RINO International : Annual 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure

Guidelines

RINO International Corp.

101 E Park Blvd, 6th Floor Plano, Texas 75074

1 (800) 986-9260

No website

rinointlcorp@gmail.com

SIC code: 7372

Annual Report

For the year Ended: December 31, 2021(the

"Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 258,604,602

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 58,604,602

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 28,604,602

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: !"No: #"

"

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: #"No: !"

"

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: #"No: !"

" "

"

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)

Name and address(es) of the issuer and its predecessors (if any)

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Active with the state of Nevada.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

Not aware of any trading suspension orders.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

• - On April 12, 2021, Grassroots Advisory, LLC was appointed Custodian of the Corporation by the EighthJudicial District Court, Clark County, Nevada.

• - On October 26, 2021, GrassRoots Advisory, LLC terminated Custodianship after returning the company to good standing with the state, transfer agent, and OTC Markets.

The address(es) of the issuer's principal executive office:

101 E Park Blvd, 6th Floor Plano, Texas 75074

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: !" "

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: #"No: !"

"

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)

Security Information

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value:

Total shares authorized: Total shares outstanding:

Number of shares in the Public Float2: Total number of shareholders of record:RINO Common Stock

766883102

$0.0001

10,000,000,000 as of date: December 31, 2021

258,604,602 as of date: December 31, 2021

10,578,329 as of date: December 31, 2021

102 as of date: December 31, 2021

All additional class(es) of publicly traded securities (if any):

N/A

Transfer Agent

Name: National Agency and Transfer Company Phone: (775) 322-0626

Email:tiffany@natco.com

Address: 50 West Liberty Street, Suite 880 Reno, NV 89501

Is the Transfer Agent registered under the Exchange Act?3 Yes: !"

"

No: #"

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

3)

Issuance HistoryA. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: #"

"

Shares Outstanding as of Second Most Recent Fiscal Year End:

Opening Balance

Date 12/31/20

Common: 28,604,602

Preferred: 0

Date of

TransactionTransaction type (e.g. new issuance, cancellation, shares returned to treasury)Number of

Shares Issued

(or cancelled)

Value of shares issued ($/per share) at Issuance

Securities

Were the shares issued atIndividual/ Entitya discount (entities must have individual with voting / investment control disclosed).

to market price at the time of issuance? (Yes/No)

Shares were issued toReason for share issuance (e.g. for cash or debt conversion) -OR-Nature of Services Provided

9/17/21

New Issuance

30,000,000

Common

$0.001 Yes

7P Capital, LLC-Douglas DiSanti

Services in exchange for CustodianshipRestricted 4(a)(2)

10/6/21

10/6/21

New Issuance

200,000,000 Common

New Issuance

10,000,000

"

Shares Outstanding on Date of This Report:Ending Balance: Date 12/31/21

Common:258,604,602

Preferred: 10,000,000

$0.000 38

YesDiamond Eye Capital, Inc. - Andrew Van Noy

Reimbursement of company expensesRestricted Rule 144

Preferred - Series A

$0.000 1

YesDiamond Eye Capital, Inc. - Andrew Van Noy

Reimbursement of company expensesRestricted Rule 144

B. Debt Securities, Including Promissory and Convertible Notes

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: !"

" " " " " "

"

N/A

Outstanding Balance ($)Principal Amount at Issuance ($)

N/A

N/A

Interest Accrued ($)Maturity DateConversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)Name of Noteholder (entities must have individual with voting / investment control disclosed).

Reason for Issuance (e.g. Loan, Services, etc.)

N/AN/AN/A

N/A

N/A

4)

Financial Statements

A.

The following financial statements were prepared in accordance with: !"U.S. GAAP # IFRS

B. The financial statements for this reporting period were prepared by (name of individual)4:

5)

Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

None

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

None

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