Rhino Outdoor International, Inc. - Form 10QSB for the quarter ended March 31, 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)
[X]     Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007

[   ]     Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from __________ to __________.


Commission File Number: 333-62690

RHINO OUTDOOR INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

 
 Nevada
 65-1000634
 (State or other jurisdiction of incorporation or organization)
 (I.R.S. Employer Identification No.)
 
1191 Center Point Dr., Henderson, Nevada
89704
 (Address of principal executive office)
 (Zip Code)
 
1-800-288-3099 

(Issuer's telephone number)
 
 

(Former name, former address, and former fiscal year, if changed since last report)


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
                                Yes    x    No    o
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act 1934).
                                Yes    o    No    x
 
As of May 21, 2007, the number of outstanding shares of the issuer's common stock was 64,648,728 shares.
 
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:     Yes    No    x

1





  PART I - FINANCIAL INFORMATION
     
ITEM 1.
FINANCIAL STATEMENTS
 
     
 
Consolidated Balance Sheets for the periods ended
 
 
March 31, 2007 and December 31, 2006
3
       
 
Consolidated Statements of Operations for the Three Months
 
 
ended March 31, 2007 and 2006, and from inception of development
 
 
stage January 1, 2005 to March 31, 2007
4
       
 
Consolidated Statement of Stockholders' Equity
5
     
 
Consolidated Unaudited Statement of Cash Flows for the Three Months
 
 
ended March 31, 2007 and 2006, and from inception of development
 
 
stage January 1, 2005 to March 31, 2007
6
       
 
Notes to Consolidated Financial Statements
7
     
ITEM 2.
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
 
RESULTS OF OPERATIONS
16
     
ITEM 3.
CONTROLS AND PROCEDURES
20
     
 PART II - OTHER INFORMATION
     
ITEM 6.
EXHIBITS
20
     
SIGNATURES
21
 
2

 
RHINO OUTDOOR INTERNATIONAL, INC.
 
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
 
           
   
March 31,
 
December 31,
 
   
2007
 
2006
 
   
(unaudited)
     
           
ASSETS
         
           
CURRENT ASSETS
         
Cash 
 
$
36,135
 
$
1,862
 
Marketable securities 
   
810
   
14,400
 
Inventory, net 
   
113,490
   
123,490
 
Deposit 
   
88,302
   
-
 
Other current assets 
   
10,773
   
2,052
 
 TOTAL CURRENT ASSETS
   
249,510
   
141,804
 
               
OTHER ASSETS
             
Plant, property, and eqiupment, net 
   
101,223
   
107,954
 
Goodwill 
   
3,013,463
   
3,013,463
 
               
TOTAL ASSETS
 
$
3,364,196
 
$
3,263,221
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
             
               
CURRENT LIABILITIES
             
Accounts payable and accrued expenses 
 
$
1,298,802
 
$
1,300,032
 
Accrued liabilities 
   
1,492,380
   
1,332,860
 
Bank overdraft  
   
14,774
   
21,534
 
Lines of credit 
   
298,156
   
299,896
 
Notes payable 
   
294,192
   
294,192
 
Current portion of long-term debt 
   
40,485
   
40,485
 
Deferred revenues and customer deposits 
   
405,866
   
448,027
 
Other current liabilities 
   
400,000
   
400,000
 
Related party payables 
   
542,614
   
573,814
 
 TOTAL CURRENT LIABILITIES
   
4,787,269
   
4,710,840
 
               
LONG-TERM LIABILITIES
             
Bank indebtedness 
   
31,307
   
37,682
 
Vehicle loans, net current portion 
   
19,697
   
22,047
 
 TOTAL LONG-TERM LIABILITIES
   
51,004
   
59,729
 
               
 TOTAL LIABILITIES
   
4,838,273
   
4,770,569
 
               
COMMITMENTS AND CONTINGENCIES
   
-
   
-
 
               
STOCKHOLDERS' DEFICIT
             
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized 
             
 Series A - 835,660 shares issued and outstanding
   
836
   
836
 
 Series B - 1,000,000 shares issued and outstanding
   
1,000
   
1,000
 
 Series C - 2,250,000 shares issued and outstanding
   
2,250
   
2,250
 
Common stock, $0.001 par value; 500,000,000 shares authorized, 
             
 62,648,709 and 50,748,709 shares issued and oustanding,
             
 respectively
   
62,649
   
50,749
 
Additional paid-in capital 
   
36,439,366
   
35,502,478
 
Accumulated deficit prior to current development stage 
   
(19,234,546
)
 
(19,234,546
)
Accumulated deficit in development stage 
   
(18,633,942
)
 
(17,394,515
)
Accumulated comprehensive income (loss) 
   
(111,690
)
 
(435,600
)
 Total Stockholders' Deficit
   
(1,474,077
)
 
(1,507,348
)
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
3,364,196
 
$
3,263,221
 
 
 
The accompanying condensed notes are an integral part of these interim consolidated financial statements
3

 

RHINO OUTDOOR INTERNATIONAL, INC.
 
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
              
            
From
 
            
Inception of
 
            
Development Stage
 
   
 Three Months Ended
 
(January 1, 2005)
 
   
 March 31,
 
March 31,
 
to
 
   
 2007
 
2006
 
March 31, 2007
 
   
 (unaudited)
 
(unaudited)
 
(unaudited)
 
                
REVENUES
 
$
58,420
 
$
-
 
$
135,513
 
-
                   
COST OF SALES
   
67,564
   
-
   
167,804
 
                     
Gross Profit (Loss)
   
(9,144
)
 
-
   
(32,291
)
                     
OPERATING EXPENSES
                   
General and administrative
   
171,444
   
67,093
   
1,673,134
 
Depreciation expense
   
9,231
   
-
   
27,515
 
Management fees
   
137,500
   
105,000
   
1,160,229
 
Marketing expenses
   
354,833
   
213,425
   
10,107,020
 
Selling expenses
   
359,300
   
146,856
   
5,511,840
 
TOTAL OPERATING EXPENSES
   
1,032,308
   
532,374
   
18,479,738
 
                     
LOSS FROM OPERATIONS
   
(1,041,452
)
 
(532,374
)
 
(18,512,029
)
                     
OTHER INCOME (EXPENSES)
                   
Other income
   
140,625
   
-
   
480,897
 
Gain on forgiveness of debt
   
-
   
-
   
2,500
 
Interest expense
   
(10,223
)
 
(18,638
)
 
(173,595
)
Loss on sale of investment
   
(328,377
)
 
-
   
(417,544
)
Loss on abandonment of assets
   
-
   
-
   
(14,171
)
TOTAL OTHER INCOME (EXPENSES)
   
(197,975
)
 
(18,638
)
 
(121,913
)
                     
LOSS BEFORE TAXES
   
(1,239,427
)
 
(551,012
)
 
(18,633,942
)
                     
INCOME TAXES
   
-
   
-
   
-
 
                     
NET LOSS
   
(1,239,427
)
 
(551,012
)
 
(18,633,942
)
                     
OTHER COMPREHENSIVE INCOME
                   
Unrealized gain (loss) on marketable securities
   
323,910
   
-
   
(111,690
)
                     
COMPREHENSIVE LOSS
 
$
(915,517
)
$
(551,012
)
$
(18,745,632
)
                     
NET LOSS PER COMMON SHARE,
                   
BASIC AND DILUTED
 
$
(0.02
)
$
(0.43
)
     
                     
WEIGHTED AVERAGE NUMBER OF
                   
COMMON STOCK SHARES
                   
OUTSTANDING, BASIC AND DILUTED
   
56,159,265
   
1,288,265
       
 
 
The accompanying condensed notes are an integral part of these interim consolidated financial statements
4

 
RHINO OUTDOOR INTERNATIONAL, INC.
 
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
 
                                   
                   
Additional
     
Accumulated
     
   
Convertible Preferred Stock
 
Common Stock
 
Paid-in
 
Deficit
 
Other Comprehensive
     
   
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Accumulated
 
Loss
 
Totals
 
                                   
Balance, December 31, 2004
   
835,660
 
$
836
   
232,258
 
$
232
 
$
16,193,129
 
$
(19,234,546
)
$
-
 
$
(3,040,349
)
                                                   
Shares issued for consulting expense
   
-
   
-
   
996,260
   
996
   
6,945,396
   
-
   
-
   
6,946,392
 
                                                   
Shares issued for debt
   
-
   
-
   
5,000
   
5
   
57,495
   
-
   
-
   
57,500
 
                                                   
Shares issued in exchange for compensation
   
1,000,000
   
1,000
   
-
   
-
   
99,000
   
-
   
-
   
100,000
 
                                                   
Net loss for year ending December 31, 2005
   
-
   
-
   
-
   
-
   
-
   
(7,783,970
)
 
-
   
(7,783,970
)
                                                   
Balance, December 31, 2005
   
1,835,660
   
1,836
   
1,233,518
   
1,233
   
23,295,020
   
(27,018,516
)
 
-
   
(3,720,427
)
                                                   
Shares issued for management and consulting fees
   
-
   
-
   
245,000
   
245
   
489,755
   
-
   
-
   
490,000
 
                                                   
Shares issued for accrued liabilities
   
-
   
-
   
205,000
   
205
   
409,795
   
-
   
-
   
410,000
 
                                                   
Shares issued for acquisition of subsidiary
   
1,650,000
   
1,650
   
-
   
-
   
1,648,350
   
-
   
-
   
1,650,000
 
-
                                                 
Shares issued for accrued management fees
   
600,000
   
600
   
-
   
-
   
599,400
   
-
   
-
   
600,000
 
-
                                                 
Shares issued for related party payable
   
-
   
-
   
5,200,000
   
5,200
   
1,228,031
   
-
   
-
   
1,233,231
 
-
                                                 
Shares issued for marketing and selling expenses
   
-
   
-
   
43,865,191
   
43,866
   
7,832,127
   
-
   
-
   
7,875,993
 
-
                                                 
Net loss for year ending December 31, 2006
   
-
   
-
   
-
   
-
   
-
   
(9,610,545
)
 
-
   
(9,610,545
)
                                                   
Unrealized loss on investments
   
-
   
-
   
-
   
-
   
-
   
-
   
(435,600
)
 
(435,600
)
                                                   
Balance, December 31, 2006
   
4,085,660
   
4,086
   
50,748,709
   
50,749
   
35,502,478
   
(36,629,061
)
 
(435,600
)
 
(1,507,348
)
                                                   
Common stock issued for cash
   
-
   
-
   
3,268,000
   
3,268
   
161,420
   
-
   
-
   
164,688
 
                                                   
Shares issued for marketing, selling, and financing costs
   
-
   
-
   
14,232,000
   
14,232
   
749,868
   
-
   
-
   
764,100
 
                                                   
Shares issued for related party notes payable
   
-
   
-
   
400,000
   
400
   
19,600
   
-
   
-
   
20,000
 
                                                   
Cancelled shares
   
-
   
-
   
(6,000,000
)
 
(6,000
)
 
6,000
   
-
   
-
   
-
 
                                                   
Net loss for period ending March 31, 2007
   
-
   
-
   
-
   
-
   
-
   
(1,239,427
)
 
-
   
(1,239,427
)
                                                   
Unrealized loss on investments
   
-
   
-
   
-
   
-
   
-
   
-
   
323,910
   
323,910
 
                                                   
Balance, March 31, 2007 (unaudited)
   
4,085,660
 
$
4,086
   
62,648,709
 
$
62,649
 
$
36,439,366
 
$
(37,868,488
)
$
(111,690
)
$
(1,474,077
)
 
 
The accompanying condensed notes are an integral part of these interim consolidated financial statements
5

 
RHINO OUTDOOR INTERNATIONAL, INC.
 
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
             
           
From 
 
           
 Inception of
 
           
 Development Stage 
 
   
Three Months Ended
 
 (January 1, 2005)
 
   
March 31,
 
March 31,
 
 to
 
   
2007
 
2006
 
 March 31, 2007
 
   
(unaudited)
 
(unaudited)
 
 (unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
              
Net loss
 
$
(1,239,427
)
$
(551,012
)
$
(18,633,942
)
                     
Adjustments to reconcile net loss to net cash
                   
used by operating activities:
                   
Common stock issued for accrued wages
   
-
   
-
   
510,000
 
Common stock issued for compensation and services
   
-
   
360,280
   
7,436,392
 
Reserve for issuance of issuance of preferred stock
   
-
   
-
   
400,000
 
Preferred shares issued for accrued management fees
   
-
   
-
   
600,000
 
Forgiveness of debt
   
-
   
-
   
(2,500
)
Bad debt expense
   
-
   
-
   
20,000
 
Amortization of deferred revenues
   
(140,625
)
 
-
   
(468,750
)
Common stock issued for marketing, selling, and financing costs
   
764,100
   
-
   
8,640,093
 
Loss on sale of investment
   
328,377
   
-
   
417,544
 
Loss on abandonment of assets
   
-
   
-
   
14,171
 
Depreciation
   
9,231
   
-
   
27,515
 
(Increase) decrease in:
                   
Deposits
   
(88,302
)
 
-
   
(88,302
)
Inventories
   
10,000
   
-
   
69,720
 
Other current assets
   
(8,721
)
 
(5,000
)
 
(8,721
)
Increase (decrease) in:
                   
Accounts payable and accrued expenses
   
(1,230
)
 
53,804
   
315,984
 
Accrued liabilities
   
159,520
   
104,161
   
91,933
 
Deferred revenues and customer deposits
   
98,464
   
1,000
   
349,252
 
Net cash provided (used) by operating activities
   
(108,613
)
 
(36,767
)
 
(309,611
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES:
                   
Increase from loans receivable
   
-
   
-
   
(7,500
)
Cash acquired in acquisition
   
-
   
-
   
18,578
 
Purchase of plant, property, and equipment
   
(2,500
)
 
-
   
(2,500
)
Cash received from sale of investments
   
9,123
   
-
   
32,456
 
Net cash provided (used) by investing activities
   
6,623
   
-
   
41,034
 
                     
CASH FLOWS FROM FINANCING ACTIVITIES:
                   
Advances from related parties
   
(11,200
)
 
89,500
   
161,583
 
Common stock issued for cash
   
164,688
   
-
   
164,688
 
Decrease in bank overdrafts
   
(6,760
)
 
(334
)
 
(6,749
)
Decrease in lines of credit
   
(1,740
)
 
-
   
(1,794
)
Decrease in bank indebtness
   
(6,375
)
 
-
   
(3,677
)
Payments on vehicle loans
   
(2,350
)
 
-
   
(9,339
)
Net cash provided by financing activities
   
136,263
   
89,166
   
304,712
 
                     
Change in cash
   
34,273
   
52,399
   
36,135
 
                     
Cash, beginning of period
   
1,862
   
-
   
-
 
                     
Cash, end of period
 
$
36,135
 
$
52,399
 
$
36,135
 
                     
SUPPLEMENTAL CASH FLOW INFORMATION:
                   
Interest paid
 
$
5,711
 
$
-
 
$
27,009
 
Income taxes paid
 
$
-
 
$
-
 
$
-
 
                     
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                   
Common stock issued for related party debt
 
$
20,000
 
$
-
 
$
77,500
 
Preferred shares issued for subsidiary
 
$
-
 
$
-
 
$
1,650,000
 
Shares issued for related party payable
 
$
-
 
$
-
 
$
1,233,231
 
 
The accompanying condensed notes are an integral part of these interim consolidated financial statements
6

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007


NOTE 1 - DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Rhino Outdoor International, Inc. (fka Cyberads, Inc), was incorporated on April 12, 2000 in the State of Florida. On August 10, 2005, the Company changed domicile from Florida to Nevada. The principal business of the Company is the design, manufacturing and sale of off road vehicles and related parts. The Company’s operations are located in Henderson, Nevada.

The Company’s year-end is December 31.

As of January 1, 2005, the Company abandoned its previous business plan of marketing cellular phone services and began a new development stage where it intends to provide management and sales support to businesses focused in the Extreme Sports/Lifestyle market segment.

On June 21, 2006, the Company entered into a share exchange agreement and plan of reorganization with Rhino Off Road Industries, Inc. Under this agreement and plan of reorganization, the Company acquired all of the outstanding common stock of Rhino in exchange for 1,650,000 shares of the Company’s Series C convertible preferred stock. Additionally, the Company issued another 600,000 shares of Series C convertible preferred stock for the retention of the subsidiary’s officers and agreed to issue 400,000 shares of Series C convertible preferred stock for loan guarantees. As of March 31, 2007, the 400,000 shares had not yet been issued and the Company has accrued a liability related to this issuance. Rhino Off Road Industries, Inc. was incorporated on September 25, 2003 in the State of Nevada.

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2006 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three months ended
March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Rhino Outdoor International, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Deferred Revenues
In 2006 and 2005, the Company received deferred revenues which consisted of the resale of X-Board dealership for approximately $174,453, net of commissions. The X-Board product has not yet come to market. Accordingly, the Company has not recorded the sales as revenue. The Company has also received customer deposits of $137,663 for vehicle purchases that had not been delivered as of March 31, 2007. The Company also received deferred revenues from a sponsorship agreement with Luvoo, Inc. where the Company received stock in exchange for advertising. The deferred revenue received from this sponsorship is being amortized over a one year period at a rate of $46,875 per month as other income. As of March 31, 2007, deferred revenue yet to be amortized from this sponsorship agreement was $93,750.
 
7

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007

 
Development Stage Activities
Since the inception of the current development stage (which began January 1, 2005), the Company has realized minimal revenue from operations. It expects to be engaged to provide management and sales support to businesses focused in the Extreme Sports/Lifestyle market segment.

Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has limited cash, no revenues, and an accumulated deficit since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The Company is currently putting business plans in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans includes the following: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from commercializing of its project; and (4) obtaining loans and grants from various financial institutions, where possible. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.

Goodwill
Goodwill represents the excess of the purchase price and related direct costs over the fair value of net assets acquired as of the date of the acquisition of Rhino Off Road Industries, Inc. The Company reviews periodically its goodwill to assess recoverability based on projected undiscounted cash flows from operations. Impairments are recognized in operating results when a permanent diminution in value occurs. At March 31, 2007, no impairment was deemed necessary for the Company’s goodwill.

Impaired Asset Policy
The Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with this standard, the Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amount whenever events or changes in circumstances indicate that an asset may not be recoverable.

Inventories
The Company records inventories at the lower of cost or market on a first-in, first-out basis.

 
 
March 31,
 
December 31,
 
 
 
2007
 
2006
 
Raw materials and work-in-process
 
$
47,954
 
$
57,954
 
Finished goods
   
65,536
   
65,536
 
Total Inventory
 
$
113,490
 
$
123,490
 

 
8

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007


Marketable Securities
The Company’s investments in securities are classified as either trading, held to maturity, or available-for-sale in accordance with Statement of Financial Accounting Standards No. 115. Available-for-sale securities consist of equity securities not classified as trading securities or as securities to be held to maturity. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of other comprehensive income. Gains and losses on the sale of available-for-sale securities are determined using the average cost method and are included in earnings. The Company determines the gain or loss on investment securities held as available-for-sale, based upon the accumulated cost basis of specific investment accounts. On the Company’s balance sheet, short-term available for sale securities are classified as “marketable securities.” See Note 12.

Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. See Note 4.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Rhino Outdoor International, Inc. and its wholly owned subsidiaries: IDS Cellular, Inc. (“IDS”) and Rhino Off Road Industries, Inc. All significant intercompany transactions and balances among the companies included in the consolidated financial statements have been eliminated. The operations of IDS are currently idle.
 
Reclassifications
Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

Revenue Recognition
The Company recognizes revenue for product sales when there is a mutually executed sales contract, when the products are shipped and title passes to customers, when the contract price and terms are fixed, and when collectibility is reasonably assured.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.


NOTE 3 - BANK OVERDRAFTS

Bank overdrafts consist of checks written in excess of funds on deposit. The underlying bank is used as an imprest account with automatic transfers from the Company’s general account as checks are presented.
 
9

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less depreciation taken. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The useful lives of property, plant and equipment for purposes of computing depreciation are three to seven years.

The following is a summary of property, equipment, and accumulated depreciation:

   
March 31,
 
December 31,
 
   
2007
 
2006
 
           
Plant assets
 
$
122,734
 
$
120,234
 
Office furniture
   
4,858
   
4,858
 
Leasehold improvements
   
1,146
   
1,146
 
     
128,738
   
126,238
 
Less accumulated depreciation
   
(27,515
)
 
(18,284
)
Net, property and equipment
 
$
101,223
 
$
107,954
 
               

Depreciation expense for the period ended March 31, 2007 and 2006 was $9,231 and $0, respectively. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

NOTE 5 - CAPITAL STOCK

Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001. These shares are convertible to common stock.  As of March 31, 2007, the Company has issued 835,660 shares of preferred Series A, 1,000,000 shares of preferred Series B, and 2,250,000 shares of preferred Series C.

Common Stock
The Company is authorized to issue 500,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

During the period ending March 31, 2007, the Company issued 3,268,000 shares of common stock in exchange for $164,688 in cash. Also, during the period ending March 31, 2007, the Company issued 14,232,000 of its common stock in exchange for marketing, selling, and financing costs valued at $764,100. Also, during the period ending March 31, 2007, the Company issued 400,000 shares of common stock for related party debt of $20,000. These services were measured at the fair market value of the shares received on the day the shares were issued. The Company also cancelled 6,000,000 shares of its common stock that were authorized, but undistributed in 2006 due to a lack of performance by the recipient.
 
10

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007

 
NOTE 6 - LEASE COMMITMENTS

Lease Payments
The Company has operating lease commitments for its premises in Henderson, Nevada. The monthly lease commitment is approximately $8,100. For the periods ending March 31, 2007 and 2006, the Company had paid approximately $24,000 and $0 for rent of facilities, respectively. This lease was acquired during the acquisition with Rhino Off Roads Industries, Inc. The Company renewed it monthly operating lease and it expires in December 2008.

NOTE 7 - LINES OF CREDIT

The Company has a $100,000 operating line of credit with the Bank of Nevada that bears interest at a rate of 8.5% per annum. The balance of this line of credit at March 31, 2007 was $98,260. This line of credit has no security directly associated with it.
The Company has a second operating line of credit for $200,000 with the Bank of Nevada that bears interest at 8.5% per annum. The balance of this line of credit at March 31, 2007 was $199,896.19. This line of credit is 100% secured with a CD owned by related parties.

Both lines of credit were acquired during the acquisition with Rhino Off Road Industries, Inc.

NOTE 8 - VEHICLE LOANS

The Company has two five-year vehicle loans with lending companies and pays approximately $1,250 a month in payments at an average interest rate of approximately 2.5% on these vehicles. Both loans mature in 2009. At March 31, 2007 and December 31, 2006, the balances owed on vehicle loans were $33,951 and $36,302, respectively. These loans were acquired during the acquisition with Rhino Off Roads Industries, Inc.

Year Ending:
     
December 31, 2007
 
$
11,903
 
December 31, 2008
   
14,643
 
December 31, 2009
   
7,405
 
December 31, 2010
   
-
 
December 31, 2011
   
-
 
Remaining principal on vehicles
 
$
33,951
 


NOTE 9 - NOTES PAYABLE

The Company has a note payable due in installments of $5,000 per month that matured in March 2004. Interest accrues at 10% per annum; secured by all of the Company's accounts receivable, inventories, and computer hardware and software. It is personally guaranteed by two former officers of the Company. This loan is in default at March 31, 2007. The balance owed at March 31, 2007 and December 31, 2006 $109,000, respectively.

The Company has another note payable to a cellular phone service provider, which required the Company to make two payments on January 2, 2005 and August 2, 2005 of $92,596. These payments were never made. The Company is in default on this note payable and has accrued interest using at a rate of approximately 5% per annum. The balance owed at March 31, 2007 and December 31, 2006 was $185,192, respectively.
 
11

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007

 
The Company has a 5-year term loan with Bank of Nevada which had an initial value of $125,000. With approximately two years remaining on the term, it bears interest at an annual rate of 7.5%, and is secured by all physical assets of the business. This loan is also secured by a personal guarantee by related parties. At March 31, 2007 and December 31, 2006, the balances were $57,538 and $63,912, respectively. These loans were acquired during the acquisition with Rhino Off Roads Industries, Inc.

Year Ending:
     
December 31, 2007
 
$
19,856
 
December 31, 2008
   
28,267
 
December 31, 2009
   
9,415
 
December 31, 2010
   
-
 
December 31, 2011
   
-
 
Remaining principal note payable with Bank of Nevada
 
$
57,538
 


NOTE 10 - COMMITMENTS AND CONTINGENCIES

On June 9, 2006, the Company signed an agreement with Hebei Sida Industry Group Col, Ltd (“Sida”), pursuant to which Sida will become an authorized exclusive distributor of the Company’s products in China. Sida has agreed to purchase 1,000 units over a three year period. Under the agreement, Sida will manufacture these units in China and pay the Company a license fee of 10% over its purchase costs for distribution rights.

The Company is non-compliant with respect to certain federal and state payroll related taxes. Included in accrued payroll and payroll related liabilities at March 31, 2007 is approximately $675,000, which consists of unpaid payroll taxes, which were accrued in 2004 and earlier years.

In April 2004, the Company agreed to indemnify a former officer of the Company for any loss he sustained in a settlement reached with a cellular phone service provider against IDS Cellular, Inc. and him personally. IDS Cellular, Inc. is a wholly owned dormant subsidiary of Rhino Outdoor International, Inc. Under the indemnification agreement, the Company was obligated to pay an aggregate of $72,261 with the balance due October 1, 2004. These amounts were never paid. The indemnification had no effect on the accompanying financial statements as the amount owed to the cellular phone service provider was previously recorded as accounts payable in the records of IDS.

The Company previously negotiated with an individual who threatened a lawsuit against the Company, a former officer, and a cellular phone service provider. The Company offered to issue the individual 250,000 shares of common stock to settle any claims he had against the Company. This individual has verbally accepted the Company’s proposed settlement offer. The offer had no effect on the accompanying consolidated financial statements as consulting services totaling $27,500 owed this individual were previously recorded as accounts payable in the records of Rhino Outdoor International, Inc. The Company has reserved 250,000 shares of common stock to be issued under this settlement offer. The shares have never been issued and the liability remains.

A claim against the Company of approximately $500,000 has been threatened by the Creditors Committee of World Com. The Company does not believe that it owes the amount and intends to vigorously defend the claim. The claim has not been pursued and the Company is not subject to any legal action pursuing this claim. Any claims asserted may be challenged by claims of the Company concerning funds owed to Rhino Outdoor International, Inc. for its prior trade relationship with World Com.
 
12

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007

 
NOTE 11 - RELATED PARTY TRANSACTIONS

Accrued payroll represents amounts owed to management for services provided. At March 31, 2007 and December 31, 2006, the Company had accrued payroll of $664,833 and $527,333, respectively.

Related party payables represent amounts due to management and shareholders, who have loaned money to the Company to pay expenses on behalf of the Company. At March 31, 2007 and December 31, 2006, short-term related party payables were $542,614 and $573,814, respectively. These loans are unsecured, non-interest bearing, and payable on demand. During the period ending March 31, 2007, the Company issued 400,000 shares of its common stock in exchange for $20,000 of this debt. Also, during the period ending March 31, 2007, the chairman of the board, both loaned funds and was paid back funds loaned to the Company for a net amount of $11,200 to reduce the liability owed to him. During the year ended December 31, 2006, related party debt of $1,233,231 was converted to 5,200,000 shares of common stock.

The Company issues shares of stock for consulting services in consideration for marketing, selling, and financing costs. During the periods ending March 31, 2007 and 2006, the Company issued 14,232,000 and 94,951 shares of common stock for $764,100 and $360,280, respectively, to management and related parties for these consulting services.

NOTE 12 - MARKETABLE SECURITIES

The Company’s securities investments are classified as available-for-sale securities and are recorded at fair value as of the balance sheet date, with the change in fair value during the period included in accumulated comprehensive income (loss).

In May 2006, the Company acquired shares of common stock in Luvoo, Inc, a public company.

The Company’s marketable securities are summarized as follows at March 31, 2007 and December 31, 2006:

   
March 31, 2007
 
 December 31, 2006
 
            
Total fair value of Luvoo, Inc.
 
$
810
 
$
14,400
 
Gross unrealized (loss)
   
(111,690
)
 
(435,600
)
Cost
 
$
112,500
 
$
464,400
 
 
13

RHINO OUTDOOR INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007


NOTE 13 - ACQUISITION AND PROFORMA OF RHINO OFF ROADS INDUSTRIES, INC.

On June 21, 2006, the Company acquired one hundred percent of the issued and outstanding shares of Rhino Off Roads Industries, Inc. for 1,650,000 convertible preferred shares Series C of Rhino Outdoor International, Inc. Per the merger agreement, the Company issued another 600,000 shares of Series C convertible preferred stock for the retention of the subsidiary’s officers. Furthermore, 400,000 shares were to be issued for loan guarantees that the subsidiary’s officers had for lines of credit and bank indebtedness. As of March 31, 2007, these shares have not been issued.

The purchase price of Rhino Off Roads Industries, Inc. was allocated as follows:

Cash
 
$
18,578
 
Accounts receivable
   
5,000
 
Marketable securities
   
562,500
 
Inventories
   
183,210
 
Plant, property & equipment, net
   
126,238
 
Other assets
   
2,052
 
Total Assets Acquired
   
897,578
 
         
Current liabilities
   
(2,186,533
)
Other liabilities
   
(74,508
)
Total Liabilities Assumed
   
(2,361,041
)
         
Net liabilities acquired in excess of assets
 
$
(1,363,463
)
         
Cost of acquisition
 
$
1,650,000
 
Net liabilities assumed
   
1,363,463
 
Goodwill
 
$
3,013,463
 

 
14

 
NOTE 13 – ACQUISITION AND PROFORMA OF RHINO OFF ROADS INDUSTRIES, INC. - (Continued)  
 
RHINO OUTDOOR INTERNATIONAL, INC.
 
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS - PROFORMA
 
                    
                
PROFORMA
 
   
 Rhino Outdoor
 
Rhino Off Roads
     
Rhino Outdoor
 
   
 International, Inc.
 
Industries, Inc.
     
International, Inc.
 
   
 Three Months
 
Three Months
     
Three Months
 
   
 Ended
 
Ended
     
Ended
 
   
 March 31,
 
March 31,
     
March 31,
 
   
 2006
 
2006
 
Eliminations
 
2006
 
   
 (unaudited)
 
(unaudited)
     
(unaudited)
 
                    
REVENUES
 
$
-
 
$
53,482
 
$
-
 
$
53,482
 
                           
COST OF SALES
   
-
   
98,660
   
-
   
98,660
 
                           
Gross Profit (Loss)
   
-
   
(45,178
)
 
-
   
(45,178
)
                           
OPERATING EXPENSES
                         
General and administrative
   
67,093
   
46,972
   
-
   
114,065
 
Research and development
   
-
   
998
   
-
   
998
 
Depreciation expense
   
-
   
8,505
   
-
   
8,505
 
Management fees
   
105,000
   
67,293
   
-
   
172,293
 
Marketing expenses
   
213,425
   
2,809
   
-
   
216,234
 
Selling expenses
   
146,856
   
-
   
-
   
146,856
 
TOTAL OPERATING EXPENSES
   
532,374
   
126,577
   
-
   
658,951
 
                           
LOSS FROM OPERATIONS
   
(532,374
)
 
(171,755
)
 
-
   
(704,129
)
                           
OTHER INCOME (EXPENSES)
                         
Other income
   
-
   
17,169
   
-
   
17,169
 
Gain on forgiveness of debt
   
-
         
-
   
-
 
Interest expense
   
(18,638
)
 
(22,119
)
 
-
   
(40,757
)
Loss on sale of investment
   
-
    -    
-
   
-
 
Loss on abandonment of assets
   
-
    -    
-
   
-
 
TOTAL OTHER INCOME (EXPENSES)
   
(18,638
)
 
(4,950
)
 
-
   
(23,588
)
                           
LOSS BEFORE TAXES
   
(551,012
)
 
(176,705
)
 
-
   
(727,717
)
                           
INCOME TAXES
   
-
   
-
   
-
   
-
 
                           
NET LOSS
   
(551,012
)
 
(176,705
)
 
-
   
(727,717
)
                           
OTHER COMPREHENSIVE INCOME
                         
Unrealized loss on marketable securities
   
-
   
-
   
-
   
-
 
                           
COMPREHENSIVE LOSS
 
$
(551,012
)
$
(176,705
)
$
-
 
$
(727,717
)
                           
NET LOSS PER COMMON SHARE,
                         
BASIC AND DILUTED
                   
$
(0.56
)
                           
WEIGHTED AVERAGE NUMBER OF
                         
COMMON STOCK SHARES
                         
OUTSTANDING, BASIC AND DILUTED
                     
1,288,265
 

15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Management's discussion and analysis contains various forward-looking statements within the meaning of the Securities and Exchange Act of 1934. These statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward looking terminology such as "may", "expect", "anticipate", "estimates", or "continue" or use of negative or other variations of comparable terminology. We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those contained in our forward looking statements, that these forward looking statements are necessarily speculative, and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in our forward looking statements.
 
Management's discussion and analysis should be read in conjunction with the financial statements and the notes thereto.
 
OVERVIEW
 
Rhino Outdoor International, Inc. (“ROI”) did not record revenues during 2005. We discontinued the third party affiliate sales of Cellular phones and services during 2004, and discontinued all cellular sales in 2005 due to the financial losses inherent with the commission structure paid to third party affiliates. The affiliate commissions were earned on "leads" provided, rather than on sales made, therefore the cancellations and returns on cellular phones were not recouped from the third party affiliate and the losses became ROI expense. During 2007, 2006 and 2005, we have focused on developing a new business plan in the extreme sports sector and marketing of its lifestyle. We engaged with three primary products during 2005: XBoard; Rhino; and Planet X TV.
 
In 2007 and 2006, we have focused our efforts on Rhino Off Road Industries, and its product the RTV. On June 21, 2006 we, acquired by share exchange agreement and plan of reorganization all the outstanding shares of capital stock of Rhino in exchange for shares of capital stock of ROI, formerly known as CyberAds. On August 30, 2006, the Company was renamed Rhino Outdoor International, Inc, to reflect a more accurate brand name for our business model. During 2006, we implemented sales and marketing strategies for the Rhino Off Road RTV, and invested in further development of new models which are designed to increase sales to consumers, and potentially to government agencies for the Search and Rescue requirements. During the first quarter of 2007, we have continued to focus on developing the Rhino RTV product line, and began marketing to consumers through trade advertising and direct sales through our web site.
 
RELATED PARTIES AND RELIANCE ON CERTAIN PROVIDERS
 
We rely on the suppliers of inventory to Rhino, for production of products specific to our reselling, or direct selling rights.

RECENT EVENTS
 
As noted above we entered into relationships with Aqua Xtremes, Inc., and its products XBoard, whereby the company was provided exclusive rights to resell distribution and dealers within a defined territory. During 2005, we developed a resell relationship with Rhino Off Road Industries whereby the company would recruit and demonstrate the Rhino product line to Distributors, Dealers, and consumers. During 2005, we developed a relationship with Planet X TV whereby the company would be compensated for recruiting advertisers and sponsors for the Planet X TV shows.
 
During 2006, we did not focus on either Planet X or XBoard as we expanded our efforts towards Rhino and the acquisition and subsequent development of the RTV and potential government Search and Rescue opportunities. In 2006, we entered into an LOI with Great West Vans (“GWV”). We have not concluded on the transaction and there is no guarantee that the company will raise the capital required to complete this specific transaction.
 
During the first quarter of 2007, we have continued to pursue the GWV acquisition. Further, we have developed a strategic relationship with Arizona Emergency products for the distribution to government agencies of our recently developed Emergency Response vehicle. Additionally, we are completing the design and prototype on a new 4-seater version of the RTV to expand our product line to meet the consumer demand.
 
16

PATENTS AND PROPRIETARY RIGHTS
 
We do not hold any trademark, copyright or patent protection.
 
RESULTS OF OPERATIONS
 
QUARTER ENDED March 31, 2007 AND 2006
 
We reported revenues of $58,420 and $0 for the quarter ending March 31, 2007 and 2006, respectively, losses of $ 1,563,337 and $ 551,012 during the quarters ended March 31, 2007 and 2006, respectively. The increase in revenue from 2007 to 2006 is attributed to the acquisition of Rhino Off Road effective June 21, 2006 and our effort to develop into an Outdoor lifestyle sector company. The increase in losses was due to the developmental stage of the company, and our investment in developing the sales and marketing plan for Rhino Off Road.

RESULTS OF OPERATIONS

Three months ended March 31, 2007 compared to the three months ended March 31, 2006.
 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Revenue
$
58,420
$
0
$
58,420
 
100%
 
 
Revenue for the three months ended March 31, 2007 resulted from the sale of Rhino RTV vehicles. There were no sales in 2006 as we were in developmental stage.
 
 
   
 
 
Decrease
 
   
2007
 
2006
 
Amount
 
Percentage
 
G&A expense and management fees
$
308,894
$
172,093
$
136,851
 
0%
 
 
G & A Expenses for the three months ended March 31, 2007 resulted from maintaining our developmental stage, management fees, and administrative expenses related to Rhino Off Road. G&A expenses in 2006 were attributable to maintaining the developmental stage of the company and management fees.
 
17

 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Marketing Expenses
$
354,833
$
213,425
$
141,408
 
66%
 
 
Marketing Expenses for the three months ended March 31, 2007 increased by $141,408 versus 2006 due to trade shows, product demonstrations, consultants, and efforts toward recruitment of Government sales.
 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Selling Expenses
$
359,300
$
146,856
$
212,444
 
144%
 

Selling Expenses for the three months ended March 31, 2007 increased by $212,444 as a result of additional sales, management consulting expenses primarily in an effort to represent additional business opportunities, and develop distribution opportunities for Rhino,
 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Other Income
$
140,625
$
0
$
140,625
 
100%
 

Other Income for the three months ended March 31, 2007 was derived by a marketing activity related to a promotion on the Rhino RTV product line.
 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Interest Expense
$
10,233
$
18,638
$
-8,415
 
45%
 
 
Interest expense for the three months ended March 31, 2007 decreased to $10,233 versus $18,628 in 2006. The decrease of $8,415 was attributable to a reduction in interest on notes to related note payables.
 
   
 
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Loss on sale of investments
$
(328,377
)
$
0
$
328,377
 
100%
 
 
Loss on sale of investments for 2007 reflects the direct loss in value of the stock the company received from a 3rd party for the promotion of Luvoo dating service on Rhino RTV’s at competition events during 2006/2007.
 
 
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FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
 
As of March 31, 2007 compared to December 31, 2006:
 
   
As of March 31, 2007
 
Increase
 
   
2007
 
2006
 
Amount
 
Percentage
 
Deferred net revenue
$
405,866
 
$
448,027
$
42,161
 
9%
 

Deferred net revenue consisted of the resale of X-Board dealerships for approximately $174,453, net of commissions. The X-Board product has not yet come to market. Accordingly, the Company has not recorded the sales as revenue. The company received sponsorship agreement with Luvoo which is based on a strategic relationship and a 3rd party provided Rhino Off Road with Luvoo common stock, during 2006 Rhino Off Road booked $93,750 in deferred sponsorship income. Additionally, there is a $137,663 customer deposit listed in deferred revenue.
 
Liquidity and Capital Resources

As of March 31, 2007, the Company had current assets totaling $249,510 and a working capital deficit of $4,537,759. These assets consist of cash on hand of $36,135, marketable securities of $810, inventories of $113,490, and other current assets of $10,773. Net stockholders' deficit in the Company was $1,474,077 at March 31, 2007. The Company is in the development stage and, since January 1, 2005, has experienced significant changes in liquidity, capital resources and shareholders’ equity.

Cash flow used in operating activities was $108,613 and $36,767 for the three months periods ending March 31, 2007 and 2006, respectively. Cash over the periods was used on accounting, administration, consulting, research and development, and shares issued for sales and marketing expenses.

Cash flow provided from investing activities was $6,623 and $0 for the three months periods ending March 31, 2007 and 2006, respectively. Investing activities over the period consisted of sales of marketable securities and investments in plant, property, and equipment.

Cash flows provided in financing activities was $136,263 and $89,166 for the three months periods ending March 31, 2007 and 2006, respectively. During 2007, cash flow was provided by the sale of common stock of the company for cash $164,688, offset by reductions in advances by related parties, and bank indebtedness, vehicle loans, and line of credit.

The Company’s current assets are insufficient to conduct our plan of operation over the next twelve (12) months and we will have to seek debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Company on acceptable terms. The Company’s shareholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding would have a material adverse affect on our plan of operation.

Further, there can be no assurance offered to the public by these disclosures, or otherwise, that the Company will be successful, or that we will ultimately succeed as a going concern. To the extent that existing resources and any future earnings prove insufficient to fund our activities, we will need to raise additional funds through debt or equity financing. The Company cannot provide any assurance that such additional financing will be available or that, if available, it can be obtained on terms favorable to us and our shareholders. In addition, any equity financing would result in dilution to the Company shareholders and any debt financing could involve restrictive covenants with respect to future capital raising activities or other financial or operational matters. The Company’s inability to obtain adequate funds will adversely affect its operations and the ability to implement is plan of operation.
 
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ITEM 3. CONTROLS AND PROCEDURES 
 
As required by Rule 13a-15 under the Exchange Act, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon that evaluation, we concluded that our disclosure controls and procedures are effective in ensuring that material information related to us, required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and regulations of the SEC. There have been no significant changes in our internal controls subsequent to the date we carried out our evaluation.
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer to allow timely decisions regarding required disclosure.
 

ITEM 6. EXHIBITS

Exhibit Number
Description of Document
   
31.1
Rule 13a-14(a)/15d-14(a) Certification
31.2
Rule 13a-14(a)/15d-14(a) Certification
32.1
Section 1350 Certification
32.2
Section 1350 Certification


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In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
  Rhino Outdoor International, Inc.
 
 
 
 
 
 
Date: May 21, 2007 By:   /s/ Howard Pearl
 
Howard Pearl
  President and Chief Executive Officer


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