roi_def14c-80721.htm
INFORMATION STATEMENT PURSUANT
TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF
1934
Check the
appropriate box:
[ ]
Preliminary Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[ X ] Definitive
Information Statement
RHINO OUTDOOR INTERNATIONAL, INC.
(Exact name of
registrant as specified in its charter.)
Payment of Filing Fee (Check the appropriate
box.):
[ X ] No fee
required.
[
] Fee computed on table below per Exchange
Act Rules 14(c)-5(g) and 0-11.
1) Title of each
class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11:
4) Proposed
maximum aggregate value of transaction:
5) Total fee
paid: $ -0-
[ ]
Fee paid previously with preliminary
materials.
[
] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1)
Amount Previously
Paid:
2)
Form, Schedule or Registration
No.:
3) Filing
Party:
4) Date Filed:
RHINO OUTDOOR
INTERNATIONAL, INC.
1445
American Pacific Drive, Suite 110-350
Henderson,
Nevada 89074
Notice of Proposed Action by Written
Consent
of the Holder of
the
Majority of the
Voting Power to be taken on or about August 11, 2008.
To the Stockholders of RHINO OUTDOOR INTERNATIONAL,
INC.
Notice is hereby given that upon written consent by the
holder of a majority of the voting power of the Company, the Company intends to
take certain action as more particularly described in this Information
Statement. The action will be effected on or after 20 days from the date this
Information Statement is mailed to stockholders, which mailing is expected
to be on or about July 21, 2008.
Only stockholders of record at the close of business on
July 1, 2008 will be given Notice of the Action by Written Consent. The
Company is not soliciting proxies.
| |
|
By
Order of the Board of Directors |
|
| |
|
|
|
| |
|
|
|
|
|
|
/s/ Howard
Pearl |
|
| |
|
President |
|
WE ARE NOT ASKING
YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
RHINO OUTDOOR INTERNATIONAL,
INC.
1445 American
Pacific Drive, Suite 110-350
Henderson, Nevada 89074
INFORMATION
STATEMENT
CONSENT ACTION
BY STOCKHOLDERS WITHOUT A MEETING
This Information Statement is furnished to
all holders of the Common Stock and the holders of the Preferred Stock of the
Company in connection with proposed action by the holder of the majority of the
voting power of the Company to take the following action:
|
-
|
Amend the Articles
of Incorporation to change the name of the Company to Xtreme Motorsports International,
Inc.
|
The
action is proposed to occur on or about August 11, 2008. This
Information Statement is first being mailed to stockholders on or about July 21,
2008.
In
addition to the change of its corporate name, the Company will undertake
simultaneously a reverse stock split of its issued and outstanding Common Stock
at the ratio of 1-for-500. Under the provisions of the Nevada Business
Corporation Act and the Company’s Articles of Incorporation, the Board of
Directors has the authority to undertake the reverse stock split without the
need for shareholder approval.
Only stockholders of record at the close of business on
July 1, 2008 are entitled to notice of the action to be taken. There will
be no vote on the matters by the shareholders of the Company because the
proposed action will be accomplished by the written consent of the holders of
the majority voting power of the Company as allowed by Section 78.320 of the
Nevada Business Corporation Act. The holder of all
of the Series “B” Preferred Stock, which constitutes the majority voting
power of the Company, has adopted, ratified and approved resolutions
to effect the action described. No other votes are required or necessary.
See the caption “Vote Required for Approval,” below.
WE ARE NOT ASKING
YOU FOR A PROXY
AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
DISSENTER’S
RIGHTS OF APPRAISAL
The Nevada Business Corporation Act (“Nevada Law”)
does not provide for dissenter’s rights of appraisal in connection with
the corporate action to be taken.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business
on July 1, 2008 as the record date for the determination of the common
shareholders entitled to notice of proposed action by written consent. At the
record date, the Company had outstanding 162,292,403 shares of common
stock, par value $0.001 per share and 2,000,000 shares of Preferred Stock, of
which 1,000,000 shares are Series “A” Preferred Stock , par value $0.001 and
1,000,000 shares are Series “B” Preferred Stock, par value $0.001. The holder
of the Company’s Series “B” Preferred Stock, who holds the majority voting
power on the record date, has signed a consent to the taking of the corporate
action described. This consent will be sufficient, without any further
action, to provide the necessary stockholder approval of the action.
CORPORATE
ACTION TO BE TAKEN
AMENDMENT TO THE
ARTICLES OF INCORPORATION
The amendment to the Articles of Incorporation will
consist solely of changing the Company’s name to Xtreme Motorsports
International. Inc. The change of name is deemed appropriate to more
accurately describe the Company’s core business of the manufacture and
distributions of outdoor recreational vehicles and related products and
activities.
DESCRIPTION OF
CAPITAL STOCK AND VOTING RIGHTS
The Company’s authorized capital consists of 500,000,000
shares of Common Stock, par value $0.001 per share and 5,000,000 shares of
Preferred Stock, par value $0.001 As of July 1, 2008, there were
162,292,403 shares of Common Stock outstanding and 2,000,000 shares of preferred
stock,1,000,000 of which are issued and outstanding as Series “A” Preferred
Stock and 1,000,000 which are issued and outstanding as Series “B”
Preferred Stock. The holders of Common Stock and the holder of the Series “B”
Preferred Stock are each entitled to vote as a single class on all matters to
come before a vote of the stockholders of the Company. The holder of the Series
“B” Preferred Stock holds the majority voting power of the Company and therefore
will be able to approve the amendment to the Articles of
Incorporation.
VOTE REQUIRED
FOR APPROVAL
Section 78.380 of the Nevada Business Corporation
Act provides an outline of the scope of the amendments of the Articles of
Incorporation allowed a Nevada Corporation. This includes the amendment
discussed in this Information Statement. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390 provides that proposed amendments must first be
adopted by the Board of Directors and then submitted to stockholders for their
consideration at an annual or special meeting and must be approved by
shareholders holding at least the majority voting power of the Company.
Section 78.320 of the Nevada Business Corporation Act
provides that any action required to be taken at a special or annual meeting of
the stockholders of a Nevada corporation may be taken by written consent, in
lieu of a meeting, if the consent is signed by stockholders holding at least the
majority of the voting power of the Company as would be necessary to authorize
or take the action at a meeting at which all shareholders entitled to vote were
present and voted.
The person holding the majority voting power of
the Company have adopted, ratified and approved the amendment to the articles of
incorporation as described in this Information Statement. No further votes are
required or necessary to effect the proposed amendment or the other corporate
actions to be
taken.
The securities that would have been entitled to vote if
a meeting was required to be held to amend the Company’s Articles of
Incorporation consist of 162,292,403 shares of the Company’s Common Stock,
1,000,000 shares of Series “A” Preferred Stock and 1,000,000 shares of Series
“B” Preferred Stock issued and outstanding as of July 1, 2008, the record
date for determining stockholders who would have been entitled to notice of and
to vote on the proposed amendment to the Articles of Incorporation.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE
PERCENT STOCKHOLDERS
The following table sets forth certain information
concerning the ownership of the Company’s Common Stock and Preferred Stock as of
July 1, 2008, with respect to: (i) each person known to the Company to be the
beneficial owner of more than five percent of the Company’s Common Stock; (ii)
all directors; and (iii) directors and executive officers of the Company as a
group. To the knowledge of the Company, each shareholder listed below possesses
sole voting and investment power with respect to the shares
indicated.
|
TITLE
OF CLASS
|
NAME
AND ADDRESS OF BENEFICIAL OWNER
|
AMOUNT
AND NATURE OF BENEFICIAL OWNERSHIP
|
PERCENT
OF CLASS
|
|
Common
Stock
|
Walter
Tatum
70806
Halper Lake Drive
Rancho
Mirage, CA 92270
|
10,452,500
|
6.43%
|
|
Series
“B” Preferred Stock
|
|
1,000,000
|
100%
|
| |
|
|
|
|
Common
Stock
|
Howard
Pearl
1191
Center Point Drive
Henderson,
NV80974
|
5,000,000
|
3.0%
|
|
|
|
|
|
|
Common
Stock
|
August
A. DeAngelo II
19162
Mesa Drive
Villa
Park, CA 92861
|
5,000
|
Less
than 1%
|
|
|
|
|
|
|
Common
Stock
|
YammaBuggy
LLC
374
Encinitas Blvd.
Encinitas,
CA 92024
|
10,000,000
|
6.2%
|
|
|
|
|
|
|
Common
Stock
|
LG
Kurtz & Associates
6432
Canyon Lake Drive
Dallas,
TX 75249
|
10,000,000
|
6.2%
|
|
|
|
|
|
|
Common
Stock
|
Clubhouse
Communications, Inc.(a)
1191
Center Point Drive
Henderson,
NV 80974
|
14,398,649
|
9%
|
|
|
|
|
|
|
Common
Stock
|
All
Executive Officers and Directors as a Group ( 3 persons)
|
15,457,500
|
9.5%
|
(a)
Howard Pearl is an officer, director and controlling shareholder of Clubhouse
Communications, Inc. and should be considered the beneficial owner of the shares
registered in the name of Clubhouse Communications, Inc..
INTEREST OF
CERTAIN PERSONS IN
OR OPPOSITION
TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the
Company at any time since the beginning of the last fiscal year, nominee
for election as a director of the Company, nor associates of the foregoing
persons has any substantial interest, direct or indirect, in proposed amendment
to the Company’s Articles of Incorporation which differs from that of other
stockholders of the Company. No director of the Company opposes the
proposed amendment of the Company’s Articles of Incorporation.
ADDITIONAL
INFORMATION
Additional information concerning the Company, including
its annual and quarterly reports for the previous twelve months which have
been filed with the Securities and Exchange Commission may be accessed
through the Securities and Exchange Commission EDGAR archives at
www.sec.gov. Upon written request of any stockholder to the Company’s
President, Howard Pearl, at 1445 American Pacific Drive, Suite110-350,
Henderson, NV 89074, a copy of the Company’s Annual Report on Form 10-KSB for
the year ended December 31, 2005, will be provided without charge.
| |
|
By
Order of the Board of Directors |
|
| |
|
|
|
| |
|
|
|
|
Dated:
July 21, 2008.
|
|
/s/
Howard Pearl |
|
| |
|
President |
|
-6-