QHY GROUP - Quarter Report: 2010 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2010
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OR
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ________.
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COMMISSION FILE NUMBER: 001-34210
RHINO PRODUCTIONS, INC.
(Exact Name of Issuer as Specified in its Charter)
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NEVADA
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42-1743094
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Chaowai Street. Yi 12.
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Kuntai Center Commercial Street 01
Chaoyang District. Beijing China
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100020
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(Address of principal executive offices)
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(Zip code)
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Issuer's telephone number: 212 561-3604
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date:
At November 12, 2010, we had outstanding 3,809,600 shares of common stock.
Transitional Small Business Disclosure Format: Yes o No x
PART I
ITEM 1. FINANCIAL STATEMENTS
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
CONTENTS
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FINANCIAL STATEMENTS
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1
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2
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3
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4-9
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| 10-13 | |
| ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
| ITEM 4. CONTROLS AND PROCEDURES | 13-14 |
| PART II | |
| OTHER INFORMATION | |
| ITEM 1A. RISK FACTORS | 14 |
| ITEM 6. EXHIBITS | 14 |
| SIGNATURES | 14 |
ITEM 1. FINANCIAL STATEMENTS
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RHINO PRODUCTIONS, INC.
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(A Development Stage Enterprise)
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Balance Sheets
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September 30,
2010
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December 31,
2009
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(unaudited)
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||||||||
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ASSETS
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||||||||
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Current assets
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||||||||
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Cash
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$ | 1 | $ | 1 | ||||
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Total current assets
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1 | 1 | ||||||
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Total Assets
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$ | 1 | $ | 1 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$ | 16,155 | $ | 2,689 | ||||
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Loan from stockholder
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11,075 | - | ||||||
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Total current liabilities
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27,230 | 2,689 | ||||||
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Stockholders' deficit
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Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding
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- | - | ||||||
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Common stock, $0.001 par value; 70,000,000 shares authorized, 3,809,600 issued and outstanding at September 30, 2010 and December 31, 2009
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3,810 | 3,810 | ||||||
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Additional paid-in capital
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51,094 | 49,385 | ||||||
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Deficit accumulated during the development stage
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(82,133 | ) | (55,883 | ) | ||||
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Total Stockholders' Deficit
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(27,229 | ) | (2,688 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 1 | $ | 1 | ||||
See accompanying notes to financial statements
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Statements of Operations (Unaudited)
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Three months ended September 30,
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Nine months ended
September 30,
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For the period from October 26, 2007 (inception)
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||||||||||||||||||
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2010
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2009
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2010
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2009
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to September 30, 2010
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Expenses
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General and administrative
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-
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-
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-
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342
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2,109
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Professional fees
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9,597
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3,800
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26,100
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22,975
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79,874
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Taxes
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-
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-
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150
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-
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150
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Total expenses
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9,597
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3,800
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26,250
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23,317
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82,133
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Net loss
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$
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(9,597
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)
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$
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(3,800
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)
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$
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(26,250
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)
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$
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(23,317
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)
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$
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(82,133
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)
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Basic and diluted loss per common share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.01
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)
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$
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(0.01
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)
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Weighted average shares outstanding (basic & diluted)
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3,809,600
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2,609,600
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3,809,600
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2,591,434
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See accompanying notes to financial statements
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RHINO PRODUCTIONS, INC.
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(A Development Stage Enterprise)
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Statements of Cash Flows (Unaudited)
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Nine months ended
September 30,
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For the period of October 16, 2007 (inception)
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2010
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2009
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to September30, 2010
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Cash flows from operating activities
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Net loss
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$
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(26,250
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)
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$
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(23,317
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)
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$
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(82,133
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Common stock issued for services
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-
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12,000
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12,000
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Changes in operating assets and liabilities:
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Prepaid expenses
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-
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(5,500
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)
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-
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Accounts payable
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13,466
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10,375
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16,155
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Net cash used in operating activities
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(12,784
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)
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(6,442
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)
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(53,978
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)
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Net cash used in investing activities
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-
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-
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-
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Cash flows from financing activities
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Proceeds from stockholder loans
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11,075
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1,500
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32,960
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Proceeds from shareholder contribution to paid-in capital
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1,709
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-
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1,709
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Proceeds from sale of stock
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-
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1,485
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19,310
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Net cash provided by financing activities
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12,784
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2,935
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53,979
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Net increase (decrease) in cash
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-
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(3,457
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)
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1
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Cash at beginning of period
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1
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3,458
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-
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Cash at end of period
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$
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1
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$
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1
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$
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1
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Supplemental disclosure of non-cash investing and financing activities:
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Issuance of 120,000 shares of common stock for professional services
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$
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-
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$
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-
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$
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12,000
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Issuance of 1,200,000 shares of common stock to retire $21,885 of a shareholder loan
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$
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-
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$
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-
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$
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21,885
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Supplemental Cash Flow Information:
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Cash paid for interest
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$
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-
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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$
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-
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See accompanying notes to financial statements
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 1 – Nature of Business
Rhino Productions, Inc. (the “Company”) was organized October 16, 2007 under the laws of the State of Nevada for the purpose of providing cost effective, high quality coffee and wine products, accessories and related equipment. The Company currently has no operations or realized revenues from its planned business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise.
Note 2 – Significant Accounting Policies
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2010 and 2009 and for the periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements as reported in Form 10-K. The results of operations for the period ended September 30, 2010 are not necessarily indicative of the operating results for the full year.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2010 or December 31, 2009.
Income taxes
The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 2 – Significant Accounting Policies (continued)
Share Based Expenses
FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, and may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is also dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Recent Accounting Pronouncements
Recently Implemented Standards
ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 was effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 2 – Significant Accounting Policies (continued)
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
In August 2009, the FASB issued ASU Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU Update No. 2009-05”). ASU Update No. 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU Update No. 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.
In June 2009, the FASB issued SFAS 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for interim and annual periods beginning after November 15, 2009. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 2 – Significant Accounting Policies (continued)
Recently Issued Standards
In September 2009, the FASB issued Accounting Standard Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The implementation of ASC Update No. 2009-12 did not have a material effect on the Company’s financial position or results of operations.
In October 2009, the FASB issued Accounting Standard Update No. 2009-13, “Revenue Recognition (Topic 605)” (“ASU No. 2009-13”). The accounting standard update addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue-generating activities. Specifically, ASU No. 2009-13 addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. ASU No. 2009-13 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect that this standard will have a material impact on the Company’s financial position, results of operations and cash flows.
In October 2009, the FASB issued Accounting Standard Update No. 2009-14, “Software (Topic 985) Certain Revenue Arrangements That Include Software Elements” (“ASU No. 2009-14”). This accounting standard update addresses the accounting revenue arrangements that contain tangible products and software and it affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole. The accounting standard update clarifies what guidance should be used in allocating and measuring revenue. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software recognition guidance in Subtopic 985-605. The amendment requires that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. ASU No. 2009-14 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect that the implementation of this standard will have a material impact on the Company’s financial position, results of operations and cash flows.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 2 – Significant Accounting Policies (continued)
In January 2010, the FASB issued Accounting Standard Update No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements” (“ASU No. 2010-06”). This update requires additional disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. ASU No. 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The implementation of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.
Various other ASU's No. 2010-7 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
Note 3 – Loan from Stockholder
A Stockholder of the Company has from time to time advanced funds to facilitate the Company’s payment of its obligations. These advances take the form of a short-term, non-interest bearing note, payable on demand.
Note 4 – Stockholders’ Deficit
Preferred stock
The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.001. The Company has no preferred stock issued or outstanding.
Common stock
The authorized common stock of the Company consists of 70,000,000 shares with par value of $0.001. On October 23, 2007, the Company authorized the issuance of 2,350,000 shares of its $0.001 par value common stock in consideration of $5,350 in cash. During the year ended December 31, 2008, the Company issued 134,750 shares of its common stock for $13,475 of cash. Also during the year ended December 31, 2008, the Company issued 2,000 shares of common stock for a $200 subscription receivable which was collected in January 2009. During the year ended December 31, 2009, the Company issued 2,850 shares of common stock for $285 in cash and 120,000 shares of common stock for $12,000 of professional services. In conjunction with a change in control of the Company, the former officer received 1,200,000 shares of common stock in return for the extinguishment of $21,885 in officer loans advanced to the Company. The total common shares issued and outstanding at September 30, 2010 and December 31, 2009 were 3,809,600.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2010 and 2009
Note 4 – Stockholders’ Deficit (continued)
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC 260, “Earnings per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the period. As of September 30, 2010 and December 31, 2009 and since inception, the Company had no dilutive potential common shares.
Note 5 – Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
Note 6 – Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no events to disclose.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which involve risks and uncertainties. All statements other than statements of historical information provided herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors" and elsewhere in this report and the risks discussed in our other filings with the SEC. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this Quarterly Report, references to "our company," "Company," "we" or "us" refers to Rhino Productions, Inc., unless otherwise specifically stated or the context requires otherwise.
Introduction
We were incorporated under Nevada law on October 12, 2007. We are a development stage company that has not generated any revenue from operations since inception. We are a “shell company” (as that term is defined in Rule 12b-2 under the Exchange Act).
Plan of Operations
We will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.
We expect that we will need to raise funds in order to effectuate our business plan. We will seek to establish or acquire businesses or assets with funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.
Results of Operations
|
Three months ended
September 30,
|
For the period from
October 16, 2007
(inception)
|
|||||||||||
|
2010
|
2009
|
to September 30, 2010
|
||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Expenses
|
||||||||||||
|
General and Administrative
|
-
|
-
|
2,109
|
|||||||||
|
Professional fees
|
9,597
|
3,800
|
79,874
|
|||||||||
|
Taxes
|
150
|
|||||||||||
|
Total expenses
|
9,597
|
3,800
|
82,133
|
|||||||||
|
Net loss
|
$
|
(9,597)
|
$
|
(3,800
|
)
|
$
|
(82,133)
|
|||||
|
Basic and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||
|
Weighted average shares outstanding
|
3,809,600
|
2,609,600
|
||||||||||
|
Nine months ended
September 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Revenue
|
$
|
-
|
$
|
-
|
||||
|
Expenses
|
||||||||
|
General and Administrative
|
342
|
|||||||
|
Professional fees
|
26,100
|
22,975
|
||||||
|
Taxes
|
150
|
- | ||||||
|
Total expenses
|
26,250
|
23,317
|
||||||
|
Net loss
|
$
|
(26,250
|
)
|
$
|
(23,317
|
)
|
||
|
Basic and diluted loss per common share
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
||
|
Weighted average shares outstanding
|
3,809,600
|
2,591,434
|
||||||
We have had no revenues from inception through September 30, 2010. We had a cumulative net loss from inception through September 30, 2010 of $(82,133), and a cumulative net loss from inception through September 30, 2009 of $(44,144). We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
During the next twelve months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
Financial Condition
Our auditor's going concern opinion for prior years and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet limited operating expenses. We do not have sufficient cash or other material assets nor do we have sufficient operations or an established source of revenue to cover our operational costs that would allow us to continue as a going concern.
Since we have had no operating history nor any revenues or earnings from operations, with no significant assets or financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity and consummate such a business combination.
We are dependent upon our principal stockholder and officer to meet any de minimis costs that we may incur.
Liquidity and Capital Resources
As of September 30, 2010, we had a stockholders’ deficit of $(27,229), as compared to $(2,688) as of December 31, 2009.
A stockholder of the Company advanced funds totaling $21,885 for expenses of the Company since 2008 which has been retired by the issuance of 1,200,000 shares of common stock. Another shareholder provided $1,709 to the Company in the form of additional contributed capital, and $11,075 in the form of a non-interest bearing demand note during the first nine months of 2010.
The capital requirements relating to the acquisition of an operating business may be significant.
Management plans to rely on the proceeds from a debt or equity financing and the sale of shares held by it to finance its ongoing operations. During 2010, we intend to continue to seek additional capital in order to meet our cash flow and working capital. There is no assurance that we will be successful in achieving any such financing or raise sufficient capital to fund our operations and further development. We cannot assure you that financing will be available to us on commercially reasonable terms, if at all. If we are not successful in sourcing significant additional capital in the near future, we will be required to significantly curtail or cease ongoing operations and consider alternatives that would have a material adverse affect on our business, results of operations and financial condition.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.
The following critical accounting policies affect our more significant estimates and assumptions used in preparing our financial statements.
Our financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. Our financial statements do not include any adjustments to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Going Concern
The nature of our financial status makes us lack the characteristics of a going concern. This is because the company, due to its financial condition, may have to seek loans or the sale of its securities to raise cash to meet its cash needs. We have no revenue and no cash. The level of current operations does not sustain our expenses and we have no commitments for obtaining additional capital. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Critical Accounting Policies and Recent Accounting Pronouncements
See Note 2 - Significant Accounting Policies, in Item 1, Financial Statements, herein for a discussion of the Company’s critical accounting policies and the effect of recent accounting pronouncements.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4 (T). CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures.
Management of Rhino Productions, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Ya Kun Song. Based on her evaluation of our disclosure controls and procedures, she concluded that during the period covered by this report, such disclosure controls and procedures were not effective. This was due to our status as a shell company and our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
(b) Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgment in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
Item 1A – RISK FACTORS.
There have been no material changes in the risk factors previously disclosed in the Registrant's Form 10-K for the fiscal year ended December 31, 2009, which are incorporated by reference into this report.
ITEM 6 - EXHIBITS
|
31.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
RHINO PRODUCTIONS, INC.
|
|||
|
Dated: November 15, 2010
|
By:
|
/s/ Ya Kun Song
|
|
|
Ya Kun Song
|
|||
|
Chief Executive Officer, President and
Chief Financial Officer
|
|||
14