As filed with the Securities and
Exchange Commission on February
28,
2008
File
No. 333-149025
SECURITIES
AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________
FORM
S-1/A
(Amendment
No.1)
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
________________
RHINO
PRODUCTIONS
,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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5812
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42-1743094
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(State
or other jurisdiction of incorporation or organization)
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(Primary
Standard Industrial Classification Code Number)
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(I.R.S.
Employer Identification Number)
|
16887 NW
King Richards Court
Sherwood,
Oregon 97140
(925)
234-1783
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Ronald G.
Brigham
President
and Chief Executive Officer
16887 NW
King Richards Court
Sherwood,
Oregon 97140
(925)
234-1783
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Genesis
Corporate Development, LLC
818
Rising Star Boulevard
Henderson,
Nevada 89014
(509)
781-0137
Approximate Date of Commencement of
Proposed Sale to the Public:
As soon as practicable after the
effective date of this registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box:
o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
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. (Check
one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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o
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Smaller
reporting company
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x
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CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to
be
registered
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Amount
to
be
registered
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Proposed
maximum
offering
price per unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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Common
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750,000
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$0.10[1]
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$75,000
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$2.30
[2]
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[1] No
exchange or over-the-counter market exists for Rhino Productions, Inc’s. common
stock. The offering price has been arbitrarily determined and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
[2] Fee
calculated in accordance with Rule 457(o) of the Securities Act of 1933, as
amended “Securities Act”. Estimated for the sole purpose of
calculating the registration fee.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
[The
Remainder of This Page Left Blank Intentionally]
Prospectus
Rhino
Productions Inc.
PROSPECTUS
750,000
Shares of Common Stock
$0.001
Par Value No Minimum
$0.10 per
share
Rhino
Productions, Inc. (“RPI” “or the “Company”) is offering on a best-efforts basis
750,000 shares of its common stock at a price of $0.10 per share. The shares are
intended to be sold directly through the efforts of Ronald G. Brigham, the sole
officer and director of RPI. The intended methods of communication include,
without limitation, telephone and personal contact. For more information, see
the section titled “Plan of Distribution” herein.
RPI is
not using an underwriter. The offering does not require that the Company sell a
minimum number of shares. There is no arrangement to place the proceeds from
this offering in escrow, trust or similar account. The proceeds from the sale of
the shares in this offering will be payable to Rhino Productions,
Inc.
The
offering shall terminate on the earlier of (i) the date when the Company decides
to do so, or (ii) RPI may, at its discretion, extend the offer up to an
additional two (2) years from the date this offer is declared
effective.
Prior to
this offering, there has been no public market for RPI’s common
stock.
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Number
of
Shares
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Offering
Price
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Underwriting
Discounts & Commissions
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Proceeds
to the Company
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Per
Share
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1
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$
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0.10
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$
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0.00
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$
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0.10
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Maximum
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750,000
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$
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75,000
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$
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0.00
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$
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75,000
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This
investment involves a high degree of risk. You should purchase shares only if
you can afford a complete loss of your investment. See the section titled “Risk
Factors” herein.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
information in this prospectus is not complete and may be changed. RPI may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Rhino
Productions, Inc. does not plan to use this offering prospectus before the
effective date.
The Date
of this Prospectus is ___________________.
TABLE
OF CONTENTS
PART
I: INFORMATION REQUIRED IN PROSPECTUS
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PAGE
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PROSPECTUS
SUMMARY
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5
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Rhino
Productions, Inc.
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5
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The
Offering
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6
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Selected
Financial Data
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7
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RISK
FACTORS
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8
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Risk
Factors Relating to Rhino Productions, Inc.
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8
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Risk
Factors Relating to this Offering
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11
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USE
OF PROCEEDS
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14
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DETERMINATION
OF OFFERING PRICE
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16
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DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
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17
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SELLING
SHAREHOLDERS
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18
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PLAN
OF DISTRIBUTION; TERMS OF OFFERING
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18
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Section
15(g) of the Exchange Act
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20
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Terms
of Offering
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21
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Procedures
for Subscribing
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21
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Right
to Accept or Reject Subscriptions
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21
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Offering
Period and Expiration Date
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21
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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21
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INTERESTS
OF NAMED EXPERTS AND COUNSEL
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22
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DESCRIPTION
OF BUSINESS
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23
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Background
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23
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Business
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23
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Service
Methods
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24
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Marketing
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25
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Competition
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25
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Government
Regulations
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25
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Employees
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25
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Facilities
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26
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Legal
Proceedings
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26
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Market
for Common Stock and Related Shareholder Matters
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26
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Management’s
Discussion And Analysis Of Financial Condition And
Results
Of Operations
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27
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Changes
in Disagreements With Accountants on Accounting and
Financial
Disclosure
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32
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Director,
Executive Officer, Promoters and Control Persons
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32
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Executive
Compensation
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32
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Code
of Ethics
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33
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Corporate
Governance
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33
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Security
Ownership of Certain Beneficial Owners and Management
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33
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Transactions
with Related Persons, Promoters and Certain Control
Persons
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33
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
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34
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PART
II: INFORMATION NOT REQUIRED IN PROSPECTUS
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36
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OTHER
EXPENSES OF ISSUANCES AND DISTRIBUTION
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36
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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36
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RECENT
SALE OF UNREGISTERED SECURITIES
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36
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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37
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UNDERTAKINGS
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38
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SIGNATURES
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39
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PART
I: INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
SUMMARY
Prospectus
Summary: The following summary is supported by reference to the more
detailed information and the financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Each prospective investor is urged to
read this Prospectus in its entirety.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors" on pages 8 -
14.
Rhino
Productions, Inc.
Rhino
Productions, Inc. (“RPI” or the “Company”) was incorporated in the state of
Nevada on October 16, 2007. RPI has a principal business objective of providing
cost effective, high quality coffee and wine products, accessories and related
equipment for the discriminating consumer, at convenient locations to the
discerning gourmet, the general public and all levels of consumers eager to
expand their interest in fine coffee and wine. RPI is a one-stop, wine and
coffee company for the discerning consumer and exceeds all industry standards
for quality while providing general and specialty merchandise.
RPI is a
development stage company that has not significantly commenced its planned
principal operations and has no significant assets. The Company’s operations to
date have been devoted primarily to startup and development activities, which
include the following:
1.
Formation of the Company;
2.
Development of the Company’s business plan;
3.
Obtaining capital through sales of shares of Common Stock to its founders;
and
4.
Exploration of locations satisfactory for the Company’s initial retail
establishment.
RPI is
attempting to become fully operational. In order to generate revenues, the
Company must address the following areas:
1. Establish our website:
Establishing our presence on the Internet is critical to reaching a broad
consumer base. We are in the process of developing a website. To date, we have
not secured a web site address, nor do we have an operational web site. We
expect this web site to be a primary marketing tool whereby we will disseminate
information on our products and services.
2. Develop and Implement a Marketing
Plan:
In order to promote our company and establish our brand, we believe
we will be required to develop and implement a comprehensive marketing plan. We
plan to use our Internet site to be the focus of our marketing and sales
efforts. We intend to advertise our site through the use of banner
advertisements and search engine placement. To date, we have no marketing or
sales initiatives or arrangements. Without any marketing campaign, we may be
unable to generate interest in, or generate awareness of, our
company.
We are a
small, start-up company that has not generated any significant revenues and
lacks a stable customer base. At the present time, each potential customer
generally obtains his or her gourmet coffee, fine wine and supplies
from several different sources. The Company plans to combine the sale of coffee
and fine wines in a retail establishment conveniently located. The Company’s
units prepare and stock the actual items most generally needed or whose use is
reasonably anticipated, or to enter into strategic alliances with manufacturers
or large distributors who will maintain such items.
Since our
inception on October 16, 2007 to October 31, 2007, the date of our audited
statements, we did not generate any significant revenues and have incurred a
cumulative net loss of $10,260. We believe that the $75,000 in funds to be
received from the sale of our common equity will be sufficient to finance our
efforts to become fully operational and carry us through the next twelve (12)
months. The capital raised has been budgeted to establish our infrastructure and
to become a fully reporting company. We believe that the recurring revenues from
sales of services will be sufficient to support ongoing operations.
Unfortunately, there can be no assurance that the actual expenses incurred will
not materially exceed our estimates or that cash flows from sales of merchandise
will be adequate to maintain our business. As a result, our independent auditors
have expressed substantial doubt about our ability to continue as a going
concern in the independent auditors’ report to the financial statements included
in the registration statement.
RPI
currently has one officer and director, who is the same individual. This
individual allocates time and personal resources to RPI on a part-time
basis.
As of the
date of this prospectus, the Company has 2,350,000 shares of $0.001 par value
common stock issued and outstanding.
RPI has
administrative offices located at 16887 NW King Richard Court, Sherwood, Oregon
97140 with a telephone number of (925) 234-1783.
Rhino
Productions, Inc.’s fiscal year end is December 31.
The
Offering
RPI’s
common stock is not presently traded on any market or securities exchange.
2,350,000 shares of common stock are issued and outstanding as of the date of
this prospectus. RPI plans to offer its shares to the public, with no minimum
amount to be sold.
RPI is
offering for sale common stock. If we are unable to sell its stock
and raise money, RPI’s business would fail as it would be unable to complete its
business plan.
There is
currently no public market for the common stock. Rhino Productions, Inc. intends
to apply to have the common stock quoted on the OTC Bulletin Board (OTC BB). No
trading symbol has yet been assigned. RPI’s Officer, Director owns 2,150,000
shares of Restricted Common Stock. Two non-affiliated entities own
200,000 shares of Restricted Common Stock. There are 2,350,000 shares of common
stock issued and outstanding as of the date of this prospectus.
To be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this registration statement, no
filing has been made. The current absence of a pubic market for our common stock
may make it more difficult for you to sell shares of our common stock that you
own.
RPI is
offering on a self-underwritten basis 750,000 shares of its common stock at a
price of $0.10 per share. The proceeds from the sale of the shares in this
offering will be payable to “Rhino Productions, Inc.” and will be deposited in
the Company’s bank for the development and institution of the business plan. All
subscription agreements and checks are irrevocable and should be delivered to
the Company at: 16887 NW King Richard Court, Sherwood, Oregon 97140. Failure to
do so will result in checks being returned to the investor who submitted the
check.
All
subscription funds will be made immediately available to the Company (see the
section titled “Plan of Distribution” herein). The offering shall terminate on
the earlier of (i) the date when the sale of all 750,000 shares is completed or
the Company may, at its discretion, extend the offering up to two (2) years from
the date the offering was declared effective. The Company will deliver stock
certificates attributable to shares of common stock purchased directly to the
purchasers within ninety (90) days of the close of the offering.
The
offering price of the common stock has been arbitrarily determined and bears no
relationship to any objective criterion of value. The price does not bear any
relationship to RPI’s assets, book value, historical earnings or net
worth.
RPI will
apply the proceeds from the offering to pay for accounting fees, legal and
professional fees, office equipment and furniture, office supplies, rent and
utilities, salaries, sales and marketing, inventory and general working
capital.
The
Company has not presently secured an independent stock transfer agent, but has
identified one that will be retained upon close of the offering to facilitate
the processing of stock certificates. Such transfer agent will be Delos Stock
Transfer, LLC, 665 Ashford Place, Brentwood, California 94513, having a
telephone number of (503) 320-2873.
The
purchase of the common stock in this offering involves a high degree of risk.
The common stock offered in this prospectus is for investment purposes only and
currently no market for RPI’s Common Stock exists. Please refer to the sections
herein titled “Risk Factors” and “Dilution” before making an investment in this
stock.
Selected
Financial Data
The
following table sets forth summary financial data derived from RPI financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
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As
of
October
31, 2007
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Revenues
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$
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0
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Operating
Expenses
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$
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0
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Earnings
(Loss)
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$
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0
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Total
Assets
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$
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5,350
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Total
Liabilities
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$
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300
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Working
Capital
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$
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5,050
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Shareholder’s
Equity
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$
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5,050
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[The
remainder of this page left blank intentionally]
RISK
FACTORS
An
investment in our common stock involves a high degree of risk and should be
considered a speculative investment. You should carefully consider the risks
described below and the other information in this prospectus. If any of the
following risks occur, our business, operating results and financial condition
could be seriously harmed. The trading price of our common stock could decline
due to any of these risks, and you could lose all or part of your
investment.
We cannot
assure any investor that we will successfully address these risks.
Risk
Factors Relating to Rhino Productions, Inc
INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF RPI FAILS TO IMPLEMENT ITS BUSINESS
PLAN.
As a
development-stage company, RPI expects to face substantial risks, uncertainties,
expenses and difficulties. RPI was formed in Nevada on October 16, 2007. RPI has
no demonstrable operations record of substance upon which you can evaluate RPI
business and prospects. RPI prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development. RPI cannot guarantee that it will be
successful in accomplishing its objectives.
As of the
date of this prospectus, RPI has had only limited start-up operations and has
generated minimal revenues. Taking these facts into account, independent
auditors have expressed substantial doubt about RPI’s ability to continue as a
going concern in the independent auditors’ report to the financial statements
included in the registration statement, of which this prospectus is a part. In
addition, RPI’s lack of operating capital could negatively impact the value of
its common shares and could result in the loss of your entire
investment.
RPI MAY NOT BE ABLE TO
GENERATE REVENUES AS A WINE AND COFFER PURVEYOR.
RPI
expects to earn revenues solely from its gourmet coffee and premium wine bars.
In the opinion of the sole Company officer and director, the Company reasonably
believes that it will begin to generate revenues within approximately twelve
months from the date the offering is sold.
COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS.
The
coffee and wine industry is highly competitive. Many Company competitors are
significantly larger and have substantially greater financial, marketing and
other resources and have achieved public recognition for their services.
Competition by existing and future competitors could result in an inability to
secure adequate consumer relationships sufficient enough to support Company
endeavors. RPI cannot be assured that it will be able to compete successfully
against present or future competitors or that the competitive pressure it may
face will not force it to cease operations.
RPI MAY NOT BE ABLE TO
ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE
UNAVAILABLE.
RPI has
limited capital resources. To date, the Company has funded its operations from
the initial sale of stock to a limited number of founders and has not generated
sufficient cash from operations to be profitable or to maintain sufficient
inventory. Unless RPI begins to generate sufficient revenues to finance
operations as a going concern, the Company may experience liquidity and solvency
problems. Such liquidity and solvency problems may force the Company to cease
operations if additional financing is not available. No known alternative
resources of funds are available to us in the event it does not have adequate
proceeds from this offering. However, the Company believes that the net proceeds
of the offering will be sufficient to satisfy the start-up and operating
requirements for the next 12 months.
RPI’S AUDITOR HAS
SUBSTANTIAL DOUBTS AS TO RPI’S ABILITY TO CONTINUE AS A GOING
CONCERN.
Our
auditor's report on our October 31, 2007 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our officer may be unable or unwilling to loan or
advance any capital to RPI we believe that if we do not raise at least $25,000
from our offering, we may be required to suspend or cease the implementation of
our business plans within 12 months. Since there is no minimum and no refunds on
sold shares, you may be investing in a company that will not have the funds
necessary to continue to deploy its business strategies.
See “October 31, 2007 Audited
Financial Statements - Auditors Report."
Because
the Company has been issued an opinion by its auditors that substantial doubt
exists as to whether the company can continue as a going concern, it may be more
difficult for the company to attract investors. RPI incurred no net loss for the
period from inception to October 31, 2007 and we have no revenue. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations from the sale of our products. We plan to seek additional funds
through private placements of our common stock. Our financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event we cannot continue in existence.
IF WE COMPLETE A FINANCING
THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN
SHAREHOLDERS WILL EXPERIENCE DILUTION.
The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result
in dilution of equity ownership to existing shareholders. This means that, if we
sell shares of our common stock, more shares will be outstanding and each
existing shareholder will own a smaller percentage of the shares then
outstanding. To raise additional capital we may have to issue additional shares,
which may substantially dilute the interests of existing shareholders.
Alternatively, we may have to borrow large sums, and assume debt obligations
that require us to make substantial interest and capital payments.
BECAUSE WE LACK AN OPERATING
HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE, WHICH MAY RESULT IN THE LOSS
OF YOUR INVESTMENT.
RPI is a
development stage company and has not even begun the initial stages of product
sourcing. Thus, we have no way to evaluate the likelihood that we will be able
to operate the business successfully. We were incorporated on October 16, 2007
and to date have been involved primarily in organizational activities and market
research. We have never been profitable and have never generated any
revenue. Based upon current plans, we expect to incur operating
losses in future periods. This will occur because there are expenses associated
with the sourcing of products, the purchasing of samples and marketing products
to prospective business customers in order to enable the company enter into the
wine and coffee business.
We cannot
guarantee we will be successful in generating revenue in the future or be
successful in raising funds through the sale of shares to pay for the Company's
business plan and expenditures. As of the date of this prospectus, we have not
earned any revenue. Failure to generate revenue will cause us to go out of
business, which will result in the complete loss of your
investment.
BECAUSE MANAGEMENT DOES NOT
HAVE ANY TECHNICAL EXPERIENCE IN THE Wine AND COFFEE SECTOR, OUR BUSINESS HAS A
HIGH RISK OF FAILURE.
While
management has training and experience in project estimating, cost accounting,
retail store openings, personnel management and the compliance issues
surrounding public entities, management does not have technical training in
retail wine distribution. As a result, we may not be able to recognize and take
advantage of opportunities in the fine wine sector without the aid of
consultants. Also, with no direct training or experience, our management may not
be fully aware of the specific requirements related to working in the wine
industry. Management’s decisions and choices may not be well thought out and our
operations, earnings and ultimate financial success may suffer irreparable harm
as a result.
OUR ABILITY TO OPEN A NEW
FACILITY WILL BE CONTINGENT ON OBTAINING PROPER BUILDING AND MUNICIPAL PERMITS.
IF WE ARE UNABLE TO DO SO, OUR BUSINESS WILL FAIL.
In order
to open a new store/bar location, construction and operating permits must be
acquired from various governmental agencies. Depending upon zoning, our proposed
usage may be unacceptable to these governing bodies. In such circumstances, we
will be forced to abandon the location and seek out another. If no suitable
location can be found, our business will fail.
RPI’S SUCCESS IS DEPENDENT
ON CURRENT MANAGEMENT, WHO MAY BE UNABLE TO DEVOTE SUFFICIENT TIME TO THE
DEVELOPMENT OF RPI’S BUSINESS PLAN, WHICH COULD CAUSE THE BUSINESS TO
FAIL.
RPI is
heavily dependent on the management experience that our sole Officer and
Director, Ronald Brigham, brings to the company. If something were to happen to
him, it would greatly delay its daily operations until further industry contacts
could be established. Furthermore, there is no assurance that suitable people
could be found to replace Mr. Brigham. In that instance, RPI may be unable to
further its business plan. Additionally, Mr. Brigham is employed outside of
RPI. Mr. Brigham has been and continues to expect to be able to
commit approximately 10 hours per week of his time, to the development of RPI’s
business plan in the next twelve months. If management is required to spend
additional time with his outside employment, he may not have sufficient time to
devote to RPI and RPI would be unable to develop its business plan.
RPI HAS
LIMITED FINANCIAL RESOURCES AT PRESENT, AND PROCEEDS FROM THE OFFERING MAY NOT
BE USED TO FULLY DEVELOP ITS BUSINESS
.
RPI has
limited financial resources at present; as of October 31, 2007, we had $5,350.00
of cash on hand. If it is unable to develop its business plan, it may be
required to divert certain proceeds from the sale of RPI’s stock to general
administrative functions. If RPI is required to divert some or all of proceeds
from the sale of stock to areas that do not advance the business plan, it could
adversely affect its ability to continue by restricting the Company's ability to
become listed on the OTCBB, advertise and promote the Company and its products;
travel to develop new marketing, business and customer relationships; and
retaining and/or compensating professional advisors.
RPI HAS NO CUSTOMERS TO
DATE, AND MAY NOT DEVELOP SUFFICIENT CUSTOMERS TO STAY IN
BUSINESS.
RPI has
not sold any products or provided any services, and may be unable to do so in
the future. In addition, if RPI is unable to develop sufficient customers for
its products, it will not generate enough revenue to sustain its business, and
may have to adjust its business plan, or it may fail.
RPI MAY BE UNABLE TO
COMPLETE ITS WEBSITE, WHICH IS NECESSARY TO PROMOTE AND MARKET ITS
PRODUCTS.
RPI does
not currently have a website as such the Company is not yet operational. RPI
intends to use the website as a promotional and marketing tool for its customers
to use. RPI has allocated from $3,000 up to $15,000 to develop its website in
the next twelve months, if it is able to raise capital through this prospectus.
RPI intends to use the website as an "on-line catalog" for its customers to be
able to view the entire line of products and services. In addition, the website
will be used as a tool for clients to use to download coupons and promotional
incentives to visit the physical location or locations. If this website is not
available, RPI may not be able to adequately market its products and services to
potential customers.
RPI WILL RELY UPON
CONSULTANTS FOR WEB-DEVELOPMENT AND THE CONSULTANT MAY NOT COMPLETE THE WORK
WITHIN THE SET FRAMEWORK AND ON TIME.
RPI is
also heavily dependent on the web consultant to develop the website in a timely
matter and within budget. If the consultant does not fulfill his duties, RPI may
not be able to find another consultant with specific expertise to develop its
website.
IF WE DO NOT RECEIVE
ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We have
determined that our current operating funds are not sufficient to complete our
intended business objectives. As of October 31, 2007, we had cash on hand
in the amount of $5,350.00. The net proceeds of our direct offering of the
shares are estimated at $75,000 and are expected to be used for expenses related
to this initial public offering. We will have to allocate additional capital for
development costs of our future operating units. Our current cash position will
not cover these costs. We will, therefore, need to raise additional capital in
order to cover the costs of our business plan implementation. We do not
currently have any arrangements for financing and may not be able to find such
financing that is required. We currently do not have any operations and we do
not have any income.
The most
likely options for future funds that will be available to us are through debt
financing and through the sale of equity capital. We will only be able to secure
debt financing for location build out if we are able to prove that the proposed
location is economically viable and adequate collateral can be pledged to the
lender to cover the amount of the loan. We do not have any arrangements in place
for debt financing or the sale of our securities.
These
risk factors, individually or occurring together, would likely have a
substantial negative effect on RPI’s business and would likely cause it to
fail.
Risk
Factors Relating to this Offering
BECAUSE WE DO NOT HAVE AN
ESCROW OR TRUST ACCOUNT FOR INVESTOR’S SUBSCRIPTIONS, IF WE FILE FOR
BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL
LOSE THEIR ENTIRE INVESTMENT.
Invested
funds for this offering will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors and
will not be used for the sourcing and sale of promotional
products.
PURCHASERS IN THIS OFFERING
WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE RONALD G. BRIGHAM, THE
COMPANY’S SOLE OFFICER, DIRECTOR AND SHAREHOLDER CONTROLS ALL OF THE COMPANY
ISSUED AND OUTSTANDING COMMON STOCK.
Ronald G.
Brigham, the Company’s sole director and executive officer beneficially owns
91.5% of the outstanding common stock at the present time. As a result of such
ownership, investors in this offering will have limited control over matters
requiring approval by the Company security holders, including the election of
directors. Assuming the maximum amount of shares of this offering is sold, Mr.
Brigham would retain 68.6% ownership in the Company’s common stock Such
concentrated control may also make it difficult for the Company’s other
stockholders to receive a premium for their shares of RPI’s common stock in the
event the Company enters into transactions which require stockholder approval.
In addition, certain provisions of Nevada law could have the effect of making it
more difficult or more expensive for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
For example, Nevada law provides that not less than two-thirds vote of the
stockholders is required to remove a director for cause, which could make it
more difficult for a third party to gain control of the Board of Directors. This
concentration of ownership limits the power to exercise control by the minority
shareholders.
BECAUSE ONE EXISTING
STOCKHOLDER OWNS A MAJORITY OF THE OUTSTANDING COMMON STOCK, FUTURE CORPORATE
DECISIONS WILL BE CONTROLLED BY THIS PERSON; WHOME INTEREST MAY DIFFER FROM THE
INTERESTS OF OTHER STOCKHOLDERS, AND MAY BE ADVERSE TO THOSE OTHER SHAREHOLDERS'
INTERESTS.
Currently,
our Officer, sole Director owns 91.4% of the outstanding shares of the
Company. If we are successful in selling all the shares in this
Offering, the sole Officer and Director will own approximately 68.55% of the
outstanding shares of common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions, including
mergers, consolidations and the sale of all or substantially all of our assets,
and also the power to prevent or cause a change in control. The interests of
this stockholder may differ from the interests of the other stockholders, and
they may make decisions, as a stockholder, with which the other stockholders may
not agree. Such decisions may be detrimental to RPI’ business plan and/or
operations and they may cause the business to fail.
THERE IS CURRENTLY NO MARKET
FOR RPI’S COMMON STOCK, BUT IF A MARKET FOR OUR COMMON STOCK DOES DEVELOP, OUR
STOCK PRICE MAY BE VOLATILE.
There is
currently no market for RPI’s common stock and there is no assurance that a
market will develop. If a market develops, it is anticipated that the market
price of RPI’s common stock will be subject to wide fluctuations in response to
several factors including:
|
o
|
The
ability to complete the development of RPI in order to provide those
products and services to the
public;
|
|
o
|
The
ability to generate revenues from
sales;
|
|
o
|
The
ability to generate brand recognition of the RPI products and services and
acceptance by consumers;
|
|
o
|
Increased
competition from competitors who offer competing services;
and
|
|
o
|
RPI’s
financial condition and results of
operations.
|
OUR COMMON STOCK IS A PENNY
STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY
STOCK REGULATIONS AND THE NASD’S SALES PRACTICES REQUIREMENTS, WHICH MAY LIMIT A
STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
The
Company’s common shares may be deemed to be “penny stock” as that term is
defined in Regulation Section “240.3a51 -1 of the Securities and Exchange
Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than
U.S. $5.00 per share; (b) that are not traded on a “recognized” national
exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ - where listed stocks must still meet requirement (a) above); or
(d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the
issuer has been in continuous operation for at least three years) or U.S.
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than U.S. $6,000,000 for the last three years. Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that are
deemed to be “penny stock”. Moreover, Regulation Section “240.15g -9” of the SEC
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to: (a) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (b) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (c) provide the investor with
a written statement setting forth the basis on which the broker dealer made the
determination in (ii) above; and (d) receive a signed and dated copy of such
statement from the investor confirming that it accurately reflects the
investor’s financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company’s common shares to resell their common shares to third parties or to
otherwise dispose of them. Stockholders should be aware that, according to
Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991,
the market for penny stocks has suffered in recent years from patterns of fraud
and abuse. Such patterns include:
(i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer
(ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases
(iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons
(iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers
(v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses
Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.
WHILE RPI EXPECTS TO APPLY
FOR LISTING ON THE OTC BULLETIN BOARD (OTCBB), WE MAY NOT BE APPROVED, AND EVEN
IF APPROVED, SHAREHOLDERS MAY NOT HAVE A MARKET TO SELL THEIR SHARES, EITHER IN
THE NEAR TERM OR IN THE LONG TERM, OR BOTH.
We can
provide no assurance to investors that our common stock will be traded on any
exchange or electronic quotation service. While we expect to apply to the OTC
Bulletin Board, we may not be approved to trade on the OTCBB, and we may not
meet the requirements for listing on the OTCBB. If we do not meet the
requirements of the OTCBB, our stock may then be traded on the "Pink Sheets,"
and the market for resale of our shares would decrease dramatically, if not be
eliminated.
SALES OF OUR STOCK UNDER
RULE 144 COULD REDUCE THE MARKET PRICE OF OUR SHARES.
All of
the 2,150,000 shares of our common stock held by Mr. Brigham are restricted
securities under Rule 144 of the Securities Act of 1933. None of our shares held
by affiliates are currently eligible for resale until 90 days after the
effective date of this registration statement. In general, persons holding
restricted securities, including affiliates, must hold their shares for a period
of not less than one year, may not sell more than one percent of the total
issued and outstanding shares in any 90 day period and must resell the shares in
an unsolicited brokerage transaction at the market price. These restrictions do
not apply to re-sales of shares under Rule 144(k). The availability for sale of
substantial quantities of Common Stock under Rule 144 could reduce prevailing
market prices of our securities.
BECAUSE WE DO NOT HAVE AN
AUDIT COMMITTEE, SHAREHOLDERS WILL HAVE TO RELY ON THE SOLE DIRECTOR, WHO IS NOT
INDEPENDENT, TO PERFORM THESE FUNCTIONS.
We do not
have an audit or compensation committee comprised of independent directors.
These functions are performed by the board of directors as a whole. The sole
member of the Board of Directors is not an independent director. Thus, there is
a potential conflict in that the sole board member is also engaged
in management and participates in decisions concerning management
compensation and audit issues that may affect management
performance.
YOU MAY NOT BE ABLE TO SELL
YOUR SHARES IN RPI BECAUSE THERE IS NO PUBLIC MARKET FOR THE COMPANY’S
STOCK.
There is
no public market for RPI’s common stock. All of the issued and outstanding
common stock is currently held by Ronald G. Brigham, Ramsgate Group, Inc. and
Jameson Capital, LLC. Therefore, the current and potential market for the
Company’s common stock is limited. In the absence of being listed, no market is
available for investors in the common stock to sell their shares. RPI cannot
guarantee that a meaningful trading market will develop.
If RPI’s
stock ever becomes tradable, of which the Company cannot guarantee success, the
trading price of the Company’s common stock could be subject to wide
fluctuations in response to various events or factors, many of which are or will
be beyond RPI’s control. In addition, the stock market may experience extreme
price and volume fluctuations, which, without a direct relationship to the
operating performance, may affect the market price of the Common
Stock.
INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE THE COMPANY’S STOCK WILL BE
SUBJECT TO PENNY STOCK REGULATION.
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in Rhino Productions, Inc.’s
shares, thereby reducing the level of trading activity in any secondary market
that may develop for the shares. Consequently, investors in the Company’s
securities may find it difficult to sell their securities, if at
all.
INVESTORS IN THIS OFFERING
WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL
DILUTION
The
founding shareholders acquired 2,350,000 restricted shares of RPI’s Common Stock
at a price per share of $0.00228. Upon the sale of the common stock offered
hereby, the investors in this offering will experience an immediate and
substantial “dilution.” Therefore, the investors in this offering will
bear a substantial portion of the risk of loss. Additional sales of the
Company’s Common Stock in the future could result in further dilution. Please
refer to the section titled “Dilution” herein.
ALL OF THE COMPANY’S ISSUED
AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES
ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND THE SHARES
ARE SOLD IN THE OPEN MARKET, THE PRICE OF THE COMPANY COMMON STOCK COULD BE
ADVERSELY AFFECTED.
All of
the presently outstanding shares of common stock, aggregating 2,350,000 shares
of Common Stock, are “restricted securities” as defined under Rule 144
promulgated under the Securities Act and may only be sold pursuant to an
effective registration statement or an exemption from registration, if
available. Rule 144, as amended, is an exemption that generally provides that a
person who has satisfied a one year holding period for such restricted
securities may sell, within any three month period (provided RPI is current in
its reporting obligations under the Exchange Act), subject to certain manner of
resale provisions, an amount of restricted securities which does not exceed the
greater of 1% of a company’s outstanding common stock or the average weekly
trading volume in such securities during the four calendar weeks prior to such
sale. The Company currently has one shareholder who owns 2,150,000 restricted
shares or 91.49% of the aggregate shares of outstanding common stock. At such
time as these shares become unrestricted and available for sale, the sale of
these shares by this individual, whether pursuant to Rule 144 or otherwise, may
have an immediate negative effect upon the price of RPI’s Common Stock in any
market that might develop.
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in RPI’s shares, thereby
reducing the level of trading activity in any secondary market that may develop.
Consequently, owners of RPI’s securities may find it difficult to sell their
securities, if at all.
USE
OF PROCEEDS
Forward-Looking
Statements
This
prospectus contains forward-looking statements about RPI business, financial
condition and prospects that reflect the Company’s management’s assumptions and
beliefs based on information currently available. RPI can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of the Company’s assumptions should prove incorrect, or if any of the
risks and uncertainties underlying such expectations should materialize, the
actual results may differ materially from those indicated by the forward-looking
statements.
The key
factors that are not within the Company’s control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of the
proposed merchandising concept that RPI expects to market, the Company’s ability
to establish a customer base, management’s ability to raise capital in the
future, the retention of key employees and changes in the regulation of the
industry in which the Company functions.
There may
be other risks and circumstances that management may be unable to predict. When
used in this prospectus, words such as, “believes,” “expects,” “intends,”
“plans,” “anticipates,” “estimates” and similar expressions are intended to
identify and qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.
Our
offering is being made on a self-underwritten basis - no minimum of shares must
be sold in order for the offering to proceed. The offering price per share is
$0.10. There is no assurance that RPI will raise the full $75,000 as
anticipated.
The
following table below sets forth the uses of proceeds assuming the sale of 25%,
50%, 75% and 100% of the securities offered for sale in this offering by the
company. For further discussion see
Managements Discussion and Plan of
Operation
on page 27:
|
|
If
25% of
Shares
Sold
|
|
|
If
50% of
Shares
Sold
|
|
|
If
75% of
Shares
Sold
|
|
|
If
100% of
Shares
Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROCEEDS FROM THIS OFFERING
|
|
$
|
18,750
|
|
|
$
|
37,500
|
|
|
$
|
56,250
|
|
|
$
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
OFFERING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal,
Accounting and Professional Fees
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
Blue
Sky Fees
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
|
Edgar
Agent Fees
|
|
$
|
800
|
|
|
$
|
800
|
|
|
$
|
800
|
|
|
$
|
800
|
|
Transfer
Agent Fees
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
4,800
|
|
|
$
|
4,800
|
|
|
$
|
4,800
|
|
|
$
|
4,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Proceeds From Offering
|
|
$
|
13,950
|
|
|
$
|
32,700
|
|
|
$
|
51,450
|
|
|
$
|
70,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: USE
OF NET PROCEEDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
Legal and Professional Fees
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
3,000
|
|
|
$
|
4,000
|
|
Office
Equipment and Furniture
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
Office
Supplies
|
|
$
|
500
|
|
|
$
|
1,000
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Sample
Product Acquisition
|
|
$
|
1,000
|
|
|
$
|
10,000
|
|
|
$
|
14,000
|
|
|
$
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
3,500
|
|
|
$
|
14,700
|
|
|
$
|
20,500
|
|
|
$
|
23,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
LEASE DEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
Estate Consulting
|
|
$
|
6,750
|
|
|
$
|
8,000
|
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Travel
|
|
$
|
2,000
|
|
|
$
|
4,000
|
|
|
$
|
6,000
|
|
|
$
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
8,750
|
|
|
$
|
12,000
|
|
|
$
|
16,000
|
|
|
$
|
17,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
ADMINISTRATION EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office,
Telephone, Internet
|
|
$
|
500
|
|
|
$
|
1,000
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Working
Capital
|
|
$
|
1,200
|
|
|
$
|
5,000
|
|
|
$
|
13,450
|
|
|
$
|
28,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$
|
1,700
|
|
|
$
|
6,000
|
|
|
$
|
14,950
|
|
|
$
|
29,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
$
|
18,750
|
|
|
$
|
37,500
|
|
|
$
|
56,250
|
|
|
$
|
75,000
|
|
Notes:
1
The
category of General Working Capital may include, but not be limited to,
inventory procurement, printing costs, postage, telephone services, overnight
delivery services and other general operating expenses.
2
The
above figures represent only estimated costs.
Travel
Expenses are to be used for to trips, both domestic and foreign, to source
products in France, Italy and Germany and to visit various domestic sites to
meet with and discuss with real estate consultants about potential retail
locations. Also, it may become necessary to travel to meet with potential
independent contractors for the purpose of website development and market
planning activities.
Once the
company has successfully identified the promotional type of products it would
like to carry in its product line, the company will purchase a limited number of
samples of the selected products to showcase on its website.
The
company will then hire an internet consultant to design and build a website that
would showcase the products and the ambience of the cafes we intend to open, as
well as what we have to offer to prospective customers. The design of our
website will be such that a client will be able to make a purchase of products
that are sold directly over the internet and well as in RPI’s retail
locations.
Legal and
accounting fees refer to the normal legal and accounting costs associated with
filing this Registration Statement as well as the costs associated with the
Company’s obligations to the SEC from filing required quarterly and annual
reports under the SEC acts.
A total
of $5,350 has been raised from the sale of stock to our Officer, sole Director
and non-affiliates. The Sole Officer and Director’s stock is restricted and is
not being registered in this offering. The offering expenses associated with
this offering are believed to be $5,200. As of October 31, 2007, RPI had a
balance of $5,350 in cash. This will allow RPI to pay the entire expenses of
this offer from cash on hand. None of the offering expenses are anticipated to
be paid out of the proceeds of this offering.
One of
the purposes of the offering is to create an equity market, which allows RPI to
more easily raise capital, since a publicly traded company has more flexibility
in its financing offerings than one that does not.
There is
no established market for the Registrant's stock. RPI’s offering price for
shares sold pursuant to this offering is set at $0.10. Our existing shareholders
paid $0.00228 per. share. The additional factors that were included in
determining the sales price are the lack of liquidity (since there is no present
market for RPI stock) and the high level of risk, considering the lack of
operating history for RPI.
DILUTION
“Dilution”
represents the difference between the offering price of the shares of Common
Stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of RPI’s
issued and outstanding stock. This is due in part to shares of Common Stock
issued to the Company’s sole officer, director and employee totaling 2,150,000
shares and 200,000 issued to two (2) non-affiliated investors at $0.0022766 per
share versus the current offering price of $0.10 per share. Please refer to the
section titled “Transactions with Related Persons, Promoters and Certain Control
Persons” on Page 33, for more information. RPI’s net book value on October 31,
2007, was $5,350. Assuming that all of the 750,000 shares offered are
sold, and in effect the Company receives the maximum proceeds of this offering
from shareholders, RPI’s net book value will be approximately $0.259194 per
share. Therefore, any investor will incur an immediate and substantial dilution
of approximately $0.074081 per share while the Company’s present stockholders
will receive an increase of $0.023643 per share in the net tangible book value
of the shares that they hold. This will result in a 74.08% dilution for
purchasers of stock in this offering.
In the event that 75% of the maximum proceeds is raised through the sale of 562,500 shares, the
Company’s net book value will be approximately $0.0211502 per share. Any
investor will suffer an immediate and substantial dilution of approximately
$0.078850 per share while the present stockholders will receive an increase in
value of $0.018874 per share in the net tangible book value of the shares they
hold. This will result in a 78.85% dilution for purchasers of stock in this
offering.
In the
event that 50% of the offering or 375,000 shares is achieved, the Company’s net
book value will be approximately $0.0157248 per share. Therefore, any investor
will incur an immediate and substantial dilution of approximately $0.084275 per
share while the present stockholders will receive an increase of $0.013448 per
share in the net tangible book value of the shares they hold. This will result
in a 84.28% dilution for purchasers of stock in this offering.
In the
event that 25% of the offering or 187,500 shares is achieved, The Company’s net
book value will be approximately $0.0094975 per share. Therefore, any investor
will incur an immediate and substantial dilution of approximately $0.090502 per
share while the present stockholders will receive an increase of $0.007221 per
share in the net tangible book value of the shares they hold. This will result
in a 90.50% dilution for purchasers of stock in this offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering. While this offering has no minimum, the table below
includes an analysis of the dilution that will occur if 25%, 50%, 75% of the
shares are sold, as well as the dilution if all shares are sold:
|
|
25%
of
|
|
|
50%
of
|
|
|
75%
of
|
|
|
Maximum
|
|
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
Price Per Share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share Before the Offering
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share After the Offering
|
|
$
|
0.0094975
|
|
|
$
|
0.0157248
|
|
|
$
|
0.0211502
|
|
|
$
|
0.0259194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase to Original Shareholders
|
|
$
|
0.0072201
|
|
|
$
|
0.0134482
|
|
|
$
|
0.0188736
|
|
|
$
|
0.0236428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
in Investment to New Shareholders
|
|
$
|
0.0905020
|
|
|
$
|
0.8427500
|
|
|
$
|
0.0788500
|
|
|
$
|
0.0740810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution
to New Shareholders (%)
|
|
|
90.50
|
%
|
|
|
84.28
|
%
|
|
|
78.85
|
%
|
|
|
74.08
|
%
|
DETERMINATION
OF OFFERING PRICE
There is
no established market for the Registrant's stock. RPI’s offering price for
shares sold pursuant to this offering is set at $0.10. Our existing shareholders
paid $0.00228 per. share. The additional factors that were included in
determining the sales price are the lack of liquidity (since there is no present
market for RPI stock) and the high level of risk, considering the lack of
operating history for RPI.
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
“Dilution”
represents the difference between the offering price of the shares of Common
Stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of RPI’s
issued and outstanding stock. This is due in part to shares of Common Stock
issued to the Company’s sole officer, director and employee totaling 2,150,000
shares and 200,000 issued to two (2) non-affiliated investors at $0.0022766 per
share versus the current offering price of $0.10 per share. Please refer to the
section titled “Transactions with Related Persons, Promoters and Certain Control
Persons” on Page 33, for more information. RPI’s net book value on October 31,
2007, was $5,350. Assuming that all 750,000 shares offered are sold, and in
effect the Company receives the maximum proceeds of this offering from
shareholders, RPI’s net book value will be approximately $0.259194 per share.
Therefore, any investor will incur an immediate and substantial dilution of
approximately $0.074081 per share while the Company’s present stockholders will
receive an increase of $0.023643 per share in the net tangible book value of the
shares that they hold. This will result in a 74.08% dilution for purchasers of
stock in this offering.
In the event that 75% of the maximum proceeds is raised through the sale of 562,500 shares, the
Company’s net book value will be approximately $0.0211502 per share. Any
investor will suffer an immediate and substantial dilution of approximately
$0.078850 per share while the present stockholders will receive an increase in
value of $0.018874 per share in the net tangible book value of the shares they
hold. This will result in a 78.85% dilution for purchasers of stock in this
offering.
In the
event that 50% of the offering or 375,000 shares is achieved, the Company’s net
book value will be approximately $0.0157248 per share. Therefore, any investor
will incur an immediate and substantial dilution of approximately $0.084275 per
share while the present stockholders will receive an increase of $0.013448 per
share in the net tangible book value of the shares they hold. This will result
in a 84.28% dilution for purchasers of stock in this offering.
In
the event that 25% of the offering or 187,500 shares is achieved, The Company’s
net book value will be approximately $0.0094975 per share. Therefore, any
investor will incur an immediate and substantial dilution of approximately
$0.090502 per share while the present stockholders will receive an increase of
$0.007221 per share in the net tangible book value of the shares they hold. This
will result in a 90.50% dilution for purchasers of stock in this
offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering. While this offering has no minimum, the table below
includes an analysis of the dilution that will occur if 25%, 50%, 75% of the
shares are sold, as well as the dilution if all shares are sold:
|
|
25%
of
|
|
|
50%
of
|
|
|
75%
of
|
|
|
Maximum
|
|
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
Price Per Share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share Before the Offering
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
$
|
0.0022766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share After the Offering
|
|
$
|
0.0094975
|
|
|
$
|
0.0157248
|
|
|
$
|
0.0211502
|
|
|
$
|
0.0259194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase to Original Shareholders
|
|
$
|
0.0072201
|
|
|
$
|
0.0134482
|
|
|
$
|
0.0188736
|
|
|
$
|
0.0236428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
in Investment to New Shareholders
|
|
$
|
0.0905020
|
|
|
$
|
0.8427500
|
|
|
$
|
0.0788500
|
|
|
$
|
0.0740810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution
to New Shareholders (%)
|
|
|
90.50
|
%
|
|
|
78.85
|
%
|
|
|
84.28
|
%
|
|
|
74.08
|
%
|
SELLING
SHAREHOLDERS
All
proceeds from this offering will go to the Company. There are no selling
shareholders and neither officer of the Corporation will purchase any of the
shares offered under this prospectus.
PLAN
OF DISTRIBUTION; TERMS OF THE OFFERING
The
offering consists of a maximum number of 750,000 shares being offered by RPI at
$0.10 per share.
RPI is
offering for sale common stock. If RPI is unable to sell its stock and raise
money, it may not be able to complete its business plan and may
fail.
There
will be no underwriters used, no dealer's commissions, no finder's fees, and no
passive market making for the shares being offered by RPI. All of these shares
will be issued to business associates, friends, and family of the current RPI’s
shareholders. The Officer and Director of RPI, Ronald G. Brigham, will not
register as broker-dealers in connection with this offering. Ronald Brigham will
not be deemed to be a broker pursuant to the safe harbor provisions of Rule
3a4-1 of the Securities and Exchange Act of 1934, since he is not subject to
statutory disqualification, will not be compensated directly or indirectly from
the sale of securities, is not an associated person of a broker or dealer, nor
has he been so associated within the previous twelve months, and primarily
performs substantial duties as Officer and Director that are not in
connection with the sale of securities, and has not nor will not participate in
the sale of securities more than once every twelve months.
Our
Common Stock is currently considered a "penny stock" under federal securities
laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since
its market price is below $5.00 per share. Penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
or recommend such shares to certain investors.
Broker-dealers
who sell penny stock to certain types of investors are required to comply with
the SEC's regulations concerning the transfer of penny stock. If an exemption is
not available, these regulations require broker-dealers to make a suitability
determination prior to selling penny stock to the purchaser; receive the
purchaser's written consent to the transaction and provide certain written
disclosures to the purchaser. These rules may affect the ability of
broker-dealers to make a market in, or trade our shares. In turn, this may make
it very difficult for investors to resell those shares in the public
market
This
offering will be conducted on a best-efforts basis utilizing the efforts of
Ronald G. Brigham, the sole officer and director of the Company. Potential
investors include, but are not limited to, family, friends and acquaintances of
Mr. Brigham. The intended methods of communication include, without limitation,
telephone and personal contact. In his endeavors to sell this offering, Mr.
Brigham does not intend to use any mass advertising methods such as the Internet
or print media.
Funds
received by Mr. Brigham in connection with sales of RPI’s securities will be
transmitted immediately into the Company’s bank account. There can be no
assurance that all, or any, of the shares will be sold.
Mr.
Brigham will not receive commissions for any sales he originates on RPI’s
behalf. The Company believes that Mr. Brigham is exempt from registration as a
broker under the provisions of Rule 3a4-1 promulgated under the Securities
Exchange Act of 1934. In particular, Mr. Brigham:
1. Is not
subject to a statutory disqualification, as that term is defined in Section
3(a)39 of the Act; and
2. Is not
to be compensated in connection with his participation by the payment of
commissions or other remuneration based either directly or indirectly on
transactions in securities; and
3. Is not
an associated person of a broker or dealer; and
4. Meets
the conditions of the following:
a.
Primarily performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of the issuer otherwise than in
connection with transactions in securities; and
b. Was
not a broker or dealer, or associated persons of a broker or dealer, within the
preceding 12 months; and
c. Did
not participate in selling an offering of securities for any issuer more than
once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of
this section, except that for securities issued pursuant to rule 415 under the
Securities Act of 1933, the 12 months shall begin with the last sale of any
security included within one rule 415 registration.
RPI’s
officer and director may not purchase any securities in this
offering.
There can
be no assurance that all, or any, of the shares will be sold. As of the date of
this Prospectus, the Company has not entered into any agreements or arrangements
for the sale of the shares with any broker/dealer or sales agent. However, if
RPI were to enter into such arrangements, the Company will file a post
effective amendment to disclose those arrangements because any broker/dealer
participating in the offering would be acting as an underwriter and would have
to be so named in the prospectus.
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and with which the Company has complied. The purchasers
in this offering and in any subsequent trading market must be residents of such
states where the shares have been registered or qualified for sale or an
exemption from such registration or qualification requirement is available. As
of the date of this Prospectus, RPI has not identified the specific states where
the offering will be sold. RPI may file a pre-effective amendment indicating
which state(s) the securities are to be sold pursuant to this registration
statement.
The
proceeds from the sale of the shares in this offering will be payable to Rhino
Productions, Inc. and will be deposited in the Company’s bank account. All
subscription agreements and checks are irrevocable and should be delivered to
Rhino Productions, Inc., 16887 NW King Richard Court, Sherwood, Oregon 97140.
Failure to do so will result in checks being returned to the investor who
submitted the check. The Company will continue to receive funds until the date
when the sale of all 750,000 shares is completed or the Company may, at its
discretion, extend the offering up to two (2) years from the date the offering
was declared effective. The Company will deliver stock certificates attributable
to shares of common stock purchased directly to the purchasers within ninety
(90) days of the close of the offering.
Investors
can purchase common stock in this offering by completing a Subscription
Agreement (attached hereto as Exhibit 99(b)) and sending it together with
payment in full to Ronald G. Brigham, President, Rhino Productions,
Inc. 16887 NW King Richards Court, Sherwood, Oregon 97140. All
payments must be made in United States currency either by personal check, bank
draft, or cashiers check. There is no minimum subscription requirement. All
subscription agreements and checks are irrevocable. The Company reserves the
right to either accept or reject any subscription. Any subscription rejected
within the offering period will be returned to the subscriber within 5
business days of the rejection date. Furthermore, once a subscription agreement
is accepted, it will be executed without reconfirmation to or from the
subscriber. Once RPI accepts a subscription, the subscriber cannot withdraw
it.
Section
15(g) of the Exchange Act
Our
shares are "Penny Stocks" covered by Section 15(g) of the Exchange Act, and
Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). While Section 15(g) and Rules 15g-1 through15g-6 apply to
brokers-dealers, they do not apply to us.
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
the NASD's toll free telephone number and the central number of the North
American Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons. The application of the penny
stock rules may affect your ability to resell your shares.
The NASD
has adopted rules that require that in recommending an investment to a customer,
a broker/dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker/dealers to
recommend that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our common stock.
Further, many brokers charge higher transactional fees for penny stock
transactions. As a result, fewer broker/dealers may be willing to make a market
in our common stock, reducing a stockholder's ability to resell shares of our
common stock. Again, the foregoing rules apply to broker/dealers. They do
not apply to us in any manner whatsoever. Since our shares are covered by
Section 15(g) of the Exchange Act, which imposes additional sales practice
requirements on broker/dealers, many broker/dealers may not want to make a
market in our shares or conduct any transactions in our shares. As such, your
ability to dispose of your shares may be adversely affected.
TERMS
OF OFFERING
Procedures
for Subscribing
Investors
can purchase common stock in this offering by completing a Subscription
Agreement [attached hereto as Exhibit 99(b)] and sending it together with
payment in full to Rhino Productions, Inc. 16887 NW King Richard Court,
Sherwood, Oregon 97140. All payments must be made in United States currency
either by personal check, bank draft, or cashiers check. There is minimum
subscription requirement. All subscription agreements and checks are
irrevocable. RPI reserves the right to either accept or reject any subscription.
Any subscription rejected will be returned to the subscriber within 5
business days of the rejection date. Furthermore, once a subscription
agreement is accepted, it will be executed without reconfirmation to or from the
subscriber. Once RPI accepts a subscription, the subscriber cannot
withdraw it.
If you
decide to subscribe for any shares in this offering, you must:
|
·
|
execute
and deliver a subscription agreement;
and
|
|
·
|
deliver
a check or certified funds to us for acceptance or
rejection.
|
The
subscription agreement requires you to disclose your name, address, telephone
number, number of shares you are purchasing, and the price you are paying for
your shares.
All
checks for subscriptions must be made payable to Rhino Productions,
Inc.
Right
to Reject Subscriptions
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
Subscriptions
for securities will be accepted or rejected within 48 hours after we receive
them.
Offering Period and Expiration
Date
This
offering will start on the date of this prospectus and continue for a period of
up to 730 days.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
The
authorized capital stock consists of 75,000,000 shares of common stock at a par
value of $0.001 per share. 70,000,000 are designated as Common Stock and
5,000,000 are undesignated Preference Shares.
Common
Stock
We are
authorized to issue 70,000,000 shares of Common Stock, par value $.001 per
share. As of December 31, 2007, we had 3,900,000 shares of Common Stock
outstanding.
The
holders of the shares of Common Stock have equal ratable rights to dividends
from funds legally available therefor, when, as and if declared by the Board of
Directors and are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon the liquidation,
dissolution or winding up of the affairs of the Company. Holders of shares of
Common Stock do not have preemptive, subscription or conversion
rights.
Holders
of shares of Common Stock are entitled to one vote per share on all matters
which shareholders are entitled to vote upon at all meetings of shareholders.
The holders of shares of Common Stock do not have cumulative voting rights,
which mean that the holders of more than 50% of our outstanding voting
securities can elect all of the directors of the Company.
Dividend
Policy
The
payment by us of dividends, if any, in the future rests within the discretion of
our Board of Directors and will depend, among other things, upon our earnings,
capital requirements and financial condition, as well as other relevant factors.
We have not paid any dividends since our inception and we do not intend to pay
any cash dividends in the foreseeable future, but intends to retain all
earnings, if any, for use in our business.
Undesignated
Preferred
We are
authorized to issue 5,000,000 shares of preferred stock which as of the date of
this prospectus remains undesignated with a par value $0.001 per
share. As of December 31, 2007, we had no shares of our preferred
stock outstanding.
Market
for Securities
There is
currently no public trading market for our common stock.
As of
October 31, 2007, we had 2,350,000 shares of common stock issued and outstanding
and approximately three (3) stockholders of record of our common stock.
This prospectus relates to the sale of 750,000 shares of our common
stock.
Equity
Compensation Plan Information
The
Company has no plans for establishing an equity compensation plan, but reserves
the right to do so at some time in the future.
Transfer
Agent
We will
use Delos Stock Transfer, 665 Ashford Place, Brentwood, California 94513 as
our transfer agent.
AVAILABLE
INFORMATION
We have
not previously been required to comply with the reporting requirements of the
Securities Exchange Act. We have filed with the SEC a registration statement on
Form S-1 to register the securities offered by this prospectus. For future
information about us and the securities offered under this prospectus, you may
refer to the registration statement and to the exhibits filed as a part of the
registration statement.
In
addition, after the effective date of this prospectus, we will be required to
file annual, quarterly, and current reports, or other information with the SEC
as provided by the Securities Exchange Act. You may read and copy any reports,
statements or other information we file at the SEC's public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to
the public through the SEC Internet site at http\\www.sec.gov.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Timothy
S. Orr, Esquire, of Spokane, Washington, an independent legal counsel, has
provided an opinion on the validity of Rhino Productions, Inc.’s issuance of
common stock and is presented as an exhibit to this filing.
The
financial statements included in this Prospectus and in the Registration
Statement have been audited by Kyle Tingle, CPA, to the extent and for the
period set forth in their report (which contains an explanatory paragraph
regarding Rhino Productions’ ability to continue as a going concern) appearing
elsewhere herein and in the Registration Statement, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
DESCRIPTION
OF BUSINESS
Background
RPI was
incorporated on October 16, 2007, under the laws of the State of
Nevada.
There are
no promoters being used in relation with this offering. No persons who may, in
the future be considered a promoter will receive or expect to receive any
assets, services or other consideration from RPI. No assets will be or are
expected to be acquired from any promoter on behalf of RPI. In addition, see
“Transactions with Related Persons, Promoters and Certain Control Persons” on
Page 33. In addition, please see the section titled “Recent Sales of
Unregistered Securities” herein for capitalization history.
Rhino
Productions, Inc. was incorporated on October 16, 2007, in the state of Nevada
and is a development stage company. RPI has never declared bankruptcy, it has
never been in receivership, and it has never been involved in any legal action
or proceedings. Since becoming incorporated, RPI has not made any significant
purchase or sale of assets, nor has it been involved in any mergers,
acquisitions or consolidations. RPI is not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
since it has a specific business plan or purpose.
RPI has
yet to commence planned operations to any significant measure. As of the date of
this Prospectus, the Company has had only limited start-up operations and has
not generated any significant revenues. The Company believes that, if it obtains
the minimum proceeds from this offering, it will be able to implement the
business plan and conduct business pursuant to the business plan for the next 12
months.
RPI’s administrative
office is located at 16887 NW King Richard Court, Sherwood, Oregon
97140.
RPI’s
fiscal year end is December 31.
Business
Rhino
Productions, Inc. was incorporated in the state of Nevada on October 16, 2007.
The Company has the principal business objective of providing cost effective,
high quality coffee and wine products, accessories and related equipment for the
discriminating consumer, at convenient retail locations.
Since
becoming incorporated, the Company has not made any significant purchases or
sale of assets, nor has it been involved in any mergers, acquisitions or
consolidations. Rhino Productions has never declared bankruptcy, it has never
been in receivership, and it has never been involved in any legal action or
proceedings. Our fiscal year end is December 31st.
As of
October 31, 2007, the date of the Company's last audited financial statements,
RPI has raised $5,350 through the sale of common stock. There is approximately
$5,350 cash on hand and in the corporate bank accounts. RPI currently has no
liabilities. In addition, RPI anticipates additional costs associated with this
offering will be approximately $5,200. As of the date of this prospectus, we
have not yet generated or realized any revenues from our business operations.
The following financial information summarizes the more complete historical
financial information as indicated on the audited financial statements of Rhino
Productions, Inc. filed with this prospectus.
Since our
inception, we have been engaged in business planning activities, including
researching the industry, developing our economic models and financial
forecasts, performing due diligence regarding potential geographic locations
most suitable for our services, investigating real estate locations suitable for
operating units, costing of future build-out costs and identifying future
sources of capital.
Currently,
RPI has one Officer and Director. Our Officer and Director have assumed
responsibility for all planning, development and operational duties, and will
continue to do so throughout the beginning stages of the Company. Other than the
Officer/Director, there are no employees at the present time and there are no
plans to hire employees during the next twelve months.
RPI
intends to enter into the retailing of gourmet coffee and wine from a common
location that will be “coffee bars by day and wine bars by night.” The Company
will take advantage of the traditional operating hours of coffee bars and wine
bars. Coffee bars derive most of their revenue in the early morning hours and
many actually close their doors in the late afternoon. The corollary to that is
the wine bar. Wine bars obtain virtually all of their income during the evening
hours and typically open for business in the 4:00 PM – 5:00 PM time frame. The
Company will use this relationship to maximize revenue for each location by
utilizing the physical plant resources to serve coffee customers in the day and
wine customers at night. Tables and chairs and other décor elements will be
designed to be comfortable and appealing to both coffee drinkers and wine
drinkers. The specific fictitious name that will be used by the Company for the
coffee and wine bars has not yet been selected.
Potential
principal markets include any region in the United States with identified
affinity groups for coffee and wine. The Pacific Northwest is being
looked at closely. The region is the birthplace of many coffee
companies and has also had a steadily increasing number of
wineries. In the Portland, Oregon metro market, cities such as West
Linn, Sherwood and Lake Oswego have a high average income, a penetration of
coffee shops and they are located very close to the burgeoning Willamette Valley
wine region.
Service
Methods
Beginning
early in the morning, the Company will open as a coffee bar and serve high
quality espresso drinks and coffee. The Company will source a
wholesale coffee company that provides a superior quality whole bean coffee to
produce superior espresso drinks and brewed coffee. The Company will
make use of automatic espresso machines. Automatic machines have
advantages; they grind each shot fresh, tamp each shot with exactly the same
pressure. Customers will receive a consistent quality product from
location to location and employee to employee. RPI will make the traditional
espresso drinks including Lattes, Mochas and Cappuccinos and also offer several
espresso drinks unique to the Company with proprietary names. Brewed
coffee will be treated with the same emphasis on quality as the espresso
drinks. The Company will purchase superior coffee beans and brew with
the highest extraction standards; 4 ounces net weight of fresh ground coffee to
60 fluid ounces of water. Brewers with water jacket heaters will be
purchased so that coffee is never exposed to direct heat.
In the
late afternoon, the locations will transition from coffee bars to wine
bars. Coffee and espresso drinks will be available, but wine bar
operations will take center stage during the evening hours. Fine
wines from around the world will be offered by the glass. The Company
will utilize a Cruvinet®, or a similar type ofwine dispensing system that uses
inert gas, typically nitrogen, to flush out all the oxygen from open bottles of
wine. Open bottles of wine can be sold by glass and will stay
virtually as fresh as if the bottles were not opened. RPI will have
an executive wine tasting panel that will be responsible to keep a current list
of wines by the glass that appeal to a broad spectrum of wine
drinkers. Simple, but elegant foods will be chosen that specifically
complement the wine selections, including gourmet cheeses & breads, and
Italian style panini sandwiches. Food will be designed to be easily
prepared by employees in a short amount of time. The wine panel will
also plan special wine offerings such as “vertical tastings” – the same wine
from successive vintage years, or “appellation tastings” – the same grape
variety offered by different wineries in the same region, usually from the same
vintage year. The language of wine will definitely be spoken at
RPI.
We are
currently working with an experienced Internet service provider to develop a
comprehensive Internet presence. Additionally, we plan on identifying local
business organization, service groups and small business development companies
who may be instrumental in assisting us in making our services known to the
target audience of potential clients. Once a potential client has been
identified, a personal call will be made to that company or organization to
further explain our services and to arrange a face-to-face meeting.
Marketing
Many
companies are regionally focused firms in terms of distribution of either wine
or coffee. Few have combined the concept of offering gourmet coffee during the
day and selling wine in the late afternoon and evening. Several
smaller competitors exist nationwide, who operate in their local markets only,
offer versions of RPI’s concept, but do not offer specifically the services in
the atmosphere envisioned by the Company’s management. RPI has not,
as of the date of this Prospectus, determined where or when a Company unit will
be opened or operated.
Once the
company has secured its initial location and has built out the facility,
inventory the company intends to be used in its operations will be purchased.
RPI will embark on a two-pronged marketing campaign. The company will, through
direct marketing and selected media advertisements, target demographic
areas most likely to contain potential clients for the services offered by RPI.
These marketing efforts are an integral part of our overall marketing and brand
awareness plan.
The
company will develop a comprehensive website for busy working people and
internet savvy consumers. The website will offer coffee and wine products for
sale. Customers will find answers to common questions about wine and coffee,
store locations and will have the ability to purchase gift
certificates.
Competitive
Business Conditions
This
respective industries of wine and coffee are replete with competition at all
levels of expertise and ethical variances. By maintaining strong community ties
and mandating the highest level of courtesy, personal service and ethical
standards, RPI can gain and maintain a stellar reputation for honesty and
customer loyalty, thereby insuring repeat business. Additionally, the Company
will spend considerable efforts to develop customer relationships that insures
repeat business for the consumable and non-consumable products offered by
RPI.
Need
For Government Approval
There are
no restrictive rules or regulations for the sale of coffee
products. There are rules, specific to each State, concerning the
sale of alcohol. However, rules and regulations are more relaxed for
beer and wine than for hard liquor products such as vodka, rum and
whiskey. Rhino Production, Inc. will not sell any hard liquor, nor
does it have any plans to consider such products in the future. The
Company will promote an atmosphere that focuses on wine and promotes wine
appreciation and education.
Number
of Total Employees and Number of Full Time Employees
RPI is
currently in the development stage. During this development period, RPI plans to
rely exclusively on the services of Ronald G. Brigham, the sole officer and
director, to establish business operations and perform or supervise the minimal
services required at this time. RPI believes that its operations are currently
on a small scale that is manageable by one individual. There are no full or
part-time employees. Mr. Brigham’s responsibilities are mainly
administrative at this time, as the Company’s operations are
minimal.
Upon the
implementation of the Company’s business plan, line employees will specifically
be hired to work either the coffee component or the wine component of the
outlets. The Company will select employees who are coffee aficionados
and wine aficionados respectively. Extensive and ongoing training
programs will further increase the knowledge of RPI’s
employees. Besides product knowledge, customer relations will also be
emphasized. The Company will implement customer recognition programs
where employees are rewarded for remembering customers’ names and their favorite
drinks.
Employment
Agreements
There are
currently no employment agreements and none are anticipated to be entered into
within the next twelve months.
Significant
Employees
RPI has
no significant employees other than the Officer and Director described above,
whose time and efforts are being provided to RPI without
compensation.
Board
Committees
RPI has
not yet implemented any board committees as of the date of this
prospectus.
Directors
The
maximum number of directors RPI is authorized to have is seven (7). However, in
no event may RPI have less than one director. Although the Company anticipates
appointing additional directors, it has not identified any such
person.
Facilities
RPI uses
an administrative office located at 16887 NW King Richard Court, Sherwood,
Oregon 97140. Office space, conference room, telephone services and storage is
currently being provided free of charge at this location. There are currently no
proposed programs for the renovation, improvement or development of the
facilities currently use.
RPI’s management
does not currently have policies regarding the acquisition or sale of real
estate assets primarily for possible capital gain or primarily for income. The
Company does not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.
LEGAL
PROCEEDINGS
RPI is
not currently a party to any legal proceedings. RPI’s agent for service of
process in Nevada is: Genesis Corporate Development, LLC. The
telephone number is: (925) 270-7625.
RPI’s
sole officer and director has not been convicted in a criminal proceeding nor
has he been permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or banking
activities.
Mr.
Brigham, the Company’s sole officer and director has not been convicted of
violating any federal or state securities or commodities law.
There are
no known pending legal or administrative proceedings against RPI.
MARKET
FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
As of the
date of this prospectus, there is no public market in Rhino Productions, Inc.
common stock. This prospectus is a step toward creating a public market
for RPI stock, which may enhance the liquidity of RPI shares. However, there can
be no assurance that a meaningful trading market will develop. Rhino
Productions, Inc. and its management make no representation about the present or
future value of RPI common stock.
As of the
date of this prospectus;
1. There
are no outstanding options or warrants to purchase, or other instruments
convertible into, common equity of Rhino Productions, Inc.;
2. There
are currently 2,350,000 shares of RPI common stock held by three (3)
shareholders, including of its sole officer and director Ronald G. Brigham, that
are not eligible to be sold pursuant to Rule 144 under the Securities
Act;
3. Other
than the stock registered under this Registration Statement, there is no stock
that has been proposed to be publicly offered resulting in dilution to current
shareholders.
As of the
date of this document, Rhino Productions, Inc. has approximately 2,350,000
shares of common stock outstanding held by three (3) shareholders. These
shares of common stock are restricted from resale under Rule 144 until
registered under the Securities Act, or an exemption is applicable.
All of
the presently outstanding shares of common stock (2,350,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which shall become effective on February 15, 2008. Pursuant to
the new Rule 144, one year must elapse from the time a “shell company”, as
defined in Rule 405, ceases to be a “shell company” and files Form 10
information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at anytime previously a reporting or non-reporting
shell company as defined in Rule 405, can only be resold in reliance on Rule 144
if the following conditions are met: (1) the issuer of the securities that was
formerly a reporting or non-reporting shell company has ceased to be a shell
company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the
securities has filed all reports and material required to be filed under Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve
months (or shorter period that the Issuer was required to file such reports and
materials), other than Form 8-K reports; and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405
of the Securities Act. As such, all restricted securities presently held by the
founders of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
HOLDERS
As of the
date of this prospectus, Rhino Productions, Inc. has 2,350,000 shares of $0.001
par value common stock issued and outstanding held by three (3) shareholders of
record.
DIVIDENDS
RPI has
never declared or paid any cash dividend on either its preferred or common
stock. For the foreseeable future, RPI intends to retain any earnings to
finance the development and expansion of its business, and does not anticipate
paying any cash dividends on its preferred or common stock. Any future
determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions, including its
financial condition, results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the Board of Directors
considers relevant.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND FINANCIAL
DISCLOSURE
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a
development stage company and have not started operations or generated or
realized any revenues from our business operations.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next 12 months. Our auditor's opinion is based on our suffering initial
losses, having no operations, and having a working capital deficiency. The
opinion results from the fact that we have not generated any revenues and no
revenues are anticipated until we complete the development of our website,
network infrastructure, and transaction processing systems; complete our initial
development; secure third parties to conduct a number of traditional retail
operations, We believe the technical aspects of our website, network
infrastructure, and transaction processing systems will be sufficiently
developed to use for our operations. Accordingly, we must raise cash from
sources other than operations. Our only other source for cash at this time is
investments by others in our company. We must raise cash to implement our
project and begin our operations. The money we raise in this offering will last
12 months.
We have
only one officer and one director who is one and the same person. He is
responsible for our managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes Oxley Act
of 2002. When theses controls are implemented, he will be responsible for the
administration of the controls. Should he not have sufficient experience, he may
be incapable of creating and implementing the controls which may cause us to be
subject to sanctions and fines by the Securities and Exchange Commission which
ultimately could cause you to lose your investment.
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not
place undue certainty on these forward-looking statements, which apply only as
of the date of this prospectus. These forward-looking states are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin marketing our products to customers. Accordingly, we must raise cash
from sources other than revenues generated from the sale of coffee, wine and
related products. Our only other source for cash at this time is
investments by others in this offering.
We must
raise cash to implement our project. The minimum amount of funds raised from the
offering that we feel will allow us to implement our business strategy is
$25,000. We feel if we can raise the maximum amount of the offering ($75,000),
the Company will be able to accelerate the implementation of its business
strategy by hiring more experienced marketing and design
consultants.
The
location the Company chooses for its initial coffee and wine bar and the appeal
of the products and services to potential customers will determine our success
or failure.
It is
essential to the Company's success that it can demonstrate timely delivery of
the service menu at a price that is acceptable to potential customers. The
company anticipates that if it is to attract customers from competitors, not
only will we have to offer an extensive menu, but will also have to operate at
hours that coincide with a busy person’s away-from-work schedule.
The
Company's success is also reliant on its ability to purchase products used in
its operation, as well as sold on the internet and in the cafes, directly from
the manufacturer and vintners. We cannot state whether we will be successful in
negotiating competitive pricing from these suppliers. The company will not
attempt to begin sourcing products until we have raised capital from this
offering.
To meet
our need for cash, we are attempting to raise funds from this offering. Whatever
funds we do raise, will be applied to the items set forth in the Use of Proceeds
section of this prospectus. If we can find a desirable location for a cafe that
we can build-out and we receive a positive reaction from potential customers in
the marketing area, it is feasible we may have to attempt to raise additional
money through a subsequent private placement, public offering or through loans
to purchase additional inventory or finance working capital. If we do not raise
all of the funds we need from this offering to complete our initial development
phase, we will have to find alternative sources, like a second public offering,
a private placement of securities, or loans from our officer or
others.
At
present, our officer is unwilling to make any commitment to loan us any money at
this time, but may reconsider if we find a desirable location at reasonable
pricing. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering. If RPI needs additional
cash and can't raise it, we will either have to suspend development operations
until we do raise the cash, or cease operations entirely. If we raise the
maximum amount of money from this offering, it is estimated that it will satisfy
expenditures for twelve to fourteen months. Other than as described in this
paragraph, we have no other financing plans.
If RPI is
unable to complete any phase of our development or marketing efforts because we
don't have enough money, we will cease our development and or marketing
operations until we raise more money.
Attempting
to raise additional capital after failing in any phase of our development plan
would be difficult. As such, if RPI cannot secure additional proceeds we will
have to cease operations and investors would lose their entire
investment.
Management
does not plan to hire additional employees at this time. RPI’s President will be
responsible for the initial development efforts. Once the company is ready to
build its Internet website, it will hire an independent consultant to build the
site. The company also intends to hire consultants for other development
phases initially on a per job only basis to keep administrative
overhead to a minimum.
From
inception to October 31, 2007, the company's business operations have primarily
been focused on developing an executive marketing strategy, along with industry
market research and competitive analysis. The Company has also dedicated time to
the preparation of its registration statement, including accounting and
auditing.
Over the
next 12 months the company must raise additional capital after this registration
statement becomes effective. The company must begin the process of sourcing its
products in order to supply perspective customers with product as well as
provide an operating inventory. The company must develop a web site in order to
showcase its products, hire consultants and begin a sales and marketing
campaign.
The
Company anticipates it will be able to begin sourcing products within 120 days
of this registration statement becoming effective. The sourcing process would
entail the company's management deciding which manufacturers, suppliers and
vintners it would like to visit to purchase product samples and negotiate
pricing and delivery of the products chosen. Once the company has identified its
potential product suppliers the company's President will travel to France,
Italy and Germany to visit the identified wineries. The company
anticipates it will have its initial product samples within 180 days of this
registration statement becoming effective. The company anticipates the minimum
cost of travel and initial sample orders to be $6,000.
Once the
company has taken physical delivery of its initial product samples the company
will have to develop a website to showcase its product line to prospective
customers. The company anticipates that the cost to fully develop the web site
would be $15,000. The company anticipates that the web site could be functional
approximately 270 days after this registration becomes effective.
The
company will have to hire a marketing consultant to begin its sales and
marketing efforts. The company anticipates it will hire a consultant within
approximately 270 days of this registration statement becoming effective. The
company anticipates the costs of its sales and marketing efforts to be
approximately $16,000. The company anticipates the sales cycle (the length of
time between initial customer contact and sale completion) to be a minimum of 90
days. The company anticipates it would complete initial product sales 360 days
after this registration statement becomes effective.
RPI was
incorporated on October 16, 2007. The Company has generated no revenues while
incurring $12,370 in total expenses. This resulted in a net loss of $12,370
since inception, which is attributable to general and administrative
expenses.
Since
incorporation, RPI has financed its operations through minimal business activity
and funds from its founders.
To date,
RPI has not implemented fully planned principal operations. Presently, RPI is
attempting to secure sufficient monetary assets to increase operations. The
Company cannot assure any investor that it will be able to enter into sufficient
business operations adequate enough to insure continued operations.
Below is
an illustration of the financing needs and anticipated sources of funds for the
elements of RPI’s business plan that constitute top priorities. Each material
event or milestone listed below will be required until adequate revenues are
generated.
|
1.
|
Researching
and strategically targeting specific distributors, equipment manufactures,
wholesalers and vintners with whom RPI deals for the purpose of acquiring
the necessary assets and permits to engage in a retail establishment
providing food and beverage. The Company expects to use a portion of the
funds allocated toward working capital to engage in this
activity.
|
|
2.
|
Canvas
the identified and targeted distributors, manufactures, wholesalers and
vintners to ascertain, isolate and anticipate their present and future
capacities. The Company expects to use a portion of the funds allocated
toward accumulating these
products.
|
|
3.
|
Establish
personal and business relationships with key individuals within the
industry, businesses and community leadership positions. Part of the funds
set aside for sales and marketing activities are expected to be
utilized.
|
|
4.
|
Establish
and maintain a visible community
presence.
|
RPI’s
ability to fully commence operations is entirely dependent upon the proceeds to
be raised in this offering. Depending on the outcome of this offering, the
Company plans to choose one of the following courses:
Plan 1: 25% of Offering Sold.
If only 25% of the offering is sold or $18,750 is raised in this
offering, RPI will immediately begin to implement the aforementioned plans to
generate business sufficient enough to maintain ongoing operations. This entails
establishment of a public awareness of the Company, including name recognition
and product identification. In order to initiate implementation of a public
awareness program, RPI intends to use approximately $1,200 of the monies
allocated toward working capital for this purpose.
The
Company has budgeted $1,000 for office equipment and furniture, which is
expected to consist of administrative working spaces, computers, computer
peripherals, software, storage cabinets, fax machine and telephone
equipment.
RPI has
allocated $500 for office supplies, which is expected to consist of costs of
mailings, copying expenses, paper, general desk supplies, etc.
The
Company has allocated $1,000 for sales and marketing, specifically for a frugal
advertising campaign, with the intent to piggyback on larger programs as much as
possible.
RPI has
allocated $1,750 for general working capital to cover any shortfalls in the
categories listed above and to take advantage of any business opportunity that
presents itself, including accumulation of inventory.
The
Company believes it will be able to execute the business plan adequately and
commence operations as a going concern if 25% of this offering is realized. RPI
does not, however, expect to generate revenue in the first six months of
operation from the date the first funds are received from this
offering.
Any line
item amounts not expended to their fullest extent shall be held in reserve as
working capital, subject to reallocation to other line items expenditures as
required for ongoing operations.
Plan 2: 50% of the Offering.
In the event 50% of the offering is raised, management will supplement
its activities addressed in Plan 1, as delineated above. The Company does not
believe it will generate revenues in the first six months of operation from the
date the first funds are received. The Company expects to continue to
substantially increase consumer awareness by utilizing the increased allocation
for sales and marketing, a key factor in developing new business
revenues.
The
allocation for office equipment increases to $2,000.
The
allocation for office supplies increases to $1,000, mostly in anticipation of
increasing postage and mailing costs.
The
allocation for sales and marketing expenses increases to $10,000 allowing for
the possibility of a more rapid growth.
The
allocation for working capital increases under this scenario to $5,000 in
anticipation of being more pro-active through accumulation of inventory that
prospective customers would desire.
Any line
item amounts not expended to their fullest extent shall be held in reserve as
working capital, subject to reallocation to other line items expenditures as
required for ongoing operations.
Plan 3: 75% of the Offering.
In the event 75% of the maximum offering is raised, management will
supplement its activities addressed in Plan 1, as delineated above. The Company
does not believe it will generate revenues in the first six months of operation
from the date the first funds are received. The Company expects to continue to
substantially increase consumer awareness by utilizing the increased allocation
for sales and marketing, a key factor in developing new business
revenues.
The
allocation for office equipment remains at $1,500.
The
allocation for office supplies increases to $2,000 mostly in anticipation of
increasing postage and mailing costs.
The
allocation for sales and marketing expenses increases to $14,000 allowing for
the possibility of a more rapid growth.
The
allocation for working capital increases under this scenario to $13,450 in
anticipation of being more pro-active through accumulation of inventory that
prospective customers would desire.
Any line
item amounts not expended to their fullest extent shall be held in reserve as
working capital, subject to reallocation to other line items expenditures as
required for ongoing operations.
The
allocation for Travel and Consulting increases to $16,000 allowing for
additional work associated with site selection.
Any line
item amounts not expended to their fullest extent shall be held in reserve as
working capital, subject to reallocation to other line items expenditures as
required for ongoing operation.
Plan 4:100% of the Offering.
In the event the maximum amount of $75,000 is raised, the Company still
does not expect to generate revenue in the first six months of operation from
the date the first funds are received from trust. Under Plan 4, management will
supplement the activities addressed in Plan3, as delineated above.
The
allocation for office equipment remains constant.
The
allocation for office supplies remains constant.
The
allocation for sales and marketing expenses increases to $16,000 allowing for
the possible development of greater revenue.
The
allocation for working capital increases to $28,200 allowing for greater
flexibility in meeting potential customer needs.
Any line
item amounts not expended to their fullest extent shall be held in reserve as
working capital, subject to reallocation to other line items expenditures as
required for ongoing operations. Regardless of the ultimate outcome and
subsequent plan to be implemented, the Company has budgeted for certain
expenditures that it expects to remain constant. RPI expects accounting,
legal and professional fees to be $2,200 for the full year 2007. All statements
are to be filed in applicable periodic reports with the SEC in accordance with
Item 310 of Regulation S-B. Legal and professional fees associated with the
filing of Form 15 (c) 211 are expected to aggregate $2,800, and are expected to
consist mainly of legal fees, as well as ongoing Edgar conversion costs and
various other professional services performed in relation to the anticipated
ongoing reporting requirements of a public reporting company. All use of
proceeds figures represent management’s best estimates and are not expected to
vary significantly. However, in the event the Company incurs or expects to incur
expenses materially outside of these estimates, RPI intends to file
an amended registration statement, of which this prospectus is a part of,
disclosing the changes and the reasons for any revisions.
RPI’s
ability to commence operations is entirely dependent upon the proceeds to be
raised in this offering. If RPI does not raise at least 25% of the offering
amount, it will be unable to establish a base of operations, without which it
will be unable to begin to generate any revenues. The realization of sales
revenues in the next 12 months is important in the execution of the plan of
operations. However, the Company cannot guarantee that it will generate such
growth. If RPI does not produce sufficient cash flow to support
RPI operations over the next 12 months, RPI may need to raise additional
capital by issuing capital stock in exchange for cash in order to continue as a
going concern. There are no formal or informal agreements to attain such
financing. RPI can not assure any investor that, if needed, sufficient financing
can be obtained or, if obtained, that it will be on reasonable terms. Without
realization of additional capital, it would be unlikely for operations to
continue.
RPI
management does not expect to incur research and development costs.
RPI
currently does not own any significant plant or equipment that it would seek to
sell in the near future.
RPI
management does not anticipate the need to hire employees over the next 12
months with the possible exception of secretarial support should business
develop of a sufficient nature to necessitate such expenditure. Currently, the
Company believes the services provided by its officer and director appears
sufficient at this time. RPI believes that its operations are currently on a
small scale that is manageable by one individual at the present
time.
RPI has
not paid for expenses on behalf of any director. Additionally, RPI believes that
this fact shall not materially change. The Company does, however, owe Mr.
Brigham $350 he advanced for the purpose of incorporating the Company. This is
an obligation of the Company and is carried as a liability to Mr.
Brigham.
RPI has
no plans to seek a business combination with another entity in the foreseeable
future.
CHANGE
IN DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Rhino
Productions has no disagreements with its accountants regarding accounting or
financial disclosure matters.
DIRECTOR,
EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Executive
Compensation
Summary Compensation
Table
Name
and
principal
position
|
|
Fiscal
Year
|
|
Salary
|
|
Bonus
|
|
Other
annual compensation
|
|
Restricted
stock
award(s)
|
|
Securities
underlying
options/
SARs
|
|
LTIP
payouts
|
|
All
other
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald
G. Brigham
Director,
President
|
|
2007
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended October 31, 2007. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period
ending December 31, 2007. No compensation is anticipated within the
next six months to any officer or director of the Company.
Directors'
Compensation
Directors
are not entitled to receive compensation for services rendered to Rhino
Productions, Inc., or for each meeting attended except for reimbursement of
out-of-pocket expenses. There are no formal or informal arrangements or
agreements to compensate directors for services provided as a
director.
Stock
Option Grants
Rhino
Productions did not grant any stock options to the executive officer during the
most recent fiscal period ended December 31, 2007. Rhino Productions has also
not granted any stock options to the Executive Officers since incorporation on
October 30, 2007.
Employment
Agreements
There are
no employment agreements
Code
of Ethics
The
Company’s Board of Directors has approved a Code of Ethics for management
relating to financial disclosures and filings related to future reporting
requirements. A copy of the Code of Ethics will be made available to you by
contacting the Company at 16887 SW King Arthur Court, Sherwood, Oregon
97140.
Corporate
Governance
The Board
of Directors has approved an Internal Control Manual so that management has an
organizational guide for the purpose of establishing policy toward Company wide
treatment of check writing and receiving, as well as the items
relating to disclosure to shareholders and regulators.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to Rhino
Productions to own more than 5% of the outstanding common stock as of October
31, 2007, and by the Officers and Directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly.
Title of class
|
|
Name
and address
of beneficial owner
|
|
Amount
of
beneficial ownership
|
|
Percent
of class*
|
|
|
|
|
|
|
|
Common
Stock
|
|
Ronald
G. Brigham
16887
NW King Richard Court
Sherwood,
Oregon 97140
|
|
2,150,000,
shares
|
|
91.49%
|
*The
percent of class is based on 2,350,000 shares of common stock issued and
outstanding as of December 31, 2007
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
There are
no promoters being used in relation with this offering, except that under the
definition of promoter in Rule 405 of Regulation C of the Securities Act of
1933, Ronald G. Brigham, Sole Officer and Sole Director of Rhino Productions,
Inc. is considered a promoter with respect to this offering. No persons who may,
in the future, be considered a promoter will receive or expect to receive
assets, services or other consideration from us. No assets will be or are
expected to be acquired from any promoter on behalf of Rhino Productions. We
have not entered into any agreements that require disclosure to our
shareholders.
None of
the following parties has, since the date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
|
·
|
The
Officers and Directors;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to the outstanding shares of common
stock;
|
|
·
|
Any
relative or spouse of any of the foregoing persons who have the same house
as such person.
|
On
October 23, 2007, Rhino Productions issued 2,150,000 shares of Common stock to
Ronald G. Brigham for $4,894.68 in cash. Value was determined as an
arms length transaction between non-related parties.
Rhino
Productions, Inc. issued 100,000 shares of Common stock to Jameson Capital, LLC
for $227.66 in cash on October 23, 2007. Value was determined as an
arms length transaction between non-related parties.
The
Company, on October 23, 2007, issued 100,000 shares of Common stock to Ramsgate
Group, Inc. for $227.66 in cash Value was determined as an arms length
transaction between non-related parties.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
Our
By-laws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted by the
provisions of Nevada law. Under such provisions, the director, officer,
corporate employee or agent who in his capacity as such is made or threatened to
be made, party to any suit or proceeding, shall be indemnified if it is
determined that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of our
Company. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and persons controlling our
Company pursuant to the foregoing provision, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
[The
Remainder of this Page Left Blank Intentionally]
RHINO
PRODUCTIONS
,
INC.
(A
Development
Stage
Enterprise)
FINANCIAL
STATEMENTS
OCTOBER
31,
2007
RHINO
PRODUCTIONS, INC.
(A
Development
Stage Enterprise)
Contents
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-3
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
Balance
Sheet
|
F-4
|
|
|
Statement
of Operations
|
F-4
|
|
|
Statement
of Stockholders’ Equity
|
F-5
|
|
|
Statement
of Cash Flows
|
F-7
|
|
|
Notes
to Financial Statements
|
F-8
- F-13
|
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors
Rhino
Productions, Inc.
Las
Vegas, Nevada
We have
audited the accompanying balance sheet of Rhino Productions, Inc. (A Development
Stage Enterprise) as of October 31, 2007 the related statements of operations,
stockholders’ deficit, and cash flows for the period October 16, 2007
(inception) through October 31, 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Rhino Productions, Inc. (A
Development Stage Enterprise) as of October 31, 2007 and the results of its
operations and cash flows for period October 16, 2007 (inception) through
October 31, 2007, in conformity with U.S. generally accepted accounting
principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has limited operations and has no established source of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Kyle L.
Tingle
Kyle L.
Tingle, CPA, LLC
January
4, 2008
Las
Vegas, Nevada
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
BALANCE
SHEET
|
|
October
31, 2007
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
CURRENT
ASSETS
|
|
$
|
5,350
|
|
|
|
|
|
|
Total
current assets
|
|
$
|
5,350
|
|
|
|
|
|
|
Total
assets
|
|
$
|
5,350
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Officer
loan
|
|
$
|
300
|
|
|
|
|
|
|
Total
current liabilities
|
|
$
|
300
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
Preferred
stock: $.001 par value; authorized 5,000,000 shares; none issued or
outstanding at October 31, 2007
|
|
|
0
|
|
Common
stock: $.001 par value; authorized 70,000,000 shares; 2,350,000
issued or outstanding at October 31, 2007
|
|
|
2,350
|
|
Additional
Paid in Capital
|
|
|
3,000
|
|
Accumulated
deficit during development stage
|
|
|
(300
|
)
|
|
|
|
|
|
Total
stockholders’ equity
|
|
$
|
5,050
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
5,350
|
|
See
Accompanying Notes to Financial Statements.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
STATEMENT
OF OPERATIONS
|
|
Oct. 16
, 2007 (inception)
to October 31,
2007
|
|
|
|
|
|
Revenues
|
|
$
|
0
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
0
|
|
|
|
|
|
|
Gross
profit
|
|
$
|
0
|
|
General,
selling and administrative expenses
|
|
|
300
|
|
Operating
loss
|
|
$
|
(300
|
)
|
|
|
|
|
|
Nonoperating
income (expense)
|
|
|
0
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
Average
number of shares of common stock outstanding
|
|
|
2,350,000
|
|
See
Accompanying Notes to Financial Statements.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
STATEMENT
OF STOCKHOLDERS’ EQUITY
|
|
Common Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
Deficit During Development
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October
23, 2007, issue common stock subscribed
|
|
|
2,350,000
|
|
|
$
|
2,350
|
|
|
$
|
3,000
|
|
|
$
|
0
|
|
|
$
|
5,350
|
|
Net
loss, October 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(300
|
)
|
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
October 31, 2007
|
|
|
2,350,000
|
|
|
$
|
2,350
|
|
|
$
|
3,000
|
|
|
$
|
(300
|
)
|
|
$
|
5,050
|
|
See
Accompanying Notes to Financial Statements.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
STATEMENT
OF CASH FLOWS
|
|
Oct 16
, 2007 (inception)
to October 31,
2007
|
|
Cash
Flows From Operating Activities
|
|
|
|
Net
loss
|
|
$
|
(300
|
)
|
Adjustments
to reconcile net loss to cash used in operating
activities:
|
|
|
0
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
$
|
(300
|
)
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
$
|
0
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
Common
stock issued
|
|
$
|
5,350
|
|
Advances
from officer
|
|
|
300
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
$
|
5,650
|
|
|
|
|
|
|
Net
increase in cash
|
|
$
|
5,350
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
$
|
0
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
5,350
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Information and Non-monetary Transactions:
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
0
|
|
|
|
|
|
|
Taxes
paid
|
|
$
|
0
|
|
See
Accompanying Notes to Financial Statements.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
1.
|
Nature
of Business and Significant Accounting Policies
|
Nature of
business:
Rhino
Productions, Inc. (“Company”) was organized October 16, 2007 under the laws of
the State of Nevada for 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 principle
business purpose and, in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7, “
Accounting and Reporting by
Development Stage Enterprises
,” is considered a Development Stage
Enterprise.
A summary of the Company’s
significant accounting policies is as follows:
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 October 31, 2007.
Income
taxes
Income taxes are
provided for using the liability method of accounting in accordance with SFAS
No. 109
“Accounting
for Income Taxes,”
and clarified by
FIN 48,
“Accounting for
Uncertainty in Income Taxes—an interpretation of FASB Statement
No. 109
.
”
A deferred tax asset or
liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
Share Based
Expenses
In December 2004, the Financial
Accounting Standards Board (“
FASB”
) issued SFAS No.
123R “
Sh
are Based
Payment
.”
This statement is a revision to
SFAS 123 and supersedes Accounting Principles Board (APB) Opinion
No.
25, “
Accounting for Stock
Issued to Employees
,”
and amends FASB Statement
No.
95, “
Statement of Cash
Flows.
”
This statement requires a
public entity to expense the cost of
employee services received in exchange for an award of equity instruments. This
statement also provides guidance on valuing and expensing these awards, as well
as disclosure requirements of these equity arrangements.
The Company adopted SFAS No. 123R upon
creation of the company and expenses share based costs in the period
incurred.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
1.
|
Nature
of Business and Significant Accounting Policies (continued)
|
Going
concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company does not have cash
nor material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The Company is currently attempting to raise capital in
order to initiate its business plan which will, if successful, mitigate these
factors which raise substantial doubt about the Company’s ability to continue as
a going concern. The Company will be dependent upon the raising of
this additional capital through placement of our common stock in order to
implement its business plan, or merge with an operating
company. There can be no assurance that the Company will be
successful in either situation in order to continue as a going
concern. The officers and directors have committed to advancing
certain operating costs of the Company.
Recent
Accounting Pronouncements
In
September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107,
“Implementation Guidance for FASB 123 (R).” The
staff believes the guidance in the SAB will assist issuers in their
initial implementation of Statement 123R
and enhance the information received by
investors and other users of
financial statements, thereby assisting them
in making investment and other decisions. This SAB
includes interpretive guidance related to share-based payment
transactions with non-employees, the transition from nonpublic to
public entity status, valuation methods (including assumptions such as
expected volatility and
expected term), the accounting for
certain redeemable financials instruments issued under share-based payment
arrangements,
the classification of compensation expense, non-GAAP financial measures,
first-time adoption of Statement 123R in an interim
period, capitalization of compensation cost related to
share-based payment arrangements, the
accounting for income tax effects
of share-based payment arrangements upon adoption
of Statement 123R and disclosures of MD&A subsequent to adoption of
Statement 123R.
In September 2006, the SEC Staff issued
Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in the Current Year Financial
Statements” (“SAB No. 108”). SAB No. 108 requires the use of two
alternative approaches in quantitatively evaluating materiality of
misstatements. If the misstatement as quantified under either approach is
material to the current year financial statements, the misstatement must be
corrected. If the effect of correcting the prior year misstatements, if any, in
the current year income statement is material, the prior year financial
statements should be corrected. In the year of adoption (fiscal years ending
after November 15, 2006 or calendar year 2006 for us), the misstatements
may be corrected as an accounting change by adjusting opening retained earnings
rather than being included in the current year income statement. We do not
expect that the adoption of SAB No. 108 will have a material impact on our
financial condition or results of operations.
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009. We do not expect that the adoption of SFAS 157 will have a
material impact on our financial condition or results of
operations.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
1.
|
Nature
of Business and Significant Accounting Policies (continued)
|
In September 2006, the FASB issued SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans” (“SFAS No. 158”). SFAS No. 158 requires
companies to recognize in their statement of financial position an asset for a
plan’s overfunded status or a liability for a plan’s underfunded status and to
measure a plan’s assets and its obligations that determine its funded status as
of the end of the company’s fiscal year. Additionally, SFAS No. 158
requires companies to recognize changes in the funded status of a defined
benefit postretirement plan in the year that the changes occur and those changes
will be reported in
comprehensive income. The provision of
SFAS No. 158 that will require us to recognize the funded status of our
postretirement plans, and the disclosure requirements, will be effective for us
as of December 31, 2006.
We do not expect that the adoption of
SFAS No. 158 will have a material impact on our consolidated financial
statements.
FAS 123(R)-5
, “
Classification and
Measurement of Freestanding Financial Instruments Originally Issued in Exchange
for Employee Services under FASB Statement No. 123(R)
”
was issued on October 10, 2006. The
FSP provides that instruments that
were originally issued as employee compensation and
then modified, and that modification is made to the terms of the instrument
solely to reflect an
equity restructuring that occurs when
the holders are no longer employees, then no change in the
recognition or the measurement (due to a change
in classification) of
those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic value
to the exercise price
of the award is preserved, that is, the holder is made whole), or the
antidilution provision is not added to the terms of the award
in contemplation of an
equity restructuring; and (b). All holders of the same
class of equity instruments (for example, stock options) are treated in the same
manner. The provisions in this FSP shall be applied in the first
reporting period beginning after the date the FSP is posted to the FASB
website. We will evaluate whether the adoption will have any impact
on your financial statements
.
In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company’s financial
condition or results of operations.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
1.
|
Nature
of Business and Significant Accounting Policies (continued)
|
In
December 2007, the FASB issued SFAS 141(R), “Business Combinations.” This
Statement replaces SFAS 141, “Business Combinations,” and requires an acquirer
to recognize the assets acquired, the liabilities assumed, including those
arising from contractual contingencies, any contingent consideration, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
statement. SFAS 141(R) also requires the acquirer in a business combination
achieved in stages (sometimes referred to as a step acquisition) to recognize
the identifiable assets and liabilities, as well as the noncontrolling interest
in the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s
requirement to measure the noncontrolling interest in the acquiree at fair value
will result in recognizing the goodwill attributable to the noncontrolling
interest in addition to that attributable to the acquirer. SFAS 141(R) amends
SFAS No. 109, “Accounting for Income Taxes,” to require the acquirer to
recognize changes in the amount of its deferred tax benefits that are
recognizable because of a business combination either in income from continuing
operations in the period of the combination or directly in contributed capital,
depending on the circumstances. It also amends SFAS 142, “Goodwill and Other
Intangible Assets,” to, among other things, provide guidance on the impairment
testing of acquired research and development intangible assets and assets that
the acquirer intends not to use. SFAS 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. We are
currently assessing the potential impact that the adoption of SFAS 141(R) could
have on our financial statements.
In
December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in
Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin
51, “Consolidated Financial Statements,” to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 141(R) could have on our financial statements.
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
2.
|
Stockholders’
Equity
|
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 $.001 par value common stock at $0.001 per
share in consideration of $5,350 in cash. As of October 31, 2007, the shares
were issued and outstanding.
The
authorized preferred stock of the Company consists of 5,000,000 shares with a
par value of $.001. The Company has no preferred stock issued or
outstanding.
Net loss per common
share
Net loss
per share is calculated in accordance with SFAS No. 128, “
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 averaged
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 2007 and since inception. As of
October 31, 2007 and since inception, the Company had no common shares
outstanding. As of October 31, 2007 and since inception, the Company
had no dilutive potential common shares.
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. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, 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.
The
components of the Company’s deferred tax asset as of October 31, 2007 are as
follows:
|
|
2007
|
|
Net
operating loss carryforward at 35%
|
|
$
|
105
|
|
Valuation
allowance
|
|
|
(105
|
)
|
Net
deferred tax asset
|
|
$
|
0
|
|
RHINO
PRODUCTIONS, INC.
(A
Development Stage Enterprise)
NOTES
TO FINANCIAL STATEMENTS
Note
3.
|
Income
Taxes (continued)
|
A
reconciliation of income taxes computed at the statutory rate to the income tax
amount recorded is as follows:
|
|
2007
|
|
|
Since Inception
|
|
Tax
at statutory rate (35%)
|
|
$
|
105
|
|
|
$
|
105
|
|
Increase
in valuation allowance
|
|
|
(105
|
)
|
|
|
(105
|
)
|
|
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
The net
federal operating loss carry forward will expire in 2027. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
Note
4.
|
Related
Party Transactions
|
The
Company neither owns nor leases any real or personal property. An
officer or resident agent of the corporation provides office services without
charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and
directors for the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interest. The Company has not formulated a policy for the resolution
of such conflicts. The officer of the Company has advanced $300 for
organizational expenses as of October 31, 2007.
Note
5.
|
Warrants
and Options
|
There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
OUTSIDE
BACK COVER:
Until
_______, 2008, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or
subscriptions.
PART
II: INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCES AND DISTRIBUTION
The
following table sets forth the costs and expenses payable by RPI in connection
with the sale of the Common Stock being registered. The Company has agreed to
pay all costs and expenses in connection with this offering of Common Stock. The
estimated expenses of issuance and distribution, assuming the maximum proceeds
are raised, are set forth below.
Accounting,
Legal and Professional Fees
|
|
$
|
2,000
|
|
Edgar
Filing Fees
|
|
$
|
800
|
|
Blue
Sky Qualification Fees
|
|
$
|
500
|
|
Transfer
Agent Fees
|
|
$
|
1,500
|
|
|
|
|
|
|
Total
|
|
$
|
4,800
|
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
Bylaws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted by the
provisions of Nevada law. Under such provisions, the director, officer,
corporate employee or agent who, in his capacity as such, is made or threatened
to be made, party to any suit or proceeding, shall be indemnified if it is
determined that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of our
company. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and persons controlling our
company pursuant to the foregoing provision, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
RECENT
SALE OF UNREGISTERED SECURITIES
During
the past year, RPI issued the following unregistered securities in private
transactions without registering the securities under the Securities
Act:
On
October 23, 2007, Ronald G. Brigham, the sole officer, director and employee of
RPI, paid for expenses involved with the incorporation of the Company with his
personal funds on behalf of the Company in the amount of $350 which is carried
on the books and records of the Company as a liability. In
addition, in exchange for 2,150,000 shares of Common Stock of the
Company, par value $0.001 per share, he paid $4,894.68 in cash. On October 23,
2007, 100,000 shares of Common Stack of the Company, par value $0.001 per share,
was issued to Jameson Capital, LLC for which was paid $277.66 in cash
and 100,000 shares of Common Stack of the Company, par value $0.001
per share, was issued to Ramsgate Group, Inc. for which was paid $277.66 in
cash.
At the
time of the issuance, each purchaser of our Common Stack was in possession of
all available material information about the Company. On the basis of these
facts, RPI claims that the issuance of stock to the Company founding
shareholders qualify for the exemption from registration contained in Section
4(2) of the Securities Act of 1933. The Company believes that the exemption from
registration for these sales under Section 4(2) was available
because:
1.
Purchasers of our Common Stack had fair access to all material information about
RPI before investing;
2. There
was no general advertising or solicitation; and
3. The
shares bear a restrictive transfer legend.
EXHIBITS
Exhibit
Number
|
Description
|
3.1
|
Articles
of Incorporation
|
5.1
|
Legal
Opinion with Consent
|
23.1
|
Consent
of Accountant
|
99(b)
|
Subscription
Agreement
|
UNDERTAKINGS
In this
Registration Statement, RPI is including undertakings required pursuant to Rule
415 of the Securities Act and Rule 430A under the Securities Act.
Under
Rule 415 of the Securities Act, the Company is registering securities for an
offering to be made on a continuous or delayed basis in the future. The
registration statement pertains only to securities (a) the offering of which
will be commenced promptly, will be made on a continuous basis and may continue
for a period in excess of 30 days from the date of initial effectiveness and (b)
are registered in an amount which, at the time the registration statement
becomes effective, is reasonably expected to be offered and sold within two
years from the initial effective date of the registration.
Based on
the above-referenced facts and in compliance with the above-referenced rules,
RPI includes the following undertakings in this Registration
Statement:
A.
The undersigned Registrant hereby undertakes:
(1) To
file, during any period, in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933, as amended;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of the Registration Fee” table in the
effective Registration Statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(1) That,
for the purpose of determining any liability under the Securities Act of 1933,
as amended, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(2) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
B. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 14 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this Registration Statement to
be signed on its behalf by the undersigned, in the City of Sherwood, State of
Oregon on February 26, 2008.
Rhino
Productions, Inc.
|
(Registrant)
|
|
By: /s/ Ronald G.
Brigham
|
President
Chief
Executive Officer
(Chief
Accounting Officer)
Chief
Financial Officer
Secretary-Treasurer
Director
|
39