SECURITIES
          AND EXCHANGE COMMISSION
 **WASHINGTON,
          D.C. 20549**
 
 **FORM
          10-QSB**
 
 (Mark
          One)
 [X]  Quarterly
          report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934 for the quarterly period ended June 30, 2007
 
 [ 
           ]  Transition report
          under Section 13 or 15(d) of the Exchange Act for
          the
          transition period from __________ to __________.
 
 
 Commission
          File Number: **333-62690**
 
 RHINO
          OUTDOOR INTERNATIONAL, INC.
 
 (Exact
          name of small business issuer as specified in its charter)
 
  **Nevada**
                **65-1000634**(State
                    or other jurisdiction ofincorporation
                    or organization)
                (I.R.S.
                    Employer Identification
                    No.)
  **1191
                    Center Point Dr., Henderson,
                    Nevada**
                **89704**(Address
                    of principal executive office)
                (Zip
                    Code)
  1-800-288-3099
 
 (Issuer's
          telephone number)
   (Former
            name, former address, and former fiscal year, if changed since last
            report)
 
 
 Check
          whether the issuer: (1) filed all reports required to be filed by Section 13
          or
          15(d) of the Exchange Act during the past 12 months (or for such shorter period
          that the registrant was required to file such reports), and (2) has been subject
          to such filing requirements for the past 90 days.
 Yes  x  No  o
  Indicate
          by check mark whether the registrant is a shell company (as defined by
          Rule
          12b-2 of the Exchange Act 1934).
 Yes  o  No  x
  As
            of
            August 27, 2007, the number of outstanding shares of the issuer's common stock
            was
65,266,209shares.
  TRANSITIONAL
              SMALL BUSINESS DISCLOSURE FORMAT: Yes o Nox
 **1**
 
 TABLE
              OF CONTENTS
 
 **PART
                        I - FINANCIAL
                        INFORMATION**ITEM
                        1.
                    FINANCIAL
                        STATEMENTSConsolidated
                        Balance Sheets for the periods endedJune 30,
                        2007 and December 31, 2006
                    3Consolidated
                        Statements of Operations for the Three Months and Six
                        Monthsended
                        June 30, 2007 and 2006, and from inception of
                        developmentstage
                        January 1, 2005 to June 30, 2007
                    4Consolidated
                        Statement of Stockholders' Equity
                    5Consolidated
                        Unaudited Statement of Cash Flows for the Six Monthsended
                        June 30, 2007 and 2006, and from inception of
                        developmentstage
                        January 1, 2005 to June 30, 2007
                    6Notes
                        to Consolidated Financial Statements
                    7ITEM
                        2.
                    MANAGEMENT'S
                        DISCUSSION & ANALYSIS OF FINANCIAL CONDITION ANDRESULTS
                        OF OPERATIONS
                    16ITEM
                        3.
                    CONTROLS
                      AND PROCEDURES
                    20**PART
                        II - OTHER INFORMATION**ITEM
                        6.
                    EXHIBITS
                    20SIGNATURES
                    21
  **2**
 **ITEM
                    1. FINANCIAL STATEMENTS**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC****CONSOLIDATED
                              BALANCE SHEETS****JUNE
                              30, 2007**June
                              30
                          
                          
                          December
                              312007
                          
                          
                          2006**ASSETS****CURRENT
                              ASSETS**Cash
                          
                          $
                          9,103
                          
                          
                          $
                          1,862Note
                              receivable
                          
                          
                          4,500
                          
                          
                          
                          -Loan
                              receivable
                          
                          
                          
                          
                          
                          
                          -Prepaid
                              expense
                          
                          
                          1,852
                          
                          
                          
                          -Inventory
                          
                          
                          113,490
                          
                          
                          
                          123,490Other
                              current assets
                          
                          
                          88,502
                          
                          
                          
                          2,052Total
                              Current Assets
                          
                          
                          217,447
                          
                          
                          
                          127,404**PROPERTY
                              AND EQUIPMENT, NET**
                          
                          
                          92,081
                          
                          
                          
                          107,954**OTHER
                              ASSETS**Investments
                          
                          
                          900
                          
                          
                          
                          14,400Goodwill
                          
                          
                          3,013,463
                          
                          
                          
                          3,013,463Total
                              Other Assets
                          
                          
                          3,014,363
                          
                          
                          
                          3,027,863**TOTAL
                              ASSETS**
                          
                          $
                          3,323,891
                          
                          
                          $
                          3,263,221**LIABILITIES
                              AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                              LIABILITIES**Accounts
                              payable
                          
                          $
                          1,281,163
                          
                          
                          $
                          1,300,032Accounts
                              payable- checks in excess of bank balance
                          
                          
                          -
                          
                          
                          
                          21,534Accrued
                              liabilities
                          
                          
                          1,638,798
                          
                          
                          
                          1,332,860Lines
                              of credit
                          
                          
                          292,995
                          
                          
                          
                          299,896Current
                              portion of long-term debt
                          
                          
                          36,141
                          
                          
                          
                          40,485Deferred
                              revenue and customer deposites
                          
                          
                          272,991
                          
                          
                          
                          448,027Notes
                              payable
                          
                          
                          459,172
                          
                          
                          
                          294,192Notes
                              payable - related party
                          
                          
                          477,614
                          
                          
                          
                          573,814Other
                              current liabilities
                          
                          
                          400,000
                          
                          
                          
                          400,000Total
                              Current Liabilities
                          
                          
                          4,858,874
                          
                          
                          
                          4,710,840**LONG
                              TERM LIABILITIES**Bank
                              indebtedness
                          
                          
                          29,155
                          
                          
                          
                          37,682Vehicle
                              loans, net current portion
                          
                          
                          15,663
                          
                          
                          
                          22,047Total
                              Long Term Liabilities
                          
                          
                          44,818
                          
                          
                          
                          59,729**COMMITMENTS
                              AND CONTINGENCIES**
                          
                          
                          -
                          
                          
                          
                          -**STOCKHOLDERS'
                              EQUITY (DEFICIT)**Preferred
                              stock, $.001 par value; 5,000,000 shares authorized,Series
                              A - 835,660 shares issued and outstanding
                          
                          
                          836
                          
                          
                          
                          836Series
                              B - 1,000,000 shares issued and outstanding
                          
                          
                          1,000
                          
                          
                          
                          1,000Series
                              C - 2,250,000 shares issued and outstanding
                          
                          
                          2,250
                          
                          
                          
                          2,250Common
                              stock, $.001 par value; 500,000,000 shares authorized,66,066,209
                              and 50,748,709 shares issued and oustanding,respectively
                          
                          
                          66,066
                          
                          
                          
                          50,749Additional
                              paid-in capital
                          
                          
                          36,595,323
                          
                          
                          
                          35,502,478Accumulated
                              deficit prior to curent development stage
                          
                          
                          (19,234,546
                          )
                          
                          
                          (19,234,546
                          )Accumulated
                              deficit in development stage
                          
                          
                          (18,899,130
                          )
                          
                          
                          (17,394,515
                          )Accumulated
                              comprehensive income (loss)
                          
                          
                          (111,600
                          )
                          
                          
                          (435,600
                          )Total
                              Stockholders' Equity (Deficit)
                          
                          
                          (1,579,801
                          )
                          
                          
                          (1,507,348
                          )**TOTAL
                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
                          
                          $
                          3,323,891
                          
                          
                          $
                          3,263,221
  **3**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC****CONSOLIDATED
                              STATEMENTS OF OPERATIONS****JUNE
                              30, 2007**Inception
                              ofDevelopmentStageThree
                              Months Ended
                          
                          
                          Six
                              Months Ended
                          
                          
                          (January
                              1, 2005)June
                              30
                          
                          
                          June
                              30
                          
                          
                          June
                              30
                          
                          
                          June
                              30
                          
                          
                          to2007
                          
                          
                          2006
                          
                          
                          2007
                          
                          
                          2006
                          
                          
                          June
                              30(unaudited)
                          
                          
                          
                          
                          
                          (unaudited)
                          
                          
                          
                          
                          
                          2007**REVENUES**
                          
                          $
                          218,340
                          
                          
                          $
                          29,750
                          
                          
                          $
                          417,385
                          
                          
                          $
                          29750
                          
                          
                          
                          494,478-**COST
                              OF GOODS SOLD**
                          
                          $
                          50,480
                          
                          
                          $
                          24,654
                          
                          
                          $
                          115,761
                          
                          
                          $
                          24654
                          
                          
                          
                          216,001Gross
                              Profit
                          
                          
                          167,860
                          
                          
                          
                          5,096
                          
                          
                          
                          301,624
                          
                          
                          
                          5,096
                          
                          
                          
                          278,477**OPERATING
                              EXPENSES**Depreciation
                          
                          
                          9,142
                          
                          
                          
                          851
                          
                          
                          
                          18,373
                          
                          
                          
                          851
                          
                          
                          
                          36,657General
                              and administrative
                          
                          
                          161,105
                          
                          
                          
                          74,257
                          
                          
                          
                          261,480
                          
                          
                          
                          141,350
                          
                          
                          
                          1,763,170Marketing
                              expense
                          
                          
                          59,375
                          
                          
                          
                          382,634
                          
                          
                          
                          414,175
                          
                          
                          
                          596,059
                          
                          
                          
                          10,166,362Selling
                              expenses
                          
                          
                          -
                          
                          
                          
                          18,000
                          
                          
                          
                          359,300
                          
                          
                          
                          164,856
                          
                          
                          
                          5,511,840Management
                              fees
                          
                          
                          188,944
                          
                          
                          
                          601,729
                          
                          
                          
                          374,730
                          
                          
                          
                          706,729
                          
                          
                          
                          1,397,459**TOTAL
                              OPERATING EXPENSES**
                          
                          
                          418,566
                          
                          
                          
                          1,077,471
                          
                          
                          
                          1,428,058
                          
                          
                          
                          1,609,845
                          
                          
                          
                          18,875,488**LOSS
                              FROM OPERATIONS**
                          
                          
                          (250,706
                          )
                          
                          
                          (1,072,375
                          )
                          
                          
                          (1,126,434
                          )
                          
                          
                          (1,604,749
                          )
                          
                          
                          (18,597,011
                          )**OTHER
                              INCOME (EXPENSES)**Other
                              income
                          
                          
                          
                          
                          
                          
                          14,063
                          
                          
                          
                          
                          
                          
                          
                          14,063
                          
                          
                          
                          340,272Interest
                              income
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,500Interest
                              expense
                          
                          
                          (14,483
                          )
                          
                          
                          (21,220
                          )
                          
                          
                          (24,706
                          )
                          
                          
                          (39,858
                          )
                          
                          
                          (188,078
                          )Acquisition
                              expense
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          (25,098
                          )Gain
                              /loss on sale of investment
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          (328,377
                          )Gain
                              on forgiveness of debt
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (14,171
                          )**TOTAL
                              OTHER INCOME (EXPENSES)**
                          
                          
                          (14,483
                          )
                          
                          
                          (7,157
                          )
                          
                          
                          (378,181
                          )
                          
                          
                          (25,795
                          )
                          
                          
                          (199,749
                          )**LOSS
                              BEFORE TAXES**
                          
                          
                          (265,189
                          )
                          
                          
                          (1,079,532
                          )
                          
                          
                          (1,504,615
                          )
                          
                          
                          (1,630,544
                          )
                          
                          
                          (18,796,760
                          )**INCOME
                              TAXES**
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          -**NET
                              LOSS**
                          
                          
                          (265,189
                          )
                          
                          
                          (1,079,532
                          )
                          
                          
                          (1,504,615
                          )
                          
                          
                          (1,630,544
                          )
                          
                          
                          (18,796,760
                          )**OTHER
                              COMPREHENSIVE INCOME**Unrealized
                              gain on investments
                          
                          
                          90
                          
                          
                          
                          540,000
                          
                          
                          
                          (111,600
                          )
                          
                          
                          540,000
                          
                          
                          
                          (547,200
                          )**COMPREHENSIVE
                              LOSS**
                          
                          $
                          (265,099
                          )
                          
                          $
                          (539,532
                          )
                          
                          $
                          (1,616,215
                          )
                          
                          $
                          (1,090,544
                          )
                          
                          $
                          (19,343,960
                          )NET
                            LOSS PER COMMON SHARE,BASIC
                              AND DILUTED
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )
                          
                          
                          (0.02
                          )
                          
                          
                          (0.01
                          )WEIGHTED
                            AVERAGE NUMBER OFCOMMON
                              STOCK SHARESOUTSTANDING,
                              BASIC AND DILUTED
                          
                          
                          65,266,209
                          
                          
                          
                          151,172,738
                          
                          
                          
                          61,374,216
                          
                          
                          
                          140,106,932
  **4**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC****CONSOLIDATED
                              STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)****JUNE
                              30, 2007**Additional
                          
                          
                          
                          
                          
                          OtherConvertible
                              Preferred Stock
                          
                          
                          Common
                              Stock
                          
                          
                          Paid-in
                          
                          
                          Accumulated
                          
                          
                          ComprehensiveShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          Loss
                          
                          
                          TotalsBalance,
                              December 31, 2004
                          
                          
                          835,600
                          
                          
                          $
                          836
                          
                          
                          $
                          232,258
                          
                          
                          $
                          232
                          
                          
                          $
                          16,193,129
                          
                          
                          $
                          (19,234,546
                          )
                          
                          
                          
                          
                          $
                          (3,040,349
                          )Shares
                              issued for consulting expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          996,260
                          
                          
                          
                          996
                          
                          
                          
                          6,945,396
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,946,392-Shares
                              issued for debt
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,000
                          
                          
                          
                          5
                          
                          
                          
                          57,495
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          57,500-Shares
                              issued for compensation
                          
                          
                          1,000,000
                          
                          
                          
                          1,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          99,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          100,000-Net
                              loss for year ending December 31, 2005
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (7,783,970
                          )
                          
                          
                          
                          
                          
                          (7,783,970
                          )Balance,
                              December 31, 2005
                          
                          
                          1,835,600
                          
                          
                          
                          1,836
                          
                          
                          
                          1,233,518
                          
                          
                          
                          1,233
                          
                          
                          
                          23,295,020
                          
                          
                          
                          (27,018,516
                          )
                          
                          
                          
                          
                          
                          (3,720,427
                          )Shares
                              issued for management and consulting fees
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          245,000
                          
                          
                          
                          245
                          
                          
                          
                          489,755
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          490,000-Shares
                              issued for accrued liabilities
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          205,000
                          
                          
                          
                          205
                          
                          
                          
                          409,795
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          410,000-Shares
                              issued for acquistion of subsidiary
                          
                          
                          1,650,000
                          
                          
                          
                          1,650
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,648,350
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,650,000-Shares
                              issued for accrued management fees
                          
                          
                          600,000
                          
                          
                          
                          600
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          599,400
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          600,000Shares
                              issued for related party payable
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,200,000
                          
                          
                          
                          5,200
                          
                          
                          
                          1,228,031
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,233,231-Shares
                              issued for marketing and selling expenses
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          43,865,191
                          
                          
                          
                          43,866
                          
                          
                          
                          7,832,127
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          7,875,993Net
                              loss for period ending December 31, 2006
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (9,610,545
                          )
                          
                          
                          
                          
                          
                          (9,610,545
                          )-Unrealized
                              loss on investments
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (435,600
                          )
                          
                          
                          (435,600
                          )Balance,
                              December 31, 2006
                          
                          
                          4,085,600
                          
                          
                          
                          4,086
                          
                          
                          
                          50,748,709
                          
                          
                          
                          50,749
                          
                          
                          
                          35,502,478
                          
                          
                          
                          (36,629,061
                          )
                          
                          
                          (435,600
                          )
                          
                          
                          (1,507,348
                          )Common
                              stock issued for cash
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,268,000
                          
                          
                          
                          5,267
                          
                          
                          
                          259,420
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          264,687-Shares
                              issued for marketing, selling and financing costs
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          15,649,500
                          
                          
                          
                          15,650
                          
                          
                          
                          807,825
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          823,475-Shares
                              issued for related party notes payable
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          400,000
                          
                          
                          
                          400
                          
                          
                          
                          19,600
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          20,000-Cancelled
                              shares
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (6,000,000
                          )
                          
                          
                          (6,000
                          )
                          
                          
                          6,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          --Net
                              loss for period ending June 30, 2007
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (1,504,615
                          )
                          
                          
                          
                          
                          
                          
                          (1,504,615
                          )-Unrealized
                              loss on investments
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          324,000
                          
                          
                          
                          324,000Balance,
                              June 30, 2007 (unaudited)
                          
                          
                          4,085,600
                          
                          
                          
                          4,086
                          
                          
                          
                          66,066,209
                          
                          
                          
                          66,066
                          
                          
                          
                          36,595,323
                          
                          
                          
                          (38,133,676
                          )
                          
                          
                          (111,600
                          )
                          
                          
                          (1,579,801
                          )
  **5**
 **RHINO
                    OUTDOOR INTERNATIONAL, INC**
 **CONSOLIDATED
                    STATEMENTS OF CASH FLOWS**
 **JUNE
                    30, 2007**
 Frominception
                                ofdevelopmentstageJanuary
                                1, 2005Six
                                Months Ended
                            
                            
                            toJune
                                30
                            
                            
                            June
                                30
                            
                            
                            June
                                302007
                            
                            
                            2006
                            
                            
                            2007**CASH
                                FLOWS FROM OPERATING ACTIVITIES:**Net
                                loss
                            
                            $
                            (1,504,615
                            )
                            
                            $
                            (1,630,544
                            )
                            
                            
                            (18,899,130
                            )Unearned
                                revenue
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Provision
                                for doubtful accounts
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Stock
                                issued for accrued wages
                            
                            
                            
                            
                            
                            
                            450,000
                            
                            
                            
                            510,000Stock
                                issued for services
                            
                            
                            
                            
                            
                            
                            1,207,630
                            
                            
                            
                            7,436,392Reserve
                                for issuance of preferred stock
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            400,000Stock
                                issued for accrued management fees
                            
                            
                            
                            
                            
                            
                            600,000
                            
                            
                            
                            600,000Forgiveness
                                of debt
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (2,500
                            )Bad
                                debt expense
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            20,000Loss
                                on abandonment of assets
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            14,171Amortization
                                of deferred revenues
                            
                            
                            (234,375
                            )
                            
                            
                            
                            
                            
                            
                            (562,500
                            )Common
                                stock issued for marketing ans selling expenses
                            
                            
                            823,475
                            
                            
                            
                            
                            
                            
                            
                            8,699,468Loss
                                on sale of investment
                            
                            
                            328,377
                            
                            
                            
                            
                            
                            
                            
                            417,544Amortization
                                and depreciation
                            
                            
                            18,373
                            
                            
                            
                            851
                            
                            
                            
                            36,657Adjustments
                                to reconcile net (loss) to net cash
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -provided
                                (used) by operating activities:
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Decrease
                                (increase) in inventories
                            
                            
                            10,000
                            
                            
                            
                            
                            
                            
                            
                            69,720Decrease
                                (increase)  in note receivable
                            
                            
                            (4,500
                            )
                            
                            
                            
                            
                            
                            
                            (4,500
                            )Decrease
                                (increase) in accounts receivable
                            
                            
                            
                            
                            
                            
                            7,500
                            
                            
                            
                            -Decrease
                                (increase) in prepaids
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Decrease
                                (increase) in deposits
                            
                            
                            (88,302
                            )
                            
                            
                            
                            
                            
                            
                            (88,302
                            )Decrease
                                (increase) in other current assetsIncrease
                                (decrease) in interest payable
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Increase
                                (decrease) in accounts payable-checks in excess
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Increase
                                (decrease) in accounts payable
                            
                            
                            (18,869
                            )
                            
                            
                            116,143
                            
                            
                            
                            298,345Increase
                                (decrease) in accrued payroll
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Increase
                                (decrease) in accrued liabilities
                            
                            
                            305,938
                            
                            
                            
                            (784,459
                            )
                            
                            
                            238,351Increase
                                (decrease) in deferred revenue and customer deposits
                            
                            
                            59,339
                            
                            
                            
                            2,000
                            
                            
                            
                            310,127Increase
                                (decrease) in inventory
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Net
                                cash used by operating activities
                            
                            
                            (305,159
                            )
                            
                            
                            (30,879
                            )
                            
                            
                            (506,157
                            )**CASH
                                FLOWS FROM INVESTING ACTIVITIES:**Increase
                                in loan receivable
                            
                            
                            
                            
                            
                            
                            15,000
                            
                            
                            
                            (7,500
                            )Cash
                                acquired in acquistion
                            
                            
                            
                            
                            
                            
                            18,578
                            
                            
                            
                            18,578Purchase
                                of plant, property, and equipment
                            
                            
                            (2,500
                            )Cash
                                from sale of investments
                            
                            
                            9,123
                            
                            
                            
                            
                            
                            
                            
                            32,456Net
                                cash used by investing activities
                            
                            
                            6,623
                            
                            
                            
                            33,578
                            
                            
                            
                            43,534**CASH
                                FLOWS FROM FINANCING ACTIVITIES:**Advances
                                from related parties
                            
                            
                            (96,200
                            )
                            
                            
                            15,500
                            
                            
                            
                            76,583Proceeds
                                from issuance of convertible debt
                            
                            
                            164,980
                            
                            
                            
                            
                            
                            
                            
                            164,980Decrease
                                in lines of credit
                            
                            
                            (6,901
                            )
                            
                            
                            
                            
                            
                            
                            (6,955
                            )Decrease
                                in bank indebtedness
                            
                            
                            (12,870
                            )
                            
                            
                            
                            
                            
                            
                            (10,172
                            )Decrease
                                in vehicle loans
                            
                            
                            (6,384
                            )
                            
                            
                            
                            
                            
                            
                            (13,373
                            )Increase
                                in bank overdrafts
                            
                            
                            (1,535
                            )
                            
                            
                            379
                            
                            
                            
                            (1,524
                            )Proceeds
                                from notes payable
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -Payment
                                of notes payable
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Proceeds
                                from sale of common stock
                            
                            
                            264,687
                            
                            
                            
                            
                            
                            
                            
                            264,687Net
                                cash provided by financing activities
                            
                            
                            305,777
                            
                            
                            
                            15,879
                            
                            
                            
                            474,226Change
                                in cash
                            
                            
                            7,241
                            
                            
                            
                            18,578
                            
                            
                            
                            11,603**Cash,
                                beginning of period**
                            
                            
                            1,862
                            
                            
                            
                            -**Cash,
                                end of period**
                            
                            $
                            9,103
                            
                            
                            $
                            18,578
                            
                            
                            
                            11,603-**SUPPLEMENTAL
                                CASH FLOW INFORMATION:**Interest
                                paid
                            
                            $
                            -
                            
                            
                            $
                            2,212
                            
                            
                            
                            21,298Income
                                taxes paid
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            -**NON-CASH
                                INVESTING AND FINANCING ACTIVITIES:**Common
                                stock issued for debt
                            
                            $
                            20,000
                            
                            
                            $
                            -
                            
                            
                            
                            77,500Common
                                stock issued for accrued wages
                            
                            
                            
                            
                            
                            
                            450,000
                            
                            
                            
                            45,000Preferred
                                shares issued for subsidiary
                            
                            $
                            -
                            
                            
                            $
                            1,650,000
                            
                            
                            
                            16,500Shares
                                issued for related party payable
                            
                            
                            
                            
                            
                            
                            1,233,231
                            
                            
                            
                            1,233,231
  **6**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                      Development Stage Company)**
 **NOTES
                      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                      30, 2007**
 **NOTE
                    1 - BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS**
 
 Rhino
                    Outdoor International, Inc. (fka Cyberads, Inc), was incorporated
                    on April 12,
                    2000 in the State of Florida. On August 10, 2005, the Company
                    changed domicile
                    from Florida to Nevada.
 
 The
                    Company provides management and sales support to businesses focused
                    in the
                    Extreme Sports/Lifestyle market segment. The Company earns commissions/fees
                    on
                    securing distribution for the businesses and products it represents.
                    Additionally, the Company will earn commissions when product
                    deliveries are made
                    through the distribution channel. The Company and its management
                    has devoted
                    their attention toward restructuring debt and seeking profitable
                    products in
                    2005 and 2006. The Company’s year-end is December 31.
 
 As
                    of
                    January 1, 2005, the Company abandoned its previous business
                    plan of marketing
                    cellular phone services and began a new development stage where
                    it intends to
                    provide management and sales support to businesses focused in
                    the Extreme
                    Sports/Lifestyle market segment.
 
 On
                    June
                    21, 2006, the Company entered into a share exchange agreement
                    and plan of
                    reorganization with Rhino Off Road Industries, Inc. Under this
                    agreement and
                    plan of reorganization, the Company acquired 100 percent of the
                    outstanding
                    common stock of Rhino in exchange for 1,650,000 shares of the
                    Company’s Series C
                    convertible preferred stock. Furthermore, the Company issued
                    another 600,000
                    shares of Series C convertible preferred stock for the retention
                    of the
                    subsidiary’s officers and agreed to issue 400,000 shares of Series C convertible
                    preferred stock for loan guarantees. As of June 30, 2007, the
                    400,000 shares had
                    not yet been issued. Rhino Off Road Industries, Inc. was incorporated
                    on
                    September 25, 2003 in the State of Nevada. The principal business
                    of the Company
                    is the design, manufacturing and sale of off road vehicles and
                    related parts.
                    The Company’s operations are located in Henderson, Nevada. See Note
                    3.
 
 **NOTE
                    2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 This
                    summary of significant accounting policies of Rhino Outdoor International,
                    Inc.
                    is presented to assist in understanding the Company’s financial statements. The
                    financial statements and notes are representations of the Company’s management,
                    which is responsible for their integrity and objectivity. These
                    accounting
                    policies conform to accounting principles generally accepted
                    in the United
                    States of America, and have been consistently applied in the
                    preparation of the
                    financial statements.
 
 Accounting
                    Method
 The
                    Company’s financial statements are prepared using the accrual basis of
                    accounting in accordance with accounting principles generally
                    accepted in the
                    United States of America.
 
 Accounts
                    Receivable
 The
                    Company carries its accounts receivable at cost less an allowance
                    for doubtful
                    accounts. On a periodic basis, the Company evaluates its accounts
                    receivable and
                    establishes an allowance for doubtful accounts, based on a history
                    of past
                    write-offs and collections and current credit conditions.
 
 The
                    Company’s policy is to accrue interest on trade receivables 90 days after
                    invoice date. A receivable is considered past due if payments
                    have not been
                    received by the Company for 90 days. At that time, the Company
                    will discontinue
                    accruing interest and turn the account over for collection. If
                    a payment is made
                    after it has been turned over for collection, the Company will
                    apply the payment
                    to the outstanding principal first and resume accruing interest.
                    Accounts are
                    written off as uncollectible if no payments are received 180
                    days after they
                    have been turned over for collection.
 
 **7**
 **RHINO
                    OUTDOOR INTERNATIONAL, INC.** **(A
                      Development Stage Company)**
 **NOTES
                      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                      30, 2007**
 Cash
                    and Cash Equivalents
 For
                    purposes of the statement of cash flows, the Company considers
                    all highly liquid
                    investments and short-term debt instruments with original maturities
                    of three
                    months or less to be cash equivalents.
 
 Compensated
                    Absences
 Employees
                    of the Company are entitled to paid vacation, and sick days,
                    depending on job
                    classification, length of service, and other factors. Management
                    has deemed that
                    any liability arising from this policy would be immaterial and
                    has accrued no
                    compensated absences liabilities for the period ended June 30,
                    2007
 
 Cost
                    of Sales
 Cost
                    of
                    sales consists of the purchase price of materials and supplies,
                    shipping, labor
                    and benefits, and other overhead costs associated with production.
 
 Development
                    Stage Activities
 Since
                    the
                    inception of the current development stage (which began January
                    1, 2005), the
                    Company has realized minimal revenue from operations. It expects
                    to be engaged
                    to provide management and sales support to businesses focused
                    in the Extreme
                    Sports/Lifestyle market segment.
 
 Going
                    Concern
 The
                    accompanying financial statements have been prepared assuming
                    the Company will
                    continue as a going concern. As shown in the financial statements,
                    the Company
                    has limited cash and revenues, has incurred a net loss for the six months
                    ended June 30, 2007, and has an accumulated deficit since the
                    inception of the
                    Company. These factors indicate that the Company may be unable
                    to continue in
                    existence. The Company is currently putting business plans in
                    place which will,
                    if successful, mitigate these factors which raise substantial
                    doubt about the
                    Company’s ability to continue as a going concern. The financial statements
                    do
                    not include any adjustments related to the recoverability and
                    classification of
                    recorded assets, or the amounts and classification of liabilities
                    that might be
                    necessary in the event the Company cannot continue existence.
  Management
                    has established plans designed to increase the sales of the Company’s products
                    and services and decrease debt. These plans will include providing
                    management
                    and sales support to businesses focused in the Extreme/Lifestyle
                    market segment
                    where the Company anticipates earning commissions/fees on securing
                    distribution
                    from business and products it represents.
 
 An
                    estimated $2 million is believed necessary to continue operations
                    and increase
                    development through the next fiscal year. The timing and amount
                    of capital
                    requirements will depend on a number of factors, including demand
                    for products
                    and services and the availability of opportunities for international
                    expansion
                    through affiliations and other business relationships. Management
                    intends to
                    seek new capital from new equity securities issuances to provide
                    funds needed to
                    increase liquidity, fund internal growth, and fully implement
                    its business
                    plan.
 
 Goodwill
 Goodwill
                    represents the excess of the purchase price and related direct
                    costs over the
                    fair value of net assets acquired as of the date of the acquisition
                    of Rhino Off
                    Road Industries, Inc. The Company reviews periodically its goodwill
                    to assess
                    recoverability based on projected undiscounted cash flows from
                    operations.
                    Impairments are recognized in operating results when a permanent
                    diminution in
                    value occurs. At June 30, 2007, no impairment was deemed necessary
                    for the
                    Company’s goodwill.
 **8**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.** **(A
                        Development Stage Company)**
 **NOTES
                        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                        30, 2007**
 
 Inventories
 The
                    Company records inventories at the lower of cost or market on
                    a first-in,
                    first-out basis.
 
 June
                              30,
                          
                          
                          June
                              30,2007
                          
                          
                          2006Raw
                              materials and work-in-process
                          
                          $
                          47,954
                          
                          
                          $
                          152,107Finished
                              goods
                          
                          
                          65,537
                          
                          
                          $
                          81,103Total
                              Inventory
                          
                          $
                          113,491
                          
                          
                          $
                          233,210
 
 Investments
 The
                    Company’s investments in securities are classified as either trading,
                    held to
                    maturity, or available-for-sale in accordance with Statement
                    of Financial
                    Accounting Standards No. 115. Available-for-sale securities consist
                    of equity
                    securities not classified as trading securities or as securities
                    to be held to
                    maturity. Unrealized holding gains and losses, net of tax, on
                    available-for-sale
                    securities are reported as a net amount in a separate component
                    of other
                    comprehensive income. Gains and losses on the sale of available-for-sale
                    securities are determined using the average cost method and are
                    included in
                    earnings. The Company determines the gain or loss on investment
                    securities held
                    as available-for-sale, based upon the accumulated cost basis
                    of specific
                    investment accounts. On the Company’s balance sheet, short-term available for
                    sale securities are classified as “investments.”
 
 Long-lived
                    Assets
 The
                    Company accounts for its long-lived assets in accordance with
                    Statement of
                    Financial Accounting Standards No. 144, “Accounting for the Impairment or
                    Disposal of Long-Lived Assets”. This standard establishes a single accounting
                    model for long-lived assets to be disposed of by sale, including
                    discontinued
                    operations, and requires that these long-lived assets be measured
                    at the lower
                    of carrying amount or fair value less cost to sell, whether reported
                    in
                    continuing operations or discontinued operations. Accordingly,
                    the Company
                    reviews the carrying amount of long-lived assets for impairment
                    where events or
                    changes in
 circumstances
                    indicate that the carrying amount may not be recoverable. The
                    determination of
                    any impairment would include a comparison of estimated future
                    cash flows
                    anticipated to be generated during the remaining life of the
                    assets to the net
                    carrying value of the assets.
 
 Property
                    and Equipment
 Property
                    and equipment are stated at cost. Depreciation of property and
                    equipment is
                    calculated using the straight-line method over the estimated
                    useful lives of the
                    assets, which range from three to seven years. See Note 5.
 
 Principles
                    of Consolidation
 The
                    accompanying consolidated financial statements at June 30, 2007
                    include the
                    accounts of Rhino Outdoor International, Inc. and its wholly
                    owned subsidiaries:
                    IDS Cellular, Inc. (“IDS”) and Rhino Off Road Industries, Inc. All significant
                    transactions and balances among the companies included in the
                    consolidated
                    financial statements have been eliminated. The operations of
                    IDS are currently
                    idle.
  Provision
                    for Taxes
 Income
                    taxes are provided based upon the liability method of accounting
                    pursuant to
                    Statement of Financial Accounting Standards No. 109, “Accounting for Income
                    Taxes” (hereinafter “SFAS No. 109). Under this approach, deferred income taxes
                    are recorded to reflect the tax consequences in future years
                    of differences
                    between the tax basis of assets and liabilities and their financial
                    reporting
                    amounts at each year-end. A valuation allowance is recorded against
                    deferred tax
                    assets if management does not believe the Company has met the
“more likely than
                    not” standard imposed by SFAS No. 109 to allow recognition of such
                    an
                    asset.
 **9**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.** **(A
                        Development Stage Company)**
 **NOTES
                        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                        30, 2007**
   Recent
                      Accounting Pronouncements
 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.
  In
                    September 2006, the Financial Accounting Standards Board issued
                    Statement of
                    Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
                    Benefit Pension and Other Postretirement Plans - an amendment
                    of FASB Statements
                    No. 87,88,106, and 132(R)” (hereinafter “SFAS No. 158”). This statement requires
                    an employer to recognize the overfunded or underfunded statues
                    of a defined
                    benefit postretirement plan (other than a multiemployer plan)
                    as an asset or
                    liability in its statement of financial position and to recognize
                    changes in
                    that funded status in the year in which the changes occur through
                    comprehensive
                    income of a business entity or changes in unrestricted net assets
                    of a not for
                    profit organization. This statement also requires an employer
                    to measure the
                    funded status of a plan as of the date of its year end statement
                    of financial
                    position, with limited exceptions. The adoption of this statement
                    had no
                    immediate material effect on the Company’s financial condition or results of
                    operations.
  In
                    September 2006, the Financial Accounting Standards Board issued
                    Statement of
                    Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter
“SFAS No. 157”), which defines fair value, establishes a framework for measuring
                    fair value in generally accepted accounting principles (GAAP),
                    and expands
                    disclosures about fair value measurements. Where applicable,
                    SFAS No. 157
                    simplifies and codifies related guidance within GAAP and does
                    not require any
                    new fair value measurements. SFAS No. 157 is effective for financial
                    statements
                    issued for fiscal years beginning after November 15, 2007, and
                    interim periods
                    within those fiscal years. Earlier adoption is encouraged. The
                    Company does not
                    expect the adoption of SFAS No. 157 to have a significant effect
                    on its
                    financial position or results of operations.
 
 In
                    June
                    2006, the Financial Accounting Standards Board issued FASB Interpretation
                    No.
                    48, “Accounting for Uncertainty in Income Taxes - an interpretation
                    of FASB
                    Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition
                    threshold and measurement attribute for the financial statement
                    recognition and
                    measurement of a tax position taken or expected to be taken in
                    a tax return. FIN
                    48 also provides guidance on de-recognition, classification,
                    interest and
                    penalties, accounting in interim periods, disclosure and transition.
                    FIN 48 is
                    effective for fiscal years beginning after December 15, 2006.
                    The Company does
                    not expect the adoption of FIN 48 to have an immediate material
                    impact on its
                    financial reporting, and the Company is currently evaluating
                    the impact, if any,
                    the adoption of FIN 48 will have on its disclosure requirements.
 
 Reclassifications
 Certain
                    amounts from prior periods have been reclassified to conform
                    to the current
                    period presentation. This reclassification has resulted in no
                    changes to the
                    Company’s accumulated deficit or net losses presented.
 
 Revenue
                    Recognition
 The
                    Company recognizes revenue for product sales when there is a
                    mutually executed
                    sales contract, when the products are shipped and title passes
                    to customers,
                    when the contract price and terms are fixed, and when collectibility
                    is
                    reasonably assured.
 **10**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.** **(A
                        Development Stage Company)**
 **NOTES
                        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                        30, 2007**
 Use
                    of
                    Estimates
 The
                    process of preparing financial statements in conformity with
                    accounting
                    principles generally accepted in the United States of America
                    requires the use
                    of estimates and assumptions regarding certain types of assets,
                    liabilities,
                    revenues, and expenses. Such estimates primarily relate to unsettled
                    transactions and events as of the date of the financial statements.
                    Accordingly,
                    upon settlement, actual results may differ from estimated amounts.
 
 **NOTE
                    3 - ACQUISITION OF RHINO OFF ROADS INDUSTRIES, INC.**
 
 On
                    June
                    21, 2006, the Company acquired one hundred percent of the issued
                    and outstanding
                    shares of Rhino Off Roads Industries, Inc. for 1,650,000 convertible
                    preferred
                    shares Series C of Rhino Outdoor International, Inc. Per the
                    merger agreement,
                    the Company issued another 600,000 shares of Series C convertible
                    preferred
                    stock for the retention of the subsidiary’s officers. Furthermore, 400,000
                    shares were to be issued for loan guarantees that the subsidiary’s officers had
                    for lines of credit and bank indebtedness. As of March 31, 2007,
                    these shares
                    have not been issued.
 
 The
                    purchase price was allocated as follows:
 
 Cash
                          
                          $
                          18,578Accounts
                              receivable
                          
                          
                          5,000Investments
                          
                          
                          562,500Inventories
                          
                          
                          183,210Plant,
                              property & equipment, net
                          
                          
                          126,238Other
                              assets
                          
                          
                          2,052Total
                              Assets Acquired
                          
                          
                          897,578Current
                              liabilities
                          
                          
                          (2,186,533
                          )Other
                              liabilities
                          
                          
                          (74,508
                          )Total
                              Liabilities Assumed
                          
                          
                          (2,261,041
                          )Net
                              liabilities acquired in excess of assets
                          
                          $
                          (1,363,463
                          )
 
 **NOTE
                    4 - BANK OVERDRAFTS**
 
 Bank
                    overdrafts consist of checks written in excess of funds on deposit.
                    The
                    underlying bank is used as an imprest account with automatic
                    transfers from the
                    Company’s general account as checks are presented.
 **NOTE
                      5 - PROPERTY AND EQUIPMENT**
  Property
                    and equipment are stated at cost less depreciation taken. Depreciation
                    is
                    provided using the straight-line method over the estimated useful
                    lives of the
                    assets. The useful lives of property, plant and equipment for
                    purposes of
                    computing depreciation are five to forty years. The following
                    is a summary of
                    property, equipment, and accumulated depreciation:
 
 June
                              30,
                          
                          
                          June
                              30,2007
                          
                          
                          2006Plant
                              assets
                          
                          $
                          118,061
                          
                          
                          $
                          177,149Office
                              furniture
                          
                          
                          9,532
                          
                          
                          
                          13,984
 **11**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                      Development Stage Company)**
 **NOTES
                      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                      30, 2007**
 Leasehold
                              improvements
                          
                          
                          1,145
                          
                          
                          
                          1,604128,738
                          
                          
                          
                          192,737Less
                              accumulated depreciation
                          
                          
                          (36,657
                          )
                          
                          
                          (66,498
                          )Net,
                              property and equipment
                          
                          $
                          92,081
                          
                          
                          $
                          126,239
 
 Depreciation
                    and amortization expense for the period ended June 30, 2007 and
                    2006 was $18,373
                    and $851 respectively. The Company evaluates the recoverability
                    of property and
                    equipment when events and circumstances indicate that such assets
                    might be
                    impaired. The Company determines impairment by comparing the
                    undiscounted future
                    cash flows estimated to be generated by these assets to their
                    respective
                    carrying amounts. Maintenance and repairs are expensed as incurred.
                    Replacements
                    and betterments are capitalized. The cost and related reserves
                    of assets sold or
                    retired are removed from the accounts, and any resulting gain
                    or loss is
                    reflected in results of operations.
 
 **NOTE
                    6 - CAPITAL STOCK**
 
 Preferred
                    Stock
 The
                    Company is authorized to issue 5,000,000 shares of preferred
                    stock with a par
                    value of $0.001. These shares are convertible to common stock.  As of
                    September 30, 2006, the Company has issued 835,660 shares of
                    preferred Series A,
                    1,000,000 shares of preferred Series B, and 2,250,000 shares
                    of preferred Series
                    C.
 
 On
                    June
                    26, 2005, the Company issued 1,000,000 shares of its convertible
                    preferred
                    Series B stock in exchange for partial payment of accrued salary
                    to an officer
                    of the Company. The shares were recorded at $0.10 value, which
                    was a fair price
                    average during the period of accrual. The Company recorded a
                    reduction in
                    accrued salary liability as a result of this issuance. While
                    each share of
                    Series B preferred was originally entitled to 100 votes per share,
                    this was
                    increased to 255 votes per share on June 21, 2006.
 
 On
                    June
                    21, 2006, the Company issued 1,650,000 shares of its convertible
                    preferred
                    Series C stock in a share exchange agreement and plan of reorganization
                    when the
                    Company acquired 100 percent of the outstanding common stock
                    of Rhino Off Road
                    Industries, Inc. The Company also issued another 600,000 shares
                    of Series C
                    convertible preferred stock for the retention of the subsidiary’s officers. Per
                    the merger agreement, 400,000 shares were to be issued for loan
                    guarantees that
                    the subsidiary’s officers had for lines of credit and bank indebtedness. As
                    of
                    September 30, 2006, these shares have not been issued.
 
 Common
                    Stock
 The
                    Company is authorized to issue 500,000,000 shares of common stock.
                    All shares
                    have equal voting rights, are non-assessable and have one vote
                    per share. Voting
                    rights are not cumulative and, therefore, the holders of more
                    than 50% of the
                    common stock could, if they choose to do so, elect all of the
                    directors of the
                    Company.
 
 On
                    August
                    30, 2006, the board of directors approved and the Company effected
                    a one
                    hundred-for-one reverse stock split of the Company’s common stock. All
                    references in the financial statements to shares, share prices,
                    per share
                    amounts and stock plans have been adjusted retroactively for
                    the one
                    hundred-for-one reverse stock split.
 
 During
                    the year ended December 31, 2005, the Company issued 996,260
                    shares of its
                    common stock in exchange for consulting services for $6,946,392.
                    The services
                    were measured at the fair market value of the shares received
                    on the day the
                    shares were issued.
 **12**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.** **(A
                        Development Stage Company)**
 **NOTES
                        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                        30, 2007**
 During
                    the year ended December 31, 2005, the Company issued 5,000 shares
                    of its common
                    stock in exchange for debt of $60,000 and recorded a gain of
                    forgiveness of debt
                    of $2,500 for this exchange. The services were measured at the
                    fair market value
                    of the shares received on the day the shares were issued.
 
 During
                    the twelve months ended December 31, 2006, the Company issued
                    245,000 and
                    205,000 shares of its common stock for $490,000 and $410,000
                    in exchange for
                    management and consulting services and accrued wages, respectively.
                    The services
                    were measured at the fair market value of the shares received
                    on the day the
                    shares were issued. Also, during the year ended December 31,
                    2006, the Company
                    issued 43,865,191 shares of common stock in exchange for marketing
                    and selling
                    expenses for $7,875,993. Also, during the year ended December
                    31, 2006, the
                    Company issued 5,200,000 shares of common stock for related party
                    debt of
                    $1,300,000.
 
 During
                    the six months ended June 30, 2007, the Company issued 15,649,500
                    shares of its
                    common stock in exchange for marketing and selling expenses of
                    $823,475, and
                    5,268,000 shares in exchange for cash of $264,687 and 400,000
                    shares in payment
                    of $20,000 in notes payable.  Additionally, the Company cancelled
                    6,000,000 shares that were previously issued for services.
 
 **NOTE
                    7 - LEASE COMMITMENTS**
 
 Lease
                    Payments
 The
                    Company has operating lease commitments for its premises. The
                    monthly lease
                    commitment is approximately $6,000. For years ended December
                    31, 2005, and 2004,
                    the Company had paid approximately $72,000 for rent of facilities
                    costs. The
                    lease expired in April 2006. No replacement lease agreement has
                    been signed and
                    the Company continues to rent the facilities on a month-to-month
                    basis.
 
 **NOTE
                    8 - LINES OF CREDIT AND LOANS PAYABLE**
 
 Corporate
                    debt consisted of the following at June 30, 2007:
  2007
                          
                          
                          2006The
                              Company has a $100,000 operating line of credit with
                              Nevada First Bank
                              that bears interest at a rate of 8.5% per annum, and
                              was completely drawn
                              down at September 30, 2006. This line of credit has
                              no security directly
                              associated with it. The Company has a second operating
                              line of $199,896
                              with Nevada First Bank that bears interest at 8.5%
                              per annum, and was
                              completely drawn down at September 30, 2006. This line
                              of credit is 100%
                              secured with a CD owned by related parties.
                          
                          $
                          292,995
                          
                          
                          $
                          -299,950The
                              Company has a 5-year term loan with Nevada First Bank
                              which had an initial
                              value of $125,000. With 3 years left on the term, it
                              bears interest at an
                              annual rate of 7.5%, and is secured by all physical
                              assets of the
                              business. This loan is secured by a personal guarantee
                              by related
                              parties.
                          
                          
                          51,042
                          
                          
                          
                          76,323The
                              Company has two vehicles 5-year loans with lending
                              companies and pays
                              approximately $1,250 in payments at an average interest
                              rate of
                              approximately 2.5% on these vehicles. The loans mature
                              in
                              2009.
                          
                          
                          29,917
                          
                          
                          
                          43,290Note
                              payable was due in installments of $5,000 on January
                              15, 2004 and February
                              15, 2004 with final payment due March 15, 2004, plus
                              interest at 10% per
                              annum; secured by all of the Company's accounts receivable,
                              inventories,
                              and computer hardware and software and is personally
                              guaranteed by two
                              former officers of the Company. In default.
                          
                          
                          109,000
                          
                          
                          
                          109,000
 **13**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.** **(A
                        Development Stage Company)**
 **NOTES
                        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                        30, 2007**
 Note
                              payable to cellular phone service provider; due in
                              installments of $92,596
                              payable on January 2, 2005 and August 2, 2005, plus
                              interest at Libor
                              index. In default.
                          
                          
                          185,192
                          
                          
                          
                          185,192Total
                              Lines of Credit and Loans Payable
                          
                          $
                          668,146
                          
                          
                          $
                          713,755
 
 **NOTE
                    9 - COMMITMENTS AND CONTINGENCIES**
 
 On
                    June
                    9, 2006, the Company signed an agreement with Hebei Sida Industry
                    Group Col, Ltd
                    (“Sida”), pursuant to which Sida will become an authorized exclusive
                    distributor
                    of the Company’s products in China. Sida has agreed to purchase 1,000 units
                    over
                    a three year period. Under the agreement, Sida will manufacture
                    these units in
                    China and pay the Company a license fee of 10% over its purchase
                    costs for
                    distribution rights.
 
 The
                    Company is non-compliant with respect to certain federal and
                    state payroll
                    related taxes. Included in accrued payroll and payroll related
                    liabilities at
                    June 30, 2007 is approximately $601,482 of unpaid payroll taxes.
 
 In
                    April
                    2004, the Company agreed to indemnify a former officer of the
                    Company for any
                    loss he sustained in a settlement reached with a cellular phone
                    service provider
                    against IDS and him personally. Under the indemnification agreement,
                    the Company
                    was obligated to pay an aggregate of $72,261 with the balance
                    due October 1,
                    2004. These amounts were never paid. The indemnification had
                    no effect on the
                    accompanying financial statements as the amount owed to the cellular
                    phone
                    service provider was previously recorded as accounts payable
                    in the records of
                    IDS.
 
 The
                    Company is currently in negotiations with an individual who has
                    threatened a
                    lawsuit against the Company, a former officer and a cellular
                    phone service
                    provider. The Company has offered to issue the individual 250,000
                    shares of
                    common stock to settle any claims he may have against the Company.
                    This
                    individual has verbally accepted the settlement offer. The offer
                    had no effect
                    on the accompanying consolidated financial statements as consulting
                    services
                    totaling $27,500 owed this individual were previously recorded
                    as accounts
                    payable in the records of Rhino Outdoor International, Inc. The
                    Company has
                    reserved 250,000 shares of common stock to be issued under this
                    settlement
                    offer.
 
 A
                    claim
                    against the Company of approximately $500,000 has been threatened
                    by the
                    Creditors Committee of World Com. The Company does not believe
                    that it owes the
                    amount and intends to vigorously defend the claim. The claim
                    has not been
                    pursued and the Company is not subject to any legal action pursuing
                    this claim.
                    Any claims asserted may be challenged by claims of the Company
                    concerning funds
                    owed to Rhino Outdoor International, Inc. for its prior trade
                    relationship with
                    World Com.
 
 **NOTE
                    10 - RELATED PARTY TRANSACTIONS**
 
 Accrued
                    payroll and accrued taxes represents amounts owed to management
                    for services
                    provided. At June  30, 2007 and 2006 the Company had accrued payroll
                    of $598,277 and $211,333, respectively
 **14**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                      Development Stage Company)**
 **NOTES
                      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
                      30, 2007**
 Related
                    party payables represent amounts due to management and shareholders,
                    who have
                    loaned money to the Company to pay expenses on behalf of the
                    Company. At June
                    30, 2007 and 2006, short-term related party payables were $358,614
                    and
                    $1,687,925, respectively. These loans are unsecured, non-interest
                    bearing, and
                    payable on demand.
 
 **NOTE
                    11 - INVESTMENTS**
 
 The
                    Company’s securities investments are classified as trading securities
                    and are
                    recorded at fair value as of the balance sheet date, with the
                    change in fair
                    value during the period included in accumulated comprehensive
                    income.
 
 In
                    May
                    2006, the Company acquired shares of common stock in Luvoo, Inc,
                    a public
                    company, for sponsorship and visual representation on Rhino vehicles
                    in
                    competition for a consecutive twelve months beginning on June
                    1, 2006. The
                    deferred revenue received from this sponsorship is being amortized
                    at a rate of
                    $46,875 per month as other income.
 
 The
                    Company carries this investment at fair market value. See Note
                    2.
 
 **NOTE
                    12 - SUBSEQUENT EVENT**
 
 The
                    Company has signed a letter of intent to acquire Great Vans West,
                    a privately
                    held Canadian company that manufacturers recreational class “B” motor
                    homes.  At this time the acquisition of Great West Vans is not
                    contemplated to be completed as the required debt structure and
                    floorplan line
                    required to operate the business have not been successfully
                    negotiated.  The Company has a deposit with Great West Vans attorney’s
                    escrow account, and if the company is not successful in completing
                    this
                    acquisition the company may lose all or part of the deposit depending
                    upon final
                    negotiations.
 
 On
                    August
                    21, 2007 the company announced it intended to complete a “share exchange
                    agreement” with W.E.Rock an event planning and off-road championship series
                    company.  Management estimates it will consummate the transaction on
                    or near September 1, 2007.


**15**




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**




Management's
      discussion and analysis contains various forward-looking statements within
      the
      meaning of the Securities and Exchange Act of 1934. These statements consist
      of
      any statement other than a recitation of historical fact and can be identified
      by the use of forward looking terminology such as "may", "expect", "anticipate",
      "estimates", or "continue" or use of negative or other variations of comparable
      terminology. We caution that these statements are further qualified by important
      factors that could cause actual results to differ materially from those
      contained in our forward looking statements, that these forward looking
      statements are necessarily speculative, and there are certain risks and
      uncertainties that could cause actual events or results to differ materially
      from those referred to in our forward looking statements.




Management's
      discussion and analysis should be read in conjunction with the financial
      statements and the notes thereto.




**OVERVIEW**




Rhino
      Outdoor International, Inc. (ROI) did not record revenues during
      2005.  We discontinued the third party affiliate sales of Cellular
      phones and services during 2004, and discontinued all cellular sales in 2005
      due
      to the financial losses inherent with the commission structure paid to third
      party affiliates.  The affiliate commissions were earned on "leads"
      provided, rather than on sales made, therefore the cancellations and returns
      on
      cellular phones were not recouped from the third party affiliate and the losses
      became ROI expense. During 2006 and 2005, we focused on developing a new
      business plan in the extreme sports sector and marketing of its
      lifestyle.  We engaged with three primary products during 2005,
      XBoard, Rhino, and Planet X TV.




In
      2006,
      we focused 100% of our efforts on Rhino Off Road Industries, and it’s product
      the RTV.  On June 21, 2006 we acquired by share exchange agreement and
      plan of reorganization all the outstanding shares of capital stock of Rhino
      in
      exchange for shares of capital stock of ROI, formerly known as
      CyberAds.  On August 30, 2006 the company was renamed Rhino Outdoor
      International, Inc, to reflect a more accurate brand name for our business
      model.  During 2006, we implemented sales and marketing strategies for
      the Rhino Off Road RTV, and invested in further development of new models which
      are designed to increase sales to consumers, and potentially to government
      agencies for the Search and Rescue requirements.  During the first
      quarter of 2007 we continued to focus on developing the Rhino RTV product line,
      and began marketing to consumers through trade advertising and direct sales
      through our web site.




During
      the 2nd quarter
      of 2007 we continued development of the Rhino Off Road RTV and our
      implementation of the production facility in China.  Management spent
      time in China finalizing plant layout and assisting our plant facility in
      obtaining necessary equipment to build the RTV product line.




**RELATED
      PARTIES AND RELIANCE ON CERTAIN PROVIDERS**




We
      rely
      on the suppliers of inventory to Rhino, for production of products specific
      to
      our reselling, or direct selling rights.




**16**


**RECENT
      EVENTS**




As
      noted
      above we entered into relationships with Aqua Xtremes, Inc., and its products
      XBoard, whereby the company was provided exclusive rights to resell distribution
      and dealers within a defined territory.  During 2005, we developed a
      resell relationship with Rhino Off Road Industries whereby the company would
      recruit and demonstrate the Rhino product line to Distributors, Dealers, and
      consumers.  During 2005, we developed a relationship with Planet X TV
      whereby the company would be compensated for recruiting advertisers and sponsors
      for the Planet X TV shows.




During
      2006, we did not focus on either Planet X or XBoard as we put all our efforts
      towards Rhino and the acquisition and subsequent development of the RTV and
      potential government Search and Rescue opportunities.  In 2006, we
      entered into an LOI with Great West Vans (GWV), at this time we have not
      concluded on the transaction and there is no guarantee that the company will
      raise the capital required to complete this specific transaction.




During
      the first quarter of 2007 we continued to pursue the GWV
      acquisition.  Further, we have developed a strategic relationship with
      Arizona Emergency products for the distribution to government agencies of our
      recently developed Emergency Response vehicle.  Additionally, we are
      completing the design and prototype on a new 4-seater version of the RTV to
      expand our product line to meet the consumer demand.




During
      the second quarter of 2007 we focused our efforts on finalizing the China
      production facility, and completing the design and prototype for AEP and our
      Rapid Response 4 seater style vehicle.




**PATENTS
      AND PROPRIETARY RIGHTS**




We
      do not
      hold any trademark, copyright or patent protection.




**RESULTS
      OF OPERATIONS**




**Quarter
      ENDED June 30, 2007 AND  2006**


We
      reported revenues of $218,340 and $29,750 for the quarter ending June 30, 2007
      and  2006, respectively, losses of $ 265,099 and $ 539,532 during the
      quarters ended June 30, 2007 and 2006, respectively.  The increase in
      revenue from 2007 to 2006 is attributed to the acquisition of Rhino Off Road
      effective June 21, 2006 and our effort to develop into an Outdoor lifestyle
      sector company. The Increase in losses was due to the developmental stage of
      the
      company, and our investment in developing the sales and marketing plan for
      Rhino
      Off Road.  The decrease in loss is attributable to the increase in
      revenue during 2007 compared with 2006 2nd
      quarter





**RESULTS
      OF OPERATIONS**





Three
      months ended June 30, 2007 compared to the three months ended June 30,
      2006.




**Increase****2007**
            
            
            **2006**
            
            
            **Amount**
            
            
            **Percentage**Revenue
            
            $
            218,340
            
            
            $
            29,750
            
            
            $
            188,590
            
            
            
            633%




Revenue
      for the three months ended June 30, 2007 resulted from the sale of Rhino RTV
      vehicles, and parts. There were limited sales in 2006 as we were in
      developmental stage.


**17**
 **Increase****2007**
              
              
              **2006**
              
              
              **Amount**
              
              
              **%**G&A
                Expenses
              
              $
              161,105
              
              
              $
              74,257
              
              
              $
              86,848
              
              
              
              116%


G
&
A
      Expenses for the three months ended June 30, 2007 resulted from maintaining
      our
      developmental stage, and administrative expenses related to Rhino Off Road,
      and
      increased travel due to China plant development.  G&A expenses in
      2006 were attributable to maintaining the developmental stage of the
      company.




**Decrease****2007**
                
                
                **2006**
                
                
                **Amount**
                
                
                **%**Marketing
                  Expenses
                
                $
                59,375
                
                
                $
                382,634
                
                
                $
                323,259
                
                
                
                544%


Marketing
      Expenses for the three months ended June 30, 2007 decreased by $323,259 versus
      2006 due to reduction in trade shows, product demonstrations, consultants,
      and
      efforts toward recruitment of Government sales which were expensed in Quarter
      ending June 30 2006..


**Decrease****2007**
                  
                  
                  **2006**
                  
                  
                  **Amount**
                  
                  
                  **%**Selling
                    Expenses
                  
                  $
                  0
                  
                  
                  $
                  29,750
                  
                  
                  $
                  29,750
                  
                  
                  
                  100%


Selling
      Expenses for the three months ended June 30, 2007 decreased by $29,750 as a
      result of the company not paying any commissions for  Rhino RTV sales,
      and managements focus on production plant development only.


**Decrease****2007**
                  
                  
                  **2006**
                  
                  
                  **Amount**
                  
                  
                  **%**Management
                    fees
                  
                  $
                  188,944
                  
                  
                  $
                  601,729
                  
                  
                  $
                  412,785
                  
                  
                  
                  218%


Management
      fees for the three months ended June 30, 2007 was derived by accruing salaries
      for CEO, President and Chairman.  Fees in 2006 were attributable to
      accrual of executive fees and fees associated to the acquisition of Rhino
      Off-Road Industries management.


**Decrease****2007**
                    
                    
                    **2006**
                    
                    
                    **Amount**
                    
                    
                    **%**Interest
                      Expense
                    
                    $
                    14,483
                    
                    
                    $
                    21,220
                    
                    
                    $
                    6,737
                    
                    
                    
                    46%


Interest
      expense for the three months ended June 30, 2007 decreased by $6,737. The
      decrease was attributable to a reduction in interest on notes to related
      parties, and interest on bank indebtedness.




**18**


**FINANCIAL
      POSITION & LIQUIDITY AND CAPITAL
      RESOURCES**




As
      of
      June 30, 2007 compared to June 30, 2006:





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2007, the Company had current assets totaling $217,447 and a working
      capital deficit of $3,323,891.  These assets consist of cash on hand
      of $9,103, note receivable  of $4,500, inventories of $113,490,
      prepaid expenses of $1,852 and other current assets of $88,502.  Net
      stockholders' deficit in the Company was $1,579,801 at June 30,
      2007.  The Company is in the development stage and, since January 1,
      2005, has experienced significant changes in liquidity, capital resources and
      shareholders’ equity.





Cash
      flow
      used in operating activities was $305,159 for the period from December 31,
      2006
      till June 30, 2007. Cash over the periods was used on accounting,
      administration, consulting, research and development, and shares issued
      for  marketing expenses.





Cash
      flow
      provided from financing activities was $305,777 for the period from December
      31,
      2006 to June 30, 2007.  Financing activities over the period have
      consisted of sales of the Investments, company’s common stock and related or
      non-related party loans or debentures.





Cash
      flows provided in investing activities was $6,623 for the
      period.   During 2007, cash flow was provided by the sale of
      common stock of the company for cash $164,688, offset by reductions in advances
      by related parties, and bank indebtedness, vehicle loans, and line of
      credit..





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





Further,
      there can be no assurance offered to the public by these disclosures, or
      otherwise, that the Company will be successful, or that we will ultimately
      succeed as a going concern. To the extent that existing resources and any future
      earnings prove insufficient to fund our activities, we will need to raise
      additional funds through debt or equity financing. The Company cannot provide
      any assurance that such additional financing will be available or that, if
      available, it can be obtained on terms favorable to us and our shareholders.
      In
      addition, any equity financing would result in dilution to the Company
      shareholders and any debt financing could involve restrictive covenants with
      respect to future capital raising activities or other financial or operational
      matters. The Company’s inability to obtain adequate funds will adversely affect
      its operations and the ability to implement is plan of operation.




**19**


**ITEM
      3.
      CONTROLS AND PROCEDURES**


As
              required by Rule 13a-15 under the Exchange Act, we carried out an evaluation
              of
              the effectiveness of the design and operation of our disclosure controls
              and
              procedures. This evaluation was carried out under the supervision and
              with the
              participation of our management, including our Chief Executive Officer.
              Based
              upon that evaluation, we concluded that our disclosure controls and
              procedures
              are effective in ensuring that material information related to us,
              required to
              be disclosed by us in the reports we file or submit under the Exchange
              Act is
              recorded, processed, summarized and reported within the time periods
              specified
              by the rules and regulations of the SEC. There have been no significant
              changes
              in our internal controls subsequent to the date we carried out our
              evaluation.
  Disclosure
              controls and procedures are controls and other procedures that are
              designed to
              ensure that information required to be disclosed in our reports filed
              or
              submitted under the Exchange Act is recorded, processed, summarized
              and
              reported, within the time periods specified in the Securities and Exchange
              Commission’s rules and forms. Disclosure controls and procedures include,
              without limitation, controls and procedures designed to ensure that
              information
              required to be disclosed in our reports filed under the Exchange Act
              is
              accumulated and communicated to management, including the Company’s Chief
              Executive Officer to allow timely decisions regarding required
              disclosure.
  **PART
                    II - OTHER INFORMATION**
 
 **ITEM
                    6. EXHIBITS**
 
 **Exhibit
                              Number**
                          **Description
                              of Document**31.1
                          Rule
                              13a-14(a)/15d-14(a) Certification31.2
                          Rule
                            13a-14(a)/15d-14(a) Certification32.1
                          Section
                              1350 Certification32.2
                          Section
                            1350 Certification
 
 
 **20**
 
 **SIGNATURES**
 
 In
                    accordance with the requirements of the Exchange Act, the registrant
                    caused this
                    amended report to be signed on its behalf by the undersigned,
                    thereunto duly
                    authorized.
 **Rhino
                            Outdoor International, Inc.**Date: August
                            27,
                            2007
                          By:
                          /s/ Howard
                            PearlHoward
                            PearlPresident
                            and Chief
                            Executive Officer
                **21**