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 of
                incorporation or organization)
            
            (I.R.S.
                Employer Identification
                No.)




**1191
                Center Point Dr., Henderson, Nevada**
            
            **89704**(Address
                of principal executive
                office)
            
            (Zip
                Code)




**1-800-288-3099**





(Issuer's
      telephone number)






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





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes                 x                 No                 o




Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act 1934).


Yes                 o                 No                 x




As
      of
      September 30, 2007, the number of outstanding shares of the issuer's common
      stock was 87 706 500 shares.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE
      FORMAT:  Yes           oNox






1


**TABLE
      OF CONTENTS**





**PART
                I - FINANCIAL
                INFORMATION**ITEM
                1.
            FINANCIAL
                STATEMENTSCondensed
                Consolidated Balance Sheets as of September 30, 2007 and December 31,
                2006
            3Condensed
                Consolidated Statement of Operations for the Three and Nine months
                ended
                September 30, 2007 and 2006 and for the current development stage
                (January 1, 2005) to September 30, 2007
            4Condensed
                Consolidated Statement of Cash Flows for the Nine Months ended
                September 30, 2007 and 2006 and for the current development stage
                (January
                1, 2005) to September 30, 2007
            5Notes
                to Condensed Consolidated Financial Statements
            6ITEM
                2.
            MANAGEMENT'S
                DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            12ITEM
                3.
            CONTROLS
                AND PROCEDURES
            15**PART
                II - OTHER
                INFORMATION**ITEM
                6.
            EXHIBITS
            15SIGNATURES
            15




























2




**ITEM
                1.**
            **FINANCIAL
                STATEMENTS**




**RHINO
                OUTDOOR INTERNATIONAL, INC****(A
                Development Stage Enterprise)****CONDENSED
                CONSOLIDATED BALANCE SHEETS**September
                30,
            
            
            December
                31,2007
            
            
            2006**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            70,028
            
            
            $
            1,862Inventories
            
            
            113,490
            
            
            
            123,490Other
                current assets
            
            
            101,954
            
            
            
            2,052Total
                Current Assets
            
            
            285,472
            
            
            
            127,404**PROPERTY
                AND EQUIPMENT, NET**
            
            
            104,087
            
            
            
            107,954**OTHER
                ASSETS**Investments
            
            
            810
            
            
            
            14,400Goodwill
            
            
            3,165,963
            
            
            
            3,013,463Total
                Other Assets
            
            
            3,166,773
            
            
            
            3,027,863**TOTAL
                ASSETS**
            
            $
            3,556,332
            
            
            $
            3,263,221**LIABILITIES
                AND NET CAPITAL DEFICENCY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            1,292,514
            
            
            $
            1,300,032Checks
                outstanding in excess of cash in bank
            
            
            -
            
            
            
            21,534Accrued
                liabilities
            
            
            1,814,409
            
            
            
            1,332,860Lines
                of credit
            
            
            287,689
            
            
            
            299,896Deferred
                revenue and customer deposits
            
            
            272,991
            
            
            
            448,027Notes
                payable
            
            
            399,692
            
            
            
            294,192Notes
                payable - related party
            
            
            477,614
            
            
            
            573,814Convertible
                debt
            
            
            279,980
            
            
            
            -Other
                current liabilities
            
            
            429,524
            
            
            
            440,484Total
                Current Liabilities
            
            
            5,254,413
            
            
            
            4,710,840Long-term
                debt
            
            
            41,723
            
            
            
            59,729**COMMITMENTS
                AND CONTINGENCIES****NET
                CAPITAL DEFICIENCY**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
            
            
            1,038
            
            
            
            2,250Common
                stock, $.001 par value; 500,000,000 shares authorized; shares issued
                and
                outstanding 87,706,500 (50,748,709 in 2006)
            
            
            87,706
            
            
            
            50,749Additional
                paid-in capital
            
            
            38,220,112
            
            
            
            35,502,478Accumulated
                deficit prior to current development stage
            
            
            (19,234,,546
            )
            
            
            (19,234,546
            )Accumulated
                deficit in development stage
            
            
            (20,704,262
            )
            
            
            (17,394,515
            )Accumulated
                comprehensive loss
            
            
            (111,600)
            
            
            
            (435,600
            )Net
                Capital Deficiency
            
            
            (1,739,806
            )
            
            
            (1,507,348
            )**TOTAL
                LIABILITIES AND NET CAPITAL DEFICIENCY**
            
            $
            3,,556,330
            
            
            $
            3,263,221




The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.
 3




**RHINO
      OUTDOOR INTERNATIONAL, INC.**


**(A
                Development Stage Enterprise)****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS**Cumulative
                Activity During
                Current DevelopmentStage
              (January
                1, 2005) toSeptember
              30,
                2007Three
                Months Ended
              September
                30
            
            
            Nine
                Months Ended
              September
                302007
            
            
            2006
            
            
            2007
            
            
            2006**REVENUES**
            
            $
            112,484
            
            
            $
            23,398
            
            
            $
            529,869
            
            
            $
            53,148
            
            
            $
            606,962**COST
                OF GOODS SOLD**
            
            
            35,990
            
            
            
            44,183
            
            
            
            151,751
            
            
            
            68,837
            
            
            
            251,991**GROSS
                PROFIT (LOSS)**
            
            
            76,494
            
            
            
            (20,785
            )
            
            
            378,118
            
            
            
            (15,689
            )
            
            
            354,971**OPERATING
                EXPENSES**General
                and administrative
            
            
            318,107
            
            
            
            333,853
            
            
            
            972,691
            
            
            
            1,182,784
            
            
            
            3,515,394Marketing
            
            
            50,250
            
            
            
            3,516,474
            
            
            
            464,425
            
            
            
            4,112,533
            
            
            
            10,216,612Selling
            
            
            -
            
            
            
            3,547,474
            
            
            
            374,730
            
            
            
            359,300
            
            
            
            5,511,840Total
                Operating Expenses
            
            
            368,357
            
            
            
            7,397,801
            
            
            
            1,796,416
            
            
            
            9,007,647
            
            
            
            19,243,846**LOSS
                FROM OPERATIONS**
            
            
            (291,863
            )
            
            
            (7,418,586
            )
            
            
            (1,418,298
            )
            
            
            (9,023,386
            )
            
            
            (18,888,875
            )**OTHER
                INCOME (EXPENSES)**Other
                income
            
            
            -
            
            
            
            180,155
            
            
            
            -
            
            
            
            194,218
            
            
            
            340,272Interest,
                net
            
            
            (18,301
            )
            
            
            (28,358
            )
            
            
            (43,007
            )
            
            
            (68,216
            )
            
            
            (206,379
            )Acquisition
                expense
            
            
            -
            
            
            
            
            
            
            
            (25,098
            )
            
            
            
            
            
            
            (25,098
            )Loss
                on sale of investment
            
            
            -
            
            
            
            (11,763
            )
            
            
            (328,377
            )
            
            
            (11,763
            )
            
            
            (340,140Other
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (11,641
            )Total
                Other Income (Expenses)
            
            
            (18,301
            )
            
            
            140,034
            
            
            
            (396,482
            )
            
            
            114,239
            
            
            
            (218,050
            )**LOSS
                BEFORE TAXES**
            
            
            (310,164
            )
            
            
            (7,278,552
            )
            
            
            (1,814,780
            )
            
            
            (8,909,097
            )
            
            
            (19,106,925
            )**INCOME
                TAXES**
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -**NET
                LOSS**
            
            
            (310,254
            )
            
            
            (7,278,552
            )
            
            
            (1,814,780
            )
            
            
            (8,909,097
            )
            
            
            (19,106,925
            )**COMPREHENSIVE
                LOSS**Unrealized
                loss on investments
            
            
            (90
            )
            
            
            (920,731
            )
            
            
            (111,600
            )
            
            
            (411,571
            )
            
            
            (547,290
            )**COMPREHENSIVE
                LOSS**
            
            $
            (310,254
            )
            
            $
            (8,199,283
            )
            
            $
            (1,926,470
            )
            
            $
            (9,320,668
            )
            
            $
            (19,654,215
            )**NET
                LOSS PER COMMON**
              **SHARE:**Basic
                And Diluted
            
            $
            (0.00
            )
            
            $
            (0.96
            )
            
            $
            (0.02
            )
            
            $
            (1.24
            )WEIGHTED
                AVERAGE NUMBER OFCOMMON
                STOCK SHARESOUTSTANDING,
                BASIC AND DILUTED
            
            
            72,677,356
            
            
            
            7,564,217
            
            
            
            72,194,261
            
            
            
            7,185,378






The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.
 4


**RHINO
      OUTDOOR INTERNATIONAL, INC**


**(A
      Development State Enterprise)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


Nine
                Months Ended September 30
            
            Cumulative
                Activity During Current Development Stage (January 1, 2005) to September
                30,
              20072007
            
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (1,814,780
            )
            
            $
            (8,909,097
            )
            
            
            (19,106,925
            )Depreciation
                and amortization
            
            
            47,067
            
            
            
            9,403
            
            
            
            56,470Stock
                issued for accrued wages
            
            
            -
            
            
            
            450,000
            
            
            
            510,000Stock
                issued for compensation & services
            
            
            -
            
            
            
            1,207,630
            
            
            
            7,436,392Reserve
                for issuance of preferred stock
            
            
            -
            
            
            
            -
            
            
            
            400,000Stock
                issued for accrued management fees
            
            
            -
            
            
            
            600,000
            
            
            
            600,000Other
            
            
            -
            
            
            
            -
            
            
            
            11,671Common
                stock issued for debt
            
            
            -
            
            
            
            1,000,000
            
            
            
            20,000Amortization
                of deferred revenues
            
            
            (234,375
            )
            
            
            -
            
            
            
            (562,500
            )Common
                stock issued for marketing and selling expenses
            
            
            773,726
            
            
            
            7,062,449
            
            
            
            8,699,468Loss
                on sale of investment
            
            
            328,377
            
            
            
            11,763
            
            
            
            417,544Preferred
                stock issued fro accrued management fees
            
            
            -
            
            
            
            600,000
            
            
            
            36,657Adjustments
                to reconcile net loss to net cash provided by (used for) operating
                activities:Changes
                in assets & liabilities:Inventories
            
            
            10,000
            
            
            
            40,000
            
            
            
            79,720Deposits
            
            
            (88,302
            )
            
            
            
            
            
            
            (88,302
            )Other
                assets
            
            
            (4,500
            )
            
            
            (7,740
            )
            
            
            (12,240
            )Accounts
                payable
            
            
            (6,852
            )
            
            
            76,443
            
            
            
            291,493Deferred
                revenue & customer deposits
            
            
            443,735
            
            
            
            (109,165
            )
            
            
            334.,570Accrued
                liabilities
            
            
            (10,689
            )
            
            
            (526,958
            )
            
            
            (154,576
            )(556,593
            )
            
            
            912,228
            
            
            
            (1,138,950
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Purchase
                of plant, property, and equipment
            
            
            (22,500
            )
            
            
            -
            
            
            
            (22,500
            )Other
            
            
            -
            
            
            
            53,940
            
            
            
            43,534(22,500
            )
            
            
            53,940
            
            
            
            21,034**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Advances
                from related parties
            
            
            (53,700
            )
            
            
            (969,380)
            )
            
            
            22,883Proceeds
                from issuance of convertible debt
            
            
            479,980
            
            
            
            -
            
            
            
            479,980Proceeds
                from sale of common stock
            
            
            264,687
            
            
            
            -
            
            
            
            264,687Other
            
            
            (35,674
            )
            
            
            8,046
            
            
            
            361,969655,293
            
            
            
            (961,334
            )
            
            
            1,129,519Change
                in cash
            
            
            76,200
            
            
            
            4,834
            
            
            
            11,603**Cash
                at beginning of period**
            
            
            1,862
            
            
            
            -
            
            
            
            -**Cash
                at end of period**
            
            $
            78,062
            
            
            $
            4,834
            
            
            $
            78,062-**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            $
            -
            
            
            $
            4,618
            
            
            $
            21,298**NON-CASH
                INVESTING AND FINANCING ACTIVITIES:**Common
                stock issued for debt
            
            $
            20,000
            
            
            $
            -
            
            
            $
            97,500Common
                stock issued for accrued wages
            
            
            -
            
            
            
            450,000
            
            
            
            45,000Common
                stock issued for convertible debt
            
            
            200,000
            
            
            
            -
            
            
            
            200,000Preferred
                shares issued for subsidiary
            
            
            -
            
            
            
            1,650,000
            
            
            
            16,500Shares
                issued for related party payable
            
            
            -
            
            
            
            1,233,231
            
            
            
            1,233,231






The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.
 5
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            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  September 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.





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.





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.










6
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**




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 September 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 September 30, 2007, no impairment was deemed necessary for
      the
      Company’s goodwill.





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.”










7
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**





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 incircumstances 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.





Principles
      of Consolidation


The
      accompanying consolidated financial statements at September 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.





Revenue
      Recognition


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





Use
      of
      Estimates


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










8
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**


**NOTE
      3 - 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 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.







9
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**





**NOTE
      4 - 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
      September 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
      5 - RELATED PARTY TRANSACTIONS**





Accrued
      payroll and accrued taxes represents amounts owed to management for services
      provided. At September 30, 2007 and 2006 the Company had accrued payroll of
      $598,277 and $211,333, respectively.





Related
      party payables represent amounts due to management and shareholders, who have
      loaned money to the Company to pay expenses on behalf of the Company. At
      September 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.










10
 **RHINO
            OUTDOOR INTERNATIONAL, INC.**
 **(A
            Development Stage Enterprise)**
 **NOTES
            TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**





**NOTE
      6 – BUSINESS COMBINATION**





Effective
      September 28, 2007 the company acquired certain assets and assumed certain
      assets of  W.E.Rock an event planning and off-road championship series
      company. The business combination was accounted for as a purchase












































11




**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 3rd 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.





**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






12


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 September 30, 2007 and  2006**


We
      reported revenues of $112,484 and $23,395 for the quarter ending September
      30,
      2007 and  2006, respectively, losses of $ 310,254 and $7,278,552
      during the quarters ended September 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 3rd
      quarter





**RESULTS
      OF OPERATIONS**





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




**Increase****2007**
            
            
            **2006**
            
            
            **Amount**
            
            
            **Percentage**Revenue
            
            $
            112,484
            
            
            $
            23,398
            
            
            $
            89,086
            
            
            
            381%




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




**Decrease****2007**
            
            
            **2006**
            
            
            **Amount**
            
            
            **%**G&A
                Expenses
            
            $
            318,107
            
            
            $
            333,853
            
            
            $
            (15,746
            )
            
            
            (.05)%







13




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




**Decrease****2007**
            
            
            **2006**
            
            
            **Amount**
            
            
            **%**Marketing
                Expenses
            
            $
            50,250
            
            
            $
            3,516,474
            
            
            $
            (3,466,224
            )
            
            
            (986)%




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




**Decrease****2007**
            
            
            **2006**
            
            
            **Amount**
            
            
            **%**Selling
                Expenses
            
            $
            0
            
            
            $
            3,547,474
            
            
            $
            (3,547,474
            )
            
            
            (100)%




Selling
      Expenses for the three months ended September 30, 2007 decreased 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**
            
            
            **%**Interest
                Expense
            
            $
            18,301
            
            
            $
            28,358
            
            
            $
            (10,057
            )
            
            
            (35)%




Interest
      expense for the three months ended September 30, 2007 decreased as a result
      of a
      reduction in interest on notes to related parties, and interest on bank
      indebtedness.




**FINANCIAL
      POSITION & LIQUIDITY AND CAPITAL
      RESOURCES**




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





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007, the Company had current assets totaling $285,472 and a
      working capital deficit of $4,968,941.  These assets consist of cash
      on hand of $70,028, inventories of $113,490, and other current assets of
      $101,954.  Net stockholders' deficit in the Company was $1,739,806 at
      September 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 $556,593 for the period from January 1, 2007
      through September 30, 2007. Cash over the periods was used on accounting,
      administration, consulting, research and development, and shares issued
      for marketing expenses.










14


Cash
      flow
      provided from financing activities was $655,293 for the period from January
      1,
      2007 through September 30, 2007.  Financing activities over the period
      have consisted of sales of the investments and the company’s common stock and
      proceeds from convertible debt.





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.





**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








**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: November
                  19, 2007
            By:
            /s/ Howard
              PearlHoward
              PearlPresident
                and Chief Executive Officer

















15