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 March 31, 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 May
            21, 2007, the number of outstanding shares of the issuer's common stock
            was
            64,648,728 shares.
  TRANSITIONAL
          SMALL BUSINESS DISCLOSURE FORMAT:     Yes   
oNo   
x
 **1**
 
 TABLE
              OF CONTENTS
 
 **PART
                        I - FINANCIAL
                        INFORMATION**ITEM
                        1.
                    FINANCIAL
                        STATEMENTSConsolidated
                        Balance Sheets for the periods endedMarch
                        31, 2007 and December 31, 2006
                    3Consolidated
                        Statements of Operations for the Three Monthsended
                        March 31, 2007 and 2006, and from inception of developmentstage
                        January 1, 2005 to March 31, 2007
                    4Consolidated
                        Statement of Stockholders' Equity
                    5Consolidated
                        Unaudited Statement of Cash Flows for the Three
                        Monthsended
                        March 31, 2007 and 2006, and from inception of developmentstage
                        January 1, 2005 to March 31, 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**
  **RHINO
                            OUTDOOR INTERNATIONAL, INC.****(A
                            Development Stage Company)****CONSOLIDATED
                            BALANCE SHEETS****March
                            31,**
                        ****
                        **December
                            31,**
                        ********
                        ****
                        **2007**
                        ****
                        **2006**
                        ********
                        ****
                        **(unaudited)**
                        ******ASSETS**CURRENT
                            ASSETSCash
                        
                        $
                        36,135
                        
                        $
                        1,862Marketable
                            securities
                        
                        
                        810
                        
                        
                        14,400Inventory,
                            net
                        
                        
                        113,490
                        
                        
                        123,490Deposit
                        
                        
                        88,302
                        
                        
                        -Other
                            current assets
                        
                        
                        10,773
                        
                        
                        2,052TOTAL
                            CURRENT ASSETS
                        
                        
                        249,510
                        
                        
                        141,804OTHER
                            ASSETSPlant,
                            property, and eqiupment, net
                        
                        
                        101,223
                        
                        
                        107,954Goodwill
                        
                        
                        3,013,463
                        
                        
                        3,013,463**TOTAL
                            ASSETS**
                        
                        $
                        3,364,196
                        
                        $
                        3,263,221**LIABILITIES
                            AND STOCKHOLDERS' DEFICIT**CURRENT
                            LIABILITIESAccounts
                            payable and accrued expenses
                        
                        $
                        1,298,802
                        
                        $
                        1,300,032Accrued
                            liabilities
                        
                        
                        1,492,380
                        
                        
                        1,332,860Bank
                            overdraft
                        
                        
                        14,774
                        
                        
                        21,534Lines
                            of credit
                        
                        
                        298,156
                        
                        
                        299,896Notes
                            payable
                        
                        
                        294,192
                        
                        
                        294,192Current
                            portion of long-term debt
                        
                        
                        40,485
                        
                        
                        40,485Deferred
                            revenues and customer deposits
                        
                        
                        405,866
                        
                        
                        448,027Other
                            current liabilities
                        
                        
                        400,000
                        
                        
                        400,000Related
                            party payables
                        
                        
                        542,614
                        
                        
                        573,814TOTAL
                            CURRENT LIABILITIES
                        
                        
                        4,787,269
                        
                        
                        4,710,840LONG-TERM
                            LIABILITIESBank
                            indebtedness
                        
                        
                        31,307
                        
                        
                        37,682Vehicle
                            loans, net current portion
                        
                        
                        19,697
                        
                        
                        22,047TOTAL
                            LONG-TERM LIABILITIES
                        
                        
                        51,004
                        
                        
                        59,729TOTAL
                            LIABILITIES
                        
                        
                        4,838,273
                        
                        
                        4,770,569COMMITMENTS
                            AND CONTINGENCIES
                        
                        
                        -
                        
                        
                        -**STOCKHOLDERS'
                            DEFICIT**Convertible
                            preferred stock, $0.001 par value; 5,000,000 shares
                            authorizedSeries
                            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, $0.001 par value; 500,000,000 shares
                            authorized,62,648,709
                            and 50,748,709 shares issued and oustanding,respectively
                        
                        
                        62,649
                        
                        
                        50,749Additional
                            paid-in capital
                        
                        
                        36,439,366
                        
                        
                        35,502,478Accumulated
                            deficit prior to current development stage
                        
                        
                        (19,234,546
                        )
                        
                        (19,234,546
                        )Accumulated
                            deficit in development stage
                        
                        
                        (18,633,942
                        )
                        
                        (17,394,515
                        )Accumulated
                            comprehensive income (loss)
                        
                        
                        (111,690
                        )
                        
                        (435,600
                        )Total
                            Stockholders' Deficit
                        
                        
                        (1,474,077
                        )
                        
                        (1,507,348
                        )**TOTAL
                            LIABILITIES AND STOCKHOLDERS' DEFICIT**
                        
                        $
                        3,364,196
                        
                        $
                        3,263,221
   The
                        accompanying condensed notes are an integral part of these
                        interim
                        consolidated financial statements
 **3**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC.****(A
                              Development Stage Company)****CONSOLIDATED
                              STATEMENTS OF OPERATIONS******
                          ****
                          ****
                          ****
                          ****
                          ****
                          
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **From**
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **Inception
                              of**
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **Development
                              **Stage****
                          ********
                          ****
                          **Three
                              Months Ended**
                          ****
                          **(January
                              1, **2005)****
                          ********
                          ****
                          **March
                              31,**
                          ****
                          **March
                              31,**
                          ****
                          **to**
                          ********
                          ****
                          **2007**
                          ****
                          **2006**
                          ****
                          **March
                                31,**2007
                          ********
                          ****
                          **(unaudited)**
                          ****
                          **(unaudited)**
                          ****
                          **(unaudited)****REVENUES**
                          
                          $
                          58,420
                          
                          $
                          -
                          
                          $
                          135,513-**COST
                              OF SALES**
                          
                          
                          67,564
                          
                          
                          -
                          
                          
                          167,804Gross
                              Profit (Loss)
                          
                          
                          (9,144
                          )
                          
                          -
                          
                          
                          (32,291
                          )**OPERATING
                              EXPENSES**General
                              and administrative
                          
                          
                          171,444
                          
                          
                          67,093
                          
                          
                          1,673,134Depreciation
                              expense
                          
                          
                          9,231
                          
                          
                          -
                          
                          
                          27,515Management
                              fees
                          
                          
                          137,500
                          
                          
                          105,000
                          
                          
                          1,160,229Marketing
                              expenses
                          
                          
                          354,833
                          
                          
                          213,425
                          
                          
                          10,107,020Selling
                              expenses
                          
                          
                          359,300
                          
                          
                          146,856
                          
                          
                          5,511,840**TOTAL
                              OPERATING EXPENSES**
                          
                          
                          1,032,308
                          
                          
                          532,374
                          
                          
                          18,479,738**LOSS
                              FROM OPERATIONS**
                          
                          
                          (1,041,452
                          )
                          
                          (532,374
                          )
                          
                          (18,512,029
                          )**OTHER
                              INCOME (EXPENSES)**Other
                              income
                          
                          
                          140,625
                          
                          
                          -
                          
                          
                          480,897Gain
                              on forgiveness of debt
                          
                          
                          -
                          
                          
                          -
                          
                          
                          2,500Interest
                              expense
                          
                          
                          (10,223
                          )
                          
                          (18,638
                          )
                          
                          (173,595
                          )Loss
                              on sale of investment
                          
                          
                          (328,377
                          )
                          
                          -
                          
                          
                          (417,544
                          )Loss
                              on abandonment of assets
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (14,171
                          )**TOTAL
                              OTHER INCOME (EXPENSES)**
                          
                          
                          (197,975
                          )
                          
                          (18,638
                          )
                          
                          (121,913
                          )**LOSS
                              BEFORE TAXES**
                          
                          
                          (1,239,427
                          )
                          
                          (551,012
                          )
                          
                          (18,633,942
                          )**INCOME
                              TAXES**
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -**NET
                              LOSS**
                          
                          
                          (1,239,427
                          )
                          
                          (551,012
                          )
                          
                          (18,633,942
                          )**OTHER
                              COMPREHENSIVE INCOME**Unrealized
                              gain (loss) on marketable securities
                          
                          
                          323,910
                          
                          
                          -
                          
                          
                          (111,690
                          )**COMPREHENSIVE
                              LOSS**
                          
                          $
                          (915,517
                          )
                          $
                          (551,012
                          )
                          $
                          (18,745,632
                          )NET
                              LOSS PER COMMON SHARE,BASIC
                              AND DILUTED
                          
                          $
                          (0.02
                          )
                          $
                          (0.43
                          )WEIGHTED
                              AVERAGE NUMBER OFCOMMON
                              STOCK SHARESOUTSTANDING,
                              BASIC AND DILUTED
                          
                          
                          56,159,265
                          
                          
                          1,288,265
   The
                          accompanying condensed notes are an integral part of these
                          interim
                          consolidated financial statements
 **4**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC.****(A
                              Development Stage Company)****CONSOLIDATED
                              STATEMENT OF STOCKHOLDERS' DEFICIT******
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          ****
                          **Additional**
                          ****
                          ****
                          ****
                          **Accumulated**
                          ****
                          ****
                          ********
                          ****
                          **Convertible
                              Preferred Stock**
                          ****
                          **Common
                              Stock**
                          ****
                          **Paid-in**
                          ****
                          **Deficit**
                          ****
                          **Other
                              Comprehensive**
                          ****
                          ****
                          ********
                          ****
                          **Shares**
                          ****
                          **Amount**
                          ****
                          **Shares**
                          ****
                          **Amount**
                          ****
                          **Capital**
                          ****
                          **Accumulated**
                          ****
                          **Loss**
                          ****
                          **Totals**Balance,
                              December 31, 2004
                          
                          
                          835,660
                          
                          $
                          836
                          
                          
                          232,258
                          
                          $
                          232
                          
                          $
                          16,193,129
                          
                          $
                          (19,234,546
                          )
                          $
                          -
                          
                          $
                          (3,040,349
                          )Shares
                              issued for consulting expense
                          
                          
                          -
                          
                          
                          -
                          
                          
                          996,260
                          
                          
                          996
                          
                          
                          6,945,396
                          
                          
                          -
                          
                          
                          -
                          
                          
                          6,946,392Shares
                              issued for debt
                          
                          
                          -
                          
                          
                          -
                          
                          
                          5,000
                          
                          
                          5
                          
                          
                          57,495
                          
                          
                          -
                          
                          
                          -
                          
                          
                          57,500Shares
                              issued in exchange for compensation
                          
                          
                          1,000,000
                          
                          
                          1,000
                          
                          
                          -
                          
                          
                          -
                          
                          
                          99,000
                          
                          
                          -
                          
                          
                          -
                          
                          
                          100,000Net
                              loss for year ending December 31, 2005
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (7,783,970
                          )
                          
                          -
                          
                          
                          (7,783,970
                          )Balance,
                              December 31, 2005
                          
                          
                          1,835,660
                          
                          
                          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
                          
                          
                          -
                          
                          
                          -
                          
                          
                          490,000Shares
                              issued for accrued liabilities
                          
                          
                          -
                          
                          
                          -
                          
                          
                          205,000
                          
                          
                          205
                          
                          
                          409,795
                          
                          
                          -
                          
                          
                          -
                          
                          
                          410,000Shares
                              issued for acquisition of subsidiary
                          
                          
                          1,650,000
                          
                          
                          1,650
                          
                          
                          -
                          
                          
                          -
                          
                          
                          1,648,350
                          
                          
                          -
                          
                          
                          -
                          
                          
                          1,650,000-Shares
                              issued for accrued management fees
                          
                          
                          600,000
                          
                          
                          600
                          
                          
                          -
                          
                          
                          -
                          
                          
                          599,400
                          
                          
                          -
                          
                          
                          -
                          
                          
                          600,000-Shares
                              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
                          
                          
                          -
                          
                          
                          -
                          
                          
                          7,875,993-Net
                              loss for year ending December 31, 2006
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (9,610,545
                          )
                          
                          -
                          
                          
                          (9,610,545
                          )Unrealized
                              loss on investments
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (435,600
                          )
                          
                          (435,600
                          )Balance,
                              December 31, 2006
                          
                          
                          4,085,660
                          
                          
                          4,086
                          
                          
                          50,748,709
                          
                          
                          50,749
                          
                          
                          35,502,478
                          
                          
                          (36,629,061
                          )
                          
                          (435,600
                          )
                          
                          (1,507,348
                          )Common
                              stock issued for cash
                          
                          
                          -
                          
                          
                          -
                          
                          
                          3,268,000
                          
                          
                          3,268
                          
                          
                          161,420
                          
                          
                          -
                          
                          
                          -
                          
                          
                          164,688Shares
                              issued for marketing, selling, and financing costs
                          
                          
                          -
                          
                          
                          -
                          
                          
                          14,232,000
                          
                          
                          14,232
                          
                          
                          749,868
                          
                          
                          -
                          
                          
                          -
                          
                          
                          764,100Shares
                              issued for related party notes payable
                          
                          
                          -
                          
                          
                          -
                          
                          
                          400,000
                          
                          
                          400
                          
                          
                          19,600
                          
                          
                          -
                          
                          
                          -
                          
                          
                          20,000Cancelled
                              shares
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (6,000,000
                          )
                          
                          (6,000
                          )
                          
                          6,000
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -Net
                              loss for period ending March 31, 2007
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (1,239,427
                          )
                          
                          -
                          
                          
                          (1,239,427
                          )Unrealized
                              loss on investments
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          323,910
                          
                          
                          323,910Balance,
                              March 31, 2007 (unaudited)
                          
                          
                          4,085,660
                          
                          $
                          4,086
                          
                          
                          62,648,709
                          
                          $
                          62,649
                          
                          $
                          36,439,366
                          
                          $
                          (37,868,488
                          )
                          $
                          (111,690
                          )
                          $
                          (1,474,077
                          )
   The
                          accompanying condensed notes are an integral part of these
                          interim
                          consolidated financial statements
 **5**
  **RHINO
                              OUTDOOR INTERNATIONAL, INC.****(A
                              Development Stage Company)****CONSOLIDATED
                              STATEMENTS OF CASH FLOWS******
                          ****
                          ****
                          ****
                          ****
                          ****
                          
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **From**
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **Inception
                              of**
                          ********
                          ****
                          ****
                          ****
                          ****
                          ****
                          **Development
                                Stage**
                          ********
                          ****
                          **Three
                              Months Ended**
                          ****
                          **(January
                                1,2005)**
                          ********
                          ****
                          **March
                              31,**
                          ****
                          **March
                              31,**
                          ****
                          **to**
                          ********
                          ****
                          **2007**
                          ****
                          **2006**
                          ****
                          **March
                                31,** 2007
                          ********
                          ****
                          **(unaudited)**
                          ****
                          **(unaudited)**
                          ****
                          **(unaudited)****CASH
                              FLOWS FROM OPERATING ACTIVITIES:**Net
                              loss
                          
                          $
                          (1,239,427
                          )
                          $
                          (551,012
                          )
                          $
                          (18,633,942
                          )Adjustments
                              to reconcile net loss to net cashused
                              by operating activities:Common
                              stock issued for accrued wages
                          
                          
                          -
                          
                          
                          -
                          
                          
                          510,000Common
                              stock issued for compensation and services
                          
                          
                          -
                          
                          
                          360,280
                          
                          
                          7,436,392Reserve
                              for issuance of issuance of preferred stock
                          
                          
                          -
                          
                          
                          -
                          
                          
                          400,000Preferred
                              shares issued for accrued management fees
                          
                          
                          -
                          
                          
                          -
                          
                          
                          600,000Forgiveness
                              of debt
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (2,500
                          )Bad
                              debt expense
                          
                          
                          -
                          
                          
                          -
                          
                          
                          20,000Amortization
                              of deferred revenues
                          
                          
                          (140,625
                          )
                          
                          -
                          
                          
                          (468,750
                          )Common
                              stock issued for marketing, selling, and financing
                              costs
                          
                          
                          764,100
                          
                          
                          -
                          
                          
                          8,640,093Loss
                              on sale of investment
                          
                          
                          328,377
                          
                          
                          -
                          
                          
                          417,544Loss
                              on abandonment of assets
                          
                          
                          -
                          
                          
                          -
                          
                          
                          14,171Depreciation
                          
                          
                          9,231
                          
                          
                          -
                          
                          
                          27,515(Increase)
                              decrease in:Deposits
                          
                          
                          (88,302
                          )
                          
                          -
                          
                          
                          (88,302
                          )Inventories
                          
                          
                          10,000
                          
                          
                          -
                          
                          
                          69,720Other
                              current assets
                          
                          
                          (8,721
                          )
                          
                          (5,000
                          )
                          
                          (8,721
                          )Increase
                              (decrease) in:Accounts
                              payable and accrued expenses
                          
                          
                          (1,230
                          )
                          
                          53,804
                          
                          
                          315,984Accrued
                              liabilities
                          
                          
                          159,520
                          
                          
                          104,161
                          
                          
                          91,933Deferred
                              revenues and customer deposits
                          
                          
                          98,464
                          
                          
                          1,000
                          
                          
                          349,252Net
                              cash provided (used) by operating activities
                          
                          
                          (108,613
                          )
                          
                          (36,767
                          )
                          
                          (309,611
                          )**CASH
                              FLOWS FROM INVESTING ACTIVITIES:**Increase
                              from loans receivable
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (7,500
                          )Cash
                              acquired in acquisition
                          
                          
                          -
                          
                          
                          -
                          
                          
                          18,578Purchase
                              of plant, property, and equipment
                          
                          
                          (2,500
                          )
                          
                          -
                          
                          
                          (2,500
                          )Cash
                              received from sale of investments
                          
                          
                          9,123
                          
                          
                          -
                          
                          
                          32,456Net
                              cash provided (used) by investing activities
                          
                          
                          6,623
                          
                          
                          -
                          
                          
                          41,034**CASH
                              FLOWS FROM FINANCING ACTIVITIES:**Advances
                              from related parties
                          
                          
                          (11,200
                          )
                          
                          89,500
                          
                          
                          161,583Common
                              stock issued for cash
                          
                          
                          164,688
                          
                          
                          -
                          
                          
                          164,688Decrease
                              in bank overdrafts
                          
                          
                          (6,760
                          )
                          
                          (334
                          )
                          
                          (6,749
                          )Decrease
                              in lines of credit
                          
                          
                          (1,740
                          )
                          
                          -
                          
                          
                          (1,794
                          )Decrease
                              in bank indebtness
                          
                          
                          (6,375
                          )
                          
                          -
                          
                          
                          (3,677
                          )Payments
                              on vehicle loans
                          
                          
                          (2,350
                          )
                          
                          -
                          
                          
                          (9,339
                          )Net
                              cash provided by financing activities
                          
                          
                          136,263
                          
                          
                          89,166
                          
                          
                          304,712Change
                              in cash
                          
                          
                          34,273
                          
                          
                          52,399
                          
                          
                          36,135**Cash,
                              beginning of period**
                          
                          
                          1,862
                          
                          
                          -
                          
                          
                          -**Cash,
                              end of period**
                          
                          $
                          36,135
                          
                          $
                          52,399
                          
                          $
                          36,135**SUPPLEMENTAL
                              CASH FLOW INFORMATION:**Interest
                              paid
                          
                          $
                          5,711
                          
                          $
                          -
                          
                          $
                          27,009Income
                              taxes paid
                          
                          $
                          -
                          
                          $
                          -
                          
                          $
                          -**NON-CASH
                              INVESTING AND FINANCING ACTIVITIES:**Common
                              stock issued for related party debt
                          
                          $
                          20,000
                          
                          $
                          -
                          
                          $
                          77,500Preferred
                              shares issued for subsidiary
                          
                          $
                          -
                          
                          $
                          -
                          
                          $
                          1,650,000Shares
                              issued for related party payable
                          
                          $
                          -
                          
                          $
                          -
                          
                          $
                          1,233,231
  The
                          accompanying condensed notes are an integral part of these
                          interim
                          consolidated financial statements
 **6**
 **RHINO
                  OUTDOOR INTERNATIONAL, INC.**
 **(A
                    Development Stage Company)**
 **CONDENSED
                    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                    31, 2007**
 **NOTE
                    1 - DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION**
 
 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 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.
 
 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 all of the outstanding
                    common stock
                    of Rhino in exchange for 1,650,000 shares of the Company’s Series C convertible
                    preferred stock. Additionally, 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 March 31, 2007, the 400,000
                    shares had not yet
                    been issued and the Company has accrued a liability related to
                    this issuance.
                    Rhino Off Road Industries, Inc. was incorporated on September
                    25, 2003 in the
                    State of Nevada.
 
 The
                    accompanying unaudited interim financial statements have been
                    prepared in
                    accordance with United States generally accepted accounting principles
                    for
                    interim financial information and with the instructions to Form
                    10-QSB of
                    Regulation S-B. They may not include all information and footnotes
                    required by
                    United States generally accepted accounting principles for complete
                    financial
                    statements. However, except as disclosed herein, there has been
                    no material
                    changes in the information disclosed in the notes to the financial
                    statements
                    for the year ended December 31, 2006 included in the Company’s Annual Report on
                    Form 10-KSB filed with the Securities and Exchange Commission.
                    The interim
                    unaudited financial statements should be read in conjunction
                    with those
                    financial statements included in the Form 10-KSB. In the opinion
                    of management,
                    all adjustments considered necessary for a fair presentation,
                    consisting solely
                    of normal and recurring adjustments have been made. Operating
                    results for the
                    three months ended
 March
                    31,
                    2007 are not necessarily indicative of the results that may be
                    expected for the
                    year ending December 31, 2007.
 
 **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.
 
 Deferred
                    Revenues
 In
                    2006
                    and 2005, the Company received deferred revenues which consisted
                    of the resale
                    of X-Board dealership for approximately $174,453, net of commissions.
                    The
                    X-Board product has not yet come to market. Accordingly, the
                    Company has not
                    recorded the sales as revenue. The Company has also received
                    customer deposits
                    of $137,663 for vehicle purchases that had not been delivered
                    as of March 31,
                    2007. The Company also received deferred revenues from a sponsorship
                    agreement
                    with Luvoo, Inc. where the Company received stock in exchange
                    for advertising.
                    The deferred revenue received from this sponsorship is being
                    amortized over a
                    one year period at a rate of $46,875 per month as other income.
                    As of March 31,
                    2007, deferred revenue yet to be amortized from this sponsorship
                    agreement was
                    $93,750.
 **7**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
 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
                    that the Company
                    will continue as a going concern. As shown in the financial statements,
                    the
                    Company has limited cash, no revenues, and 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. Management’s
                    plans includes the following: (1) obtaining funding from private
                    placement
                    sources; (2) obtaining additional funding from the sale of the
                    Company’s
                    securities; (3) establishing revenues from commercializing of
                    its project; and
                    (4) obtaining loans and grants from various financial institutions,
                    where
                    possible. 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.
 
 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 March 31, 2007, no impairment was deemed necessary
                    for the
                    Company’s goodwill.
 
 Impaired
                    Asset Policy
 The
                    Company adopted Statement of Financial Accounting Standards No.
                    144, “Accounting
                    for Impairment or Disposal of Long-Lived Assets.” In complying with this
                    standard, the Company reviews its long-lived assets quarterly
                    to determine if
                    any events or changes in circumstances have transpired which
                    indicate that the
                    carrying value of its assets may not be recoverable. The Company
                    determines
                    impairment by comparing the undiscounted future cash flows estimated
                    to be
                    generated by its assets to their respective carrying amount whenever
                    events or
                    changes in circumstances indicate that an asset may not be
                    recoverable.
 
 Inventories
 The
                    Company records inventories at the lower of cost or market on
                    a first-in,
                    first-out basis.
 
 **March
                              31,**
                          ****
                          **December
                              31,**
                          ********
                          **2007**
                          ****
                          **2006**Raw
                              materials and work-in-process
                          
                          $
                          47,954
                          
                          $
                          57,954Finished
                              goods
                          
                          
                          65,536
                          
                          
                          65,536Total
                              Inventory
                          
                          $
                          113,490
                          
                          $
                          123,490
 
 **8**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
 Marketable
                    Securities
 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 “marketable securities.” See Note
                    12.
 
 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 4.
 
 Principles
                    of Consolidation
 The
                    accompanying consolidated financial statements 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 intercompany
                    transactions and balances among the companies included in the
                    consolidated
                    financial statements have been eliminated. The operations of
                    IDS are currently
                    idle.
  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.
 
 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 - 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.
  **9**
 **RHINO
                    OUTDOOR INTERNATIONAL, INC.**
 **(A
                      Development Stage Company)**
 **CONDENSED
                      NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                      31, 2007**
  **NOTE
                    4** **-** **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 three to seven years.
 
 The
                    following is a summary of property, equipment, and accumulated
                    depreciation:
 
 **March
                              31,**
                          ****
                          **December
                              31,**
                          ********
                          ****
                          **2007**
                          ****
                          **2006**Plant
                              assets
                          
                          $
                          122,734
                          
                          $
                          120,234Office
                              furniture
                          
                          
                          4,858
                          
                          
                          4,858Leasehold
                              improvements
                          
                          
                          1,146
                          
                          
                          1,146128,738
                          
                          
                          126,238Less
                              accumulated depreciation
                          
                          
                          (27,515
                          )
                          
                          (18,284
                          )Net,
                              property and equipment
                          
                          $
                          101,223
                          
                          $
                          107,954
 
 Depreciation
                    expense for the period ended March 31, 2007 and 2006 was $9,231
                    and $0,
                    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
                    5 - 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 March
                    31, 2007, 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.
 
 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.
 
 During
                    the period ending March 31, 2007, the Company issued 3,268,000
                    shares of common
                    stock in exchange for $164,688 in cash. Also, during the period
                    ending March 31,
                    2007, the Company issued 14,232,000 of its common stock in exchange
                    for
                    marketing, selling, and financing costs valued at $764,100. Also,
                    during the
                    period ending March 31, 2007, the Company issued 400,000 shares
                    of common stock
                    for related party debt of $20,000. These services were measured
                    at the fair
                    market value of the shares received on the day the shares were
                    issued. The
                    Company also cancelled 6,000,000 shares of its common stock that
                    were
                    authorized, but undistributed in 2006 due to a lack of performance
                    by the
                    recipient.
 **10**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
  **NOTE
                    6 - LEASE COMMITMENTS**
 
 Lease
                    Payments
 The
                    Company has operating lease commitments for its premises in Henderson,
                    Nevada.
                    The monthly lease commitment is approximately $8,100. For the
                    periods ending
                    March 31, 2007 and 2006, the Company had paid approximately $24,000
                    and $0 for
                    rent of facilities, respectively. This lease was acquired during
                    the acquisition
                    with Rhino Off Roads Industries, Inc. The Company renewed it
                    monthly operating
                    lease and it expires in December 2008.
 
 **NOTE
                    7 - LINES OF CREDIT**
 
 The
                    Company has a $100,000 operating line of credit with the Bank
                    of Nevada that
                    bears interest at a rate of 8.5% per annum. The balance of this
                    line of credit
                    at March 31, 2007 was $98,260. This line of credit has no security
                    directly
                    associated with it.
 The
                    Company has a second operating line of credit for $200,000 with
                    the Bank of
                    Nevada that bears interest at 8.5% per annum. The balance of
                    this line of credit
                    at March 31, 2007 was $199,896.19. This line of credit is 100%
                    secured with a CD
                    owned by related parties.
 
 Both
                    lines of credit were acquired during the acquisition with Rhino
                    Off Road
                    Industries, Inc.
 
 **NOTE
                    8 - VEHICLE LOANS**
 
 The
                    Company has two five-year vehicle loans with lending companies
                    and pays
                    approximately $1,250 a month in payments at an average interest
                    rate of
                    approximately 2.5% on these vehicles. Both loans mature in 2009.
                    At March 31,
                    2007 and December 31, 2006, the balances owed on vehicle loans
                    were $33,951 and
                    $36,302, respectively. These loans were acquired during the acquisition
                    with
                    Rhino Off Roads Industries, Inc.
 
 Year
                              Ending:December
                              31, 2007
                          
                          $
                          11,903December
                              31, 2008
                          
                          
                          14,643December
                              31, 2009
                          
                          
                          7,405December
                              31, 2010
                          
                          
                          -December
                              31, 2011
                          
                          
                          -Remaining
                              principal on vehicles
                          
                          $
                          33,951
 
 
 **NOTE
                    9 - NOTES PAYABLE**
 
 The
                    Company has a note payable due in installments of $5,000 per
                    month that matured
                    in March 2004. Interest accrues at 10% per annum; secured by
                    all of the
                    Company's accounts receivable, inventories, and computer hardware
                    and software.
                    It is personally guaranteed by two former officers of the Company.
                    This loan is
                    in default at March 31, 2007. The balance owed at March 31, 2007
                    and December
                    31, 2006 $109,000, respectively.
 
 The
                    Company has another note payable to a cellular phone service
                    provider, which
                    required the Company to make two payments on January 2, 2005
                    and August 2, 2005
                    of $92,596. These payments were never made. The Company is in
                    default on this
                    note payable and has accrued interest using at a rate of approximately
                    5% per
                    annum. The balance owed at March 31, 2007 and December 31, 2006
                    was $185,192,
                    respectively.
 **11**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
  The
                    Company has a 5-year term loan with Bank of Nevada which had
                    an initial value of
                    $125,000. With approximately two years remaining 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 also secured by a personal guarantee by
                    related parties.
                    At March 31, 2007 and December 31, 2006, the balances were $57,538
                    and $63,912,
                    respectively. These loans were acquired during the acquisition
                    with Rhino Off
                    Roads Industries, Inc.
 
 Year
                              Ending:December
                              31, 2007
                          
                          $
                          19,856December
                              31, 2008
                          
                          
                          28,267December
                              31, 2009
                          
                          
                          9,415December
                              31, 2010
                          
                          
                          -December
                              31, 2011
                          
                          
                          -Remaining
                              principal note payable with Bank of Nevada
                          
                          $
                          57,538
 
 
 **NOTE
                    10 - 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
                    March 31, 2007 is approximately $675,000, which consists of unpaid
                    payroll
                    taxes, which were accrued in 2004 and earlier years.
 
 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 Cellular, Inc. and him personally. IDS Cellular,
                    Inc. is a wholly
                    owned dormant subsidiary of Rhino Outdoor International, Inc.
                    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 previously negotiated with an individual who threatened
                    a lawsuit
                    against the Company, a former officer, and a cellular phone service
                    provider.
                    The Company offered to issue the individual 250,000 shares of
                    common stock to
                    settle any claims he had against the Company. This individual
                    has verbally
                    accepted the Company’s proposed 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.
                    The shares have
                    never been issued and the liability remains.
 
 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.
 **12**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
  **NOTE
                    11 - RELATED PARTY TRANSACTIONS**
 
 Accrued
                    payroll represents amounts owed to management for services provided.
                    At March
                    31, 2007 and December 31, 2006, the Company had accrued payroll
                    of $664,833 and
                    $527,333, 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 March
                    31, 2007 and December 31, 2006, short-term related party payables
                    were $542,614
                    and $573,814, respectively. These loans are unsecured, non-interest
                    bearing, and
                    payable on demand. During the period ending March 31, 2007, the
                    Company issued
                    400,000 shares of its common stock in exchange for $20,000 of
                    this debt. Also,
                    during the period ending March 31, 2007, the chairman of the
                    board, both loaned
                    funds and was paid back funds loaned to the Company for a net
                    amount of $11,200
                    to reduce the liability owed to him. During the year ended December
                    31, 2006,
                    related party debt of $1,233,231 was converted to 5,200,000 shares
                    of common
                    stock.
 
 The
                    Company issues shares of stock for consulting services in consideration
                    for
                    marketing, selling, and financing costs. During the periods ending
                    March 31,
                    2007 and 2006, the Company issued 14,232,000 and 94,951 shares
                    of common stock
                    for $764,100 and $360,280, respectively, to management and related
                    parties for
                    these consulting services.
 
 **NOTE
                    12 - MARKETABLE SECURITIES**
 
 The
                    Company’s securities investments are classified as available-for-sale
                    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
                    (loss).
 
 In
                    May
                    2006, the Company acquired shares of common stock in Luvoo, Inc,
                    a public
                    company.
 
 The
                    Company’s marketable securities are summarized as follows at March 31,
                    2007 and
                    December 31, 2006:
 
 March
                              31, 2007
                          
                          December
                              31, 2006Total
                              fair value of Luvoo, Inc.
                          
                          $
                          810
                          
                          $
                          14,400Gross
                              unrealized (loss)
                          
                          
                          (111,690
                          )
                          
                          (435,600
                          )Cost
                          
                          $
                          112,500
                          
                          $
                          464,400
 **13**
 **RHINO
                      OUTDOOR INTERNATIONAL, INC.**
 **(A
                        Development Stage Company)**
 **CONDENSED
                        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
                        31, 2007**
 **NOTE
                    13 - ACQUISITION AND PROFORMA 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 of Rhino Off Roads Industries, Inc. was allocated
                    as
                    follows:
 
 Cash
                          
                          $
                          18,578Accounts
                              receivable
                          
                          
                          5,000Marketable
                              securities
                          
                          
                          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
                          
                          
                          (2,361,041
                          )Net
                              liabilities acquired in excess of assets
                          
                          $
                          (1,363,463
                          )Cost
                              of acquisition
                          
                          $
                          1,650,000Net
                              liabilities assumed
                          
                          
                          1,363,463Goodwill
                          
                          $
                          3,013,463
 
  **14**
  **NOTE
                  13 – ACQUISITION AND PROFORMA OF RHINO OFF ROADS INDUSTRIES, INC. -
                  (Continued)**
  **RHINO
                            OUTDOOR INTERNATIONAL, INC.****(A
                            Development Stage Company)****CONSOLIDATED
                            STATEMENTS OF OPERATIONS - PROFORMA******
                        ****
                        ****
                        ****
                        ****
                        ****
                        ****
                        ********
                        ****
                        ****
                        ****
                        ****
                        ****
                        ****
                        ****
                        **PROFORMA**
                        ********
                        ****
                        **Rhino
                            Outdoor**
                        ****
                        **Rhino
                            Off Roads**
                        ****
                        ****
                        ****
                        **Rhino
                            Outdoor**
                        ********
                        ****
                        **International,
                            Inc.**
                        ****
                        **Industries,
                            Inc.**
                        ****
                        ****
                        ****
                        **International,
                            Inc.**
                        ********
                        ****
                        **Three
                            Months**
                        ****
                        **Three
                            Months**
                        ****
                        ****
                        ****
                        **Three
                            Months**
                        ********
                        ****
                        **Ended**
                        ****
                        **Ended**
                        ****
                        ****
                        ****
                        **Ended**
                        ********
                        ****
                        **March
                            31,**
                        ****
                        **March
                            31,**
                        ****
                        ****
                        ****
                        **March
                            31,**
                        ********
                        ****
                        **2006**
                        ****
                        **2006**
                        ****
                        **Eliminations**
                        ****
                        **2006**
                        ********
                        ****
                        **(unaudited)**
                        ****
                        **(unaudited)**
                        ****
                        ****
                        ****
                        **(unaudited)****REVENUES**
                        
                        $
                        -
                        
                        $
                        53,482
                        
                        $
                        -
                        
                        $
                        53,482**COST
                            OF SALES**
                        
                        
                        -
                        
                        
                        98,660
                        
                        
                        -
                        
                        
                        98,660Gross
                            Profit (Loss)
                        
                        
                        -
                        
                        
                        (45,178
                        )
                        
                        -
                        
                        
                        (45,178
                        )**OPERATING
                            EXPENSES**General
                            and administrative
                        
                        
                        67,093
                        
                        
                        46,972
                        
                        
                        -
                        
                        
                        114,065Research
                            and development
                        
                        
                        -
                        
                        
                        998
                        
                        
                        -
                        
                        
                        998Depreciation
                            expense
                        
                        
                        -
                        
                        
                        8,505
                        
                        
                        -
                        
                        
                        8,505Management
                            fees
                        
                        
                        105,000
                        
                        
                        67,293
                        
                        
                        -
                        
                        
                        172,293Marketing
                            expenses
                        
                        
                        213,425
                        
                        
                        2,809
                        
                        
                        -
                        
                        
                        216,234Selling
                            expenses
                        
                        
                        146,856
                        
                        
                        -
                        
                        
                        -
                        
                        
                        146,856**TOTAL
                            OPERATING EXPENSES**
                        
                        
                        532,374
                        
                        
                        126,577
                        
                        
                        -
                        
                        
                        658,951**LOSS
                            FROM OPERATIONS**
                        
                        
                        (532,374
                        )
                        
                        (171,755
                        )
                        
                        -
                        
                        
                        (704,129
                        )**OTHER
                            INCOME (EXPENSES)**Other
                            income
                        
                        
                        -
                        
                        
                        17,169
                        
                        
                        -
                        
                        
                        17,169Gain
                            on forgiveness of debt
                        
                        
                        -
                        
                        
                        
                        
                        
                        -
                        
                        
                        -Interest
                            expense
                        
                        
                        (18,638
                        )
                        
                        (22,119
                        )
                        
                        -
                        
                        
                        (40,757
                        )Loss
                            on sale of investment
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -Loss
                            on abandonment of assets
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -**TOTAL
                            OTHER INCOME (EXPENSES)**
                        
                        
                        (18,638
                        )
                        
                        (4,950
                        )
                        
                        -
                        
                        
                        (23,588
                        )**LOSS
                            BEFORE TAXES**
                        
                        
                        (551,012
                        )
                        
                        (176,705
                        )
                        
                        -
                        
                        
                        (727,717
                        )**INCOME
                            TAXES**
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -**NET
                            LOSS**
                        
                        
                        (551,012
                        )
                        
                        (176,705
                        )
                        
                        -
                        
                        
                        (727,717
                        )**OTHER
                            COMPREHENSIVE INCOME**Unrealized
                            loss on marketable securities
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -**COMPREHENSIVE
                            LOSS**
                        
                        $
                        (551,012
                        )
                        $
                        (176,705
                        )
                        $
                        -
                        
                        $
                        (727,717
                        )NET
                            LOSS PER COMMON SHARE,BASIC
                            AND DILUTED
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        (0.56
                        )WEIGHTED
                            AVERAGE NUMBER OFCOMMON
                            STOCK SHARESOUTSTANDING,
                            BASIC AND DILUTED
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,288,265
 **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 2007, 2006 and 2005, we have 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
        2007
        and 2006, we have focused our efforts on Rhino Off Road Industries, and its
        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 have 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.
  **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 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 expanded 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”). 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 have 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.
  **16**
 **PATENTS
        AND PROPRIETARY RIGHTS**
  We
        do not
        hold any trademark, copyright or patent protection.
  **RESULTS
        OF OPERATIONS**
  **QUARTER
        ENDED March 31, 2007 AND 2006**
  We
        reported revenues of $58,420 and $0 for the quarter ending March 31, 2007
        and
        2006, respectively, losses of $ 1,563,337 and $ 551,012 during the quarters
        ended March 31, 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.
 
 **RESULTS
        OF OPERATIONS**
 
 Three
        months ended March 31, 2007 compared to the three months ended March 31,
        2006.
  Increase2007
                  
                  2006
                  
                  Amount
                  
                  PercentageRevenue
                  
                  $
                  58,420
                  
                  $
                  0
                  
                  $
                  58,420
                  
                  
                  100%
 Revenue
        for the three months ended March 31, 2007 resulted from the sale of Rhino
        RTV
        vehicles. There were no sales in 2006 as we were in developmental
        stage.
  Decrease2007
                    
                    2006
                    
                    Amount
                    
                    PercentageG&A
                        expense and management
                        fees
                    
                    $
                    308,894
                    
                    $
                    172,093
                    
                    $
                    136,851
                    
                    
                    0%
  G
&
A
        Expenses for the three months ended March 31, 2007 resulted from maintaining
        our
        developmental stage, management fees, and administrative expenses related
        to
        Rhino Off Road. G&A expenses in 2006 were attributable to maintaining the
        developmental stage of the company and management fees.
  **17**
 Increase2007
                
                2006
                
                Amount
                
                PercentageMarketing
                    Expenses
                
                $
                354,833
                
                $
                213,425
                
                $
                141,408
                
                
                66%
  Marketing
        Expenses for the three months ended March 31, 2007 increased by $141,408
        versus
        2006 due to trade shows, product demonstrations, consultants, and efforts
        toward
        recruitment of Government sales.
  Increase2007
                  
                  2006
                  
                  Amount
                  
                  PercentageSelling
                      Expenses
                  
                  $
                  359,300
                  
                  $
                  146,856
                  
                  $
                  212,444
                  
                  
                  144%
 Selling
        Expenses for the three months ended March 31, 2007 increased by $212,444
        as a
        result of additional sales, management consulting expenses primarily in an
        effort to represent additional business opportunities, and develop distribution
        opportunities for Rhino,
  Increase2007
                
                2006
                
                Amount
                
                PercentageOther
                    Income
                
                $
                140,625
                
                $
                0
                
                $
                140,625
                
                
                100%
 Other
        Income for the three months ended March 31, 2007 was derived by a marketing
        activity related to a promotion on the Rhino RTV product line.
  Increase2007
                
                2006
                
                Amount
                
                PercentageInterest
                    Expense
                
                $
                10,233
                
                $
                18,638
                
                $
                -8,415
                
                
                45%
  Interest
        expense for the three months ended March 31, 2007 decreased to $10,233 versus
        $18,628 in 2006. The decrease of $8,415 was attributable to a reduction in
        interest on notes to related note payables.
  Increase2007
                
                2006
                
                Amount
                
                PercentageLoss
                    on sale of investments
                
                $
                (328,377
                )
                $
                0
                
                $
                328,377
                
                
                100%
 Loss
        on
        sale of investments for 2007 reflects the direct loss in value of the stock
        the
        company received from a 3 rd party
        for the promotion of Luvoo dating service on Rhino RTV’s at competition events
        during 2006/2007.
   **18**
 **FINANCIAL
        POSITION & LIQUIDITY AND CAPITAL RESOURCES**
  As
        of
        March 31, 2007 compared to December 31, 2006:
  As
                    of March 31, 2007
                
                Increase2007
                
                2006
                
                Amount
                
                PercentageDeferred
                    net revenue
                
                $
                405,866
                
                $
                448,027
                
                $
                42,161
                
                
                9%
 Deferred
        net revenue consisted of the resale of X-Board dealerships for approximately
        $174,453, net of commissions. The X-Board product has not yet come to market.
        Accordingly, the Company has not recorded the sales as revenue. The company
        received sponsorship agreement with Luvoo which is based on a strategic
        relationship and a 3 rd party
        provided Rhino Off Road with Luvoo common stock, during 2006 Rhino Off Road
        booked $93,750 in deferred sponsorship income. Additionally, there is a $137,663
        customer deposit listed in deferred revenue.
  **Liquidity
        and Capital Resources**
 
 As
        of
        March 31, 2007, the Company had current assets totaling $249,510 and a working
        capital deficit of $4,537,759. These assets consist of cash on hand of $36,135,
        marketable securities of $810, inventories of $113,490, and other current
        assets
        of $10,773. Net stockholders' deficit in the Company was $1,474,077 at March
        31,
        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 $108,613 and $36,767 for the three months
        periods ending March 31, 2007 and 2006, respectively. Cash over the periods
        was
        used on accounting, administration, consulting, research and development,
        and
        shares issued for sales and marketing expenses.
 
 Cash
        flow
        provided from investing activities was $6,623 and $0 for the three months
        periods ending March 31, 2007 and 2006, respectively. Investing activities
        over
        the period consisted of sales of marketable securities and investments in
        plant,
        property, and equipment.
 
 Cash
        flows provided in financing activities was $136,263 and $89,166 for the three
        months periods ending March 31, 2007 and 2006, respectively. 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: May
                          21,
                          2007
                        By:
                        /s/ Howard
                          PearlHoward
                          PearlPresident
                          and
                          Chief Executive Officer   21