UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




Form 10-Q




Quarterly
Report Pursuant to Section 13 or 15(d) of the


Securities
Exchange Act of 1934





For the
Quarterly Period Ended June 30, 2008





Commission File Number333-149025




Rhino
Productions, Inc.


(Exact
name of registrant as specified in its charter)




Nevada
            
            33-1176182(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)







Rhino Productions,
Inc.


16887 NW
King Richard Court


Sherwood,
Oregon 94140


(503)
516-2027


(Registrant’s
telephone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




Yes  x                 
No   o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
            
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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




Yes   x                 
No o




2,411,750
shares of Common Stock, par value $.001, were outstanding on August 13
2008.














RHINO
PRODUCTIONS, INC.


INDEX




PageNumberPART I
      - FINANCIAL
              1INFORMATION
              1Item
      1 – Financial Statements Unaudited
              1Balance
      Sheets
              1Statements
      of Operations
              2Statements
      of Cash Flows
              3Notes
      to Financial Statements
              4Item
      2 – Management’s Discussion and Analysis of Financial Condition and
      Results of
      Operations
              10Item
      3 – Quantitative and Qualitative Disclosure About Market
    Risk
              11Item
      4 – Controls and Procedures
              11PART II
      – OTHER INFORMATION
              13Item
      1 - Legal Proceedings
              13Item
      2 – Unregistered Sales of  Equity Securities and Use of
      Proceeds
              13Item
      3 - Defaults upon Senior Securities
              13Item
      4 – Submission of Matters to a Vote of Security Holders
              13Item
      5 - Other Information
              13Item
      6 – Exhibits and Reports on Form 8-K
              13Signatures
              13













PART
I ― FINANCIAL INFORMATION





Item
1.                      Financial
Statements Unaudited







RHINO PRODUCTIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETJUNE
      30, 2008(UNAUDITED)
              
              
              AUDITEDASSETS
              
              JUNE
      30
              
              
              OCTOBER
      312008
              
              
              2007Current
      AssetsCash
      and Cash Equivalents
              
              $
              5,310
              
              
              $
              5,350Prepaid
      Expenses
              
              
              -
              
              
              
              -Total
      Current Assets
              
              
              5,310
              
              
              
              5,350Total
      Assets
              
              $
              5,310
              
              
              $
              5,350LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
              
              $
              300
              
              
              
              -Loans
      From Shareholders
              
              
              2,760
              
              
              
              300Total
      Current Liabilities
              
              
              3,060
              
              
              
              300Stockholders'
      Equity (Note B)Preferred
      stock, par value $.001;20,000,000
      shares authorized; -0-shares
      issued and outstandingCommon
      stock, 0.001 par value;75,000,000
      shares authorized;2,403,000
      and 2,350,000
                shares
      issued
                and
      outstanding  2,403  2,350Additional
      Paid in Capital
              
              
              8,247
              
              
              
              3,000Retained
      Earnings (Accumulated Deficit)
              
              
              (8,400
              )
              
              
              (300
              )Total
      Stockholders' Equity
              
              $
              2,250
              
              
              $
              5,050Total
      Liabilities and Stockholders' Equity
              
              $
              5,310
              
              
              $
              5,350
 1
 RHINO PRODUCTIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF OPERATIONSFOR
      THE THREE MONTHS, SIX MONTHS AND CUMULATIVE ENDED JUNE 30,
      2008Cumulative
      SinceThree
      Months
              
              
              Six
      Months
              
              
              InceptionEnded June 30
              
              
              Ended
      June 30
              
              
              October 16, 2007IncomeRevenues
              
              $
              -
              
              
              
              -
              
              
              
              -Total
      Income
              
              
              -
              
              
              
              -
              
              
              
              -General
      and Administrative ExpensesLicenses
      and Permits
              
              
              -
              
              
              
              -Office
      and General Expenses
              
              
              (26
              )
              
              
              (26
              )
              
              
              274Professional
      Fees
              
              
              -
              
              
              
              3,626
              
              
              
              8,126Total
      General and Administrative Expenses
              
              
              (26
              )
              
              
              3,600
              
              
              
              8,400Net
      Income (Loss)
              
              $
              26
              
              
              $
              (3,600
              )
              
              $
              (8,400
              )Per
      Share Information:Net
      Income (Loss) per share - 2,404,500shares issued
              
              $
              0.000
              
              
              $
              (0.002
              )
              
              
              (0
              )Basic
      weighted average numbercommon
      stock shares outstanding
              
              
              2,361,189
              
              
              
              2,355,594
              
              
              
              2,354,044Diluted
      weighted average numbercommon
      stock shares outstanding
              
              
              2,361,189
              
              
              
              2,355,594
              
              
              
              2,354,044
 2
 RHINO PRODUCTIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CASH FLOWSFOR
      THE THREE MONTHS, SIX MONTHS AND CUMULATIVE ENDED JUNE 30,
      2008Cumulative
      SinceThree
      Months
              
              
              Six
      Months
              
              
              InceptionCASH
      FLOWS FROM OPERATING ACTIVITIES
              
              Ended June
      30
              
              
              Ended June
      30
              
              
              October 16,
      2007Net
      income (Loss)
              
              $
              26
              
              
              
              (3,600
              )
              
              
              (8,400
              )Adjustments
      to reconcile net income to net cash providedby
      operating activitiesDepreciation
              
              
              -
              
              
              
              -
              
              
              
              -(Increase)
      decrease in:Accounts
      Receivable
              
              
              -
              
              
              
              -
              
              
              
              -Prepaid
      Expenses
              
              
              -
              
              
              
              -
              
              
              
              -Increase
      (decrease) in:Accounts
      Payable
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Cash Provided (Used) By Operating Activities
              
              
              26
              
              
              
              (3,600
              )
              
              
              (8,400
              )CASH
      FLOWS FROM INVESTING ACTIVITIESFixed
      Asset Additions
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Cash (Used) By Investing Activities
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      Deficit
              
              
              (16
              )Loans
      From Shareholders
              
              
              -
              
              
              
              2,760
              
              
              
              3,060Sale
      of Common Stock
              
              
              5,300
              
              
              
              5,300
              
              
              
              10,650Net
      Cash (Used) By Financing Activities
              
              
              5,284
              
              
              
              8,060
              
              
              
              13,710NET
      INCREASE (DECREASE) IN CASH
              
              
              5,310
              
              
              
              4,460
              
              
              
              5,310CASH
      AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              850
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              5,310
              
              
              $
              5,310
              
              
              $
              5,310
 3
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
    Note
      1.
              Nature
      of Business and Significant Accounting
Policies
  Nature of
business:
 The
unaudited financial statements have been prepared by the Company, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such SEC rules and regulations; nevertheless, the Company
believes that the disclosures are adequate to make the information presented not
misleading. These financial statements and the notes attached hereto should be
read in conjunction with the financial statements and notes included in the
Company’s Form S-1, which was filed with the SEC on February 29, 2008 and was
deemed effective by the Securities and Exchange Commission on March 14, 2008. In
the opinion of the Company, all adjustments, including normal recurring
adjustments necessary to present fairly the financial position of Rhino
Productions, Inc., as of June 30, 2008 and the results of its operations and
cash flows for the three and six month periods then ended, have been included.
The results of operations for the interim period are not necessarily indicative
of the results for the full year.
 Rhino
Productions, Inc. (“Company”) was organized October 16, 2007 under the laws of
the State of Nevada for purpose of providing cost effective, high quality coffee
and wine products, accessories and related equipment.  The Company
currently has no operations or realized revenues from its planned principle
business purpose and, in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,” is considered a Development Stage
Enterprise.
 
 A summary of the Company’s
significant accounting policies is as follows:
 
 Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Cash
 
 For the
Statements of Cash Flows, all highly liquid investments with maturity of three
months or less are considered to be cash equivalents.  There were no
cash equivalents as of March 31, 2008.
 
 Income
taxes
 
 Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109 “Accounting
for Income Taxes,”and clarified by FIN 48, “Accounting for Uncertainty in
Income Taxes—an interpretation of FASB Statement
No. 109.”  A deferred tax asset or liability is recorded
for all temporary differences between financial and tax
reporting.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
basis.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
 
 Share Based
Expenses
 
 In
December 2004, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 123R “Share
Based Payment.”This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to
Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.”This
statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements.  The Company adopted SFAS No.
123R upon creation of the company and expenses share based costs in the period
incurred.
   4
 
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
    Note
      1.
              Nature
      of Business and Significant Accounting Policies
  (continued)
  Going
concern
 
 The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern.  This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.  Currently, the Company does not have cash
nor material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern.  The Company is currently attempting to raise capital in
order to initiate its business plan which will, if successful, mitigate these
factors which raise substantial doubt about the Company’s ability to continue as
a going concern.  The Company will be dependent upon the raising of
this additional capital through placement of our common stock in order to
implement its business plan, or merge with an operating
company.  There can be no assurance that the Company will be
successful in either situation in order to continue as a going
concern.  The officers and directors have committed to advancing
certain operating costs of the Company.
 
 Recent Accounting
Pronouncements
  In
September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107,
“Implementation Guidance for FASB 123 (R).”  The
staff  believes the guidance in the SAB will assist issuers in their
initial implementation  of  Statement  123R
and  enhance  the  information  received  by
investors and other users of
financial  statements,  thereby  assisting  them
in making investment and other decisions.  This SAB
includes  interpretive guidance related to share-based payment
transactions with non-employees,  the transition from nonpublic to
public entity status, valuation methods (including assumptions such as
expected  volatility  and
expected  term),  the  accounting  for
certain redeemable financials instruments issued under share-based payment
arrangements,
the  classification  of  compensation  expense,   non-GAAP  financial  measures,
first-time  adoption of Statement 123R in an interim
period,  capitalization  of compensation cost related to
share-based  payment  arrangements,  the
accounting for income tax effects
of  share-based  payment  arrangements  upon  adoption
of Statement 123R and disclosures of MD&A subsequent to adoption of
Statement 123R.
  In
September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in the Current Year Financial Statements” (“SAB No. 108”).
SAB No. 108 requires the use of two alternative approaches in
quantitatively evaluating materiality of misstatements. If the misstatement as
quantified under either approach is material to the current year financial
statements, the misstatement must be corrected. If the effect of correcting the
prior year misstatements, if any, in the current year income statement is
material, the prior year financial statements should be corrected. In the year
of adoption (fiscal years ending after November 15, 2006 or calendar year
2006 for us), the misstatements may be corrected as an accounting change by
adjusting opening retained earnings rather than being included in the current
year income statement. We do not expect that the adoption of SAB No. 108 will
have a material impact on our financial condition or results of
operations.
  In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009.  We do not expect that the adoption of SFAS 157 will have a
material impact on our financial condition or results of
operations.
   5
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
    Note
      1.
              Nature
      of Business and Significant Accounting Policies
  (continued)
  In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”).
SFAS No. 158 requires companies to recognize in their statement of
financial position an asset for a plan’s overfunded status or a liability for a
plan’s underfunded status and to measure a plan’s assets and its obligations
that determine its funded status as of the end of the company’s fiscal year.
Additionally, SFAS No. 158 requires companies to recognize changes in the
funded status of a defined benefit postretirement plan in the year that the
changes occur and those changes will be reported in comprehensive income.
The provision of SFAS No. 158 that will require us to recognize the funded
status of our postretirement plans, and the disclosure requirements, will be
effective for us as of December 31, 2006.  We do not expect that the
adoption of SFAS No. 158 will have a material impact on our consolidated
financial statements.
  FAS  123(R)-5,
“Classification and Measurement of Freestanding Financial Instruments Originally
Issued in Exchange for Employee Services under FASB Statement No.
123(R)”was  issued  on  October  10,  2006.  The
FSP  provides  that instruments  that
were  originally  issued  as  employee  compensation  and
then modified, and that modification is made to the terms of the instrument
solely to reflect an
equity  restructuring  that  occurs  when
the  holders  are no longer employees, then no change in the
recognition or the measurement (due to a change
in  classification)  of
those  instruments  will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic  value to the exercise price of the award is
preserved,  that is, the holder is made whole), or the anti-dilution
provision is not added to the terms of the award
in  contemplation  of an
equity  restructuring;  and (b). All holders of the same
class of equity instruments (for example, stock options) are treated in the same
manner.  The provisions in this FSP shall be applied in the first
reporting period beginning after the date the FSP is posted to the FASB
website.  We will evaluate whether the adoption will have any impact
on your financial statements.
  In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company’s financial
condition or results of operations.
 
 
 6
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
    Note
      1.
              Nature
      of Business and Significant Accounting Policies
  (continued)
  In
December 2007, the FASB issued SFAS 141(R), “Business Combinations.” This
Statement replaces SFAS 141, “Business Combinations,” and requires an acquirer
to recognize the assets acquired, the liabilities assumed, including those
arising from contractual contingencies, any contingent consideration, and any
non-controlling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
statement. SFAS 141(R) also requires the acquirer in a business combination
achieved in stages (sometimes referred to as a step acquisition) to recognize
the identifiable assets and liabilities, as well as the non-controlling interest
in the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s
requirement to measure the non-controlling interest in the acquiree at fair
value will result in recognizing the goodwill attributable to the
non-controlling interest in addition to that attributable to the acquirer. SFAS
141(R) amends SFAS No. 109, “Accounting for Income Taxes,” to require the
acquirer to recognize changes in the amount of its deferred tax benefits that
are recognizable because of a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances. It also amends SFAS 142,
“Goodwill and Other Intangible Assets,” to, among other things, provide guidance
on the impairment testing of acquired research and development intangible assets
and assets that the acquirer intends not to use. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We are currently assessing the potential impact that the
adoption of SFAS 141(R) could have on our financial statements.
 
 In
December 2007, the FASB issued SFAS 160, “Non-controlling Interests in
Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin
51, “Consolidated Financial Statements,” to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the non-controlling interest. It
also requires disclosure, on the face of the consolidated statement of income,
of the amounts of consolidated net income attributable to the parent and to the
non-controlling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
non-controlling owners of a subsidiary. SFAS 160 is effective for fiscal
periods, and interim periods within those fiscal years, beginning on or after
December 15, 2008. We are currently assessing the potential impact that the
adoption of SFAS 141(R) could have on our financial statements.
 
 7
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
    Note
      2.
              Stockholders’
      Equity
  Common
stock
 
 The
authorized common stock of the Company consists of 70,000,000 shares with par
value of $0.001.  On October 23, 2007, the Company authorized the
issuance of 2,350,000 shares of its $.001 par value common stock at $0.001 per
share in consideration of $5,350 in cash. As of March 31, 2008, the shares were
issued and outstanding.
 
 On
February 2, 2008, the Company filed with the Securities and Exchange Commission
a Form SB-2 Registration Statement for the registration of 750,000 shares of
$0.001 par value common stock to be offered at $0.10 per share. It was deemed
effective on March 14, 2008. As of June 30, 2008, 54,000 shares have been
sold to the public.
 
 The
authorized preferred stock of the Company consists of 5,000,000 shares with a
par value of $.001. The Company has no preferred stock issued or
outstanding.
 
 Net loss per common
share
 
 Net loss
per share is calculated in accordance with SFAS No. 128, “Earnings Per
Share.”  The weighted-average number of common shares
outstanding during each period is used to compute basic loss per
share.  Diluted loss per share is computed using the weighted averaged
number of shares and dilutive potential common shares
outstanding.  Dilutive potential common shares are additional common
shares assumed to be exercised.
 
 Basic net
loss per common share is based on the weighted average number of shares of
common stock outstanding during 2007 and since inception.  As of March
31, 2007 and since inception, the Company had no dilutive potential common
shares.
  Note
      3.
              Income
      Taxes
  We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, when it is more likely than
not that a tax asset cannot be realized through future income the Company must
allow for this future tax benefit.  We provided a full valuation allowance
on the net deferred tax asset, consisting of net operating loss carry-forwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carry-forward period.
  The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as
follows:
  
 Income
      tax provision at theFederal
      statutory rate
                35%Effect
      of operating losses
                -35%0%
  
 Net
deferred tax assets consist of the following:
 
 Six
      Months Ended
                  June
      30, 2008Gross
      deferred tax asset
                
                $
      2,940Gross
      deferred tax liability
                
                0Valuation
      allowanceNet
      deferred tax asset
                
                $(2,940)
 
 The
Company did not pay any income taxes during the six months ended June 30,
2008.
 
 The net
federal operating loss carry forward will expire in 2027.  This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
 
  8
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 
 Note
      4.
              Related
      Party Transactions
 
 The
Company neither owns nor leases any real or personal property.  An
officer or resident agent of the corporation provides office services without
charge.  Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein.  The officers and
directors for the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interest.  The Company has not formulated a policy for the resolution
of such conflicts.  The officer of the Company has advanced $3,060 for
organizational expenses and professional fees as of March 31, 2008.
 
 Note
      5.
              Warrants
      and Options
 
 There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
  THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
SUCH AS THE DEPENDENCE OF THE COMPANY ON AND THE ADEQUACY OF CASH FLOWS. THESE
FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS MADE ELSEWHERE IN THIS REPORT
ARE MADE IN RELIANCE ON THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
  9


Item
2.                      Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





FORWARD
LOOKING STATEMENTS





This
report contains forward-looking statements that involve risk and uncertainties.
We use words such as "anticipate", "believe", "plan", "expect", "future",
"intend", and similar expressions to identify such forward-looking statements.
Investors should be aware that all forward-looking statements contained within
this filing are good faith estimates of management as of the date of this filing
and actual results may differ materially from historical results or our
predictions of future results.





Overview




RHINO
PRODUCTIONS, INC. ("Rhino” “RPI” or the "Company") was incorporated in the State
of Nevada on October 16, 2007. Since inception the Company’s has not generated
any revenues.  Within the next twelve months the Company will be
required to raise additional proceeds from the sale of its common stock or
through debt financing.  The Company cannot provide any assurance or
guarantee that it will be able to obtain the necessary proceeds to continue as a
going concern.  If it is unable to continue as a going concern, any
investment made by an investor would be lost in its entirety.





Plan
of Operation





On
February 29, 2008, the Company filed with the Securities and Exchange Commission
a Form S-1 Registration Statement for the registration of 750,000 shares of
$0.001 par value common stock to be offered at $0.10 per share, deemed effective
on March 14, 2008.  As of June 30, 2008, $5,300 has been raised
through this offering.





Management
intends to continuing focusing efforts in selling the offered common shares for
the next three months or until the offering is fully subscribed and utilize
these funds to maintain its status as a Reporting Company as defined under the
Exchange Act of 1934 as amended, begin the initial development of the Company,
and towards administrative expenses.  If the Company is unable to
secure adequate financing from this registered offering its business will fail
and any investment made into the Company will be completely lost.





As of
June 30, 2008 RPI had $5,010 of cash on hand and available in their corporate
checking account.  From inception to June 30, 2008 there has been a
net loss of $8,400
with total current liabilities of $3,060,
of which has been the result of expenses relating to start-up costs and fees
associated with maintaining the status of a Reporting Company.





If and
when RPI can secure adequate funding, the Company intends to begin the
development of its proposed business of retailing gourmet coffee and wine from a
common location that will be “coffee bars by day and wine bars by night.” The
Company will take advantage of the traditional operating hours of coffee bars
and wine bars. Coffee bars derive most of their revenue in the early morning
hours and many actually close their doors in the late afternoon. The corollary
to that is the wine bar. Wine bars obtain virtually all of their income during
the evening hours.  The Company intends to use this relationship to
maximize revenue for each location by utilizing the physical plant resources to
serve coffee customers in the day and wine customers at
night.  Potential markets the Company are considering include the
Portland, Oregon, cities such as West Linn, Sherwood and Lake
Oswego.  Management has identified these areas as having a high
average income, a penetration of coffee shops and they are located very close to
the burgeoning Willamette Valley wine region.





To date,
the Company has not conducted any operations or generated any revenue; failure
to secure adequate financing would be materially detrimental to the projected
business described above and in turn would result in a complete loss of any
investment made with the Company.





Product
Research and Development





The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.




10


There are
no employees of the Company, excluding the current President and Director,
Ronald G. Brigham, and the Company does not anticipate hiring any additional
employees within the next twelve months.





Off-Balance
Sheet Arrangements





As of the
date of this Quarterly Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.





Item
2.                      Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations





The
Company has not started operations and therefore results of operations has been
limited to formation of the company, obtaining capital through sales of our
common stock and establishing our presence on the internet. However, the Company
has established certain accounting policies that will be used to establish sound
money management and reporting procedures.





Item
3.  Quantitative and Qualitative Disclosures About Market Risk





On March
14, 2008, the Securities and Exchange Commission deemed our Form SB-2
Registration Statement (Commission File Number 333-149025) effective. Our
offering commenced on the effective date and will terminate on the earlier of
the date on which we sell all offered shares and the date on which we terminate
the offering, which date will not be later than March 14, 2010. Since the
offerring was deemed effective until August 13, 2008, the Company has sold
61,250 shares of our registered stock to 11 shareholders for a total of
$6,125.




The
exposure of market risk associated with risk-sensitive instruments is currently
not material to the Company. The Company transacts its services in U.S. dollars
and plans to continue to transact its sales of services and all other
transactions denominated in U. S. dollars. The Company has no plans to enter
into hedging transactions.





Item
4.  Controls and Procedures





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.





As of
June 30, 2008 management assessed the effectiveness of the Company's internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in SEC guidance on conducting such
assessments. Based on that evaluation, they concluded that, during the period
covered by this report, such internal controls and procedures were not effective
to detect the inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or operation of
our internal control over financial reporting that adversely affected our
internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that the Company's management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's Chief Financial Officer in connection with the review of our financial
statements as of June 30, 2008 and communicated the matters to our
management.





11








We are
committed to improving our financial organization. As part of this commitment,
we will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to the Company: i)
Appointing one or more outside directors to our board of directors who shall be
appointed to the audit committee of the Company resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures; and ii) Preparing and
implementing sufficient written policies and checklists which will set forth
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure
requirements.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.





We will
continue to monitor and evaluate the effectiveness of
our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to
taking further action and implementing additional enhancements or improvements,
as necessary and as funds allow.





Changes
in Internal Controls.





There
were no significant changes in the Company's internal controls or, to the
Company's knowledge, in other factors that could significantly affect these
controls subsequent to the date of their evaluation.





12


PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.





No
director, officer, or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds


None.





Item
3.  Defaults upon Senior Securities


None.





Item
4.  Submission of Matters to Vote of Security Holders


None.





Item
5.  Other Information


None.





Item  6. 
Exhibits and Reports on Form 8-K







(a)Exhibits furnished as Exhibits
hereto:





Exhibit No.
            
            Description31.1
            
            Certification
      of Ronald G. Brigham pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
            
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002




(b) Reports on Form 8-K –
None





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed onits behalf by the undersigned,
thereunto duly authorized.






Rhino
      Productions, Inc.Date:
      August 14, 2008
            By:
            /s/Ronald
      G. BrighamRonald
      G. BrighamChief
      Financial Officer,
              Treasurer
      and Secretary(principal
      financial and accounting officer)Date:
      August 14, 2008
            By:
            /s/Ronald
      G. BrighamRonald
      G. BrighamPresident
      and Chief Executive Officer














13