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 September 30, 2008
  Commission
File Number 333-149025
  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
 
 
  2,545,000
shares of Common Stock, par value $0.001, were outstanding on November
19, 2008.
  
 
 
 
 
 
 
 
 RHINO
PRODUCTIONS, INC.
  INDEX
  PageNumberPART I - FINANCIAL
      INFORMATIONItem
      1 – Financial Statements -UnauditedBalance Sheets
              1Statements of Operations
              2Statements of Cash Flows
              3Notes toFinancial Statements
              4Item 2–Management’s Discussion and Analysis of
      FinancialCondition
      and Results of Operations
              10Item 3–Quantitative and Qualitative
      Disclosure About Market Risk
              11Item 4–Controls and
      Procedures
              11PART II–OTHER
      INFORMATION
              12Item 1 - Legal
      Proceedings
              12Item 2–Unregistered Sales of 
      Equity Securities and Use of Proceeds
              12Item 3 - Defaults upon Senior
      Securities
              12Item 4–Submission of Matters to a Vote
      of Security Holders
              12Item 5 - Other
      Information
              12Item 6–Exhibits
              12Signatures
              12
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 PART
I ― FINANCIAL INFORMATION
 
 Item
1.                      Financial
Statements.
 
 RHINO
PRODUCTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 Unaudited
for the Three and Nine Months
 Ended
September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 RHINO
PRODUCTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 Unaudited
for the Three and Nine Months
 Ended
September 30, 2008 and 2007 and the
 Period of
October 16, 2007 (Inception) to September 30, 2008
 
 
 
 TABLE
OF CONTENTS
 
 
 
 Page(s)Balance
      Sheets as of September 30, 2008 and December 31, 2007
                F-1Statements
      of Operations for the three and nine  months ended September 30,
      2008 and 2007and
      the period of October 16, 2007 (Inception) to September 30,
      2008
                F-2Statements
      of Cash Flows for the nine months ended September 30, 2008 and
      2007and
      the period of October 16, 2007 (Inception) to September 30,
      2008
                F-3Notes
      to the Unaudited Financial Statements
                F-4-9
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 RHINO
      PRODUCTIONS, INC.(A
      Development Stage Company)Balance
      SheetsSeptember
      30, 2008
                
                December
      31, 2007(unaudited)ASSETSCurrent
      assetsCash
                
                $
                935
                
                
                $
                850Total
      current assets
                
                
                935
                
                
                
                850Total
      assets
                
                $
                935
                
                
                $
                850LIABILITIES
      AND STOCKHOLDERS' (DEFICIT) EQUITYCurrent
      liabilitiesAccounts
      payable
                
                $
                300
                
                
                $
                300Loan
      from shareholder
                
                
                2,760
                
                
                
                -Total
      current liabilities
                
                
                3,060
                
                
                
                300Stockholders'
      (Deficit) EquityPreferred
      stock, $.001 par value; 5,000,000 shares authorized, no shares issued or
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $.001 par value; 70,000,000 shares authorized, 2,362,250 and
      2,350,000 shares issued and outstanding at September 30, 2008 and December
      31, 2007
                
                
                2,415
                
                
                
                2,350Additional
      paid in capital
                
                
                9,460
                
                
                
                3,000Deficit
      accumulated during the development stage
                
                
                (14,000
                )
                
                
                (4,800
                )Total
      stockholders' (deficit) equity
                
                
                (2,125
                )
                
                
                550Total
      liabilities and shareholders' (deficit) equity
                
                $
                935
                
                
                $
                850See
      accompanying notes to financial statements
 
  1
 
 RHINO
      PRODUCTIONS, INC.(A
      Development Stage Company)Statement
      of OperationsFor
      the period from October 16, 2007 (inception) to September 30,
      2008Three
      months ended September 30,
                
                Nine
      months ended September 30,2008
                
                2007
                
                2008
                
                2007Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpensesOffice
      expenses
                
                
                100
                
                
                
                300
                
                
                
                74
                
                
                
                300
                
                
                
                374Travel
                
                
                500
                
                
                
                -
                
                
                
                500
                
                
                
                -
                
                
                
                500Professional
      fees
                
                
                5,000
                
                
                
                -
                
                
                
                8,626
                
                
                
                -
                
                
                
                13,126Total
      expenses
                
                
                5,600
                
                
                
                300
                
                
                
                9,200
                
                
                
                300
                
                
                
                14,000Net
      loss
                
                $
                (5,600
                )
                
                $
                (300
                )
                
                $
                (9,200
                )
                
                $
                (300
                )
                
                $
                (14,000
                )Basic
      and diluted loss per common share
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding
                
                
                2,360,147
                
                
                
                -
                
                
                
                5,622,768
                
                
                
                -See
      accompanying notes to financial statements
 
  2
 
 RHINO
      PRODUCTIONS, INC.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the period of October 16, 2007 (inception) to September 30,
      2008Nine
      months ended September 30,2008
                
                
                2007Cash
      flows from operating activitiesNet
      loss
                
                $
                (9,200
                )
                
                $
                (300
                )
                
                $
                (14,000
                )Changes
      in operating assets and liabilitiesAccounts
      payable
                
                
                -
                
                
                
                300
                
                
                
                300Net
      cash used in operating activities
                
                
                (9,200
                )
                
                
                -
                
                
                
                (13,700
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flows from financing activitiesLoan
      from shareholder
                
                
                2,760
                
                
                
                -
                
                
                
                2,760Proceeds
      from sale of stock
                
                
                6,525
                
                
                
                -
                
                
                
                11,875Net
      cash provided by financing activities
                
                
                9,285
                
                
                
                -
                
                
                
                14,635(Decrease)
      increase in cash
                
                
                85
                
                
                
                -
                
                
                
                935Cash
      at beginning of period
                
                
                850
                
                
                
                -
                
                
                
                -Cash
      at end of period
                
                $
                935
                
                
                $
                -
                
                
                $
                935Supplemental
      Cash Flow Information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -See
      accompanying notes to financial statements
 
 
 
 
 
 
 
 
 
 
 
  3
 
 
 
 
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
  Note
1 – 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 September 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.
 
 Note
2 – Significant Accounting Policies
 
 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 September 30, 2008.
 
 
 4
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
 
 Note
2 – Significant Accounting Policies (continued)
 
 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.
  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.
 
 
 
  5
 
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
 
 Note
2 – Significant Accounting Policies (continued)
 
 Recent Accounting
Pronouncements
 
 In May
2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies.
 
 This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years.
 
 In May
2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. This
pronouncement has no effect on this Company’s financial reporting at this
time.
 
 In March
of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.”  SFAS No. 161 has the same
scope as Statement No. 133 but requires enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
 SFAS No. 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
encouraged.  The statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  SFAS No. 161 has no
effect on the Company’s financial position, statements of operations, or cash
flows at this time.
 
  6
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
 
 Note
2 – Significant Accounting Policies (continued)
 
 Recent Accounting
Pronouncements (continued)
 
 In
December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51.”   SFAS
No. 160 applies to “for-profit” entities that prepare consolidated financial
statements where there is an outstanding non-controlling interest in a
subsidiary.  The Statement requires that the non-controlling interest be
reported in the equity section of the consolidated balance sheet but identified
separately from the parent.  The amount of consolidated net income
attributed to the non-controlling interest is required to be presented, clearly
labelled for the parent and the non-controlling entity, on the face of the
consolidated statement of income.  When a subsidiary is de-consolidated,
any retained non-controlling interest is to be measured at fair value.
 Gain or loss on de-consolidation is recognized rather than carried as the
value of the retained investment.  The Statement is effective for fiscal
years and interim periods beginning on or after December 15, 2008.  It
cannot be adopted earlier but, once adopted, is to be applied retroactively.
 This pronouncement has no effect on this Company’s financial reporting at
this time.
 
 In
December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS
141(R)”) and SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). These standards aim to
improve, simplify, and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective
for the fiscal year beginning April 1, 2009.  The adoption of SFAS 141(R)
and SFAS 160 has not impacted the Company’s financial statements.
 
 None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company’s future financial reporting.
 
 Note 3 – 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 in
consideration of $5,350 in cash.
 
 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 September 30, 2008, 66,250 shares have
been sold to the public.
  7
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
   Note 3 – Stockholders’ Equity
(continued)
  Preferred
stock
 
 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
September 30, 2008 and since inception, the Company had no dilutive potential
common shares.
  Note
4 – 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%
 
  
 
 
 
  8
 
 RHINO
PRODUCTIONS, INC.
 (A
Development Stage Company)
 Notes
to the Unaudited Financial Statements
 For
the Three and Nine Months Ended September 30, 2008 and 2007 and the
 Period
of October 16, 2007 (Inception) to September 30, 2008
 
 Note
4 – Income Taxes (continued)
 
 Net
deferred tax assets consist of the following:
 
 2008Net
      operating loss carry forward
                $
                14,000Valuation
      allowance
                
                (14,000)Net
      deferred tax asset
                $
                -
 
 The
Company did not pay any income taxes during the nine months ended September 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.
 
 Note 5 – 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 September 30, 2008.
 
 Note
6 – Warrants and Options
 
 There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
 
 9
 Item 2. Management's Discussion and
Analysis of Financial Condition and Plan 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.
 
 General
 
 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.
 
 Since
becoming incorporated, Bella Viaggio has not made any significant purchase or
sale of assets, nor has it been involved in any mergers, acquisitions or
consolidations and the Company owns no subsidiaries.  The fiscal year
end is December 31st.
 
 Plan
of Operation
 
 As of
September 30, 2008, we have $935
of cash available.  We have current liabilities of $3,060.  From
the date of inception (October 16, 2007) to September 30, 2008 the Company has
recorded a net loss of $14,000 of which were expenses relating to the initial
development of the Company, filing its Registration Statement on Form SB-2, and
expenses relating to maintaining Reporting Company status with the
SEC.  In order to survive as a going concern over the Company will
require additional capital investments or borrowed funds to meet cash flow
projections and carry forward our business objectives. There can be no guarantee
or assurance that we can raise adequate capital from outside sources to fund the
proposed business. Failure to secure additional financing would result in
business failure and a complete loss of any investment made into the
Company.
 
 The
Company filed a registration statement on Form S-1 on February 1, 2008, which
was deemed effective on March 14, 2008.  Since this time the Company
has sold 340,500
shares of common stock to the public with total proceeds raised of$34,500.  These
proceeds have been utilized by the Company to fund its initial development
including administrative costs associated with maintaining its status as a
Reporting Company as defined by the Securities and Exchange Commission (“SEC”)
under the Exchange Act of 1934 as amended.  The Company plans to
continue to focus efforts on selling their common shares through this offering
in order to continue to fund its initial development and fund the expenses
associated with maintaining a reporting company status.
 
 In
addition, over the course of the next 90 to 120 days, management intends to
focus efforts on obtaining a quotation for its common stock on the Over the
Counter Bulletin Board (“OTCBB”).  Management believes having its
common stock quoted on the OTCBB will provide it increased opportunity to raise
additional capital for its proposed business development.  However,
there can be no guarantee or assurance the Company will be successful in filing
a Form 211 application and obtaining a quotation.  To date there is no
public market for the Company’s common stock. There can be no guarantee or
assurance that a public market will ever exist for the common stock. Failure to
create a market for the Company’s common stock would result in business failure
and a complete loss of any investment made into the Company.
 
 10
 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.
 
 Employees
 
 There are
no employees of the Company, excluding the current President and Director, Mr.
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
3.                      Quantitative
and Qualitative Disclosures about Market Risk.
  Not
Applicable
 
 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
September 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 September 30, 2008 and communicated the matters to our
management.
 
 Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on the Company's financial results. However, management
believes that the 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 can result in the Company's determination to its
financial statements for the future years.
 
 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.
 
 11
 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.
 
 
 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
  (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
  
 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:
      November 19, 2008
              By:
              /s/Ronald
      G. BrighamRonald
      G. BrighamChief
      Financial Officer, Treasurer and Clerk(principal
      financial and accounting officer)Date:
      November 19, 2008
              By:
              /s/Ronald
      G. BrighamRonald
      G. BrighamPresident
      and Chief Executive Officer
 
 
 
 12