SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


________________


FORM
10-Q





Quarterly
Report Under Section 13 or 15 (d) of


Securities
Exchange Act of 1934





For the
quarterly period ended March 31, 2008


Commission
File Number:  333-149025





RHINO
PRODUCTIONS, INC.


(Exact
Name of Issuer as Specified in Its Charter)





Nevada
            7389
            33-1176182State
      of Incorporation
            Primary
      Standard Industrial
            I.R.S.Employer
      Classification
            Identification
      No.Code
      Number #





16887
NW King Richard Court


Sherwood,
Oregon 97140


(Address
of principal executive offices, including zip code)




(503)
501-2027


(Registrant's
telephone number, including area code)





Genesis
Corporate Development. LLC


818
Rising Star Boulevard


Henderson,
Nevada 89104


Telephone:
(702) 301-0333


(Name,
Address, and Telephone Number of Agent)





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.   Yesx        Noo







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
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.




Large
      Accelerated Filer o
            Non-Accelerated
      Filer o(Do
      not check if a smaller reporting company)Accelerated
      Filer o
            Smaller
      reporting company x





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














APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS


Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13, 15(d) of the Exchange Act after the distribution of the
securities under a plan confirmed by a
court.      YES     NO





APPLICABLE
ONLY TO CORPORATE ISSUERS


Indicate
the number of shares outstanding of each of the issuer's classes of common stock
at the latest practicable date. As of May 12, 2008, the registrant had 2,350,000
shares of common stock, $0.001 par value, issued and outstanding.





Transitional
Small Business Disclosure Format (Check one):    YESo    NOx








PART
I - FINANCIAL INFORMATION - UNAUDITED





Item
      1.
            BALANCE
      SHEETS


INTERIM
STATEMENTS OF OPERATIONS


INTERIM
STATEMENT OF STOCKHOLDERS’ EQUITY


INTERIM
STATEMENTS OF CASH FLOWS


NOTES TO
INTERIM FINANCIAL STATEMENTS


Item
      2.
            Management's
      Discussion and Analysis of Financial Condition
  and


Plan of
Operations.


Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk


Item
      4.
            Controls
      and Procedures





PART
II - OTHER INFORMATION





Item
      1.
            Legal
      Proceedings


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


Item
      3.
            Defaults
      Upon Senior Securities


Item
      4.
            Submission
      of Matters to a Vote of Security
Holders


Item
      5.
            Other
      Information


Item
      6.
            Exhibit
      and Reports on Form 8-K














PART I -
FINANCIAL INFORMATION





Item
1. Financial
Statements (Unaudited- Prepared by Management)



















RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 
 FINANCIAL
REPORTS
 
 MARCH
31, 2008
 (unaudited)
 
 
 
 
 
 
 
 
 
 
 
  
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 (UNAUDITED)
 
  CONTENTS
 
 FINANCIAL
      STATEMENTSBalance
      Sheets
              1Statements
      of Operations
              2Statements
      of Stockholders' Equity
              3Statements
      of Cash Flows
              4Notes
      to  Financial Statements
              5-10
















RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 BALANCE
SHEETS
 
 
 March
      31,
              
              
              December
      31,2008
              
              
              2007ASSETSCURRENT
      ASSETSCash
              
              $
              (16
              )
              
              $
              850Total
      assets
              
              $
              (16
              )
              
              $
              850LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESOfficer
      Loan
              
              $
              2,760Accounts
      payable and accrued liabilities
              
              $
              300
              
              
              $
              300Total
      current liabilities
              
              $
              3,060
              
              
              $
              300STOCKHOLDERS’
      EQUITYPreferred
      stock: $0.001 par value; authorized 5,000,000 shares;None
      issued or outstandingCommon
      stock: $.001 par value;Authorized
      70,000,000 shares;Issued
      and outstanding:  2,350,500 shares at March31,
      2008 and 2,350,000 at December 31, 2007
              
              $
              2,350
              
              
              $
              2,350Additional
      paid-in capital
              
              
              3,000
              
              
              
              3,000Accumulated
      deficit during development stage
              
              
              (8,426
              )
              
              
              (4,800
              )Total
      stockholders’ equity
              
              $
              (3,076
              )
              
              $
              550Total
      liabilities and stockholders’ equity
              
              $
              (16
              )
              
              $
              850
 
 
 
 
 See
Accompanying Notes to Financial Statements.
  1
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
 
 Three
      months Ended March 31,2008
              
              
              Oct.
      16, 2007 (inception) to December 31,2007REVENUES
              
              $
              -
              
              
              $
              -GENERAL,
      SELLING, AND ADMINISTRATIVE EXPENSESOffice
      and general expenses
              
              $
              -
              
              
              $
              300Professional
      fees
              
              
              3,626
              
              
              
              4,500Income/
      (loss) before other expense
              
              $
              (3,626
              )
              
              $
              (4800
              )Non-Operating
      Income (expense)
              
              
              -
              
              
              
              -Net
      income/ (loss)
              
              $
              (3,626
              )
              
              $
              (4,800
              )Net
      loss per share, basic and diluted
              
              $
              (0.00154
              )
              
              $
              (0.00204
              )Average
      number of shares of common stock outstanding
              
              
              2,350,000
              
              
              
              2,350,000
 
 
   See
Accompanying Notes to Financial Statements.
  2
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 STATEMENT
OF STOCKHOLDERS’ EQUITY
 (UNAUDITED)
  Common Stock
              
              
              Additional
      Paid in
              
              
              Accumulated
      Deficit During DevelopmentShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalCommon
      stock issued forcash at $.001 per share October 23,
      2007
              
              
              2,350,000
              
              
              $
              2,350
              
              
              $
              3,000
              
              
              $
              -
              
              
              $
              5,350Net
      loss, December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,800
              )
              
              
              (4,800
              )Balance,
      December 31, 2007
              
              
              2,350,000
              
              
              $
              2,350
              
              
              $
              3,000
              
              
              $
              (4,800
              )
              
              $
              550Net
      loss, March 31, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,626
              )
              
              
              (3,626
              )Balance,
      March 31, 2008
              
              
              2,350,000
              
              
              $
              2,350
              
              
              $
              3,000
              
              
              $
              (8,426
              )
              
              $
              (8,426
              )
 
   
 
 3
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
 
 
 Three
      months
              
              
              Oct.
      16, 2007 (inception) toMarch
      31,2008
              
              
              March
      31,2008Cash
      Flows From Operating ActivitiesNet
      (loss)
              
              $
              (3,626
              )
              
              $
              (8,426
              )Adjustments
      to reconcile net lossto cash used in operating
      activities:Stock
      issued for services
              
              
              -
              
              
              
              -Changes
      in assets and liabilitiesOfficer
      loan
              
              
              2,760
              
              
              
              3,060Increase
      (decrease) in accounts payable and accruals
              
              
              -
              
              
              
              -Net
      cash used in operating activities
              
              $
              (866
              )
              
              
              (5,366
              )Cash
      Flows From Investing
      ActivitiesNet
      cash provided used in investing activities
              
              $
              -
              
              
              
              -Cash
      Flows From Financing
      ActivitiesIssuance
      of common stock
              
              $
              -
              
              
              $
              5,350Net
      cash provided by financing activities
              
              $
              -
              
              
              $
              5,350Net
      increase (decrease) in cash
              
              $
              -
              
              
              $
              (16
              )Cash,
      beginning of period
              
              
              850
              
              
              
              -Cash,
      end of period
              
              $
              (16
              )
              
              $
              (16
              )
 
 
  See
Accompanying Notes to Financial Statements
 
  4
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 
  Note
      1.
              Nature
      of Business and Significant Accounting
Policies
  Nature of
business:
 
 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.
 
 
 
  5
  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.
  
 
 
 
  6
  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.
 
  
 
  7
  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.
   
 
  8
  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 March 31, 2008, no 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
components of the Company’s deferred tax asset as of December 31, 2007 and March
31, 2008 are as follows:
 
 
 March
      31,
                2008Net
      operating loss carry-forward at 35%
              
              $
              8,426Valuation
      allowance
              
              
              (8,426
              )Net
      deferred tax asset
              
              $
              0
   9
  RHINO
PRODUCTIONS, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
  
  Note
      3.
              Income
      Taxes (continued)
  A
reconciliation of income taxes computed at the statutory rate to the income tax
amount recorded is as follows:
  Inception
                October
      16, 2007
                to
                December
      31,2007
              
              
              March
      31, 2008Tax
      at statutory rate (35%)
              
              $
              4,800
              
              
              $
              8,426Increase
      in valuation allowance
              
              
              (4,800
              )
              
              
              (8,426
              )Net
      deferred tax asset
              
              $
              0
              
              
              $
              0
  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
      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.
 
 
 
  10




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.





Item 2. Management's Discussion and Analysis
of Financial Condition and Plan of Operations.





Description
Of Business





Background





Rhino
Productions, Inc (the “Company”, “RPI”) was incorporated on October 16, 2007,
under the laws of the State of Nevada and is a development stage company. RPI
has never declared bankruptcy, it has never been in receivership, and it has
never been involved in any legal action or proceedings. Since becoming
incorporated, RPI has not made any significant purchase or sale of assets, nor
has it been involved in any mergers, acquisitions or consolidations.
RPI’s administrative office is located at 16887 NW King Richard Court,
Sherwood, Oregon 97140. RPI’s fiscal year end is December 31.





RPI has
yet to commence planned operations to any significant measure. As of the date of
this report, the Company has had only limited start-up operations and has not
generated any revenues. The Company will be required to raise proceeds from its
anticipated common stock offering in order to continue as a going
concern.





Business
Development





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 March 31, 2008, no shares have been sold to
the public.  Management intends to focus efforts raising proceeds
through its registered offering for the next three to six 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.





If and
when RPI can secure adequate funding, the Company intends to enter into the
retailing of 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 and typically open
for business in the 4:00 PM – 5:00 PM time frame. The Company will 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. Tables and chairs and other décor elements will be designed to be
comfortable and appealing to both coffee drinkers and wine drinkers. The
specific fictitious name that will be used by the Company for the coffee and
wine bars has not yet been selected.








11





Potential
principal markets include any region in the United States with identified
affinity groups for coffee and wine.  The Pacific Northwest is being
looked at closely.  The region is the birthplace of many coffee
companies and has also had a steadily increasing number of
wineries.  In the Portland, Oregon metro market, cities such as West
Linn, Sherwood and Lake Oswego have a high average income, a penetration of
coffee shops and they are located very close to the burgeoning Willamette Valley
wine region.





Marketing





Many
companies are regionally focused firms in terms of distribution of either wine
or coffee. Few have combined the concept of offering gourmet coffee during the
day and selling wine in the late afternoon and evening.  Several
smaller competitors exist nationwide, who operate in their local markets only,
offer versions of RPI’s concept, but do not offer specifically the services in
the atmosphere envisioned by the Company’s management.  RPI has not,
as of the date of this Prospectus, determined where or when a Company unit will
be opened or operated.





Once the
company has secured its initial location and has built out the facility,
inventory the company intends to be used in its operations will be purchased.
RPI will embark on a two-pronged marketing campaign. The company will, through
direct marketing and selected media advertisements, target demographic
areas most likely to contain potential clients for the services offered by RPI.
These marketing efforts are an integral part of our overall marketing and brand
awareness plan.





The
company will develop a comprehensive website for busy working people and
internet savvy consumers. The website will offer coffee and wine products for
sale. Customers will find answers to common questions about wine and coffee,
store locations and will have the ability to purchase gift
certificates.





Liquidity
and Capital Resources





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.  As of March 31, 2008 the Company had a deficit of $16
and additional liabilities of $3,060- which included a $300 in accounts payable
and $2,760 in the form of an unsecured non interest bearing
loan.  Since its inception (October 16, 2007), the Company has
incurred a net loss of $8,426 which went towards expenses related to the initial
development of the Company.  The Company must secure funding
immediately or its business will fail.





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 March 31, 2008, no shares have been sold to
the public.





To date
there is no public market for the Company’s common stock.  As of the
date of this report, the Company is in the process of raising capital through
its Registration Statement deemed effective on March 14,
2008.  Management intends to continue to focus efforts raising
proceeds through its registered offering for the next three to six 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.  However, there can be no guarantee or
assurance that RPI will be successful in raising adequate financing through this
offering.  Failure to raise adequate financing would result in
business failure and a complete loss of any investment made into the
Company.








12





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.





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,
Ronald Brigham, of the corporation.





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
March 31, 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 March 31, 2008 and communicated the matters to our
management.








13





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.





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.








14





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





3.1  Articles
of Incorporation*





3.2  By-Laws*





31.1 Rule
13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief
Financial Officer





32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer





*Filed
previously as an exhibit to the Company’s registration statement with the
Commission on February 1, 2008.





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Rhino
      Productions, Inc.Dated:
      May 14, 2008
            /s/
      Ronald G.
      BrighamRonald
      G. BrighamChief
      Executive Officer andChief
      Financial Officer











15