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| EX-32.1 - QHY GROUP | e608275_ex32-1.htm |
| EX-31.1 - QHY GROUP | e608275_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Commission File Number: 001-34210
_______________________________
RHINO PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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33-1176182
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Number 01 Commercial Street
Kuntai International Center
Chaowai Road, Chaoyang District
Beijing, People’s Republic of China 100020
(Address of principal executive offices, including zip code)
(212) 561-3604
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each exchange on which registered
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None
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K 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. (Check one):
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Large accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
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Accelerated filer o
Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
As of June 30, 2010, the number of outstanding shares of the registrant's common stock held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was 447,600 shares. However, since there was no trading market for the common stock on that date, it is impracticable to ascertain the aggregate market value of those shares as of that date.
As of March 1, 2011, we had outstanding 3,809,600 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE: None
RHINO PRODUCTIONS, INC.
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PAGE NO
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PART I
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ITEM 1
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1
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ITEM 1A
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4
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ITEM 2
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8
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ITEM 3
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8
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PART II
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ITEM 5
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9
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ITEM 6
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9
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ITEM 7
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9
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ITEM 7A
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ITEM 8
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12
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ITEM 9
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12
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ITEM 9A
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12
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ITEM 9B
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14
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PART III
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ITEM 10
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15
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ITEM 11
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16
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ITEM 12
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ITEM 13
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ITEM 14
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19
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PART IV
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ITEM 15
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PART I
Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2011. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to the "Company," the "Registrant," "Rhino” "we," "our," “RPI,” and "us" refer to Rhino Productions, Inc.
General
Rhino Productions, Inc. was incorporated in the state of Nevada on October 16, 2007. Following our formation, our principal business objective was to provide cost effective, high quality coffee and wine products, accessories and related equipment for the discriminating consumer, at convenient locations to the discerning gourmet, the general public and all levels of consumers.
We are a development stage company that has not generated any revenue from operations since inception. We are a “shell company,” as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our Proposed Business Activities
We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict our discretion. This discussion of the proposed business is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.
We have no particular acquisition in mind and have not entered into any substantive negotiations regarding such an acquisition. Neither our officers nor any affiliate has engaged in any substantive negotiations with any representative of any company regarding the possibility of an acquisition or merger between our company and such other company. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in a transaction.
We are no longer pursuing our original business objective and will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire a venture which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
We believe that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the marketplace; (iii) ease of borrowing from financial institutions; (iv) improved stock trading efficiency; (v) shareholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market. We have not conducted market research and are not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
Target companies interested in a business combination with our company may include the following: (i) a company for whom a primary purpose of becoming public is the use of its securities for the acquisition of other assets or businesses; (ii) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (iii) a company which desires to become public with less dilution of its common stock than would occur upon an underwriting; (iv) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (v) a foreign company which may wish an initial entry into the United States securities market; or (vi) a company seeking one or more of the other mentioned perceived benefits of becoming a public company.
We anticipate seeking out a target business through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Such persons will have no relationship to our management.
The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.
A decision to participate in a specific business opportunity will be made based upon our analysis of the quality of the prospective business opportunity's management and personnel, assets, the anticipated acceptability of products or marketing concepts, the merit of a proposed business plan, and numerous other factors which are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.
In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors: (i) potential for growth, indicated by new technology, anticipated market expansion or new products; (ii) competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; (iii) strength and diversity of management, either in place or scheduled for recruitment; (iv) capital requirements and anticipated availability of required funds, to be provided by our company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; (v) the cost of participation by our company as compared to the perceived tangible and intangible values and potentials; (vi) the extent to which the business opportunity can be advanced; and (vii) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity. We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and shareholders of the company will no longer be in control of the company. In addition, our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our shareholders.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.
While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition as a "tax-free" reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.
We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants.
We are presently subject to all of the reporting requirements of the Exchange Act, including our obligation to file audited financial statements of any target business we may acquire as part of our Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) upon consummation of a merger or acquisition. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
Our company, based on our proposed business activities, is a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we are considered a "shell company," because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
Competition
We will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than us. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.
Employees
We presently have no employees. Ya Kun Song is our sole officer and director. Ya Kun Song is engaged in outside business activities and anticipates that she will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
We intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow for such employment. In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.
An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you may lose all or part of your investment in our company.
We are a development stage company and may never be able to effectuate our business plan.
As a development stage company we may not be able to successfully effectuate our business plan. There can be no assurance that we will ever achieve any revenues or profitability. We are not currently engaged in any revenue generating activities.
We require financing to acquire businesses and implement our business plan.
We may require financing to acquire businesses and to implement our business plan. We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired businesses in a profitable manner.
We expect losses in the future because we have no revenue.
As we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with operating our company. We are not currently engaged in any revenue generating activities and cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
If our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.
Since inception, we have had no revenues and incurred a cumulative net loss of $88,741 through December 31, 2010. These factors raise substantial doubt about our ability to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.
We do not have any agreement for a business combination or other transaction.
We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase of our shares will not be invested in a company with active business operations.
Our future success is highly dependent on the ability of management to locate and attract a suitable acquisition.
The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to us, would be desirable. In the event we complete a business combination the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.
There is competition for those private companies suitable for a merger transaction of the type contemplated by management.
We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
We have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire.
We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.
Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.
While seeking a business combination, Ya Kun Song, our sole officer and director, anticipates devoting very limited time to our affairs. Ms. Song has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.
We are dependent on the services of Ya Kun Song, our sole officer and director, to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of the services of Ya Kun Song could have a substantial adverse effect on us.
The expansion of our business will be largely contingent on our ability to retain Ya Kun Song, our sole officer and director, upon whom we will rely to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition candidates and to attract and retain highly qualified corporate and operations level management team. The loss of the services of Ya Kun Song could have a substantial adverse effect on us.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.
Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
We may be subject to further government regulation which would adversely affect our operations.
Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the "Investment Company Act"), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.
Any potential acquisition or merger with a foreign company may subject us to additional risks.
If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.
If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our business and the trading price of our common stock.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. Compliance with Section 404 requires that we strengthen, assess and test our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that the measures we undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors' confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Bulletin Board, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.
Since our principal stockholder beneficially owns a majority of our outstanding of common stock, and together with two other stockholders in the aggregate own beneficially over 90% of our outstanding shares, you will not have the ability to determine the outcome of matters requiring stockholder approval, including the acquisition of a target business.
Our principal stockholder, which is controlled by our sole officer and director, owns 52.50% of the outstanding shares of our common stock, and two other stockholders beneficially own in the aggregate an additional 38% of our outstanding shares of common stock. As a result, you will not have the ability to determine the outcome of matters requiring the approval of stockholders, including: (a) election of our board of directors; (b) removal of any of our directors; (c) amendments to our Articles of Incorporation or bylaws; (d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us, or (e) other significant corporate transactions, including the acquisition of a target business.
Trading in our shares of common stock is limited, and will not improve unless we become profitable and secure more active market makers.
There is a limited trading market for our common stock. There can be no assurance that a regular trading market for our securities will continue to develop or that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in response to announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse affect on the stock's future liquidity.
Under our Articles of Incorporation, our Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stock holders and with the ability to adversely affect stockholder voting power and perpetuate the board's control over the Company.
Our Board of Directors by resolution may authorize the issuance of up to 5,000,000 shares of preferred stock in one or more series with such limitations and restrictions as it may determine, in its sole discretion, with no further authorization by security holders required for the issuance of such shares. The Board may determine the specific terms of the preferred stock, including: designations; preferences; conversions rights; cumulative, relative; participating; and optional or other rights, including: voting rights; qualifications; limitations; or restrictions of the preferred stock.
The issuance of preferred stock may adversely affect the voting power and other rights of the holders of common stock. Preferred stock may be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make removal of management more difficult. As a result, the Board of Directors' ability to issue preferred stock may discourage the potential hostile acquirer, possibly resulting in beneficial negotiations. Negotiating with an unfriendly acquirer may result in terms more favorable to us and our stockholders. Conversely, the issuance of preferred stock may adversely affect the market price of, and the voting and other rights of the holders of the common stock. We presently have no plans to issue any preferred stock.
We may, in the future, issue additional shares of common stock, which would reduce investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 70 million shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
Our common stock is subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because we do not intend to pay any cash dividends on our common stock, our shareholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.
We do not own any real property. Our mailing address is Number 01 Commercial Street, Kuntai International Center, Chaowai Road, Chaoyang District, Beijing, People’s Republic of China 100020.
There are no pending legal proceedings to which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.
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ITEM 5
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Market Information
Our common stock is quoted on the OTCQB under the symbol "RNPR." However, given the limited number of record holders and the fact that we are a "shell company" (as defined in Rule 12b-2 under the Exchange Act), trading has been limited and quotations sporadic.
Record Holders
On March 25, 2011 we had 40 holders of record of our common stock.
Dividends
We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
Sales of Unregistered Securities
We did not issue or sell any unregistered securities during the fiscal year ended December 31, 2010.
Purchases of Our Equity Securities
Neither we nor any of our affiliates purchased any equity securities from our stockholders during the fiscal year ended December 31, 2010.
This item does not apply to smaller reporting companies.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. The matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, and Section 27A of the Securities Act, which involve risks and uncertainties. All statements other than statements of historical information provided herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors " and elsewhere in this report and the risks discussed in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof.
Introduction
We were incorporated under Nevada law on October 12, 2007. Following our formation, our principal business objective was to provide cost effective, high quality coffee and wine products, accessories and related equipment for the discriminating consumer, at convenient locations to the discerning gourmet, the general public and all levels of consumers eager to expand their interest in fine coffee and wine.
We are a development stage company that has not generated any revenue from operations since inception. We are a “shell company” (as that term is defined in Rule 12b-2 under the Exchange Act).
Plan of Operations
We are no longer pursuing our original business objective and will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.
We expect that we will need to raise funds in order to effectuate our business plan. We will seek to establish or acquire businesses or assets with funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.
We have had no revenues from inception through December 31, 2010. We had a cumulative net loss from inception through December 31, 2009 of $55,883, and a cumulative net loss from inception through December 31, 2010 of $88,741. The increase in the cumulative net loss through December 31, 2010 as compared to December 31, 2009, was attributable to $32,858 in 2010, as compared to $35,056 in 2009. We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our shareholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
Financial Condition
Our auditor's going concern opinion for the year ended December 31, 2010 and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet limited operating expenses. We do not have sufficient cash or other material assets nor do we have sufficient operations or an established source of revenue to cover our operational costs that would allow us to continue as a going concern.
Since we have had no operating history nor any revenues or earnings from operations, with no significant assets or financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity and consummate such a business combination.
We are dependent upon our principal stockholder and officer to meet any de minimis costs that we may incur.
Liquidity and Capital Resources
As of December 31, 2010, we had a stockholders’ deficit of $33,837, as compared to a deficit of $2,688 as of December 31, 2009.
A stockholder of the Company advanced funds totaling $30,556 and $19,125 during 2010 and 2009, respectively, for expenses of the Company. All of the funds provided by the stockholder in 2009 and $1,709 of the funds provided in 2010 were in the form of capital contributed to the Company. Of the funds provided in 2010, $28,847 was in the form of a non-interest bearing note payable on demand to the stockholder by the Company.
The capital requirements relating to the acquisition of an operating business may be significant.
Management plans to rely on the proceeds from a debt or equity financing and the sale of shares held by it to finance its ongoing operations. During 2011, we intend to continue to seek additional capital in order to meet our cash flow and working capital. There is no assurance that we will be successful in achieving any such financing or raise sufficient capital to fund our operations and further development. We cannot assure you that financing will be available to us on commercially reasonable terms, if at all. If we are not successful in sourcing significant additional capital in the near future, we will be required to significantly curtail or cease ongoing operations and consider alternatives that would have a material adverse affect on our business, results of operations and financial condition.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.
The following critical accounting policies affect our more significant estimates and assumptions used in preparing our financial statements.
Our financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. Our financial statements do not include any adjustments to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Going Concern
The nature of our financial status makes us lack the characteristics of a going concern. This is because the Company, due to its financial condition, may have to seek loans or the sale of its securities to raise cash to meet its cash needs. We have no revenue and no significant amount of cash. The level of current operations does not sustain our expenses and we have no commitments for obtaining additional capital. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Recently Implemented Standards
During 2010, the FASB issued 29 Accounting Standards Codification Updates and through March 31, 2011 has issued one further Update. The Company has reviewed these Updates and determined that, to the extent appropriate, the guidance in these Updates is already reflected in our financial statements or does not apply to our operations. Management does not anticipate that those Updates that do not require adoption until a future date will have any material effect on our financial statements.
This item does not apply to smaller reporting companies.
Our financial statements appear beginning on page F-1, immediately following the signature page of this report.
a) Dismissal of Principal Accountant
As reported by Rhino Productions, Inc. (the “Company”) in its Current Report on Form 8-K filed on May 12, 2010 (the “Form 8-K”), by letter dated May 10, 2010, the Company dismissed Kyle L. Tingle, CPA, LLC as the independent registered public accounting firm for the Company.
In connection with the audit of the financial statements of the Company for the fiscal years ended December 31, 2008 and 2009 and through the date of the Form 8-K: (i) there were no disagreements between the Company and Kyle L. Tingle, CPA, LLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Kyle L. Tingle, CPA, LLC, would have caused Kyle L. Tingle, CPA, LLC to make reference to the subject matter of the disagreement in its report on the Company's financial statements for such year or during the interim period through the date of the Form 8-K, and (ii) there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Kyle L. Tingle, CPA, LLC with a copy of the disclosures in the Form 8-K and requested that Kyle L. Tingle, CPA, LLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Kyle L. Tingle, CPA, LLC agrees with the Company's statements in Item 4.01(a) of the Form 8-K. A copy of the letter furnished by Kyle L. Tingle, CPA, LLC in response to that request was filed on May 18, 2010 by amendment to the Form 8-K.
(b) Engagement of Principal Accountant
As previously reported in the Form 8-K, on May 10, 2010, we engaged Child Van Wagoner & Bradshaw, PLLC as our registered independent public accountants for the fiscal year ending December 31, 2010. The decision to engage Child Van Wagoner & Bradshaw, PLLC was approved by the Board of Directors of the Company on May 10, 2010.
During the Company's two most recent fiscal years ended December 31, 2009 and 2008 and through the date of the Form 8-K, the Company did not consult with Child Van Wagoner & Bradshaw, PLLC on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and Child Van Wagoner & Bradshaw, PLLC did not provide either a written report or oral advice to the Company that Child Van Wagoner & Bradshaw, PLLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Disclosure Controls and Procedures
Management of Rhino Productions, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Ya Kun Song. Based on her evaluation of our disclosure controls and procedures, she concluded that during the period covered by this report, such disclosure controls and procedures were not effective. This was due to our status as a shell company and our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Our management, which assumed control of our company in December 2009 following the acquisition of a controlling interest by Vast Glory Holdings Limited, assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, our Chief Executive Officer and Chief Financial Officer, Ya Kun Song, concluded that our internal controls over financial reporting were not effective as of December 31, 2010. In particular, our controls over financial reporting were not effective in the specific areas described in the “Evaluation of Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of December 31, 2010 our Chief Executive Officer/Chief Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Not having such policies and procedures in place amounts to a material weakness in the Company’s internal controls over its financial reporting processes.
• Representative with Financial Expertise — For the year ended December 31, 2010, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Our chief executive officer also serves as our chief financial officer. All of our financial reporting is carried out by one individual, and we do not have an audit committee. Our board of directors consists of one individual, who serves as our chief executive officer and chief financial officer. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes due to limiting staffing. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
|
·
|
Rhino Productions will create and refine a structure in which critical accounting policies and estimates are identified and, together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. We also intend to develop, implement and document policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.
|
|
|
·
|
As soon as our finances allow, Rhino Productions will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.
|
We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2010 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
|
ITEM 10
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Ya Kun Song, age 47, is our sole director and officer. She serves as our Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer. Ya Kun Song has been President of Heng Yuan Investment Company since 2005.
All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified, or their earlier death, resignation or removal. All officers are appointed annually by the board of directors and, subject to any existing employment agreement, serve at the discretion of the board. Currently, directors receive no compensation.
We do not have audit, nominating or compensation committees. We have only one director who also is our President, and therefore is not "independent" within the meaning of Rule 10A-3 under the Exchange Act. We intend to initiate a search of suitable candidates to expand the size of, and include "independent" individuals on, our Board and adopt an ethics policy. At this time, given our limited activities and since our common stock is quoted on the OTC Bulletin Board, the Board has no plans or need to establish an audit committee with a financial expert or a compensation committee to determine guidelines for determining the compensation of its executive officers or directors, who currently serve without compensation. For similar reasons, we have not adopted a written policy for considering recommendations from shareholders for candidates to serve as directors or with respect to communications from shareholders. We are seeking independent board members. We have not yet retained independent board members to form an audit committee.
Ya Kun Song, our sole director, does not satisfy the criteria of an "Audit Committee Financial Expert."
Conflicts of Interest
Ya Kun Song, our sole director and officer, is associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in her acting as an officer and director of our company. Insofar as Ya Kun Song is engaged in other business activities, we anticipate that she will devote only a minor amount of time to our affairs.
Our officers and directors are now and may in the future become shareholders, officers or directors of other companies which may be engaged in business activities similar to those conducted by us. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on our behalf or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. We do not currently have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to our proposed business operations.
Our officers and directors are, so long as they are officers or directors of our company, subject to the restriction that all opportunities contemplated by our plan of operations which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director.
We have not adopted any other conflict of interest policy with respect to such transactions.
Compensation of Directors
During the fiscal year ended December 31, 2010, we did not pay or accrue for any individual serving as a member of our Board of Directors, and our directors did not earn, any fees for serving as a member of our Board of Directors. The following table sets forth certain information regarding the compensation paid to our directors during the fiscal year ended December 31, 2010.
DIRECTOR COMPENSATION
|
Name
(a)
|
Fees
Earned
or Paid
in Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive
Plan Compensation
($)
(e)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
(f)
|
All
Other
Compensation
($)
(g)
|
Total
($)
(j)
|
|||||||
|
Ya Kun Song (1)
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
|||||||
____
|
(1)
|
Ya Kun Song has been our sole director since December 9, 2009.
|
Corporate Governance
Compliance with Section 16(a) of the Exchange Act
Section 16 of the Securities Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file various reports with the SEC concerning their holdings of, and transactions in, our securities. Copies of these filings must be furnished to us.
Based on a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that during 2010 all of our officers, directors and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.
Since inception, we have not paid or accrued any compensation for our chief executive officer or any other executive officer and we have not entered into an employment or consulting agreement with any of our directors or executive officers. We have not granted any equity-based compensation, awards or stock options to our chief executive officer or any other executive officer. We do not have any retirement, pension, profit sharing or stock option plans or insurance or medical reimbursement plans covering our officers and directors. No value has been assigned to any of the services performed by our officers (employees) and no compensation will be awarded to, earned by, or paid to these officers.
We have not granted any equity-based compensation, awards or stock options to our chief executive officer or any other executive officer.
Summary Compensation Table
The following table sets forth information concerning the compensation paid or earned for the periods indicated for services rendered to our company in all capacities by, the individuals who served as our chief executive officer during the fiscal years ended December 31, 2010 and 2009.
SUMMARY COMPENSATION TABLE
|
Name and
principal
position
(a)
|
Year
(b)
|
Salary
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive
Plan
Compensation
($)
(g)
|
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
|
All Other
Compensation
($)
(i)
|
Total
(j)
|
|||||||||
|
Ya Kun Song(1)
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||
_____
|
(1)
|
Ya Kun Song has been our President, Chief Executive and Financial Officer and a Director since December 9, 2009.
|
Stock Options
Ya Kun Song was not granted any stock options nor did she receive any other equity award during 2010 or hold any outstanding options to purchase shares of our common stock as of December 31, 2010.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
The following table sets forth, as of March 15, 2011, the number of shares of our common stock beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our company, and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Each beneficial owner's percentage ownership is determined by assuming that options or warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date of this report have been exercised. Except as noted below, each person has sole voting and investment power. As of March 1, 2011, we had outstanding 3,809,600 shares. The address of each of the persons listed below is Number 01 Commercial Street, Kuntai International Center, Chaowai Road, Chaoyang District, Beijing, People’s Republic of China 100020.
|
Name and address
of beneficial owner
|
Amount and Nature
of beneficial ownership
|
Percent of class*
|
||
|
Owners of More than 5%:
|
||||
|
Vast Glory Holdings Limited
|
2,000,000
|
52.50%
|
||
|
Sage Explorer Holding Limited
|
1,000,000
|
26.25%
|
||
|
Rui Mai (1)
|
1,000,000
|
26.25%
|
||
|
Chun Ying Cui
|
450,000
|
11.81%
|
||
|
Directors and officers:
|
||||
|
Ya Kun Song (2)
|
2,000,000
|
52.50%
|
||
|
All directors and officers as a group
|
2,000,000
|
52.50%
|
_____
|
(1)
|
Rui Mai is the president and sole shareholder of Sage Explorer Holding Limited and has sole voting and dispositive power with respective to the shares owned by Sage Explorer Holding Limited.
|
|
|
(2)
|
Ya Kun Song is the president and sole shareholder of Vast Glory Holdings Limited and has sole voting and dispositive power with respective to the shares owned by Vast Glory Holdings Limited.
|
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of December 31, 2010.
|
(c)
|
||||||
|
Number of securities
|
||||||
|
(a)
|
remaining available
|
|||||
|
Number of
|
(b)
|
for future issuance
|
||||
|
securities to be
|
Weighted-average
|
under equity
|
||||
|
issued upon
|
exercise price of
|
Compensation
|
||||
|
exercise of
|
outstanding options
|
plans (excluding
|
||||
|
outstanding
|
under equity
|
securities reflected in
|
||||
|
Plan Category
|
options
|
compensation plans
|
column (a))
|
|||
|
Equity compensation
|
||||||
|
plan approved by
|
||||||
|
security holders
|
None
|
--
|
None
|
|||
|
Equity compensation
|
||||||
|
plans not approved by
|
||||||
|
security holders
|
None
|
--
|
None
|
|||
|
Total
|
None
|
--
|
None
|
|||
There have not been any transactions required to be reported under this item since January 1, 2009.
Director Independence
Ya Kun Song , our President, Chief Executive and Financial Officer, is our sole director, and therefore is not "independent", as that term is defined by Rule 10A-3 under the Exchange Act.
The following is a summary of the fees billed to us for professional services rendered by Child Van Wagoner & Bradshaw, PLLC, our registered independent public accountants for the fiscal year ended December 31, 2010 and by Kyle L Tingle, CPA, LLC, our former registered independent public accountant for the fiscal year ended December 31, 2009, respectively:
|
Fiscal year ended December 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Audit Fees
|
$
|
10,425
|
$
|
15,025
|
||||
|
Audit Related Fees
|
$
|
0
|
$
|
0
|
||||
|
Tax Fees
|
$
|
500
|
$
|
0
|
||||
|
All Other Fees
|
$
|
0
|
$
|
0
|
||||
Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees".
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.
All Other Fees. Consists of fees for product and services other than the services reported above.
Board of Directors' Pre-Approval Policies
Our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.
Our Board of Directors has reviewed our audited financial statements contained in our Annual Report on Form 10-K for the 2010 fiscal year. The Board of Directors also has been advised of the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements.
Our Board of Directors has received the written disclosures and the letter from Child, Van Wagoner & Bradshaw, PLLC , required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has considered the independence of Child, Van Wagoner & Bradshaw, PLLC, from our company.
Our Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2010 fiscal year for filing with the SEC.
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
(a)
|
The following documents have been filed as a part of this Annual Report on Form 10-K.
|
|
1.
|
Financial Statements
Period Ended 12/31/2010
|
|
Page
|
||
|
Reports of Independent Registered Public Accounting Firms
|
F-3
|
|
|
Balance Sheets
|
F-5
|
|
|
Statements of Operations
|
F-6
|
|
|
Statements of Stockholders' Equity (Deficit)
|
F-7
|
|
|
Statements of Cash Flows
|
F-8
|
|
|
Notes to Financial Statements
|
F-9 - F-13
|
|
2.
|
Financial Statement Schedules.
|
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
|
3.
|
Exhibits.
|
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
EXHIBIT
|
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles of Incorporation are incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1/A (Amendment No. 1), filed and declared effective on March 14, 2008.
|
|
3.2
|
By-Laws are incorporated herein by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1/A (Amendment No. 1), filed and declared effective on March 14, 2008.
|
|
16.1
|
Letter dated May 12, 2010 from Kyle L. Tingle, CPA, LLC to the Commission, incorporated herein by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K/A filed on May 18, 2010.
|
|
31.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
|
|
32.1
|
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
RHINO PRODUCTIONS, INC.
|
|||
|
Date: April 12, 2011
|
By:
|
/s/ Ya Kun Song
|
|
|
Ya Kun Song
President
Chief Executive Officer
Chief Financial Officer
(Principal Executive and Financial Officer)
|
|||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 12, 2011.
|
Signature
|
Title
|
|
President, Chief Executive Officer, Chief Financial
|
|
|
/s/ Ya Kun Song
|
Officer, and a Director (Principal Executive and
|
|
Ya Kun Song
|
Financial Officer)
|
RHINO PRODUCTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
Financial Statements
December 31, 2010 and 2009
RHINO PRODUCTIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
Financial Statements
December 31, 2010 and 2009
TABLE OF CONTENTS
|
Page(s)
|
|
|
Reports of Independent Registered Accounting Firms
|
F-3
|
|
Balance Sheets as of December 31, 2010 and 2009
|
F-5
|
|
Statements of Operations for the years ended December 31, 2010 and 2009 and the period of October 16, 2007 (inception) to December 31, 2010
|
F-6
|
|
Statement of Changes in Stockholders' Equity (Deficit) cumulative from October 16, 2007 (inception) to December 31, 2010
|
F-7
|
|
Statements of Cash Flows for the years ended December 31, 2010 and 2009 and the period of October 16, 2007 (inception) to December 31, 2010
|
F-8
|
|
Notes to Financial Statements
|
F-9 - F-13
|
Officers and Directors
Rhino Productions, Inc.
We have audited the accompanying balance sheet of Rhino Productions, Inc. ( a Development Stage Enterprise) as of December 31, 2010 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and for the period from October 16, 2007 (inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rhino Productions, Inc. as of December 31, 2010 and the results of its operations, and its cash flows for the year then ended, and for the period from October 16, 2007 (inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operation, has a liquidity problem, and requires funds for its operational activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 6, 2011
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Rhino Productions, Inc.
We have audited the accompanying balance sheet of Rhino Productions, Inc. (A Development Stage Enterprise) as of December 31, 2009 and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended and the period October 16, 2007 (inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rhino Productions, Inc. (A Development Stage Enterprise) as of December 31, 2009 and the results of its operations and cash flows for the year then ended and the period October 16, 2007 (inception) through December 31, 2009, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kyle L. Tingle, CPA, LLC
Kyle L. Tingle, CPA, LLC
April 21, 2010
Las Vegas, Nevada
3145 E. Warm Springs Road • Suite 450 • Las Vegas, Nevada 89120 • PHONE: (702) 450-2200 • FAX: (702) 436-4218
E-MAIL: ktingle@kyletinglecpa.com
F-4
|
RHINO PRODUCTIONS, INC.
|
|
(A Development Stage Enterprise)
|
|
Balance Sheets
|
|
December 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 1 | $ | 1 | ||||
|
Advances
|
12,810 | - | ||||||
|
Total current assets
|
12,811 | 1 | ||||||
|
Total assets
|
$ | 12,811 | $ | 1 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable
|
$ | 17,801 | $ | 2,689 | ||||
|
Shareholder loan
|
28,847 | - | ||||||
|
Total current liabilities
|
46,648 | 2,689 | ||||||
|
Stockholders' Deficit
|
||||||||
|
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding
|
- | - | ||||||
|
Common stock, $0.001 par value; 70,000,000 shares authorized, 3,809,600 shares issued and outstanding at December 31, 2010 and 2009
|
3,810 | 3,810 | ||||||
|
Additional paid in capital
|
51,094 | 49,385 | ||||||
|
Deficit accumulated during the development stage
|
(88,741 | ) | (55,883 | ) | ||||
|
Total stockholders' deficit
|
(33,837 | ) | (2,688 | ) | ||||
|
Total liabilities and stockholders' deficit
|
$ | 12,811 | $ | 1 | ||||
See accompanying notes to financial statements.
|
RHINO PRODUCTIONS, INC.
|
||||||||||||
|
(A Development Stage Enterprise)
|
||||||||||||
|
Statements of Operations
|
||||||||||||
|
For the period from
October 16, 2007 (inception) to December 31, 2010 |
||||||||||||
|
Year ended December 31,
|
||||||||||||
|
2010
|
2009
|
|||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Expenses
|
||||||||||||
|
Professional fees and other
|
32,858 | 35,056 | 88,741 | |||||||||
|
Total expenses
|
32,858 | 35,056 | 88,741 | |||||||||
|
Net loss
|
$ | (32,858 | ) | $ | (35,056 | ) | $ | (88,741 | ) | |||
|
Basic and diluted loss per common share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Weighted average shares outstanding
|
3,809,600 | 2,671,629 | ||||||||||
See accompanying notes to financial statements.
|
RHINO PRODUCTIONS, INC
|
|
(A Development Stage Enterprise)
|
|
Statement of Changes in Stockholders' Equity (Deficit)
|
|
For the Period of October 16, 2007 (Inception) to December 31, 2010
|
|
Common Stock
|
Additional
Paid-In |
Subscriptions
|
Accumulated
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
receivable
|
Deficit
|
Total
|
|||||||||||||||||||
|
Balance, October 16, 2007 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||
|
Issuance of common stock for cash
|
2,350,000
|
2,350
|
3,000
|
-
|
-
|
5,350
|
||||||||||||||||||
|
Net loss, December 31, 2007
|
-
|
-
|
-
|
-
|
(4,800
|
)
|
(4,800
|
)
|
||||||||||||||||
|
Balance, December 31, 2007
|
2,350,000
|
2,350
|
3,000
|
-
|
(4,800
|
)
|
550
|
|||||||||||||||||
|
Issuance of common stock for cash
|
134,750
|
135
|
13,340
|
-
|
-
|
13,475
|
||||||||||||||||||
|
Issuance of common stock for subscription receivable
|
2,000
|
2
|
198
|
(200
|
)
|
-
|
-
|
|||||||||||||||||
|
Net loss, December 31, 2008
|
-
|
-
|
-
|
(16,027
|
)
|
(16,027
|
)
|
|||||||||||||||||
|
Balance, December 31, 2008
|
2,486,750
|
2,487
|
16,538
|
(200
|
)
|
(20,827
|
)
|
(2,002
|
)
|
|||||||||||||||
|
Collection of subscription receivable
|
-
|
-
|
-
|
200
|
-
|
200
|
||||||||||||||||||
|
Issuance of common stock for cash
|
1,202,850
|
1,203
|
20,967
|
-
|
-
|
22,170
|
||||||||||||||||||
|
Issuance of common stock for services
|
120,000
|
120
|
11,880
|
-
|
-
|
12,000
|
||||||||||||||||||
|
Net loss, December 31, 2009
|
-
|
-
|
-
|
-
|
(35,056
|
)
|
(35,056
|
)
|
||||||||||||||||
|
Balance, December 31, 2009
|
3,809,600
|
3,810
|
49,385
|
-
|
(55,883
|
)
|
(2,688
|
)
|
||||||||||||||||
|
Shareholder’s contribution
|
-
|
-
|
1,709
|
-
|
-
|
1,709
|
||||||||||||||||||
|
Net loss, December 31, 2010
|
- | - | - | - | (32,858 |
)
|
(32,858 |
)
|
||||||||||||||||
|
Balance, December 31, 2010
|
3,809,600 | $ | 3,810 | $ | 51,094 | $ | - | $ | (88,741 |
)
|
(33,837 |
)
|
||||||||||||
See accompanying notes to financial statements.
|
RHINO PRODUCTIONS, INC.
|
||||||||||||
|
(A Development Stage Enterprise)
|
||||||||||||
|
Statements of Cash Flows
|
||||||||||||
|
For the period of
October 16, 2007 (inception) to December 31, 2010 |
||||||||||||
|
Year ended December 31,
|
||||||||||||
|
2010
|
2009
|
|||||||||||
|
Cash flows from operating activities
|
||||||||||||
|
Net loss
|
$ | (32,858 | ) | $ | (35,056 | ) | $ | (88,741 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Common stock issued for services
|
- | 12,000 | 12,000 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Advances
|
(12,810 | ) | - | (12,810 | ) | |||||||
|
Accounts payable
|
15,112 | (11 | ) | 17,801 | ||||||||
|
Net cash used in operating activities
|
(30,556 | ) | (23,067 | ) | (71,750 | ) | ||||||
|
Net cash used in investing activities
|
- | - | - | |||||||||
|
Cash flows from financing activities
|
||||||||||||
|
Proceeds from shareholder loan
|
28,847 | 19,125 | 50,732 | |||||||||
|
Collection of subscription receivable
|
- | 200 | - | |||||||||
|
Shareholder contribution
|
1,709 | - | 1,709 | |||||||||
|
Proceeds from sale of stock
|
- | 285 | 19,310 | |||||||||
|
Net cash provided by financing activities
|
30,556 | 19,610 | 71,751 | |||||||||
|
Net (decrease) increase in cash
|
- | (3,457 | ) | 1 | ||||||||
|
Cash at beginning of period
|
1 | 3,458 | - | |||||||||
|
Cash at end of period
|
$ | 1 | $ | 1 | $ | 1 | ||||||
|
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||||||
|
Conversion of shareholder loan for 1,200,000 common shares
|
$ | - | $ | 21,885 | $ | 21,885 | ||||||
|
Common stock issued for professional services
|
$ | - | $ | 12,000 | $ | 12,000 | ||||||
|
Supplemental Cash Flow Information:
|
||||||||||||
|
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
See accompanying notes to financial statements.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2010 and 2009
Note 1 – Nature of Business
Rhino Productions, Inc. (“Company”) was organized October 16, 2007 under the laws of the State of Nevada for the purpose of providing cost effective, high quality coffee and wine products, accessories and related equipment. The Company currently has no operations nor has it realized revenues from its planned principal business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” 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 December 31, 2010 or 2009.
Income taxes
The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Share Based Expenses
FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, and may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2010 and 2009
Note 2 – Significant Accounting Policies (continued)
Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Recently Implemented Standards
During 2010, the FASB issued 29 Accounting Standards Codification Updates and through March 31, 2011 has issued one further Update. The Company has reviewed these Updates and determined that, to the extent appropriate, the guidance in these Updates is already reflected in our financial statements or does not apply to our operations. Management does not anticipate that those Updates that do not require adoption until a future date will have any material effect on our financial statements.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2010 and 2009
Note 3 – Advance
The Advance of $12,810 that was outstanding as of December 31, 2010 represents funds advanced by a shareholder to a representative of the Company in order to make future disbursements on behalf of the Company. See Note 4.
Note 4 – Shareholder Loan
The Shareholder Loan of $28,847 that was outstanding as of December 31, 2010 represents funds provided to the Company by a shareholder of the Company. This loan is non-interest bearing and payable on demand.
Note 5 – Stockholders’ Equity(Deficit)
Preferred stock
The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.001. The Company has no preferred stock issued or outstanding.
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 $0.001 par value common stock in consideration of $5,350 in cash. During the year ended December 31, 2008, the Company issued 134,750 shares of its common stock for $13,475 of cash. Also during the year ended December 31, 2008, the Company issued 2,000 shares of common stock for a $200 subscription receivable which was collected in January 2009. During the year ended December 31, 2009, the Company issued 2,850 shares of common stock for $285 in cash and 120,000 shares of common stock for $12,000 of professional services. In conjunction with a change in control of the Company, the former officer received 1,200,000 shares of common stock in lieu of $21,885 in officer loans advanced to the Company. The total common shares issued and outstanding at December 31, 2010 and 2009 were 3,809,600, respectively.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC 260, “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 average 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 2010 or 2009 and since inception. As of December 31, 2010 and 2009 and since inception, the Company had no dilutive potential common shares.
Note 6 – 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. 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 carryforwards, 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 carryforward period.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2010 and 2009
Note 6 – Income Taxes (continued)
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended December 31, 2010 and 2009, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns have been appropriately filed by the Company.
|
Income tax provision at the federal statutory rate
|
35
|
%
|
||
|
Effect of operating losses
|
(35
|
%)
|
||
|
-
|
%
|
Net deferred tax assets consist of the following:
|
2010
|
2009
|
|||||||
|
Net operating loss carry forward
|
$
|
30,746
|
$
|
19,559
|
||||
|
Valuation allowance
|
(30,746
|
)
|
(19,559
|
)
|
||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
A reconciliation of income taxes computed at the statutory rate is as follows:
|
2010
|
2009
|
Since
Inception
|
||||||||||
|
Tax at statutory rate (35%)
|
$
|
11,500
|
$
|
12,270
|
$
|
31,059
|
||||||
|
Increase in valuation allowance
|
(11,500
|
) |
(12,270
|
)
|
(31,059
|
)
|
||||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
$
|
-
|
The Company did not pay any income taxes during the years ended December 31, 2010 or 2009.
The net federal operating loss carry forward will expire from 2027 through 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Note 7 – 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.
RHINO PRODUCTIONS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2010 and 2009
Note 7 – Related Party Transactions (Continued)
The Company has received loans from a shareholder totaling $50,732 since inception. Of this amount, $28,847, $19,125 and $2,760 were received during the years ended December 31, 2010, 2009 and 2008, respectively. The shareholder received 1,200,000 shares of common stock in satisfaction of the shareholder loans made in 2009 and 2008. The loans made in 2009 and 2008 bore a 0% interest rate during the period they were due. Imputed interest has been considered but was determined to be immaterial to the financial statements.
Note 8 – Warrants and Options
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
Note 9 – Subsequent Events
The Company has evaluated subsequent events through the date the financial statements were issued, and determined there are no events to disclose.
F-13