Rhino Outdoor International, Inc.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
RHINO
OUTDOOR INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
65-1000634
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
1191
Center Point Drive, Henderson,
NV
|
89704
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Consultants
and Advisers
2007
Compensation Plan
(Full
title of the plan)
Jeff
Criswell
Rhino
Outdoor International, Inc.
1191
Center Point Drive
Henderson,
NV 89704
(Name,
address, and telephone number of agent for service)
Copies
to:
Robert
C. Laskowski, Esq.
520
SW Yamhill, Suite 600
Portland,
Oregon 97204
(503)
241-0780
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share
(2)
|
Proposed
maximum aggregate offering price
(2)
|
Amount
of registration fee
(3)
|
Common
Stock,
par
value $0.001 per share
|
7,500,000
shares
|
$0.13
|
$975,000
|
$104.33
|
(1) This
filing registers 7,500,000 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”),reserved for issuance pursuant to the
Company’s 2007 Compensation Plan for consultants and advisers.
(2) Estimated
solely for purposes of calculating the registration fee in accordance with
the
Securities Act of 1933, as amended, based on the closing price for the Common
Stock in the over-the-counter market on March 12, 2007.
(3) Calculated
in accordance with Section 6(b) of the Securities Act of 1933, as amended (the
“Act”), and Securities and Exchange Commission (“SEC”) Rule 457(h) promulgated
under the Act.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information
required by Part I is permitted to be omitted.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by Company with the SEC are incorporated by reference
in this registration statement:
|
(a)
|
Company's
annual report on Form 10-KSB for year ended December
31, 2005 and the Company’s quarterly report on Form 10-QSB for the period
ended September 30, 2006, filed pursuant to Section 13(a) or 15(d)
of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”);
|
|
(b)
|
All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act
since the end of the year covered by the annual report referred to
in (a)
above.
|
All
documents filed by the Company subsequent to those listed in Item 3(a)-(b)
above
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregis-ters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to
be a part hereof from the date of filing of such documents.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
The
Nevada Business Corporation Act (“Corporation
Act”) permits
the indemnification of directors, officers employees and agents of the Company.
The Company’s Articles of Incorporation and Bylaws provide that the Company
shall indemnify its officers and directors to the fullest extent permitted
by
the Corporation Act. An officer or director is generally not entitled to
indemnification: (i) in connection with any proceeding charging improper
personal benefit to the officer or director in which the officer or director
is
adjudged liable on the basis that personal benefit was improperly received;
or
(ii) in connection with any proceeding initiated by such person against Company,
its directors, officers, employees, or other agents.
Insofar
as the indemnification for liabilities arising under the Securities Act of
1933
(“Act”)
is
permitted to directors, officers and persons controlling the Company pursuant
the foregoing provisions, the Company has been informed that in the opinion
of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
applicable
Item
8. Exhibits.
The
exhibits listed in the index to exhibits, which appears on page 7 hereof, are
filed as part of this registration statement.
Item
9. Undertakings.
|
A.
|
The
undersigned registrant hereby
undertakes:
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
|
|
|
(a)
|
To
include any prospectus required by section 10(a)(3) of the
Act;
|
|
|
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(b)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereto) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement;
|
|
|
|
(c)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration state-ment or any material
change to such information in the regis-tration
statement;
|
|
|
|
provided,
however, that paragraphs A(1)(a) and A(1)(b) do not apply if the
information required to be included in a post-effective amendment
by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are
incorporated by reference in the registration
statement.
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Act, each
such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of
such securities at that time shall be deemed to be the initial bona
fide
offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the term-ination
of the
offering.
|
|
B.
|
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the registrant's annual
report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
|
|
C.
|
Insofar
as indemnification for liabilities arising under the Act may be permitted
to directors, officers, and controlling persons of the registrant
pursuant
to the above-referenced provisions, or otherwise, the registrant
has been
advised that in the opinion of the SEC such indemnification is against
public policy as expressed
|
in
the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person
in
connection with the securities being registered, the registrant will, unless
in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Act, as amended, the registrant certifies that it
has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on
its
behalf by the undersigned,
there-unto
duly authorized, in Henderson, Nevada on March 13, 2007.
Rhino,
INC.
By:
|
/s/
Jeff
Criswell
Jeff
Criswell
President
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS that each person whose signature appears below hereby
constitutes and appoints Jeff Criswell as his true and lawful attorney-in-fact
and agent, with full power of sub-stitution for him in any and all capacities,
to sign any and all amendments or post-effec-tive amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the SEC, granting unto each such
attorney and agent full power and authority to do any and all acts and things
necessary or advisable in connection with such matters, and hereby ratifying
and
confirming all that each such attorney and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Act, this registration statement has been signed
by
the following persons in the capacities and on the date(s)
indicated:
Principal
Executive Officer and Director
|
Date:
|
|
|
/s/
Jeff
Criswell
Jeff
Criswell
President
|
March
13, 2007
|
|
|
Secretary
and Director
|
|
|
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/s/
Walter
Tatum
Walter
Tatum
|
March
13, 2007
|
|
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Directors:
|
|
|
|
/s/
Walter
Tatum
Walter
Tatum
|
March
13, 2007
|
|
|
/s/
Jeff
Criswell
Jeff
Criswell
|
March
13, 2007
|
|
|
/s/
August A. DeAngelo, II
August
A. DeAngleo, II
|
March
13, 2007
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INDEX
TO
EXHIBITS
Exhibit
Number (1)
|
Exhibit
|
Page
|
|
|
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5.1
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Opinion
of Robert C. Laskowski, Esq.
(regarding
legality)
|
7
|
23.1
|
Consent
of Robert C. Laskowski, Esq.
(included
in Exhibit 5.1)
|
7
|
23.2
|
Consent
of Williams & Webster P.S.
|
8
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24.1
|
Power
of Attorney
(see
page 6 of this registration statement)
|
5
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Other
exhibits listed in Item 601 of SEC Regulation S-B are not
applicable.
Exhibit
5.1 Opinion
of Robert C. Laskowski, Esq. (regarding legality).
ROBERT
C.
LASKOWSKI
Attorney
at Law
520
SW
Yamhill, Suite 600
Portland,
Oregon 97204
Telephone:
(503) 241-0780
Facsimile:
(503) 227-2980
March
13,
2007
To
the
Board of Directors
Rhino,
Inc.
Gentlemen:
We
have
acted as counsel for Rhino Outdoor International, Inc. ("Company")
in
connection with the preparation and filing of a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, covering 7,500,000 shares
of
Company's Common Stock, par value $0.001 per share (the "Shares"), issuable
pursuant to the Company’s 2007 Compensation Plan for consultants, advisors,
officers and directors. We have reviewed the corporate action of Company in
connection with this matter and have examined and relied upon such documents,
corporate records, and other evi-dence as we have deemed necessary for the
purpose of this opinion.
Based
on
the foregoing, it is our opinion that the Shares have been duly authorized
and,
when issued and sold pursuant to the Agreement, legally issued, fully paid,
and
non--assessable.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
|
Very
truly yours,
/s/
Robert C. Laskowski
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Exhibit
23.2 CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Letterhead
of Williams & Webster, P.S.)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement on
Form
S-8 for the registration of 7,500,000 shares of common stock of Rhino Outdoor
International, Inc. of our report dated May 17, 2006 with respect to the
consolidated financial statements included in its Annual Report on Form 10-KSB/A
filed on June 7, 2006 for the year ended December 31, 2005, filed with the
US
Securities and Exchange Commission.
March
12, 2007
|
/s/
Williams & Webster, P.S.
Spokane,
Washington
|
-8-