SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): October
15, 2007
Rhino
Outdoor International, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-62690
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65-1000634
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1191
Center Point Drive, Henderson, NV
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89704
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 1-800-288-3099
(Former
name or Former Address, if Changed Since Last Report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section
1 -Registrant’s
Business and Operations
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
October 15, 2007, the registrant entered into a Share Exchange Agreement
and
Plan of Reorganization (“Agreement”) with Yama Buggy Sales and
Distribution, Inc. (“Yama Sales & Distribution”) and Yama Buggy,
LLC (“Yama Buggy”), pursuant to which the registrant acquired all of
the issued and outstanding common stock of Yama Sales &
Distribution.
In
consideration of the acquisition of the issued and outstanding common stock
of
Yama Sales & Distribution, the registrant will issue 10,00,000 shares of its
Common Stock and Common Stock Purchase Warrant to Yama Buggy.
As
a
result of the Agreement, Yama Sales & Distribution has become a wholly-owned
subsidiary of the registrant.
Section
2 -Financial
Information
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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On
October 15, 2007, the registrant closed on the Share Exchange
Agreement and Plan of Reorganization with Yama Buggy pursuant to
which the registrant acquired all of the issued and outstanding common stock
of
Yama Sales & Distribution.
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Item
9.01
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Financial
Statements and Exhibits
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Financial
statements of are not included with this initial report. Any required financial
statements of the business acquired, or pro forma financial statements required
by Article 11 of Regulation S-X, will be filed in a subsequent report within
71
days of the date of this initial report
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10.1
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Share
Exchange Agreement and Plan of Reorganization dated October 15,
2007.
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10.2
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Common
Stock Purchase Warrant.
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10.3
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Sales
and Distribution Agreement executed October
3, 2007 between Yama Buggy Sales and
Distribution, Inc. and Yama Buggy,
LLC.
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Rhino
Outdoor International, Inc. |
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Dated:
October 17,
2007
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By:
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/s/ Howard
Pearl |
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President
and
CEO |
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