roi_8ka-80227.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 27, 2008
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):
o
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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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o
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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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o
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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 4 - Matters Related to
Accountants and Financial Statements
Item 4.02 Non-Reliance on Previously
Issued Financial Statements.
On
February 27, 2008, the Board of Directors of the registrant concluded that it
needed to restate certain of its financial statements. The restatement concerns
the method employed by management in accounting for goodwill in connection with
its June 2006 acquisition of Rhino Offroad Industries, Inc.
Management utilized a formula and accounting method initially
supported by operational due diligence and to which formula and method the
registrant’s
independent
registered public accounting firm did not express any objection. Goodwill
recognized in connection with the acquisition of Rhino Offroad Industries, Inc.
should have been charged to expense as in-process research and development costs
during the quarterly period ended June 30, 2006.
As a
result of its review, the Board of Directors concluded that the consolidated
financial statements included in the registrant's Annual Report on Form 10-KSB
for the fiscal years ended December 31, 2006, as well as the registrant's consolidated
financial statements included in the quarterly reports on Form 10-QSB for the
quarterly periods ended June 30, 2006, September 30, 2006, March 31,
2007, June 30, 2007 and September 30, 2007 should no longer be relied upon.
In this regard, the registrant will amend and restate its financial
statements to eliminate all goodwill and will refile its Annual Report on Form
10-KSB for the fiscal year ended December 31, 2006 and its Form 10-QSB for the
quarters ended June 30, 2006, September 31, 2006, March 31, 2007,
June 30, 2007 and September 31, 2007. The net effect of the restatements
will be to decrease goodwill by $3,013,463.
Management
has discussed this matter with the registrant’s independent
registered public accounting firm. Due to a lack of independence resulting from
the non-payment of past due invoices for services, the registered public
accounting firm cannot issue its audit report for the restated financial
statements for the fiscal year ended December 31, 2006 and cannot review the
restated unaudited financial statements for the quarterly periods referred to.
The restated financial statements and the corresponding amended periods on Form
10-QSB and 10-KSB will be filed as soon as practicable.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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RHINO
OUTDOOR INTERNATIONAL, INC.
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Dated:
March 6, 2008
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By:
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/s/ Howard
Pearl |
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President and
CEO |
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