UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
Commission file number 0-29403
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
2925 LBJ Freeway, Suite 188, Dallas, Texas 75234
(972) 241-2669
IRS Tax ID #: 88-0333844
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 [ ]
As of August 1, 2001, there were 1,921,221 shares of common
stock,$0.001 par value, of the registrant issued and outstanding.
Transitional Small Business Disclosure Format (check one)
YES [ ] NO [X]
-1-
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements:
The consolidated financial statements for the quarter and six
months ended June 30, 2001 for Rhino Enterprises Group, Inc.
("Rhino" or the "Company") follow.
RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
ASSETS 6-30-2001 12-31-2000
- ---------------------- ------------ -----------
Current Assets
Cash $ 1,467 $ 7,920
Accounts receivable 56,187 64,436
Inventory 4,000 4,000
------------ -----------
Total Current Assets 61,654 76,356
------------ -----------
Property and equipment net 202,803 222,797
Investment in e-Data
Alliance Corp. 126,865 132,443
Intangible assets -- net 154,466 194,050
Goodwill -- net 0 94,072
Deposits 14,621 14,621
Deferred marketing expense 800,000 800,000
Advances to operating and
start-up entities 691,474 1,485,999
------------ -----------
Total Non-current Assets 1,990,229 2,943,982
------------ -----------
Total Assets $ 2,051,883 $ 3,020,338
============ ===========
CURRENT LIABILITIES
- -----------------------------
Accounts payable $ 580,112 $ 577,079
Accrued expenses 751,257 568,917
Notes payable 4,753,345 3,939,590
------------ -----------
Total Current Liabilities 6,084,714 5,085,586
Deferred marketing obligation 800,000 800,000
------------ -----------
Total Liabilities 6,884,714 5,885,586
------------ -----------
STOCKHOLDERS' DEFICIT
- ------------------------------
Common stock 1,818 1,706
Preferred stock 334 334
-2-
Paid in capital 2,075,495 2,050,405
Accumulated deficit (6,839,652) (4,846,867)
Non-controlling interest 1,864 1,864
Treasury stock, at cost (72,690) (72,690)
------------ -----------
Total Stockholders' Deficit (4,832,831) (2,865,248)
------------ -----------
Total Liabilities and
Stockholders' Deficit $ 2,051,883 $ 3,020,338
============ ===========
See Notes to Consolidated Financial Statements.
RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
2nd Quarter 2nd Quarter 6 Months 6 Months
2001 2000 2001 2000
---------- ---------- --------- ---------
REVENUES $ 223,483 $ 22,780 $515,815 $ 28,803
COST OF REVENUES 209,983 15,321 392,007 17,821
-------- -------- ------- -------
GROSS PROFIT 13,500 7,459 123,808 10,982
-------- -------- ------- -------
GENERAL AND ADMINISTRATIVE EXPENSES
Operating costs 182,355 156,638 252,947 322,020
Personnel costs 176,111 299,547 387,889 587,333
Legal and professional fees 126,332 46,302 219,450 77,373
Impairment losses 103,611 0 1,089,911 0
Depreciation and amortization 21,541 27,735 42,666 51,930
-------- -------- --------- ---------
Total General and Administrative
Expenses 609,950 530,222 1,992,863 1,038,656
-------- -------- --------- ---------
LOSS FROM OPERATIONS (596,450) (522,763) (1,869,055) (1,027,674)
-------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest income 6,940 39,567 13,885 78,363
Interest expense (32,622) (78,075) (106,911) (148,512)
Other 0 0 4,155 2,715
Equity in loss of
e-Data Alliance Corp. (2,522) (15,403) (5,578) (44,748)
-------- -------- --------- ---------
Total Other Income (Expense) (28,204) (53,911) ( 94,449) (112,182)
-------- -------- --------- ---------
LOSS BEFORE INCOME TAX (624,654) (576,674) (1,963,504) (1,139,856)
PROVISION FOR INCOME TAX 0 0 0 0
--------- ------- --------- ---------
NET LOSS $(624,654) $(576,674)$(1,963,504)$(1,139,856)
========= ======= ========= =========
LOSS PER SHARE $ (0.36) $ (0.35) $ (1.15) $ (0.71)
========= ======== ========= =========
-3-
See Notes to Consolidated Financial Statements.
RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
6-30-2001 6-30-2000
----------- -----------
CASH FROM OPERATING ACTIVITIES
Net Loss $(1,963,504) $(1,139,856)
Add (deduct) non cash
items affecting net loss -
Depreciation and amortization 58,669 51,930
Interest accrued but not paid 93,459 170,259
Interest on advances
accrued not collected (1,154) (74,122)
Impairment losses 1,089,912 0
Equity in losses of investee 5,578 44,747
Increase in accounts receivable 8,249 0
Increase in prepaid expenses 0 (34,621)
Increase in accounts payable 3,033 38,718
Increase in accrued expenses 119,961 ( 4,722)
--------- ---------
Net Cash Used By Operations (646,158) (946,667)
--------- ---------
CASH USED BY INVESTING ACTIVITIES
Purchase equipment 0 (134,260)
Proceeds from sale of equipment 908 53,384
Advances to operating
and start-up entities (214,786) (671,508)
Collect advances from
operating and start-up entities 27,328 481,456
--------- ---------
Net Cash Used by
Investing Activities (186,550) (270,928)
--------- ---------
CASH PROVIDED BY FINANCING ACTIVITIES
Borrowings 992,055 1,031,048
Repayments (178,300) (385,369)
Purchase treasury stock 0 (72,690)
Proceeds from sale of common stock 12,500 256,094
--------- ---------
Net Cash Provided by
Financing Activities 826,255 829,083
--------- ---------
NET CHANGE IN CASH (6,453) (388,512)
CASH, beginning of year 7,920 390,071
--------- ---------
CASH, end of six months $ 1,467 $ 1,559
========= =========
INTEREST PAID $ 73,776 $ 0
========= ========
See Notes to Consolidated Financial Statements.
-4-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS
Rhino Enterprises Group, Inc. has two operating segments business
incubation and eye care. Our business incubation activities
include providing management, consulting services, and financing to
assist both start-up and emerging or developing entities as well
as established operating enterprises to avail themselves of various
growth opportunities. Our eye care segment is positioning itself
to be a leading provider of affordable laser eye surgical
procedures. In addition, we intend to develop our web site -
www.Eyesite.com - to provide information, products and services
related to vision correction and eye care. See further discussion
in Note P Operating Segments.
We are highly leveraged and have accumulated a considerable deficit
from operations. Repayment of our indebtedness and related
interest charges is dependent on our ability to obtain additional
working capital. During the quarter we engaged Donner Corp
International and several financial consultants to provide
strategic assistance in raising capital. Their initial efforts
focused on facilitating our filing a Form S-8 registration
statement for 600,000 shares to be offered at $1.25 per share.
See Note K for further discussion of our liquidity and capital
resources.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the accounting
principles generally accepted in the United States for interim
information, and with the instructions to Form 10-QSB and Article
10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for
fair presentation have been included. Operating results for the
three-month period ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 2001.
-5-
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of Rhino
Enterprises Group, Inc. and our wholly-owned subsidiary Executive
Assistance, Inc., our 90%-owned subsidiary - Eyesite.com, Inc, and
our 68% - owned subsidiary, Framing Systems, Inc. Significant
inter-company transactions and balances have been eliminated in
consolidation.
Reclassifications
Certain reclassifications have been made to the 2000 amounts to
conform to the 2001 presentation.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Accounting Estimates
The preparation of consolidated financial statements requires us to
make estimates and assumptions which affect the reported amounts of
assets, liabilities, revenues and expenses, as well as the
disclosures of contingent assets and liabilities as of the date of
the consolidated financial statements. Actual results could differ
from those estimates.
Allowance for Uncollectible Accounts Receivable
We believe that an allowance for uncollectible accounts receivable
was not necessary at June 30, 2001.
-6-
Inventory
Inventory consists of medical supplies and is recorded at cost.
Property, Plant and Equipment
Fixed assets are recorded at cost and depreciated over their
estimated useful lives, which range from three to ten years, using
the straight-line method.
Investment in e-Data Alliance Corp.
We account for our 50%-owned investee, e-Data Alliance Corp. ("e-
Data") using the equity method of accounting. We record our share
of e-Data's income or loss and either increase or decrease our
investment in e-Data accordingly.
Intangible Assets
Intangible assets consist of certain proprietary knowledge and an
internet web-site domain totaling $287,439 which are being
amortized over 3 years.
Goodwill
Goodwill represented the excess purchase price over the fair market
value of net assets acquired of Executive Assistance, Inc. and
Framing Systems, Inc. totaling $103,770. During the quarter, we
determined that goodwill was impaired and wrote the unamortized
balance ($94,072) off since neither entity has any operations.
Accumulated amortization of intangibles and goodwill was $133,208
and $103,322 as of June 30, 2001 and December 31, 2000,
respectively.
-7-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Amortization expense of intangibles and goodwill is shown below
2nd Quarter 2nd Quarter 6 Months 6 Months
2001 2000 2001 2000
---------- ---------- --------- ---------
Intangibles $20,000 $20,000 $39,583 $40,000
Goodwill 0 1,730 1,730 3,408
Impairment of Long-Lived Assets
We account for the impairment of long-lived assets in accordance
with SFAS No. 121 which requires that such assets be reviewed for
impairment whenever events or changes in circumstances indicate
that the book value of the asset may not be recoverable. During
the first quarter of 2001, we recorded an impairment charge of
$986,300 related to certain unrecoverable advances to start up and
operating entities. During the second quarter, we took an
additional charge of $9,539 related to certain other advances which
we consider to be unrecoverable. (See Note D below).
Income Tax Accounting
Income taxes are provided for the tax effects of transactions
reported in the consolidated financial statements and consist of
taxes currently due plus deferred taxes. Deferred tax assets or
liabilities are recognized for temporary differences between the
tax basis of assets and liabilities for financial statement and
income tax purposes. Deferred tax assets and liabilities represent
future tax consequences of those temporary differences.
Revenue Recognition
We utilize informal agreements to provide management, consulting
services and other financial assistance to operating companies and
start-up entities. Typical agreements call for either a flat
monthly fee or hourly rates plus reimbursement of out-of-pocket
expenses. Revenues from such agreements are recognized as services
are provided. Our web-hosting services are billed on a monthly
basis and revenues recognized accordingly; while web site design
revenues are recognized as the services are performed. Lasik
surgeries fees are recorded when procedures are performed.
Comprehensive Income (SFAS No. 130)
We have no components of "other comprehensive income".
-8-
Advertising
We expense advertising ($6,499 and $24,640 in the quarters ended
June 30, 2001 and 2000, respectively; and $26,149 and $89,498 for
the six months ended June 30, 2001 and 2000, respectively)as it is
incurred.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Loss Per Share
Loss per share was computed using the weighted monthly average
number of common shares outstanding during the periods, and the
anti-dilutive effect of stock options discussed in Note M below was
excluded.
Stock-based Compensation
We have elected to follow APB Opinion No. 25, Accounting for Stock
Issued to Employees in accounting for our employee stock options.
Under APB No. 25, if the exercise price of an employee's stock
options equals or exceeds the market price of the underlying stock
on the date of grant and certain other plan conditions are met, no
compensation expense is recognized.
See Note M regarding pro forma net loss per common share
information as required by the alternative fair value accounting
provided for under SFAS No. 123, Accounting for Stock-Based
Compensation.
We account for stock-based awards issued to non-employees in
accordance with the fair value guidance contained in SFAS No.123
which provides that transactions be measured based on the fair
value of the goods or services received or the fair value of the
equity instrument issued, whichever can be more reliably
determined.
-9-
NOTE C - INVESTMENT IN e-DATA ALLIANCE CORP.
On December 17, 1999, we acquired (for $200,000 cash) 50% of the
outstanding shares of e-Data Alliance Corp. ("e-Data"), a Texas
corporation, which provides web hosting, off-site data storage, web
site design, and data base services. The data servers operated by
e-Data are located in premium telecommunications facilities in
Dallas. Un-audited condensed financial information of e-Data at
June 30, 2001 and 2000 follows:
Balance Sheets 6-30-2001 12-31-2000
- --------------------------------- --------- ----------
Cash $ 8,500 $ 15,836
Receivables 11,651 6,087
Other current assets 9,000 9,000
-------- -------
Total Current Assets 29,151 30,923
Property, plant and equipment, net 34,578 43,963
-------- -------
Total Assets $ 63,729 $ 74,886
======== =======
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C INVESTMENT IN E-DATA ALLIANCE CORP., (continued)
Current Liabilities $ 0 $ 0
Stockholders' Equity 63,729 74,886
-------- -------
Total Liabilities and
Stockholder's Equity $ 63,729 $ 74,886
======== =======
2nd QTR 2nd QTR 6 Months 6 Months
Statement of Operations 2001 2000 2001 2000
- -------------------------- -------- ------- ------- --------
Revenues $ 9,843 $ 7,599 $ 18,235 $ 32,090
Operating Expenses 14,888 39,813 29,392 116,400
------- ------- ------- -------
Net Loss $ (5,045) $(32,214) $(11,157) $(84,310)
======= ======= ======= =======
-10-
NOTE D- ADVANCES TO OPERATING AND START-UP ENTITIES
As a vital part of our operations as a business incubator, we
advance funds to established operating entities and start-up or
emerging enterprises under the terms of a financing arrangement
which typically provides for recoupment in one of three forms -
(1) Our primary preference is to convert all or a significant
portion of the outstanding advances into an equity position in lieu
of receiving cash.
(2) Cash representing the return of all advances plus an amount
for the time value of money. The repayment of any advances usually
is scheduled for a period of three to five years in the future.
(3) Repayment of any advances is accelerated if the entity
obtains cash infusions from public sources.
Prior to filing our first quarter Form 10-QSB, certain information
came to our attention involving three of the entities to which we
had advanced funds that called into question the ultimate
recoupment of our investment. Our assessment of these new
circumstances caused us to conclude that it was more likely than
not that we would not recoup our advances and consequently we wrote
off $986,300 at March 31, 2001. During the second quarter, we
further assessed our outstanding advances and determined that
additional impairment losses had occurred and we wrote off an
additional $9,539.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D ADVANCES TO OPERATING AND START-UP ENTITIES, continued
-11-
The following table summarizes outstanding advances:
6-30-2001 12-31-2000
--------- ----------
Advances to operating enterprises -
Energy Systems Solutions, Inc. $ 0 $ 329,691
Teman Electrical Contractors, Inc. 0 318,766
Memorabilia and Antiquities, Inc. 27,603 19,793
Sarwin Family, LLC 142,309 138,164
R and R Foods, Inc. 0 6,000
Eyemakers, Inc. 187,053 182,211
-------- ---------
356,965 994,625
-------- ---------
Advances to start-up entities -
Emerging Pharmacy Solutions, Inc. 10,000 335,000
Legend Security, Inc. 16,614 16,130
Target Marketing International, Inc. 51,160 48,218
Historic Inns of America, Inc. 0 3,398
Canton Auction House, Inc. 39,757 38,628
Media Star Productions, Inc. 9,346 0
Swan River Corporation 207,632 50,000
-------- ---------
334,509 491,374
-------- ---------
Total Advances $ 691,474 $1,485,999
======== =========
Advances are generally due in periods ranging from 3 to 5 years,
bear interest at 6% and are unsecured. The totals shown above
includes approximately $50,000 of accrued interest. Our general
policy is to require entities to which we advance funds to sign a
financing agreement.
As part of our ongoing business strategy, we continue to seek
investment opportunities which complement our existing portfolio.
Operating decisions for the various entities are made by the
managers of those business entities. Our Board of Directors makes
investment decisions and all other capital resource allocations.
The boards of each enterprise to which we advance funds make
similar decisions for their entities.
-12-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E- NOTES PAYABLE
6-30-2001 12-31-2000
--------- ----------
Note payable to Digital Information &
Virtual Access, Inc., 6% interest,
unsecured. Note is due on demand $ 990,754 $1,029,888
Notes payable to Southern Leasing, Inc.,
8% interest, unsecured, due on demand 136,480 136,480
Notes payable to Net.Return, Inc. 10%
interest, unsecured. Notes are due
during 2001 2,507,000 2,507,000
Note payable to Hart-Prince Group, Inc.,
8% interest, unsecured, due on demand 25,000 25,000
Notes payable to Southern Leasing, Inc.,
interest ranging from 8% to 10%, due
during 2001 163,200 163,200
Note payable to The Strateia Group, Inc.,
interest at 10%, unsecured and due on
demand 86,841 78,022
Notes payable to World Asset Management,
interest at 8%, unsecured and due between
October 1, 2001 and January 16, 2002 727,600 0
Note payable to Alcon Laboratories, Inc.,
interest at 8%, secured by laser machine,
due monthly over the next twelve months 105,470 0
Other 11,000 0
--------- ---------
Total Indebtedness $4,753,345 $3,939,590
========= =========
NOTE F - STOCKHOLDERS' DEFICIT
Capital Structure
We are authorized to issue 25,000,000 shares of common stock with a
par value of $0.001 per share. At June 30,2001, there were
1,817,721 shares outstanding. Our subsidiary, Eyesite.com, Inc. is
authorized to issue 5,000,000 shares of preferred stock, $0.002 par
value, of which 1,000,000 shares have been designated as 14%
Cumulative Convertible Preferred Stock, Series A by Eyesite.com,
Inc.'s Certificate of Designation. The Series A preferred shares
are convertible at anytime six months after issuance into one share
of Eyesite.com, Inc.'s common stock, including all accrued and
unpaid dividends.
-13-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F STOCKHOLDERS' DEFICIT, (continued)
The conversion price is $2.50 per share. Further, at Eyesite.com,
Inc.'s option, the Series A preferred shares are convertible at any
time after six months from issuance, upon 30 days notice, in whole
or part, at $2.50 per share. Finally, if the "ask" price of
Eyesite.com, Inc.'s common stock as quoted on the OTC Bulletin
Board or other exchange ever meets or exceeds $3.25 per share for
ten consecutive trading days, then each outstanding share of Series
A preferred stock is mandatorily convertible into one share of
Eyesite.com, Inc.'s common stock, including all accrued and unpaid
dividends at $2.50 per share.
On May 31, we issued 100,000 shares to Donner Corp International
(See Note A above) as part of their compensation associated with a
consulting agreement. We recognized a non-cash expense of $12,700
as a result of this transaction. On May 29, 10,000 shares were
issued upon the exercise of certain options. We received cash
proceeds of $12,500 in connection with this transaction. On June
14, two shareholders of our Framing Systems, Inc. subsidiary
exchanged their holdings for 2,000 shares of our common stock.
Subsequent to the end of the second quarter, we issued another
100,000 shares to Donner Corp International as per the terms of our
agreement described in Note A. An additional 18,014 shares of
common stock have been issued upon the exercise of certain options
through the date of this filing.
NOTE G-- LOSS PER SHARE
The following table summarizes the amounts used to calculate the
loss per share as reported in the accompanying consolidated
statements of operations.
Quarter Ended June 30 6 Months Ended June 30
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net Loss $ 624,654 $ 576,674 $1,963,504 $1,139,856
Add - deemed preferred
stock dividend 14,616 0 29,232 0
--------- --------- --------- ---------
Loss applicable to
common stockholders $ 639,270 $ 574,674 $1,992,736 $1,139,856
========= ======== ========= =========
-14-
Weighted average number of
shares outstanding 1,743,054 1,647,640 1,724,388 1,605,431
========= ========= ========= =========
Loss per Share $ 0.36 $ 0.35 $ 1.15 $ 0.71
========= ========= ========= =========
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE H - LEASE COMMITMENTS
Our corporate offices are located in sub-leased facilities under
the terms of a month-to-month rental agreement. The primary tenant
is one of our shareholders.
Among other things, our lease requires us to reimburse our landlord
for certain overhead expenses such as telephone, utilities, etc.
based on the square-footage occupied. Our arrangement calls for
monthly billings. Management believes that the allocation method
used for overhead reimbursements is reasonable.
Rent expense was $22,121 and $24,044 for the quarters ended June
30, 2001 and 2000; while for the six-month periods ended June 30,
2001 and 2000, rent expense was $48,086 and $51,915, respectively.
Our Dallas Eyesite Laser Center, which opened July 1, 2000,
operates in facilities leased for three(3)years from an unrelated
third party. Rent expense was $14,638 and $4,874 for the quarters
ended June 30, 2001 and 2000, respectively. Rent expense was
$29,699 and $4,874 for the six-month periods ended June 30, 2001
and 2000, respectively.
In connection with the opening of our Dallas Eyesite Laser Center,
we entered into an operating lease agreement for the surgical laser
device which performs the eye surgery. The terms of the lease
provide for payments of $225 per procedure with a base minimum of
70 procedures per month for the first year ($15,750 per month).
The base minimum number of procedures per month for the second and
third years are negotiable.
The amounts shown below represent our minimum lease obligations
through the terms of our existing leases.
-15-
FUTURE
OBLIGATIONS
-----------
December 31, 2001 $350,552
December 31, 2002 683,698
December 31, 2003 456,999
NOTE I - INCOME TAX
We have tax net operating loss carry-forwards of approximately
$3,700,000 which expire, if not used, starting in 2010. Deferred
tax assets of approximately $1,258,000 have been fully allowed for,
since we believe that it is not "more likely than not" that these
tax benefits will be realized. Consolidated tax returns are not
filed. Each entity files separately. The 2000 tax returns are
under extension.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at June 30, 2001 and December 31,
2000 consisted of the following -
6-30-2001 12-31-2000
--------- ----------
Equipment $ 132,540 $ 133,549
Furniture and fixtures 63,871 63,871
Automobiles 0 0
Leasehold improvements 54,082 54,082
-------- -------
250,493 251,502
Less - accumulated depreciation (47,690) (28,705)
-------- -------
Net property, plant and equipment $ 202,803 $222,797
======== =======
Depreciation expense included in general and administrative
expenses was $1,541 and $2,307 for the quarters ended June 30, 2001
and 2000, respectively. For the six-months periods ended June 30,
2001 and 2000, depreciation expense, included in general and
administrative expenses was $3,083 and $3,880, respectively.
-16-
In 2001, $8,026 and $16,051 of depreciation expense was included in
"cost of revenues" for the three and six month periods ended June
30, 2001.
NOTE K - LIQUIDITY AND CAPITAL RESOURCES
Since restarting operations in 1999, we have incurred losses and
accumulated a deficit of approximately $6,840,000. In addition, we
have approximately $6,085,000 of current liabilities against
approximately $61,600 of current assets.
We have been able to obtain long term capital resources through
private placement offerings of our common and preferred stock, and
to arrange for short term liquidity by issuing notes payable.
However, there can be no assurance that we may not continue to
experience liquidity problems or be successful in obtaining
sufficient working capital on a timely basis in the future. We
anticipate that we will have to continue to sell common and/or
preferred stock and borrow additional funds to provide sufficient
working capital to fund operations during 2001.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE L -- RELATED PARTY TRANSACTIONS
The following summarizes the transactions with related parties
during the six months ended June 30, 2001 -
Memorabilia and Antiquities, Inc. ("M&A") is a corporation owned by
our chief executive officer, who owns 11.6% of our outstanding
common stock. M&A owed us $19,793 at January 1, 2001 for advances
made to them during prior years. During the six months ended June
30, M&A received additional advances of $12,167 and repaid $4,357
leaving an outstanding balance due us of $27,603.
-17-
Media Star Productions, Inc. ("MEDIA") is an entity whose CEO is
also the CEO of The Strateia Group, Inc., which owns 6.3% of our
outstanding common stock. During the fourth quarter of 2000, MEDIA
paid us $110,000 (income in advance) for certain information
technology services which will be recognized into our income at the
rate of $8,000 per month beginning November, 2000. At January 1,
2001, we had a liability of $139,586 to MEDIA, consisting of
unearned income of $94,000 and the obligation to reimburse MEDIA
for funding certain expenditures. During the six months ended June
30, 2001, we repaid MEDIA $132,165 plus $2,010 of interest, and we
recognized $48,000 of the unearned income, leaving a liability of
$46,000. In addition, we advanced MEDIA $31,893 and collected back
$22,547 leaving a balance due us of $9,346.
The Strateia Group, Inc. ("Strateia") is one of our shareholders
with a 6.3% ownership position. As mentioned in Note H Lease
Commitments, we sub-lease office facilities from them. At January
1, 2001, we had an outstanding balance of $102,750 due to Strateia
which consists of $78,022 in a note payable with the remainder in
trade payables. During the six months ended June 30, 2001,
Strateia advanced us an additional $8,820 and we repaid them
$24,728 leaving a balance owed to Strateia of $86,842.
Digital Information and Virtual Access, Inc. ("DIVA") is an entity
whose CEO is also the CEO of The Strateia Group, Inc. mentioned
above. At January 1, 2001, we had an obligation to DIVA of
$1,085,486, which included accrued interest of $55,598. During the
six months ended June 30, 2001 we reduced the principal by $39,135
along with $71,046 of interest owed. During this same period of
time, additional interest of $30,609 was accrued on our outstanding
note, resulting in a balance owed of $1,005,915 at June 30, 2001.
-18-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE M -- STOCK OPTIONS
The following table summarizes activity related to our outstanding
stock options:
Employees Non-employees
-------------- -------------
No. of options No. of options
-------------- --------------
Balance at December 31, 1999 952,500 0
Granted 175,000 0
Exercised ( 89,495) 0
Expired (373,332) 0
-------------- --------------
Balance at December 31, 2000 664,673 915,000
Granted 0 0
Exercised 0 10,000
Expired 0 0
-------------- --------------
Balance at June 30, 2001 664,673 905,000
============== ==============
At June 30, 2001, exercisable options outstanding are as follows:
Range of Exercise Prices Number Exercisable No. exercisable
------------------------ ------------------ ---------------
Granted at $0.25 per share 154,639
Granted at $0.50 per share 175,000 N/A
-------
329,639 (See below)
-------
The terms of options to purchase shares of our common stock are
summarized below
Option Price
---------------------
Weighted
Average
Number Contractual Weighted
Range of Exercise Price FMV Granted Life Average Total
- ------------------------ ---- --------- ----------- ---------- ---------
To Employees
============
Granted at market value $0.500 489,673 5.0 years $0.250 $ 122,418
Granted at market value 0.375 450,000 5.0 years $0.375 168,750
Granted at market value 0.250 175,000 5.0 years $0.500 87,500
--------- ------ ---------
1,114,673 $0.340 $ 378,668
--------- ----- ---------
-19-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE M STOCK OPTIONS, continued
To Non-employees
================
Granted < market value $0.250 350,000 1.0 year $0.250 $ 87,500
Granted < market value 0.050 165,000 1.0 year $0.050 82,500
Granted < market value 0.800 25,000 1.0 year $0.800 20,000
Granted < market value 0.091 10,000 1.0 year $0.091 9,100
Granted < market value 1.000 60,000 1.0 year $1.000 60,000
Granted < market value 1.250 295,000 1.0 year $1.250 368,750
--------- ------ ---------
905,000 $0.694 627,850
--------- ----- ---------
Grand Total All Options 2,019,673 $0.493 $1,006,518
========= ===== =========
Options granted to employees during 1999 had an exercise price
equal to the market value of the underlying common stock. Options
granted to employees during 2000 had an exercise price less than
the fair market of the underlying common stock. Had compensation
cost for our stock options been determined in accordance with SFAS
No. 123, our net loss and loss per share would have been adjusted
to the pro forma amounts indicated below. The effects of applying
SFAS No. 123 in this pro forma disclosure are not indicative of
future amounts.
Quarter Ended June 30 6 Months Ended June 30
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- ---------- ----------
Net loss reported, adjusted
for deemed dividend $639,270 $576,674 $1,992,736 $1,139,856
Pro forma amount assuming
SFAS No. 123 $644,058 $576,674 $2,002,312 $1,139,856
Loss per common share
as reported $ 0.36 $ 0.35 $ 1.15 0.71
Pro forma loss per share
assuming SFAS No. 123 $ 0.37 $ 0.35 $ 1.16 0.71
-20-
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE N STOCK OPTIONS, continued
The fair value of options granted to employees was estimated on the
date of grant using the Black-Scholes option-pricing model. The
following assumptions were used for grants in 1999 and 2000 -
dividend yield of 0%, volatility of 0%, risk-free interest rate
estimated as 6%; estimated life of 5 years. The estimated fair
value of options granted to employees in 1999 was $0.06 per share.
The estimated fair value of the options granted during 2000 to
employees was $0.875 per share, while the estimated fair value of
options granted to non-employees was $0.50 per share. The model is
based on historical stock prices and volatility, which, due to low
volume of transactions, may not be representative of future price
variances.
The options granted to non-employees are related to the consulting
contract discussed in Note A above and are "out-of-the-money".
They vest over the three year period ended April 30, 2002.
Although we will receive consulting services over the course of the
next year, we have no assurance that the consultants will
ultimately exercise all of their options. The 10,000 options that
were exercised during the second quarter of 2001 were exercised at
the strike price. The compensation expense arising from the
differential between the strike price and the market value of the
stock on the exercise date was not material.
NOTE N - CONTINGENCIES
Several of the notes comprising our obligation to Net.Return, Inc.
are past due. (See Note E - Notes Payable). Efforts of management
to renew, extend or renegotiate the terms and conditions of those
notes have proved unsuccessful to date. It is uncertain as to the
ultimate disposition of the notes payable to Net. Return, Inc.
Management is continuing with efforts to resolve this matter.
We were notified of a recommendation by the staff of the Securities
and Exchange Commission (the "Commission") that the Commission
-21-
bring a civil injunction action against the Company and two (2) of
its directors, alleging certain violations of the Securities Act of
1933 and the Securities Exchange Act of 1934. We engaged
securities counsel and intend to defend itself and our directors
against the allegations and proposed action. As of the date of
this filing, we have not received any further communications from
the Commission regarding this matter.
NOTE O - SUBSEQUENT EVENTS
Subsequent to June 30, 2001, the following events and/or
transactions occurred:
In July, we prepared a Regulation S Offering Memorandum for
5,000,000 shares of common stock at $0.50 per share.
Effective July 1, we executed an employment contract with our Vice
President of Finance which provides, among other things, for an
annual salary of $75,000 and 250,000 options to purchase our common
stock at $1.30 (the market value of our stock on July 1) that vest
over the next three years.
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE P - OPERATING SEGMENT INFORMATION
We organize and manage our business in two operating segments -
business incubation and eye care services.
The business incubation segment includes the parent company, Rhino,
its subsidiaries Executive Assistance, Inc. and Framing Systems,
Inc., and its equity method investee, e-Data Alliance Corp. This
segment provides various forms of assistance (in the form of
management, consulting services, and financing) to assist start-up
enterprises as well as established operating companies to position
themselves for growth opportunities. Segment revenues consist of
fees, overhead reimbursements, interest income on funds advanced in
the form of short term notes, earnings of subsidiaries and equity
method investees.
-22-
Our eye care services segment represents the activities of our 90%-
owned subsidiary Eyesite.Com, Inc. All operations, at present,
are located within the United States. Revenues arise from sales
primarily to unrelated third parties.
The accounting policies followed in presenting the segment
information are the same as those described in the summary of
significant accounting policies included in our consolidated
financial statements. A summary, by segment, of our significant
assets, liabilities, revenues and expenses is presented below for
the three-month and six-month periods ended June 30, 2001, and
2000.
Asset Data June 30, 2001 Incubator Eye Care Eliminations Consolidated
========================== ------------ ------------ -------------- --------------
Current Assets $ 792,153 $ 57,533 $ (788,033) $ 61,653
Advances 504,421 187,053 0 691,474
Investment in equity method
investees 126,865 0 0 126,865
Other long-lived assets 896,893 284,998 (10,000) 1,171,891
------------ ------------ -------------- --------------
Total Assets $ 2,320,332 $ 529,584 $ (798,033) $ 2,051,883
============ ============ ============== ==============
Asset Data December 31, 2000 Incubator Eye Care Eliminations Consolidated
============================== ------------ ------------ -------------- --------------
Current Assets $ 777,003 $ 50,859 $ (736,885) $ 90,977
Advances 1,303,788 182,211 0 1,485,999
Investment in equity
method investees 132,443 0 0 132,443
Other long-lived assets 1,021,686 299,233 (10,000) 1,310,919
------------ ------------ -------------- --------------
Total Assets $ 3,234,920 $ 532,303 $ (746,885) $ 3,020,338
============ ============ ============== ==============
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE P OPERATING SEGMENT INFORMATION, continued
Profit and Loss Information Three Months Ended June 30, 2001
==============================================================
Revenues - external sources $ 48,000 $ 175,483 $ 0 $ 223,483
Inter-segment revenues 0 0 0 0
Interest income 4,520 2,420 0 6,940
Other income 0 0 0 0
Cost of revenues 0 (209,983) 0 (209,983)
Operating expenses (376,334) (108,795) 0 (485,129)
Interest expense (25,124) (7,497) 0 (32,621)
Depreciation and amortization (14,631) (6,610) 0 (21,241)
Equity in losses of e-Data (2,522) 0 0 (2,522)
Write off goodwill (113,308) 0 0 (113,308)
------------ ------------ -------------- --------------
Net Loss $ ( 479,399) $ (154,982) $ 0 $ ( 634,381)
============ ============ ============== ==============
-23-
Profit and Loss Information -- Three Months Ended June 30, 2000
===============================================================
Revenues from external sources $ 1,500 $ 21,280 $ 0 $ 22,780
Inter-segment revenues 0 0 0 0
Interest income 35,543 4,024 0 39,567
Other income 0 0 0 0
Equity in losses of e-Data (15,403) 0 0 (15,403)
Operating expenses (271,233) (246,575) 0 (517,808)
Interest expense (75,442) (2,633) 0 (78,075)
Depreciation and amortization (14,630) (11,427) (1,678) (27,735)
------------ ------------ -------------- --------------
Net Loss $ (339,665) $ (235,331) $ (1,678) $ (576,674)
============ ============ ============= ==============
Profit and Loss Information Six Months Ended June 30, 2001
============================================================
Revenues - external sources $ 48,000 $ 467,815 $ 0 $ 515,815
Inter-segment revenues 0 0 0 0
Interest income 9,044 4,841 0 13,885
Other income 0 0 0 0
Cost of revenues 0 (392,006) 0 (392,006)
Operating expenses (620,055) (240,533) 0 (860,588)
Interest expense (92,685) (14,226) 0 (106,911)
Depreciation and amortization (29,261) (12,804) 0 (42,065)
Equity in losses of e-Data (5,578) 0 0 (5,578)
Impairment-advances & goodwill (1,099,608) 0 0 (1,099,608)
------------ ------------ -------------- --------------
Net Loss $ (1,785,988) $ (186,913) $ 0 $ (1,972,901)
============ ============ ============== ==============
RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE P OPERATING SEGMENT INFORMATION, continued
Profit and Loss Information -- Six Months Ended June 30, 2000
=============================================================
Revenues from external sources $ 1,500 $ 27,303 $ 0 $ 28,803
Inter-segment revenues 0 0 0 0
Interest income 70,798 7,565 0 78,363
Other income 2,715 0 0 2,715
Equity in losses of e-Data (44,748) 0 0 (44,748)
Operating expenses (565,187) (439,360) 0 (1,004,547)
Interest expense (145,054) (3,458) 0 (148,512)
Depreciation and amortization (30,618) (17,956) (3,356) (51,930)
------------ ------------ -------------- --------------
Net Loss $ (710,594) $ (425,906) $ (3,356) $ (1,139,856)
============ ============ ============= ==============
-24-
Item 2. Management's Discussion and Analysis
The following discussion of the financial condition and results of
operations of Rhino Enterprises Group, Inc. and its business
segments should be read in conjunction with the Management's
Discussion and Analysis and the consolidated financial statements
and the notes thereto included in our prior quarterly filings on
Form 10-QSB and the Company's annual filing on Form 10-KSB.
This quarterly report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements using terminology such as
"anticipates", "expect", "will", "believes",
"foresees", "could", "may" or the negative thereof or other
comparable terminology regarding beliefs, plans, expectations or
intentions regarding the future. These forward-looking statements
involve risks and uncertainties and actual results could differ
materially from those discussed in the forward-looking statements.
All forward-looking statements and risk factors included in this
document are made as of the date hereof, based on information
available as of the date thereof, and we assume no obligation to
update any forward-looking statement or risk factors.
Factors That May Impact Future Operating Results
- ------------------------------------------------
We operate in a rapidly changing environment that involves numerous
risks and uncertainties. This section lists some, but not all, of
the factors, risks, and uncertainties that may have a material
adverse effect on our business, financial
condition or results of operations.
-25-
Important factors that could cause actual results, performance or
achievement of to differ materially from our expectations include,
but are not limited to the following:
(1) one or more of the assumptions or other factors discussed in
connection with particular forward-looking statements prove not to
be accurate
(2) mistakes in estimates of revenues and expenses
(3) our inability to obtain additional capital through borrowing's
or the sale of securities
(4) non-acceptance of our services in the marketplace for whatever
reason
(5) the Company's inability to support any product or service to
meet market demand
(6) generally unfavorable economic conditions which would adversely
affect us, our subsidiaries or any of the entities to which we have
advanced funds
(7) loss of key personnel and the inability to hire and/or retain
competent personnel; and
(8) if our experiences unanticipated problems and/or "force
majeure" events (including but not limited to accidents, fires,
acts of God, etc.) or is adversely affected by problems of its
suppliers, shippers, customers or others.
All written or oral forward-looking statements attributable are
expressly qualified in their entirety by such factors. We
undertake no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
We are dependent upon our current management team. Should any one
or more of our management team leave, we could face a financial
setback or suffer in other ways related to our planned business. It
could take a significant period of time to locate and train
replacements, if and when necessary. We have employment agreements
with our President and our Vice President of Finance, which may be
terminated upon certain circumstances. Copies of these agreements
have been filed with the Securities and Exchange Commission.
Since revenues are not presently sufficient to provide enough
working capital to fund current operations, we are dependent upon
outside financing. It may be difficult to borrow additional funds
or have access to additional funds via some other method. If such
a situation occurs, we may not be able to make debt service
payments, provide the services we have planned, increase our staff
as planned or otherwise grow our business.
-26-
During the second quarter, we negotiated agreements with an
investment banking entity and several financial consultants to
assist us in evaluating financing opportunities and alternatives
within our current financial condition and capital structure. We
filed a Form S-8 Registration Statement for payments of fees to
several consultants and financial advisors. We also prepared a
Regulation S Offering Memorandum for 5,000,000 shares at $0.50 per
share. A potential offshore investor has indicated an interest in
funding the entire offering. Also, during the second quarter, we
were able to negotiate several short term loans from an investor
totaling approximately $725,000.
There are significant debt obligations which must be repaid in cash
at some point or we must explore other alternatives for repayment,
which could be in the form of conversion of debt to equity,
replacement financing and/or repayment by an offering of
securities. It may be difficult to repay the existing debt when
due, extend the due date of the existing debt, reach some agreement
with regard to converting the debt to equity or otherwise satisfy
our obligation. Likewise, if a new source of financing is found to
replace our current sources, we could face similar risks in the
future with regard to our ability to repay or otherwise take care
of any future debt. Also, any additional issuances of securities,
whether in the form of converting debt to equity or the form of a
securities offering, would dilute the share value of current
shareholders.
One of our business segments advances funds to small operating and
start-up entities. These advances are evidenced with an interest
bearing note and financing agreement. There is a risk that these
entities will not be able to repay their advances. We are carrying
these advances as assets on our balance sheet. Our expectation is
that these start-up and small operating companies may take 3 to 5
years before being in a position to repay our advances. If,
because of current economic conditions or the lack of availability
of capital to continue funding start-up and small operating
companies, or their inability to successfully implement their
business plans, or because of actual results and lack of acceptance
by the market place, then we would assess the carrying value of
these advances for impairment. We would consider adjusting the
carrying value to reflect anticipated recoverability; or,
alternatively, we may seek to convert the advances into an equity
-27-
interest in the entity. However, we may face difficulty in
negotiating with such borrowers with regard to the ability to
convert the debt into equity or the conversion ratio. If the
advances are converted into equity of the borrowing entity, there
exists a possibility that the equity interest will not be a liquid
investment or that the value of such equity interest will not be at
or near the value of the advances made. Further, if one or more of
the entities to which funds have been advanced is unable to repay
the advance when due or if the advance is converted into a non-
liquid equity investment, we could potentially have working capital
shortages.
Our eye-care business segment is operating in accordance with
current laws and regulations. If new health-care related
legislation is passed at a local, state or federal level, it could
adversely affect our operations. There are potential risks that we
may not be able to (1) continue our business as planned, (2) adjust
our business plan in accordance with any new requirements, or (3)
operate in a profitable manner.
If our growth plans come to fruition, we expect to hire additional
personnel. The current low unemployment rate might present a
challenge to locate and attract qualified individuals to fill new
positions. There are potential risks that we may not be able to
(1) fill every new position in a timely manner, (2) retain current
employees, or (3) offer compensation packages that would attract
top quality candidates.
- -------------------------------------------------------------
Results of Operations - Quarters Ended June 30, 2001 and 2000
- -------------------------------------------------------------
The Company posted revenues of $223,482 for the quarter ended June
30, 2001, up from $22,780 for the same quarter in 2000. Most of
this increase came from our Eyesite Laser Center operations. Cost
of goods sold increased from $15,321 to $209,983, all of which was
associated with eye-care operations. Should working capital become
available to promote and advertise our Eyesite Laser Center we
-28-
expect that revenues will grow in the ensuing quarters. However,
if resources are not available we anticipate that revenue growth
will be negligible.
General and administrative expenses increased from $530,222 in the
second quarter of 2000 to $609,950, reflecting a $26,000 increase
in overhead; a $123,000 reduction in personnel costs; a $80,000
increase in legal and professional fees associated with the
preparation of two registration statements discussed above; and a
$100,000 write-down of impaired goodwill.
Other Income/(Expense) decreased from $53,911 to $28,204 reflecting
a reduction in interest income of approximately $32,000 because
certain advances were written off in the first quarter.
Additionally, interest expense decreased by $45,453 over the same
period a year ago because interest is not being accrued on certain
loans. Finally, our share of the loss in our equity investee, e-
Data, declined by approximately $13,000 because e-Data reduced
their operating costs.
Should sufficient resources become available, we would continue our
incubation segment strategies by advancing funds to start-up and
small operating companies in industries we have identified as
meeting our growth and investment criteria. If the resources are
in the form of debt, we would expect increases in interest expense.
It would also mean that interest income would possibly increase if
additional advances are made and financing agreements are obtained
from entities to which we advance funds.
- ---------------------------------------------------------------
Results of Operations - Six Months Ended June 30, 2001 and 2000
- ---------------------------------------------------------------
Revenues increased over the same period from the prior year by
approximately $487,000 which is due to revenues generated by our
Eyesite Laser Center. The increase of approximately $374,000 in
cost of sales is entirely attributable to our eye-care business
segment.
General and administrative expenses increased by approximately
$955,000 reflecting a $69,000 reduction in overhead; a $200,000
decrease in personnel costs; a $142,000 increase in legal and
professional fees reflecting the costs associated with various SEC
filings; and impairment losses associated with advances ($986,000)
and goodwill ($103,000).
-29-
Other Income/(Expense) decreased by approximately a net $18,000.
Interest income decreased $64,000 reflecting the impairment losses
on advances referred to above. Interest expense decreased by
$41,000 over the same period a year ago because interest is not
being accrued on certain loans. Finally, our share of the loss in
our equity investee, e-Data, declined by approximately $39,000
because e-Data reduced their operating costs.
- -------------------
Financial Condition
- -------------------
At June 30, cash had declined by approximately $6,400 since the
beginning of the year. Operating activities used approximately
$646,000 attributable to the payment of general and administrative
costs. Investing activities consumed approximately $186,000 of
cash during the first quarter primarily from net advances to start-
up and operating entities. Financing activities provided
approximately $826,000, all from borrowings except $12,500 raised
from the sale of stock.
Cash flow from anticipated repayments on advances, and revenues
from our eye care segment are not sufficient at this time to fund
current operations, provide capital for our business incubation
activities and provide growth capital for our eye care segment. In
order to fund these activities, we will need to obtain
additional capital through additional borrowings or the sale of
securities. There is no guarantee that we will be able to obtain
such capital. If we cannot obtain additional capital, our ability
to continue operations will be in doubt. We have significant debt
obligations which must be repaid or otherwise satisfied. It may be
difficult to repay the existing debt when due or to modify terms
such as extending due dates or converting the debt to equity. We
will attempt to negotiate satisfactory arrangements with our
lenders.
PART II - OTHER INFORMATION
(Items 3, 4 and 5 have been omitted as there is no information to
report.)
-30-
Item 1. Legal Proceedings
- --------------------------
The Company has been notified of a recommendation by the staff of
the Securities and Exchange Commission (the "Commission") that
the Commission bring a civil injunction action against the
Company and two (2) of its directors, alleging certain violations
of the Securities Act of 1933 and the Securities Exchange Act of
1934. The Company has hired securities counsel and intends to
defend itself and its directors against such allegations and
proposed action.
Item 2. Changes in Securities.
- -------------------------------
The following changes in securities occurred during the quarter
ended
June 30, 2001.
On May 7, 2001, the Company filed an S-8 Registration Statement
under The Securities Act of 1933 to register 600,000 shares of the
Company's $0.001 par value common stock.
On May 31, 2001, we issued 100,000 shares of our restricted common
stock to Donner Corp International in connection with the execution
of the consulting agreement attached to our Form 8-K filed on May
7, 2001.
On May 29, 2001, we sold 10,000 shares of common stock to one of
the consultants engaged to assist us in raising capital as
described in the Form 8-K filed May 7, 2001.
On June 14, 2001, two of the shareholders of Framing Systems, Inc.
(our 68% owned subsidiary) exchanged 50,000 shares for 2,000 shares
of our common stock.
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
Exhibits - None
Reports on Form 8-K
-31-
On May 7, 2001, the Company filed a Current Report on Form 8-K with
the Securities and Exchange Commission reporting a series of
investment banking agreements with Donner Corp International and
certain consultants that will assist us in raising capital.
Also, on May 7, 2001, the Company filed a Form S-8 Registration
Statement under the Securities Act of 1933 reporting the
registration of 600,000 shares of the Company's $0.001 par value
common stock that will be offered for sale at $1.25 per share.
On May 16, 2001, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting certain
amendments to the consulting agreements that were exhibits in the
Form 8-K filed on May 7, 2001.
On May 31, 2001, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting an investment
banking agreement with a consultant who will be compensated with
stock options.
On June 5, 2001,the Company filed a Current Report on Form 8-K with
the Securities and Exchange Commission reporting an investment
banking agreement with a consultant who will be compensated with
stock options.
On June 26, 2001, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting certain
amendments to the consulting agreements that were exhibits in the
Form 8-K filed on May 7, 2001.
On July 5, 2001, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting an employment
contract with Mr. Dan Weaver, Vice President of Finance.
On July 18, 2001, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting certain
amendments to the consulting agreements that were exhibits in the
Form 8-K filed on May 7, 2001.
-32-
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Rhino Enterprises Group, Inc.
(Registrant)
Date: August 14, 2001 By:/S/ DANIEL H. WEAVER
--------------------------------
Daniel H. Weaver
Chief Financial Officer and duly
authorized officer
-33-