PART I

  INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


  Item 1.        Plan Information.*

  Item 2.        Registrant Information and Employee Plan
  Annual Information.*

       *Information required by Part 1 to be contained in the
  Section 10(a) prospectus is omitted from the registration
  statement in accordance with Rule 428 under the Securities
  Act of 1933.
































                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference

       The following documents filed by Rhino Corporation,
  Inc. (the "Company") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference
  herein:

       (a) the Company's annual report on Form 10-KSB for the
  fiscal year ended December 31, 2000 (Commission File No. 0-
  29403):

       (b) all other reports filed by the Company pursuant to
  Section 13(a) or Section 15 (d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), since December
  31, 2000 through the date hereof; and

       (c) any document filed by the Company with the
  Commission pursuant to Sections 13(a), 13( c), 14 or 15(d)
  of the Exchange Act subsequent to the date hereof, but prior
  to the filing of a post-effective amendment to this
  Registration Statement which indicates that all shares of
  Common Stock registered hereunder have been sold or that
  deregisters all such shares of common Stock then remaining
  unsold, such documents being deemed to be incorporated by
  reference herein and to be 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 Officer

       The Certificate of Incorporation of the Company
  provides that all directors, officers, employees and agents
  of the Company shall be entitled to be indemnified by the
  Company to the fullest extent permitted by law. The
  Certificate of Incorporation also provides as follows:

       The corporation shall, to the fullest extent permitted
  by the Act, as the same may be amended and supplemented,
  indemnify all directors, officers, employees, and agents of
  the corporation whom it shall have power to indemnify
  thereunder from and against any and all of the expenses,
  liabilities, or other matters referred to therein or covered
  thereby.

       Such right to indemnification or advancement of
  expenses shall continue as to a person who has ceased to be
  a director, officer, employee, or agent of the corporation,
  and shall inure to the benefit of the heirs, executives, and
  administrators of such persons.  The indemnification and
  advancement of expenses provided for herein shall not be
  deemed exclusive of any other rights to which those seeking
  indemnification or advancement may be entitled under any
  bylaw, agreement, vote of stockholders or of disinterested
  directors or otherwise. The corporation shall have the right
  to purchase and maintain insurance on behalf of its
  directors, officers, and employees or agents to the full
  extent permitted by the Act, as the same may be amended or
  supplemented.

  Commission Policy

       Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 (the  "Act") may be
  permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, or otherwise,
  the Company has been advised 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 to this registration statement are listed
  in the index to Exhibits on page 8.

  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:

           (i)   To include any prospectus required by Section
  10(a)(3) of the securities Act 1933:

           (ii)  To reflect in the prospectus any facts or
  events arising after the effective date of this Registration
  Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent
  a fundamental change in the information set forth in this
  Registration Statement:

           (iii) To include any material information with
  respect to the plan of distribution not previously disclosed
  in this Registration Statement or any material change to
  such information in this Registration Statement; provided,
  however, that paragraph (1)(i) and (I)(ii) do not apply if
  the information required to be included in a post-effective
  amendment by those paragraph is contained in periodic
  reports filed by the Company pursuant to Section 13 or
  Section 15 (d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.

       (2)   That for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendments 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.

             To remove from registration by mean of a post-
  effective amendment any of the securities being registered
  hereunder that remain unsold at the termination of the
  offering.

             The undersigned Company hereby undertakes that
  for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13 (a) or Section 15 (d) of the
  Securities and Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Securities Exchange Act of
  1934) 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.

       (3)  Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the Company
  pursuant to the above-described provisions or otherwise, the
  Company has been advised that in the opinion of the
  Commission such indemnification is against public policy as
  expressed in the Securities act of 1933 and is, therefore,
  unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the
  payment by the Company of expenses incurred or paid by a
  director, officer or controlling person of the Company 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 Company
  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 Securities Act of 1933 and will be governed by the
  final adjudication of such issue.

                         SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing a
  form S-8 and has duly caused this Registration Statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas on August
  30, 2001.

                              Rhino Enterprises Group, Inc.
                              By  /s/ Robert W. Moehler
                              -----------------------------
                              Robert W. Moehler President


  Each person whose signature appears below hereby constitutes
  and appoints Robert W. Moehler as his true and lawful
  attorney-in-fact and agent, with full power of substitution
  and resubstitution, for him or her and in his or her name,
  place and stead in any and all capacities to sign any and
  all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 and to file the same,
  with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange  Commission
  under the Securities Act of 1933.  Pursuant to the
  requirements of the Securities Act of 1933, this
  registration statement was signed by the following persons
  in the capacities and on the dates indicated.

  Signature                    Title                Date

  /s/ Robert W. Moehler
  ---------------------
  Robert W. Moehler      President & Director  August 30, 2001

  /s/ Daniel H. Weaver
  --------------------
  Daniel H Weaver        Executive VP Finance, August 30, 2001
                         Secretary, Director

  /s/George W. Flinn
  ------------------
  George W. Flinn             Director         August 30, 2001

  /s/Joe H. Glover
  ----------------
  Joe H. Glover               Director         August 30, 2001

                      INDEX TO EXHIBITS



  Exhibit   Description
  NO.



  4.1       Advisory and Consulting Agreements

  5.1       Opinion of Counsel, regarding the legality of the
           securities registered hereunder.

  23.1      Consent of Independent Public Accountants.

            Consent of Counsel (included as part of Exhibit
            5.1)




  Exhibit 4.1     Advisory and Consulting Agreements


                  Number of Shares/Options

       4.1 (a)   175,000

       4.1 (b)    75,000

       4.1 (c)   100,000

       4.1 (d)   100,000

       4.1 (e)   100,000
[{"type": "S-8", "sequence": "1", "filename": "s8aug30main.txt", "description": "S-8 MAIN", "secsgml_size_bytes": 10162}]
{"company-data": {"conformed-name": "RHINO ENTERPRISES GROUP INC", "cik": "0001101809", "assigned-sic": "6770", "irs-number": "880333844", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68824", "film-number": "1729540"}, "business-address": {"street1": "2925 LBJ FREEWAY SUITE 188", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9722412669"}}
PART I

  INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

  Item 1.        Plan Information.*

  Item 2.        Registrant Information and Employee Plan
  Annual Information.*

       *Information required by Part 1 to be contained in the
  Section 10(a) prospectus is omitted from the registration
  statement in accordance with Rule 428 under the Securities
  Act of 1933.

                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference

       The following documents filed by Rhino Corporation,
  Inc. (the "Company") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference
  herein:

       (a) the Company's annual report on Form 10-KSB for the
  fiscal year ended December 31, 2000 (Commission File No. 0-
  29403):

       (b) all other reports filed by the Company pursuant to
  Section 13(a) or Section 15 (d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), since December
  31, 2000 through the date hereof; and

       (c) any document filed by the Company with the
  Commission pursuant to Sections 13(a), 13( c), 14 or 15(d)
  of the Exchange Act subsequent to the date hereof, but prior
  to the filing of a post-effective amendment to this
  Registration Statement which indicates that all shares of
  Common Stock registered hereunder have been sold or that
  deregisters all such shares of common Stock then remaining
  unsold, such documents being deemed to be incorporated by
  reference herein and to be 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 Officer

       The Certificate of Incorporation of the Company
  provides that all directors, officers, employees and agents
  of the Company shall be entitled to be indemnified by the
  Company to the fullest extent permitted by law. The
  Certificate of Incorporation also provides as follows:

       The corporation shall, to the fullest extent permitted
  by the Act, as the same may be amended and supplemented,
  indemnify all directors, officers, employees, and agents of
  the corporation whom it shall have power to indemnify
  thereunder from and against any and all of the expenses,
  liabilities, or other matters referred to therein or covered
  thereby.

       Such right to indemnification or advancement of
  expenses shall continue as to a person who has ceased to be
  a director, officer, employee, or agent of the corporation,
  and shall inure to the benefit of the heirs, executives, and
  administrators of such persons.  The indemnification and
  advancement of expenses provided for herein shall not be
  deemed exclusive of any other rights to which those seeking
  indemnification or advancement may be entitled under any
  bylaw, agreement, vote of stockholders or of disinterested
  directors or otherwise. The corporation shall have the right
  to purchase and maintain insurance on behalf of its
  directors, officers, and employees or agents to the full
  extent permitted by the Act, as the same may be amended or
  supplemented.

  Commission Policy

       Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 (the  "Act") may be
  permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, or otherwise,
  the Company has been advised 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 to this registration statement are listed
  in the index to Exhibits on page 8.

  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:

           (i)   To include any prospectus required by Section
  10(a)(3) of the securities Act 1933:

           (ii)  To reflect in the prospectus any facts or
  events arising after the effective date of this Registration
  Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent
  a fundamental change in the information set forth in this
  Registration Statement:

           (iii) To include any material information with
  respect to the plan of distribution not previously disclosed
  in this Registration Statement or any material change to
  such information in this Registration Statement; provided,
  however, that paragraph (1)(i) and (I)(ii) do not apply if
  the information required to be included in a post-effective
  amendment by those paragraph is contained in periodic
  reports filed by the Company pursuant to Section 13 or
  Section 15 (d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.

       (2)   That for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendments 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.

             To remove from registration by mean of a post-
  effective amendment any of the securities being registered
  hereunder that remain unsold at the termination of the
  offering.

             The undersigned Company hereby undertakes that
  for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13 (a) or Section 15 (d) of the
  Securities and Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Securities Exchange Act of
  1934) 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.

       (3)  Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the Company
  pursuant to the above-described provisions or otherwise, the
  Company has been advised that in the opinion of the
  Commission such indemnification is against public policy as
  expressed in the Securities act of 1933 and is, therefore,
  unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the
  payment by the Company of expenses incurred or paid by a
  director, officer or controlling person of the Company 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 Company
  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 Securities Act of 1933 and will be governed by the
  final adjudication of such issue.

                         SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing a
  form S-8 and has duly caused this Registration Statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas on August
  30, 2001.

                              Rhino Enterprises Group, Inc.
                              By  /s/ Robert W. Moehler
                              -----------------------------
                              Robert W. Moehler President

  Each person whose signature appears below hereby constitutes
  and appoints Robert W. Moehler as his true and lawful
  attorney-in-fact and agent, with full power of substitution
  and resubstitution, for him or her and in his or her name,
  place and stead in any and all capacities to sign any and
  all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 and to file the same,
  with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange  Commission
  under the Securities Act of 1933.  Pursuant to the
  requirements of the Securities Act of 1933, this
  registration statement was signed by the following persons
  in the capacities and on the dates indicated.

  Signature                    Title                Date

  /s/ Robert W. Moehler
  ---------------------
  Robert W. Moehler      President & Director  August 30, 2001

  /s/ Daniel H. Weaver
  --------------------
  Daniel H Weaver        Executive VP Finance, August 30, 2001
                         Secretary, Director

  /s/George W. Flinn
  ------------------
  George W. Flinn             Director         August 30, 2001

  /s/Joe H. Glover
  ----------------
  Joe H. Glover               Director         August 30, 2001

                      INDEX TO EXHIBITS

  Exhibit   Description
  NO.

  4.1       Advisory and Consulting Agreements

  5.1       Opinion of Counsel, regarding the legality of the
           securities registered hereunder.

  23.1      Consent of Independent Public Accountants.

            Consent of Counsel (included as part of Exhibit
            5.1)

  Exhibit 4.1     Advisory and Consulting Agreements

                  Number of Shares/Options

       4.1 (a)   175,000

       4.1 (b)    75,000

       4.1 (c)   100,000

       4.1 (d)   100,000

       4.1 (e)   100,000