As filed with the Securities and Exchange Commission on
                          May 7, 2001
                          Reg. No. 33



                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                ___________________________________


                           FORM S-8
                     REGISTRATION STATEMENT
                            UNDER
                   THE SECURITIES ACT OF 1933

                ___________________________________


                  Rhino Enterprises Group, Inc.,
                      A Nevada Corporation


          Nevada                             88-0333844
(State or other jurisdiction of           (I.R.S. Employer
Incorporation or organization)            identification No.)

                  2925 LBJ Freeway, Suite 188
                       Dallas, TX 75234
                        (972) 241-2669
          ________________________________________________

               ADVISORY AND CONSULTING AGREEMENTS
                ________________________________

Robert W. Moehler
President
2925 LBJ Freeway, Suite 188
Dallas, TX 75234
(972) 241-2669

Copy to:
Rebecca Wilson, Esq.
2961 W. MacArthur Blvd, Suite 120
Santa Ana, CA 92704
(714) 850-3356  (714) 850-3368 (fax)


                              -1-
<PAGE>

<TABLE>
<CAPTION>

                    CALCULATION OF REGISTRATION FEE
<S>
<C>                   <C>            <C>               <C>                  <C>
Title of securities   Amount to be   Proposed maximum  Proposed maximum     Amount of
to be registered      registered     Offering price    aggregate offering   registration fee
                                     per share         price

Common Stock
(par value .001)      600,000        $01.25            $750,000             $187.50

</TABLE>

Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457 (h) of the
General Rules and Regulations under the Securities Act of 1993,
based upon the exercise price of 600,000 options at $1.25 per
share.



                           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

                              -2-
<PAGE>
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.
                              -3-
<PAGE>

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:

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.
                              -4-
<PAGE>
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 May 2, 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-

                              -5-
<PAGE>
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        May 2, 2001

/s/ Daniel H. Weaver
Daniel H Weaver          Executive VP Finance,       May 2, 2001
                         Secretary, Director

/s/George W. Flinn
George W. Flinn                Director              May 2, 2001


INDEX TO EXHIBITS

Exhibit    Description
No.

           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

                              -6-
<PAGE>
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{"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": "333-60478", "film-number": "1626034"}, "business-address": {"street1": "2925 LBJ FREEWAY SUITE 188", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9722412669"}}
As filed with the Securities and Exchange Commission on
                          May 7, 2001
                          Reg. No. 33

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                ___________________________________

                           FORM S-8
                     REGISTRATION STATEMENT
                            UNDER
                   THE SECURITIES ACT OF 1933

                ___________________________________

                  Rhino Enterprises Group, Inc.,
                      A Nevada Corporation

          Nevada                             88-0333844
(State or other jurisdiction of           (I.R.S. Employer
Incorporation or organization)            identification No.)

                  2925 LBJ Freeway, Suite 188
                       Dallas, TX 75234
                        (972) 241-2669
          ________________________________________________

               ADVISORY AND CONSULTING AGREEMENTS
                ________________________________

Robert W. Moehler
President
2925 LBJ Freeway, Suite 188
Dallas, TX 75234
(972) 241-2669

Copy to:
Rebecca Wilson, Esq.
2961 W. MacArthur Blvd, Suite 120
Santa Ana, CA 92704
(714) 850-3356  (714) 850-3368 (fax)

                              -1-
CALCULATION OF REGISTRATION FEE
Title of securities   Amount to be   Proposed maximum  Proposed maximum     Amount of
to be registered      registered     Offering price    aggregate offering   registration fee
                                     per share         price

Common Stock
(par value .001)      600,000        $01.25            $750,000             $187.50
Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457 (h) of the
General Rules and Regulations under the Securities Act of 1993,
based upon the exercise price of 600,000 options at $1.25 per
share.

                           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

                              -2-
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.
                              -3-
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:

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.
                              -4-
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 May 2, 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-

                              -5-
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        May 2, 2001

/s/ Daniel H. Weaver
Daniel H Weaver          Executive VP Finance,       May 2, 2001
                         Secretary, Director

/s/George W. Flinn
George W. Flinn                Director              May 2, 2001

INDEX TO EXHIBITS

Exhibit    Description
No.

           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

                              -6-