SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



                            FORM 8-K


                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES AND EXCHANGE ACT OF 1934




DATE OF REPORT                                      May 7, 2001




                  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









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Effective April 30, 2001, Rhino Enterprises Group, Inc. (OTCBB:
RHNO), has signed an Investment Banking Agreement with Donner
Corp. International (DCI).  Rhino is seeking DCI's services in
order to explore strategic alternatives that will assist Rhino in
evaluating and maximizing shareholder value and seeking
additional capital funding.

DCI is a full service licensed broker/dealer investment banking
firm that has had many success stories with small publicly held
companies.  For more information about DCI, please visit the
Donner Corp. International web/site at www.donnercorp.com.

As compensation for DCI's services under this Agreement, RHNO has
agreed to compensate DCI in the following manner:

     $5,000 non-refundable, Due-Diligence fee;

     $2,500 per month for the services provided;

     A nominal fee for each Donner Analyst Report sent to
inquiries via regular mail or fax.

Immediate issuance of one hundred thousand (100,000) shares of
RHNO Restricted Common Stock to be received by DCI prior to
public release of RHNO Analyst Report;

     Issuance of one hundred thousand (100,000) shares of RHNO
Restricted Common Stock to be issued to DCI no later than July
20, 2001; and

     Issuance of one hundred thousand (100,000) shares of RHNO
Restricted Common Stock to be issued to DCI no later than October
20, 2001; and

     Issuance of one hundred thousand (100,000) shares of RHNO
Restricted Common Stock to be issued to DCI no later than January
20, 2002.

In a related matter, on May 7, 2001, the Company filed an S-8 to
register 600,000 shares of the Company's $.001 par value common
stock, issuable pursuant to certain consultant agreements entered
into by the Company with affiliates of DCI (each, a DCI
consultant).  Each Consultant will have the option to purchase
150,000 shares of common stock:  DCI Consultants Paul Runyon and
Mike Uberti at $0.25 per share; Stephen Freyer, David Livingston
and Jay Chung at $1.25 per share.

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The Company's arrangement with DCI permits the termination of the
consulting agreement following thirty (30) days' written notice
to DCI.

The statements contained in this news release that are not purely
historical are forward-looking statements that may involve risks
and uncertainties.  The Company's actual results may differ
significantly from the results contained in the forward-looking
statements.

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