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 31, 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 May 30,2001, Rhino Enterprises Group, Inc. (OTCBB:
RHNO), has entered into a consulting agreement with Geoffrey J.
Smith.  Mr. Smith will be consulting and assisting RHNO with the
acquisition of Swan River Corporation.

As compensation for Mr. Smith's services under this agreement,
RHNO has agreed to grant Mr. Smith options to purchase fifteen
thousand (15,000) shares of RHNO's restricted common stock at
$0.50 per share with a three (3) year option to exercise. The
consulting agreement terminates on August 31, 2001. The Company
has the right to terminate the agreement at an earlier date with
five (5) days written notice.

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                         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: May 31, 2001          By:/S/ DANIEL H. WEAVER
                            --------------------------------
                            Daniel H. Weaver
                            Chief Financial Officer and duly
                            authorized officer



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