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                                    August 14, 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 August 7,2001, the Rhino Enterprises Group, Inc.
(OTCBB: RHNO) Board of Directors has approved a reduction in the
per share exercise price on 10,989 options issued to Stephen
Fryer, Consultant to Rhino and affiliate to Donner Corp.
International. The Board unanimously agreed to reduce the
exercise price on Mr. Fryer's options from $1.25 per share to
$0.91 per share.  Mr. Fryer's options were previously granted in
accordance with a Consulting Agreement dated May 1, 2001.





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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: August 14, 2001       By:/S/ DANIEL H. WEAVER
                            --------------------------------
                            Daniel H. Weaver
                            Chief Financial Officer and duly
                            authorized officer




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