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 October 15, 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 -1- Effective October 8,2001, Rhino Enterprises Group, Inc. (OTCBB: RHNO), entered into an Asset Purchase Agreement with Sports Nation, Inc., a Nevada Corporation, to acquire a collection of limited edition, high-grade sports memorabilia. In consideration for the sale of the assets, RHNO shall deliver to Sports Nation, Inc. at closing the base purchase price of $1,167,000.00 payable as follows: 1. 200,000 shares of RHNO restricted common stock ("Common"). This Common will have piggy back registration rights for any registration that RHNO does with the SEC and; 2. 200,000 shares of RHNO Series B $5.00 per share cumulative convertible preferred stock ("Preferred"). 3. The conversion feature will allow the holder to exchange one share of Preferred for two shares of Common anytime after six months of issuance. The converted Common will have piggyback registration rights for any registration that RHNO does with the SEC. The Preferred will have a 14% dividend rate and will contain an 18 month redemption feature. -2- 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: October 15, 2001 By:/S/ DANIEL H. WEAVER ------------------------------- Daniel H. Weaver Chief Financial Officer and duly authorized officer -3-