UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                          FORM 10-QSB


  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                          MARCH 31, 2000



                 Commission file number 0-29403



                  RHINO ENTERPRISES GROUP, INC.,
                      a Nevada corporation
       2925 LBJ Freeway, Suite 188, Dallas, Texas 75234
                        (972) 241-2669


                   IRS Tax ID #: 88-033844


                          -1-

<PAGE>

               PART I: FINANCIAL INFORMATION

Item 1. Financial Statements:

The consolidated financial statements for the quarter ended March
31, 2000 for Rhino Enterprises Group, Inc. ("Rhino" or the
"Company") follow.


                          -2-

<PAGE>

RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 (unaudited) and DECEMBER 31, 1999 (audited)

ASSETS                                     March       December
-------------------------------------   ----------    ----------
Current Assets
   Cash                                $    81,943   $   390,071
   Receivables                           1,740,445     1,584,044
   Prepaid expenses and deposits           825,000       805,000
                                        ----------    ----------
     Total Current Assets                2,647,388     2,779,115
                                        ----------    ----------

Property, plant and equipment, at cost      69,406        87,670
   Less -- accumulated depreciation         (8,331)       (7,453)
Invesment in E-Data Alliance Corp.         170,655       200,000
Intangible assets, at cost                 240,000       240,000
   Less -- accumulated amortization        (26,667)       (6,667)
                                        ----------    ----------
     Total Long-lived Assets               445,063       513,550
                                        ----------    ----------
       Total Assets                    $ 3,092,451   $ 3,292,665
                                        ==========    ==========

CURRENT LIABILITIES
------------------------------------    ----------    ----------
Accounts payable                       $    96,191   $    41,985
Accrued expenses                           929,977       839,334
Notes payable                            3,372,551     3,082,736
                                        ----------    ----------
     Total Current Liabilities           4,398,719     3,964,055
                                        ----------    ----------

STOCKHOLDERS' EQUITY
------------------------------------
Common stock                                 1,577         1,577
Paid in capital                          1,448,105     1,448,105
Accumulated deficit                     (2,684,745)   (2,122,558)
Non-controlling interest                     1,486         1,486
Treasury stock, at cost                    (72,691)            0
                                        ----------    ----------
     Total Stockholders' Equity         (1,306,268)     (671,390)
                                        ----------    ----------
   Total Liabilities and
   Stockholders' Equity                $ 3,092,451   $ 3,292,665
                                        ==========    ==========


See Selected Notes to Consolidated Financial Statements.

                          -3-

<PAGE>

RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


                                         March 31,     March 31,
                                           2000          1999
                                        ----------    ----------

REVENUES                               $     7,524   $         0

COST OF SALES                                2,500             0
                                        ----------    ----------
   GROSS PROFIT                              5,024             0
                                        ----------    ----------

GENERAL AND ADMINISTRATIVE EXPENSES
   Operating costs                         165,735         1,328
   Personnel costs                         253,258             0
   Legal and professional fees              66,671             0
   Depreciation and amortization            22,978           858
                                        ----------    ----------
     Total General and
     Administrative Expenses               508,642         2,186
                                        ----------    ----------

       LOSS  FROM OPERATIONS              (503,618)       (2,186)
                                        ----------    ----------
OTHER INCOME (EXPENSE)
   Interest income                          38,796             0
   Interest expense                        (70,238)            0
   Equity in earnings of
   e-Data Alliance Corp.                   (29,345)            0
   Other                                     2,218             0
                                        ----------    ----------
       Total Other Income (Expense)        (58,569)            0
                                        ----------    ----------
LOSS BEFORE INCOME TAX                    (562,187)       (2,186)

PROVISION FOR INCOME TAX                         0             0
                                        ----------    ----------
NET LOSS                               $  (562,187)  $    (2,186)
                                        ==========    ==========
LOSS PER SHARE                         $     (0.36)  $     (0.01)
                                        ==========    ==========


See Selected Notes to Consolidated Financial Statements.

                          -4-

<PAGE>

RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR  THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


                                         March 31,     March 31,
                                           2000          1999
                                        ----------    ----------

CASH USED BY OPERATING ACTIVITIES

   Net Loss                            $   562,187   $    (2,186)
   Adjustments to reconcile net
   loss to net cash used by
   operating activities
     Depreciation and amortization          22,978           858
     Equity in loss of
     e-Data Alliance Corp.                  29,345             0
     Changes in working capital             93,492           691
                                        ----------    ----------
       Net Cash Used By
       Operating Activities               (416,372)         (637)
                                        ----------    ----------

CASH USED BY INVESTING ACTIVITIES

   Purchase property and equipment         (19,605)            0
   Sell property and equipment              37,869             0
   Increase in notes and advances         (568,739)            0
   Collection of notes and advances        441,595             0
                                        ----------    ----------
       Net Cash Used by
       Investing Activities               (108,880)            0
                                        ----------    ----------

CASH PROVIDED BY FINANCING ACTIVITIES

   Borrowings                              654,338             0
   Repayments                             (364,523)            0
   Purchase treasury stock                 (72,691)            0
                                        ----------    ----------

       Net Cash Provided by
       Financing Activities                217,124             0
                                        ----------    ----------

NET CHANGE IN CASH                        (308,128)         (637)


CASH, January 1                            390,071         1,108
                                        ----------    ----------

CASH, March 31                         $    81,943   $       471
                                        ==========    ==========


See Selected Notes to Consolidated Financial Statements.

                          -5-

<PAGE>

            RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000



NOTE A  - NATURE OF OPERATIONS

Rhino Enterprises Group, Inc.  (The "Company") was formerly known
as Unique Fashions, Inc. (a Nevada C corporation).  Rhino acts as
a business incubator for start-up and emerging enterprises. The
Company performs this function by providing management,
consulting services, and financing to assist established
operating entities to position themselves to enter the capital
markets.   The Company and its subsidiaries operate in two
business segments - business incubation and e-commerce.  See
further discussion in Note L below.

The Company has elected to omit certain footnotes to the
consolidated financial statements for the three months ended
March 31, 2000, since there have been no material changes (other
than those included in the footnotes shown below) to the
information previously reported in the consolidated financial
statements for the fiscal year ended December 31, 1999 by the
Company in their Registration Statement and the amendments
thereto filed in Form 10-SB.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Information - The information furnished herein was
taken from the books and records of the Company without audit.
However, such information contains all significant adjustments
which are, in the opinion of management, necessary to properly
reflect the results of the periods presented.  The information
presented is not necessarily indicative of the results from
operations expected for the full fiscal year.

Consolidation - These consolidated financial statements contain
the accounts of Rhino Enterprises Group, Inc. and its wholly-
owned subsidiaries - Eyesite.Com, Inc. and  Executive Assistance,
Inc., and its 65% - owned subsidiary, Framing Systems, Inc.
The Company's investment in E-Data Alliance Corp. represents a
50% ownership position; consequently,  this investee is accounted
for using the equity method.   All significant inter-company
transactions and balances have been eliminated in consolidation.

Property, Plant and Equipment - All fixed and depreciable assets
are carried at cost.  Depreciation of property, plant, and
equipment was provided using the straight-line method over the
expected useful life of the assets which range from 3 to 7 years.

Allowance for Uncollectible Notes Receivable - Management
believes that a reserve for uncollectible receivables was not
necessary at March 31, 2000.

Amortization of Intangible Assets  -- Intangible assets, which
consist of certain proprietary knowledge and a web-site, are
being amortized over 3 years.

                          -6-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Estimates  - The preparation of consolidated financial
statements in accordance with generally accepted accounting
principles requires management to make estimates and assumptions
which affect the reported amounts of assets, liabilities,
revenues and expenses, and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements.
Actual results could differ from those estimates.

Income Tax Accounting  - Income taxes are provided for the tax
effects of transactions reported in the consolidated financial
statements and consist of taxes currently due, plus deferred
taxes.  Deferred tax assets or liabilities are recognized for
temporary differences between the tax basis of assets and
liabilities for financial statement and income tax purposes.
Deferred tax assets and liabilities represent future tax return
consequences of those temporary differences.  At March 31, 2000
there were no significant deferred tax assets or liabilities.

The Company has a tax net operating loss carryforward of
approximately $750,000 which will expire starting in 2010.  A
deferred tax asset has not been recognized for this net operating
loss, since management believes that it is not "more likely than
not" that this tax benefit will ever be realized.

Earnings Per Share  -- Basic loss per share was computed by
dividing the net loss allocable to common shareholders by the
weighted monthly average outstanding common shares during the
year.  A reconciliation of the numerator and denominator
associated with this calculation is presented below.  Diluted
earnings per share reflect per share amounts that would result if
potentially dilutive securities were converted into common stock.

Advertising  -  The Company expenses advertising as it is
incurred. $64,858 was expended during the three months ended
March 31, 2000.

Comprehensive Income  -  The Company has no items of "other
comprehensive income".  Therefore, net income equals
comprehensive income.

Revenue Recognition  -  Since reviving the previously dormant
Unique Fashions, Inc. in April, 1999, the Company has not
generated any significant amounts of revenue.  The subsidiaries
also did not generate any significant amount of revenue as they
were either dormant when the Company acquired them or were
incorporated late in the year.

The parent company anticipates receiving revenues from fees and
overhead reimbursements  in exchange for providing incubation
services, interest income on funds advanced in the form of short-
term notes, and the earnings of its subsidiaries and its equity-
method investee.  The subsidiaries recognize revenues based on
monthly billings for services, and as billings are presented for
work in progress.

                          -7-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock - based Compensation - Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), Accounting for Stock-based
Compensation, encourages the use of a fair-value based method of
accounting.  As allowed by SFAS 123, the Company has elected to
account for its stock-based compensation plan under the intrinsic
value-based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25"), Accounting for
Stock Issued to Employees."  Under APB No. 25, compensation
expense is recorded on the date of grant if the current market
price of the underlying stock exceeded the exercise price.  The
Company has adopted the disclosure requirements of SFAS 123.  See
Note G below.


NOTE C -- NOTES RECEIVABLE FROM OPERATING AND EMERGING
ENTERPRISES

As a vital part of its strategic activities as a business
incubator, the Company makes initial investments in established
operating entities and start-up or emerging enterprises
primarily by advancing funds in the form of short-term unsecured
notes.  The following summarizes significant advances outstanding
as of March 31, 2000

Unsecured advances to established operating entities -
   Emerging Pharmacy Solutions, Inc.                  $  300,791
   Energy Systems Solutions, Inc.                        203,000
   Sarwin Family LLC                                     144,000
   Teman Electric (related party)                        413,700
                                                       ---------
                                                       1,061,491
                                                       ---------

Advances to start-up or emerging entities -
   Ebzzz, Inc. (related party)                            10,000
   Hart Prince Group, Inc. (related party)                25,000
   Legend Security (related party)                        13,500
   Target Marketing (related party)                       47,032
   Marathon Capital Group (related party)                 92,000
   Real Talk Network, Inc. (secured)                     200,000
                                                       ---------
                                                         387,532
                                                       ---------

Other unsecured receivables -
   Individuals                                           171,370
   Overhead reimbursements and interest                   85,052
   Stockholders                                           35,000
                                                       ---------
                                                         291,422
                                                       ---------
     Total Receivables                                $1,740,445


                          -8-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000



NOTE C - NOTES RECEIVABLE FROM OPERATING AND EMERGING ENTITIES,
cont.

Each of these notes is due in less than one year and bear
interest ranging from 6% to 10%.  Accrued interest amounting to
$50,803 is included in "Receivables."   As of the date of the
the consolidated financial statements, none of the notes are
delinquent.  The established operating enterprises have track
records of profitability and cash generation and the Company
believes that there is not a significant risk of not collecting
the funds advanced.

The note from Real Talk Network, Inc. is secured by the personal
guarantee of the stockholders of Real Talk Network, Inc. and all
the tangible assets of the company, which consist primarily of
cash and equipment.

The Company anticipates either receiving repayment of the funds
advanced, or taking an equity position when the entity is ready
to either go public or become a subsidiary of the Company.  Each
of the entities listed above is an operating enterprise with the
capability to repay the loans.   Any exchange of stock in
satisfaction of the notes will be negotiated at the time of
conversion.


NOTE D - INDEBTEDNESS

At March 31, 2000, Rhino had short term indebtedness as follows -

   Note payable to Digital Information & Virtual
   Access, Inc., 6% interest, unsecured, Note
   is due on demand                                   $  829,424

   Note payable to Southwest Leasing, Inc.  8%
   interest, unsecured. Note is due on demand             33,260

   Note payable to Southwest Leasing, Inc.  8%
   interest, unsecured. Note is due on demand             25,000

   Note payable to Net.Return, Inc. 10% interest,
   unsecured.  Note is due on or before 1-19-01          100,000

   Note payable to Net.Return, Inc. 10% interest,
   unsecured.  Note is due on or before 1-31-01          200,000

   Note payable to Net.Return, Inc. 10% interest,
   unsecured.  Note is due on or before 12-31-00       2,000,000
                                                       ---------
                                                      $3,187,684
                                                       ---------

                          -9-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000



NOTE D - INDEBTEDNESS - continued

At March 31, 2000, Eyesite.Com, Inc. had short term indebtedness
as follows -

   Note payable to Southwest Leasing, 8% interest,
   Unsecured and due March 15, 2001                  $    38,200

   Note payable to Southwest Leasing, 8% interest,
   Unsecured and due March 24, 2001                       20,000

   Note payable to Southwest Leasing, 8% interest,
   Unsecured and due March 20, 2001                       60,000

   Note payable to Net.Return, Inc., 10% interest,
   Unsecured and due February 15, 2001                    50,000

   Note payable to Dr. Gary Edwards, 10% interest,
   secured by certain intellectual property and
   license rights.  Due in six monthly installments
   of $8,333                                              16,667
                                                       ---------
                                                         184,667
                                                       ---------
       Consolidated Debt at 3-31-00                   $3,372,351
                                                       ---------


NOTE E  - COMMON STOCK

The Company has 25,000,000 of authorized shares of common stock
at a par value of $0.001 per share.   At March 31, 2000, there
were 1,577,126 shares outstanding.


NOTE F -- EARNINGS PER SHARE RECONCILIATIONS

The following table summarizes the amounts used to calculate the
basic loss per share as reported in the accompanying consolidated
statement of income. The stock options discussed below were not
included in the calculation of diluted loss per share as their
effect was anti-dilutive.

                             For the Quarter Ended December 31
                                      2000             1999
                                   ----------       ----------
Net Loss                            $562,187         $  2,186

Weighted average outstanding
  shares                            1,576,743         556,836

                          -10-

<PAGE>

         RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000


NOTE G -- STOCK OPTIONS

On October 27, 1999, the Company granted certain key employees,
officers and directors non-qualified stock options (which vest
monthly over a period of 5 years) to purchase up to 952,500
shares of common stock at $.25 per share.  The fair value of the
Company's common stock on the grant date was $0.25.  Because the
Company applies APB No. 25 in accounting for its stock plan, no
compensation costs have been recognized in the accompanying
consolidated statement of income.

If, under the provisions of SFAS No. 123, the Company had
calculated compensation costs based on the fair value at the
grant date for these stock options, net earnings and earnings per
share would not have been materially effected.  The estimated per
share weighted average fair value of the stock options granted
during 1999 was $0.06.  This amount was determined using the
Black-Scholes option pricing model, which values options based on
the stock price at the grant date, the expected life of the
option, the estimated volatility of the stock, expected dividend
payments, and the risk-free interest rate over the expected life
of the options.  The dividend yield was set at zero, since the
Company has not paid any dividends and does not expect to do so
in the foreseeable future.  Expected volatility was also set a
zero, since the Company's stock is restricted and has had a very
small trading volume.  The risk-free interest rate was based on
the Federal Reserve's bond discount rate of 6%.

The following table summarizes options outstanding at March 31,
2000 and the changes during the three months then ended -

Outstanding at December 31, 1999                         952,500

   Granted                                                     0
   Exercised                                              52,050
   Canceled                                              137,500
                                                     -----------

Outstanding at March 31, 2000                            762,950
                                                    ------------

Exercisable at March 31, 2000                             27,275


NOTE H  - COMMITMENTS AND CONTINGENCIES

The Company operates out of sub - leased facilities under the
terms of a month-to-month rental  agreement.  The primary tenant
is one of the Company's shareholders.  Rent expense was $27,871
and $ -0-  for the three months ended March 31, 2000 and 1999,
respectively.

                          -11-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000


NOTE H  - COMMITMENTS AND CONTINGENCIES  - (continued)

The Company also has an overhead (expenses related to occupancy,
such as telephone, utilities, etc.) reimbursement agreement which
is based on the square-footage occupied, with this same
stockholder.  This arrangement calls for monthly billings.  See
the related party footnote disclosures in Note L for a summary of
amounts incurred and paid under this reimbursement agreement.

On November 29, 1999, the Board of Directors approved the buy-
back of up to 200,000 shares of the Company's common shares for a
price not to exceed $5 per share for a period of 180 days from
the date the Company issues a press release to its stockholders
announcing such a buy-back.  During the three months ended March
31, 2000, the Company has purchased 19,650 shares of its common
stock back from its shareholders at an average price of $3.70.

On December 22, 1999, Eyesite.Com, Inc. entered into a consulting
contract with Dr. Gary Edwards to maintain and enhance its web
site.  Among other things, the agreement provides for 36 monthly
payments of $7,000 which is for 200 hours per month at $35 per
hour for Dr. Edwards services.

On March 7, 2000, The Company entered into a sale-leaseback
transaction with Southwest Leasing, Inc. an related entity, for
automobiles and equipment.  The leases are operating leases which
provide for, among other things, 60 monthly payments of $935.  At
the Company's option, the lease can be renewed for an additional
24 months at the same monthly rental rate.


NOTE I - CONCENTRATIONS OF CREDIT RISK

The Company maintains cash in several accounts with financial
institutions, including a money market account with a national
brokerage house.  At various times during the three months ended
March 31, 2000,  the Company had funds on deposit in excess of
the Federally insured limits of $100,000.


NOTE J  - EQUITY IN E-DATA ALLIANCE CORP.

The Company owns a 50% interest in e-Data Alliance Corp. The
following represents unaudited financial information taken from
the books and records of e-Data for the three months ended March
31, 2000

Sales                                                   $ 24,490
Gross profit (loss)                                      (44,224)
Loss from operations                                     (53,318)
Net loss                                                 (53,318)

                          -12-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000


NOTE K -- RELATED PARTY TRANSACTIONS

Related Party &      Balance at     Amounts       Amounts       Balance at
Relationship        Dec 31, 1999    Advanced     Collected    March 31, 2000
---------------    -------------   ----------   -----------   --------------

Teman Electric(1)     $333,700      $ 80,000    $   - 0 -        $413,700

Memorabilia &
Antiquities (2)        355,000        77,500      432,500               0

Marathon Group (1)      40,000        52,000        - 0 -          92,000

Joe Glover (1)          10,000           -0-        - 0 -          10,000

Dan Weaver (1)           5,000        10,000        - 0 -          15,000

Start-up entities
listed in Note C (3)       -0-        95,532        - 0 -          95,532

                      Funds           Amounts
                      Received from   Repaid
DIVA (3)           $(1,041,069)  $(110,748)      $322,392       $(829,425)

Strateia Group (1)      (5,864)    (30,358)        20,470         (15,752)

          Other     Transactions    With Related   Parties

Dan Weaver (1)      Cash payments   $ 9,075
                    for accounting

e-DATA              Purchase Web    $ 18,694
                    hosting and
                    design services

Strateia Group (1)  Rent incurred   $ 19,488
                    by the Company

Strateia Group (1)  Overhead        $ 10,870
                    Reimbursement

(1) Stockholder      (2) Owned by President of Rhino      (3) Common officers
                                                              & shareholders

                          -13-

<PAGE>

          RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
        SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000


NOTE L - SEGMENT INFORMATION

The Company organizes its business into two reportable segments -
business incubation and e-commerce entities.  As previously
discussed in these notes, the business incubation segment
includes the parent company, Rhino, its subsidiary Executive
Assistance, Inc., and its equity method investee, E-Data Alliance
Corp.  This segment provides various forms of assistance (in the
form of management, consulting services, and financing) to
assists start-up and emerging enterprises as well as established
operating companies position themselves to enter capital markets.
Segment revenues consist of fees, overhead reimbursements,
interest income on funds advanced in the form of short term
notes, earnings of subsidiaries and equity method investees.

The e-commerce segment represents the subsidiaries (Framing
Systems, Inc. and Eyesite.Com) that are entering the tremendous
markets available through the Internet.   All operations, at
present, are located within the United States.  Revenues arise
from sales primarily to unrelated third parties.

The segments' accounting policies are the same as those of the
Company described in the summary of significant accounting
policies. A summary, by segment, of the Company's significant
assets, liabilities, revenues and expenses is presented on the
ensuing schedules for the three months ended March 31, 2000 and
1999.

                          -14-

<PAGE>

RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
FOOTNOTE FOR SEGMENT DISCLOSURES
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
SEGMENT DATA -- 2000                 Incubator      E-Commerce     Eliminations     Consolidated
=================================   -----------   -------------   --------------   -------------
<S>                                 <C>           <C>             <C>              <C>
   Asset Information
---------------------------------
Current Assets, other than
  notes receivable                 $  1,257,822  $      56,675   $             0  $    1,314,497

Notes receivable                      1,558,939        181,506          (407,554)      1,332,891

Investment in equity method investees   170,655              0                 0         170,655

Other long-lived assets                 280,205         102,043         (107,840)        274,408
                                    -----------   -------------   --------------   -------------
Total Assets                       $  3,267,621  $      340,224  $      (515,394) $    3,092,451
                                    ===========   =============   ==============   =============

Profit and Loss Information
---------------------------------
Revenues from external customers   $     1,500   $        6,024  $             0   $       7,524
Revenues from other operating segments       0                0                0               0
Interest revenue                        35,255            3,541                0          38,796
Other income                           (27,127)               0                0         (27,127)

Operating expenses                    (295,261)        (192,903)               0        (488,164)
Interest expense                       (69,413)            (825)                         (70,238)
Depreciation and amortization          (15,988)          (6,990)               0         (22,978)
                                    -----------   -------------   --------------   -------------
Net Loss                           $  (371,034)  $     (191,153) $             0  $     (562,187)
                                    ===========   =============   ==============   =============

Income tax                                    0               0                0               0
Equity in net income of
  equity method investees               (29,345)              0                0         (29,345)

</TABLE>

                          -15-

<PAGE>

RHINO ENTERPRISES GROUP, INC. AND SUBSIDIARIES
FOOTNOTE FOR SEGMENT DISCLOSURES
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000


<TABLE>
<CAPTION>
SEGMENT DATA -- 1999                 Incubator      E-Commerce     Eliminations     Consolidated
=================================   -----------   -------------   --------------   -------------
<S>                                 <C>           <C>             <C>              <C>
   Asset Information
---------------------------------
Current Assets, other than
   notes receivable                $        181    $        290   $            0   $         471

Receivables                                   0               0                0               0

Investment in equity method investees         0               0                0               0

Other long-lived assets                     107           7,963             (107)          7,963
                                    -----------   -------------   --------------   -------------

Total Assets                       $        288  $        8,253  $          (107) $        8,434
                                    ===========   =============   ==============   =============

Profit and Loss Information
---------------------------------

Revenues from external customers   $          0  $            0  $             0  $            0
Revenues from other operating segments        0               0                0               0
Interest revenue                              0               0                0               0
Other income                                  0               0                0               0

Operating expenses                       (1,304)            (24)               0          (1,328)
Interest expense                              0               0                0               0
Depreciation and amortization                 0            (858)               0            (858)
                                    -----------   -------------   --------------   -------------

Net Loss                           $     (1,304) $         (882) $             0  $       (2,186)
                                    ===========   =============   ==============   =============

Income tax                                    0               0                0               0
Equity in net income of
  equity method investees                     0               0                0               0

</TABLE>

                          -16-

<PAGE>

Item 2.  Management's Discussion and Analysis

     The following discussion of the financial condition and
results of operations of Rhino Enterprises Group, Inc. and its
subsidiaries should be read in conjunction with the Management's
Discussion and Analysis and the consolidated financial statements
and the notes thereto included in the Company's registration
statement on Form 10-SB, and the amendments thereto. This
quarterly report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements using
terminology such as "anticipates," "expect," "will," "believes,"
"foresees," "could," "may" or the negative thereof or other
comparable terminology regarding beliefs, plans, expectations or
intentions regarding the future. Forward-looking statements
include statements regarding increased revenue, continued rising
expenses, an increase in the staff of the Company or its
subsidiaries, increased business activity, expansion of the
Company's operations, increased operating costs, the execution of
formal long-term lease arrangements, an increase in the Company's
advertising budget, promotion of the products and services of the
Company's subsidiaries and other equity investments, future loans
to other companies as a way to pursue business opportunities,
increased interest expense, expanded operations, increased
interest income, source of potential extraordinary income,
payments on or collection of notes receivables, sources of
working capital, collections on advances, fees earned through
incubation services, reimbursement of expenses, working capital
needs, options for repayment of notes payable, the renewal or
extension of existing debt, the conversion of existing debt into
equity, the location of private financing, an equity placement of
securities to raise funds, methods of meeting business
requirements in the future, the effect the Company's growth will
have on the Company's financial and operational areas, the number
of future employees, an increase in the amount of funds utilized
in the future for advertising/marketing/office space/equipment,
increased expenditures for legal and accounting services and the
future outcome of Year 2000 computer-related problems. These
forward-looking statements involve risks and uncertainties and
actual results could differ materially from those discussed in
the forward-looking statements. These risks and uncertainties
include, but are not limited to, those described under the
headings "Year 2000 Compliance" and "Factors That May Impact
Future Operating Results." All forward-looking statements and
risk factors included in this document are made as of the date
hereof, based on information available to the Company as of the
date thereof, and Rhino assumes no obligation to update any
forward-looking statement or risk factors.

                          -17-
<PAGE>

Results of Operations
---------------------

     The Company posted revenues of $7,524 for the quarter ended
March 31, 2000, up from $0 for the same quarter in 1999. This
revenue was derived from $1,500 in Executive Assistance, Inc.,
and $6,024 in Eyesite.com, Inc., both wholly-owned subsidiaries
of the Company. Eyesite.com, Inc. incurred a cost of goods sold
of $2,500 for the quarter ended March 31, 2000. The Company
anticipates increased revenue in the following quarters for
Eyesite.com, Inc., but does not expect additional revenue in
Executive Assistance at this time. Currently, any income from our
equity investment in e-Data is immaterial.

     The Company's total general and administrative expenses
increased from $2,186 in the first quarter of 1999 to $508,642 in
the same period of 2000. Of this expense, $310,027 was
attributable directly to the Company, $196,815 was attributable
to Eyesite.com, $1,222 was attributable to Executive Assistance
and the remaining $578 to Framing Systems, Inc., another wholly-
owned subsidiary of the Company. The Company anticipates these
figures to continue to rise for Rhino and Eyesite.com, as both
companies increase staff to handle the marketing, administrative,
management, legal, accounting and technological demands of its
increased business activity. Personnel costs and professional
fees grew from $0 in the first quarter of 1999 to $319,929 in the
same period of 2000. Again, these figures are attributable to
$228,636 for the Company, $90,221 for Eyesite.com and $1,072 for
Executive Assistance. Additionally, the Company's operating costs
increased from $1,328 in the first quarter of 1999 to $165,735 in
the first quarter of 2000. Total operations costs for Rhino
itself was $65,404, Eyesite.com was $100,063, Executive
Assistance was $150 and Framing Systems was $118. This increase
was caused by normal operating costs incurred by the Company,
including office lease on a month to month basis, marketing,
administrative and other costs related to doing business. The
Company was not doing business during the first quarter of 1999.
With the anticipated expansion of the Company's operations during
2000, management anticipates operating costs to increase as we
expect to enter into formal long-term lease arrangements for both
Rhino and Eyesite.com and a significant increase in the Company's
advertising budget in 2000. This is due to the Company's need to
promote the products and services of its subsidiaries and other
equity investments.

                          -18-
<PAGE>

     Other Income/(Expense) went from $0 in the first quarter of
1999 to ($58,569) in the first quarter of 2000. The change was
caused by $70,238 in interest expense ($69,413 for Rhino and $825
for Eyesite.com) in the first quarter of 2000, which was offset
by interest income of $38,796 ($35,255 for Rhino and $3,541 for
Eyesite.com). The Company's equity interest in E-Data Alliance
Corp. resulted in a loss of ($29,345). The Company will continue
to make loans to other companies as a way to pursue business
opportunities. The increase in interest expense was caused by the
Company incurring additional debt to finance operations and
acquisitions. The Company anticipates that interest expense will
continue to increase into 2000 as the Company continues to expand
and grow its operations. Therefore, it is anticipated that
interest income for the Company will continue to grow into 2000.
It is possible that the Company will have other extraordinary
income in 2000, but at this time management cannot predict the
source of any potential extraordinary income.

Financial Condition
-------------------

     At quarter end, cash and cash equivalents were $81,943 as
compared to $0 at March 31, 1999. The ratio of current assets to
current liabilities was .60 to 1 at March 31, 2000.

     Operating activities used $416,372 of cash in the first
quarter of 2000 compared to $637 in the first quarter of 1999.
The majority of the cash utilized by operations in the first
quarter of 2000 was attributable to general & administrative
costs.

     Investing activities consumed $108,880 during the first
quarter of 2000, compared to $0 in the same period of 1999.
Capital expenditures rose in the first quarter from $0 in 1999 to
$19,605 in 2000. The increase in cash used by investing was due
to the sale of unproductive assets and reinvestment in other
property and equipment for the expansion of the Company.
Additionally, during the quarter ended March 31, 2000, the
Company made short-term loans bearing 8% to 10% interest to
various companies totaling $568,739 which is an increase over
1999's total of $0. The Company also collected outstanding sums
due on notes receivable totaling $441,595. The Company
anticipates that a significant portion of these loans made will
continue to be repaid in 2000, thus providing a source of working
capital for the Company.

                          -19-
<PAGE>

     Financing activity provided the Company with $217,124 net
cash as of March 31, 2000 as compared to $0 in the same period of
1999. During the first quarter, the Company acquired additional
financing in the amount of $654,338, of which $408,260 was for
Rhino and $194,950 was for Eyesite.com. This increase was also
caused by accrued interest on these notes and those outstanding
at year end. During this period, the Company repaid $364,523 of
notes. These payments were made to Dr. Gary Edwards and Digital
Information & Virtual Access, Inc.  In accordance with the Board
of Directors' approval for the Company to repurchase its stock,
Rhino expended $72,691 for 19,650 shares of its common stock
purchased in the open market during the first quarter of 2000.

     This financing provided, in part, the funding for operations
and investment activities. Management believes that collections
on advances, fees earned through incubation services, interest
income and reimbursement of expenses will be sufficient for the
Company's working capital needs for the whole of the year 2000.
As such, management anticipates that it may only need minimal
working capital loans from time to time during 2000. Management
anticipates collecting on approximately $200,000 to $500,000 of
outstanding notes receivable in the third or fourth quarters of
this year. Management foresees that its options for repaying
$3,372,551 in notes payable are open. The Company could approach
each lender to negotiate the renewal and extension of the debt or
discuss the exploration of converting such debt into equity in
the Company; could locate other private financing to replace the
current financing; or could make an equity placement of
securities to raise funds to repay these outstanding notes. Any
one or more of these options may be used, as the Company is not
committed to any single course of action at this time.

     The Company believes that it has the financial resources and
commitments needed to meet business requirements in the
foreseeable future, including capital expenditures and working
capital requirements. The Company anticipates significant growth
of its operations in 2000. This growth will in turn cause certain
financial and operational areas of the Company to change. The
most significant change in operations will be the number of
employees working for the Company. The Company currently has 10
full-time employees and out-sources a large number of projects.
In an effort to bring these projects "in-house" and based on the
expansion, the Company anticipates having 35-50 full or part time
employees by the end of 2000. This expansion will also
significantly increase the funds utilized to provide sufficient
advertising & marketing, office space and equipment for the
increased staff and growth of the Company. Additionally, the
Company will be required to increase its expenditures for legal
and accounting services to meet its various compliance standards.

                          -20-
<PAGE>

Year 2000 Compliance
--------------------

     Prior to January 1, 2000, it was widely believed that many
computer systems used today would not be able to interpret data
correctly after December 31, 1999, because such systems allow
only two digits to indicate the year in a date. The Company and
its subsidiaries have been engaged, both before December 31, 1999
and after January 1, 2000, in assessing this Year 2000 ("Y2K")
issue as it relates to their businesses, including their
electronic interactions with banks, vendors, customers and
others. The Company did not encounter any problems with Y2K
issues, nor, based upon a review of its systems, does it expect
to encounter any in the future.

Factors That May Impact Future Operating Results
------------------------------------------------

     The Company and its subsidiaries operate in a rapidly
changing environment that involves numerous risks and
uncertainties. The following section lists some, but not all, of
these risks and uncertainties which may have a material adverse
effect on the Company's business, financial condition or results
of operations.

     The Company is dependent upon its current management team.
If the Company were to lose any one or more of its management
team, it could face a financial setback or suffer in other ways
related to is planned business. It could take the Company a
significant period of time to locate and train replacements, if
and when necessary. The Company does have employment agreements
with both its President and Chief Operating Officer, which may be
terminated upon certain circumstances. These agreements are filed
as exhibits to the Company's First Amendment to the Form 10-SB
filed with the Securities and Exchange Commission.

     Since the Company has very little revenue at the moment, it
is dependent upon outside financing for working capital and to
grow its business. The Company may find it difficult to borrow
additional funds or have access to additional funds via some
other method. If such a situation occurs, the Company may not be
able to make debt service payments, provide the services it has
planned, increase its staff as planned or otherwise grow its
business.
                          -21-
<PAGE>

    The Company has a significant portion of debt which must be
repaid in cash at some point or the Company must explore other
alternatives for repayment, which could be in the form of
conversion of debt to equity, replacement financing and/or an
offering of securities. The Company may find it difficult to
repay the existing debt when due, extend the due date of the
existing debt, reach some agreement with regard to converting the
debt to equity or otherwise satisfy its obligation. Likewise, if
a new source of financing is found to replace the current source,
the Company could face similar risks in the future with regard to
its ability to repay or otherwise take care of any future debt.
Also, any additional issuances of securities, whether in the form
of converting debt to equity or the form of a securities
offering, would dilute the share value of current shareholders.

     The Company has made several unsecured loans to other small
companies. The Company faces a risk that these third party
borrowers will not be able to pay the interest and/or principal
on their debt. In the event these borrowers are unable to repay
the interest and/or principal, the Company may seek to convert
the debt into an equity interest in the borrowing entity.
However, the Company may face difficulty in negotiating with such
borrowers with regard to the ability to convert the debt into
equity or the conversion ratio. Likewise, if such debt is
converted into equity of the borrowing entity, there exists a
great possibility that the equity interest in the borrowing
entity will not be a liquid investment or that the value of such
equity interest will not be at or near the original loan to the
borrowing entity. Further, if one or more of these borrowing
entities is unable to make interest and/or principal payments
when due or if the debt is converted into a non-liquid equity
investment, the Company could face a working capital shortage.

     The Company's subsidiary, Eyesite.com, has planned its
business in accordance with current legislation. If new
legislation is passed at a local, state or federal level, it
could materially adversely affect Eyesite.com's business plan.
Eyesite.com faces the risks that it might not be able to (1)
continue its business as planned, (2) adjust its business plan in
accordance with any new legislation, or (3) operate in such a
manner that would eventually be profitable.

     In order to grow the Company's business as planned, the
Company will have to hire additional personnel for a number of
positions. The current low unemployment rate presents a challenge
for management of the Company to locate and attract qualified
individuals to fill the positions that the Company expects to
have available. The Company faces the risks that it might not be

                          -22-
<PAGE>

able to (1) fill every position as it becomes available in a
timely manner, (2) retain those employees it currently has or
that it hires, or (3) offer an attractive enough compensation
package to attract top quality candidates to its positions.


                 PART II - OTHER INFORMATION

(Items 1, 3, 4 and 5 have been omitted as there is no information
to report.)

Item 2.  Changes in Securities.

     During the quarter ended March 31, 2000, the Company issued
1,500 shares of restricted common stock to two former noteholders
for converting their debt into common stock. These securities
were issued in reliance upon transactional exemptions provided by
both Section 4(2) of the Securities Act of 1933, as amended, and
Article 581-5(B) of the Texas Securities Act, as such stock was
issued in the ordinary course of business to liquidate a bonafide
debt.

      Also during the quarter ended March 31, 2000, three
officers/directors exercised options to purchase a total of
52,050 shares of common stock. However, these shares have not yet
been issued by the Company's transfer agent.

Item 6.  Exhibits and Reports on Form 8-K.

Exhibit No.      Description
-----------      -------------------------------------------

27.0             Financial Data Schedule


Reports on Form 8-K
------------------------------------------------------------

     During the quarter ended March 31, 2000, the Company did not
file any reports on Form 8-K with the Securities and Exchange
Commission.

                          -23-
<PAGE>
                             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 24, 2000          By: /s/ DANIEL H. WEAVER
                            --------------------------------
                            Daniel H. Weaver
                            Chief Financial Officer and duly
                            authorized officer







                          -24-