SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                          FORM 10-KSB


    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
                        DECEMBER 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 #: 88-0333844

Securities registered under Section 12(b) of the Exchange Act:

                                    Name of Each Exchange on
     Title of Each Class               Which Registered
  ---------------------------     ----------------------------
     Common Stock, $0.001               Over-the-Counter
          par value

Securities registered under Section 12(g) of the Exchange Act:
NONE

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the part
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X] No [ ]

Check if there is no disclosure of  delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements

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incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [  ]

The Company's revenues for the year ended December 31, 2000 were
$316,595.

The aggregate market value of all voting common stock held by
non-affiliates was $1,279,291, as of February 16, 2001.

The number of the Company's common shares outstanding as of
February 16, 2001 was 1,705,721.  Of the outstanding shares,
435,482 are restricted and subject to a lock-up agreement and
cannot be sold.  See Exhibits in Item 14.

There are no documents incorporated by reference.

Transitional Small Business Disclosure Format (check one):
       Yes [ ]  No [X]



PART I

Item 1. BUSINESS

GENERAL

Rhino Enterprises Group, Inc. (the "Company" or "Rhino") was
originally incorporated in Nevada on March 3, 1995 as Unique
Fashions, Inc. ("Unique"), with the stated business plan of
producing, marketing and selling children's specialty garments.
Unique's common stock was approved for trading on the Over-the-
Counter Bulletin Board as "UNQF."

On March 25, 1999, the Company effected a tax-free spin-off
transaction of its former wholly-owned subsidiary, Unique Ideas,
Inc. (formerly Unique Products, Inc.), a Texas corporation.  The
stock of Unique Ideas, Inc. was distributed on a pro-rata basis
to the stockholders of the Company on March 25, 1999.

On April 30, 1999, the Company effected a one-for-twenty (1 for
20) reverse stock split of its common stock, changed its name to
Rhino Enterprises Group, Inc. and changed its stock symbol to
"RHNO."  The Company began operating as a business incubator in
May, 1999.


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BUSINESS - INCUBATION SEGMENT

Overview, Industry Background, and Competition

The incubation industry can be characterized as consisting of
several large public entities who target mainly high growth
technology related enterprises and many smaller incubators (both
public and private companies) whose activities range from
providing bridge funding and venture capital to acquisitions and
consolidations.

We believe our niche in this industry results from our unique
strategic approach described below which has evolved over several
years from our management team's experience with start-ups,
development-stage and emerging companies.

Rhino has two business segments, a business incubation segment
and an eye-care segment.  The business incubation segment
provides management, consulting and administrative support
services to our portfolio companies.  We also advance funds to
these companies under a Note and Financing Agreement which allows
us to obtain repayment in the form of cash with interest or
conversion into equity of the portfolio company.   The terms of
the conversion, if any, are negotiable.  Rhino plans to develop a
growth-oriented portfolio of companies utilizing various
strategies.  For companies to be included in our portfolio,  we
utilize an evaluation process which includes assessing comparable
companies within a specified industry.  Potential target
industries are identified using a criteria-based screening
process that considers, among other things, the following:

     -    a non-exploitive industry;
     -    an industry that has social value;
     -    revenue of the industry is greater than $200 million;
     -    industry has more than 40 established, profitable
          independent companies with revenues between $500,000
          and $5,000,000
     -    industry is not reliant on a small number of large
          customers; and
     -    industry creates quality employment.

Market

For any industry we select, we target an initial business to
serve as a growth platform for that industry.  Our association
with the target may be accomplished by acquiring all or part of
the company's stock, or by advancing funds under our Note and
Financing Agreement. The initial platform company operations

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could range from a start-up to an established operating company
with revenues typically between $500,000 and $5,000,000.  We
generally evaluate target companies using the following criteria:

     -    Management - We target companies with proven
          entrepreneurial management.  These managers typically
          have demonstrated  leadership skills to guide the
          development of a small or start-up entity.

     -    Industry - Utilizing the screening criteria noted
          earlier, we focus on companies in large, highly
          fragmented and growing industries.

     -    Business Model - We target companies that have
          identified a market niche within its industry that
          would allow it to be competitive and have the
          potential to achieve above average profit margins.

Once a platform company is identified and we establish an
association by either taking an equity position or advancing
funds under a financing agreement, we then take an active role in
its strategic planning and operations.  At this point, we assess
the resources this initial company requires to address the
following issues associated with growth:

     -    Management - We assist our portfolio companies in
          recruiting and hiring the next level of management
          needed for development.

     -    Financial and Legal -  We assist in the location and
          development of the appropriate legal and financial
          structures that enhance the ability to execute
          transactions, provide flexibility and accountability.

     -    Operations -  We assist in the development of the
          administrative process to support the growth of the
          company.

     -    Marketing - We work closely with the company to
          identify their market positioning and develop an
          effective and aggressive marketing campaign to realize
          greater growth.

     -    Technology - We aid in the assessment of the company's
          technology needs and assist in locating or providing
          the resources necessary to address those needs.

     -    Exit Strategy - We propose alternative methods and


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          structures for current ownership to realize value for
          their investment.

Once this needs assessment and a long-term plan is developed, we
seek out other qualified candidates within the industry to merge
or consolidate with our "platform" company.  We believe that in
this entrepreneurial and small company environment inadequate
resources to address these needs prevent many companies from
attaining their growth potential or to have exit strategies.  Our
objective is to partner with, incubate, oversee, advise and
develop these companies.  We help manage this growth process by
assigning a project manager to each industry and company we
target to carry out the steps described above.  Generally, this
project manager has significant business experience and is
responsible for the development of our portfolio company within a
given industry or industries.  The project manager will work with
management of the portfolio companies to address the items listed
above as well as any industry specific issues to develop the
business and operational plan for each of our portfolio
companies. It may take 3   5 years or longer to develop a company
within a given industry.

Once a company has been developed, Rhino may retain each
portfolio company in the Rhino family, seek to sell it to a
larger company or consolidator or spin it off in an Initial
Public Offering.

Potential for Growth

Our potential for growth is based on the immense need for
resources, both financial and managerial, of small start-ups,
development state, and emerging growth companies, which comprise
a substantial part of the U.S. economy.  Therefore, we believe
that there is a virtually unlimited source of target companies
with which we can become involved, as a means to generate
revenue.

We anticipate that our revenue will include fees and expense
reimbursements provided in connection with incubation services,
interest income from the Note and Financing Agreements and the
earnings of our subsidiaries and our equity-method investees.

Government Regulation

The regulatory environment in which the business incubation
segment operates is subject to oversight by the Securities and
Exchange Commission that governs the raising of funds either
through public or private placement offerings.

                               -5-
<PAGE>

Employees

As of March 9, 2001, the business incubation segment had nine
employees.  Our ability to provide administrative and other
support services to our portfolio companies will be highly
dependent upon our ability to attract and retain highly qualified
personnel in the future.  Our employees are not represented by a
collective bargaining agreement, nor have we experienced a work
stoppage.

Legal Proceedings

We are not currently engaged in any material legal proceedings.

Current Developments

During 2000, we made advances of approximately $370,000 to six
start-up or operating entities that we had previously identified
in 1999 as target companies that fit our strategic profile.
Additionally, we identified five new target entities to which we
advanced approximately $150,000.  We received approximately
$450,000 in repayments of previously made advances.

BUSINESS - EYECARE SEGMENT

Overview

Our eye care segment, Eyesite.com, Inc., a Delaware corporation,
plans to own and manage Eyesite Laser Centers, to provide laser
vision correction procedures such as LASIK (Laser In-Situ
Keratomileusis)to correct refractive vision disorders such as
myopia (nearsightedness), hyperopia (farsightedness), and
astigmatism.  We coordinate with ophthalmologists and
optometrists to provide services at the Laser Center.  As
described in the "Refractive Market" discussion below, we opened
our first center in Dallas in July 2000 and anticipate developing
other centers based on this model.  Additionally, we plan to
focus on further development of our web site, www.Eyesite.com, to
provide information, services and e-commerce capabilities to the
consumer and eye care professional.  In the future, we are
looking to recruit a select number of private practice eye care
professionals to become Eyesite.com licensees.

Industry Background

Approximately 125 million Americans have refractive errors
requiring corrective eye wear including:

                               -6-
<PAGE>


     -     The nearsighted or myopic eye, which focuses
light in front of the retina.  The image of distant objects is
blurred.  Refractively, this condition can be corrected by
flattening the cornea.

     -     The cornea of a farsighted or hyperopic eye, which
focuses light "behind" the retina.  The image of near objects is
blurred.  Refractively, this condition can be corrected by
steepening the cornea.

     -     The cornea of an astigmatic eye, which is asymmetrical
and causes a distortion of images within a range of foci.
Refractively, this condition can be corrected by changing the
shape of the cornea in an elliptical pattern.

Surgical refractive procedures are an alternative to corrective
eyewear because such procedures allow individuals to decrease
their dependence upon eyeglasses and/or contact lenses, offer
greater convenience, and allow patients to meet certain vision
requirements of their occupation.

In general, candidates for refractive procedures have healthy
eyes, are at least twenty-one years of age, and have had stable
vision for the previous year.  The majority of candidates receive
their primary eye care from one or more eye care professionals.
Refractive procedures are currently performed by individually
licensed ophthalmologists.

Surgical refractive procedures are becoming widely accepted as a
viable alternative to eyeglasses and/or contact lenses for the
correction of refractive errors.  The most common surgical
procedure, prior to the excimer laser being approved for sale,
was Radial Keratotomy ("RK"), which was first performed in the
1970's.  Industry sources estimate that in 1994 over 200,000 RK
procedures were performed in the U.S.

Excimer laser technology was developed by IBM in 1976 and has
been used for many years in the production of sophisticated
computer chips.  Excimer lasers have the capabilities of
producing a very precise ablation without affecting the area
outside of the target zone.

Excimer laser procedures are designed to reshape the outer layers
of the cornea to correct vision disorders by changing the
curvature of the cornea.  There are currently two procedures that
use the excimer laser to correct vision disorders:
Photorefractive Keratectomy ("PRK") and Laser In-Situ
Keratomileusis ("LASIK").  In the case of both PRK and LASIK,

                               -7-
<PAGE>
prior to the procedure, the refractive surgeon makes an
assessment of the exact correction required and programs the
excimer laser.  The software of the excimer laser then calculates
the optimal number of pulses needed to achieve the intended
corneal correction using a specially developed algorithm.  Both
PRK and LASIK are performed on an outpatient basis without
general anesthesia using only topical anesthetic eye drops.  An
eyelid holder is inserted to prevent blinking while the eye drops
eliminate the reflex to blink.  The patient reclines in a chair,
his or her eye focused on a fixation target, and the surgeon
positions the patient's cornea for the procedure.  The surgeon
uses a foot pedal to apply the excimer laser beam, which emits a
rapid succession of excimer laser pulses.  The typical procedure
takes ten to fifteen minutes, from set-up to completion, with the
length of time of the actual excimer laser treatment lasting 15
to 90 seconds.

In order to market an excimer laser for commercial sale in the
U.S., the manufacturer must obtain pre-market approval ("PMA")
from the U.S. Food and Drug Administration (the "FDA").  The
initial PMA for the sale of the Alcon/Summit Autonomous, Inc.
("Alcon/Summit Autonomous") laser for the treatment of myopia was
granted by the FDA in 1995.  The FDA has granted subsequent
approvals for the sale of the VISX Incorporated ("VISX") excimer
laser for the treatment of myopia (nearsightedness), hyperopia
(farsightedness) and astigmatism; and for the sale of the Nidek
Incorporated ("Nisdek") excimer laser for treatment of myopia.
LaserSight Incorporated ("LaserSight") recently received PMA for
LaserSight to sell LaserSight's excimer laser in the U.S.

The FDA has approved the Alcon/Summit Autonomous, VISX, and
LaserSight excimer laser for PRK procedures and the Alcon/Summit
Autonomous and VISX excimer for LASIK procedures.  While to date
the LaserSight excimer laser has not been approved in the U.S.
for Lasik procedures, surgeons in the U.S. have performed LASIK
since 1996 with such excimer laser using their discretion as a
practice of medicine matter.  FDA regulations require the laser
to be approved, not the procedure.  The FDA has stated that it
considers the decision by refractive surgeons to use the excimer
laser for LASIK to be a practice of medicine decision, which the
FDA is not authorized to regulate.  Therefore, in the same way
that doctors often prescribe drugs for "off-label" uses (i.e.
uses for which the FDA did not originally approve the drug), a
refractive surgeon may use a device such as the excimer laser for
a procedure not specifically approved by the FDA if that
refractive surgeon determines that it is in the best interest of
the patient.  Currently, the majority of laser vision correction
procedures being performed in the U.S. are LASIK.

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<PAGE>

The Eyesite Laser Center utilizes the Alcon/Summit Autonomous
LADARVision system.  LADARVision was the first FDA-approved
tracker-guided, small spot excimer laser system.  LADARVision
combines active tracking and small beam corneal shaping, two
features previously unavailable in the U.S.  Rather than
requiring patients to keep their eye still during the procedure,
the LADARVision system automatically compensates for eye
movements with its new eye tracker system.  On September 22,
2000, it was announced that the LADARVision system was the first
to win approval from the FDA to treat farsightedness (hyperopia)
with or without astigmatism, using the LASIK procedure.

Laser In-situ Keratomileusis

LASIK came into commercial use in the U.S. in 1996.  In LASIK, an
automated microsurgical instrument called a microkeratome is used
to create a thin corneal flap that remains hinged to the eye.
The corneal flap is 160 to 180 microns thick, about 30% of the
corneal thickness.  Patients do not feel or see the cutting of
the corneal flap, which takes only a few seconds.  The corneal
flap is them laid back and excimer laser pulses are applied to
the inner stromal layers of the cornea to treat the eye with the
patient's prescription.  The corneal flap is then closed and the
flap and interface rinsed.  Once the procedure is completed, most
surgeons wait two or three minutes to ensure the corneal flap has
fully re-adhered.  At this point, patients can blink normally and
the corneal flap remains secured in position by the natural
suction within the cornea.  Since the surface layer of the cornea
remains intact with LASIK, no bandage contact lens is requires
and the patient experiences virtually no discomfort.  LASIK has
the advantage of more rapid recovery than other surgical
procedures, with most typical patients seeing well enough to
drive a car the next day and healing completely within one to
three months.  Currently, the majority of laser vision correction
procedures in the U.S. are LASIK.

One hundred percent of the excimer laser procedures that have
been performed at the Eyesite Laser Center to date have been
LASIK.  Our medical director believes LASIK generally allows for
more precise correction for higher levels of myopia and hyperopia
(with or without astigmatism), greater predictability of results,
and decreased probability of regression than other surgical
methods.


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<PAGE>

The Refractive Market

While estimates of market size should not be taken as projections
of revenues or of our ability to penetrate that market, an
industry source estimates that approximately 50% of the U.S.
population or 125 million people suffer from some form of
refractive disorder requiring vision correction including myopia
(nearsightedness), hyperopia (farsightedness) and astigmatism.

Industry sources also estimate that 105,000 laser vision
correction procedures were performed in the U.S. in 1996, 215,000
were performed in 1997, 480,000 were performed in 1998, and
700,000 were performed in 1999.  It is forecasted by industry
sources that more than 1.2 million laser vision correction
procedures will be performed during 2000.  If each year, only two
percent of the population requiring vision correction in the
U.S.(estimated to be three million people) had laser vision
correction performed on both eyes, then based on current prices ,
the U.S. market would be more than $12 billion annually, which
translates roughly to a Dallas metropolitan are a market estimate
of $50 million annually.  Our profitability and growth will
depend upon broad acceptance of laser vision correction in the
U.S. and market competition.  There can be no assurance that
laser vision correction will be more widely accepted by
ophthalmologists, optometrists, or the general population as an
alternative to existing methods of treating refractive disorders.
The acceptance of laser vision correction may be affected
adversely by its cost (particularly since laser vision correction
is typically not covered by government insurers or other third
party payors and therefore, must be paid for by the individual
receiving treatment), concerns relating to its safety, and
effectiveness, general resistance to surgery, the effectiveness
of alternative methods of correcting refractive vision disorders,
the lack of the long-term follow-up data, and the possibility of
unknown side effects.  There can be no assurance that long-term
follow-up data will not reveal complications that may have a
material adverse effect on the acceptance of laser vision
correction.  Many consumers may choose not to have laser vision
correction due to the availability and promotion of effective and
less expensive non surgical methods for vision correction.  Any
future reported adverse events or other unfavorable publicity
involving patient outcomes from laser vision correction could
also adversely affect its acceptance, whether or not the
procedures are performed at Eyesite Laser Center.  Market
acceptance could also be affected by regulatory developments and
by the ability of the company and other participants in the laser
vision correction market to train a broad population of
ophthalmologists in performing the procedure.  Acceptance of

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laser vision correction by ophthalmologists and optometrists
could also be affected by the cost of excimer laser systems.  The
failure of laser vision correction to achieve broad market
acceptance would have a material adverse effect on our business,
financial condition, and results of operations.

On July 25, 2000, we opened the Eyesite Laser Center in Dallas.
We expect that most of the excimer laser procedures to be
performed at the Eyesite laser Center will be LASIK.  Mark W.
Suggs, M.D., who currently is using the Eyesite Laser Center
exclusively and is board certified in Ophthalmology with the
American Board of Ophthalmology and certified in Incisional
Keratotomy with the American Board of Eye Surgery, believes LASIK
generally allows for more precise correction than PRK.  This is
especially true for patients with higher levels of myopia and
hyperopia (with or without astigmatism).  LASIK allows for
greater predictability of results and decreased probability of
regression.  We expect to retain qualified medical personnel to
continually evaluate new vison correction technologies and
procedures to ensure that the equipment and services provided at
the Eyesite Laser Center allow the affiliated and independent
refractive surgeons to provide high quality vision care.

Prospects for Potential Growth

Overview:  We expect to pursue a strategy designed to expand our
position in the Dallas metropolitan area and within Texas for
laser vision correction.  Our focus will be on developing
relationships with local primary care doctors.

Developing Local Doctor Relationships:    We expect to implement
a process by which we not only establish and operate the Eyesite
Laser Center and provide an array of equipment and related
support services, but also coordinate the activities of primary
care doctors (usually optometrists) who manage patients and
affiliated and independent refractive surgeons (ophthalmologists)
who perform laser vision correction procedures.  The primary care
doctors assess candidates for laser vision correction and provide
pre- and post-operative care including an initial eye examination
and a minimum number of follow-up visits.  This process will
allow the affiliated or independent refractive surgeons to focus
on providing laser vision correction procedures while the primary
care doctor provides pre- and post-operative care.  In addition,
our Eyesite Laser Center expects to have an optometrist on staff
who works to support and expand the network of primary care
doctors and affiliated and independent refractive surgeons.  We
anticipate that the staff optometrist will provide a range of
clinical training and consultation services to primary care

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doctors to support these doctors' individual practices and to
assist them in providing quality patient care.  See "Government
Regulations - Regulations of Optometrists and Ophthalmologists."

We believe that a primary care doctor's relationship with the
Eyesite Laser Center and the doctor's acceptance of laser vision
correction helps build the doctor's practice.  The primary care
doctors charge fees to patients to assess candidates for laser
vision correction and provide pre- and post-operative care,
including an initial eye examination and a minimum number of
follow-up visits.  In most cases, the primary care doctor's
potential revenue loss from sales of contact lenses and
eyeglasses is more than offset by professional fees received from
both laser vision correction pre- and post-operative care and
examinations.

Our intention is increase the volume of procedures performed by
independent and affiliated refractive surgeons at the Eyesite
Laser Center.  We believe that, as market acceptance for laser
vision correction continues to increase, competition among
providers will grow, but candidates for laser vision correction
will continue to select a provider based primarily on the advice
of a primary care doctor.  Through our continuing efforts to
enhance our relationships with primary care doctors, we believe
that we can increase the volume of procedures performed by
independent and affiliated refractive surgeons at the Eyesite
Laser Center.

Description of the Eyesite Laser Center

The Eyesite Laser Center has approximately 3,400 square feet of
space and is located at 7515 Greenville Avenue, Suite 220,
Dallas, Texas 75231.  Revenues from the Center are expected to be
in the form of Facility Fees and Open Center Facility Fees, which
will be collected either (i) by payment by the primary care
doctors prior to the performance of the laser surgery procedure
by an affiliated refractive surgeon or an independent refractive
surgeon, or (ii) by deducting the Facility Fee or the Open Center
Facility Fee from funds received as a result of collection
efforts undertaken by Eyesite Laser Center on behalf of the
primary care doctor.  The Eyesite Laser Center expects to utilize
the services of a medical director, who is an ophthalmologist
charged with establishing medical policies and procedures.  Mark
W. Suggs, M.D., who currently uses the Eyesite Laser Center
exclusively, is currently working with Eyesite.com in this
capacity.  An optometrist who oversees the clinical aspects of
the Eyesite Laser Center and builds and supports the network of
optometrists and ophthalmologists is also expected to be

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utilized.  Eyesite Laser Center also anticipates that it will
have a business manager, a receptionist, ophthalmic technicians,
and patient consultants (who answer patients questions).  One
senior staff person is expected to be designated as the executive
director of the center and prepare the annual strategic plan and
supervise the day-to-day operations of the center.  The Eyesite
Laser Center leases one excimer laser, which was manufactured by
Alcon/Summit Autonomous.

We utilize the Alcon/Summit Autonomous LADARVision system.
LADARVision was the first FDA-approved tracker-guided, small spot
excimer laser system.  LADARVISION combines active tracking and
small beam corneal shaping, two features previously unavailable
in the U.S.  Rather than requiring patients to keep their eye
still during the procedure, the LADARVision system automatically
compensates for eye movement with its new eye tracker system.  On
September 22, 2000, it was announced that the LADARVision system
was the first to win approval from the FDA to treat
farsightedness (hyperopia) with or without astigmatism and for
mixed astigmatism, using the LASIK procedure.

Sales and Marketing

While we believe that many myopic and hyperopic people are
potential candidates for laser vision correction, these
procedures compete with corrective eyewear and surgical and non-
surgical treatments for myopia and hyperopia.  The decision to
have laser vision correction largely represents a choice dictated
by an individual's desire to reduce or eliminate their reliance
on eyeglasses or contact lenses.  To that end, we intend to
market aggressively to the primary care doctors and the public.

Our intention is to engage in joint marketing programs with
primary care doctors, the goal of which is to build their
practices.  We provide primary care doctors with brochures,
videos, posters, and other materials that help them educate their
patients about laser vision correction.  Those primary care
doctors who wish to market directly to their patients or the
public receive will receive support from us in the development of
their marketing programs.

We believe that the a very effective marketing methodology is to
develop relationships with local primary care doctors.
Consequently, we intend to strive to be a leader in the provision
of laser vision correction support services, to educate doctors
on laser vision and refractive correction, and remain current
with new procedures and techniques.

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<PAGE>

Contract with Ophthalmologists

We expect to form relationships with primary care doctors (mostly
optometrists) who perform the pre-operative and post-operative
care for patients who have laser vision correction.  Those
doctors then will manage their patients in conjunction with
independent or affiliated refractive surgeons who perform
procedures at the Eyesite Laser Center, which means that the
independent or affiliated refractive surgeon performs the laser
vision correction procedure itself, while the primary care doctor
performs the pre-operative screening and post-operative care.

The independent and affiliated refractive surgeons performing
laser vision correction procedures at the Eyesite Laser Center
will do so under an agreement with the center.  Ophthalmologists
who desire to become independent or affiliated refractive
surgeons will be required to meet the credentialing requirements
of the FDA and the laser manufacturer, and must complete training
provided by an affiliated refractive surgeon at the center on the
center's laser, unless the center is otherwise satisfied that the
surgeon has been properly trained.  Independent and affiliated
refractive surgeons are responsible for maintaining appropriate
malpractice insurance, providing proof of insurance, and agreeing
to indemnify the Company for any losses incurred as a result of
the surgeon's negligence or malpractice.

We will not engage in the practice of medicine or optometry.  Our
activities are limited to owning and managing the Eyesite Laser
Center to provide laser vision correction equipment and support
services.  Accordingly, the success of our operations depends
upon our ability to enter into agreements on acceptable terms
with a sufficient number of refractive surgeons to render
surgical services at the Eyesite Laser Center.  There can be no
assurance that we will be able to enter into agreements with
refractive surgeons on satisfactory terms or that such agreements
will be profitable.  Failure to enter into or maintain such
agreements with a sufficient number of qualified refractive
surgeons will have a material adverse effect on our business,
financial condition, and results of operations.


Training

We expect to conduct a comprehensive training program under the
supervision of prominent ophthalmologists who are qualified to
certify other ophthalmologists, and experts in the field of laser
vision correction.  Mark W. Suggs, M.D., who currently uses the
Eyesite Laser Center exclusively, is currently working with

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<PAGE>

Eyesite.com.  Dr. Suggs assisted in the development of a laser
probe for Alcon/Summit Autonomous, the laser used at the Eyesite
Laser Center, and he is board certified in Ophthalmology with the
American Board of Ophthalmology and certified in Incisional
Keratotomy with the American Board of Eye Surgery.  He has
performed thousands of LASIK surgery procedures and other
refractive surgeries over the last decade.  He has developed and
implemented a training program for the Eyesite Laser Center that
he currently supervises.

Education

We believe that ophthalmologists and optometrists who endorse
laser vision correction are a valuable resource in increasing
general awareness and acceptance of the laser vision correction
procedures among potential candidates for the procedure and in
promoting our Company as a service provider.  One way in which we
hope to utilize this valuable resource is by participating in the
education and training of ophthalmologists and optometrists in
the Dallas metropolitan area.

Equipment and Capital Financing

Until recently, the only manufacturers with FDA approvals for
their excimer lasers were Alcon/Summit Autonomous and VISX.
Recently, other manufacturers of excimer lasers received FDA
approval for sale of their excimer lasers.  Although there can be
no assurance, we believe that, based on the number of existing
manufacturers, the current inventory levels of those
manufacturers, and the number of suitable, previously owned and
FDA approved lasers available for sale in the market, the
availability of excimer lasers is more than adequate for the our
future operations.

A new Alcon/Summit Autonomous excimer laser costs approximately
$575,000.  However, the industry trend in the sale of excimer
lasers is moving away from a flat purchase price to the
alternative of charging the purchaser a per procedure fee.
Excimer lasers require periodic servicing, generally after 300
procedures.  As a manufacturer's warranties expire, the Company
expects to enter into a service contract with the manufacturer.
As available technology improves and additional procedures are
approved by the FDA, the Company expects that it will upgrade the
capabilities of its laser and/or place into service additional
lasers.


                               -15-
<PAGE>


Competition

Consumer Market for Vision Correction.  Within the consumer
market, excimer laser procedures performed at our Eyesite Laser
Center compete with other surgical and non-surgical treatments
for refractive disorders, including eyeglasses, contact lenses,
other types of refractive surgery, and technologies currently
under development such as corneal implants and intraocular
implants and surgery with different types of lasers.  Although we
believe that eyeglass and contact lens use will continue to be
the most popular form of vision correction in the foreseeable
future, as market acceptance for laser vision correction
continues to increase, competition within this market will grow.
There can be no assurance that we will be able to successfully
operate against such competition.

Other Laser Vision Correction Service Providers.  We expect to
face increasing competition from other service providers.  As
market acceptance for laser vision correction continues to
increase, competition within this market will grow.  The market
for laser vision correction is divided into three major segments:
corporate-owned centers; surgeon-owned centers; and institution-
owned centers.  In the U.S., for the fourth quarter of calendar
1999, the corporate-owned segment which consists of companies,
such as ours, that own or operate refractive centers, accounted
for the largest percentage of total procedure value with a 48%
market share according to an industry source.  The surgeon-owned
centers, which consist of ophthalmologists who have a laser and
perform laser vision correction procedures, accounted for 41.6%
of total procedures performed.  The remaining 10.4% of laser
vision correction procedures were performed at institution-owned
centers, which include hospitals and universities.

Although some competitors charge less for laser vision correction
support services than our Eyesite Laser Center, we believe that
the important factors affecting competition in the laser vision
correction market are quality of service, reputation, brand
recognition, and a strong relationship with primary care doctors
and refractive surgeons.  Suppliers of conventional vision
correction (eyeglasses and contact lenses), such as optometric
chains, may also compete with us either by marketing alternatives
to laser vision correction or by purchasing excimer lasers and
offering refractive surgery to their customers.  These service
providers may have greater marketing and financial resources and
experience than us and may be able to offer laser vision
correction at lower rates.  Competition has also increased in
part due to the greater availability and lower costs of excimer
lasers.

                               -16-
<PAGE>

Our principal competitors include Laser Vision Center, Inc., LCA-
Vision Inc., Clear Vision Laser Center, Ltd., Aris Vision
Institute, LASIK Vision Corporation, TLC The Laser Center, Inc.,
and ICON Laser Eye Centers, Inc.  We also consider local
ophthalmologists and institutions to be primary competitors.


Government Regulation

Excimer Laser Regulation

Medical devices, such as the excimer lasers, are subject to
stringent regulation by the FDA and cannot be marketed for
commercial sale in the U.S. until the FDA grants PMA for the
device.  To obtain PMA for a medical device, an excimer laser
manufacturer must file a PMA application that includes clinical
data and the results of pre-clinical and other testing sufficient
to show that there is a reasonable assurance of safety and
effectiveness of the excimer lasers.  Human clinical trials must
be conducted pursuant to Investigational Device Exemptions issued
by the FDA in order to generate data necessary to support a PMA.

In the U.S., Alcon/Summit Autonomous, VISX, Nidek, and LaserSight
have obtained a PMA for their respective excimer lasers to treat
varying degrees of myopia.  In addition, Alcon/Summit Autonomous
and VISX have obtained a PMA for their respective excimer lasers
to treat varying degrees of astigmatism, and VISX has also
obtained a PMA for its excimer laser to treat hyperopia.

The VISX excimer laser is currently approved to treat
nearsightedness of up to  12 diopters with astigmatism of up to
 4 diopters and farsightedness of up to +6 diopters.  To date,
this is the widest range of indications for any FDA-approved
excimer laser.  The excimer lasers manufactured by Alcon/Summit
Autonomous, LaserSight, and Nidek have received FDA approval for
more limited ranges of indications.

To date, the FDA has approved the Alcon/Summit Autonomous and
VISX excimer lasers for PRK and LASIK procedures.  By comparison,
the LaserSight and Nidek excimer lasers have applied only to the
PRK procedure, and not for the LASIK procedure.  The FDA,
however, is not authorized to regulate the practice of medicine
and ophthalmologists widely perform the LASIK procedure in an
exercise of professional judgment in connection with the practice
of medicine.  In August 1998, the FDA granted Photomed, Inc.
("Photomed") approval with respect to a single excimer laser for
the treatment of myopia and astigmatism using the LASIK
procedure.  Photomed has assigned the rights to manufacture and

                               -17-
<PAGE>

commercially distribute its excimer laser system to LaserSight
and LaserSight completed the process of obtaining FDA approval
for the manufacture and commercial distribution of this laser
system for the treatment of myopia and astigmatism using the
LASIK procedures.

The use of excimer laser to treat both eyes on the same day
(bilateral treatment) has not been approved by the FDA.  The FDA
has stated that it considers the use of the excimer laser for
bilateral treatment to be a practice of medicine decision, which
the FDA is not authorized to regulate.  Ophthalmologists,
including those affiliated with the Eyesite Laser Center, widely
perform bilateral treatment in an exercise of professional
judgment in connection with the practice of medicine.  There can
be no assurance that the FDA will not seek to challenge this
practice in the future.

Any excimer laser manufacturer that obtains PMA approval for use
of its excimer lasers will continue to be subject to regulation
by the FDA.  Although the FDA does not specifically regulate
surgeons' use of excimer lasers, the FDA actively enforces
regulations prohibiting marketing of products for non-indicated
uses and conducts periodic inspections of manufacturers to
determine compliance with good manufacturing practice
regulations.

Failure to comply with applicable FDA requirements could subject
us and our independent and affiliated refractive surgeons and
laser manufacturers to enforcement action, including product
seizure, recalls, withdrawal of approvals and civil and criminal
penalties, any one or more of which could have a material adverse
effect on our business, financial condition, and results of
operations.  Further, failure to comply with regulatory
requirements, or any adverse regulatory action, including a
reversal of the FDA's current position that the "off-label" use
of excimer lasers by doctors outside the FDA-approved guidelines
is a practice of medicine decision, which the FDA is not
authorized to regulate, could result in a limitation on or
prohibition of our use of excimer lasers, which in turn could
have a material adverse effect on our business, financial
condition, and results of  operations.

The marketing and promotion of laser vision correction in the
U.S. is subject to regulation by the FDA and the Federal Trade
Commission ("FTC").  The FDA and FTC have released a joint
communique on the requirements for marketing laser vision
correction in compliance with the laws administered by both
agencies.  The FTC staff also issued more detailed staff guidance

                               -18-
<PAGE>

on the marketing and promotion of laser vision correction and has
been monitoring marketing activities in this area through a non-
public inquiry to identify areas that may require further FTC
attention.

We utilize the Alcon/Summit Autonomous LADARVision system.
LADARVision was the first FDA-approved tracker-guided, small spot
excimer laser system.  LADARVision combines active tracking and
small beam corneal shaping, two features previously unavailable
in the U.S.  Rather than requiring patients to keep their eye
still during the procedure, the LADARVision system automatically
compensates for eye movement with its new eye tracker system.  On
September 22, 2000, it was announced that the LADARVision system
was the first to win approval from the FDA to treat
farsightedness (hyperopia) with or without astigmatism and for
mixed astigmatism, using the LASIK procedure.  On October 6,
2000, Eyesite Laser Center was scheduled to be the first laser
center in the U.S. to receive the new software install which will
permit this capability.

Regulation of Optometrists and Ophthalmologists

The health care industry in the U.S. is highly regulated.  The
Company and its operations are subject to extensive federal,
state, and local laws, rules, and regulations, including those
prohibiting corporations from practicing medicine and optometry,
prohibiting unlawful rebates and division of fees, anti-kickback
laws, fee-splitting laws, self-referral laws, laws limiting the
manner in which prospective patients may be solicited, and
professional licensing rules.

Although there can be no assurance, we believe that our
operations currently comply with applicable laws in all material
respects.  Also, we expect that primary care doctors and
independent and affiliated refractive surgeons that utilize the
services of our Eyesite Laser Center will comply with such laws
in all material respects, although we cannot ensure such
compliance.

Federal Law

A law (known as the "anti-kickback statute") prohibits the offer,
solicitation, payment, or receipt of any remuneration that is
intended to induce, or is in return for, the referral of patients
for, or the ordering of, items or services reimbursable by
Medicare or any other government financed health care program.
This statute also prohibits remuneration intended to induce the

                               -19-
<PAGE>

purchasing of, or arranging for, or recommending the purchase or
order of any item, good, facility, or service for which payment
may be made under government health care programs.  This statute
has been applied to otherwise legitimate investment interests if
one purpose of the offer to invest is to induce referrals from
the investor.  Safe harbor regulations provide absolute
protection from prosecution for certain categories of
relationships.  Requirements to qualify for certain anti-kickback
safe harbor provisions under federal law relating to investment
interests include, (i) no more than 40% of the value of an
investment interest held in an entity seeking to utilize the safe
harbor provisions may be held by investors who are in a position
to make or influence referrals to, furnish items or services to,
or otherwise generate business for an entity can come from
investors; (ii) the terms on which such investment interest is
offered to a passive investor who is in a position to make or
influence referrals must be no different from the terms offered
to other passive investors; (iii) the terms on which an
investment interest is offered must not be related to expected
value of referrals, items or services furnished, or the amount of
business otherwise generated from that investor to the entity;
(iv) there can be no  requirement that a passive investor make or
influence referrals as a condition for remaining as an investor;
(v) no more than 40% of the gross revenue related to the
furnishing of healthcare items or services in the previous fiscal
year may come from referrals, items or services furnished, or
business otherwise generated from investors; (vi) the investor
may not use a loan to pay for the investment interest; and (vii)
the amount of payment to an investor in return for the investment
interest must be directly proportional to the amount of the
capital investment of that investor.  We do not believe that more
than 40% of our investment interest will be held by persons in a
position to refer business to us.

Subject to certain exceptions, federal law also prohibits a
physician from ordering or prescribing certain designated health
services or items if the service or item is reimbursable by
Medicare or Medicaid and is provided by an entity with which the
physician has a financial relationship (including investment
interests and compensation arrangements).  This law, known as the
"Stark Law," does not restrict a physician from ordering an item
or service not reimbursable by Medicare or Medicaid or an item or
service that does not fall within the categories designated in
the law.

Laser vision correction is currently not reimbursable by
Medicare, Medicaid, or any other federal health care programs.
As a result, neither the anti-kickback statute nor the Stark Law

                               -20-
<PAGE>

applies to the Eyesite Laser Center, but we are subject to
similar state laws.

State Law

Texas has enacted laws that prohibit what is known as the
corporate practice of medicine and the corporate practice or
optometry.  These laws are designed to prevent interference in
the medical decision-making process from anyone who is not
licensed.  We believe that we have structured our relationship
with physicians and optometrists in connection with the operation
of the Eyesite Laser Center so that our business conforms to
applicable corporate practice of medicine and corporate practice
of optometry restrictions in all material respects.
Nevertheless, there can be no assurance that, if challenged,
those relationships may not be found to violate Texas' corporate
practice of medicine prohibition.  Such a finding may require us
to revise the structure of our legal arrangements or curtail our
activities, and this may have a material adverse effect on the
our business, financial condition, and results of operations.

Texas laws also prohibit a physician from sharing or "splitting"
fees with persons or entities not authorized to practice
medicine.  The Company presumes that the Facility Fee and the
Open Center Facility Fee payable for using the equipment and
services at the Eyesite Laser Center will be collected either
(i) by payment by the primary care doctor prior to the
performance of the laser surgery procedure by an affiliated
refractive surgeon or an independent refractive surgeon, or (ii)
by deducting the Facility Fee or the Open Center Facility Fee
from funds received as a result of collection efforts undertaken
by Eyesite Laser Center on behalf of the primary care doctor.
While the Company believes that such an arrangement does not
violate any such prohibitions in any material respects, there can
be no assurance that the courts or regulatory agencies will not
interpret this structure as violating the state fee-splitting
prohibition, thereby requiring the Company to change its
procedures in connection with billing and collecting for
services.  Violation of state fee-splitting prohibitions may
subject the ophthalmologists and optometrists to sanctions and
may result in the Company incurring legal fees, as well as being
subjected to fines or other costs, and this could have a material
adverse effect on the Company's business, financial condition,
and results of operations.  In addition, a person under Texas law
may not offer to pay or agree to accept any remuneration for
securing or soliciting a patient from a person licensed, by a
state health care regulatory agency.

                               -21-
<PAGE>

Just as in the case of the federal anti-kickback statute, while
we believe that our business conforms with the Texas fee
splitting and patient solicitation statutes in all material
respects, there can be no assurance that the State of Texas will
agree with our position and would not challenge us.  If we were
not successful in defending against such a challenge, the result
may be civil or criminal fines or penalties for us as well as our
affiliated ophthalmologists and optometrists.  Such a result
would require us to revise the structure of our legal
arrangements, and this could have a material adverse effect on
our business, financial condition, and results of operations.


Facility License and Certificate of Need

We believe that we have all licenses necessary to operate our
business.


Risk of Non-Compliance

Many of these laws and regulations governing the health care
industry are ambiguous in nature and have not been definitively
interpreted by courts and regulatory authorities.  Accordingly,
we may not always be able to predict clearly how such laws and
regulations will be interpreted or applied by courts and
regulatory authorities and some of our activities could be
challenged.  In addition, there can be no assurance that the
regulatory environment in which the Company operates will not
change significantly in the future.  Numerous legislative
proposals have been introduced in Congress and in various state
legislatures over the past several years that would, if enacted,
effect major reforms of the U.S. health care system.  We cannot
predict whether any of these proposals will be adopted and, if
adopted, what impact such legislation would have on our business.
Although there can be no assurance, we believe that our
operations currently comply with applicable laws in all material
respects.  Also, we expect that primary care doctors or
refractive surgeons utilizing the equipment and services provided
by our Eyesite Laser Center will comply with such laws in all
material respects, although we cannot ensure such compliance.  We
could be required to revise the structure of our legal
arrangements or the structure of our fees, incur substantial
legal fees, fines, or other costs, or curtail certain of our
business activities, reducing our potential profit from some of
our legal arrangements, any of which may have a material adverse
effect on our business, financial condition, and results of
operations.

                               -22-
<PAGE>

Intellectual Property

The phrase "Eyesite Laser Centers" is a service mark of our
subsidiary Eyesite.com, Inc.  We may, as the development of the
business of the Eyesite Laser Center progresses, hold or license
claims for other trademarks and servicemarks.  We will continue
to evaluate the registration of additional marks as appropriate.
There can be no assurance that the intellectual property used or
developed by us will not be challenged, invalidated or
circumvented in the future.

The medical device industry, including the ophthalmic laser
sector, has been characterized by substantial litigation
regarding patents and proprietary rights.  There are a number of
patents concerning methods and apparatus for performing corneal
procedures with excimer lasers.  In the event that the use of an
excimer laser or other procedure performed at our Eyesite Laser
Center is deemed to infringe a patent or other proprietary right,
the Company may be prohibited from using the equipment or
performing the procedure that is the subject of the patent
dispute or may be required to obtain a royalty bearing license,
which may not be available on acceptable terms, if at all.  The
costs associated with any such licensing arrangements may be
substantial and could include ongoing royalty payments.  In the
event that a license is not available, we may be required to seek
the use of products that do not infringe the patent.  Our
business, financial condition, and results of operations could be
materially adversely affected by any of the foregoing.

Our web site, www.Eyesite.com currently offers general
information about eye care to consumers and the ability for
consumers to ask an eye care related question and to have them
answered by a doctor via email.

Eyesite.com plans to evaluate the viability of offering the
following services: 1) set online eye care appointments with
participating doctors; 2) obtain discounted eye care service
from participating doctors; 3) obtain online retrieval of
prescriptions for eyeglasses and contact lenses by patients if
their doctor elects to make them available; 4) purchase eye care
products from participating doctors; 5) provide a business-to-
business e-commerce portal so that participating doctors can
purchase product and equipment online from vendors; 6) provide
consumer access to a database of most available eye glass frames
to view, and if the consumer has the ability, to put a digitized
picture of him/herself in to see how he/she would look with a
given pair of frames; 7) provide referrals for refractive
surgery; 8) provide a comprehensive eye care information

                               -23-
<PAGE>

database; 9) provide continuing education opportunities for eye
care professionals; 10) provide appointment reminders; 11)
database mining and marketing for the participating doctors; and
12) provide practice management software tools online.

We intend to evaluate expanding our Eyesite Laser Center business
model into other metropolitan areas.  If such expansion occurs,
we intend to recruit a select number of private practice eye care
professionals in each metropolitan area that elect to become
Eyesite.com, Inc. licensees.  While enabling each eye care
professional to retain his/her independence, we intend to provide
the benefits of association as previously described so that these
select eye care professionals will further facilitate the
branding of the "Eyesite.com" name.  Further, they will become an
eye care professional of choice on the www.Eyesite.com web site.


Employees

As of March 9, 2001, the eye care segment had five employees.
The Company's progress will be highly dependent upon its ability
to retain and attract highly qualified personnel in the future.
Our employees are not represented by a collective bargaining
agreement, nor has the Company experienced a work stoppage.


Legal Proceedings

We are not currently engaged in any material legal proceedings.
Eyesite.com, Inc. and our Eyesite Laser Center are, however,
subject to existing federal and state regulations that are
currently subject to judicial proceedings, legislative hearing,
and administrative proposals that could change, in varying
degrees, the manner in which our business operates.  We cannot
predict the outcome of these proceedings or their impact upon the
healthcare industry or our business.  The results of any of these
proceedings could have a material adverse effect on our business,
financial condition, and results of operations.

Further information about our operations is available on our web
site at www.rhino-inc.com.

Item 2.  PROPERTIES

We currently own no real property.  We lease certain real and
personal property as described in Note J of our consolidated
financial statements for the year ended December 31, 2000, which
are included in Item 8 herein.

                                -24-
<PAGE>

Item 3.  LEGAL PROCEEDINGS

The Company has been notified of a recommendation by the staff of
the Securities and Exchange Commission (the "Commission") that
the Commission bring a civil injunction action against the
Company and two (2) of its directors, alleging certain violations
of the Securities Act of 1933 and the Securities Exchange Act of
1934.  The Company intends to defend itself and its directors
against such allegations and proposed action.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through
the solicitations of proxies or otherwise, during the fourth
quarter of 2000.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

Our common stock was originally issued with a par value of $0.02
per share and had been approved for trading on the OTC Bulletin
Board under the symbol "UNQF".  When our name changed to Rhino
Enterprises Group, Inc., on April 30, 1999, our symbol changed to
"RHNO" under which our stock currently trades.  On the same day
of the name change, we effected a 1 for 20 reverse stock split
which changed the par value to $0.001 per share.  During the last
five years, there were no other stock splits.  The first trades
under the symbol "RHNO" occurred on May 26, 1999.

The following table sets forth the range of high and low prices
on the OTC market for the past two years during the quarterly
periods indicated, adjusted to reflect the effects of the April
30, 1999 reverse split.

  1999                          High           Low
  ---------------------     ------------   ------------
  First Quarter               no trades      no trades
  Second Quarter              $ 0.50         $ 0.125
  Third Quarter               $ 0.25         $ 0.25
  Fourth Quarter              $ 5.50         $ 0.25

  2000                          High           Low
  ---------------------     ------------   ------------
  First Quarter               $ 4.88         $ 3.33
  Second Quarter              $ 4.50         $ 2.00
  Third Quarter               $ 2.50         $ 0.50
  Fourth Quarter              $ 2.75         $ 0.75

                               -25-
<PAGE>

As of March 9, 2001, there were approximately 286 shareholders of
record of common stock.

We have never paid cash dividends on our Common Stock.  While
subject to periodic review, the current policy of our Board of
Directors is to retain all earnings to provide funds for future
growth.

During the period from June through September 2000, we sold
167,040 shares of a 14% convertible, cumulative preferred stock
of our 90% owned subsidiary, Eyesite.com, Inc.  They were sold to
11 accredited investors resulting in cash proceeds of $417,600.
Exemption from registration was claimed under Regulation D, Rule
506.  These securities are convertible into common stock after
six months, under certain conditions, at $2.50 per share.

See further discussion in Note G of our consolidated financial
statements included in Item 8 herein.

Item 6.  SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA
RHINO ENTERPRISES GROUP, INC.


Selected Data            1996        1997      1998        1999        2000
===================    --------    --------  ---------  ---------   ---------

Revenues             $  156,292  $       0  $        0 $    5,164  $  316,595


Loss from operations   (651,753)  (180,944)    (17,889)  (745,601) (2,047,927)


Loss from continuing
operations per share (b)  (4.09)     (0.86)      (0.08)     (0.64)      (1.25)


Total assets            354,573     50,888      42,514  3,390,556   3,020,338


Total liabilities       446,668    556,116     556,116  3,964,055   5,885,586


(a)  No dividends have ever been declared or paid.

(b)  Net loss per share reflects the 1 for 20 reverse split
effected April 30, 1999.

                               -26-
<PAGE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


This Management's Discussion and Analysis of Financial Condition
and Results of Operations ("MD&A") should be read in conjunction
with "Factors that May Affect Future Results" included herein.


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

The following comments discuss the annual periods ended December
31, 2000 and 1999.

Revenues:
The Company posted revenues of $316,595 in 2000 versus $5,164 in
1999, which was due primarily to $83,388 from business incubation
activities and $231,707 from the performance of approximately 250
Lasik surgical procedures which commenced in July 2000.  Year
2000 business incubation revenue increased significantly over
1999's because 1999 was a start-up year.

Cost of Revenues:
Our cost of revenues was $309,873 in 2000 versus $0 in
1999, which represents the direct costs associated with the
performance of Lasik surgical procedures.

General and Administrative:
General and administrative expenses increased from $750,765 in
1999 to $2,255,173 in 2000, an increase of $1,504,408 due to
increased personnel and other operating overhead expenses from
increased business activity.  Operating costs increased by
$287,252 and personnel costs increased by $914,323.  Legal and
professional fees increased by $13,732.  We wrote off $200,524
advanced to a start-up enterprise that we believe is not
recoverable. Also, depreciation  and amortization increased by
$88,577 due to the acquisition of tangible and intangible assets.

Other Income (Expense):
Interest income increased from $21,697 in 1999 to $60,657 in 2000
representing interest on advances to operating and start-up
enterprises.  Interest expense increased by $279,167
representing interest on indebtedness incurred by the Company.  .
Start-up costs increased from $0 in 1999 to $99,133 in 2000 which
reflects the cost of preparation of an offering memorandum to
attract eye-care professionals to participate in various eye-care
services and products by having equity in a limited partnership.

                               -27-
<PAGE>

Our equity interest in e-Data Alliance Corp. reflects fifty
percent of the net loss from their operations for the year.


The following comments discuss the annual period ended
December 31, 1999 compared to 1998.

Revenues:
Revenues were $5,164 in 1999 compared to $0 in 1998.  $4,103
resulted  from initial business incubation activities,
while $1,061 resulted from rental of equipment.

General and Administrative:
General and administrative expenses were $750,765 in 1999
compared to $17,889 in 1998 due to increased operating and
personnel costs from the start-up of our business operations.
Operating costs increased by $302,633.  Legal and professional
fees were $183,566 in 1999 and $0 in 1998.  These costs reflect
the start-up of our operations.  Depreciation and amortization
increased $13,487 reflecting the acquisition of tangible and
intangible assets associated with the commencement of our
operations in 1999.

Other Income (Expense):
Interest income was $21,697 in 1999 and $0 in 1998 as we began
to advance funds to operating and start-up entities.  Interest
expense was $26,779 in 1999 compared to $12,500 in 1998
representing our increased indebtedness.  Other expense primarily
represents the loss incurred due to the spin-off of a dormant
subsidiary.

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

At December 31, 2000, cash and cash equivalents were $7,920 as
compared to $390,071 at December 31, 1999.  This change was a
result of using cash to significantly increase operations, add
personnel and acquire tangible and intangible assets.

Property plant and equipment increased $142,580 from $80,217 in
1999 to $222,797 in 2000 due primarily to acquisition of
equipment for the surgery center.  The investment in e-Data
Alliance Corp. decreased by $67,557 due to recognizing our share
of their losses in 2000.  Intangible assets decreased by $39,283
primarily due to additional costs of $50,675  related to
developing the Eyesite.com website, reduced by $89,958 of
amortization.  Advances decreased by $63,930.  The change was due
to $521,460 in additional advances, plus $61,173 in accrued

                               -28-
<PAGE>

interest, less $446,039 in repayments and $200,524 written-off as
not recoverable.

Accounts payable increased from $41,985 in 1999 to $577,079
in 2000, which reflects the increase in the cost of business
operations over the last year.  Approximately half of this
increase was incurred in the 4th quarter for legal and
professional fees.  Accrued expenses increased from $39,334 in
1999 to $568,917 in 2000 primarily due to accrued interest on our
indebtedness.  Notes payable increased by $856,854 from
$3,082,736 in 1999 to $3,939,590 in 2000 due to additional
borrowings to fund operations.  Common and preferred stock and
paid-in-capital accounts increased due to the sale of common and
preferred stock in 2000 resulting in proceeds of $439,973.  The
increase in the accumulated deficit represents the year's loss.
Treasury stock increased from $0 to $72,690 because we bought
some of our shares in the open market.

Investing activities consumed $287,241 in cash for the year ended
December 31, 2000.  $264,891 was used to purchase depreciable and
intangible assets and $53,071 was provided by the sale of
property and equipment.  $521,460 was used to increase advances
to operating and start-up enterprises.  $446,039 was received
from collections on advances.

Financing activities provided $1,224,137 during 2000.  $439,973
was received from the sale of common and preferred stock and
$959,121 was provided from additional borrowings while $102,267
was used to repay indebtedness.  $72,690 was used to purchase
treasury stock.

Liquidity and Capital Resources
-------------------------------

We funded our operations primarily from the sale of common and
preferred stock, borrowings, collections on advances, fees and
reimbursements derived from incubation services, interest income,
and revenues generated by our Eyesite Laser Center.  We
anticipate that we will have to continue to sell common and
preferred stock and borrow additional funds to provide enough
working capital to fund operations through 2001.  We expect the
Eyesite Laser Center to increase the number of surgical
procedures to a level sufficient to break even or generate
positive cash flow by the end of the second quarter of 2001.

During 2001, we expect to renew, extend, restructure or find
other means of satisfying the $2,507,000 obligation to
Net.Return, Inc.

                               -29-
<PAGE>

We do not have any material commitments for capital expenditures
as of December 31, 2000.

We expect that 2001 will be a year of stabilizing  operations in
our two business segments.  Our eye-care business segment could
be at break even or positive cash flow by the end of the second
quarter 2001.  The growth in this segment will require additional
staffing as patient volume increases that we anticipate will be
funded by cash flows from operations.  We will evaluate the
potential expansion of our Eyesite Laser Center business model
into other geographical markets in 2001.

We expect to receive working capital from various sources in
2001.  However, our primary sources will be from additional
borrowing, repayment on advances, and the sale of common and
preferred stock.  In 2001, we anticipate directing more of our
focus to our business incubation segment by refining business
plans and strategies for the entities to which we have made
advances.  We will also expend additional effort on developing
the business activities of e-Data Alliance, Inc., a Texas
corporation, in which we own a 50% equity interest.

In connection with stabilizing our operations, during the first
quarter of 2001, we have made reductions in personnel and related
overhead costs by reducing our staff from 23 to 14 employees.


Factors That May Affect Future Results
------------------------------------------------

Our discussion of our financial condition and the results of
operations of our Company and its business segments 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 our staff, increased
business activity, expansion of operations, increased operating
costs, the execution of formal long-term lease arrangements, an
increase in the Company's advertising budget, promotion of our
products and services, future loans to other start-up 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

                               -30-
<PAGE>

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 growth will have on 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 and increased expenditures for legal and
accounting services.  These forward-looking statements involve
risks and uncertainties and actual results could differ
materially from those discussed in the forward-looking
statements.  All forward-looking statements and risk factors
included in this document are made as of the date hereof, based
on information available as of the date thereof, and we assume no
obligation to update any forward-looking statement or risk
factors.

We 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 our business, financial
condition or results of operations.

We are dependent upon our current management team.  Should any
one or more of our management team leave, we could face a
financial setback or suffer in other ways related to our planned
business. It could take a significant period of time to locate
and train replacements, if and when necessary. We have an
employment agreement with our President, which may be terminated
upon certain circumstances. This agreement was filed as an
exhibit to the Company's First Amendment to the Form 10-SB filed
with the Securities and Exchange Commission.

Since revenues are not presently sufficient to provide enough
working capital to fund current operations, we are dependent upon
outside financing.  It may be difficult to borrow additional
funds or have access to additional funds via some other method.
If such a situation occurs, we may not be able to make debt
service payments, provide the services we have planned, increase
our staff as planned or otherwise grow our business.

There are significant debt obligations which must be repaid in
cash at some point or we must explore other alternatives for
repayment, which could be in the form of conversion of debt to
equity, replacement financing and/or repayment by an offering of

                               -31-
<PAGE>

securities. It may be 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 our obligation. Likewise, if a new source of
financing is found to replace our current sources, we 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.

We have advanced funds to small operating and start-up entities.
There is a risk that these third party entities will not be able
to repay their advances.  We may seek to convert advances into an
equity interest in the entity.  However, we may face difficulty
in negotiating with such borrowers with regard to the ability to
convert the debt into equity or the conversion ratio. If the
advances are converted into equity of the borrowing entity, there
exists a great possibility that the equity interest will not be a
liquid investment or that the value of such equity interest will
not be at or near the value of the advances made.  Further, if
one or more of the entities to which funds have been advanced is
unable to repay the advance when due or if the advance is
converted into a non-liquid equity investment, we could face a
working capital shortage.

Our eye care-business segment has planned its operation in
accordance with current legislation. If new legislation is passed
at a local, state or federal level, it could materially adversely
affect our strategic plan.  We face the risks that we might not
be able to (1) continue our business as planned, (2) adjust our
business plan in accordance with any new legislation, or (3)
operate in such a manner that would eventually be profitable.

In order to grow as planned, we will have to hire additional
personnel for a number of positions. The current low unemployment
rate presents a challenge to locate and attract qualified
individuals to fill the positions that might be necessary.  We
face the risk that we might not be able to (1) fill every
position as it becomes available in a timely manner, (2) retain
employees we currently have or that maybe hired, or (3) offer a
compensation package to attract top quality candidates to our
positions.


                               -32-
<PAGE>



Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

We are not exposed to any significant market risk such as
interest rates, foreign currency exchange rates, or credit risk.
Credit risk associated with receivables is minimal due to the
diversity of customers and their broad dispersion over several
different industries and geographic areas.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
             RHINO ENTERPRISES GROUP, INC.

        INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
         COVERED BY REPORT OF INDEPENDENT AUDITOR

                                                     Form 10-KSB
                                                     -----------
Report of Independent Auditor.......................     34

Consolidated Balance Sheets at December 31, 2000
  and 1999..........................................     35

Consolidated Statements of Operations for the
  years ended December 31, 2000, 1999 and 1998......     36

Consolidated Statements of Stockholders' Deficit for
  the years ended December 31, 2000, 1999 and 1998..     37

Consolidated Statements of Cash Flows for the years
  ended December 31, 2000, 1999 and 1998............     38

Notes to Consolidated Financial Statements..........     39


Note:  All financial statement schedules are omitted because
       they are not applicable or the required information is
       included in the consolidated financial statements
       or notes thereto.


                               -33-
<PAGE>








                  INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
RHINO ENTERPRISES GROUP, INC.

We have audited the accompanying consolidated balance sheets of
RHINO ENTERPRISES GROUP, INC.  as of December 31, 2000 and 1999,
and the related consolidated statements of operations,
stockholders' deficit, and cash flows for the three years ended
December 31, 2000.  These consolidated financial statements are
the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards require
that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of RHINO ENTERPRISES GROUP, INC.  as of
December 31, 2000 and 1999, and the consolidated results of their
operations and their cash flows for the three years ended
December 31, 2000, in conformity with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
As discussed in Note N to the consolidated financial statements,
the Company has net losses, negative cash flows from operations,
negative working capital and a deficit in stockholders' equity.
These conditions raise substantial doubt about its ability to
continue as a going concern.  Management's plans regarding these
matters are also described in Note O.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.


MARLOW C. HUNTER, P.C.

March 9, 2001
Fort Worth, Texas

                               -34-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999

      ASSETS                            2000           1999
----------------------              ------------    -----------
Current Assets
   Cash                            $       7,920   $    390,071
   Accounts receivable                    64,436         34,115
   Inventory                               4,000              0
   Funds held in escrow                        0          5,000
                                    ------------    -----------
Total Current Assets                      75,356        429,186
                                    ------------    -----------
Property, plant and
  equipment  --  net                     222,797         80,217
Investment in e-Data
  Alliance Corp.                         132,443        200,000
Intangible assets  -- net                194,050        233,333
Goodwill  -- net                          94,072         97,891
Deposits                                  14,621              0
Deferred marketing expense               800,000        800,000
Advances to operating and
  start-up entities                    1,485,999      1,549,929
                                    ------------    -----------
Total Non-current Assets               2,943,982      2,961,370
                                    ------------    -----------
          Total Assets             $   3,020,338   $  3,390,556
                                    ============    ===========

    CURRENT LIABILITIES
-----------------------------
Accounts payable                   $     577,079  $      41,985
Accrued expenses                         568,917         39,334
Notes payable                          3,939,590      3,082,736
                                    ------------    -----------
Total Current Liabilities              5,085,586      3,164,055
Deferred marketing obligation            800,000        800,000
                                    ------------    -----------
     Total Liabilities                 5,885,586      3,964,055
                                    ------------    -----------
    STOCKHOLDERS' DEFICIT
------------------------------
Common stock                               1,706          1,577
Preferred stock                              334              0
Paid in capital                        2,050,405      1,585,295
Accumulated deficit                   (4,846,867)    (2,162,011)
Non-controlling interest                   1,864          1,640
Treasury stock, at cost                  (72,690)             0
                                    ------------    -----------
Total Stockholders' Deficit           (2,865,248)      (573,499)
                                    ------------    -----------
Total Liabilities and
  Stockholders' Deficit            $   3,020,338   $  3,390,556
                                    ============    ===========

See Notes to Consolidated Financial Statements.

                               -35-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000



                                             2000       1999      1998
                                           --------   --------  --------
REVENUES                                  $ 316,595  $   5,164 $       0

COST OF REVENUES                            309,873          0         0
                                           --------   --------  --------
GROSS PROFIT                                  6,722      5,164         0
                                           --------   --------  --------

GENERAL AND ADMINISTRATIVE EXPENSES
   Operating costs                          607,774    320,522    17,889
   Personnel costs                        1,147,513    233,190         0
   Legal and professional fees              197,298    183,566         0
   Write off uncollectible advance          200,524          0         0
   Depreciation and amortization            102,064     13,487         0
                                          ---------   --------  --------
Total General and Administrative
  Expenses                                2,255,173    750,765    17,889
                                          ---------   --------  --------

LOSS FROM OPERATIONS                     (2,248,451)   (745,601)  (17,889)
                                          ---------   --------  --------

OTHER INCOME (EXPENSE)
   Interest income                           60,657     21,697         0
   Interest expense                        (305,946)   (26,779)  (12,500)
   Other                                      2,715    (18,605)        0
   Start up costs                           (99,133)         0         0
   Equity in loss of
     e-Data Alliance Corp.                  (67,557)         0         0
                                           --------   --------  --------
Total Other Income (Expense)               (409,264)   (23,687)  (12,500)
                                           --------   --------  --------

LOSS BEFORE INCOME TAX                   (2,657,715)  (769,288)  (30,389)

PROVISION FOR INCOME TAX                          0          0         0
                                          ---------   --------  --------

NET LOSS                                $(2,657,715) $(769,288)$ (30,389)
                                          =========   ========  ========


LOSS PER SHARE                           $    (1.64) $   (0.66)$   (0.14)
                                          =========   ========  ========


See Notes to Consolidated Financial Statements.


                               -36-
<PAGE>



RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE THREE YEARS ENDED DECEMBER 31, 2000

</TABLE>
<TABLE>
<CAPTION>


                            |  Common      Preferred     Paid In      Accumulated       Non-control       Treasury
                    SHARES  |  Stock         Stock       Capital        Deficit           Interest         Stock         TOTAL
                   -------- | ----------   ---------   -----------   --------------   ---------------   -----------   ----------
<S>                <C>      | <C>          <C>         <C>           <C>              <C>               <C>           <C>
                            |
BALANCE,                    |
January 1, 1998   4,269,528 |$     4,270   $       0 $   1,196,745  $    (1,817,808) $              0  $          0  $  (616,793)
                            |
Net loss -- 1998            |
  operations                |                                               (30,389)                                     (30,389)
                   -------- | ----------   ---------   -----------   --------------   ---------------   -----------   ----------
BALANCE,                    |
December 31, 1998 4,269,528 |      4,270           0     1,196,745       (1,848,197)                0             0     (647,182)
                            |
Private placement           |
  offering       13,719,817 |     13,720                    53,635                                                        67,355
Debentures                  |
  converted                 |
  to stock          123,900 |        124                    31,226                                                        31,350
Notes payable               |
  converted to              |
  stock              17,750 |         18                   177,482                                                       177,500
Stock issued for            |
  services        5,070,817 |      5,071                    28,741                                                        33,812
Stock issuance              |
  costs                     |                              (30,000)                                                      (30,000)
Reverse split               |
  (1 share for              |
   20 shares)   (21,968,596)|    (21,969)                   21,969                                                             0
Shares issued to            |
  acquire                   |
  subsidiaries      343,360 |        343                   105,497                                                       105,840
Spin-off Unique             |
  Ideas, Inc.               |                                               455,474                                      455,474
Net loss --                 |
  1999 Operations           |                                              (769,288)            1,640                   (767,648)
                   -------- | ----------   ---------   -----------   --------------   ---------------   -----------   ----------
                            |
BALANCE,                    |
December 31, 1999 1,576,576 |      1,577           0     1,585,295       (2,162,011)            1,640             0     (573,499)
                            |
Sell preferred stock        |
  in subsidiary             |                    334       417,266                                                       417,600
Stock options               |
  exercised          89,495 |         89                    22,284                                                        22,373
Shares issued as            |
  performance bonus  25,000 |         25                    12,475                                                        12,500
Stock options issued        |
  for legal fees            |                               10,000                                                        10,000
Debentures converted  2,250 |          2                        (2)                                                            0
Additional shares           |
  in Framing Sys.    12,400 |         13                     3,087                                                         3,100
Net loss --                 |
  2000 Operations           |                                            (2,656,151)              224                 (2,655,927)
Repurchase                  |
  19,650 shares             |                                                                               (72,690)     (72,690)
Deemed preferred            |
  dividends                 |                                               (28,705)                                     (28,705)
                   -------- | ----------   ---------   -----------   --------------   ---------------   -----------   ----------
                            |
BALANCE,                    |
  December 31,              |
  2000            1,705,721 | $    1,706  $      334  $  2,050,405  $    (4,846,867) $          1,864   $   (72,690)  $(2,865,248)
                  ========= | ==========   =========   ===========   ==============   ===============    ==========    ==========






See Notes to Consolidated Financial Statements.





                               -37-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000



                                          2000         1999        1998
                                        ---------   ---------    ---------
CASH FROM OPERATING ACTIVITIES
  Net Loss                           $(2,657,715)  $ (769,288)  $  (30,389)
  Add (deduct) non cash
  items affecting net loss -
     Depreciation and amortization       117,230       13,487        6,302
     Compensation for services
       paid with stock & options          22,500       33,812            0
     Interest accrued but not paid       305,946            0            0
     Interest on advances
       accrued not collected             (61,173)           0            0
     Write off of unrecoverable
       advance to start-up               200,524            0            0
     Equity in losses of investee         67,557            0            0
     Loss on spin-off of subsidiary            0       31,350            0
     Increase in accounts receivable     (30,321)           0            0
     Increase in other assets            (13,621)      (5,000)           0
     Increase in accounts payable       (535,094)      47,699            0
     Increase in accrued expenses        194,932       31,666       22,203
                                       ---------    ---------    ---------
   Net Cash Used By
      Operating Activities            (1,319,047)    (616,274)      (1,884)
                                       ---------    ---------    ---------

CASH USED BY INVESTING ACTIVITIES
     Purchase equipment                 (217,216)     (76,582)           0
     Proceeds from sale of equipment      53,071            0            0
     Advances to operating
       and start-up entities            (521,460)  (1,584,044)           0
     Collect advances from
       operating and start-up entities   446,039            0            0
     Purchase 50% interest in
       e-Data Alliance Corp.                   0     (200,000)           0
     Payments for intangibles            (47,675)     (15,000)           0
                                       ---------    ---------    ---------
   Net Cash Used by
     Investing Activities               (287,241)  (1,875,626)           0
                                       ---------    ---------    ---------

CASH PROVIDED BY FINANCING ACTIVITIES
     Borrowings                          959,121    3,392,949            0
     Repayments                         (102,267)    (548,333)           0
     Proceeds from selling shares
       of common and preferred stock     439,973       67,355            0
     Payment of stock issuance costs           0      (30,000)           0
     Purchase treasury stock             (72,690)           0            0
                                       ---------    ---------    ---------
   Net Cash Provided by
     Financing Activities              1,224,137    2,881,971            0
                                       ---------    ---------    ---------
<PAGE>
NET CHANGE IN CASH                      (382,151)     390,071       (1,884)
CASH, beginning of year                  390,071            0        1,884
                                       ---------    ---------    ---------
CASH, end of year                     $    7,920   $  390,071   $        0
                                       =========    =========    =========




See Notes to Consolidated Financial Statements.



                               -38-
<PAGE>



RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A  - NATURE OF OPERATIONS

Rhino Enterprises Group, Inc. was formerly known as Unique
Fashions, Inc. (a Nevada corporation) that had been dormant for
three years.  On April 30, 1999, Unique Fashions, Inc. effected a
one-for-twenty (1 for 20)  reverse stock split of its common
stock, changed its name to Rhino Enterprises Group, Inc., and
began to operate again.  We now function in two business segments
  business incubation and eye care.  Our business incubation
activities include providing management, consulting services, and
financing to assist  both start-up and emerging or developing
entities as well as established operating enterprises to avail
themselves of various growth opportunities.  Our eye care segment
is positioning itself to be a leading provider of affordable
laser eye surgical procedures.  In addition, we intend to develop
our web site - www.Eyesite.com - to provide information, products
and services related to vision correction and eye care.  See
further discussion in Note S - Business Segments.  We are highly
leveraged and have accumulated a considerable deficit from
operations.  Our ability to repay our indebtedness and related
interest charges is dependent on our ability to obtain additional
working capital.  See Note O for further discussion of our
liquidity and capital resources.


                               -39-
<PAGE>





RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of
Rhino Enterprises Group, Inc. and our wholly-owned subsidiary
Executive Assistance, Inc., our 90%-owned subsidiary -
Eyesite.com, Inc,  and our 68% - owned subsidiary,  Framing
Systems, Inc.  Significant inter-company transactions and
balances have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to the 1999 and 1998
amounts to conform to the 2000 presentation of the consolidated
financial statements.

Accounting Estimates

The preparation of consolidated financial statements requires us
to make estimates and assumptions which affect the reported
amounts of assets, liabilities, revenues and expenses, as well as
the disclosures of contingent assets and liabilities as of the
date of the consolidated financial statements.  Actual results
could differ from those estimates.

Allowance for Uncollectible Accounts Receivable

We believe that an allowance for uncollectible  accounts
receivable was not necessary at December 31, 2000 and 1999.

Inventory

Inventory consists of medical supplies and is recorded at cost.

Property, Plant and Equipment

Fixed assets are recorded at cost and depreciated over their
estimated useful lives, which range from three to ten years,
using the straight-line method.


                               -40-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued


Investment in e-Data Alliance Corp.

We account for our 50%-owned investee, e-Data Alliance Corp. ("e-
Data") using the equity method of accounting.  We record our
share of e-Data's income or loss and either increase or decrease
our investment in e-Data accordingly.

Intangible Assets

Intangible assets consist of certain proprietary knowledge and an
internet web-site domain totaling $287,439 and are being
amortized over 3 years.

Goodwill

Goodwill represents the excess purchase price over the fair
market value of net assets acquired of Executive Assistance, Inc.
and Framing Systems, Inc. totaling $103,769 (See Note C below).
Goodwill is being amortized on a straight-line basis over  15
years.  Accumulated amortization of intangibles and goodwill was
$103,322 and $9,445 as of December 31, 2000 and 1999,
respectively.  Amortization expense of intangibles and goodwill
is shown below -
                                     2000       1999      1998
                                   --------   --------  --------

     Intangibles                    $86,958   $ 6,667   $   -0-

     Goodwill                         6,918     2,778     6,302


Impairment of Long-Lived Assets

We account for the impairment of long-lived assets in accordance
with SFAS No. 121 which requires that such assets be reviewed for
impairment whenever events or changes in circumstances indicate
that the book value of the asset may not be recoverable.  We have
not recorded any impairment charges as of the date of these
consolidated financial statements.

                               -41-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 consequences of those temporary differences.

Revenue Recognition

We enter into informal agreements to provide management,
consulting services and other financial assistance to operating
companies and start-up entities.  Typical  agreements  call for
either a flat monthly fee or hourly rates plus reimbursement of
out-of-pocket expenses.  Revenues from such agreements are
recognized as services are provided.  Our web-hosting services
are billed on a monthly basis and revenues recognized
accordingly; while web site design revenues are recognized as the
services are performed.  Fees from Lasik surgeries are recorded
when the procedure is performed.

In 1999, the staff of the SEC issued Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements ("SAB 101"),
which presents some of the staff's interpretations of the
application of generally accepted accounting principles to
revenue recognition.  We adopted SAB 101 in 2000 and believe that
the accompanying consolidated financial statements comply with
the provisions of SAB 101.

Comprehensive Income

We have no components of "other comprehensive income" as defined
by SFAS No. 130.

Advertising

We expense advertising ($170,039 in 2000, $4,773 in 1999, and $-
0- in 1998) as it is incurred.


                               -42-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,  (continued)

Stock-based Compensation

We have elected to follow APB Opinion No. 25, Accounting for
Stock Issued to Employees in accounting for our employee stock
options.  Under APB No. 25, if the exercise price of an
employee's stock options equals or exceeds the market price of
the underlying stock on the date of grant and certain other plan
conditions are met, no compensation expense is recognized.  See
Note Q regarding pro forma net loss per common share information
as required by the alternative fair value accounting provided for
under SFAS No. 123, Accounting for Stock-Based Compensation.  We
account for stock-based awards issued to non-employees in
accordance with the fair value method of SFAS No.123 and Emerging
Issues Task Force Issue No. 96-18.  Consequently, we measure the
cost of such awards based on the estimated fair market value of
the stock awards using the Black-Scholes option-pricing model.

Loss Per Share

Loss per share was computed using the weighted monthly average
number of common shares outstanding during the periods, and the
anti-dilutive effect of stock options discussed in Note I below
was excluded.

NOTE C  - ACQUISITION AND FORMATION OF SUBSIDIARIES

Executive Assistance, Inc.

On November 11, 1999, we acquired Executive Assistance, Inc.,
which is engaged in the business of providing various
administrative functions to small businesses.  We exchanged
80,000 shares of our restricted common stock for all of the
outstanding common shares (4,000,000 shares) of Executive
Assistance, Inc.  The acquisition was accounted for as a
purchase.  The fair value of the transaction was $40,000, which
was based on the market price of our common stock on the date of
the acquisition.  Tangible assets consisted of cash of
approximately $1,200 with liabilities of $3,685 resulting in
goodwill of $42,485 which is being amortized over a period of 15
years.

                               -43-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C   ACQUISITION AND FORMATION OF SUBSIDIARIES, continued

The results of operations of Executive Assistance, Inc. were
included in the 1999 consolidated  statement of operations from
the date of acquisition.  On a separate company basis, Executive
Assistance, Inc. reported revenues of $ -0- resulting in a net
loss of $3,555 for the year ended December 31, 1998;  and
revenues of $4,759 resulting in a net loss of $2,929 for the ten
months and 11 days ended November 11, 1999.   During 2000,
Executive Assistance, Inc had no significant operating
activities.


Eyesite.com, Inc.

On November 24, 1999, we paid $2,000 for 100% of the founder's
stock of Eyesite.com, Inc., a Delaware corporation, which was
formed on October 31, 1999.  On December 22, 1999, Eyesite.com,
Inc. purchased a registered and partially-constructed web site
(www.Eyesite.com) from Dr. Gary Edwards for $50,000 using a
seller-financed note.  See Note H below.

Eyesite.com, Inc. has three business strategies  - (1) to
establish laser centers that provide affordable laser surgical
eye procedures; (2) to develop their web site - Eyesite.com - to
provide information, products and services related to vision
correction and eye care; and (3) to select and recruit a limited
number of private practice eye care professionals each in a major
metropolitan area to become licensees.

On December 22, 1999, we entered into a consulting contract with
Dr. Gary Edwards to maintain and enhance the web site.  Among
other things, the agreement provided for 36 monthly payments of
$7,000 representing 35 hours per month at $200 per hour for Dr.
Edwards services.  As an inducement to enter into the web-site
consulting services agreement, we agreed to issue 500,000 shares
of Eyesite.com, Inc.'s common stock to Dr. Edwards after
completion of the first five months of the contract. As of June
30, 2000, the performance obligation had been satisfied and
500,000 shares (representing 10% of Eyesite.com, Inc.'s
outstanding common stock) were issued to Dr. Edwards resulting in
compensation expense of $1,000.

                               -44-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C   ACQUISITION AND FORMATION OF SUBSIDIARIES, continued

Framing Systems, Inc.

On May 13, 1999, we acquired Framing Systems, Inc.   a start-up
enterprise that plans to develop a commercial software package
for use in the custom picture framing industry.  We exchanged
263,360 restricted shares of our common stock for 6,584,000 of
the outstanding common shares of Framing Systems, Inc. resulting
in an ownership position of 65%.  The acquisition was accounted
for as a purchase with a fair value of $65,840, based on the
market price of our common stock on the day that the transaction
was completed.  The estimated fair value of tangible assets was
$7,655 leaving goodwill in the amount of $58,185 which is being
amortized over 15 years.  The results of operations of Framing
Systems, Inc. were included in the 1999 consolidated statement of
operations from the date of acquisition.

On a separate company basis, Framing Systems, Inc. reported
revenues of $ -0-  and a net loss of $10,208 for the year ended
December 31, 1998; revenues were $ -0- resulting in a net loss of
$1,276 for the four months and 13 days ended May 13, 1999.

During 2000, we exchanged 12,400 restricted common shares with
certain shareholders of Framing Systems, Inc. at a fair value of
$3,100, which now gives us a 68% ownership position in this
subsidiary.  Framing Systems, Inc. was dormant during 2000,
having no operations.

The following table reflects the pro forma results of operations
as though the acquisitions of Framing Systems, Inc. and Executive
Assistance, Inc. had been consummated on January 1, 1998.

                                               1999       1998
                                             --------    -------
     Net Sales                              $   9,922   $   -0-
     Loss from operations                    (753,741)   (31,652)
     Net loss                                (777,427)   (44,152)
     Loss per share                         $(   0.58)  $(   .21)


The above amounts reflect adjustments for amortization of
goodwill arising in consolidation.

                               -45-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - CONVERTIBLE DEBENTURES OF FORMER SUBSIDIARY

During 1995 and 1996, our former subsidiary Unique Ideas, Inc.
raised $1,379,916 of working capital by issuing short-term
convertible debentures bearing interest at 10%.  These
instruments were originally expected to be repaid within six
months of issue.  However, due to continuing cash constraints, no
repayments were ever made.  The principal amount (not including
interest) of these debentures were convertible into shares of our
common stock at exchange rates ranging from $0.10 to $1.00 per
share until December 31, 1999, at which time the conversion
feature expired.

As of December 31, 1999, $1,183,812 of debentures had been
converted to common stock.  During 1999,  $92,500 of debentures
were surrendered for conversion resulting in issuance of 123,900
restricted shares of the Company's common stock.   Early in 2000,
our Board of Directors approved an extension of time until
December 31, 2000, for the remaining debenture holders to convert
their instruments into our restricted common stock.  At December
31, 1999, there were 30 debenture holders representing $196,104
who could ultimately elect to convert their debentures that would
result in the issuance of 19,610 shares of the Company's
restricted common stock.

During 2000, debentures totaling $30,000 were surrendered for
conversion resulting in the issuance of 2,250 shares of our
restricted common stock.  Our Board of Directors has decided not
to extend the offer to convert beyond the December 31, 2000.


NOTE E - INVESTMENT IN e-DATA ALLIANCE CORP.

On December 17, 1999, we acquired (for $200,000 cash)  50% of the
outstanding shares of e-Data Alliance Corp. ("e-Data"), a Texas
corporation, which provides web hosting, off-site data storage,
and web site design and data base services.  The data servers
operated by e-Data are located in premium telecommunications
facilities in Dallas.   Prior to acquisition,  e-Data had
revenues of $15,000 (an inter-segment sale to Eyesite.com, Inc.
in connection with the development of their web site)  resulting
in net income of $2,553 for the eleven months ended November 30,
1999.

                               -46-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE E   INVESTMENT IN e-DATA ALLIANCE, CORP., continued


Un-audited condensed financial information of e-Data for the two
years ended December 31, 2000 and 1999 follows:


        Balance Sheets                      2000         1999
---------------------------------        ---------    ---------

   Cash                                  $  15,836    $ 153,319
   Receivables                              15,087       21,160
   Other current assets                          0        5,496
                                         ---------    ---------

      Total Current Assets                  30,923      179,975

   Property, plant and equipment, net       43,963       44,892
                                         ---------    ---------
         Total Assets                    $  74,886    $ 224,867
                                         =========    =========


   Current Liabilities                   $       0    $  14,742

   Stockholders' Equity                     74,886      210,125
                                          --------     --------
         Total Liabilities and
         Stockholder's Equity            $  74,886    $ 224,867
                                         =========    =========


     Statements of Income
-------------------------------------

   Revenues                              $  39,890    $  29,252
   Operating Expenses                      169,633       29,127
                                         ---------    ---------
             Net Income (Loss)           $(129,743)   $     125
                                         =========    =========


                               -47-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE E   INVESTMENT IN e-DATA ALLIANCE CORP., continued

Among other things, the acquisition agreement with e-DATA
provides that we place contracts with various media marketing
enterprises to purchase $800,000 of advertising in various media.
We would be billed monthly for any advertising placed by the
marketing company.  Such obligations would be treated under
standard commercial terms of net 30 days.  The marketing entity
along with members of our staff would jointly determine the
nature and mix of advertising.  During 2000, initial discussions
regarding a marketing campaign began with a media company.


NOTE F-  ADVANCES TO OPERATING AND START-UP ENTITIES

As a vital part of our strategic role as a business incubator, we
advance funds to established operating entities and start-up or
emerging enterprises under the terms of a financing arrangement
which typically provides for recoupment in one of three forms  -

    (1) Our primary preference is to convert all or a significant
portion of the outstanding advances into an equity position in
lieu of receiving cash.

    (2) Cash representing the return of all advances plus an
amount for the time value of money.  The repayment of any
advances usually is scheduled for a period of three to five years
in the future.

    (3) Repayment of any advances is accelerated if the entity
obtains cash infusions from public sources.

The following summarizes outstanding advances  -

                                              2000       1999
                                           ---------   --------
Advances to operating enterprises -

   Energy Systems Solutions, Inc.         $  329,691  $ 179,015
   Teman Electrical Contractors, Inc.        318,766    342,884
   Memorabilia and Antiquities, Inc.          19,793    365,051
   Sarwin Family, LLC                        138,164    144,560

                               -48-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE F   ADVANCES TO OPERATING AND START-UP ENTITIES, continued


   R and R Foods, Inc.                         6,000          0
   Eyemakers, Inc.                           182,211    109,894
                                           ---------  ---------
                                             994,625  1,141,404
                                           ---------  ---------
Advances to start-up entities -

   Emerging Pharmacy Solutions, Inc.         335,000    252,849
   Legend Security, Inc.                      16,130          0
   Target Marketing International, Inc.       48,218          0
   Historic Inns of America, Inc.              3,398          0
   Canton Auction House, Inc.                 38,628          0
   Swan River Corporation                     50,000          0
   Real Talk Network, Inc.                         0    100,466
                                           ---------  ---------
                                             491,374    353,315
                                           ---------  ---------
Other unsecured advances -

   Stockholders                                    0     55,210
                                           ---------  ---------

       Total Advances                     $1,485,999 $1,549,929
                                           =========  =========


Advances are generally due in periods ranging from 3 to 5 years,
bear interest at 6% and are unsecured.  The totals shown above
includes approximately $60,000 of accrued interest. We require
entities to which we advance funds to sign a financing agreement
(described above) so as to protect our investment.

As part of our ongoing business strategy, we continue to seek
investment opportunities which complement our existing portfolio.
Operating decisions for the various entities are made by the
managers of those business entities.  Our Board of Directors
makes investment decisions and all other capital resource
allocations.  The boards of each enterprise to which we advance
funds make similar decisions for their entities.

                               -49-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE G  - STOCKHOLDERS' DEFICIT

Capital Structure

We are authorized to issue 25,000,000 shares of common stock with
a par value of $0.001 per share.

Our subsidiary, Eyesite.com, Inc. is authorized to issue
5,000,000 shares of convertible, cumulative preferred stock,
$0.002 par value, of which 1,000,000 shares have been designated
as 14% Cumulative Convertible Preferred Stock, Series A by
Eyesite.com, Inc.'s Certificate of Designation, a copy of which
is attached as Exhibit 14.1.  The Series A preferred shares are
convertible at anytime six months after issuance into one share
of Eyesite.com, Inc.'s common stock, including all accrued and
unpaid dividends.   The conversion price is $2.50 per share.
Further, at Eyesite.com, Inc.'s option, the Series A preferred
shares are convertible at any time after six months from
issuance, upon 30 days notice, in whole or part, at $2.50 per
share.  Finally, if the "ask" price of Eyesite.com, Inc.'s common
stock as quoted on the OTC Bulletin Board or other exchange ever
meets or exceeds $3.25 per share for ten consecutive trading
days, then each outstanding share of Series A preferred stock is
mandatorily convertible into one share of Eyesite.com, Inc.'s
common stock, including all accrued and unpaid dividends at $2.50
per share.

On March 31, 2000, we filed a Form 10-SB, pursuant to Section
12(b) of the Securities Act of 1934, as amended, which was
subsequently declared effective by the SEC on April 10, 2000.
Our stock began trading on the over-the-counter bulletin board
under the symbol "RHNO".

Issuance of Preferred Stock

In the period from June through September, 2000, our subsidiary
Eyesite.com, Inc. issued 167,040 shares of the 14% Cumulative,
Convertible Preferred Stock, Series A, resulting in proceeds to
Eyesite.com, Inc. of $417,600.


                               -50-
<PAGE>



RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE G  - STOCKHOLDERS' DEFICIT, continued

Issuances of Common Stock

On March 30, 1999, we authorized a securities offering of up to
15,000,000 shares of common stock at an offering price of $.005
per share, on a best efforts basis pursuant to an exemption from
registration with the Securities and Exchange Commission provided
by Rule 504 of Regulation D and Section 3(b) of the Securities
Act of 1933, and pursuant to exemptions from registration in the
various states in which the securities were offered.  $67,355 was
raised from this offering and 13,719,817 (685,991 post-reverse
split) shares were issued.   We incurred offering costs of
$30,000 which were netted against the proceeds and recorded as
reduction of paid in capital.

On April 30, 1999, we issued 250,000 shares to certain non-
employee shareholders as compensation for various professional
services rendered to the Company.   An expense of $4,950 was
recorded.  In November, 1999, we issued 69,817 shares to a non-
employee stockholder and officer of the Company as payment for
certain accounting and tax services that were rendered when this
stockholder was only a director.  An expense of $28,625 was
recorded, which reflected the fair value of the services
rendered.

In October, 2000, we issued 25,000 shares to our chief executive
officer as a performance bonus for completing a registration
statement (Form 10-SB) that was approved by the Securities and
Exchange Commission in August and recognized compensation expense
of $12,500.

During 2000, we issued 2,250 shares of common stock in conversion
of $30,000 of debentures.  See Note D for further discussion.

During 2000, we issued 12,400 shares of common stock to acquire
an additional 3% ownership in Framing Systems, Inc.  See Note C
for further discussion.

During 2000, certain officers and directors exercised 89,495 of
their options (See Note Q) which resulted in cash proceeds of
$22,373.

                               -51-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE G   STOCKHOLDERS' DEFICIT, continued

Treasury Stock

During the first quarter of 2000, we purchased 19,650 shares of
our outstanding common shares at an average price of $3.70


NOTE H - NOTES PAYABLE
                                             2000        1999
                                           ---------   ---------
Note payable to Digital Information &
Virtual Access, Inc., 6% interest,
unsecured, including accrued and unpaid
interest of $14,341. Note is due
on demand                                 $1,029,888  $1,041,069

Notes payable to Southern Leasing, Inc.,
8% interest, unsecured, due on demand        136,480           0

Notes payable to Net.Return, Inc. 10%
interest, unsecured.  Notes are due
during 2001                                2,507,000   2,000,000

Note payable to Dr. Gary Edwards, 10%
interest, secured by certain intellectual
property and license rights.  Due in
five monthly installments of $8,333                0      41,667

Note payable to Hart-Prince Group, Inc.,
8% interest, unsecured, due on demand         25,000           0

Notes payable to Southern Leasing, Inc.,
interest ranging from 8% to 10%, due
during 2001                                  163,200           0

Note payable to The Strateia Group, Inc.,
interest at 10%, unsecured and due on
demand                                        78,022           0
                                           ---------   ---------
       Total Indebtedness                 $3,939,590  $3,082,736
                                           =========   =========

                               -52-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE I -- LOSS PER SHARE

The following table summarizes the amounts used to calculate the
loss per share as reported in the accompanying consolidated
statement of income.

                              For  the Years Ended December 31
                              ----------------------------------
                                 2000         1999       1998
                              ----------   ---------   ---------

Net Loss                      $2,657,715   $ 769,288   $  30,389

Add - deemed preferred
  stock dividend                  28,705           0           0
                               ---------   ---------   ---------

Loss applicable to
  common stockholders         $2,686,420   $ 769,288   $  30,389
                               =========   =========    ========

Weighted average number of
  shares outstanding           1,634,687   1,168,403     213,476
                               =========   =========     =======


Loss per Share                    $(1.64)     $(0.66)     $(0.14)
                               =========   =========     =======


NOTE J  - LEASE COMMITMENTS

We operate in sub-leased facilities under the terms of a month-
to-month rental agreement.  The primary tenant is one of our
shareholders.  Rent expense was $77,075 for 2000,  $43,894 for
1999 and $-0- for 1998.  We have also agreed to reimburse our
landlord for overhead expenses such as telephone, utilities, etc.
based on the square-footage occupied.  Our arrangement calls for
monthly billings.  Management believes that the allocation method
used for overhead reimbursements is reasonable.

                               -53-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE J   LEASE COMMITMENTS, continued

Our Dallas Eyesite Laser Center, which opened July 1, 2000,
operates in facilities leased from an unrelated third party.
Rent expense was $29,242. The lease term is three years.

In connection with the opening of our Dallas Eyesite Laser
Center, we entered into an operating lease agreement for the
surgical laser device which performs the eye surgery.   The terms
of the lease provide for payments of $225 per procedure with a
base minimum of 70 procedures per month for the first year
($15,750 per month).   The base minimum number of procedures per
month for the second and third years are negotiable.   The
amounts shown below represent our minimum lease obligations
through the terms of our existing leases.

     December 31, 2001                          $350,552
     December 31, 2002                           683,698
     December 31, 2003                           456,999


NOTE K  - NON-CASH INVESTING AND FINANCING TRANSACTIONS

                                  2000       1999       1998
                                ---------  ---------  ---------

Spin-off of Unique Ideas, Inc.   $    -0-   $455,474   $   -0-
Debt converted to common stock        -0-    177,500      7,500
Debentures converted
  to common stock                  30,000     92,500     30,000
Intangibles/goodwill acquired
  with stock                        3,100    225,000        -0-
Prepaid marketing costs               -0-    800,000        -0-


NOTE L    INCOME TAX

We have tax net operating loss carry-forwards of approximately
$950,000 which expire, if not used, starting in 2010.  Deferred
tax assets of approximately $320,000 have been fully allowed for,
since we believe that it is not "more likely than not" that these
tax benefits will ever be realized.

                               -54-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE M - CONCENTRATIONS OF CREDIT RISK

We maintain cash balances with several financial institutions,
including a money market account with a national brokerage house.
At December 31, 1999, we had $188,348 of collected funds on
deposit with one bank in excess of the Federally insured limit of
$100,000.  On occasion during 2000, our collected funds exceeded
the Federally insured limit.


NOTE N - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 2000 and 1999
consisted of the following -
                                             2000       1999
                                           --------   --------

Equipment                                 $ 133,549  $  47,270
Furniture and fixtures                       63,871      7,500
Automobiles                                       0     32,900
Leasehold improvements                       54,082          0
                                           --------   --------
                                            251,502     87,670
Less - accumulated depreciation             (28,705)  (  7,453)
                                           --------   --------

Net property, plant and equipment         $ 222,797  $  80,217
                                           --------   --------

Depreciation expense for was $23,353; $5,136; and $ -0- for the
years ended December 31, 2000, 1999 and 1998, respectively.   In
2000, $15,166 of depreciation was included in "cost of revenues".


NOTE O - LIQUIDITY AND CAPITAL RESOURCES

Since restarting operations in 1999, we have incurred losses and
accumulated a deficit of approximately $4,850,000.  In addition,
we have approximately $5,100,000 of current liabilities against
approximately $75,000 of current assets.

                               -55-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE O   LIQUIDITY AND CAPITAL RESOURCES, continued

We have been able to obtain long term capital resources through
private placement offerings of our common and preferred stock,
and to arrange for short term liquidity by issuing notes payable.
However, there can be no assurance that we may not continue to
experience liquidity problems or be successful in obtaining
sufficient working capital on a timely basis in the future.
Subsequent to year end, we significantly reduced our payroll and
overhead costs. We anticipate that we will have to continue to
sell common and preferred stock and borrow additional funds to
provide sufficient working capital to fund operations during
2001.


NOTE P -- RELATED PARTY TRANSACTIONS

The following summarizes the transactions with related parties
during 2000 -

Memorabilia and Antiquities, Inc. ("M&A") is a corporation owned
by our chief executive officer, who owns 11.6% of our outstanding
common stock.   M&A owed us $365,051 at the beginning of the year
for advances made to them during 1999.  During 2000, M&A received
additional advances of $84,250 and repaid $429,508 leaving an
outstanding balance due us of $19,793.

Media Star Productions, Inc. ("MEDIA") is an entity whose CEO is
also the CEO of The Strateia Group, Inc., and which owns 6.3% of
our outstanding common stock.  During the fourth quarter of 2000,
MEDIA paid us $110,000 (in advance) for certain information
technology services which will be recognized into our income at
the rate of $8,000 per month beginning November, 2000.  In
addition, due to our cash constraints, MEDIA advanced funds to
our payroll processing vendor in the amount of $45,586.   Thus,
at year end, we have a net liability of $139,586 to MEDIA,
consisting of unearned income of $94,000 and the obligation to
reimburse MEDIA for funding our payroll requirements.  Subsequent
to December 31, 2000, MEDIA  advanced an additional $80,000 in
fees for future services to be provided by us to them.

                               -56-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE P   RELATED PARTY TRANSACTIONS, continued

The Strateia Group, Inc. ("Strateia") is one of our shareholders
with a 6.3% ownership position.  As mentioned in Note J   Lease
Commitments, we sub-lease office facilities from them.  During
2000, we paid rent expense of $77,952 and overhead expenses of
$27,904.  At December 31, 1999, we owed Strateia $5,962 (included
in accounts payable). During 2000, Strateia advanced us $105,000
and we paid them back $8,212.  As a result, we have an
outstanding balance of $102,750 due to Strateia at December 31,
2000, of which $78,022 is a note payable and the remainder in
included in accounts payable.  Subsequent to December 31, 2000,
Strateia advanced us an additional $37,000.

Digital Information and Virtual Access, Inc.  ("DIVA") is an
entity whose CEO is also the CEO of The Strateia Group, Inc.
mentioned above.  At the end of 1999, we owed DIVA $1,041,069
which included $14,341 of accrued interest on a one year note due
at December 31, 2000.  (See Note H above)   During 2000, DIVA
advanced us $200,000 and we funded $250,000 back to DIVA.  In the
early part of 2000, certain of our personnel received paychecks
from DIVA in the amount of $130,847; while we paid part of the
salary of one DIVA employee in the amount of $15,390.  In
addition, we had  $62,297 of expense charge-backs to DIVA.  We
also accrued interest on the outstanding obligation to DIVA
during 2000 in the amount of $41,257.  Our eye-care segment
contracted for and used advertising space in a magazine published
by one of DIVA's subsidiaries.   However, the cost of this
service ($10,478) has not yet been paid.  Therefore, at December
31, 2000, we have a total obligation to DIVA amounting to
$1,085,486, including accrued interest of $55,598.


NOTE Q  --  STOCK OPTIONS

During 1999, we executed employment contracts with our president
and our chief operating officer which provided, among other
things, for the payment of base salary, car allowance, life
insurance premiums, and non-qualified stock options (granted
October 27, 1999) to purchase 250,000 shares of common stock at
$.25 per share.  The fair value of the common stock on the grant
date was $0.25.  The options vest monthly over 5 years.

                               -57-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE Q    STOCK OPTIONS, continued

Certain key employees and two directors were also granted similar
non-qualified stock options on October 27, 1999, to purchase
452,500 shares of Rhino's common stock at $.25 per share.  The
options vest ratably over the next 60 months.  The fair value of
the common stock on the date of grant was $0.25. No compensation
expense was recorded for these stock options since we elected to
account for them under APB No. 25.  At December 31, 1999, none of
these options had been exercised nor had any of them lapsed.

On October 1, 2000, we granted 75,000 options to our chief
operating officer and a key employee as performance bonuses.  The
fair value of the stock on the date of grant was $0.875 per
share.  The options vested upon grant and expire in 5 years.  On
that same day, we also granted 100,000 options to two of our
attorneys for their assistance in successfully filing the Form
10-SB mentioned above.  We accounted for this award ($10,000) as
compensation expense under SFAS No. 123 since these two persons
are not our employees.  These options vested immediately and
expire in five years. At December 31, 2000, none of these options
had been exercised. The following table summarizes activity
related to our outstanding stock options:

                                                  No. of Options
                                                  --------------
     Balance at December 31, 1997                              0
          Granted                                              0
          Exercised                                            0
          Expired                                              0
                                                  --------------
     Balance at December 31, 1998                              0
          Granted                                        952,500
          Exercised                                            0
          Expired                                              0
                                                  --------------
     Balance at December 31, 1999                        952,500
          Granted                                        175,000
          Exercised                                     ( 89,495)
          Expired                                       (373,332)
                                                  --------------
     Balance at December 31, 2000                        664,673
                                                  ==============

                               -58-
<PAGE>


RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Q   STOCK OPTIONS, continued

At December 31, 2000, exercisable options outstanding are as
follows -

          Range of Exercise Prices        Number Exercisable
          ------------------------        ------------------
          Granted at $0.25 per share            104,395
          Granted at $0.50 per share            175,000
                                                -------
                                                279,395
                                                -------

The terms of options to purchase shares of our common stock are
summarized below -

                                                             Option Price
                                                         --------------------
                                             Weighted
                                              Average
                                 Number     Contractual  Weighted
Range of Exercise Prices        Granted        Life       Average      Total
------------------------       ---------    -----------  ----------   -------

Granted at market
  value   $0.50                    489,673     5.0 years     $0.25     $122,418

Granted at market
  value   $0.25                  175,000     5.0 years     $0.50       87,500
                                 -------                   -----      -------
                                 664,673                   $0.32     $209,918
                           ======                ====     ======


Options granted during 1999 had an exercise price equal to the
market value of the underlying common stock.  Options granted
during 2000 have an exercise price less than the fair market of
the underlying common stock.  Had compensation cost for our stock
options been determined in accordance with SFAS No. 123, our net
loss and loss per share would have been adjusted to the pro forma
amounts indicated below.  The effects of applying SFAS No. 123 in
this pro forma disclosure are not indicative of future amounts.


                               -59-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Q    STOCK OPTIONS, continued


                                    Year Ended December 31
                              ----------------------------------
                                 2000        1999        1998
                              ----------   ---------   ---------

Net loss reported, adjusted
  for deemed dividend        $(2,686,420) $ (769,288) $  (30,389)

Pro forma amount assuming
  SFAS No. 123               $(2,709,323) $ (771,193) $  (30,389)

Loss per common share
  as reported                $     (1.64) $    (0.66) $    (0.14)

Pro forma loss per share
  assuming SFAS No. 123      $     (1.66) $    (0.66) $    (0.14)


The fair value of options granted to employees and non-employees
was estimated on the date of grant using the Black-Scholes
option-pricing model.  The following assumptions were used for
grants in 1999 and 2000 - dividend yield of 0%, volatility of 0%,
risk-free interest rate estimated as 6%; estimated life of 5
years.   The estimated fair value of options granted to employees
in 1999 was $0.06 per share.   The estimated fair value of the
options granted during 2000 to employees was $0.875 per share,
while the estimated fair value of options granted to non-
employees was $0.50 per share.  The model is based on historical
stock prices and volatility, which, due to low volume of
transactions, may not be representative of future price
variances.


NOTE R  - QUARTERLY INFORMATION (unaudited)

The following is a summary of the quarterly results of operations
for the years ended December 31, 2000 and 1999 -

                               -60-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE R    QUARTERLY INFORMATION (unaudited)

</TABLE>
<TABLE>
<CAPTION>

    2000             March           June            Sept             Dec             Year
---------------   -----------   -------------   -------------   --------------   --------------
<S>               <C>           <C>             <C>             <C>              <C>
Revenues         $      7,523  $       22,780  $      193,504  $        92,788  $       316,595
Gross profit            5,023           7,459          82,731          (88,491)           6,722
Net loss             (563,865)       (576,674)       (372,260)      (1,144,916)      (2,657,715)
Loss/share              (0.36)          (0.35)          (0.23)           (0.70)           (1.64)

    1999             March           June            Sept             Dec             Year
---------------   -----------   -------------   -------------   --------------   --------------

Revenues         $          0  $            0  $            0  $         5,164  $         5,164
Gross profit                0               0               0            5,164            5,164
Net loss                 (691)        (36,477)       (132,163)        (599,957)        (769,288)
Loss/share              (0.01)          (0.03)          (0.08)           (0.54)           (0.66)


NOTE S  - SEGMENT INFORMATION

We organize and manage our business in two reportable segments -
business incubation and eye care services.  The business
incubation segment includes the parent company, Rhino, its
subsidiaries Executive Assistance, Inc. and Framing Systems,
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 assist start-
up enterprises as well as established operating companies
position themselves for growth opportunities.   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.  Our eye care services
segment represents the activities of our 90%-owned subsidiary
Eyesite.Com, Inc.   All operations, at present, are located
within the United States.  Revenues arise from sales primarily to
unrelated third parties.

The accounting policies followed in presenting the segment
information are the same as those described in the summary of
significant accounting policies included in our consolidated
financial statements.   A summary, by segment, of our significant
assets, liabilities, revenues and expenses is presented below for
the years ended December 31, 2000, 1999 and 1998.

                               -61-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE S    SEGMENT DATA, continued

</TABLE>
<TABLE>
<CAPTION>


Asset Information   2000          Incubator       Eye Care      Eliminations     Consolidated
=============================    ------------   ------------   --------------   --------------
<S>                              <C>            <C>            <C>              <C>

Current Assets                  $     777,003  $      50,859  $      (736,885) $        90,977

Advances                            1,303,788        182,211                0        1,485,999

Investment in equity method
  investees                           132,443              0                0          132,443

Other long-lived assets             1,021,686        299,233          (10,000)       1,310,919
                                 ------------   ------------   --------------   --------------

Total Assets                    $   3,234,920  $     532,303  $      (746,885) $     3,020,338
                                 ============   ============   ==============   ==============


Profit and Loss Information   2000
==================================

Revenues from external
  customers                     $       4,888  $     231,707  $             0          316,595
Revenues from other
  operating segments                  116,529              0         (116,529)               0
Interest revenue                       45,046         15,611                0           60,657
Other income                            2,715              0                0            2,715
Cost of revenues                            0       (411,788)         101,915         (309,873)
Operating expenses                 (1,309,554       (857,169)          13,614       (2,153,109)
Interest expense                     (293,541)       (12,405)               0         (305,946)
Depreciation and amortization         (68,776)       (33,288)               0         (102,064)
Equity in losses of equity
  method investee                     (67,557)             0                0          (67,557)
Non-operating expenses                      0        (99,133)               0          (99,133)
                                 ------------   ------------   --------------   --------------

Net Loss                        $  (1,490,250) $  (1,166,465) $        (1,000) $    (2,657,715)
                                 ============   ============   ==============   ==============


Asset Information   1999           Incubator      Eye Care      Eliminations     Consolidated
=============================    ------------   ------------   --------------   --------------
<S>                              <C>            <C>            <C>              <C>

Current Assets                  $     728,540  $           0  $      (299,354) $       429,186

Advances                            1,438,974        110,955                0        1,549,929

Investment in equity
   method investees                   200,000              0                0          200,000

Other long-lived assets             1,120,509        100,881           (9,950)       1,211,440
                                 ------------   ------------   --------------   --------------

     Total Assets               $   3,488,023  $     211,836  $      (309,304) $     3,390,555
                                 ============   ============   ==============   ==============


                               -62-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE S   SEGMENT DATA, continued

</TABLE>
<TABLE>
<CAPTION>
Profit and Loss Information   1999
==================================

Revenues from external customers $      4,103  $       1,061  $             0  $         5,164
Revenues from other operating
  segments                                  0              0                0                0
Interest revenue                       16,467          5,230                0           21,697
Other income                           12,746              0                0           12,746
Spin off loss                         (31,350)             0                0          (31,350)
Operating expenses                   (549,726)      (187,553)               0         (737,279)
Interest expense                      (26,779)             0                0          (26,779)
Depreciation and amortization          (7,877)        (2,832)          (2,778)         (13,487)
                                 ------------   ------------   --------------   --------------

       Net Loss                 $    (582,416) $    (184,094)  $       (2,778) $      (769,288)
                                 ============   ============    =============   ==============


</TABLE>
<TABLE>
<CAPTION>
Asset Information   1998          Incubator       Eye Care      Eliminations     Consolidated
=============================    ------------   ------------   --------------   --------------
<S>                              <C>            <C>            <C>              <C>
Current Assets, other than
   notes receivable            $      728,540  $           0  $      (299,354) $       429,186

Current Assets, other than
   notes receivable                         0              0                0                0

Receivables                                 0              0                0                0

Investment in equity method
  investees                                 0              0                0                0

Other long-lived
  assets (Goodwill)                         0              0           42,502           42,502
                                 ------------   ------------   --------------   --------------

     Total Assets               $           0  $           0  $        42,502  $        42,502
                                 ============   ============   ==============   ==============

Profit and Loss Information   1998
==================================

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                     (11,587)             0                0          (11,587)
Interest expense                       (12,500)             0                0          (12,500)
Income tax                                   0              0                0                0
Equity in net income of
  equity method investees                    0              0                0                0
Depreciation and amortization           (6,302)             0                0           (6,302)
                                  ------------   ------------   --------------   --------------
     Net Loss                    $     (30,389) $           0   $            0  $       (30,389)
                                  ============   ============   ==============   ==============



                               -63-
<PAGE>

RHINO ENTERPRISES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE T  - CONTINGENCY

As of the date of the auditor's report on these consolidated
financial statements, several of the notes comprising our
obligation to Net.Return, Inc.  (See Note H - Indebtedness above)
are past due.  Efforts of management to renew, extend or
renegotiate the terms and conditions of those notes have proved
unsuccessful to date.  It is uncertain as to the ultimate
disposition of the notes payable to Net. Return, Inc.
Management is continuing with efforts to resolve this matter.

                               -64-
<PAGE>

Item 9.  CHANGES AND IN DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                               -65-
<PAGE>


PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the directors and executive
officers of the Company, their ages, and all positions with the
Company.

Name                       Age     Positions
---------------------------------------------------------------

Robert W. Moehler          36      Director and President
Daniel H. Weaver           50      Director, Executive Vice
                                   President of Finance,
                                   Secretary and Treasurer
G.W. Flinn                 52      Director


Robert W. Moehler is President and Chairman of the Board of
Directors.  Mr. Moehler has been a director of the Company since
October, 1999.  In December of 1999, he was re-elected as a
director for a one year term. He is also a director of the
Company's 90%-owned subsidiary, Eyesite.com, Inc., a Delaware
corporation.  Mr. Moehler has significant experience with start-
up companies and industry consolidations.  Mr. Moehler received
an M.B.A. degree in Management in 1996 from Amber University in
Dallas, Texas.  He also received a B.B.A. degree in Finance in
1992 and a B.S. degree in Business Control Systems in 1987 from
the University of North Texas in Denton, Texas.  From 1987-1989
he served as a Staff Auditor for Western Union Telegraph Company,
Inc. From 1989-1992 he served in various capacities with The
Thompson Group, Inc. and Dedicated Care Holdings, Inc., a group
of companies located in Dallas, Texas that were involved in
providing long-term health care services, as well as numerous
other medical-related services including therapy, lab and
pharmacy. During his employment with these companies, he served
as senior accountant from 1989-1990, controller from 1990-1991
and Treasurer from 1991-1992. Since 1992, Mr. Moehler has been

                               -66-
<PAGE>

self-employed, providing business consulting services as well as
buying, selling and marketing sports memorabilia. Since November
1995, Mr. Moehler has served in varying capacities with MFC
Group, Inc., a Nevada organized company that provides business
consulting services. From January 1994 to January 1997, Mr.
Moehler served as Secretary and Treasurer of The Strateia Group,
Inc., a business consulting firm located in Dallas that
specializes in providing services to entrepreneurial businesses
and start-ups. Since January 1997, Mr. Moehler has served as
President of Memorabilia & Antiquities, Inc., a development stage
company that sells and markets sports memorabilia, historical
documents and ancient antiquities. From December 1997 to December
1998, Mr. Moehler was President of Enviro-Clean of America, Inc.
(OTCBB: EVCL) and oversaw the financing efforts, acquisition plan
and its obtaining public status. From December 1998 until his
resignation in May, 1999, Mr. Moehler continued to serve as
Secretary/Treasurer and a member of the Board of Directors of
EVCL. Since January 1999, Mr. Moehler has served as President,
Secretary, Treasurer and a director of Framing Systems, Inc., one
of our majority owned subsidiaries. Since November, 1999 Mr.
Moehler has served as a director of Sharing Life Community
Outreach, a 501(c)(3) not for profit organization.  He was named
president of Rhino Enterprises Group, Inc. in October of 1999.


Daniel H. Weaver, CPA is the Executive Vice President of Finance,
Secretary/Treasurer and a Director.  He has been a director of
the Company since February of 1999. In December of 1999, Mr.
Weaver was re-elected to the board for a one year term. He
received a Bachelor of Science from the United States Naval
Academy in 1972 and a Master of Business Administration from
George Washington University in 1978. After service in the U.S.
Navy, Mr. Weaver worked for the U.S. House of Representatives in
a staff position. He subsequently worked for the international
accounting firm of Coopers & Lybrand and then served as the
Treasurer and Chief Accounting Officer of a savings and loan
association. From 1984 to 1997, he was an officer and shareholder
in the accounting firm of Solana Kaufman & Weaver, P.C. He formed
his own accounting firm, D.H. Weaver & Associates, in 1998. Mr.
Weaver was formerly an officer and director of both Digital
Information & Virtual Access, Inc. (OTCBB: DVTL), and Energy
System Solutions, Inc. (OTCBB: ESUL).  In 2000, Mr. Weaver became
a shareholder in the accounting firm of Bulloch, Seger, Weaver &
Company, P.L.L.C.

George W. Flinn first joined us in May 1999 as Vice President of
Human Resources and on May 1, 2000 accepted a similar position
with and is currently employed by Digital Information & Virtual
Access, Inc.  A former Marine Lieutenant Colonel, he received a
Bachelor of Science Degree from the U.S. Naval Academy in 1971.
He has extensive experience in the areas of leadership,
management, operations, human resources, process improvement and
corporate communication.  He served as an infantry officer from
1971-1991.  Key responsibilities included: aide-de-camp to the

                               -67-
<PAGE>

Commandant of the Marine Corps from 1976-1979; Commanding Officer
of Marine Recruiting Station in Cincinnati, Ohio from 1983-1986;
and Commanding Officer of a 1,500 man Battalion Landing Team
during Operation Desert Storm/Desert Shield.  After leaving the
Marine Corps in December of 1991, he worked for eight years for
Harris Chemical Group, a manufacturer of inorganic extractive
minerals.  His responsibilities were as Director of Human
Resources, Director of Quality/Communications and Director of
Corporate Communications supporting 3,500 employees at 31 sites
on three continents.  Mr. Flinn now serves on our Board of
Directors.



Item 11.  EXECUTIVE COMPENSATION

The following table sets forth the compensation received by
members of our executive management team for the last three
fiscal years.

                 SUMMARY COMPENSATION TABLE <F1>


</TABLE>
<TABLE>
<CAPTION>
                                                                     Long Term Compensation
                                     Annual Compensation                     Awards
                             ---------------------------------    ----------------------------
Name and                                             Other                      Securities
Principal                                            Annual        Restricted    Underlying
Position           Year       Salary      Bonus      Comp.         Stock         Options
----------------------------------------------------------------------------------------------
<S>                <C>        <C>         <C>        <C>           <C>           <C>

Robert Moehler     2000       $81,757         -0-       -0-        $12,500           -0-
President          1999<F2>   $15,152     $15,000    $2,200<F3>        -0-       250,000<F4>

David Carl         2000         2,876         -0-       -0-            -0-           -0-
President          1999<F5>       -0-     $10,000    $4,000        $ 2,000       125,000<F6>

Gary Boone         2000<F7>       -0-         -0-       -0-            -0-           -0-
President          1999           -0-         -0-       -0-        $ 1,000           -0-
                   1998           -0-         -0-       -0-            -0-           -0-

David Young        2000<F11>  $77,801         -0-    $1,000            -0-        50,000<F8>
COO                1999       $24,686         -0-       -0-            -0-       250,000<F8>

Daniel Weaver      2000       $ 1,339         -0-       -0-            -0-           -0-
CFO                1999           -0-         -0-     5,500<F9>   $28,625<F9>    125,000<F10>


<F1> All columns which are inapplicable have been removed. All
figures have been rounded to the nearest whole amount.

<F2> Mr. Moehler became president on October 26, 1999.

<F3> In April 1999, Mr. Moehler was paid $2,200 in consulting
fees.

                               -68-
<PAGE>

<F4> In 1999, Mr. Moehler was granted options to purchase 250,000
shares of common stock at $0.25 per share, which vest monthly
(beginning November 1, 1999) in fifty-nine equal increments of
4,166 shares and one final increment of 4,167 shares, that expire
five years from the date of grant.  Mr. Moehler has exercised
58,270 options and has the right to exercise 91,730 of his
options within three years from the date of grant.

<F5> Mr. Carl was president of the Company from February 15, 1999
until October 26, 1999, when Mr. Moehler was appointed.

<F6> In 1999, Mr. Carl was granted options to purchase 125,000
shares of the Company's common stock at $0.25 per share, which
vest monthly (beginning November 1, 1999) in fifty-nine equal
increments of 2,083 shares and one final increment of 2,103
shares, that expire five years from the date of grant.  None of
his options have been exercised.  Mr. Carl has the right to
exercise 75,000 of his options within three years from the date
of grant.
<F7> Gary Boone was president of the Company from October 15,
1996 until February 15, 1999, when Mr. Carl was appointed as
president.

<F8> In 1999, Mr. Young was granted options to purchase 250,000
shares of common stock at $0.25 per share, which vest monthly
(beginning November 1, 1999) in fifty-nine equal increments of
4,166 shares and one final increment of 4,167 shares, expiring
five years from the date of grant.  In 2000, Mr. Young was
granted 50,000 options as a performance bonus which immediately
vested and expire in 2005.  Mr. Young has exercised 20,825
options and has the right to exercise 83,333 of his options
within three years from the date of grant.  195,832 of his un-
vested options were cancelled upon his resignation as an officer
and director.  See Form 8-K in Item 14 herein.

<F9> Mr. Weaver received $5,500 in consulting fees and $28,625
for accounting services in 1999.

<F10> Mr. Weaver was granted options to purchase 125,000 shares
of common stock at $0.25 per share, which vest monthly (beginning
November 1, 1999) in fifty-nine equal increments of 2,083 shares
and one final increment of 2,103 shares that expire five years
from the date of grant.  Mr. Weaver has exercised 10,400 options
has the right to exercise 64,600 of his options within three
years of the date of grant.

                               -69-
<PAGE>

<F11> Mr. Young resigned as Chief Operating Officer effective
November 30, 2000.  See Form 8-K filed November 30, 2000 included
in Item 14 herein.




                OPTION GRANTS IN LAST FISCAL YEAR

</TABLE>
<TABLE>
<CAPTION>

                               Individual Grants
--------------------------------------------------------------------------------------------------------------------------------
          Number of        % of Total
          Securities       Options                                          Potential Realized Value at Assumed Annual Rates
          Underlying       Granted to                                         of Stock Price Appreciation for Option Term
          Options          Employees in   Exercise         Expiration
Name      Granted          Fiscal Year    Price            Date                  0%            5%               10%
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>            <C>              <C>                   <C>           <C>              <C>

Young     50,000           67%            $.50             9/30/05               $43,750       $61,560          $70,500






AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES TABLE


</TABLE>
<TABLE>
<CAPTION>
                                              Number of
                                              Securities          Value of
                                              Underlying          Unexercised
                                              Unexercised         In-the-Money
                                              Options at          Options at
                                              FY-End (#)          FY-End ($)
           Shares Acquired    Value           Exercisable/        Exercisable/
Name       on Exercise (#)    Realized ($)    Unexercisable       Unexercisable
-----------------------------------------------------------------------------------
<S>          <C>             <C>              <C>                 <C>

Moehler      58,270          91,131           -0-/191,730         $-0-/$479,325

Young        20,825          65,109           33,333/-0-<F1>      $83,333/$-0-

Weaver       10,400          32,500           18,750/95,850       $46,875/$239,625

Carl         -0-             -0-              29,167/95,833       $72,917/$239,583


<F1>Mr. Young resigned November 30, 2000 and his un-vested
options were cancelled.



LONG TERM INCENTIVE PLANS

                               -70-
<PAGE>

There are no long term incentive plans in effect and, therefore,
no awards have been given to any executive officer in the past
year.

COMPENSATION OF DIRECTORS

We granted Mr. Carl, a former director, options to purchase
125,000 shares of common stock at $0.25 per share, which vest
monthly (beginning November 1, 1999) in fifty-nine equal
increments of 2,083 shares and one final increment of 2,103
shares, that expire five years from the date of grant. Although
Mr. Carl held the position of President/CEO for a short period of
time during 1999, these options were granted to Mr. Carl for his
role as a director.

Other than the options granted to Mr. Carl, as stated above,
no other director has received any compensation for the sole
purpose of serving as a director.  We do not, at this time, plan
to pay compensation to current or future members of our Board of
Directors for the performance of their duties as directors, other
than reimbursement of expenses incurred to attend board meetings.
We have not yet established committees of the Board of Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL ARRANGEMENTS

On October 27, 1999, we executed an employment agreement with our
President, Robert W. Moehler, for a three year term. The
employment contract provides, among other things, that Mr.
Moehler serve as President, receive to minimum annual
compensation of $84,000, benefits and life insurance as set forth
in the agreement and options to purchase 250,000 shares of common
stock at $0.25 per share (vesting monthly).  Further, in the
event of a "change of control", as defined in the employment
agreement, we are obligated to pay Mr. Moehler an amount equal to
the monthly portion of Mr. Moehler's minimum annual compensation
multiplied by 36, which shall be paid in one lump sum no later
than 60 days after his termination of employment. The employment
agreement with Mr. Moehler was filed as Exhibit 10.0 to the
registration statement on Form 10-SB.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth certain information as of
the date of filing this registration statement (unless otherwise
noted), with respect to the beneficial ownership of the common

                               -71-
<PAGE>

stock by each officer and director, each person (or group of
persons whose shares are required to be aggregated) known to be
the beneficial owner of more than five percent (5%) of the common
stock, and all such directors and executive officers as a group.
Unless otherwise noted, the persons named below have sole voting
and investment power with respect to the shares shown as
beneficially owned by them.

            Name and Address        Amount & Nature     Percent
Class       of Beneficial Owner      of Beneficial      of Class
                                         Owner
----------------------------------------------------------------

Common      Robert W. Moehler           202,022<F1>        11.8%
            2925 LBJ Freeway
            Suite 188
            Dallas, Texas 75234

Common      David H. Young               57,958<F2>         3.4%
            7413 Ryan Drive
            Plano, Texas 75025

Common      Daniel H. Weaver            239,080<F3>        14.0%
            2925 LBJ Freeway
            Suite 188
            Dallas, Texas 75234

Common      David H. Carl               137,078<F4>         8.0%
            2925 LBJ Freeway
            Suite 188
            Dallas, Texas 75234

Common      Emmerson Finance, Ltd.      225,000<F5>        13.2%
            c/o Belestra AG
            Beethovenstr, Switzerland

Common      The Strateia Group, Inc.    108,000<F6>         6.3%
            2925 LBJ Freeway
            Suite 188
            Dallas, Texas 75234
----------------------------------------------------------------
Officers and directors
as a group (2 persons)                  441,102            25.8%
================================================================

<F1> As of December 31, 2000, Mr. Moehler owns 193,690 shares,
which includes 60,050 shares held in the name of MFC Group, Inc.,
a corporation which is controlled by Mr. Moehler, and 50 shares

                               -72-
<PAGE>

held by Michael Moehler UGMA. Mr. Moehler has options to purchase
250,000 shares of the Company's common stock at $0.25 per share,
which vest monthly (beginning November 1, 1999) in fifty-nine
equal increments of 4,166 shares and one final increment of 4,167
shares, that expire five years from the date of grant, Mr.
Moehler has exercised 58,270 options.  The above figure includes
8,332 shares, which represents Mr. Moehler's right to exercise
options that will vest within the next 60 days.

<F2> As of December 31, 2000, Mr. Young owns 24,625 shares. Mr.
Young has 33,333 options to purchase 33,333 common stock at $0.25
per share and 50,000 options to purchase common stock at $0.50
per share.  All of his options are fully vested.

<F3> As of December 31, 2000, Mr. Weaver owns 216,167 shares,
which includes 26,900 shares held in an IRA. Mr. Weaver has
options to purchase 125,000 shares of the Company's common stock
at $0.25 per share, which vest monthly (beginning November 1,
1999) in fifty-nine equal increments of 2,083 shares and one
final increment of 2,103 shares, that expire five years from the
date of grant.  10,400 options have been exercised. The above
figure includes 22,913 shares, which represents Mr. Weaver's
right to exercise options which have vested or will vest within
the next 60 days.

<F4>As of December 31, 2000, Mr. Carl owns 103,750 shares, which
includes 3,750 held in the name of The Bayside Group, Inc., a
corporation which is controlled by Mr. Carl.  Mr. Carl has
options to purchase 125,000 shares of the Company's common stock
at $0.25 per share, which vest monthly (beginning November 1,
1999) in fifty-nine equal increments of 2,083 shares and one
final increment of 2,103 shares, that expire  five years from the
date of grant.  None of his options have been exercised. The
above figure includes 33,328 shares, which represents Mr. Carl's
right to exercise options which have vested or will vest within
the next 60 days.

<F5>The natural person or persons who beneficially own Emmerson
Finance Ltd. is unknown.  Our "contact person" for Emmerson
Finance is Marvin Sirota, an individual residing in the state of
New York. None of our officers, directors, subsidiaries or
affiliates have an interest or ownership in Emmerson Finance Ltd.

<F6>The Strateia Group, Inc., a Nevada corporation, is controlled
by Joe H. Glover. Although we sub-lease office space from The
Strateia Group, Inc., none of our officers and directors exercise
control over The Strateia Group, Inc.'s operations.

                               -73-
<PAGE>


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See NOTE P in our consolidated financial statements for the year
ended December 31, 2000 which are included in Item 8 herein.



PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)  THE FOLLOWING FINANCIAL STATEMENTS AND SCHEDULES ARE FILED
AS PART OF THIS REPORT:

     1.  Financial Statements

The financial statements listed in the Index to Consolidated
Financial Statements and Schedule on page 33 are filed as part of
this report.

     2.  Schedules

     NONE


     3. Exhibits


Exhibit No.    Description
-----------    ---------------------------------------------
10.04          Share Lockup Agreement - Robert W. Moehler
10.05          Share Lockup Agreement - David H. Young
10.06          Share Lockup Agreement - Daniel H. Weaver
10.07          Share Lockup Agreement - George W. Flinn
27.0           Financial Data Schedule

(b)  REPORTS ON FORM 8-K

On November 30, 2000, the Company filed a Current Report on Form
8-K reporting changes in executive management and the Board of
Directors.

(c)  Exhibits

The following is a list of exhibits required by Item 601 of
Regulation S-K filed as part of this Report. Where so indicated


                               -74-
<PAGE>
by footnote, exhibits which were previously filed are
incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is
indicated in parentheses.

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

14.1             Certificate of Designation of Series A
                 Convertible Preferred Stock of Eyesite.com, Inc.






<PAGE>

                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                            Rhino Enterprises Group, Inc.
                            (Registrant)

Date: March  29, 2001       By: /s/ ROBERT W. MOEHLER
                            --------------------------------
                            Robert W. Moehler
                            President and duly authorized officer



Pursuant to the requirements of the Securities and Exchange Act
of 1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

Date: March  30, 2001       By: /s/ DANIEL H. WEAVER
                            --------------------------------
                            Daniel H. Weaver
                            Executive Vice President Finance,
                            Treasurer, Secretary and Director


Date: March 30, 2001        By: /s/ GEORGE W. FLINN
                            --------------------------------
                            George W. Flinn
                            Director

                               -75-


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