UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER ~~PURSUANT TO RULE 13a-16 OR 15d-16~~

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~March ~~2021~~2022

Commission File Number: 000-50608

RHINO BIOTECH LIMITED

(Translation of registrant’s name into English)

294 Heywood House

Anguilla, British West Indies

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

~~Departure of~~ ~~Directors~~Item or1.01 ~~Certain~~Entry ~~Officers;~~into ~~Election~~a ofMaterial ~~Directors~~Definitive Agreement

OnAcquisition ~~August~~of ~~20,~~Artesian ~~2021~~Valley Farm, MrLLC. ~~Stephen~~As P.of ~~Kenwood~~September ~~resigned~~3, ~~from~~2021, ~~his~~Eurasia ~~position~~Energy asLtd., a ~~Director~~company formed under the laws of Anguilla and now known as Rhino Biotech Limited (the “Company”), entered into a Membership Interest Purchase Agreement (the “Artesian ~~which~~Agreement”) ~~resignation~~with ~~was~~Artesian ~~effective~~Valley onFarm, ~~such~~LLC, ~~date.~~a ~~Mr.~~limited ~~Kenwood’s~~liability ~~resignation~~company ~~was~~formed ~~not~~under the ~~result~~laws of ~~any~~the ~~disagreement~~State ~~between~~of ~~the~~Colorado ~~Company~~(“Artesian”), and ~~him~~Ronnie onD. ~~any~~Guffey, ~~matter~~the ~~relating~~sole member of Artesian (“Guffey”), pursuant to which the Company’s ~~operations,~~purchased ~~policies~~all orof ~~practices~~the outstanding membership interests of Artesian from Guffey. The consideration for such transaction was an aggregate of $17,900,000 and consisted of:

~~On August~~● ~~20,~~a ~~2021,~~promissory ~~Mr.~~note ~~Graham~~in ~~Crabtree resigned from his position as~~ the ~~Chief~~amount ~~Financial Officer~~ of ~~the~~$500,000 ~~Company which resignation was effective on such date. Mr. Crabtree’s resignation was not~~ (the ~~result~~“First ofArtesian ~~any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.~~Note”);

~~On August~~● ~~26,~~a ~~2021,~~secured ~~the~~promissory ~~Company’s~~note ~~appointed~~in ~~Mr.~~the ~~Robert~~amount ~~Henry Hesse and Ms. Marilyn Giulia Roosevelt as Directors~~ of ~~the~~$2,900,000 ~~Company~~ (~~collectively,~~ the “~~Appointments~~Second Artesian Note”).; and

~~Robert Henry~~● ~~Hesse. Mr. Hesse has served as the Chairman of the Board of Directors of the Company since August 2021. In addition~~750, ~~since March 2019~~000,000 heshares ~~has served as the Chairman~~ of the Company’s ~~predecessor~~common ~~companies~~stock, ~~Rhino~~which ~~Technologies,~~were ~~Inc.~~issued ~~and~~on ~~Rhino~~November ~~Brands~~3, ~~Inc (collectively, the “Predecessors”)~~2021. Since 1992, Mr. Hesse has served as founder and director of Dorchester Group, Inc., an investment banking firm. Mr. Hesse received his Bachelor of Science degree in Philosophy from St. Peter’s University. Mr. Hesse was nominated as a director because of his extensive experience in corporate finance, venture capital, reverse mergers and investment banking. He generated this experience through decades of work with member firms of the New York Stock Exchange (1969-1981) and the Nasdaq Stock Market (1973-1992).

~~Marilyn~~The ~~Giulia~~First ~~Roosevelt. Ms.~~Artesian ~~Roosevelt~~Note ~~has~~provides ~~served as~~ a ~~director~~maturity ofdate ~~the Company since August 2021. Since March 2019, she has served as a director~~ of ~~the Predecessors. From 2013 until May 2018, Ms. Roosevelt was associated with Media Apiary Limited, a media production company focused on sports and niche content. From~~ October ~~2015 until October 2017~~31, ~~she~~2023 ~~served as a founder~~ and ~~investor in TeeVee Networks Limited, a Guernsey media company that focused on college sports. From August 2002 until May 2017, Mr. Roosevelt served as a director of Intelligent Toys Limited,~~ an ~~artificial~~interest ~~intelligence~~rate software company based in London with specific application to children’s toys. From January 2001 until April 2021, she founded and operated Roosevelt Group, a California-based consulting company specializing in mergers and acquisitions, cross-border financings, dual listings for publicly traded companies, marketing and business/brand development. Ms. Roosevelt received a Bachelor of ~~Science~~6% ~~degree~~per ~~from the University of California at Berkeley~~annum. ~~Ms. Roosevelt was nominated as a director because of her extensive experience in corporate finance, which gives her detailed understanding of the complexities of our contemplated future growth.~~

~~Following~~The ~~the~~Second ~~Appointments,~~Artesian onNote ~~August~~provides ~~26, 2021, Mr. Nicholas W. Baxter resigned from his position as~~ a ~~Director~~maturity ~~of the Company which resignation was effective on such~~ date. ~~Mr. Baxter’s resignation was not the result~~ of ~~any~~September ~~disagreement~~3, ~~between~~2022 ~~the Company~~ and ~~him~~an oninterest ~~any matter~~rate ~~relating~~of to3% ~~the~~per ~~Company’s operations, policies or practices~~annum.

~~Amendments~~The foregoing is only a brief description of the material terms of the Artesian Agreement, the First Artesian Note and the Second Artesian Note, which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and are incorporated herein by reference. The foregoing does not purport to ~~Articles~~be a complete description of ~~Incorporation~~the orrights ~~Bylaws~~and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibits.

OnAcquisition ~~August~~of 10JRD Ventures LLC. On September 3, 2021, the Company ~~amended~~entered ~~its~~into ~~Articles~~a ofContribution ~~Incorporation~~and toExchange ~~increase~~Agreement (the ~~number~~“JRD ofAgreement”) with ~~authorized~~JRD ~~shares~~Ventures ~~of common stock to 2~~LLC,~~500,000,000 shares,~~ ~~$0.001~~a ~~par~~corporation ~~value~~formed ~~per~~under ~~share,~~the ~~pursuant~~laws ~~to Articles~~ of ~~Amendment filed with~~ the ~~Anguilla~~State ~~Registrar~~ of ~~Companies~~Nevada on(“JRD”), ~~August~~and 10Justin DeAngelis, ~~20021.~~the Asole ~~copy~~member of ~~the~~JRD ~~Articles~~(“DeAngelis”), ofpursuant ~~Amendment~~to iswhich ~~filed~~DeAngelis ascontributed ~~Exhibit~~his ~~3.1~~interest toin ~~this~~JRD ~~Current~~to ~~Report~~the onCompany ~~Form~~in ~~6-K~~exchange for ~~and~~aggregate isconsideration ~~incorporated~~of ~~herein~~$2,100,000 bywhich ~~reference.~~consisted of:

~~On September~~● ~~15,~~a ~~2021,~~promissory ~~the~~note ~~Company~~in ~~changed its corporate name to “Rhino Biotech Limited” by amending its Articles of Incorporation with~~ the ~~Anguilla~~amount ~~Registrar~~ of ~~Companies on September 15~~$399,000 ~~2021. A copy of~~ (the ~~Certificate~~“JRD ofNote”); ~~Incorporation on Change of Name is filed as Exhibit 3.2 with this Current Report on Form 6-K~~ and ~~is incorporated herein by reference.~~

●

85,050,000 shares of the Company’s common stock, which were issued on November 3, 2021.

The JRD Note provides a maturity date of July 29, 2022 and an interest rate of 12% per annum.

The foregoing is only a brief description of the material terms of the JRD Agreement and the JRD Note, which are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibits.

Acquisition of Rhino Biotech Limited. On September 3, 2021, the Company entered into a Membership Interest Purchase Agreement (the “Rhino Agreement”) with Rhino Biotech, Inc., an Ohio corporation (“Rhino-Ohio”), and the shareholders of Rhino-Ohio (the “R-O Shareholders”) pursuant to which the Company purchased all of the outstanding common stock of Rhino-Ohio from the R-O Shareholders. As consideration for the purchase, the Company paid the R-O Shareholders an aggregate of 500,000,000 shares of the Company’s common stock, $0.001 par value per share. Such shares were issued on November 3, 2021.

~~Financial~~The ~~Statements~~foregoing is only a brief description of the material terms of the Rhino Agreement, which is attached hereto as Exhibit 10.6 and is ~~Exhibits~~incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibit.

Exhibit Number		Description
3.1		Articles of Amendment
3.2		Certificate of Incorporation on Change of Name

Execution of Lease

On September 3, 2021, the Company entered into a Lease Agreement (the “Lease”) with The Lower Ranch LLC, a Colorado limited liability company (“LR”). Pursuant to the Lease, LR agreed to lease buildings comprising approximately 27,000 square feet in Durango, Colorado to the Company. The Lease has a term of ten years beginning on December 1, 2021. Monthly rent payments equal $175,000 and are payable in advance. The Company is responsible for the payment of utilities, maintenance and insurance throughout the term of the Lease.

The foregoing is only a brief description of the material terms of the Lease, which is attached hereto as Exhibit 10.7 and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibit.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth under the heading “Item 1.01 - Entry into a Material Definitive Agreement” of this Current Report on Form 6-K is incorporated by reference in this item.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under the heading “Item 1.01 - Entry into a Material Definitive Agreement” of this Current Report on Form 6-K is incorporated by reference in this item.

Item 5.01 Changes in Control of Registrant

The information set forth under the heading “Item 1.01 - Entry into a Material Definitive Agreement” of this Current Report on Form 6-K is incorporated by reference in this item.

Item 8.01 Other Events

On February 17, 2022, at the request of the Company, the Financial Industry Regulatory Authority amended the Company’s ticker symbol on the OTC Bulletin Board from “EUENF” to “RBRXF.”

Item 9.01 Financial Statements and Exhibits

10.1		Membership Interest Purchase Agreement, dated as of September 3, 2021, by and between Eurasia Energy Ltd. and Ronnie D. Guffey.

10.2		Promissory Note ($500,000), dated October 31, 2021, by Eurasia Energy Ltd. to Ronnie D. Guffey.

10.3		Promissory Note ($2,900,000), dated October 31, 2021, by Eurasia Energy Ltd. to Ronnie D. Guffey.

10.4		Contribution and Exchange Agreement, dated as of September 3, 2021, by and between Eurasia Energy Ltd., Justin DeAngelis and JRD Ventures LLC.

10.5		Promissory Note ($399,000), dated October 31, 2021, by Eurasia Energy Ltd. to Justin DeAngelis.

10.6		Share Purchase Agreement, dated as of September 3, 2021, by and between Eurasia Energy Ltd., Rhino Biotech, Inc. and the shareholders of Rhino Biotech, Inc.

10.7		Lease Agreement, dated September 3, 2021, by and between Eurasia Energy Ltd. and The Lower Ranch, LLC.

[Signature page to follow]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: January 20, 2022	RHINO BIOTECH LIMITED
	RHINO BIOTECH LIMITED
	By:	/s/ Marilyn Giulia Roosevelt
Dated: March 11, 2022	/s/ Marilyn Giulia Roosevelt
	Name:	Marilyn Giulia Roosevelt
	Marilyn Giulia Roosevelt
	Title:	Director
	Director

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