UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☒ ~~The~~ANNUAL ~~Fiscal~~REPORT ~~Year~~UNDER ~~Ended~~SECTION ~~July~~13 ~~31,~~OR ~~2024~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

orFOR THE FISCAL YEAR ENDED JULY 31, 2025

☐ TRANSITION REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~FOR ~~the~~THE ~~transition~~TRANSITION ~~period~~PERIOD ~~from~~FROM ~~_______________~~__________ toTO ~~_______________~~__________

~~Commission~~COMMISSION ~~File~~FILE ~~Number~~NUMBER: 333-233778

~~PHOENIX~~RHINO ~~PLUS~~BITCOIN ~~CORP~~INC.

(Exact name of registrant ~~issuer~~ as specified in its charter)

Nevada

61-1907931

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~2-3~~1200 &Brickell ~~2-5~~Avenue ~~BEDFORD BUSINESS PARK, JALAN 3/137B,~~#310

~~BATU 5~~Miami, ~~JALAN KELANG LAMA,~~ ~~58200~~FL ~~KUALA LUMPUR, MALAYSIA~~33131

(Address of principal executive offices,) ~~including~~(Zip ~~zip code~~Code)

~~Registrant’s phone number, including area code +603 7971 8168~~888-854-3824

~~Indicate~~Registrant’s bytelephone ~~check mark if the registrant is a well-known seasoned issuer~~number, asincluding ~~defined~~area ~~in Rule 405 of the Securities Act.~~code

~~Yes~~Securities ☐registered Nopursuant ☒to Section 12(b) of the Act: None.

~~Indicate~~Securities byregistered ~~check mark if the registrant is not required to file reports~~ pursuant to ~~Section~~section ~~13 or Section 15~~12(dg) of the Act: None.

~~Yes~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act. ofYes ~~1934~~☒ ~~during~~No ~~the preceding 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~~Indicate ☒by Nocheck mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (~~section~~§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

~~YES~~Indicate ☐by NOcheck ☒mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer if☐ ~~disclosure~~Accelerated ofFiler ~~delinquent~~☐ ~~filers pursuant to Item 405 of Regulation S~~Non-Kaccelerated (§filer ~~229.405~~☒ ofSmaller ~~this~~reporting ~~chapter)~~company is☒ ~~not~~Emerging ~~contained herein,~~growth ~~and~~company will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐☒

~~Indicate~~If byan ~~check~~emerging ~~mark~~growth ~~whether the registrant is a large accelerated filer~~company, anindicate ~~accelerated~~by ~~filer,~~check amark ~~non-accelerated~~if ~~filer,~~the orregistrant ahas ~~smaller~~elected ~~reporting company,~~not orto anuse ~~emerging growth company. See~~ the ~~definitions~~extended oftransition ~~“large~~period ~~accelerated~~for ~~filer,”~~complying with ~~“accelerated~~any ~~filer”, “smaller~~new ~~reporting~~or ~~company”~~revised ~~and~~financial ~~“emerging~~accounting ~~growth~~standards ~~company”~~pursuant into ~~Rule~~Section ~~12b-2~~13(a) of the Exchange Act. ☐

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check ☐mark ~~Accelerated~~whether ~~Filer~~the ☐registrant ~~Non-accelerated~~has ~~Filer~~filed ☐a ~~Smaller~~report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company~~under ☒Section ~~Emerging~~404(b) ~~growth~~of ~~company~~the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered ☒public accounting firm that prepared or issued its audit report. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☐ No ☒

~~Yes~~The ☐aggregate Nomarket ☒value of the common stock held by non-affiliates of the registrant, based upon the last sale price of the common stock of the registrant as of the last business day of its most recently completed second fiscal quarter was approximately $4.1 million.

The ~~aggregate~~number ~~market value~~ of ~~the~~shares ~~Company’s common stock held by non-affiliates computed by reference to the closing bid price~~ of ~~the Company~~registrant’s common stock outstanding, as of ~~the~~November ~~last business day of the registrant’s most recently completed final quarter~~11, ~~July~~2025 ~~31,~~was ~~2024: $33~~74,~~269~~191,~~950~~114.

~~Securities~~DOCUMENTS ~~registered~~INCORPORATED ~~pursuant~~BY ~~to Section 12(b) of the Act:~~REFERENCE

~~Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock PXPC The OTC Market – Pink Sheets~~None

~~APPLICABLE~~TABLE ~~ONLY~~OF ~~TO ISSUERS INVOLVED IN BANKRUPTCY~~CONTENTS

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 1C.	Cybersecurity	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	[Reserved.]	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information.	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	13

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	14
Item 11.	Executive Compensation	15
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationship and Related Transactions, and Director Independence	17
Item 14.	Principal Accountant Fees and Services	17

	PART IV
Item 15.	Exhibit and Financial Statement Schedules	18
Item 16	Form 10-K Summary	18

SIGNATURES		19

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.2

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at July 31, 2024
Common Stock, $.0001 par value		332,699,500

Phoenix Plus Corp.

FORM 10-K

For the Fiscal Year Ended July 31, 2024

Index

		Page #
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mine Safety Disclosure	3
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	9
Item 9B.	Other Information	9
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	11
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accounting Fees and Services	15
PART IV
Item 15.	Exhibits, Financial Statement Schedules	16
SIGNATURES		17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

● The availability and adequacy of our cash flow to meet our requirements; ● Economic, competitive, demographic, business and other conditions in our local and regional markets; ● Changes or developments in laws, regulations or taxes in our industry; ● Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; ● Competition in our industry; ● The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; ● Changes in our business strategy, capital improvements or development plans; ● The availability of additional capital to support capital improvements and development; and ● Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

● The “Company,” “we,” “us,” or “our,” “Phoenix” are references to Phoenix Plus Corp., a Nevada corporation. ● “Common Stock” refers to the common stock, par value $.0001, of the Company; ● “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; ● “Securities Act” refers to the Securities Act of 1933, as amended; and ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business.

~~Corporate~~Explanatory ~~History~~Note

As described below, on August 19, 2025, Rhino Bitcoin Inc. (formerly known as Phoenix Plus Corp.) (the “Company”) acquired all of the outstanding capital stock of Rhino Digital Inc. (“Rhino Digital”). The acquisition of Rhino Digital is treated as a reverse acquisition (the “Reverse Acquisition”), and the business of Rhino Digital became the business of the Company. Concurrently with the closing of the Reverse Acquisition, all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Corp., ~~was~~a ~~incorporated~~Labuan, onMalaysia ~~November~~corporation 5(“Phoenix Plus Labuan”), ~~2018~~were ~~under~~transferred to Mr. Lee Chong Chow, the ~~laws~~Company’s former chief executive officer. The financial statements and management’s discussion and analysis included in this report cover the year ended July 31, 2025 and thus relate to the business of the ~~state~~Company prior to the Reverse Acquisition, except as otherwise indicated. Other disclosures in this report, including the business description, relate to the current operations of ~~Nevada~~the Company, unless otherwise indicated, and thus relate to the business of Rhino Digital as the operating subsidiary of the Company.

The Company, through its subsidiaries, engaged in providing technical consultancy on solar power system and consultancy on green energy solution, and also focused on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production.Background

OnThe ~~March~~Company ~~18,~~is ~~2019,~~a ~~the~~Nevada ~~Company~~corporation ~~acquired~~formed ~~100%~~on ofNovember ~~the~~5, ~~equity~~2018. ~~interests~~Prior into ~~Phoenix~~the ~~Plus~~Reverse ~~Corp.~~Acquisition, ~~(herein~~the ~~referred~~Company, asthrough ~~the~~its ~~“Malaysia Company”)~~subsidiaries, awas ~~private~~engaged ~~limited~~in ~~company~~providing ~~incorporated~~technical inconsultancy ~~Labuan,~~on ~~Malaysia~~solar power systems and consultancy on green energy solutions.

On ~~July~~August 2519, ~~2019~~2025, ~~Phoenix~~the ~~Plus~~Company ~~Corp.~~closed its agreement and plan of merger, adated ~~Malaysia~~August 5, 2025 (the “Merger Agreement”) among the Company, ~~acquired~~Rhino ~~Phoenix~~Merger ~~Plus~~Acquisition ~~International~~Sub, ~~Limited~~Inc., ~~(herein~~a ~~referred~~newly asformed wholly-owned subsidiary of the Company (“~~Hong Kong~~Merger ~~Company~~Sub”), aRhino Digital, ~~private~~and ~~limited~~solely ~~company~~with ~~incorporated~~respect into ~~Hong~~Section ~~Kong~~9.1(d) of the Merger Agreement, the Selling Shareholders named therein.

OnPursuant ~~May~~to 17the Merger Agreement, ~~2022~~effective upon the closing thereof, (i) Merger Sub merged with and into Rhino Digital, with Rhino Digital surviving as the wholly-owned subsidiary of the Company, ~~through~~(ii) ~~its~~each ~~Labuan~~share ~~incorporated~~of ~~subsidiary~~common stock of Rhino Digital converted into the right to receive two shares of common stock of the Company, ~~Phoenix~~(iii) ~~Plus~~the ~~Corp~~outstanding shares of Series A Preferred Stock of Rhino Digital converted into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Digital Series A Preferred Stock, (iv) convertible notes of Rhino Digital converted into shares of common stock of the Company at a conversion price of $0.18 or $0.25, ~~subscribed~~as ~~100%~~applicable, (v) options to purchase shares of common stock of Rhino Digital converted into options to purchase shares of common stock of the ~~equity~~Company ~~interests~~with inthe same aggregate exercise price, (vi) the sole officer and director of the Company (Lee ~~Phoenix~~Chong ~~Green~~Chow) ~~Energy~~resigned ~~Sdn~~and the sole officer and director of Rhino Digital, Lyle Hauser was appointed as the chief executive officer, president, secretary and director of the Company, (vii) Rhino Digital purchased from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and returned such shares to the Company for cancellation. ~~Bhd~~In accordance with the foregoing, the Company issued an aggregate of 73,289,871 shares of common stock to stockholders and note holders of Rhino Digital. Concurrently with the closing of the Merger Agreement, aall ~~private~~outstanding ~~limited~~shares ~~company~~of ~~incorporated~~Phoenix inPlus ~~Malaysia~~Labuan were transferred to Mr. Lee.

~~The~~In connection with the closing of the Merger Agreement, the Company filed a certificate of designation of Series A Preferred Stock with the Secretary of State of Nevada, ~~through~~pursuant ~~its~~to ~~subsidiaries~~which the Company designated 200,000 ~~mainly~~shares ~~provides~~as ~~incubation~~Series A Preferred Stock, and ~~corporate~~issued ~~development~~200,000 shares ~~services~~of Series A Preferred Stock to ~~the~~The ~~clients~~Vantage Group Ltd. ~~Details~~(“Vantage”), an entity owned by Mr. Hauser. The Series A Preferred Stock entitles the holder to 51% of the total voting power of the Company’s stockholders, is convertible into shares of common ~~subsidiaries:~~stock at a ratio of 4.44 shares of common stock for each share of Series A Preferred Stock (subject to adjustment for stock dividends, stock splits, and similar transactions), has a stated value of $3.00 per share, and will entitle the holder upon any liquidation of the Company to the stated value prior to any distributions to holders of common stock.

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Phoenix Plus Corp.	Labuan / January 4, 2019	100 shares of ordinary share of US$1 each	Investment holding	100%
2.	Phoenix Plus International Limited	Hong Kong / March 19, 2019	1 ordinary share of HK$1 each	Providing technical consultancy on solar power system and consultancy on green energy solution	100%
3.	Phoenix Green Energy Sdn. Bhd.	Malaysia / May 17, 2022	1,200,000 shares of ordinary share of MYR1 each	Providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning services	100%

Effective upon closing of the Merger Agreement, Rhino Digital became a wholly owned subsidiary of the Company. The acquisition of Rhino Digital is treated as a reverse acquisition, and the business of Rhino Digital became the business of the Company.

The closing of the Merger Agreement resulted in a change in control of the Company. Pursuant to the Merger Agreement, Lyle Hauser, as the owner and control person of Vantage (the holder of the Company’s Series A Preferred Stock issued pursuant to the Merger Agreement), acquired 51% of the voting power of the Company’s stockholders.

Effective September 12, 2025, the Company changed its name to Rhino Bitcoin Inc.

References to “we”, “us”, “our” and similar words refer to the Company and its wholly-owned subsidiary, Rhino Digital, unless the context otherwise requires, and prior to the effectiveness of the Reverse Acquisition, these terms refer to Rhino Digital. References to “Phoenix Plus” refer to the Company and its business prior to the Reverse Acquisition.

Business Overview

~~This~~Rhino ~~section~~Digital ~~includes~~is ~~market~~a ~~and~~Nevada ~~industry~~corporation ~~data~~formed ~~that~~on weNovember ~~have~~27, ~~developed~~2019 ~~from~~and ~~publicly~~is ~~available~~a ~~information;~~Bitcoin ~~various~~financial ~~industry~~services ~~publications~~company ~~and other~~focused ~~published~~on ~~industry~~making ~~sources~~everyday banking and ~~our~~financial ~~internal~~management ~~data and estimates~~accessible. ~~Although~~Serving weindividuals, ~~believe~~businesses, ~~the~~and ~~publications~~organizations, ~~and~~Rhino ~~reports~~Digital ~~are~~integrates ~~reliable,~~traditional banking wefunctions ~~have~~within ~~not~~a ~~independently~~secure, ~~verified~~user-friendly ~~the~~platform ~~data~~centered on Bitcoin. ~~Our~~Beyond ~~internal~~its ~~data~~core services, ~~estimates~~Rhino ~~and~~maintains ~~forecasts~~an ~~are~~active ~~based~~Bitcoin ~~upon~~treasury strategy, ~~information~~reinforcing ~~obtained~~its ~~from~~commitment ~~trade and~~to ~~business~~both ~~organizations~~the asset and ~~other~~broader ~~contacts~~ecosystem. inRhino ~~the~~Digital ~~market~~aims into ~~which~~foster wea ~~operate~~more intuitive and ~~our~~inclusive approach ~~management’s~~to ~~understanding~~using ofBitcoin ~~industry conditions~~for all clients globally.

AsProducts ~~of the date of the preparation of this section, these~~ and ~~other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.~~Services

~~Phoenix~~Rhino ~~Plus~~Digital ~~Corp.,~~offers aaccount ~~Nevada~~funding ~~Corporation,~~and iswithdrawal ain ~~company~~USD ~~that~~and ~~operates through its wholly owned subsidiary~~Bitcoin, ~~Phoenix~~Bitcoin ~~Plus Corp.~~trading, acustody ~~Company organized in Labuan~~services, ~~Malaysia. It should be noted that our wholly owned subsidiary~~remittances, ~~Phoenix~~and ~~Plus~~discounted ~~Corp., owns 100% of Phoenix Plus International~~gift ~~Limited,~~card anpurchasing ~~operating~~to ~~Hong~~clients ~~Kong~~in ~~Company~~the ~~and~~United ~~100% of Phoenix Green Energy Sdn~~States. ~~Bhd., an operating Malaysia company, which are described below.~~

We ~~have~~maintain astrategic ~~physical~~partnerships ~~office in Malaysia~~ with ~~address~~several offinancial ~~2-3~~and &digital ~~2-5~~asset ~~Bedford~~infrastructure ~~Business~~providers ~~Park,~~to ~~Jalan~~deliver ~~3/137B,~~integrated ~~Batu~~banking 5,and ~~Jalan Kelang Lama, 58200~~custody ~~Kuala~~services ~~Lumpur,~~to ~~Malaysia which completed renovation in September 2019~~clients. ~~The~~We ~~office~~engage ~~space~~Cybrid ~~is 12,000 square feet with the tenancy agreement set to expire on June 30, 2023~~Inc.(“Cybrid”) ~~These~~as ~~renovations~~our ~~include,~~primary ~~but~~partner ~~are~~for ~~not strictly limited to, preparing~~ the ~~interior~~provision of ~~the~~fiat ~~office~~banking ~~space for the Company’s use, improving functionality,~~ and ~~purchasing~~cryptocurrency custody ~~new office equipment~~infrastructure. ~~Our~~Cybrid ~~office~~maintains ~~space is rented by Phoenix Plus International Limited for~~ a ~~12-month~~relationship ~~period~~with ~~from~~Cross ~~July~~River 1,Bank ~~2019~~ to ~~June~~support ~~30,~~client ~~2020, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 4,500 over the course of the lease~~U.S. dollar ~~The~~accounts ~~Company~~that ~~renewed the tenancy agreement for another 12~~enable ~~months’~~Automated ~~period~~Clearing atHouse a(or ~~monthly~~ACH) ~~rental of MYR 6~~transactions,~~500~~ ~~from~~domestic ~~July~~wire 1transfers, ~~2020~~and toReal ~~June~~Time ~~30,~~Payments ~~2021~~(or ~~with~~RTP) ~~the~~deposits ~~landlord~~and withdrawals. ~~The Company has further renewed~~Cybrid ~~the~~also ~~tenancy~~partners ~~agreement for another 24 months~~ with ~~bi-monthly~~Fireblocks ~~payments~~as inits ~~the~~qualified ~~amount~~custodian offor ~~MYR~~secure ~~7,500~~Bitcoin ~~over~~storage ~~the~~and ~~course~~settlement ~~of the lease from July 1, 2021 to June 30, 2023~~operations. ~~The Company has an option to renew after the end of the agreement.~~

OnOur ~~June~~primary 3,revenue ~~2023,~~stream ~~Phoenix~~is ~~Plus~~derived ~~International~~from ~~Limited~~trading ~~and~~activities ~~Phoenix~~in ~~Green~~which ~~Energy~~we ~~Sdn.~~earn ~~Bhd. respectively rented the office space from landlord for~~ a ~~24-month~~spread ~~period~~on ~~from~~client ~~August~~exchanges 1,between ~~2023~~Bitcoin ~~to July 31, 2025, with the respective initial deposit of MYR 6,850~~ and ~~MYR 16,000, monthly~~U.S. dollars. ~~payment~~This intransaction-based ~~the~~revenue ~~amount~~model ofis ~~MYR~~complemented ~~3,425~~by ~~and~~related ~~MYR~~service ~~8,000~~fees for ~~the~~custody ~~period from August 1, 2023 to July 31, 2024~~ and ~~monthly payment in the amount of MYR 3,726 and MYR 8,748 for the period from August 1, 2024 to July 31, 2025~~settlement. ~~The companies have an option to renew after the end of the tenancy agreement.~~

~~Phoenix~~In ~~Plus~~addition ~~Corp.,~~to ~~through~~the ~~its~~services ~~Hong~~we ~~Kong~~currently ~~subsidiary~~offer, iswe ~~engaged~~also inplan providing technical consultancy on solar power systems and consultancy on green energy solutions, with an additional focus on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production. Our mission is to ~~harness~~provide the ~~power~~following ofservices ~~the~~in ~~sun to meet~~ the ~~growing resource demands of sustainable 21st century development.~~future:

~~Phoenix Green~~● ~~Energy~~Retirements ~~Sdn.~~accounts ~~Bhd.~~(Q4 is2025) ~~also~~● ~~engaged~~Bitcoin incollateralized ~~providing~~loans ~~renewable~~(Q4 ~~energy~~2025) ~~turnkey~~● ~~solutions,~~Bill ~~including~~payments ~~engineering, procurement, construction and commissioning~~ (~~“EPCC”~~Q1 2026), as● ~~well~~Direct asdeposit financing services to domestic users, small businesses, corporate and institutional organization. We also provide associated services and products to complement our core services in EPCC, and construction and installation services. This includes provision of solar photovoltaic (~~PV)~~Q1 consulting and engineering services, operation and maintenance services, as well as supply of related equipment and ancillary construction materials such as PV module mounting system and gutters. Solar PV consulting and engineering services include preparation and submission of documentations to government authorities, facility audit and site surveys, and providing seminars and training services.2026)

~~For~~We ~~the~~provide ~~year~~our ~~ended~~services ~~July~~through ~~31, 2024,~~ the ~~Company~~Rhino ~~incurred a net loss of $437~~App,~~781. As~~ ofwhich ~~July~~is ~~31,~~available ~~2024, the Company suffered an accumulated deficit of $2,587,431. Net cash flows used in operating activities~~ for ~~the~~ ~~year~~iOS ~~ended July 31, 2024 was $653,119~~ and ~~mainly~~Android ~~comprised of the net loss $437,781, increase in contract assets of $250,711 and increase in retention sum receivables of $109,945~~devices. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s July 31, 2024 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if necessary, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.Competition

2We operate in a competitive landscape with many larger and entrenched competitors. We believe these competitors generally offer more limited services at higher costs. We believe our broader set of service offerings, lower costs, and education-based client onboarding positions us well to potentially disrupt existing competitors and appeal to new users entering the market. There is no assurance we will be able to successfully compete.

~~ITEM 1A. RISK FACTORS~~4

~~Please~~A ~~consider~~summary ~~the~~of ~~following~~key ~~risk~~competitors ~~factors~~ and ~~other~~a ~~information~~comparison ~~in this prospectus relating~~ to our ~~business~~offerings ~~before~~is ~~deciding to invest in our common stock.~~below:

~~This~~Coinbase: ~~offering~~Coinbase ~~and~~operates ~~any~~as ~~investment~~the inleading ~~our~~U.S. ~~common~~based ~~stock~~cryptocurrency ~~involves~~exchange, delivering a ~~high~~broad ~~degree~~suite of ~~risk.~~retail ~~You~~and ~~should~~institutional ~~carefully~~services ~~consider~~encompassing trading, ~~the~~digital ~~risks~~asset ~~described~~custody, ~~below and~~payment ~~all~~facilitation, ofand ~~the~~merchant ~~information~~solutions. ~~contained~~The inplatform’s ~~this~~product ~~prospectus~~ecosystem ~~before~~includes ~~deciding~~Coinbase Wallet, ~~whether~~Coinbase toPrime ~~purchase~~for ~~our~~institutional ~~common~~clients, ~~stock.~~Coinbase IfOne ~~any~~for ofpremium ~~the~~retail ~~following risks~~users, ~~actually~~and ~~occur,~~Coinbase ~~our~~Payments ~~business,~~supporting ~~financial~~global ~~condition~~stablecoin transactions. ~~and~~Rhino ~~results~~Digital ofcompetes ~~operations~~with ~~could~~Coinbase beprincipally ~~harmed.~~by ~~The~~maintaining ~~trading~~lower ~~price~~fee ofstructures ~~our~~and ~~common~~concentrating ~~stock~~service offerings ~~could~~on ~~decline~~bitcoin ~~due~~accumulation, towhich ~~any~~targets ofclients ~~these~~with ~~risks,~~long ~~and~~term ~~you~~savings ~~may~~objectives ~~lose~~rather ~~all~~than orthose ~~part~~trading a broad mix of ~~your~~digital ~~investment~~assets.

WeCash ~~consider~~App: ~~the~~Cash ~~following~~App, developed by Block, Inc., provides mobile based peer to bepeer ~~the~~payments, ~~material~~fractional ~~risks~~equity ~~for~~investing, anand ~~investor~~Bitcoin ~~regarding~~trading functionalities ~~this~~on ~~offering~~a unified platform. ~~Our~~Users ~~company~~can ~~should~~buy, besell, ~~viewed~~transfer, asand awithdraw ~~high-risk investment~~bitcoin with features oriented toward ease of use and ~~speculative~~mass inadoption ~~nature~~rather than professional grade trading capabilities. AnRhino ~~investment~~Digital indifferentiates ~~our~~itself ~~common~~from ~~stock~~Cash ~~may~~App ~~result~~by inoffering reduced afee ~~complete~~and ~~loss~~spread ofstructures ~~the~~and ~~invested~~expanded ~~amount~~service offerings, including multiple digital custody solutions, global remittance features, and coverage for both institutional entities and individual users.

AnSwan ~~investment~~Bitcoin: Swan Bitcoin is a Bitcoin focused platform specializing in ~~our~~recurring ~~common~~purchase ~~stock~~programs, islow ~~highly~~cost ~~speculative~~transaction execution, and individual ~~should~~retirement ~~only~~account be(IRA) ~~made~~solutions bythat ~~persons~~enable ~~who~~tax ~~can~~advantaged ~~afford~~long-term toholdings. ~~lose~~Rhino ~~their~~Digital ~~entire~~distinguishes ~~investment~~itself from inSwan ~~us.~~Bitcoin ~~You~~by ~~should~~maintaining ~~carefully~~competitive ~~consider~~fees ~~the~~and ~~following~~spreads, ~~risk~~thereby ~~factors~~enhancing ~~and~~client ~~other~~accumulation ~~information~~of inbitcoin ~~this~~over ~~report~~time. ~~before~~In ~~deciding~~addition, toRhino Digital ~~become~~offers a ~~holder of~~diversified ~~our~~product ~~common~~suite, ~~stock.~~including Ifinternational ~~any~~remittance ofcapability, ~~the~~low ~~following~~cost ~~risks~~instant ~~actually~~payments ~~occur,~~via ~~our~~the ~~business~~Lightning Network, and ~~financial~~consumer ~~results~~loyalty ~~could~~benefits besuch ~~negatively~~as ~~affected~~rewards ~~to a~~on ~~significant~~gift ~~extent~~card purchases.

~~ITEM~~Intellectual ~~1B.~~Property ~~UNRESOLVED STAFF COMMENTS~~

We ~~are~~have registered a ~~smaller~~trademark ~~reporting~~in ~~company as defined by Rule 12b-2 of~~ the ~~Securities~~United ~~Exchange~~States ~~Act~~for ofour ~~1934 and are not required to provide the information under this item~~logo.

~~ITEM~~Government ~~2. PROPERTIES~~Regulation

~~Currently~~We weare dosubject ~~not~~to ~~own~~various ~~property~~anti-money laundering and ~~having~~counter-terrorist ~~leasehold~~financing ~~unit~~laws, ~~for~~including ~~physical~~the ~~office~~Bank ~~operation~~Secrecy Act (the “BSA”). As ~~These~~a ~~leasehold~~money ~~improvements~~services ~~include~~business registered with the Financial Crimes Enforcement Network (“FinCEN”), ~~but~~we are ~~not~~required ~~strictly~~under the ~~limited~~BSA to among other things, ~~preparing~~develop, implement, and maintain a risk-based anti-money laundering program, provide an anti-money laundering-related training program, report suspicious activities and transactions to FinCEN, comply with certain reporting and recordkeeping requirements, and collect and maintain information about our customers. In addition, the ~~interior~~BSA requires us to comply with certain customer due diligence requirements as part of ~~the~~our ~~office~~anti-money ~~space~~laundering ~~for~~obligations, ~~the~~including ~~Company~~developing risk-based policies, procedures, and internal controls reasonably designed to verify a customer’s ~~use~~identity. Many states and other countries impose similar and, ~~improving~~in ~~functionality~~some cases, more stringent requirements related to anti-money laundering and ~~purchasing~~counter-terrorist ~~new~~financing. ~~office~~Our compliance program is designed to prevent and detect ~~equipment.~~instances ~~The~~of ~~leasehold~~money ~~improvement~~laundering, ~~has~~terrorist ~~completed~~financing, and other illicit activity on ~~September~~our ~~2019~~platform.

~~ITEM~~In 3.addition, ~~LEGAL~~we ~~PROCEEDINGS~~rely on licenses of our partners which operate as money transmitters or the equivalent in the states where such licenses or equivalent are required for us to conduct our business.

~~Vettons~~The ~~City~~laws ~~Angels~~and ~~Sdn~~regulations to which we are subject, including those pertaining to digital assets and crypto assets, are rapidly evolving and increasing in scope. ~~Bhd~~We believe we comply with all applicable legal requirements.

On August 8, 2022, the Company being a member of Vettons City Angels Sdn. Bhd (hereinafter referred as “VCASB”) holding 33.96% of the issued share capital of VCASB, had requested to convene an Extraordinary General Meeting (“EGM”) of VCASB pursuant to Section 310(b) and Section 311 of the Companies Act 2016 within 14 days from the date thereof and to be held at Level 5, Tower 8, Avenue 5, Horizon 2, Bangsar South City, 59200 Kuala Lumpur to explain on VCASB company business status and other related issues, yet the Company received no response from the director to the shareholders of VCASB.Employees

~~The~~We ~~EGM~~have ~~was~~one ~~held~~full-time ~~on September 20~~employee, ~~2022,~~and ~~during~~retain ~~the~~four ~~EGM~~other ~~the~~personnel ~~Company~~on ~~seek~~a tofull-time ~~discuss~~independent ~~the~~contractor ~~operational affairs of VCASB, however, the EGM could not proceed further without the presence of the director of VCASB~~basis.

~~Given there were no response from VCASB, the Company on October 20, 2022 filed a winding up petition against VCASB. VCASB were served with the winding up petition on October 26, 2022.~~5

OnItem ~~May 23, 2023, the Company’s solicitor, Messrs~~1A. ~~Amos~~Risk ~~Ho, Sew & Kiew, has delivered an affidavit on compliance of all provisions of Companies Winding UP Rules 1972 (Malaysia)~~Factors. On the same day, the Company’s solicitor also delivered an affidavit to the local court to confirm serving of Memorandum of Advertisement and Gazetting to Registrar of Companies and Insolvency Department.

~~The~~Not ~~hearing~~required offor ~~petition~~a ofsmaller ~~the~~reporting ~~case was held on May 31, 2023~~company. ~~On the same day, the court has given order that:~~

aItem 1B. ~~VCASB~~Unresolved isStaff ~~wound up under the provisions of the Companies Act Malaysia 2016;~~Comments.

bNone. ~~The Malaysian Receiver Officer (Director General of Insolvency/ Department of Insolvency Malaysia) is appointed as Liquidator for VCASB; and~~

cItem 1C. ~~The cost of RM5,000 will be paid from the assets of VCASB to petitioner.~~Cybersecurity

~~The~~Risk ~~Company~~management ~~also advertised the Winding Up Order in the newspaper NST~~ and ~~had it gazetted.~~strategy

~~Therefore,~~We recognize the ~~Winding~~critical Upimportance ~~Petition~~of ~~was~~developing, ~~completed~~implementing, and ~~closed~~maintaining atrobust ~~the~~cybersecurity ~~stage~~measures ofto ~~advertisement~~safeguard ~~and~~our ~~gazettement~~information systems ofand protect the ~~Winding~~confidentiality, Upintegrity, ~~Order.~~and ~~Full~~availability ~~process is not completed as~~ of ~~the~~our ~~date of reporting~~data.

~~Lenggong~~Managing ~~Hydro~~Material ~~Sdn.~~Risks ~~Bhd.~~& Integrated Overall Risk Management

OnWe ~~February~~have ~~20,~~strategically ~~2024,~~integrated acybersecurity ~~WRIT~~risk ~~and~~management ~~Statement of Claim were sent~~ to ~~one~~promote ofcybersecurity ~~the~~risk ~~Company’s~~management. ~~subsidiary,~~This ~~Phoenix~~integration ~~Green~~ensures ~~Energy~~that ~~Sdn. Bhd. (hereinafter~~cybersecurity ~~referred~~considerations asare ~~“PGESB”),~~an ~~from~~integral ~~one~~part of ~~PGESB’s~~our ~~supplier,~~decision-making ~~Lenggong Hydro Sdn~~processes. ~~Bhd.~~Our (hereinafter referred as “LHSB”), demanding a claim of RM153,588.76. The claim is in relation to unpaid invoices for PGESB’s Helio L3 Solar Project which took place in Selangor, Malaysia. According to the WRIT, an online case management ~~review~~works ~~was~~closely ~~scheduled~~with onour ~~March~~IT ~~19,~~department ~~2024. Due~~ to ~~unexpected circumstances,~~continuously ~~the~~evaluate ~~Writ~~ and ~~Statement~~address ofcybersecurity ~~Claim~~risks ~~only~~in ~~came~~alignment towith ~~PGESB’s~~our ~~attention~~business ~~after~~objectives ~~March~~and ~~19,~~operational ~~2024~~needs.

~~Upon~~Oversee ~~receiving~~Third-party ~~the WRIT, PGESB have appointed Messrs. Andrew, Jye & Co. as solicitor on this matter.~~Risk

OnBecause ~~April~~we ~~12,~~are ~~2024,~~aware ~~Messrs.~~of ~~Andrew,~~the ~~Jye~~risks &associated Cowith ~~submitted~~third-party onservice ~~behalf~~providers, ofwe ~~PGESB~~have aimplemented ~~written~~stringent ~~response~~processes to ~~the~~oversee ~~court,~~and ~~seeking~~manage these torisks. ~~set~~We ~~aside~~conduct ~~the~~thorough ~~judgment and~~security ~~initiate~~assessments ~~another round~~ of ~~case~~all ~~management.~~third-party ~~Additionally,~~providers onbefore ~~April~~engagement ~~25,~~and ~~2024,~~maintain ~~the~~ongoing ~~solicitor~~monitoring to ~~delivered~~ensure ~~on-behalf~~compliance ~~PGESB~~with aour ~~letter~~cybersecurity onstandards. ~~to LHSB’s~~This ~~solicitor,~~approach ~~proposing~~is adesigned ~~settlement~~to ofmitigate ~~MYR90,000.00~~risks ~~(“Proposed~~related ~~Settlement”).~~to Asdata ofbreaches ~~June~~or ~~12,~~other security ~~PGESB~~incidents ~~are~~originating ~~still awaiting response~~ from ~~LHSB~~third-parties.

InRisks ~~the~~from ~~event~~Cybersecurity that LHSB reject the Proposed Settlement, both parties are required to serve Written Submission and Reply Submission by June 21, 2024 and July 5, 2024, respectively. A judgement are scheduled on July 24, 2024, which could be withdrawn with the acceptance of Proposed Settlement by LHSB prior to the date.Threats

OnWe ~~August~~have ~~27,~~not ~~2024,~~encountered ~~LHSB’s~~cybersecurity ~~solicitor,~~challenges onthat ~~behalf~~have ofmaterially ~~LHSB,~~impaired ~~confirmed~~our ~~acceptance~~operations ~~of the proposed settlement, with payment due on~~ or ~~before September~~financial ~~6, 2024~~standing. ~~PGESB made full payment of the proposed settlement on September 4, 2024. On September 6, 2024, the court was issued the notice of discontinuance.~~

~~ITEM~~Item 42. ~~MINE SAFETY DISCLOSURES~~Properties.

Our principal office address is located at 1200 Brickell Avenue #310, Miami, FL 33131. We lease this space under a 12 month lease that commenced on August 13, 2025. Our annual rent is $3,000.

Item 3. Legal Proceedings.

We are not currently a party to, nor is any of our property currently the subject of, any material legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

~~ITEM~~Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT~~Registrant’Ss ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities.

~~Holders~~Our common stock is quoted on the OTCID under the symbol “RHNO.” There has been minimal reported trading to date in our common stock.

As of ~~July~~November 3111, ~~2024,~~2025 ~~we had 332,699,500 shares of~~ our ~~Common~~common ~~Stock~~stock ~~par~~was ~~value,~~held ~~$.0001~~by ~~issued~~approximately ~~and~~234 ~~outstanding.~~stockholders ~~There were 235 beneficial owners~~ of ~~our Common Stock~~record.

Transfer Agent and Registrar

The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)828-8436.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Dividend Policy

~~Any~~We ~~future~~have ~~determination~~never asdeclared toor ~~the~~paid ~~declaration~~any ~~and~~cash ~~payment of~~ dividends on ~~shares~~our ofcommon ~~our~~stock. ~~Common~~We ~~Stock~~do ~~will~~not beanticipate ~~made~~paying atany ~~the~~cash ~~discretion~~dividends ofto ~~our~~stockholders in ~~board~~the offoreseeable ~~directors~~future. ~~out~~In ofaddition, ~~funds~~any ~~legally~~future ~~available~~determination ~~for~~to ~~such~~pay ~~purpose.~~cash Wedividends ~~are~~will ~~under~~be noat ~~obligations~~the ordiscretion ~~restrictions~~of tothe ~~declare~~Board orof ~~pay dividends~~Directors onand ~~our~~will ~~shares~~be ofdependent ~~Common~~upon ~~Stock.~~our Infinancial ~~addition~~condition, weresults ~~currently~~of ~~have~~operations, nocapital ~~plans~~requirements, toand ~~pay~~ such ~~dividends.~~other ~~Our~~factors ~~board~~as the Board of ~~directors~~Directors ~~currently~~deem ~~intends to~~relevant. ~~retain~~There ~~all~~are ~~earnings~~no ~~for~~restrictions ~~use~~ in ~~the~~our ~~business~~articles ~~for~~of ~~the~~incorporation ~~foreseeable~~or ~~future~~bylaws that restrict us from declaring dividends.

~~Equity~~Recent ~~Compensation~~Sales ~~Plan~~of ~~Information~~Unregistered Securities

~~Currently, there is no equity compensation plan in place~~None.

~~Unregistered~~Issuer ~~Sales~~Purchases of Equity Securities

~~Currently, there is no unregistered sales of equity securities~~None.

4Item 6. [Reserved.]

~~Purchases~~Item of7. ~~Equity~~Management’s ~~Securities~~Discussion byand ~~the~~Analysis ~~Registrant~~of Financial Conditions and ~~Affiliated~~Results ~~Purchasers~~of Operations.

WeCertain ~~have~~statements ~~not~~in ~~repurchased~~“Management’s ~~any~~Discussion ~~shares~~and Analysis of ~~our~~Financial ~~common~~Condition ~~stock~~and ~~during~~Results ~~the~~of ~~fiscal~~Operations” ~~year~~below, ~~ended~~and ~~July~~elsewhere in 31this annual report, ~~2024~~are not related to historical results, and are forward-looking statements.

~~ITEM~~Forward-looking 6statements present our expectations or forecasts of future events. ~~SELECTED~~You ~~FINANCIAL~~can ~~DATA~~identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law

WeYou ~~are~~should aread ~~smaller~~the ~~reporting~~following ~~company~~description asof ~~defined~~our byfinancial ~~Rule~~condition ~~12b-2~~and results of ~~the~~operations ~~Securities~~in ~~Exchange~~conjunction ~~Act~~with ofthe ~~1934~~financial statements and ~~are~~accompanying ~~not~~notes ~~required~~included toin ~~provide~~this ~~the~~Annual ~~information under~~Report ~~this~~beginning ~~item~~on page F-1.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Overview

~~Phoenix~~During ~~Plus~~the ~~Corp.,~~years aended ~~Nevada~~July ~~Corporation~~31, is2024 aand ~~company~~2025, ~~that~~Phoenix ~~operates~~Plus operated through its wholly owned subsidiary, Phoenix Plus ~~Corp., a Company organized in~~ Labuan, ~~Malaysia.~~(which ~~It should be noted that our wholly~~ owned ~~subsidiary, Phoenix Plus Corp., owns~~ 100% of Phoenix Plus International Limited, an operating Hong Kong ~~Company~~company and 100% of Phoenix Green Energy Sdn. Bhd., an operating Malaysia company). During such periods, ~~which~~the ~~are~~Company ~~described~~was engaged in providing technical consultancy on solar power systems and consultancy on green energy ~~below~~solutions.

WeOn ~~have~~August ~~a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park~~19, ~~Jalan 3/137B~~2025, ~~Batu~~the 5,Company ~~Jalan~~acquired ~~Kelang~~all ~~Lama,~~of ~~58200 Kuala~~the ~~Lumpur,~~outstanding ~~Malaysia~~capital ~~which~~stock ~~completed~~of ~~renovation~~Rhino ~~in September 2019~~Digital. The ~~office~~acquisition ~~space~~of isRhino ~~12,000~~Digital ~~square~~is ~~feet~~treated as ~~and~~a toreverse ~~date~~acquisition (the ~~Company~~“Reverse ~~has spent $114~~Acquisition”),~~263~~ ~~towards~~and ~~ongoing~~the ~~renovations.~~business ~~These~~of ~~renovations~~Rhino ~~include,~~Digital ~~but~~became ~~are not strictly limited to, preparing~~ the ~~interior~~business of the ~~office~~ ~~space for the~~ Company~~’s use, improving functionality, and purchasing new office equipment~~. ~~Our office space is rented by~~ ~~Phoenix~~Concurrently ~~Plus~~with ~~International~~the ~~Limited~~closing ~~for a 12-month period from July 1, 2019 to June 30, 2020, for an initial down payment~~ of ~~MYR 13,500 and additional bi-monthly payments in~~ the ~~amount~~Reverse ~~of MYR 4~~Acquisition,~~500~~ ~~over~~all ~~the~~outstanding ~~course~~shares of ~~the~~Phoenix ~~lease.~~Plus ~~The~~Labuan ~~Company~~were ~~had~~transferred ~~decided~~ to ~~renew~~Mr. ~~the~~Lee ~~tenancy~~Chong ~~agreement~~Chow, ~~for~~the ~~another 12 months~~Company’s ~~period~~former atchief aexecutive ~~monthly~~officer. ~~rental~~The offinancial ~~MYR~~statements ~~6,500~~and ~~from~~management’s ~~July~~discussion 1,and ~~2020~~analysis ~~to June 30, 2021 with the landlord.~~included ~~The~~in ~~Company~~this ~~has~~report ~~further~~cover ~~renewed~~ the ~~tenancy~~year ~~agreement~~ended ~~for~~July ~~another~~31, 242025 ~~months~~and ~~with~~thus ~~bi-monthly~~relate ~~payments~~to in the ~~amount~~business of ~~MYR 7,500 over~~ the ~~course~~Company ofprior to the ~~lease~~Reverse ~~from~~Acquisition ~~July 1~~(see “Business”), ~~2021~~except toas ~~June~~otherwise ~~30, 2023~~indicated.

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively rented the office space from landlord for a 24-month period from August 1, 2023 to July 31, 2025, with the respective initial deposit of MYR 6,850 and MYR 16,000, monthly payment in the amount of MYR 3,425 and MYR 8,000 for the period from August 1, 2023 to July 31, 2024 and monthly payment in the amount of MYR 3,726 and MYR 8,748 for the period from August 1, 2024 to July 31, 2025.

Phoenix Plus Corp., through its Hong Kong subsidiary, is engaged in providing technical consultancy on solar power systems and consultancy on green energy solutions, with an additional focus on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production. Our mission is to harness the power of the sun to meet the growing resource demands of sustainable 21st century development.

Phoenix Green Energy Sdn. Bhd. is also engaged in providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning (“EPCC”) as well as financing services to domestic users, small businesses, corporate and institutional organization. We also provide associated services and products to complement our core services in EPCC, and construction and installation services. This includes provision of solar PV consulting and engineering services, O&M services, as well as supply of related equipment and ancillary construction materials such as PV module mounting system and gutters. Solar PV consulting and engineering services include preparation and submission of documentations to authorities, facility audit and site surveys, and providing seminars and training services.

Our business is to market and sell solar power products, systems and services. Specifically, we intend to engage in the following:

● Provide end-to-end services from engineering design, planning and procurement, construction and installation up to testing and commissioning; ● Construction and installation of solar PV facilities including residential, commercial and industrial properties, and

● Associated services and products to complement our core business in the provision of EPCC, and construction and installation services, including the provision of solar PV consulting and engineering, and operations and maintenance services, as well as supply of solar PV equipment and ancillary system such as gutter and mounting system.

Results of Operations

Revenue

The Company generated revenue of $1478,~~232,326~~159 and $991,~~833~~232,326 for the year ended July 31, ~~2024~~2025 and ~~2023~~2024. The revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant. The decrease in revenue was mainly due to the completion of several major solar installation projects in the previous financial year.

Cost of Revenue and Gross Margin

For the year ended July 31, ~~2024~~2025 and ~~2023~~2024, cost incurred in providing consultancy services and installation services iswas $1411,~~284,930~~361 and $841,~~322~~284,930. The Company generated gross profit / (loss) /of ~~profit~~$66,798 ofand $(52,604) ~~and $15,511~~ for the year ended July 31, ~~2024~~2025 and ~~2023~~2024. ~~The decline in profitability is attributed to project delays, higher labor costs, and additional expenses incurred for replacing damaged items.~~

General and Administrative Expenses

General and administrative expenses for the year ended July 31, ~~2024~~2025 and ~~2023~~2024 amounted to $~~379~~572,~~088~~495 and $~~370~~379,~~832~~088 respectively. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation. The increase was mainly due to management fee paid to related company.

Other operating expenses

Other operating expenses for the year ended July 31, ~~2024~~2025 and ~~2023~~2024 amounted to $~~4,951~~360 and $334,~~392~~951 respectively. These expenses derived from ~~foreign~~ foreign exchange loss.

Other Income

The Company recorded an amount of $357,~~692~~491 and $~~101~~3,692 as other income for the year ended July 31, ~~2024~~2025 and ~~2023~~2024 respectively. This income is is derived from unrealized gain on foreign exchange, bank interest income and ~~the~~gain ~~forfeiture~~on derecognition of ~~advances~~right-of-use and lease liabilities.

Net Loss and Net Loss Margin

The net loss was $~~437~~458,~~781~~364 for the year ended July 31, ~~2024~~2025 as compared to $~~389~~437,~~237~~781 for the year ended July 31, ~~2023~~2024. The increase in net loss ~~of $48,544 was~~ resulted from the ~~gross~~increase ~~loss~~in ~~margin~~general ~~incurred~~and administrative expenses. Taking into account the loss for the year ended July 31, ~~2024~~ 2025, the accumulated loss for the Company ~~has~~ increased from $2,~~149~~587,~~650~~431 to $23,~~587~~045,~~431~~795.

Liquidity and Capital Resources

As of July 31, ~~2024~~2025, we had cash and cash equivalents of $~~434~~25,~~351~~052 as compared to $1434,~~108,039~~351 for the year ended July 31, ~~2023~~2024. ~~We expect increased levels of operations going forward will result in more significant cash flow and in turn working.~~

Over the next twelve months, we expect to incur approximately $3.5 million in general and administrative expenses to execute our business plan, including substantial investments in sales, marketing, research, and technical development. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or to generate adequate revenues or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

As discussed above, on August 19, 2025, we completed the Reverse Acquisition, and this discussion of our liquidity and capital resources over the next twelve months relates to our business following the Reverse Acquisition.

Cash Used In Operating Activities

For the year ended July 31, ~~2024~~2025 and ~~2023~~2024, net cash used in operating activities was $~~653~~387,~~119~~521 and $~~418~~653,~~018~~119. The cash used in operating activities was mainly for payment of general and administrative expenses.

Cash Used In Investing Activities

For the financial year ended July 31, ~~2024~~2025 and ~~2023~~2024, ~~the~~ net cash used in investing activities was $133,~~967~~030 and $813,~~089~~967. The investing cash flow performance primarily reflects the purchase of property, plant and equipment.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Critical Accounting Policies and Estimates

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended July 31, 2025, the Company suffered an accumulated deficit of $3,045,795, negative operating cash flows of $387,521 and net loss of $458,364. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

Basis of presentation

The consolidated financial statements for Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) and its subsidiaries for the year ended July 31, ~~2024~~2025 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) and its wholly owned subsidiaries, Phoenix Plus Corp., Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted July 31 as its fiscal year end.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the year reported. Actual results may differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.9

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from solar PV system installation services, consultancy services provided to customers on engineering, equipment procurement and transportation, construction on solar plant.

The revenue from long term contract is recognized by reference to the stage of completion of the contract activity at the end of the reporting period, the stage of completion is measured by the proportion that costs incurred for work performed to date bear to the estimated total costs. The revenue from non-contract customers is recognized upon the delivery of services.

The Company applied judgements and assumptions that significantly affect the determination of the amount and timing of revenue recognized from contracts with customers for ~~providing~~green ~~renewable~~ energy ~~turnkey~~ solutions, ~~including~~ engineering, ~~procurement~~projects, ~~construction~~ship and ~~commissioning (“EPCC”),~~offshore ~~solar PV installation services on our customers on engineering~~maintenance, ~~equipment~~repair ~~procurement~~ and ~~transportation,~~operation ~~construction on solar plant~~services. The Company measures the performance of service work done by comparing the actual costs incurred with the estimated total costs required to complete the services. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognized.

Cost of revenue

Cost of revenue includes the cost of services in providing consultancy services and installation services.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the year. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan and Hong Kong maintains its books and record in United States Dollars (“US$”) respectively, while the Company’s subsidiary in Malaysia maintains its books and record in Ringgit Malaysia (“MYR”). Ringgit Malaysia (“MYR”) is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from MYR into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective year:

	As of and for the year ended July 31,
	2024		2023
	2025		2024
Year-end MYR: US$1 exchange rate		4.6025		4.5560
Year-average MYR: US$1 exchange rate		4.7025		4.5070
Year-end HK$: US$1 exchange rate		7.8185		7.7981
Year-average HK$: US$1 exchange rate		7.8183		7.8381

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts payable and accrued liabilities, and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

● Level 1: Observable inputs such as quoted prices in active markets; ● Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Leases

InPrior ~~February~~to ~~2016~~August 1, 2019, the ~~FASB~~Company ~~issued~~accounted ~~ASU~~for ~~2016-02,~~leases ~~“Leases~~under ~~(Topic~~ASC ~~842)~~840,” toAccounting ~~increase~~for ~~transparency~~Leases. ~~and~~Effective ~~comparability~~August ~~among~~1, ~~organizations~~2019, the Company byadopted ~~recognizing~~the ~~lease~~guidance ~~assets~~of ~~and~~ASC ~~lease~~842, ~~liabilities~~Leases, onwhich ~~the~~requires ~~balance~~an ~~sheet~~entity ~~and~~to ~~disclosing~~recognize ~~key~~a ~~information~~right-of-use ~~about~~asset ~~leasing~~and ~~arrangements.~~a ~~Most prominent~~lease ~~among~~liability ~~the~~for virtually ~~amendments~~all isleases. ~~the~~The ~~recognition~~implementation of ~~assets~~ASC ~~and~~842 ~~liabilities~~did bynot ~~lessees~~have ~~for~~a ~~those~~material ~~leases~~impact ~~classified~~on asthe ~~operating~~Company’s ~~leases under~~consolidated ~~current~~financial ~~U.S.~~statements and ~~GAAP.~~did ~~ASU~~not ~~2016-02~~have isa ~~effective~~significant ~~for~~impact ~~fiscal~~on ~~years~~our ~~beginning~~liquidity. ~~after~~The ~~December~~Company ~~15,~~adopted ~~2018,~~ASC ~~including~~842 ~~interim~~using ~~periods~~a ~~within those~~modified ~~fiscal~~retrospective ~~years~~approach. As ~~required~~a by result, the ~~standard,~~comparative ~~the~~financial ~~Company~~information ~~will~~has ~~adopt~~not ~~the~~been ~~provisions~~updated ofand the ~~new~~required ~~standard~~disclosures ~~effective~~prior ~~August~~to 1,the ~~2019, using~~date ~~the~~of ~~required~~adoption ~~modified~~have ~~retrospective~~not ~~approach.~~been Weupdated and ~~believe~~continue ~~the~~to ~~adoption~~be ~~will~~reported ~~not~~under ~~have~~the aaccounting ~~material~~standards ~~impact~~in oneffect ~~our~~for ~~financial~~those ~~statements~~periods. (see Note 14).

Recent accounting pronouncements

~~The~~Accounting ~~Company~~Standards ~~has reviewed all recently issued~~Issued, ~~but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.~~Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company isalready ~~currently~~adopted ~~evaluating the impact~~ this ASU ~~may~~ ~~have~~ on its ~~unaudited condensed~~ consolidated financial statements and related disclosures.

InRecent ~~December~~accounting 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.pronouncements

~~Early adoption is permitted.~~ The Company ishas ~~currently~~reviewed ~~evaluating~~all ~~the~~recently ~~impact~~issued, ofbut ~~this~~not ~~ASU~~yet ~~may~~effective, ~~have~~considers onthe ~~its~~applicability ~~unaudited~~and ~~condensed~~impact ~~consolidated~~of ~~financial statements~~all ~~and~~accounting ~~related~~standards ~~disclosures~~updates (“ASUs”).

Management periodically reviews new accounting standards that are issued.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

8Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

~~ITEM~~Not ~~7A.~~required ~~QUANTITATIVE~~for ~~AND~~a ~~QUALITATIVE~~smaller ~~DISCLOSURES~~reporting ~~ABOUT MARKET RISK~~company.

WeItem ~~are~~8. aFinancial ~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~Statements.

~~ITEM~~All 8.financial ~~FINANCIAL~~information ~~STATEMENTS~~required ~~AND~~by ~~SUPPLEMENTARY~~this ~~DATA~~Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

~~The~~Item ~~financial~~9. ~~statements~~Changes ~~required~~in byand ~~this~~Disagreements ~~item~~with ~~are~~Accountants ~~located~~on inAccounting ~~PART~~and IVFinancial ~~of this Annual Report~~Disclosure.

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

None.

~~ITEM 9A. CONTROLS AND PROCEDURES~~12

~~Disclosures~~Item ~~Control~~9A. Controls and Procedures.

WeEvaluation ~~carried out an evaluation~~ of ~~the~~Disclosure ~~effectiveness~~Controls ~~of the design~~ and ~~operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2024~~Procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of July 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

AOur ~~material~~management, ~~weakness~~with isthe aparticipation ~~deficiency~~of our chief executive officer, orevaluated athe ~~combination~~effectiveness of ~~deficiencies,~~our indisclosure ~~internal~~controls ~~control~~and ~~over~~procedures (as ~~financial~~defined ~~reporting,~~in ~~such~~Rule ~~that~~13a-15(e) ~~there~~and ~~is a~~Rule ~~reasonable~~15d-15(e) ~~possibility~~of ~~that~~the aExchange ~~material~~Act) ~~misstatement~~as of the ~~company’s~~end ~~annual~~of orthe ~~interim~~period ~~financial~~covered ~~statements~~by ~~will~~this ~~not~~report. beBased ~~prevented~~on that orevaluation, ~~detected~~our onchief aexecutive ~~timely~~officer ~~basis.~~concluded ~~Management~~that, ~~has~~due ~~identified~~to the ~~following~~presence of material weaknesses ~~which~~in ~~have~~internal ~~caused~~control ~~management~~over financial reporting, our disclosure controls and procedures as of the end of the period covered by this report were not effective to ~~conclude~~ensure that, asinformation ofrequired ~~July~~to 31be disclosed is made known to management and others, ~~2024~~as appropriate, ~~our~~to ~~disclosure~~allow ~~controls~~timely decision regarding required disclosure and ~~procedures~~that ~~were~~the ~~not~~information ~~effective:~~required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) ~~inadequate~~recorded, processed, ~~segregation~~summarized ofand ~~duties~~reported ~~and~~within ~~effective~~the ~~risk assessment;~~time periods specified in the Commission’s rules and forms and (ii) ~~insufficient~~accumulated ~~written~~and communicated ~~policies~~to ~~and~~our ~~procedures~~management, ~~for~~including ~~accounting~~our ~~and~~chief ~~financial~~executive ~~reporting~~officer, ~~with~~or ~~respect~~persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A controls system cannot provide absolute assurance, however, that the ~~requirements~~objectives of the controls system are met, and ~~application~~no evaluation of ~~both~~controls UScan ~~GAAP~~provide absolute assurance that all control issues and ~~SEC~~instances ~~guidelines~~of fraud, if any, within a company have been detected.

~~Changes~~Management’s inAnnual ~~internal~~Report ~~controls~~on Internal Control over ~~financial~~Financial ~~reporting~~Reporting.

~~There~~We ~~were~~are noresponsible ~~changes~~for inestablishing ~~our~~and maintaining adequate internal control over financial reporting, ~~during~~as ~~the~~such ~~quarter~~term ~~ended~~is ~~July~~defined ~~31,~~in ~~2024,~~Exchange Act ~~that~~Rule ~~have~~13a-15(f). ~~materially~~The ~~affected, or~~Company’s ~~are~~internal ~~reasonably~~control ~~likely~~over financial reporting is a process designed to ~~materially~~provide ~~affect,~~reasonable assurance to our ~~internal~~management ~~control~~and ~~over~~board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

~~ITEM~~Our ~~9B.~~internal ~~OTHER~~control ~~INFORMATION~~over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~Item~~Our 1management conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2025 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). ~~Legal~~Based ~~Proceedings~~on this evaluation, management concluded that our internal control over financial reporting was not effective as of July 31, 2025, based on those criteria.

~~Vettons~~A ~~City~~material ~~Angels~~weakness ~~Sdn.~~is ~~Bhd~~a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

OnA ~~August~~control 8system, ~~2022,~~no ~~the~~matter ~~Company~~how ~~being~~well aconceived ~~member~~and ofoperated, ~~Vettons~~can ~~City~~provide ~~Angels~~only ~~Sdn.~~reasonable, ~~Bhd.~~not ~~(hereinafter~~absolute, ~~referred~~assurance asthat ~~“VCASB”) holding 33.96% of~~ the ~~issued~~objectives ~~share capital~~ of ~~VCASB, had requested to convene an Extraordinary General Meeting (“EGM”) of VCASB pursuant~~ tothe ~~Section~~control ~~310(b)~~system ~~and~~are ~~Section~~met. ~~311~~Because of the ~~Companies~~inherent ~~Act~~limitations ~~2016~~in ~~within~~all 14control ~~days~~systems, ~~from~~no ~~the~~evaluation ~~date~~of ~~thereof~~controls ~~and~~can toprovide beabsolute assurance ~~held~~that atall ~~Level~~control 5,issues ~~Tower~~and ~~8, Avenue~~instances 5,of ~~Horizon 2~~fraud, ~~Bangsar~~if ~~South City~~any, ~~59200~~within ~~Kuala Lumpur to explain on VCASB company business status and other related issues, yet~~ the Company ~~received~~have nobeen ~~response from the director to the shareholders of VCASB~~detected.

9This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permanently exempt smaller reporting companies.

~~The~~Changes ~~EGM~~in ~~was~~Internal ~~held on September 20, 2022, during the EGM the Company seek to discuss the operational affairs of VCASB, however, the EGM could not proceed further without the presence of the director of VCASB.~~Controls

~~Given~~There ~~there~~has ~~were~~been no ~~response~~change ~~from~~in ~~VCASB,~~our ~~the~~internal ~~Company~~control onover ~~October~~financial ~~20,~~reporting ~~2022~~that ~~filed~~occurred aduring ~~winding~~the upquarter ~~petition~~ended ~~against~~July ~~VCASB.~~31, ~~VCASB~~2025 ~~were~~that ~~served~~has ~~with~~materially ~~the~~affected ~~winding~~or upis ~~petition~~reasonably onlikely ~~October~~to ~~26,~~materially ~~2022~~affect our internal control over financial reporting.

OnItem ~~May 23, 2023, the Company’s solicitor, Messrs~~9B. ~~Amos~~Other ~~Ho, Sew & Kiew, has delivered an affidavit on compliance of all provisions of Companies Winding UP Rules 1972 (Malaysia)~~Information. On the same day, the Company’s solicitor also delivered an affidavit to the local court to confirm serving of Memorandum of Advertisement and Gazetting to Registrar of Companies and Insolvency Department.

~~The~~During ~~hearing~~the ofquarter ~~petition~~ended July 31, 2025, no director or officer of the ~~case~~Company ~~was~~adopted ~~held~~or onterminated ~~May~~a ~~31,~~“Rule ~~2023.~~10b5-1 Ontrading ~~the~~arrangement” or ~~same~~“non-Rule ~~day~~10b5-1 trading arrangement,” ~~the~~as ~~court~~each ~~has~~term ~~given~~is ~~order~~defined ~~that:~~in Item 408(a) of Regulation S-K.

aItem 9C. ~~VCASB~~Disclosure isRegarding ~~wound~~Foreign upJurisdictions ~~under~~that ~~the~~Prevent ~~provisions~~Inspections. ~~of the Companies Act Malaysia 2016;~~

b. The Malaysian Receiver Officer (Director General of Insolvency/ Department of Insolvency Malaysia) is appointed as Liquidator for VCASB; and

c. The cost of RM5,000 will be paid from the assets of VCASB to petitioner.

The Company also advertised the Winding Up Order in the newspaper NST and had it gazetted.

Therefore, the Winding Up Petition was completed and closed at the stage of advertisement and gazettement of the Winding Up Order. Full process is not completed as of the date of reporting.

Lenggong Hydro Sdn. Bhd.

On February 20, 2024, a WRIT and Statement of Claim were sent to one of the Company’s subsidiary, Phoenix Green Energy Sdn. Bhd. (hereinafter referred as “PGESB”), from one of PGESB’s supplier, Lenggong Hydro Sdn. Bhd. (hereinafter referred as “LHSB”), demanding a claim of RM153,588.76. The claim is in relation to unpaid invoices for PGESB’s Helio L3 Solar Project which took place in Selangor, Malaysia. According to the WRIT, an online case management review was scheduled on March 19, 2024. Due to unexpected circumstances, the Writ and Statement of Claim only came to PGESB’s attention after March 19, 2024.

Upon receiving the WRIT, PGESB have appointed Messrs. Andrew, Jye & Co. as solicitor on this matter.

On April 12, 2024, Messrs. Andrew, Jye & Co submitted on behalf of PGESB a written response to the court, seeking to set aside the judgment and initiate another round of case management. Additionally, on April 25, 2024, the solicitor delivered on-behalf PGESB a letter on to LHSB’s solicitor, proposing a settlement of MYR90,000.00 (“Proposed Settlement”). As of June 12, PGESB are still awaiting response from LHSB.

In the event that LHSB reject the Proposed Settlement, both parties are required to serve Written Submission and Reply Submission by June 21, 2024 and July 5, 2024, respectively. A judgement are scheduled on July 24, 2024, which could be withdrawn with the acceptance of Proposed Settlement by LHSB prior to the date.

On August 27, 2024, LHSB’s solicitor, on behalf of LHSB, confirmed acceptance of the proposed settlement, with payment due on or before September 6, 2024. PGESB made full payment of the proposed settlement on September 4, 2024. On September 6, 2024, the court was issued the notice of discontinuance.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

~~Item 5. Other Information.~~13

None

PART III

~~ITEM~~Item 10. ~~DIRECTORS~~Directors, ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance.

~~Our~~Lyle Hauser serves as our chief executive officer’s, president, secretary and director. Mr. Hauser, 54, is the founder and chief executive officer of Rhino Digital, since June 2020. Mr. Hauser is also the Founder and CEO of The Vantage Group Ltd. (“Vantage”), a private equity firm started in 1998. Vantage is a specialized business consultancy firm serving early-stage companies. Mr. Hauser’s expertise includes company capital structure/restructuring, equity and ~~their~~debt ~~respective~~financing, ~~ages~~capital asintroductions, ofalternative ~~the~~public ~~date~~offerings ~~hereof~~(or APOs) ~~are~~and mergers and acquisitions. His experience as ~~follows:~~our founder and chief executive officer qualifies him to serve on our board of directors.

	NAME		AGE		POSITION
1.	Lee Chong Chow		54		Chief Executive Officer, President, Secretary, Treasurer, Director

Board Leadership Structure and Role in Risk Oversight

~~Set~~We ~~forth~~have ~~below~~not isadopted a ~~brief~~formal ~~description~~policy ofon whether the ~~background~~Chairman and ~~business~~Chief ~~experience~~Executive ofOfficer ~~our~~positions ~~executive~~should ~~officers~~be ~~and~~separate ~~directors~~or ~~for~~combined. Our chief executive officer is currently the ~~past~~only ~~five years~~director of the Company.

Lee Chong Chow – Chief Executive Officer, President, Secretary, Treasurer, Director

Mr. Lee, aged 54, holds a Bachelor degree of Economic from Shobi University since 2005. After his graduation, he then started up a company doing small trading and investment in Japan. After the Fukushima nuclear disaster, Mr. Lee dedicated himself to make best contribution to improve the human living environment and develop the sustainable energy solar power energy industry. Mr. Lee has invested more than 10 companies that are specializing in green solar power until today. Mr. Lee also has more than 10 years of working experiences in the solar industry companies such as Fujisolar co.ltd, Choyo Power co.ltd, Vsun co.ltd (Vietnam) and many more which are providing solar energy solutions.

Mr. Lee was appointed as Executive Director of Phoenix Plus Corp. on January 8, 2023. Subsequently on February 28, 2023, Mr. Lee was appointed as the Chief Executive Officer, President, Secretary and Treasurer of the Company.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors and the Chief Executive Officer of the Company review the Company’s internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings

~~Our~~During ~~Directors~~the ~~and~~past ~~our~~ten ~~Executive~~years, ~~officers~~our ~~have~~sole ~~not~~officer ~~been~~and ~~involved~~director inhas ~~any~~not ~~of the following events during the past ten years~~been:

1.● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2.● ~~any~~convicted ~~conviction~~ in a criminal proceeding or ~~being~~is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3.● ~~being~~ subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his~~/her~~ involvement in any type of business, securities or banking activities; or● ~~4. being~~ found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law~~, and the judgment has not been reversed, suspended, or vacated~~. 5.● ~~Such person was found by a court of competent jurisdiction in a civil action or by~~ the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (ia) ~~Any~~any Federal or State securities or commodities law or regulation; or(iib) ~~Any~~any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (~~iii~~c) ~~Any~~any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8.● ~~Such person was~~ the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Independence~~Committees of ~~Directors~~the Board

WeDue ~~are~~to ~~not~~the ~~required~~small tosize ~~have~~of ~~independent~~the ~~members~~Company ofand ~~our~~its Board of Directors, ~~and~~we docurrently ~~not~~have ~~anticipate~~no ~~having~~audit ~~independent~~committee, ~~Directors~~compensation ~~until~~committee ~~such~~or nominations ~~time~~and asgovernance wecommittee ~~are~~of ~~required~~our toboard of directors. We do sonot have an audit committee financial expert.

Code of Ethics

We have ~~not~~ adopted a ~~formal~~ Code of Ethics. ~~The~~that ~~Board~~applies to all of ~~Directors~~our ~~evaluated~~directors, ~~the~~officers ~~business~~and ofemployees. ~~the~~A ~~Company~~copy ~~and~~of the ~~number~~Code of ~~employees~~Ethics ~~and determined~~can ~~that~~be ~~since~~obtained without ~~the~~charge ~~business~~upon isrequest ~~operated~~to byAdmin, a1200 ~~small~~Brickell ~~number~~Avenue of#310, ~~persons~~Miami, ~~general~~FL ~~rules~~33131, ofand ~~fiduciary~~is ~~duty~~available ~~and~~on ~~federal~~our ~~and~~website ~~state~~at ~~criminal,~~www.rhinobitcoin.com. ~~business~~Any ~~conduct~~waiver ~~and~~of ~~securities~~the ~~laws~~provisions ~~are~~of ~~adequate~~the ~~ethical~~Code ~~guidelines.~~of InEthics ~~the~~for ~~event~~executive ~~our~~officers ~~operations,~~and ~~employees~~directors ~~and/or~~may ~~Directors~~be ~~expand in~~made only by the ~~future,~~Board weof ~~may~~Directors. ~~take~~Any such ~~actions~~waivers towill ~~adopt~~be apromptly ~~formal~~disclosed ~~Code~~to ofour ~~Ethics~~shareholders.

~~Shareholder~~Changes ~~Proposals~~in Nominating Procedures

~~Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors~~None. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

AInsider ~~shareholder~~Trading ~~who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.~~Policies

12We have not adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees.

~~ITEM~~Item 11. ~~EXECUTIVE~~Executive ~~COMPENSATION~~Compensation

~~The~~During ~~following~~its ~~table~~last ~~sets~~two ~~forth~~fiscal ~~information~~years, ~~concerning~~Phoenix ~~the~~Plus ~~compensation~~did ofnot ~~our~~pay ~~Chief~~any ~~Executive~~compensation ~~Officer,~~to ~~and~~its ~~the executive~~ officers ~~who~~or ~~served at the end of the year July 31, 2024 and July 31, 2023, for services rendered in all capacities to us~~directors.

Summary Compensation Table:

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Lee Chong Chow, Chief Executive Officer, President, Secretary, Treasurer, Director (1)

For the year ended July 31, 2024

For the year ended July 31, 2023

(1) Mr. Lee Chong Chow was appointed as Executive Director of the Company on January 8, 2023. Subsequently on February 28, 2023, Mr. Lee was appointed as the Chief Executive Officer, President, Secretary and Treasurer of the Company.

Narrative Disclosure to Summary Compensation Table

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

WeRhino doDigital ~~not~~is ~~have~~party to an employment oragreement ~~consulting~~with Lyle Hauser, dated June 24, 2024. Pursuant to the employment agreement, ~~with~~Mr. ~~any~~Hauser ~~officers~~serves as orRhino ~~Directors~~Digital’s chief executive officer. The agreement had a one-year initial term and renews automatically for successive one-year terms, subject to the right of either party to terminate the agreement upon written notice. Mr. Hauser received a signing bonus of $50,000 and receives a monthly salary of $30,000. Mr. Hauser also received ten-year options for the purchase of 1,000,000 shares of common stock of Rhino Digital at an exercise price of $0.36, which were converted into the options for the shares of common stock of the Company in accordance with the Merger Agreement.

~~Compensation~~Outstanding ~~Discussion~~Equity ~~and~~Awards ~~Analysis~~at Fiscal Year-End

~~Director~~Phoenix ~~Compensation~~Plus had no outstanding equity awards as of July 31, 2025.

~~Our~~Risk Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.Management

~~Executive~~The ~~Compensation~~Company ~~Philosophy~~does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of July 31, 2024, the Company has 332,699,500 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

The following table sets forth, as of July 31, 2024, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Lee Chong Chow1, Chief Executive Officer, President, Secretary, Treasurer and Director Address: No.86, Jalan Saujana Duta 12, Saujana Duta S2 Heights, 70300 Seremban, Negeri Sembilan, Malaysia		119,563,100		35.94	%		35.94	%
All of executive officers and director as a group		119,563,100		35.94	%		35.94	%
5% or greater shareholders (excluding officers/directors)
Terence W. Tulus		108,000,000		32.46	%		32.46	%
How Kok Choong2		26,250,000		7.89	%		7.89	%

1 Lee Chong Chow owns 50% of the issued and outstanding shares of H&D Holding Sdn. Bhd., therefore, the table above includes the share ownership of H&D Holding Sdn. Bhd. with Mr. Lee Chong Chow collectively, in the row of Mr. Lee.

2How Kok Choong is a controlling shareholder of Agape ATP Corporation and owns 50% of the issued and outstanding shares of H&D Holding Sdn. Bhd., therefore, the table above includes the share ownership of Agape ATP Corporation and H&D Holding Sdn. Bhd. with Mr. How Kok Choong collectively, in the row of Mr. How.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding as of the date of this Annual Report (332,699,500 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)

Based on the total issued and outstanding shares of 332,699,500 as of the date of this Annual Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

On November 5, 2018, Mr. Fong Teck Kheong was appointed as Chief Executive Officer, President, Secretary, Treasurer and a member of our Board of Directors.

On November 5, 2018, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Fong Teck Kheong for initial working capital of $10.

On March 18, 2019, we, “the Company” acquired 100% of the equity interests in Phoenix Plus Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia, from Mr. Fong Teck Kheong, our Officer and Director in consideration of $100.

On March 25, 2019, the Company issued 119,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Fong Teck Kheong for additional working capital of $11,990.

On April 1, 2019, the Company issued 15,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to AGAPE ATP Corporation, a company incorporated in Nevada, for additional working capital of $1,500. The controlling shareholder of Agape ATP Corporation is How Kok Choong.

On April 1, 2019, the Company issued 30,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to H&D Holding Sdn Bhd, a company incorporated in Malaysia, for additional working capital of $3,000. The controlling shareholders of H&D Holding Sdn. Bhd are Fong Teck Kheong and How Kok Choong, each holding an equal percentage ownership.

From April 9, 2019 to April 16, 2019, the Company issued a total of 25,100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Junsei Ryu, Lee Chong Chow and Phoenix Plus Holding Sdn. Bhd., for total additional working capital of $753,000. Shares were purchased from the aforementioned parties at $0.03 per share of common stock. The controlling shareholder of Phoenix Plus Holding Sdn. Bhd. is Mr Fong Teck Kheong, our Officer and Director.

On June 1, 2019, Mr. Kong Kok King was appointed as Chief Technology Officer of the Company. On May 12, 2021, Mr. Kong Kok King resigned as Chief Technology Officer of the Company.

On July 25, 2019, Phoenix Plus Corp., the Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong, from Mr. Fong Teck Kheong, our Officer and Director in consideration of HK$1.

On January 8, 2023, Mr. Lee Chong Chow was appointed as Executive Director of the Company.

On February 28, 2023, Mr. Fong Teck Kheong resigned from the Board of Directors of the Company. In connection with such resignation, Mr. Fong also resigned as the Chief Executive Officer, President, Secretary and Treasurer of the Company. On February 28, 2023, Mr. Lee Chong Chow was appointed as the Chief Executive Officer, President, Secretary and Treasurer of the Company.

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

	For the Year Ended July 31, 2024		For the Year Ended July 31, 2023
Audit fees	$	22,500	$	21,500
Total	$	22,500	$	21,500

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

~~PART~~Item IV12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~ITEM~~The 15following table sets forth certain information regarding the ownership of common stock and Series A Preferred Stock as of November 11, 2025, by (i) each of our executive officers and directors, (ii) all of our directors and executive officers as a group, and (iii) any person or group as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), believed by us to beneficially own more than 5% of our common stock. ~~EXHIBITS~~Unless ~~AND~~otherwise ~~FINANCIAL~~indicated, ~~STATEMENT~~all shares ~~SCHEDULES~~are owned directly and the indicated person has sole voting and investment power. The percentages listed are based upon 74,191,114 shares of common stock and 200,000 shares of Series A Preferred Stock issued and outstanding as of November 11, 2025. The outstanding shares of Series A Preferred Stock provide the holder with 51% of the total voting power of our stockholders. Except as otherwise set forth below, the address of each holder is c/o Rhino Bitcoin Inc., 1200 Brickell Avenue #310, Miami, FL 33131.

(a) Financial Statements

Title of Class	Name	Number of Shares Beneficially Owned	Percentage of shares beneficially owned before offering
Common Stock Series A Preferred	Lyle Hauser	11,089,110 common ⁽¹⁾ 200,000 Series A Preferred ⁽²⁾	14.4% (common) 100% of Series A Preferred
Common Stock Series A Preferred	All officers and directors as a group (1 person)	11,089,110 common 200,000 Series A Preferred	14.4% (common) 100% (Series A Preferred)
Common Stock⁽³⁾	Five Star Trust	8,000,000	10.8%
Common Stock⁽⁴⁾	Panther Ice Trust	8,000,000	10.8%
Common Stock⁽⁵⁾	SNX 504 Ltd.	6,250,521	8.4%

(1) Includes 10,000 shares held by The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser, 888,000 shares issuable ~~following~~upon ~~are~~conversion ~~filed~~of as200,000 ~~part~~shares of ~~this~~Series ~~report:~~A Preferred Stock held by Vantage, and 2,000,000 shares issuable upon exercise of options. Does not include shares held by Five Star Trust or Panther Trust, which Mr. Hauser’s wife is the control person for. See footnotes 3 and 4.

~~Financial~~(2) ~~Statements~~Represents shares held by Vantage.

~~The~~(3 ~~following~~Rachel ~~financial~~Ravich ~~statements~~is ofthe ~~PHOENIX~~control ~~PLUS~~person ~~CORP~~of the stockholder. ~~and~~The ~~Report~~address of ~~Independent~~the ~~Registered~~stockholder ~~Public~~is ~~Accounting~~4045 ~~Firm~~Sheridan ~~are~~Ave ~~presented~~#345, inMiami ~~the~~Beach, FL 33140. ~~“F”~~Ms. ~~pages~~Ravich ofis ~~this~~Mr. ~~Report:~~Hauser’s wife.

	Page
Index	F-1
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Loss	F-5
Consolidated Statements of Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 – F-19

(4) Rachel Ravich is the control person of the stockholder. The address of the stockholder is 4045 Sheridan Ave #345, Miami Beach, FL 33140. Ms. Ravich is Mr. Hauser’s wife.

(b5) ~~Exhibits~~Lawrence John Sullivan is the control person of the stockholder. The address of the stockholder is Derry House, Greenaway Lane, Matlock DE4 2QB, United Kingdom.

~~The~~Securities ~~following~~authorized ~~exhibits~~for ~~are~~issuance ~~filed~~under orequity ~~“furnished”~~compensation ~~herewith:~~plans

3.1	Articles of Incorporation**
3.2	Bylaws**
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1	Section 1350 Certification of principal executive officer*

Phoenix Plus had no equity compensation plans as of July 31, 2025.

* Filed herewith.

** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.4 (File No. 333-233778) on December 20, 2019.

~~SIGNATURES~~Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~Pursuant~~Certain toRelationships ~~the~~and ~~requirements~~Related ~~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.~~Transactions

	PHOENIX PLUS CORP.
	(Name of Registrant)
Date: November 13, 2024	By:	/s/ LEE CHONG CHOW
	Title:	Chief Executive Officer,
		President, Director, Secretary and Treasurer

Pursuant to the Merger Agreement, on August 19, 2025, the Company issued 8,201,110 shares of common stock, 200,000 shares of Series A Preferred Stock, and 2,000,000 options, to Lyle Hauser (or Vantage, an entity owned by Mr. Hauser), in exchange for the cancellation of their shares and options of Rhino Digital.

Effective August 19, 2025, the Company transferred all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Malaysia to Lee Chong Chow, the Company’s former chief executive officer.

During the year ended July 31, 2025, Phoenix Plus paid $200,000 in management fees and $6,353 in interest on working capital loans to entities controlled by Mr. Lee.

Director Independence

Our sole director, Lyle Hauser, is not independent.

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billable to us by our principal accounting firm during the years ended July 31, 2025 and 2024 for the audit of our annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were $24,000 and $22,500, respectively.

Audit-Related Fees

We incurred fees of $0 and $0 for the years ended July 31, 2025 and 2024, respectively, to our principal accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above.

Tax Fees

We did not incur fees for services rendered to us for tax compliance, tax advice, or tax planning by our principal accountant for the fiscal years ended July 31, 2025 and 2024.

All Other Fees

We did not incur any other fees to our principal accountant for the fiscal years ended July 31, 2025 and 2024.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(1) Financial statements.

The Phoenix Plus financial statements are included following the signature page beginning on page F-1.

(2) Financial statement schedules: None.

(3) Exhibits

Exhibit		Exhibit Description
3.1		Articles of Incorporation (incorporated by reference to Registration Statement on Form S-1 Amendment No.4 (File No. 333-233778) filed on December 20, 2019)
3.2		Certificate of Designation of Series A Preferred Stock (incorporated by reference to 8-K filed August 21, 2025)
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed September 4, 2025)
3.4		Bylaws (incorporated by reference to Registration Statement on Form S-1 Amendment No.4 (File No. 333-233778) filed on December 20, 2019)
10.1		Agreement and Plan of Merger, dated August 5, 2025, among the Company, Rhino Merger Acquisition Sub, Inc., Rhino Digital Inc. and the Selling Shareholders named therein (incorporated by reference to 8-K filed August 7, 2025)
10.2*		Employment Agreement between Rhino Digital Inc. and Lyle Hauser (filed herewith)
14		Code of Ethics (filed herewith)
21		Subsidiaries (filed herewith)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

* Indicates management contract or compensatory arrangement.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	RHINO BITCOIN INC.

Date: November 13, 2025	By:	/s/ Lyle Hauser
		Lyle Hauser
		Chief Executive Officer
		(principal executive, financial and accounting officer)

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

Signature	Title	Date

/s/ Lyle Hauser	Chief Executive Officer and director	November 13, 2025
Lyle Hauser	(principal executive, financial and accounting officer)

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2 – F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Loss	F-5
Consolidated Statements of Changes in Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 - F-1923

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

of Phoenix Plus ~~Corporation~~Corp. (now known as Rhino Bitcoin Inc.)

~~2-3~~1200 &Brickell ~~2-5,~~Avenue ~~Bedford Business Park~~#310

~~Jalan 3/137B~~Miami, FL ~~Batu 5, Jalan Kelang Lama~~33131

58200 Kuala Lumpur

Malaysia.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Phoenix Plus ~~Corporation~~Corp. (~~the~~now known as Rhino Bitcoin Inc.) (the ‘Company’) as of July 31, ~~2024~~ 2025 and ~~2023~~2024, and the related statements of consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated ~~statement~~statements of cash flows for each of the years in the two-year period ended July 31, 2025 and 2024, and the related notes (collectively referred to as the “~~notes to consolidated~~ financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Going~~Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in ~~Note~~ Note 2 to the financial statements, for the year ended July 31, ~~2024~~2025, the Company ~~incurred~~has ~~net~~accumulated ~~loss~~deficit of $~~437~~3,~~781~~045,795, ~~and~~ negative net operating cash flow ~~from operating activities~~ of $~~653~~387,~~119~~521 and ~~has~~net ~~accumulated~~loss ~~deficit~~ of $2458,~~587,431~~364. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 2. The ~~financial~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or or required to be communicated to ~~those~~Board ~~charged~~of Directors (Those Charged with ~~governance~~Governance) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of investment

The Company has significant investment, which as disclosed in Note 5 to the financial statements, the Company had security investments in company without readily determinable market value. The Company adopted the guidance of ASC 321, Investments – Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The Company made qualitative assessments to evaluate whether the investments are impairment and concluded that the investments will be impaired.

We identified the impairment valuation of investments as a critical audit matter due to the significance of the balance to the financial statements as a whole. These investments require significant judgements as they are equity securities without a readily determinable fair value and require the Company to assess if there are any changes in circumstances that indicate that the carrying amount of an investment may require impairment. There were significant judgements made by management to identify the indicators of impairment and estimating the fair value of the investments which led to a high degree of auditor judgement, subjectivity and effort in evaluating management’s estimation of the fair value of the investment including management’s assessment of the equity investment financial condition, operating performance, prospects and other company-specific information.

F-2

Our audit procedures in this area included the following, among others:

	(a)	Inquired management to obtain an understanding of the Company’s process in evaluating the indication of impairment and fair value assessments;
	(b)	Evaluated the Company’s assessment of impairment by assessing the appropriateness of the valuation methodologies used;
	(c)	Compared the Company’s assessment to our expectation based on our knowledge;
	(d)	Considered the adequacy of the disclosure in the financial statements in relation to the investments.

The investment is being impaired as to Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) through its solicitors, already file a winding up petition to the Court of Malaysia against its investment.

Revenue recognition

The Company has determined that certain performance obligations in relation to project activities are satisfied over time and thus ~~recognises~~recognizes revenue from this activity over time.

A significant proportion of the Company'’s revenues and profits are derived from project activities. For the financial year ended July 31, ~~2024~~ 2025, project revenue and cost of sales are as follows:

Project activities
Revenue:	~~USD1~~USD478,~~231,334~~159	(~~99.9~~100% of the Company’s revenue)
Cost of sales:	~~USD1~~USD411,~~279,069~~231	(99.999% of the Company’s cost of sales)

We identified revenue and cost of sales from project activities as an ~~areas~~area requiring audit focus as significant management’s judgement and estimates are involved in estimating the total project costs (which is used to determine gross profit margin of project activities undertaken by the Company). The amount of revenue and profit ~~recognised~~recognized from project activities are dependent on, amongst others, the extent of costs incurred to the total estimated costs of construction to derive the percentage-of-completion and the estimated total revenue for each of the respective projects.

In addressing this area of focus, we performed, amongst others, the following procedures:

(a) Obtained an understanding of the processes and internal controls over the accuracy and timing of revenue ~~recognised~~recognized in the financial statements, including controls performed by management in estimating the total project costs, profit margin and progress of projects; (b) For individually significant projects, we read the contracts entered into with customers to obtain an understanding of the specific terms and conditions; (c) Evaluated the assumptions applied in estimating the total project costs for each project phase by examining documentary evidence such as letters of award issued to contractors to support the budgeted gross project cost. We also considered the historical accuracy of management’s forecasts for the similar projects within the Company in evaluating the estimated total project costs; (d) Evaluated the determination of progress of projects by examining supporting evidence such as contractors’ progress claims and suppliers’ invoices.

The Company’s disclosure on contract assets is included in Note 7 to the financial statements.

/s/ JP CENTURION & PARTNERS PLT JP CENTURION & PARTNERS PLT We have served as the Company’s auditor since 2022. JP Centurion & Partners PLT (PCAOB: 6723) Kuala Lumpur, Malaysia November 13, ~~2024~~2025

F-3

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, ~~2024~~2025 and ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Audited)

	As of			As of
	July 31, 2024 (Audited)			July 31, 2023 (Audited)
	July 31, 2025 (Audited)			July 31, 2024 (Audited)
ASSETS
Current assets
Cash at banks	$	~~434~~25,~~351~~052		$	1434,~~108,039~~351
Trade receivables, net of allowance for credit loss of $116,687 and $0 as of July 31, 2024 and July 31, 2023, respectively		10,964			12,088
Trade receivables, net of allowance for credit loss of $0 and $116,687 as of July 31, 2025 and July 31, 2024, respectively		202,461			10,964
Retention sum receivables		~~109~~90,~~945~~461			-109,945
Other receivables, prepayments and deposits		121,~~801~~001,736			1412,~~993~~801
Contract assets		~~269~~213,~~434~~187			18269,~~723~~434
Deferred cost		~~4,122~~-			~~324~~4,122
Total current assets		~~841~~1,~~617~~532,897			1841,~~154,167~~617
Non-current assets
Property, plant and equipment, net		2018,~~817~~777			920,~~715~~817
Lease right-of-use asset		~~59,197~~-			8659,~~817~~197
Equity method investment		-			-
Total non-current assets		8018,~~014~~777			9680,~~532~~014
TOTAL ASSETS		~~921~~1,~~631~~551,674			1921,~~250,699~~631
LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current liabilities
Operating lease liabilities, non-current	$	~~31,553~~-		$	5731,~~606~~553
Total non-current liabilities		~~31,553~~-			5731,~~606~~553
Current liabilities
Trade payables	$	81138,~~466~~348		$	481,~~202~~466
Retention sum payables		67,697			-
Amount due to related company		105,127			-
Other payables and accrued liabilities		34,386			36,747
Retention sum payables		71,816			67,697
Operating lease liabilities, current		29,469			29,211
Other payables and accrued liabilities		77,489			34,386
Total current liabilities		213,018			70,160
Operating lease liabilities, current		-			29,469
Total liabilities		244,571			127,766
Income tax payable		481			-
Total current liabilities		393,261			213,018
Total liabilities		393,261			244,571
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding		-			-
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of July 31, 2024 and 2023 respectively	$	33,270		$	33,270
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 7,133,985 and 6,653,990 shares issued and outstanding as of July 31, 2025 and 2024 respectively	$	713		$	665
Additional paid-in capital		34,~~245~~237,~~230~~787			3,~~245~~277,~~230~~835
Accumulated other comprehensive loss		(1434,~~009~~292	)		(514,~~917~~009	)
Accumulated deficit		(23,~~587~~045,~~431~~795	)		(2,~~149~~587,~~650~~431	)
Total stockholders’ equity		~~677~~1,~~060~~158,413			1677,~~122,933~~060
TOTAL LIABILITIES AND STOCKHOLDERS’ FUND		~~921~~1,~~631~~551,674			1921,~~250,699~~631

See accompanying notes to consolidated financial statements.

F-4

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Audited)

	July 31, 2024 (Audited)			July 31, 2023 (Audited)
	July 31, 2025 (Audited)			July 31, 2024 (Audited)
Revenue	$	1478,~~232,326~~159		$	991,~~833~~232,326
Cost of revenue		(1411,~~284,930~~361	)		(841,~~322~~284,930	)
Gross (loss) / profit		(52,604	)		15,511
Gross profit / (loss)		66,798			(52,604	)
Other income		357,~~692~~491			~~101~~3,692
Operating expenses:
General and administrative expenses		(379,088	)		(370,832	)
General and administrative expenses (Included management fee of $200,000 (2024: Nil) paid to a related party)		(572,495	)		(379,088	)
Finance cost		(49,~~830~~317	)		(~~625~~4,830	)
Other operating expenses		(~~4,951~~360	)		(334,~~392~~951	)
Loss before income tax		(~~437~~457,~~781~~883	)		(~~389~~437,~~237~~781	)
Income tax expense		-(481	)		-
Net loss for the year	$	(~~437~~458,~~781~~364	)	$	(~~389~~437,~~237~~781	)
Other comprehensive loss:
- Foreign currency translation loss		(820,~~092~~283	)		(38,~~772~~092	)
Comprehensive loss	$	(~~445~~478,~~873~~647	)	$	(~~393~~445,~~009~~873	)
Net loss per share - Basic and diluted		(0.~~0013~~0687	)		(0.~~0012~~0658	)
Weighted average number of common shares outstanding - Basic and diluted		~~332~~6,~~699~~676,~~500~~341			~~332~~6,~~699~~653,~~500~~990

See accompanying notes to consolidated financial statements.

F-5

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Audited)

	COMMON SHARES					ADDITIONAL		ACCUMULATED OTHER
		Number of Shares			Amount*
	Number of Shares			Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
		COMMON STOCKS *					ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of August 1, 2022		332,699,500			33,270		3,245,230		(2,145	)	$	(1,760,413	)	$	1,515,942
		Number of Shares			Amount
Net loss for the year		-			-		-		-			(389,237	)		(389,237	)
Balance as of August 1, 2023		6,653,990		$	665	$	3,277,835	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Foreign currency translation adjustment		-			-		-		(3,772	)		-			(3,772	)
Balance as of July 31, 2023		332,699,500		$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Balance		332,699,500		$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Net loss for the year		-			-		-		-			(437,781	)		(437,781	)
Foreign currency translation adjustment		-			-		-		(8,092	)		-			(8,092	)
Balance as of July 31, 2024		~~332~~6,~~699~~653,~~500~~990		$	~~33,270~~665	$	3,~~245~~277,~~230~~835	$	(14,009	)	$	(2,587,431	)	$	677,060
Balance		332,699,500		$	33,270	$	3,245,230	$	(14,009	)	$	(2,587,431	)	$	677,060
Round down of fractional share upon reverse stock split		(5	)		-		-		-			-			-
Balance		6,653,990		$	665	$	3,277,835	$	(14,009	)	$	(2,587,431	)	$	677,060
Stock issued-software acquisition on July 15, 2025 at $2 per shares		480,000		$	48	$	959,952		-			-			960,000
Net loss for the year		-			-		-		-			(458,364	)		(458,364	)
Foreign currency translation adjustment		-			-		-		(20,283	)		-			(20,283	)
Balance as of July 31, 2025		7,133,985		$	713	$	4,237,787	$	(34,292	)	$	(3,045,795	)	$	1,158,413
Balance		7,133,985		$	713	$	4,237,787	$	(34,292	)	$	(3,045,795	)	$	1,158,413

*	Common stock has been adjusted on a retroactive basis to reflect 1-for-50 reverse stock split effective on June 27, 2025.

See accompanying notes to consolidated financial statements

F-6

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”))

(Audited)

	2023			2022
	2025			2024
	Year ended July 31
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(437,781	)	$	(389,237	)
Net loss for the year	$	(458,364	)	$	(437,781	)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for credit losses		~~24,827~~-			-24,827
Amortization of right-of-use assets		2625,~~099~~393			~~(61~~26,~~036~~099	)
Depreciation		25,~~896~~677			12,~~302~~896
Fixed assets written off		907			-
Lease assets written off		(1,152	)		-
Changes in operating assets and liabilities:
Trade receivables		(23191,~~703~~497	)		(1123,~~220~~703	)
Retention sum receivable		~~(109~~19,~~945~~484	)		-(109,945	)
Other receivables, prepayments and deposits		2(28,~~192~~935	)		~~(630~~2,192	)
Contract assets		~~(250~~56,~~711~~247	)		(18250,~~723~~711	)
Deferred cost		(34,~~798~~122	)		~~440~~(3,798	)
Trade payable		7756,~~264~~882			477,~~202~~264
Retention sum payable		674,~~697~~119			-67,697
Other payables and accrued liabilities		(243,~~361~~103	)		(42,~~116~~361	)
Operating lease liabilities		(2529,~~795~~115	)		61(25,~~000~~795	)
Net cash used in operating activities		(653,119	)		(418,018	)
Amount due to related company		105,127			-
Income tax payable		481			-
Net cash used in operating activities		(387,521	)		(653,119	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property, plant and equipment	$	(133,~~967~~030	)	$	(813,~~089~~967	)
Net cash used in investing activity		(133,~~967~~030	)		(813,~~089~~967	)
CASH FLOWS FROM FINANCING ACTIVITY:
Net cash provided by financing activity		-			-
Share issued		-			-
Effect of exchange rate changes on cash and cash equivalents	$	(6,602	)	$	(3,718	)
Net cash provided by financing activity		-
Net decrease in cash and cash equivalents		(673,688	)		(429,825	)
Effect of exchange rate changes on cash and cash equivalents	$	(18,748	)	$	(6,602	)
Cash and cash equivalents, beginning of year		1,108,039			1,537,864
Net decrease in cash and cash equivalents		(409,299	)		(673,688	)
CASH AND CASH EQUIVALENTS, END OF YEAR	$	434,351		$	1,108,039
Cash and cash equivalents, beginning of year		434,351			1,108,039
CASH AND CASH EQUIVALENTS, END OF YEAR	$	25,052		$	434,351
SUPPLEMENTAL CASH FLOWS INFORMATION
Issuance of common stock for software acquisition		960,000			-
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to consolidated financial statements.

F-7

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) was incorporated on November 5, 2018 under the laws of the state of Nevada.

On March 18, 2019, the Company acquired 100% of the equity interests in Phoenix Plus Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia.

On July 25, 2019, Phoenix Plus Corp., a Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.

On May 17, 2022, the Company, through its Labuan incorporated subsidiary, Phoenix Plus Corp., subscribed 100% of the equity interests in Phoenix Green Energy Sdn. Bhd., a private limited company incorporated in Malaysia.

The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries:

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held

1.	Phoenix Plus Corp.	Labuan / January 4, 2019	100 shares of ordinary share of US$1 each	Investment holding	100%

2.	Phoenix Plus International Limited	Hong Kong / March 19, 2019	1 ordinary share of HK$1 each	Providing technical consultancy on solar power system and consultancy on green energy solution	100%

3.	Phoenix Green Energy Sdn. Bhd.	Malaysia / May 17, 2022	1,200,000 shares of ordinary share of MYR1 each	Providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning services	100%

On August 19, 2025, the Company closed its previously disclosed agreement and plan of merger (the “Merger Agreement”) among the Company, Rhino Merger Acquisition Sub, Inc., a newly formed wholly-owned subsidiary of the Company (“Merger Sub”), Rhino Digital Inc. (“Rhino”), and solely with respect to Section 9.1(d) of the Merger Agreement, the Selling Shareholders named therein.

Pursuant to the Merger Agreement, effective upon the closing thereof, (i) Merger Sub merged with and into Rhino, with Rhino surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino converted into the right to receive two shares of common stock of the Company, (iii) the outstanding shares of Series A Preferred Stock of Rhino converted into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Series A Preferred Stock, (iv) convertible notes of Rhino converted into shares of common stock of the Company at a conversion price of $0.18 or $0.25, as applicable, (v) options to purchase shares of common stock of Rhino converted into options to purchase shares of common stock of the Company with the same aggregate exercise price, (vi) the sole officer and director of the Company (Lee Chong Chow) resigned and the sole officer and director of Rhino, Lyle Hauser was appointed as the chief executive officer, president, secretary and director of the Company, (vii) Rhino purchased from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and returned such shares to the Company for cancellation. In accordance with the foregoing, the Company issued an aggregate of 73,289,871 shares of common stock to stockholders and note holders of Rhino. Concurrently with the closing of the Merger Agreement, all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation (“Phoenix Plus Labuan”), were transferred to Mr. Lee.

In connection with the closing of the Merger Agreement, the Company filed a certificate of designation of Series A Preferred Stock with Secretary of State of Nevada, pursuant to which the Company designated 200,000 shares as Series A Preferred Stock, and issued 200,000 shares of Series A Preferred Stock to The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser. The Series A Preferred Stock entitles the holder to 51% of the total voting power of the Company’s stockholders, is convertible into shares of common stock at a ratio of 4.44 shares of common stock for each share of Series A Preferred Stock (subject to adjustment for stock dividends, stock splits, and similar transactions), has a stated value of $3.00 per share, and will entitle the holder upon any liquidation of the Company to the stated value prior to any distributions to holders of common stock.

F-8

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended July 31, ~~2024~~2025, the Company suffered an accumulated deficit of $23,~~587~~045,~~431~~795, negative operating cash flows of $~~653~~387,~~119~~521 and net ~~loss~~ loss of $~~437~~458,~~781~~364 of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

Basis of presentation

The consolidated financial statements for Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) and its subsidiaries for the year ended July 31, ~~2024~~2025 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) and its wholly owned subsidiaries, Phoenix Plus Corp., Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd.. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted July 31 as its fiscal year end.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.

F-9

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Use of estimates

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from ~~provision~~solar ofPV ~~technical~~system installation services, consultancy onservices ~~solar~~provided ~~power~~to ~~system~~our customers on engineering, equipment procurement and ~~consultancy~~transportation, construction on ~~green~~solar ~~energy solution~~plant.

The Company applied judgements and assumptions that significantly affect the determination of the amount and timing of revenue recognized from contracts with customers for providing renewable energy turnkey solutions, including engineering, procurement, construction and commissioning (“EPCC”), solar PV installation services on our customers on engineering, equipment procurement and transportation, construction on solar plant. The Company measures the performance of service work done by comparing the actual costs incurred with the estimated total costs required to complete the services. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognized.

Cost of revenue

Cost of revenue includes the cost of services in providing consultancy services and installation services.

Cash and cash equivalents

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Classification		Estimated useful life
Leasehold improvement		21 months
Computer hardware and software		5 years
Machinery		5 years
Motor vehicle		5 years
Tools and gauges		5 years
Signage		5 years
Furniture and fittings		5 years

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

F-10

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Investment under equity method

The Company apply the equity method to account for investments it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee.

In applying the equity method, the Company records the investment at cost and subsequently increase or decrease the carrying amount of the investment by proportionate share of the net earnings or losses and other comprehensive income of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the investment.

Measurement of Credit Losses on Financial Instruments

The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred loss methodology with an expected credit loss methodology known as the Current Expected Credit Loss (CECL) model. This new standard requires entities to estimate credit losses over the life of a financial asset based on historical experience, current conditions, and reasonable forecasts.

The adoption of the CECL model applies to the Company’s portfolio of trade receivables and other financial assets, and resulted in changes to the methodology for determining the allowance for credit losses. Under the CECL model, the Company recognizes an allowance for credit losses at the inception of a financial asset and adjusts it over the life of the asset based on updated expectations of credit losses.

Income taxes

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date.

F-1011

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign currencies translation

Translation of amounts from MYR into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective years:

	As of and for the year ended July 31,
	2024		2023
	2025		2024
Year-end MYR: US$1 exchange rate		4.6025		4.5560
Year-average MYR: US$1 exchange rate		4.7025		4.5070
Year-end HK$: US$1 exchange rate		7.8185		7.7981
Year-average HK$: US$1 exchange rate		7.8183		7.8381

Related parties

F-1112

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, deposits, accounts payable and accrued liabilities and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Leases

Prior to August 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective August 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those years. (See Note 14)

Recent accounting pronouncements

~~F-12~~Management periodically reviews new accounting standards that are issued.

~~PHOENIX~~In ~~PLUS~~December ~~CORP~~2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

F-13

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3. COMMON STOCK

On November 5, 2018, the founder of the Company, Mr. Fong Teck Kheong subscribed 100,000 restricted common shares of the Company at a par value of $0.0001 per share for the Company’s initial working capital.

On March 25, 2019, Mr. Fong Teck Kheong further subscribed 119,900,000 restricted common shares of the Company at a par value of $0.0001 per share for additional working capital of $11,990.

Between March 28, 2019 to April 1, 2019, the others founder of the Company, subscribed 180,000,000 restricted common shares of the Company at a par value of $0.0001 per share, for total additional working capital of $18,000.

Between April 9, 2019 to April 16, 2019, the Company has issued 25,100,000 restricted common shares of the Company at $0.03 per share, for a total consideration of $753,000.

Between April 25, 2019 to May 10, 2019, the Company has issued 2,000,000 restricted common shares of the Company at $0.10 per share, for a total consideration of $200,000.

Between May 11, 2019 to June 18, 2019, the Company has issued 2,067,500 restricted common shares of the Company at $0.20 per share, for a total consideration of $413,500.

Between May 20, 2019 to July 25, 2019, the Company has issued 2,750,000 restricted common shares of the Company at $0.40 per share, for a total consideration of $1,100,000.

On July 9, 2021, the Company has issued 782,000 free trade common shares of the Company at a $1 per share for a total consideration of $782,000.

AsOn ofJune ~~July~~27, 312025, ~~2024~~the ~~and~~Company ~~2023~~effected a one for fifty (1:50) reverse stock split, the ~~Company~~number ~~has~~of anshares ~~issued~~of ~~and~~Common Stock outstanding ~~common~~was reduced ~~share~~from of 332,699,500 ~~respectively~~to 6,653,990 shares. Furthermore, 5 shares were cancelled due to the elimination of participant fractional shares.

~~F-13~~On July 15, 2025, the Company has issued 480,000 common shares of the Company at $2 per shares for software acquisition for a total consideration of $960,000.

~~PHOENIX~~As ~~PLUS~~of ~~CORP~~July 31, 2025 and 2024, the Company has an issued and outstanding common share of 7,133,985 and 6,653,990 respectively.

F-14

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of July 31, ~~2024~~2025 and July 31, ~~2023~~2024 are summarized below:

	As of July 31, 2024 (Audited)			As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)			As of July 31, 2024 (Audited)
Leasehold improvement	$	~~114,263~~-		$	114,263
Computer hardware and software		10,~~294~~393			810,~~918~~294
Machinery		377			-377
Motor vehicle		11,304			-11,304
Tools and gauges		3,~~123~~397			23,~~213~~123
Total		139,361			125,394
Furniture and fittings		1,570			-
Accumulated depreciation		(118,450	)	$	(115,625	)
Total		27,041			139,361
Effect of translation exchange		(94	)		(56	)
Accumulated depreciation		(9,683	)	$	(118,450	)
Property, plant and equipment, net	$	20,817		$	9,715
Effect of translation exchange		1,419			(94	)
Property, plant and equipment, net	$	18,777		$	20,817

These leasehold improvements include, but are not strictly limited to, preparing the interior of the office space for the Company’s use, improving functionality, and purchasing new office equipment. The leasehold improvement has completed on September 2019.

Depreciation expense for the year ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024 was $25,~~896~~677 and $12,~~302~~896 respectively.

5. EQUITY METHOD INVESTMENT

SCHEDULE OF EQUITY METHOD INVESTMENT

	As of July 31, 2024 (audited)			As of July 31, 2023 (audited)
	As of July 31, 2025 (audited)			As of July 31, 2024 (audited)
Investment, at cost	$	232,040		$	232,040
Equity method loss		(335	)		(335	)
Impairment loss on investment		(231,705	)		(231,705	)
Equity method investment	$	-		$	-

The Company holds investment in business that is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to its operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings/losses is reflected as equity method earnings/losses in statements of operations and comprehensive income/loss.

As of July 31, 2022, the Company holds 33.9% interest in Vettons City Angels Sdn. Bhd, a Malaysia corporation (hereinafter referred as “VCASB”). The Company accounted $335 of equity method loss of investment in VCASB for the year ended July 31, 2022.

On October 26, 2022, VCASB was served with a winding up petition, which the hearing of petition of the case was held on May 31, 2023 and the Malaysian court has given order that VCASB is to wind up under the provisions of the Companies Act Malaysia 2016.

F-15

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

On May 23, 2023, the Company’s solicitor, Messrs. Amos Ho, Sew & Kiew, has delivered an affidavit on compliance of all provisions of Companies Winding UP Rules 1972 (Malaysia). On the same day, the Company’s solicitor also delivered an affidavit to the local court to confirm serving of Memorandum of Advertisement and Gazetting to Registrar of Companies and Insolvency Department.

The Company also advertised the Winding Up Order in the newspaper NST and had it gazetted.

As of July 31, 2024, the Winding Up Petition was completed and closed at the stage of advertisement and gazettement of the Winding Up Order. Full process is not completed as of the date of reporting.

6. TRADE RECEIVABLES

Trade receivables consisted of the following at July 31, ~~2024~~2025 and July 31, ~~2023~~2024:

SCHEDULE OF TRADE RECEIVABLES

	As of July 31, 2024 (Audited)			As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)			As of July 31, 2024 (Audited)
Trade receivables	$	~~127~~202,~~651~~461		$	12127,~~088~~651
Less: Allowance for credit losses		(116,687	)		-(116,687	)
Total trade receivables	$	10,964		$	12,088
Add: Reversal of allowance for credit losses		116,687			-
Total trade receivables	$	202,461		$	10,964

7. CONTRACT ASSETS

Contract assets as of July 31, ~~2024~~2025 and July 31, ~~2023~~2024 are summarized below:

SCHEDULE OF CONTRACT ASSETS

	As of July 31, 2024 (Audited)			As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)			As of July 31, 2024 (Audited)
Cost incurred	$	1,~~321~~848,~~934~~642		$	151,~~224~~321,934
Attributable profit		(45,312	)		3,499
Attributable profit/(loss)		11,273			(45,312	)
Contract assets, gross		1,~~276~~859,~~622~~915			181,~~723~~276,622
Progress billings		(1,~~007~~646,~~188~~728	)		-(1,007,188	)
Total contract assets	$	~~269~~213,~~434~~187		$	18269,~~723~~434

8. OTHER RECEIVABLES, PREPAYMENTS AND DEPOSITS

Other receivables, prepayments and deposits consisted of the following at July 31, ~~2024~~2025 and July 31, ~~2023~~2024.

	As of July 31, 2024 (Audited)		As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Other receivable	$	332	$	-
Other receivables	$	4,924	$	332
Deposits		1232,~~469~~345		12,~~325~~469
Prepayments		-964,467		~~2,668~~-
Total other receivables, prepayments and deposits	$	121,~~801~~001,736	$	1412,~~993~~801

~~F-14~~The deposit amount of $30,247 (equivalent to MYR128,550) as a bank guarantee to CIMB Bank Berhad to undertake works for “The Design, Engineering, Procurement, Construction, Installation, Testing and Commissioning (EPCC) for Capacity Expansion of a Solar Photovoltaic (PV) Plant at Sungai Selangor Phase 2 Water Treatment Plant (the ‘Project’) – Package L6, Contract No. HSB/RE/32”.

~~PHOENIX~~The prepayment amount of $960,000 mainly represents the consideration for the acquisition of software pursuant to ~~PLUS~~the ~~CORP~~Software Purchase Agreement entered into with SunRay Equity Group Limited. As the software has not yet been placed into service and is not ready for use, the amount has been recorded as a prepayment as of July 31, 2025.

F-16

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

9. DEFERRED COST

For service contracts where the performance obligation is not completed, deferred costs are recorded for any costs incurred in advance of the performance obligation.

10. ~~TRADE~~ ~~PAYABLES~~AMOUNT DUE TO A RELATED PARTY

~~Trade payables~~Amount ~~consisted~~due ofto ~~the~~a ~~following~~related atparty ~~July~~is 31unsecured, ~~2024~~interest free and ~~July~~has ~~31,~~no ~~2023:~~fixed terms of repayment.

11. TRADE PAYABLES

Trade payables consisted of the following at July 31, 2025 and July 31, 2024:

SCHEDULE OF TRADE PAYABLES

	As of July 31, 2024 (Audited)		As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Trade payables	$	81138,~~466~~348	$	481,~~202~~466
Total trade payables	$	81138,~~466~~348	$	481,~~202~~466

Lenggong Hydro Sdn. Bhd.

Upon receiving the WRIT, PGESB have appointed Messrs. Andrew, Jye & Co. as solicitor on this matter.

1112. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following at July 31, ~~2024~~2025 and July 31, ~~2023~~2024:

	As of July 31, 2024 (Audited)		As of July 31, 2023 (Audited)
	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Accrued audit fees	$	1618,~~859~~000	$	1416,~~000~~859
Other payable and accrued liabilities		1759,~~527~~489		2217,~~747~~527
Total other payables and accrued liabilities	$	3477,~~386~~489	$	3634,~~747~~386

1213. REVENUE

For the years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024, the Company has revenue arise from the following:

SCHEDULE OF REVENUE

	For the year ended July 31, 2024 (Audited)		For the year ended July 31, 2023 (Audited)
	For the year ended July 31, 2025 (Audited)		For the year ended July 31, 2024 (Audited)
Installation service	$	1478,~~232,326~~159	$	991,~~833~~232,326
Total revenue	$	1478,~~232,326~~159	$	991,~~833~~232,326

F-1517

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1314. INCOME TAXES

For the years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	Year ended July 31, 2024			Year ended July 31, 2023
	Year ended July 31, 2025			Year ended July 31, 2024
Tax jurisdictions from:
Local	$	(79337,~~591~~068	)		(5879,~~593~~591	)
Foreign, representing
- Labuan	$	(943,~~803~~421	)		(319,~~427~~803	)
- Hong Kong	$	(2018,~~829~~325	)		(~~142~~20,~~222~~829	)
- Malaysia		(~~327~~145,~~558~~911	)		(~~156~~327,~~995~~558	)
Loss before income tax	$	(~~437~~457,~~781~~883	)		(~~389~~437,~~237~~781	)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

	Year ended July 31, 2024		Year ended July 31, 2023
	Year ended July 31, 2025		Year ended July 31, 2024
Current:
- Local	$	-481	$	-
- Foreign		-		-
Deferred:	$		$
- Local	$	-	$	-
- Foreign	$	-	$	-
Income tax expense	$	-481	$	-

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, ~~2024~~2025 the operations in the United States of America incurred $~~955~~1,~~845~~295,539 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $~~764~~1,~~676~~036,431 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Labuan

Under the current laws of the Labuan, Phoenix Plus Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

F-16

PHOENIX PLUS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Hong Kong

Phoenix Plus International Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

Malaysia

Phoenix Green Energy Sdn. Bhd. is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate ~~range from 15% to~~ at 24% on its assessable income.

~~14. LEASE RIGHT~~F-~~OF-USE ASSET AND LEASE LIABILITIES~~18

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

15. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company officially adopted ASC 842 for the year on and after August 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative years presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative years, thusly.

As of July 1, 2021, the Company recognized approximately US$40,445, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of July 1, 2021, with borrowing rate of 5.60 % adopted from CIMB Bank Berhad’s base lending rate as a reference for discount rate.

As of June 1, 2022, the Company recognized another approximately US$9,343, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of June 1, 2022, with borrowing rate of 5.56 % adopted from CIMB Bank Berhad’s base lending rate as a reference for discount rate.

~~asset~~On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively entered into 2 two-years lease with landlord for ~~all~~renting ~~leases~~office (space, from August 1, 2023 to July 31, 2025, with an option to renew after the ~~exception~~end of ~~short-term~~the ~~leases)~~tenancy agreement. atPhoenix ~~the~~Plus ~~commencement~~International ~~date~~Limited and Phoenix Green Energy Sdn. ~~Lease~~Bhd. respectively recognized lease liabilities ~~are~~of approximately ~~measured~~US$25,967 atand ~~present~~US$60,850, ~~value~~with a corresponding right-of-use asset in the same amount based on the ~~sum~~present value of ~~remaining~~the future minimum rental payments as of ~~June~~the 1lease, ~~2022,~~ with borrowing rate of 56.56 85% adopted from CIMB Bank Berhad’s base lending rate as a reference for discount rate. The tenancy agreement entered into by Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. was early terminated on June 5, 2025.

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively entered into two-years lease with landlord for renting office space, from August 1, 2023 to July 31, 2025, with an option to renew after the end of the tenancy agreement. Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively recognized lease liabilities of approximately US$25,967 and US$60,850, with a corresponding right-of-use asset in the same amount based on the present value of the future minimum rental payments of the lease, with borrowing rate of 6.85% adopted from CIMB Bank Berhad’s base lending rate as a reference for discount rate.

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

The initial recognition of operating lease right and lease liability as follow:

	As of July 31, 2024			As of July 31, 2023
	As of July 31, 2025			As of July 31, 2024
	~~(Audited)~~	(Audited)		~~(Audited)~~	(Audited)
Gross lease payable	$	107,053		$	107,053
Less: imputed interest		(9,359	)		(9,359	)
Initial recognition	$	97,694		$	97,694

~~As of July 31, 2024 and July 31, 2023, operating lease right of use asset as follow:~~F-19

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

As of July 31, 2025 and July 31, 2024, operating lease right of use asset as follow:

	As of July 31, 2024			As of July 31, 2023
	As of July 31, 2025			As of July 31, 2024
	~~(Audited)~~	(Audited)		~~(Audited)~~	(Audited)
Initial recognition as of August 1, 2019	$	26,772		$	26,772
Additional portion from July 31, 2020 to June 30, 2021		2,719			2,719
Add: new lease addition from July 1, 2021 to June 30, 2023		40,445			40,445
Add: new lease addition from July 1, 2021 to June 30, 2024		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2023		9,343			9,343
Add: new lease addition from June 1, 2022 to May 31, 2024		9,343			9,343
Add: new lease addition from June 1, 2023 to July 31, 2023		1,534			1,534
Add: new lease addition from June 1, 2024 to July 31, 2024		1,534			1,534
Add: new lease addition from August 1, 2023 to July 31, 2026		86,817			86,817
Add: new lease addition from August 1, 2024 to July 31, 2026		86,817			86,817
Accumulated amortization		(105,299	)		(79,244	)
Less: written off due to early termination		(38,450	)		-
Foreign exchange translation loss		(3,134	)		(1,569	)
Accumulated amortization		(133,319	)		(105,299	)
Balance end of the year	$	59,197		$	86,817
Foreign exchange translation loss		4,139			(3,134	)
Balance end of the year	$	-		$	59,197

As of July 31, ~~2024~~2025 and July 31, ~~2023~~2024, operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

	As of July 31, 2024			As of July 31, 2023
	As of July 31, 2025			As of July 31, 2024
	~~(Audited)~~	(Audited)		~~(Audited)~~	(Audited)
Initial recognition as of August 1, 2019	$	26,772		$	26,772
Add: additional portion (increase of leasing fee)		2,719			2,719
Add: new lease addition from July 1, 2021 to June 30, 2023		40,445			40,445
Add: new lease addition from July 1, 2021 to June 30, 2024		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2023		9,343			9,343
Add: new lease addition from June 1, 2022 to May 31, 2024		9,343			9,343
Add: new lease addition from June 1, 2023 to July 31, 2023		1,534			1,534
Add: new lease addition from June 1, 2024 to July 31, 2024		1,534			1,534
Add: new lease addition from August 1, 2023 to July 31, 2026		86,817			86,817
Add: new lease addition from August 1, 2024 to July 31, 2026		86,817			86,817
Less: gross repayment		(~~110~~139,~~167~~955	)		(81110,~~468~~167	)
Add: imputed interest		5,064			245
Less: written off due to early termination		(39,601	)		-
Foreign exchange translation gain		(1,505	)		410
Add: imputed interest		8,353			5,064
Balance as of July 31		61,022			86,817
Foreign exchange translation gain		3,573			(1,505	)
Less: lease liability current portion		(29,469	)		(29,211	)
Balance as of July 31, 2025		-			61,022
Lease liability non-current portion	$	31,553		$	57,606
Less: lease liability current portion		-			(29,469	)
Lease liability non-current portion	$	-		$	31,553

For the year ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024, the amortization of the operating lease right of use asset are $2625,~~099~~393 and $2726,~~014~~ 099 respectively.

F-1720

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending
July 31, 2025 (12 months)		29,469
July 31, 2026 (12 months)		31,553
Total	$	61,022

Other information:

SCHEDULE OF OTHER INFORMATION

	2024			2023
	2025			2024
	Year ended July 31,
	2024			2023
	2025			2024
	(Audited)			(Audited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease	$	2529,~~795~~115		$	6125,~~000~~795
Right-of-use assets obtained in exchange for operating lease liabilities		-			~~86,817~~-
Remaining lease term for operating lease (years)
Lease 1		-			-
Lease 2		-			-
Lease 3		~~2.25~~-			32.25
Weighted average discount rate for operating lease
Lease 1		5.60	%		5.60	%
Lease 2		5.56	%		5.56	%
Lease 3		6.85	%		6.85	%

Lease expenses were $42,~~830~~ 905 and $~~625~~4,830 for the year ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024 respectively. The Company adopted ASC 842 on and after August 1, 2019.

1516. CONCENTRATION OF RISK

The Company is exposed to the following concentrations of risk:

SCHEDULE OF CONCENTRATION OF RISK

(a)	Major customers

For the year ended July 31, ~~2024~~2025 and ~~2023~~2024, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at year-end are presented as follows:

	For the year ended July 31
	2024		2023		2024			2023			2024		2023
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Trade Receivable
Customer A	$	~~631~~400,~~931~~465	$	~~72,235~~-		5184	%		72-	%	$	~~628~~201,143	$	~~12,088~~-
Customer B		~~581,406~~-	$	-631,931		47-	%		-51	%	$	~~7,183~~-	$	-628
	$	1,213,337	$	72,235		98	%		72	%	$	7,811	$	12,088
Customer C		-	$	581,406		-			47	%		-	$	7,183
	$	400,465	$	1,213,337		84	%		98	%	$	201,143	$	7,811

(b)	Major vendors

For the year ended July 31, ~~2024~~2025 and ~~2023~~2024, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year-end are presented as follows:

	For the year ended July 31
	2024		2023		2024			2023			2024		2023
	2025		2024		2025			2024			2025		2024
	Cost of Revenue				Percentage of Cost of Revenue						Trade Payable
Vendor A	$	~~132~~94,~~442~~757	$	~~14,721~~-		1123	%		17-	%	$	~~21,741~~-		~~264~~-
Vendor B	$	-53,701		~~12,599~~-		-13	%		15-	%	$	-16,940		-
Vendor C		~~130,177~~-	$	-132,442		11-	%		-11	%	$	-23,532	$	-21,741
	$	262,619	$	27,320		22	%		32	%	$	21,741	$	264
Vendor D		-	$	130,177		-			11	%		-		-
Vendor E	$	41,760		-		10	%		-		$	7,639		-
Vendor F	$	24,866		-		6	%		-		$	22,887		-
Vendor G	$	19,786		-		5	%		-			-		-
	$	234,870	$	262,619		57	%		22	%	$	70,998	$	21,741

F-1821

PHOENIX PLUS CORP. (NOW KNOWN AS RHINO BITCOIN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1617. SEGMENT INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

SCHEDULE OF INTER-SEGMENT SALES

By Geography:

SCHEDULE OF INTER-SEGMENT SALES

	United States			Malaysia			Hong Kong			Total
	For the year ended July 31, 2025
	United States			Malaysia			Hong Kong			Total

Revenue	$	-		$	478,159		$	-		$	478,159
Cost of revenue		-			(411,361	)		-			(411,361	)
Net loss		(337,068	)		(102,971	)		(18,325	)		(458,364	)

Total assets	$	962,582		$	565,479		$	23,613		$	1,551,674

	United States			Malaysia			Hong Kong			Total
	For the year ended July 31, 2024
	United States			Malaysia			Hong Kong			Total

Revenue	$	-		$	1,232,326		$	-		$	1,232,326
Cost of revenue		-			(1,284,930	)		-			(1,284,930	)
Net loss		(79,591	)		(337,361	)		(20,829	)		(437,781	)

Total assets	$	-		$	876,508		$	45,123		$	921,631

	United States			Malaysia			Hong Kong			Total
	For the year ended July 31, 2023
	United States			Malaysia			Hong Kong			Total
Revenue	$	-		$	99,833		$	-		$	99,833
Cost of revenue		-			(84,322	)		-			(84,322	)
Net loss		(58,593	)		(188,422	)		(142,222	)		(389,237	)
Total assets	$	-		$	1,183,671		$	67,028		$	1,250,699

By Business unit:

17. GOING CONCERN


	For the Year Ended July 31, 2025
By Business Unit	Solar Business			Total
Revenue	$	478,159		$	478,159

Cost of revenue		(411,361	)		(411,361	)
Other income		57,491			57,491
General and administrative expenses		(572,495	)		(572,495	)
Other operating expenses		(360	)		(360	)

Loss from operations		(448,566	)		(448,566	)

Total assets	$	1,551,674		$	1,551,674
Capital expenditure	$	-		$	-

As of July 31, 2024, the Company has an accumulated deficit of $2,587,431, net cash used in operating activities of $653,119 and a net loss of $437,781 for the year ended July 31, 2024. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is taking various steps to provide the Company with the opportunity to continue as a going concern.


	For the Year Ended July 31, 2024
By Business Unit	Solar Business			Total
Revenue	$	1,232,326		$	1,232,326

Cost of revenue		(1,284,930	)		(1,284,930	)
Other income		3,692			3,692
General and administrative expenses		(379,088	)		(379,088	)
Other operating expenses		(4,951	)		(4,951	)

Loss from operations		(432,951	)		(432,951	)

Total assets	$	921,631		$	921,631
Capital expenditure	$	-		$	-

18. ~~SUBSEQUENT~~RELATED ~~EVENTS~~PARTIES TRANSACTIONS

InMaterial ~~accordance~~Transactions with ~~ASC~~Related Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after July 31, 2024 up through the date the Company issued the audited consolidated financial statements.Parties

On August 21, 2024, the Company closed the transactions contemplated by a stock issuance agreement (the “Stock Issuance Agreement”) between Radiance Holdings Corp, a Nevada incorporated entity (the “Purchaser”), and Six (6) shareholders (the “Sellers”) of the Company. Pursuant to the stock issuance agreement, the Purchaser issued 276,313,100 shares of the common stock of the Purchaser, par value $0.0001, to the Sellers. In exchange, the Sellers transferred 276,313,100 common stocks of the Company (the “Shares”) at $0.0001 per share, representing a total consideration of US$27,631.31.

Name of Related Parties		Relationship to Us

Radiance Holding Corp		Radiance Holding Corp is the 80.64% corporate shareholder of the Company, also an entity controlled by our Chief Executive Officer
JGK Holding (Malaysia) Sdn. Bhd.		JGK Holding (Malaysia) Sdn. Bhd. is related company, an entity controlled by our Chief Executive Officer

~~The~~We ~~Shares~~carried ~~represent~~out ~~approximately 83.05% of~~ the ~~Company’s~~following ~~issued~~significant ~~and~~transactions ~~outstanding~~with ~~common stock as of~~ the ~~Closing.~~related ~~Upon~~parties ~~Closing,~~for the ~~Purchaser~~ ~~became~~year aended ~~controlling~~July ~~shareholder~~31, ~~of the Company.~~2025:

SCHEDULE OF ~~STOCK~~SIGNIFICANT ~~ISSUANCE~~TRANSACTION ~~AGREEMENT~~WITH RELATED PARTY

The Sellers who entered into the Stock Issuance Agreement with the Purchaser:

	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Transactions with related parties
Radiance Holding Corp
Management fee	$	200,000	$	-

JGK Holding (Malaysia) Sdn. Bhd.
Loan interest	$	6,353	$	-

Name	Number of Shares		Percentage of Registrant
Lee Chong Chow*		108,313,100		32.56	%
Terence Tulus		108,000,000		32.46	%
H&D Holdings Sdn Bhd**		22,500,000		6.76	%
How Kok Choong		15,000,000		4.51	%
Agape ATP Corporation		15,000,000		4.51	%
Ryu Junsei		7,500,000		2.25	%

The related party transactions mainly derived from the management fees associated with accounting and administrative work provided by related party as well as interest charges on working capital loans obtained from related party.

* Mr. Lee Chong Chow is the chief executive officer and director of the Company.F-22

**PHOENIX PLUS MrCORP. ~~Lee~~(NOW ~~Chong~~KNOWN ~~Chow~~AS isRHINO aBITCOIN ~~50% shareholder and a director of H&D Holdings Sdn Bhd~~INC.)

~~The~~NOTES ~~Purchaser~~TO ~~acquired~~CONSOLIDATED ~~the~~FINANCIAL ~~Shares and now owns the following percentage of the outstanding common stock of the Company:~~STATEMENTS

Name		Number of Shares				Percentage of Registrant
Radiance Holdings Corp			276,313,100				83.05	%

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

~~The~~(Currency ~~Purchaser~~expressed ~~used~~in ~~its~~United ~~common~~States ~~stock~~Dollars to(“US$”), ~~acquire~~except ~~the~~for ~~Shares.~~number ~~The~~of ~~Purchaser did not borrow any funds to acquire the Shares.~~shares)

F-19. SUBSEQUENT EVENTS

Pursuant to the Merger Agreement, effective upon the closing thereof, (i) Merger Sub merged with and into Rhino, with Rhino surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino converted into the right to receive two shares of common stock of the Company, (iii) the outstanding shares of Series A Preferred Stock of Rhino converted into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Series A Preferred Stock, (iv) convertible notes of Rhino converted into shares of common stock of the Company at a conversion price of $0.18 or $0.25, as applicable, (v) options to purchase shares of common stock of Rhino converted into options to purchase shares of common stock of the Company with the same aggregate exercise price, (vi) the sole officer and director of the Company (Lee Chong Chow) resigned and the sole officer and director of Rhino, Lyle Hauser was appointed as the chief executive officer, president, secretary and director of the Company, (vii) Rhino purchased from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and returned such shares to the Company for cancellation. In accordance with the foregoing, the Company issued an aggregate of 73,295,981 shares of common stock to stockholders and note holders of Rhino. Concurrently with the closing of the Merger Agreement, all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation (“Phoenix Plus Labuan”), were transferred to Mr. Lee.

Lyle Hauser, 54, is the Founder & CEO of Rhino Digital Inc., since June 2020. Mr. Hauser is also the Founder and CEO of Vantage, a private equity firm started in 1998. Vantage is a specialized business consultancy firm serving early-stage companies. Mr. Hauser’s expertise includes company capital structure/restructuring, equity and debt financing, capital introductions, alternative public offerings (or APOs) and mergers and acquisitions.

Rhino is a Bitcoin financial services company focused on making everyday banking and financial management accessible. Serving individuals, businesses, and organizations, Rhino integrates traditional banking functions within a secure, user-friendly platform centered on Bitcoin. Beyond its core services, Rhino maintains an active Bitcoin treasury strategy, reinforcing its commitment to both the asset and broader ecosystem. Rhino aims to foster a more intuitive and inclusive approach to using Bitcoin for all clients globally.

F-23

Filing Compare · RHINO BITCOIN INC.