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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 31, 2025

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-233778

RHINO BITCOIN INC.

(Exact name of registrant as specified in its charter)

Nevada

61-1907931

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1200 Brickell Avenue #310

Miami, FL 33131

(Address of principal executive offices) (Zip Code)

888-854-3824

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act: None.

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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check 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 pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check 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.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 pursuant to Section 13(a) of the Exchange Act. ☐

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

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 Act). Yes ☐ No ☒

The aggregate market 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 number of shares of registrant’s common stock outstanding, as of November 11, 2025 was 74,191,114.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		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

PART I

Item 1. Business.

Explanatory 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., a Labuan, Malaysia corporation (“Phoenix Plus Labuan”), were transferred to Mr. Lee Chong Chow, the 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 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 the Company, unless otherwise indicated, and thus relate to the business of Rhino Digital as the operating subsidiary of the Company.

Background

The Company is a Nevada corporation formed on November 5, 2018. Prior to the Reverse Acquisition, the Company, through its subsidiaries, was engaged in providing technical consultancy on solar power systems and consultancy on green energy solutions.

On August 19, 2025, the Company closed its agreement and plan of merger, dated August 5, 2025 (the “Merger Agreement”) among the Company, Rhino Merger Acquisition Sub, Inc., a newly formed wholly-owned subsidiary of the Company (“Merger Sub”), Rhino Digital, 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 Digital, with Rhino Digital surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino Digital 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 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, as applicable, (v) options to purchase shares of common stock of Rhino Digital 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 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. 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, all outstanding shares of 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 the 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.

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

Rhino Digital is a Nevada corporation formed on November 27, 2019 and is a Bitcoin financial services company focused on making everyday banking and financial management accessible. Serving individuals, businesses, and organizations, Rhino Digital 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 Digital aims to foster a more intuitive and inclusive approach to using Bitcoin for all clients globally.

Products and Services

Rhino Digital offers account funding and withdrawal in USD and Bitcoin, Bitcoin trading, custody services, remittances, and discounted gift card purchasing to clients in the United States.

We maintain strategic partnerships with several financial and digital asset infrastructure providers to deliver integrated banking and custody services to clients. We engage Cybrid Inc.(“Cybrid”) as our primary partner for the provision of fiat banking and cryptocurrency custody infrastructure. Cybrid maintains a relationship with Cross River Bank to support client U.S. dollar accounts that enable Automated Clearing House (or ACH) transactions, domestic wire transfers, and Real Time Payments (or RTP) deposits and withdrawals. Cybrid also partners with Fireblocks as its qualified custodian for secure Bitcoin storage and settlement operations.

Our primary revenue stream is derived from trading activities in which we earn a spread on client exchanges between Bitcoin and U.S. dollars. This transaction-based revenue model is complemented by related service fees for custody and settlement.

In addition to the services we currently offer, we also plan to provide the following services in the future:

	●	Retirements accounts (Q4 2025)
	●	Bitcoin collateralized loans (Q4 2025)
	●	Bill payments (Q1 2026)
	●	Direct deposit (Q1 2026)

We provide our services through the Rhino App, which is available for iOS and Android devices.

Competition

We 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.

A summary of key competitors and a comparison to our offerings is below:

Coinbase: Coinbase operates as the leading U.S. based cryptocurrency exchange, delivering a broad suite of retail and institutional services encompassing trading, digital asset custody, payment facilitation, and merchant solutions. The platform’s product ecosystem includes Coinbase Wallet, Coinbase Prime for institutional clients, Coinbase One for premium retail users, and Coinbase Payments supporting global stablecoin transactions. Rhino Digital competes with Coinbase principally by maintaining lower fee structures and concentrating service offerings on bitcoin accumulation, which targets clients with long term savings objectives rather than those trading a broad mix of digital assets.

Cash App: Cash App, developed by Block, Inc., provides mobile based peer to peer payments, fractional equity investing, and Bitcoin trading functionalities on a unified platform. Users can buy, sell, transfer, and withdraw bitcoin with features oriented toward ease of use and mass adoption rather than professional grade trading capabilities. Rhino Digital differentiates itself from Cash App by offering reduced fee and spread structures and expanded service offerings, including multiple digital custody solutions, global remittance features, and coverage for both institutional entities and individual users.

Swan Bitcoin: Swan Bitcoin is a Bitcoin focused platform specializing in recurring purchase programs, low cost transaction execution, and individual retirement account (IRA) solutions that enable tax advantaged long-term holdings. Rhino Digital distinguishes itself from Swan Bitcoin by maintaining competitive fees and spreads, thereby enhancing client accumulation of bitcoin over time. In addition, Rhino Digital offers a diversified product suite, including international remittance capability, low cost instant payments via the Lightning Network, and consumer loyalty benefits such as rewards on gift card purchases.

Intellectual Property

We have registered a trademark in the United States for our logo.

Government Regulation

We are subject to various anti-money laundering and counter-terrorist financing laws, including the Bank Secrecy Act (the “BSA”). As a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”), we are required under the BSA to among other things, 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 BSA requires us to comply with certain customer due diligence requirements as part of our anti-money laundering obligations, including developing risk-based policies, procedures, and internal controls reasonably designed to verify a customer’s identity. Many states and other countries impose similar and, in some cases, more stringent requirements related to anti-money laundering and counter-terrorist financing. Our compliance program is designed to prevent and detect instances of money laundering, terrorist financing, and other illicit activity on our platform.

In addition, we 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.

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

Employees

We have one full-time employee, and retain four other personnel on a full-time independent contractor basis.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Risk management and strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management to promote cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes. Our management works closely with our IT department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Item 2. 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 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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 November 11, 2025 our common stock was held by approximately 234 stockholders of record.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. [Reserved.]

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements.

Forward-looking statements present our expectations or forecasts of future events. You can 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

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.

Overview

During the years ended July 31, 2024 and 2025, Phoenix Plus operated through its wholly owned subsidiary, Phoenix Plus Labuan (which owned 100% of Phoenix Plus International Limited, an operating Hong Kong company and 100% of Phoenix Green Energy Sdn. Bhd., an operating Malaysia company). During such periods, the Company was engaged in providing technical consultancy on solar power systems and consultancy on green energy solutions.

On August 19, 2025, the Company acquired all of the outstanding capital stock of 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 Phoenix Plus Labuan were transferred to Mr. Lee Chong Chow, the 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 Company prior to the Reverse Acquisition (see “Business”), except as otherwise indicated.

Results of Operations

Revenue

The Company generated revenue of $478,159 and $1,232,326 for the year ended July 31, 2025 and 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, 2025 and 2024, cost incurred in providing consultancy services and installation services was $411,361 and $1,284,930. The Company generated gross profit / (loss) of $66,798 and $(52,604) for the year ended July 31, 2025 and 2024.

General and Administrative Expenses

General and administrative expenses for the year ended July 31, 2025 and 2024 amounted to $572,495 and $379,088 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, 2025 and 2024 amounted to $360 and $4,951 respectively. These expenses derived from foreign exchange loss.

Other Income

The Company recorded an amount of $57,491 and $3,692 as other income for the year ended July 31, 2025 and 2024 respectively. This income is derived from unrealized gain on foreign exchange, bank interest income and gain on derecognition of right-of-use and lease liabilities.

Net Loss and Net Loss Margin

The net loss was $458,364 for the year ended July 31, 2025 as compared to $437,781 for the year ended July 31, 2024. The increase in net loss resulted from the increase in general and administrative expenses. Taking into account the loss for the year ended July 31, 2025, the accumulated loss for the Company increased from $2,587,431 to $3,045,795.

Liquidity and Capital Resources

As of July 31, 2025, we had cash and cash equivalents of $25,052 as compared to $434,351 for the year ended July 31, 2024.

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, 2025 and 2024, net cash used in operating activities was $387,521 and $653,119. 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, 2025 and 2024, net cash used in investing activities was $3,030 and $13,967. 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, 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 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 green energy solutions engineering projects, ship and offshore maintenance, repair and operation 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,
	2025		2024

Year-end MYR: US$1 exchange rate		4.25		4.60
Year-average MYR: US$1 exchange rate		4.25		4.70
Year-end HK$: US$1 exchange rate		7.85		7.81
Year-average HK$: US$1 exchange rate		7.83		7.81

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

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 periods. (see Note 14).

Recent accounting pronouncements

Accounting Standards 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 already adopted this ASU on its consolidated financial statements and related disclosures.

Recent accounting pronouncements

The Company has reviewed all recently 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.

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.

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

Not required for a smaller reporting company.

Item 8. Financial Statements.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer concluded that, due to the presence of material weaknesses in internal control over financial reporting, our disclosure controls and procedures as of the end of the period covered by this report were not effective to ensure that information required to be disclosed is made known to management and others, as appropriate, to allow timely decision regarding required disclosure and that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and 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.

Our internal control 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.

Our management 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). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of July 31, 2025, based on those criteria.

A material weakness is 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.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

This 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.

Changes in Internal Controls

There has been no change in our internal control over financial reporting that occurred during the quarter ended July 31, 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended July 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Lyle Hauser serves as our chief executive officer, 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 debt financing, capital introductions, alternative public offerings (or APOs) and mergers and acquisitions. His experience as our founder and chief executive officer qualifies him to serve on our board of directors.

Board Leadership Structure and Role in Risk Oversight

We have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. Our chief executive officer is currently the only director of the Company.

Involvement in Certain Legal Proceedings

During the past ten years, our sole officer and director has not been:

	●	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;

	●	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	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 involvement in any type of business, securities or banking activities;

	●	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.

	●	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 (a) any Federal or State securities or commodities law or regulation; (b) 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 (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	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.

Committees of the Board

Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. A copy of the Code of Ethics can be obtained without charge upon request to Admin, 1200 Brickell Avenue #310, Miami, FL 33131, and is available on our website at www.rhinobitcoin.com. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.

Changes in Nominating Procedures

None.

Insider Trading Policies

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

Item 11. Executive Compensation

During its last two fiscal years, Phoenix Plus did not pay any compensation to its officers or directors.

Employment Agreements

Rhino Digital is party to an employment agreement with Lyle Hauser, dated June 24, 2024. Pursuant to the employment agreement, Mr. Hauser serves as Rhino 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.

Outstanding Equity Awards at Fiscal Year-End

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

Risk Management

The Company 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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following 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. Unless otherwise indicated, all shares 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.

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 upon conversion of 200,000 shares of Series 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.

(2) Represents shares held by Vantage.

(3 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.

(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.

(5) 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.

Securities authorized for issuance under equity compensation plans

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

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

Certain Relationships and Related Transactions

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-23

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

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

1200 Brickell Avenue #310

Miami, FL 33131

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) (the ‘Company’) as of July 31, 2025 and 2024, and the related statements of consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated 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 “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 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.

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 2 to the financial statements, for the year ended July 31, 2025, the Company has accumulated deficit of $3,045,795, negative net operating cash flow of $387,521 and net loss of $458,364. 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 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 required to be communicated to Board of Directors (Those Charged with 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 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, 2025, project revenue and cost of sales are as follows:

Project activities

Revenue:	USD478,159	(100% of the Company’s revenue)
Cost of sales:	USD411,231	(99.99% of the Company’s cost of sales)

We identified revenue and cost of sales from project activities as an 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 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 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, 2025

F-3

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

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2025 and 2024

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

(Audited)

	As of			As of
	July 31, 2025 (Audited)			July 31, 2024 (Audited)

ASSETS
Current assets
Cash at banks	$	25,052		$	434,351
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		90,461			109,945
Other receivables, prepayments and deposits		1,001,736			12,801
Contract assets		213,187			269,434
Deferred cost		-			4,122
Total current assets		1,532,897			841,617
Non-current assets
Property, plant and equipment, net		18,777			20,817
Lease right-of-use asset		-			59,197
Equity method investment		-			-
Total non-current assets		18,777			80,014

TOTAL ASSETS		1,551,674			921,631

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current liabilities
Operating lease liabilities, non-current	$	-		$	31,553
Total non-current liabilities		-			31,553

Current liabilities
Trade payables	$	138,348		$	81,466
Amount due to related company		105,127			-
Retention sum payables		71,816			67,697
Other payables and accrued liabilities		77,489			34,386
Operating lease liabilities, current		-			29,469
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 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		4,237,787			3,277,835
Accumulated other comprehensive loss		(34,292	)		(14,009	)
Accumulated deficit		(3,045,795	)		(2,587,431	)
Total stockholders’ equity		1,158,413			677,060

TOTAL LIABILITIES AND STOCKHOLDERS’ FUND		1,551,674			921,631

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, 2025 AND 2024

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

(Audited)

	July 31, 2025 (Audited)			July 31, 2024 (Audited)

Revenue	$	478,159		$	1,232,326

Cost of revenue		(411,361	)		(1,284,930	)

Gross profit / (loss)		66,798			(52,604	)

Other income		57,491			3,692

Operating expenses:
General and administrative expenses (Included management fee of $200,000 (2024: Nil) paid to a related party)		(572,495	)		(379,088	)
Finance cost		(9,317	)		(4,830	)
Other operating expenses		(360	)		(4,951	)

Loss before income tax		(457,883	)		(437,781	)

Income tax expense		(481	)		-

Net loss for the year	$	(458,364	)	$	(437,781	)

Other comprehensive loss:
- Foreign currency translation loss		(20,283	)		(8,092	)

Comprehensive loss	$	(478,647	)	$	(445,873	)

Net loss per share - Basic and diluted		(0.0687	)		(0.0658	)


Weighted average number of common shares outstanding - Basic and diluted		6,676,341			6,653,990

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, 2025 AND 2024

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

(Audited)

	Number of Shares			Amount^*
	COMMON STOCKS *					ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
	Number of Shares			Amount
Balance as of August 1, 2023	6,653,990		$	665	$	3,277,835	$	(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	6,653,990		$	665	$	3,277,835	$	(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, 2025 AND 2024

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

(Audited)

	2025			2024
	Year ended July 31
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
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
Amortization of right-of-use assets		25,393			26,099
Depreciation		5,677			2,896
Fixed assets written off		907			-
Lease assets written off		(1,152	)		-
Changes in operating assets and liabilities:
Trade receivables		(191,497	)		(23,703	)
Retention sum receivable		19,484			(109,945	)
Other receivables, prepayments and deposits		(28,935	)		2,192
Contract assets		56,247			(250,711	)
Deferred cost		4,122			(3,798	)
Trade payable		56,882			77,264
Retention sum payable		4,119			67,697
Other payables and accrued liabilities		43,103			(2,361	)
Operating lease liabilities		(29,115	)		(25,795	)
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	$	(3,030	)	$	(13,967	)
Net cash used in investing activity		(3,030	)		(13,967	)

CASH FLOWS FROM FINANCING ACTIVITY:
Share issued		-			-
Net cash provided by financing activity		-

Effect of exchange rate changes on cash and cash equivalents	$	(18,748	)	$	(6,602	)

Net decrease in cash and cash equivalents		(409,299	)		(673,688	)
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, 2025 AND 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.

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.

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, 2025 AND 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, 2025, the Company suffered an accumulated deficit of $3,045,795, negative operating cash flows of $387,521 and net loss of $458,364 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.

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, 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, 2025 AND 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 solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar 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-11

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)

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,
	2025		2024

Year-end MYR: US$1 exchange rate		4.25		4.60
Year-average MYR: US$1 exchange rate		4.25		4.70
Year-end HK$: US$1 exchange rate		7.85		7.81
Year-average HK$: US$1 exchange rate		7.83		7.81

Related parties

F-12

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)

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

Recent accounting pronouncements

Accounting Standards Issued, Adopted

Recent accounting pronouncements

The Company has reviewed all recently 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.

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, 2025 AND 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.

On June 27, 2025, the Company effected a one for fifty (1:50) reverse stock split, the number of shares of Common Stock outstanding was reduced from 332,699,500 to 6,653,990 shares. Furthermore, 5 shares were cancelled due to the elimination of participant fractional shares.

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.

As of 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, 2025 AND 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, 2025 and July 31, 2024 are summarized below:

	As of July 31, 2025 (Audited)			As of July 31, 2024 (Audited)
Leasehold improvement	$	-		$	114,263
Computer hardware and software		10,393			10,294
Machinery		377			377
Motor vehicle		11,304			11,304
Tools and gauges		3,397			3,123
Furniture and fittings		1,570			-
Total		27,041			139,361
Accumulated depreciation		(9,683	)	$	(118,450	)
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, 2025 and July 31, 2024 was $5,677 and $2,896 respectively.

5. EQUITY METHOD INVESTMENT

SCHEDULE OF EQUITY METHOD INVESTMENT

	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.

6. TRADE RECEIVABLES

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

SCHEDULE OF TRADE RECEIVABLES

	As of July 31, 2025 (Audited)			As of July 31, 2024 (Audited)
Trade receivables	$	202,461		$	127,651
Less: Allowance for credit losses		(116,687	)		(116,687	)
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, 2025 and July 31, 2024 are summarized below:

SCHEDULE OF CONTRACT ASSETS

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

8. OTHER RECEIVABLES, PREPAYMENTS AND DEPOSITS

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

	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Other receivables	$	4,924	$	332
Deposits		32,345		12,469
Prepayments		964,467		-
Total other receivables, prepayments and deposits	$	1,001,736	$	12,801

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”.

The prepayment amount of $960,000 mainly represents the consideration for the acquisition of software pursuant to the 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, 2025 AND 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. AMOUNT DUE TO A RELATED PARTY

Amount due to a related party is unsecured, interest free and has no 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, 2025
(Audited)

As of

July 31, 2024

(Audited)

Trade payables

138,348

81,466

Total trade payables

138,348

81,466

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 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.

12. OTHER PAYABLES AND ACCRUED LIABILITIES

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

	As of July 31, 2025 (Audited)		As of July 31, 2024 (Audited)
Accrued audit fees	$	18,000	$	16,859
Other payable and accrued liabilities		59,489		17,527
Total other payables and accrued liabilities	$	77,489	$	34,386

13. REVENUE

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

SCHEDULE OF REVENUE

	For the year ended July 31, 2025 (Audited)		For the year ended July 31, 2024 (Audited)
Installation service	$	478,159	$	1,232,326
Total revenue	$	478,159	$	1,232,326

F-17

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)

14. INCOME TAXES

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

	Year ended July 31, 2025			Year ended July 31, 2024
Tax jurisdictions from:
Local	$	(337,068	)		(79,591	)
Foreign, representing
- Labuan	$	43,421			(9,803	)
- Hong Kong	$	(18,325	)		(20,829	)
- Malaysia		(145,911	)		(327,558	)
Loss before income tax	$	(457,883	)		(437,781	)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

	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, 2025 the operations in the United States of America incurred $1,295,539 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 $1,036,431 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.

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 at 24% on its assessable income.

F-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.

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively entered into 2 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. The tenancy agreement entered into by Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. was early terminated on June 5, 2025.

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

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, 2025			As of July 31, 2024
		(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, 2024		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2024		9,343			9,343
Add: new lease addition from June 1, 2024 to July 31, 2024		1,534			1,534
Add: new lease addition from August 1, 2024 to July 31, 2026		86,817			86,817
Less: written off due to early termination		(38,450	)		-
Accumulated amortization		(133,319	)		(105,299	)
Foreign exchange translation loss		4,139			(3,134	)
Balance end of the year	$	-		$	59,197

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

SCHEDULE OF OPERATING LEASE LIABILITY

	As of July 31, 2025			As of July 31, 2024
		(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, 2024		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2024		9,343			9,343
Add: new lease addition from June 1, 2024 to July 31, 2024		1,534			1,534
Add: new lease addition from August 1, 2024 to July 31, 2026		86,817			86,817
Less: gross repayment		(139,955	)		(110,167	)
Less: written off due to early termination		(39,601	)		-
Add: imputed interest		8,353			5,064
Foreign exchange translation gain		3,573			(1,505	)
Balance as of July 31, 2025		-			61,022
Less: lease liability current portion		-			(29,469	)
Lease liability non-current portion	$	-		$	31,553

For the year ended July 31, 2025 and July 31, 2024, the amortization of the operating lease right of use asset are $25,393 and $26,099 respectively.

F-20

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)

Other information:

SCHEDULE OF OTHER INFORMATION

	2025			2024
	Year ended July 31,
	2025			2024
	(Audited)			(Audited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease	$	29,115		$	25,795
Right-of-use assets obtained in exchange for operating lease liabilities		-			-
Remaining lease term for operating lease (years)
Lease 1		-			-
Lease 2		-			-
Lease 3		-			2.25
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 $2,905 and $4,830 for the year ended July 31, 2025 and July 31, 2024 respectively. The Company adopted ASC 842 on and after August 1, 2019.

16. 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, 2025 and 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
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Trade Receivable

Customer A	$	400,465	$	-		84	%		-		$	201,143		-
Customer B		-	$	631,931		-			51	%		-	$	628
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, 2025 and 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
	2025		2024		2025			2024			2025		2024
	Cost of Revenue				Percentage of Cost of Revenue						Trade Payable
Vendor A	$	94,757		-		23	%		-			-		-
Vendor B	$	53,701		-		13	%		-		$	16,940		-
Vendor C		-	$	132,442		-			11	%	$	23,532	$	21,741
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-21

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)

17. 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:

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

By Business unit:


	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	$	-		$	-


	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. RELATED PARTIES TRANSACTIONS

Material Transactions with Related Parties

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

We carried out the following significant transactions with the related parties for the year ended July 31, 2025:

	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	$	-

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.

F-22

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)

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

RHINO BITCOIN INC. 10-K