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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (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.

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

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

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

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

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.

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.

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).

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

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved.]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationship and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 SIGNATURES

 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.

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.

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

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

 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

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.

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.

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).

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.

accounting pronouncements

 The
Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates
("ASUs").

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.

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

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

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

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

 Risk

 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

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

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)

 Stock (3)

 Five
 Star Trust

 8,000,000

 10.8%

 Stock (4)

 Panther
 Ice Trust

 8,000,000

 10.8%

 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

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

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.

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)

 Code of Ethics (filed herewith)

 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)

 Inline

 Cover

 * Indicates management contract or compensatory arrangement.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

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)

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)

TO FINANCIAL STATEMENTS

 Page

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm

 – F-3

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 - 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.

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

 CONSOLIDATED
BALANCE SHEETS

 AS
OF JULY 31, 2025 and 2024

 As of

 As of

 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

 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

 -

 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

 $

 $

 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

 See
accompanying notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR

 $

 $

)

)

 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
)

)

 Income tax expense

 ( 481
)

 -

 Net loss for the year

 $
)

 $
)

 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

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR

 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

 $

 $
 3,277,835

 $
 ( 5,917
)

 $
 ( 2,149,650
)

 $
 1,122,933

 Net loss for the year

 -

 -

 -

 -

)

)

 Foreign currency translation adjustment

 -

 -

 -

 ( 8,092
)

 -

 ( 8,092
)

 Balance as of July 31, 2024

 6,653,990

 $

 $
 3,277,835

 $
 ( 14,009
)

 $
 ( 2,587,431
)

 $
 677,060

 Round down of fractional share upon reverse stock split

 ( 5
)

 -

 -

 -

 -

 -

 Balance

 6,653,990

 $

 $
 3,277,835

 $
 ( 14,009
)

 $
 ( 2,587,431
)

 $
 677,060

 Stock issued-software acquisition on July 15, 2025 at $ 2 per shares

 480,000

 $

 $
 959,952

 -

 -

 960,000

 Net loss for the year

 -

 -

 -

 -

)

)

 Foreign currency translation adjustment

 -

 -

 -

 ( 20,283
)

 -

 ( 20,283
)

 Balance as of July 31, 2025

 7,133,985

 $

 $
 4,237,787

 $
 ( 34,292
)

 $
 ( 3,045,795
)

 $
 1,158,413

 Balance

 7,133,985

 $

 $
 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

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR

expressed in United States Dollars ("US$"))

 2025

 2024

 Year ended July 31

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss for the year

 $
)

 $
)

 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

 -

 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

 -

 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

 NOTES

 FOR

 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:

OF DETAILS OF COMPANY'S SUBSIDIARY

 Company
 name

 Place
 and date of incorporation

 Particulars
 of issued capital

 Principal
 activities

 Proportional
 of ownership interest and voting power held

 1.

 Plus Corp.

 Labuan
 / January 4, 2019

 shares of ordinary share of US$1 each

 Investment
 holding

 100 %

 2.

 Plus International Limited

 Hong
 Kong / March 19, 2019

 ordinary share of HK$1 each

 Providing
 technical consultancy on solar power system and consultancy on green energy solution

 100 %

 3.

 Green Energy Sdn. Bhd.

 / 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

 NOTES

 FOR

 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.

 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 in which the Company is the primary beneficiary.
All inter-company accounts and transactions have been eliminated upon consolidation.

 F- 9

 NOTES

 FOR

 Use
of estimates

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.

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.

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

 The
Company applied judgements and assumptions that significantly affect the determination of the amount and timing of revenue recognized
from contracts with customers for providing 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

 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.

 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:

OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE

 Classification

 Estimated
 useful life

 Leasehold
 improvement

 months

 Computer
 hardware and software

 years

 Machinery

 years

 Motor
 vehicle

 years

 Tools
 and gauges

 years

 Signage

 years

 Furniture
 and fittings

 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

 NOTES

 FOR

 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.

 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.

 F- 11

 NOTES

 FOR

 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

 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 years:

OF FOREIGN CURRENCY TRANSLATION

 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.

 F- 12

 NOTES

 FOR

 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.

 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 years. (See Note 14)

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.

accounting pronouncements

 The
Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates
("ASUs").

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.

 F- 13

 NOTES

 FOR

 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.

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.

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.

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.

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.

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

 NOTES

 FOR

 4.
 PROPERTY, PLANT AND EQUIPMENT

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

OF PROPERTY, PLANT AND EQUIPMENT

 As of

 As of

 Leasehold improvement

 $
 -

 $
 114,263

 Computer hardware and software

 10,393

 10,294

 Machinery

 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

OF EQUITY METHOD INVESTMENT

 As of
 (audited)

 As of
 (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

 NOTES

 FOR

 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

 As of

 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

 As of

 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.

OF OTHER RECEIVABLES PREPAYMENTS AND DEPOSITS

 As of

 As of

 Other receivables

 $
 4,924

 $

 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 MYR 128,550) 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

 NOTES

 FOR

 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:

OF TRADE PAYABLES

 As of

 As of

 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 RM 153,588.76. 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 MYR 90,000.00 ("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:

 SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

 As of

 As of

 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

 For the year ended

 Installation service

 $

 $

 Total revenue

 $

 $

 F- 17

 NOTES

 FOR

 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:

 SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF INCOME
(LOSS) BEFORE INCOME TAX

 Year ended

 Year ended

 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
)

)

 The
provision for income taxes consisted of the following:

 SCHEDULE OF PROVISION FOR INCOME TAX

 Year ended

 Year ended

 Current:

 - Local

 $

 $
 -

 - Foreign

 -

 -

 Deferred:

 $

 $

 - Local

 $
 -

 $
 -

 - Foreign

 $
 -

 $
 -

 Income tax expense

 $

 $
 -

 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

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.

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

 NOTES

 FOR

 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:

 SCHEDULE OF INITIAL RECOGNITION OF OPERATING LEASE
RIGHT AND LEASE LIABILITY

 As of

 As of

 Gross lease payable

 $
 107,053

 $
 107,053

 Less: imputed interest

 ( 9,359
)

 ( 9,359
)

 Initial recognition

 $
 97,694

 $
 97,694

 F- 19

 NOTES

 FOR

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

 SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

 As of

 As of

 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:

OF OPERATING LEASE LIABILITY

 As of

 As of

 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

 NOTES

 FOR

 Other
information:

 SCHEDULE OF OTHER INFORMATION

 2025

 2024

 Year ended July 31,

 2025

 2024

 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:

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

 Percentage of Revenue

 Trade Receivable

 Customer A

 $
 400,465

 $
 -

 %

 -

 $
 201,143

 -

 Customer B

 -

 $
 631,931

 -

 %

 -

 $

 Customer C

 -

 $
 581,406

 -

 %

 -

 $
 7,183

 $
 400,465

 $
 1,213,337

 %

 %

 $
 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

 -

 %

 -

 -

 -

 Vendor B

 $
 53,701

 -

 %

 -

 $
 16,940

 -

 Vendor C

 -

 $
 132,442

 -

 %

 $
 23,532

 $
 21,741

 Vendor D

 -

 $
 130,177

 -

 %

 -

 -

 Vendor E

 $
 41,760

 -

 %

 -

 $
 7,639

 -

 Vendor F

 $
 24,866

 -

 %

 -

 $
 22,887

 -

 Vendor G

 $
 19,786

 -

 %

 -

 -

 -

 $
 234,870

 $
 262,619

 %

 %

 $
 70,998

 $
 21,741

 F- 21

 NOTES

 FOR

 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:

OF INTER-SEGMENT SALES

 United States

 Hong Kong

 Total

 For the year ended July 31, 2025

 United States

 Hong Kong

 Total

 $
 -

 $

 $
 -

 $

 -

)

 -

)

 Net loss

 ( 337,068
)

 ( 102,971
)

 ( 18,325
)

)

 Total assets

 $
 962,582

 $
 565,479

 $
 23,613

 $

 United States

 Hong Kong

 Total

 For the year ended July 31, 2024

 United States

 Hong Kong

 Total

 $
 -

 $

 $
 -

 $

 -

)

 -

)

 Net loss

 ( 79,591
)

 ( 337,361
)

 ( 20,829
)

)

 Total assets

 $
 -

 $
 876,508

 $
 45,123

 $

 By
Business unit:

 For the Year Ended July 31, 2025

 By Business Unit

 Solar Business

 Total

 $

 $

)

)

 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

 $

 $

 Capital expenditure

 $
 -

 $
 -

 For the Year Ended July 31, 2024

 By Business Unit

 Solar Business

 Total

 $

 $

)

)

 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

 $

 $

 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:

 SCHEDULE OF SIGNIFICANT TRANSACTION WITH
RELATED PARTY

 As of

 As of

 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

 FOR

 19.
 SUBSEQUENT EVENTS

 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.

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.

 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.

 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.

 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.

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