8-K
RHINO BITCOIN INC. (RHNO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,DC 20549
FORM 8-K
CURRENT REPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 9, 2021
PHOENIXPLUS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 333-233778 | 61-1907981 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
RM510,WAYSON COMMERCIAL BUILDING
28,CONNAUGHT ROAD WEST
HONGKONG
(Address of principal executive offices (zip code))
+852 8120 0914
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock | The<br> OTC Market – Pink Sheets |
ITEM 8.01 OTHER EVENTS
On July 7, 2021, resolved to close the offering (the “Offering”) from the registration statement on Post-Effective Amendment No.1 to Form S-1 dated February 26, 2021, that had been declared effective by the Securities and Exchange Commission on March 12, 2021. The Offering resulting in 782,000 shares of common stock being sold at $1.00 per share for a total of $782,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | CONSENT IN WRITING OF BOARD OF DIRECTOR OF PHOENIX PLUS CORP. IN LIEU OF AN ORGANIZATIONAL MEETING |
|---|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHOENIX<br> PLUS CORP. | ||
|---|---|---|
| Date:<br> July 9, 2021 | By: | /s/ FONG TECK KHEONG |
| FONG<br> TECK KHEONG | ||
| Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary and Treasurer | ||
| (Principal<br> Executive Officer) |
EXHIBIT INDEX
| 99.1 | CONSENT IN WRITING OF BOARD OF DIRECTORS OF PHOENIX PLUS CORP. IN LIEU OF AN ORGANIZATIONAL MEETING |
|---|
Exhibit 99.1
CONSENTIN WRITING OFBOARD OF DIRECTOR OFPHOENIX PLUS CORP.
INLIEU OF AN ORGANIZATIONAL MEETING
July 7, 2021
Pursuant to Sections 78.315 of the Nevada Revised Statutes, the undersigned being the Director of PHOENIX PLUS CORP., a Nevada corporation (the “Company”), does hereby authorize, approve, and consent to the adoption of the following resolutions and the actions contemplated therein, without meeting:
1.Issuance of shares
WHEREASvarious subscribers have agreed to subscribe for and have paid for shares of common stock in the capital of the Company pursuant to the Company’s registration statement on Post-Effective Amendment to Form S-1, which was declared effective on March 12, 2021;
THATshares of common stock be issued to the following Individual:
| Name | Share to issue | Payment | Per share price | |||
|---|---|---|---|---|---|---|
| ANG LUO LING | 5,000 | $ | 5,000 | $ | 1.00 | |
| CHAN YEW WAH | 10,000 | $ | 10,000 | $ | 1.00 | |
| CHEONG CHEE SENG | 5,000 | $ | 5,000 | $ | 1.00 | |
| CHEONG CHUI LENG | 5,000 | $ | 5,000 | $ | 1.00 | |
| CHIN JEUN JYE | 10,000 | $ | 10,000 | $ | 1.00 | |
| CHIN FUI LING | 5,000 | $ | 5,000 | $ | 1.00 | |
| CHONG CHEE HIN | 5,000 | $ | 5,000 | $ | 1.00 | |
| CHONG CHIN CHON | 1,000 | $ | 1,000 | $ | 1.00 | |
| CHUA ENG KA | 70,000 | $ | 70,000 | $ | 1.00 | |
| CHUA SHIOW CHING | 10,000 | $ | 10,000 | $ | 1.00 | |
| CHUA YI LING | 20,000 | $ | 20,000 | $ | 1.00 | |
| CHUO NGWAN CHOU | 20,000 | $ | 20,000 | $ | 1.00 | |
| GOEY YONG KEAN | 3,000 | $ | 3,000 | $ | 1.00 | |
| HAN SHEE YEN | 5,000 | $ | 5,000 | $ | 1.00 | |
| HENG SING TOAL | 6,000 | $ | 6,000 | $ | 1.00 | |
| --- | --- | --- | --- | --- | --- | |
| HEW YOKE HAR | 10,000 | $ | 10,000 | $ | 1.00 | |
| JANE KANG YIH SHIN | 5,000 | $ | 5,000 | $ | 1.00 | |
| KHOO GIH WAH | 5,000 | $ | 5,000 | $ | 1.00 | |
| KHOO KIM TENG | 5,000 | $ | 5,000 | $ | 1.00 | |
| KOH POH HUAT | 5,000 | $ | 5,000 | $ | 1.00 | |
| KONG NYOONG LEE | 100,000 | $ | 100,000 | $ | 1.00 | |
| KONG YEE ZHE | 5,000 | $ | 5,000 | $ | 1.00 | |
| KONG YEE SYEN | 5,000 | $ | 5,000 | $ | 1.00 | |
| LAW YIT FOONG | 10,000 | $ | 10,000 | $ | 1.00 | |
| LEE CHANG CHERN | 5,000 | $ | 5,000 | $ | 1.00 | |
| LEE CHONG SOON | 1,000 | $ | 1,000 | $ | 1.00 | |
| LEE ENG CHUAN | 5,000 | $ | 5,000 | $ | 1.00 | |
| LEE HONG CHOO | 5,000 | $ | 5,000 | $ | 1.00 | |
| LIM NGIAT FOONG | 10,000 | $ | 10,000 | $ | 1.00 | |
| LOH LEE CHIN | 5,000 | $ | 5,000 | $ | 1.00 | |
| LUM WENG KEONG | 11,000 | $ | 11,000 | $ | 1.00 | |
| NG AI REEN | 5,000 | $ | 5,000 | $ | 1.00 | |
| NG CHONG CHUN | 10,000 | $ | 10,000 | $ | 1.00 | |
| NG SOO CHENG | 20,000 | $ | 20,000 | $ | 1.00 | |
| NGAM TONG JONG | 5,000 | $ | 5,000 | $ | 1.00 | |
| POK WEI CHENG | 10,000 | $ | 10,000 | $ | 1.00 | |
| SOH BAN HUAT | 10,000 | $ | 10,000 | $ | 1.00 | |
| TAN CHONG KEE | 5,000 | $ | 5,000 | $ | 1.00 | |
| TAN HOCK BOON | 15,000 | $ | 15,000 | $ | 1.00 | |
| TAN KEAN WIN | 3,000 | $ | 3,000 | $ | 1.00 | |
| TAN KIM AN | 30,000 | $ | 30,000 | $ | 1.00 | |
| TAN KIM LYE | 47,000 | $ | 47,000 | $ | 1.00 | |
| --- | --- | --- | --- | --- | --- | |
| TAN SZE CHET | 5,000 | $ | 5,000 | $ | 1.00 | |
| TAN TEONG LOKE | 10,000 | $ | 10,000 | $ | 1.00 | |
| TANG KWAI CHENG | 5,000 | $ | 5,000 | $ | 1.00 | |
| TEH SIEW HUAN | 5,000 | $ | 5,000 | $ | 1.00 | |
| THAM WEI PING | 50,000 | $ | 50,000 | $ | 1.00 | |
| TOH KIM LIAN | 5,000 | $ | 5,000 | $ | 1.00 | |
| WANG AH FOONG | 10,000 | $ | 10,000 | $ | 1.00 | |
| WANG KAM | 20,000 | $ | 20,000 | $ | 1.00 | |
| WONG KAM PIEW | 40,000 | $ | 40,000 | $ | 1.00 | |
| WONG MUN HING @ WONG SAI KONG | 5,000 | $ | 5,000 | $ | 1.00 | |
| WONG SOOI CHEONG | 25,000 | $ | 25,000 | $ | 1.00 | |
| YA SIN YEE | 5,000 | $ | 5,000 | $ | 1.00 | |
| YAP AI CHOO | 5,000 | $ | 5,000 | $ | 1.00 | |
| YAP GEOK HWA | 5,000 | $ | 5,000 | $ | 1.00 | |
| YAP KEN ZEN | 10,000 | $ | 10,000 | $ | 1.00 | |
| YAP SENG POW | 5,000 | $ | 5,000 | $ | 1.00 | |
| YEAP KHENG LEAN | 5,000 | $ | 5,000 | $ | 1.00 | |
| YEOW YIN YEE | 20,000 | $ | 20,000 | $ | 1.00 | |
| YONG XU SEN | 5,000 | $ | 5,000 | $ | 1.00 | |
| YOON SEW PENG | 10,000 | $ | 10,000 | $ | 1.00 | |
| TOTAL | 782,000 | $ | 782,000 | $ | 1.00 |
NOW,THEREFORE, BE IT:
RESOLVED, that the Initial Public Offering be closed as of the date first written above.
RESOLVED, that the Company be, and hereby is authorized to enter into subscription agreements to sell the Shares pursuant to the Initial Public Offering; and be it further
RESOLVED, that any and all actions taken by the officers and directors of the Company in connection with the foregoing resolutions be an hereby are approved and ratified as if approved prior to such actions being taken; and be it further
RESOLVED, that the proper officers be, and they and each of them hereby are, authorized and empowered, in the name of the Company and on its behalf, to do all such further acts and things and to execute, and deliver all such additional documents, instruments and certificates, as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable for the purposes of carrying out the foregoing resolutions, any such determination to be conclusively evidenced by the doing by such officers of any such act or thing, or the execution and delivery by such officers of any such additional documents, instruments or certificates.
INWITNESS HEREOF, the undersigned have executed this Written Consent as of the date first written above.
DIRECTOR:
| /s/ FONG TECK KHEONG |
|---|
| FONG TECK KHEONG |
| Director,<br> President, Secretary and Treasurer |
| Date:<br> July 7, 2021 |