Rhino Bitcoin Inc 10-K, filed Oct 30, 2023

Rhino Bitcoin Inc. (RHNO)

10-K 2023-10-30 For: 2023-07-31

Added on April 06, 2026

About this 10-K

Rhino Bitcoin Inc filed this 10-K on October 30, 2023, covering the fiscal year ended July 31, 2023.

Headline figures

Fiscal year ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $99.83K; up 379.4% from $20.83K a year earlier
Net loss: $389.24K; compared with a net loss of $609.62K a year earlier
Diluted EPS: -$0.00; compared with -$0.00 a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PXPC		The OTC Market – Pink Sheets

Class		Outstanding at July 31, 2023
Common Stock, $.0001 par value		332,699,500

		Page #
PART I

Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mine Safety Disclosure	3

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	9
Item 9B.	Other Information	9

PART III

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

PART IV

Item 15.	Exhibits, Financial Statement Schedules	16

SIGNATURES		17

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

	●	The “Company,” “we,” “us,” or “our,” “Phoenix” are references to Phoenix Plus Corp., a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

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

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

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

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

●	Provide end-to-end services from engineering design, planning and procurement, construction and installation up to testing and commissioning;

●	Construction and installation of solar PV facilities including residential, commercial and industrial properties, and

	As of and for the year ended July 31,
	2023		2022

Year-end MYR: US$1 exchange rate		4.55		4.45
Year-average MYR: US$1 exchange rate		4.50		4.25
Year-end HK$: US$1 exchange rate		7.79		7.85
Year-average HK$: US$1 exchange rate		7.83		7.81

	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.

	NAME	AGE	POSITION
1.	Fong Teck Kheong	55	Chief Executive Officer, President, Secretary, Treasurer, Director

2.	Lee Chong Chow	52	Chief Executive Officer, President, Secretary, Treasurer, Director

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

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Fong Teck Kheong, Chief Executive Officer, President, Secretary, Treasurer, Director (1)	For the year ended July 31, 2023		17,485		-		-		-		-		-		-		17,485
	For the year ended July 31, 2022		30,000		2,750		-		-		-		-		-		32,750
Lee Chong Chow, Chief Executive Officer, President, Secretary, Treasurer, Director (2)	For the year ended July 31, 2023		-		-		-		-		-		-		-		-
	For the year ended July 31, 2022		-		-		-		-		-		-		-		-

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Lee Chong Chow¹, Chief Executive Officer, President, Secretary, Treasurer and Director Address: No.86, Jalan Saujana Duta 12, Saujana Duta S2 Heights, 70300 Seremban, Negeri Sembilan, Malaysia		119,563,100		35.94	%		35.94	%

All of executive officers and director as a group		119,563,100		35.94	%		35.94	%

5% or greater shareholders (excluding officers/directors)
Terence W. Tulus		108,000,000		32.46	%		32.46	%
How Kok Choong²		26,250,000		7.89	%		7.89	%

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

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

	For the Year Ended July 31, 2023		For the Year Ended July 31, 2022
Audit fees	$	21,500	$	21,500
Total	$	21,500	$	21,500

	Page

Index	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations and Comprehensive Loss	F-5

Consolidated Statements of Stockholders’ Equity	F-6

Consolidated Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8 – F-19

3.1	Articles of Incorporation**

3.2	Bylaws**

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1	Section 1350 Certification of principal executive officer*

	PHOENIX PLUS CORP.
	(Name of Registrant)

Date: October 30, 2023	By:	*/s/* LEE CHONG CHOW
	Title:	Chief Executive Officer,
		President, Director, Secretary and Treasurer

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2 – F-3

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations and Comprehensive Loss	F-5

Consolidated Statements of Changes in Stockholders’ Equity	F-6

Consolidated Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8 - F-19

	(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.

Project activities

Revenue:	USD16,908	(17% of the Company’s revenue)
Cost of sales:	USD13,592	(16% of the Company’s cost of sales)

	(a)	Obtained an understanding of the processes and internal controls over the accuracy and timing of revenue recognised 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.

*/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
October 30, 2023

	As of			As of
	July 31, 2023 (Audited)			July 31, 2022 (Audited)

ASSETS
Current assets
Trade receivables	$	12,088		$	868
Contract assets		18,723			-
Other receivables, prepayments and deposits		14,993			14,363
Deferred cost		324			764
Cash at banks		1,108,039			1,537,864
Total current assets		1,154,167			1,553,859
Non-current assets
Property, plant and equipment, net		9,715			2,982
Lease right-of-use asset		86,817			25,781
Equity method investment		-			-
Total non-current assets		96,532			28,763

TOTAL ASSETS		1,250,699			1,582,622

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current liabilities
Lease liabilities, non-current	$	57,606		$	-
Total non-current liabilities		57,606			-

Current liabilities
Trade payables	$	4,202		$	-
Other payables and accrued liabilities		36,747			40,863
Lease liabilities, current		29,211			25,817
Total current liabilities		70,160			66,680

Total liabilities		127,766			66,680

STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding		-
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of July 31, 2023 and 2022 respectively	$	33,270		$	33,270
Additional paid-in capital		3,245,230			3,245,230
Accumulated other comprehensive loss		(5,917	)		(2,145	)
Accumulated deficit		(2,149,650	)		(1,760,413	)
Total stockholders’ equity		1,122,933			1,515,942

TOTAL LIABILITIES AND STOCKHOLDERS’ FUND		1,250,699			1,582,622

	July 31, 2023 (Audited)			July 31, 2022 (Audited)

Revenue	$	99,833		$	20,826

Cost of revenue		(84,322	)		(16,987	)

Gross profit		15,511			3,839

Other income		101			12,138

Operating expenses:
General and administrative expenses		(370,832	)		(304,068	)
Finance cost		(625	)		(1,639	)
Other operating expenses		(33,392	)		(319,887	)

Loss before income tax		(389,237	)		(609,617	)

Income tax expense		-			-

Net loss for the year	$	(389,237	)	$	(609,617	)

Other comprehensive loss:
- Foreign currency translation loss		(3,772	)		(2,145	)

Comprehensive loss	$	(393,009	)	$	(611,762	)

Net loss per share - Basic and diluted		(0.0012	)		(0.0018	)
Net loss per share - Basic		(0.0012	)		(0.0018	)

Weighted average number of common shares outstanding - Basic and diluted		332,699,500			332,699,500
Weighted average number of common shares outstanding - Basic		332,699,500			332,699,500


	COMMON SHARES				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
	Number of Shares		Amount
Balance as of August 1, 2021		332,699,500		33,270		3,245,230		-			(1,150,796	)		2,127,704
Net loss for the year		-		-		-		-			(609,617	)		(609,617	)
Foreign currency translation adjustment		-		-		-		(2,145	)		-			(2,145	)
Balance as of July 31, 2022		332,699,500	$	33,270	$	3,245,230	$	(2,145	)	$	(1,760,413	)	$	1,515,942
Balance		332,699,500	$	33,270	$	3,245,230	$	(2,145	)	$	(1,760,413	)	$	1,515,942
Net loss for the year		-		-		-		-			(389,237	)		(389,237	)
Foreign currency translation adjustment		-		-		-		(3,772	)		-			(3,772	)
Balance as of July 31, 2023		332,699,500	$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Balance		332,699,500	$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933

	2023			2022
	Year ended July 31
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(389,237	)	$	(609,617	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,302			60
Share of loss in associate company		-			335
Impairment loss on investment in associate company		-			231,705
Operating lease expenses		(61,036	)		13,067
Changes in operating assets and liabilities:
Trade receivables		(11,220	)		39,033
Contract assets		(18,723	)		-
Other receivables, prepayments and deposits		(630	)		(2,055	)
Deferred cost		440			(764	)
Trade payable		4,202			(38,738	)
Other payables and accrued liabilities		(4,116	)		12,185
Operating lease liabilities		61,000			(13,031	)
Net cash used in operating activities		(418,018	)		(367,820	)

CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property, plant and equipment	$	(8,089	)	$	(3,042	)
Net cash used in investing activity		(8,089	)		(3,042	)

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

Effect of exchange rate changes on cash and cash equivalents	$	(3,718	)	$	(2,146	)

Net decrease in cash and cash equivalents		(429,825	)		(373,008	)
Cash and cash equivalents, beginning of year		1,537,864			1,910,872
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1,108,039		$	1,537,864
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

Classification		Estimated useful life
Leasehold improvement		21 months
Computer hardware and software		5 years
Tools and gauges		5 years

	As of July 31, 2023 (Audited)			As of July 31, 2022 (Audited)
Leasehold improvement	$	114,263		$	114,263
Computer hardware and software		8,918			2,481
Tools and gauges		2,213			561
Total		125,394			117,305
Accumulated depreciation		(115,625	)	$	(114,323	)
Effect of translation exchange		(56	)		-
Property, plant and equipment, net	$	9,715		$	2,982

	As of July 31, 2023 (audited)			As of July 31, 2022 (audited)
Investment, at cost	$	232,040		$	232,040
Equity method loss		(335	)		(335	)
Impairment loss on investment		(231,705	)		(231,705	)
Equity method investment	$	-		$	-

	As of July 31, 2023 (Audited)		As of July 31, 2022 (Audited)
Cost incurred	$	15,224	$	-
Attributable profit		3,499		-
Contract assets, gross		18,723		-
Progress billings		-		-
Total contract assets	$	18,723	$	-

	As of July 31, 2023 (Audited)		As of July 31, 2022 (Audited)
Other receivables	$	-	$	1,086
Deposits		12,325		4,850
Prepayments		2,668		8,427
Total other receivables, prepayments and deposits	$	14,993	$	14,363

	As of July 31, 2023 (Audited)		As of July 31, 2022 (Audited)
Accrued audit fees	$	14,000	$	14,000
Other payable and accrued liabilities		22,747		26,863
Total other payables and accrued liabilities	$	36,747	$	40,863

	For the year ended July 31, 2023 (Audited)		For the year ended July 31, 2022 (Audited)
Consultancy service provided	$	-	$	19,918
Installation service		99,833		908
Total revenue	$	99,833	$	20,826

	Year ended July 31, 2023			Year ended July 31, 2022
Tax jurisdictions from:
Local	$	(58,593	)		(357,958	)
Foreign, representing
- Labuan	$	(31,427	)		(79,060	)
- Hong Kong	$	(142,222	)		(152,154	)
- Malaysia		(156,995	)		(20,445	)
Loss before income tax	$	(389,237	)		(609,617	)