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RHNO 10-K & 10-Q changes, risk factors and insider trading

Rhino Bitcoin Inc. · OTC · Construction - Special Trade Contractors · CIK 1785493 · All filings on SEC.gov

Everything below is quoted or computed from Rhino Bitcoin Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 4risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-11-13 (period ending 2025-07-31) with 10-K filed 2024-11-13 (period ending 2024-07-31).

Risk Factors (10-K Item 1A)

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224 → 7words in section

The section in the latest 10-K reads in full:

Not required for a smaller reporting company.

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text
“This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.”
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Removed text
“An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.”
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Removed text
“We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.”
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Removed text
“Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.”
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Added

Not required for a smaller reporting company.

Removed

Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

Removed

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Removed

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

Removed

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

15new paragraphs
13removed paragraphs
13reworded paragraphs
2,895 → 3,073words in section

New heading “Accounting Standards Issued, Adopted”

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

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

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text
“The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.”
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New text topics: 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. …”
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Removed text
“The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.”
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New text topics: going concern
“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. …”
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New text topics: 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.”
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New text topics: liquidity
“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. …”
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Full comparison: every changed paragraph (41)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

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.

Added

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.

Removed

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

Removed

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

Removed

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

Reworded

During the years ended July 31, 2024 and 2025, Phoenix Plus Corp., a Nevada Corporation, is a company that operatesoperated through its wholly owned subsidiary, Phoenix Plus Corp.,Labuan a Company organized in Labuan, Malaysia. It should be noted that our wholly(which owned subsidiary, Phoenix Plus Corp., owns 100% of Phoenix Plus International Limited, an operating Hong Kong Companycompany and 100% of Phoenix Green Energy Sdn. Bhd., an operating Malaysia company,company). whichDuring aresuch describedperiods, the Company was engaged in providing technical consultancy on solar power systems and consultancy on green energy below.solutions.

Added

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.

Removed

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 3/137B, Batu 5, Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia which completed renovation in September 2019. The office space is 12,000 square feet and to date the Company has spent $114,263 towards ongoing renovations. These renovations 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. Our office space is rented by Phoenix Plus International Limited for a 12-month period from July 1, 2019 to June 30, 2020, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 4,500 over the course of the lease. The Company had decided to renew the tenancy agreement for another 12 months’ period at a monthly rental of MYR 6,500 from July 1, 2020 to June 30, 2021 with the landlord. The Company has further renewed the tenancy agreement for another 24 months with bi-monthly payments in the amount of MYR 7,500 over the course of the lease from July 1, 2021 to June 30, 2023.

Removed

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

Removed

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

Removed

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

Removed

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

Reworded

The Company generated revenue of $1,232,326$478,159 and $99,833$1,232,326 for the year ended July 31, 20242025 and 2023.2024. The revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant. The decrease in revenue was mainly due to the completion of several major solar installation projects in the previous financial year.

Reworded

For the year ended July 31, 20242025 and 2023,2024, cost incurred in providing consultancy services and installation services iswas $1,284,930$411,361 and $84,322.$1,284,930. The Company generated gross profit / (loss) /of profit$66,798 ofand $(52,604) and $15,511 for the year ended July 31, 20242025 and 2023. The decline in profitability is attributed to project delays, higher labor costs, and additional expenses incurred for replacing damaged items.2024.

Reworded

General and administrative expenses for the year ended July 31, 20242025 and 20232024 amounted to $379,088$572,495 and $370,832$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.

Reworded

The Company recorded an amount of $3,692$57,491 and $101$3,692 as other income for the year ended July 31, 20242025 and 20232024 respectively. This income is is derived from unrealized gain on foreign exchange, bank interest income and thegain forfeitureon derecognition of advances.right-of-use and lease liabilities.

Reworded

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 as compared to $389,237 for the year ended July 31, 2023.2024. The increase in net loss of $48,544 was resulted from the grossincrease lossin margingeneral incurred.and administrative expenses. Taking into account the loss for the year ended July 31, 2024, 2025, the accumulated loss for the Company has increased from $2,149,650$2,587,431 to $2,587,431.$3,045,795.

Reworded

As of July 31, 2024,2025, we had cash and cash equivalents of $434,351$25,052 as compared to $1,108,039$434,351 for the year ended July 31, 2023. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.2024.

Added

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.

Added

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.

Reworded

For the financial year ended July 31, 20242025 and 2023, the2024, net cash used in investing activities was $13,967$3,030 and $8,089.$13,967. The investing cash flow performance primarily reflects the purchase of property, plant and equipment.

Added

Going Concern

Added

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.

Added

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.

Reworded

The consolidated financial statements for Phoenix Plus Corp. (now known as Rhino Bitcoin Inc.) and its subsidiaries for the year ended July 31, 20242025 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.

Reworded

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

Reworded

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 renewablegreen energy turnkeysolutions solutions,engineering includingprojects, engineering, procurement, constructionship and commissioning (“EPCC”),offshore solarmaintenance, PV installation services on our customers on engineering, equipment procurementrepair and transportation,operation construction on solar plant.services. The Company measures the performance of service work done by comparing the actual costs incurred with the estimated total costs required to complete the services. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognized.

Added

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).

Added

Accounting Standards Issued, Adopted

Removed

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. As required by the standard, the Company will adopt the provisions of the new standard effective August 1, 2019, using the required modified retrospective approach. We believe the adoption will not have a material impact on our financial statements.

Removed

Recent accounting pronouncements

Removed

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

Reworded

In November 2023, the FASB issued ASU 2023-072023-07, “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, 20232023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company isalready currently evaluating the impactadopted this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

Added

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

Added

Management periodically reviews new accounting standards that are issued.

Added

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.

Added

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.

Added

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.

Removed

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

Removed

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

Reworded

The Company has no off-balance sheet arrangementsarrangements.

What changed in the latest 10-Q

Comparing 10-Q filed 2025-06-09 (period ending 2025-04-30) with 10-Q filed 2025-03-10 (period ending 2025-01-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
30 → 30words in section

The section in the latest 10-Q reads in full:

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

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

0new paragraphs
2removed paragraphs
18reworded paragraphs
1,745 → 1,600words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded

Paragraph as it now reads, with added and removed wording marked:

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated January,October 2025,30, 2023, for the year ended July 31, 20242023 and presumes that readers have access to, and will have read, the “Management’s Discussion Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial financial statements included elsewhere in this Form 10-Q.
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Removed text
“On August 21 ,2024, Phoenix Plus Corp. (the “Company”) closed the transactions contemplated by a stock issuance agreement (the “Stock Issuance Agreement”) between Radiance Holdings Corp, a Nevada incorporated entity (the “Purchaser”), and SIX (6) shareholders (the “Sellers”) of the Company. Pursuant to the stock issuance agreement, the Purchaser issued 276,313,100 shares of the common stock of the Purchaser, par value $0.0001, to the Sellers. …”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, cost incurred in providing consultancy services and installation services are $90,683 $289,135 and $880,491$1,149,608 respectively. The Company generated gross profit/(loss) of $1,947$31,405 and $51,867 $(76,349) for the sixnine months ended JanuaryApril 31, 2025 and 2024 respectively, representing a gross margin of approximately 1.8% and 5.6% for the six months ended January 31,30, 2025 and 2024 respectively.
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Removed text
“The Shares represent approximately 83.05% of the Company’s issued and outstanding common stock as of the Closing. Upon Closing, the Purchaser became a controlling shareholder of the Company.”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

For the three months ended JanuaryApril 31,30, 2025 and 2024, cost incurred in providing consultancy services and installation services are $44,384$198,452 and $502,181$269,117 respectively. The Company generated gross profit/(loss) of $17,539$29,458 and $(13,894128,216) for the three months ended JanuaryApril 31,30, 2025 and 2024 respectively.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

For the three months ended JanuaryApril 31,30, 2025 and 2024, the Company has generated revenue of $61,923$227,910 and $488,287$140,901 respectively. The revenue revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment equipment procurement and transportation, construction on solar plant.
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Full comparison: every changed paragraph (20)

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Reworded

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated January,October 2025,30, 2023, for the year ended July 31, 20242023 and presumes that readers have access to, and will have read, the “Management’s Discussion Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial financial statements included elsewhere in this Form 10-Q.

Removed

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

Removed

The Shares represent approximately 83.05% of the Company’s issued and outstanding common stock as of the Closing. Upon Closing, the Purchaser became a controlling shareholder of the Company.

Reworded

For the three months ended JanuaryApril 31,30, 2025 and 2024

Reworded

For the three months ended JanuaryApril 31,30, 2025 and 2024, the Company has generated revenue of $61,923$227,910 and $488,287$140,901 respectively. The revenue revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment equipment procurement and transportation, construction on solar plant.

Reworded

For the three months ended JanuaryApril 31,30, 2025 and 2024, cost incurred in providing consultancy services and installation services are $44,384$198,452 and $502,181$269,117 respectively. The Company generated gross profit/(loss) of $17,539$29,458 and $(13,894128,216) for the three months ended JanuaryApril 31,30, 2025 and 2024 respectively.

Reworded

For the three months ended JanuaryApril 31,30, 2025 and 2024, we had incurred general and administrative expenses in the amount of $77,145$164,890 and $101,504.$78,742. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Reworded

The Company recorded an amount of $(15,266)$22,561 and $3,739$9 as other income for the three months ended JanuaryApril 31,30, 2025 and 2024. This income is derived derived from the interest income and foreign exchange gain.

Reworded

Our net loss for three months ended JanuaryApril 31,30, 2025 and 2024 waswere $135,479$115,119 and $112,927.$212,310 respectively. The net loss mainly derived from the general and administrative expenses incurred.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, the Company has generated revenue of $92,630$320,540 and $932,358$1,073,259 respectively. 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.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, cost incurred in providing consultancy services and installation services are $90,683 $289,135 and $880,491$1,149,608 respectively. The Company generated gross profit/(loss) of $1,947$31,405 and $51,867 $(76,349) for the sixnine months ended JanuaryApril 31, 2025 and 2024 respectively, representing a gross margin of approximately 1.8% and 5.6% for the six months ended January 31,30, 2025 and 2024 respectively.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, we had incurred general and administrative expenses in the amount of $250,926$415,816 and $199,486.$278,228. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Reworded

The Company recorded an amount of $20,386$42,947 and $18$27 as other income for the sixnine months ended JanuaryApril 31,30, 2025 and 2024. This income is derived from the interest income and foreign exchange gain.

Reworded

Our net loss for sixnine months ended JanuaryApril 31,30, 2025 and 2024 were $231,679$346,760 and $156,747.$369,057. The net loss mainly derived from the general and administrative administrative expenses incurred.

Reworded

As of JanuaryApril 31,30, 2025 and 2024, we had cash and cash equivalents of $277,841$156,131 and $740,522.$561,363. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, net cash used in operating activities was $145,107$256,857 and $366,971$509,914 respectively. The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, net cash provided by financing activities was $0 and $0. The financing cash flow performance primarily reflects sale of common stock and collection of subscription receivables.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2025 and 2024, the net cash used in investing activities was $1,732$1,438 and $1,647$2,350. The investing cash flow performance primarily reflects the purchase of plant and equipment.

Reworded

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of JanuaryApril 31,30, 2025.

RHNO insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding RHNO (13F)

None of the 59 investors we track reported a position in their latest 13F.

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