Rhino Bitcoin (RHNO) reveals Rhino Digital losses, reverse merger and debt
Rhea-AI Filing Summary
Rhino Bitcoin Inc. filed Amendment No. 1 to an 8-K to add audited financial statements for its acquisition target, Rhino Digital Inc. For 2024, Rhino Digital generated only $4,567 of transaction-fee revenue and recorded a net loss of $16,337,370, widening from $6,185,849 in 2023.
At December 31, 2024, Rhino Digital reported total assets of $2,868,750, including Bitcoin valued at $1,994,767, against total liabilities of $12,282,403, resulting in a shareholders’ deficit of $(9,413,653). Its auditor issued a going concern warning due to large deficits, negative operating cash flow, and heavy reliance on convertible debt and derivative financing.
The notes also describe a reverse merger completed on August 19, 2025, through which Rhino Digital became the accounting acquirer of Rhino Bitcoin and its stakeholders received 73,295,981 RHNO common shares and 200,000 Series A preferred shares with 51% voting power, alongside multiple subsequent equity and convertible debt financings.
Positive
- None.
Negative
- Severe losses and deficit: Rhino Digital reported a 2024 net loss of $16,337,370 on revenue of only $4,567, leading to a shareholders’ deficit of $(9,413,653) as of December 31, 2024.
- Going concern uncertainty: The independent auditor highlighted negative operating cash flows, large working capital and accumulated deficits, and other factors that raise substantial doubt about Rhino Digital’s ability to continue as a going concern.
- High leverage and derivatives: Rhino Digital carried a derivative liability of $8,175,941 and convertible loans of $3,080,708 at December 31, 2024, reflecting significant use of complex, potentially highly dilutive financing.
Insights
Amended 8-K reveals deep losses, heavy derivatives, and going-concern risk at Rhino Digital.
Rhino Digital Inc., now the accounting acquirer of Rhino Bitcoin Inc., posted minimal 2024 revenue of $4,567 and a net loss of $16,337,370, leaving a shareholders’ deficit of $(9,413,653) as of December 31, 2024. This scale of loss versus revenue shows an early-stage, highly unprofitable model.
Liabilities are dominated by a derivative liability of $8,175,941 and convertible loans totaling $3,080,708, both tied to complex variable conversion terms. The auditor cites negative operating cash flows and significant working capital and accumulated deficits as raising substantial doubt about ongoing viability.
The subsequent August 19, 2025 reverse merger made Rhino Digital the operating business behind RHNO and issued 73,295,981 common shares and 200,000 Series A preferred shares with 51% voting power. Multiple subsequent equity sales at $0.50–$1.00 per share and a Bitcoin-backed 18% secured convertible debenture highlight continued dependence on external capital.
8-K Event Classification
Key Figures
Key Terms
going concern financial
derivative liability financial
embedded conversion derivative financial
reverse stock split financial
Series A Preferred Stock financial
convertible loans financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Exchange Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of Business Acquired. See Exhibit 99.3 and 99.4.
(b) Pro forma financial information. Pro forma financial information with respect to the disposition of Phoenix Plus Labuan was previously filed as Exhibit 99.1. The required pro forma financial information with respect to the acquisition of Rhino Digital Inc. will be filed by amendment as Exhibit 99.2.
(c) Shell company transactions. Not applicable.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Pro forma financial information (disposition of Phoenix Plus Labuan) (previously filed) | |
| 99.2 | Pro forma financial information (acquisition of Rhino Digital Inc.) (to be filed by amendment) | |
| 99.3 | Financial statements for years ended December 31, 2024 and 2023 of Rhino Digital Inc. (filed herewith) | |
| 99.4 | Financial statements for six months ended June 30, 2025 of Rhino Digital Inc. (to be filed by amendment) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements 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: April 15, 2026 | By: | /s/ Lyle Hauser |
| Name: | Lyle Hauser | |
| Title: | Chief Executive Officer | |
Exhibit 99.3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Rhino Digital, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Rhino Digital, Inc. (“the Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 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 December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a negative cash flows from operations, and a significant working capital and accumulated deficit. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. 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 audit. 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 audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States. 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2025.
Spokane, Washington
April 15, 2026
Rhino Digital, Inc.
Balance Sheets
December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 781,461 | $ | 1,030,465 | ||||
| Investment in bitcoin (Net of unrealized gains of $793,250) | 1,994,767 | - | ||||||
| Prepaid expenses | 1,254 | 10,021 | ||||||
| Total current assets | 2,777,482 | 1,040,486 | ||||||
| Non-current assets | ||||||||
| Security deposits | 5,000 | - | ||||||
| Right of use asset | 69,325 | - | ||||||
| Property and equipment, net | 16,943 | 15,207 | ||||||
| Total non-current assets | 91,268 | 15,207 | ||||||
| Total assets | $ | 2,868,750 | $ | 1,055,693 | ||||
| LIABILITIES AND SHAERHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 252,257 | $ | 82,002 | ||||
| Accrued Expenses | 639,172 | 850,444 | ||||||
| 69,325 | - | |||||||
| Derivative liability | 8,175,941 | 2,015,409 | ||||||
| Convertible loan payable (net of debt discount of $1,964,392 and $1,297,073, respectively) | 3,095,708 | 324,773 | ||||||
| Note payable | 50,000 | 100,000 | ||||||
| Dividends
| - | 600,000 | ||||||
| Loan from a shareholder (Net of fair value $0 and $225,500, respectively) | - | 420,404 | ||||||
| Total liabilities | 12,282,403 | 4,393,032 | ||||||
| Shareholders’ deficit | ||||||||
| Preferred stock, US$1.00 par value, | 20 | 20 | ||||||
| Common Stock US$0.0001 par value, shares authorized, 150,000,000 and 16,276,4623 shares issued and 668,696 shares issued as of December 31, 2024 and 2023, respectively | 1,629 | 67 | ||||||
| Additional paid in Capital | 22,719,269 | 12,459,775 | ||||||
| Accumulated deficit | (32,134,571 | ) | (15,797,201 | ) | ||||
| Total shareholders’ deficit | (9,413,653 | ) | (3,337,339 | ) | ||||
| Total shareholders’ deficit and liabilities | $ | 2,868,750 | $ | 1,055,693 | ||||
Rhino Digital, Inc.
STATEMENT OF OPERATIONS
| For The Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Revenues | ||||||||
| Transaction fees | $ | 4,567 | $ | - | ||||
| 4,567 | - | |||||||
| General and administrative | 4,478,133 | 4,061,238 | ||||||
| Research and development | 292,018 | 35,738 | ||||||
| Total operating expenses | 4,770,151 | 4,096,976 | ||||||
| Operating losses | (4,765,584 | ) | (4,096,976 | ) | ||||
| Other expenses | ||||||||
| Unrealized gain on Bitcoin | (793,250 | ) | - | |||||
| Gain on settlement of note payable | (50,000 | ) | - | |||||
| Loss
on | 7,838,584 | - | ||||||
| Impairment of customer list | - | 1,060,000 | ||||||
Gain on settlement of notes payable - related party | (1,164,685 | ) | - | |||||
| Interest expense | 1,976,192 | 803,373 | ||||||
| Change in fair value of derivative | 3,940,441 | |||||||
| Loss on disposal of fixed assets | 3,908 | - | ||||||
| Interest expense - related parties | - | 225,500 | ||||||
| Total
other | 11,571,786 | 2,088,873 | ||||||
| (Loss) profit before income taxes | (16,337,370 | ) | (6,185,849 | ) | ||||
| Provision for income taxes expenses | - | - | ||||||
| Net loss | $ | (16,337,370 | ) | $ | (6,185,849 | ) | ||
| Basic and diluted weighted average shares outstanding | ||||||||
| Common Stock | 8,709,947 | |||||||
| Basic and diluted (loss) earnings per share | ||||||||
| Common Stock | $ | (1.88 | ) | $ | ) | |||
Rhino Digital, Inc.
Statements of Changes in Shareholders’ Deficit
| Common Stock | Preferred Stock | Additional paid in Capital | Accumulated Deficit | Total Shareholders’ deficit | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
| Balance as at December 31, 2022 | 557,585 | 56 | 200,000 | 20 | 8,442,267 | (9,611,352 | ) | (1,169,009 | ) | |||||||||||||||||||
| Stock option expense | - | - | - | - | 1,617,519 | - | 1,617,519 | |||||||||||||||||||||
| Purchase of customer list | 44,444 | 4 | - | - | 959,996 | - | 960,000 | |||||||||||||||||||||
| Shares issued for services | 66,667 | 7 | - | - | 1,439,993 | - | 1,440,000 | |||||||||||||||||||||
| Loss for the year | - | - | - | - | - | (6,185,849 | ) | (6,185,849 | ) | |||||||||||||||||||
| Balance as at December 31, 2023 | 668,696 | 67 | 200,000 | 20 | 12,459,775 | (15,797,201 | ) | (3,337,339 | ) | |||||||||||||||||||
| Issuance of shares for services | 27,777 | 3 | - | - | 13,820 | - | 13,823 | |||||||||||||||||||||
| Stock warrant expense | - | - | - | - | 2,023,434 | - | 2,023,434 | |||||||||||||||||||||
| Exercise of stock options | 74,999 | 8 | - | 2,692 | - | 2,700 | ||||||||||||||||||||||
| Capital contribution of accrued salary - related party | - | - | - | - | 885,600 | - | 885,600 | |||||||||||||||||||||
| Capital contribution of accrued dividend- related party | - | - | - | - | 600,000 | - | 600,000 | |||||||||||||||||||||
| Conversion | 15,505,000 | 1,551 | - | - | 6,733,949 | - | 6,735,500 | |||||||||||||||||||||
| Loss for the year | - | - | - | - | - | (16,337,370 | ) | (16,337,370 | ) | |||||||||||||||||||
| Balance as at December 31, 2024 | 16,276,472 | 1,629 | 200,000 | 20 | 22,719,270 | (32,134,571 | ) | (9,413,653 | ) | |||||||||||||||||||
Rhino Digital, Inc.
Statements of Cash Flows
For the year ended December 31, 2022 | For the year ended December 31, 2023 | |||||||
| Operating activities | ||||||||
| Net Loss | $ | (16,337,370 | ) | $ | (6,185,849 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation on plant and equipment | 4,985 | 947 | ||||||
| Amortization of right of use asset | 12,666 | - | ||||||
| Stock based compensation and stock option expense | 2,023,433 | 3,057,519 | ||||||
| Common stock issued for services | 13,823 | - | ||||||
| Change in valuation of derivative | 2,596,382 | 225,500 | ||||||
| Change in fair value of convertible notes | 7,838,541 | - | ||||||
| Gain on settlement of notes payable related party | (1,164,685 | ) | - | |||||
| Interest expense derivatives | 144,150 | 168,888 | ||||||
| Impairment of customer list | - | 1,060,000 | ||||||
| Fair value of related party loans | - | 225,500 | ||||||
| Amortization of debt discount | 2,755,835 | 320,794 | ||||||
| Unrealized gain on Bitcoin | (793,250 | ) | - | |||||
| Loss on exchange of fixed assets | 3,908 | - | ||||||
| Gain on settlement of notes payable | (50,000 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Change in Prepaid Expenses | 8,767 | (4,500 | ) | |||||
| Increase in deposits | (5,000 | ) | - | |||||
| Lease payments | (12,666 | ) | - | |||||
| Change in Accrued expenses | 674,328 | 354,061 | ||||||
| Change in Accounts payable and accrued liabilities | 170,255 | 71,160 | ||||||
| Net cash provided by operating activities | (2,295,260 | ) | (705,980 | ) | ||||
| Cash flows from investing activities | ||||||||
| Bitcoin received for services | (1,517 | ) | - | |||||
| Purchase of equipment | (10,629 | ) | (7,351 | ) | ||||
| (1,200,000 | ) | - | ||||||
| Cash used in an investing activity | (1,212,146 | ) | (7,351 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayment of loan from a shareholder | (179,399 | ) | - | |||||
| Proceeds from notes payable | - | 111,918 | ||||||
| Proceeds from | 2,701 | |||||||
| Proceeds from issuance of convertible debt | 3,435,100 | 1,625,000 | ||||||
| Net cash used in financing activities | 3,258,402 | 1,736,918 | ||||||
| Net increase (decrease) in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of the year | (249,004 | ) | 1,023,587 | |||||
| Cash and cash equivalents at end of the year | 1,030,465 | 6,878 | ||||||
| Non-cash financing activities | $ | 781,461 | $ | 1,030,465 | ||||
| Right of use asset | $ | 81,991 | $ | |||||
| Capital contribution of accrued salary - related party | $ | 885,600 | $ | |||||
| Capital contribution of accrued dividend- related party | $ | 600,000 | $ | |||||
| Conversion of note payable to common stock - related party | $ | 15,505 | $ | |||||
| Record initial | $ | 3,044,023 | $ | 1,621,021 | ||||
| Purchase of customer lists | $ | $ | 1,060,000 | |||||
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Rhino Digital Inc. (the “Company”) was originally incorporated as Endz Meet, Inc. on November 27, 2019, in the State of Nevada, United States. The Company changed its name to Rhino Digital Inc. on February 24, 2021. The Company developed a comprehensive financial App that allows users to manage Bitcoin transactions, pay bills, borrow money, and invest in retirement accounts, all in one seamless and secure platform. The Company is located in Miami Beach, Florida, United States.
Going Concern
The accompanying consolidated financial statements have been prepared, assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $2,282,594 for the year December 31, 2024, and a working capital deficit of $9,504,921 and accumulated deficit of $32,134,571, as of December 31, 2024. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements.
The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.
Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.
| 2. | BASIS OF PRESENTATION |
Basis of presentation and principles of consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) .
Fair value of financial instruments
The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses and other assets, capitalized permit costs, escrow deposits, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), requires companies to determine fair value based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.
The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:
| ● | Level 1: Quoted market prices in active markets for identical assets or liabilities. |
| ● | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. |
| ● | Level 3: Unobservable inputs that are not corroborated by market data. |
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
Other
than bitcoin and
The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and December 31, 2023.
December 31, 2024
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Bitcoin | $ | 1,994,767 | 1,994,767 | - | $ | - | ||||||||||
| Embedded conversion derivative liability | $ | 8,175,941 | $ | - | $ | - | $ | 8,175,941 | ||||||||
| Total | $ | 10,170,708 | $ | 1,994,767 | $ | - | $ | 8,175,941 | ||||||||
December 31, 2023
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Embedded conversion derivative liability | $ | 2,015,409 | $ | - | $ | - | $ | 2,015,409 | ||||||||
| Total | $ | 2,015,409 | $ | - | $ | - | $ | 2,015,409 | ||||||||
Use of Estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and
accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions
Segment reporting
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At December 31, 2024 and December 31, 2023, the Company had approximately $530,000 and $780,000 cash in excess of FDIC limits of $250,000 at any single bank.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
Property and equipment
Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:
Revenue Recognition
Stock Based Compensation
Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
Net Income / (Loss) per Share
Basic
income / (loss) per share amounts are computed based on net income / (loss) divided by the weighted average number of common shares outstanding.
Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.
Income Taxes
We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.
Reverse Stock Split
On
April 5, 2024, the Company approved an amendment to its articles of incorporation to affect a 36-to-1 reverse split of its common
shares effective April 5, 2024. Unless otherwise noted, all share and per share information relating to the Company’s common
shares in these financial statements have been adjusted to reflect the reverse stock split.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
| 3. | PROPERTY AND EQUIPMENT |
2024 | December 31, 2023 | |||||||
| Office equipment | $ | 19,090 | $ | 17,575 | ||||
| Less: accumulated depreciation | (2,147 | ) | (2,368 | ) | ||||
| Property and equipment, net | 16,943 | 15,207 | ||||||
| Impairments | — | — | ||||||
| $ | 16,943 | $ | 15,207 | |||||
During
the year ended December
| 4. | INVESTMENTS |
During the year ended December 31, 2024, the Company purchased 21.33 Bitcoins for $1,200,000. The investments in Bitcoin are revalued to their current market value at each reporting date. Fair value is determined by using the daily price of Bitcoin from Coin Metrics. During the year ended December 31, 2024, the Company recognized an unrealized gain on its investment of $793,250.
| 5. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - RELATED PARTY |
2024 | December 31, 2023 | |||||||
| Accrued salary and consulting fees – related party | $ | 156,585 | $ | 784,383 | ||||
| Accrued Interest | 470,759 | 57,857 | ||||||
| Accrued Interest – related party | — | 8,204 | ||||||
| Other Accrued Expenses | 11,828 | - | ||||||
| $ | 639,172 | $ | 850,044 | |||||
On June 26, 2024, Lyle Hauser forgave $885,600 of accrued salary and was recognized as a capital contribution in the statements of changes in shareholders’ deficiency.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
| CONVERTIBLE DEBENTURES |
During
the year ended December 31, 2023, the Company entered into loan agreements totaling $1,625,000 (the “2023 Convertible Loans”).
The 2023 Convertible Loans bear interest at 12% per annum and have a maturity date of one year after the date of issuance. At maturity,
the 2023 Convertible Loans are convertible into common shares of the Company at a conversion price of 80% of the lower of (i) the price
per share of common stock offered by the Company in the Offering Statement, or (ii) the price per share of common stock of the Company
corresponding to a valuation of the Company (on a fully diluted basis, including without limitation, giving effect to the issuance of
all shares offered under the Offering Statement) of $18,000,000 (subject in all cases to adjustment for stock splits, stock dividends,
and similar transactions). During the year ended December 31, 2024 and December 31, 2023, the interest incurred was
During
the year ended December 31, 2024, the Company entered into loan agreements totaling $3,435,100 (the “2024 Convertible Loans”).
The 2024 Convertible Loans bear interest at 12% per annum and have a maturity date of one year after the date of issuance. At maturity,
the 2024 Convertible Loans are convertible into common shares of the Company at a conversion price of 80% of the lower of (i) the price
per share of common stock offered by the Company in the Offering Statement, or (ii) the price per share of common stock of the Company
corresponding to a valuation of the Company (on a fully diluted basis, including without limitation, giving effect to the issuance of
all shares offered under the Offering Statement) of $18,000,000 (subject in all cases to adjustment for stock splits, stock dividends,
and similar transactions).
The continuity of the Company’s convertible debt is as follows:
| 2023 Convertible loans | 2024 | Total | ||||||||||
| Balance, December 31, 2022 | — | — | — | |||||||||
| Issued during the period | 1,625,000 | 1,625,000 | ||||||||||
| Debt discount on convertible debt | (1,621,031 | ) | — | (1,621,031 | ) | |||||||
| Debt discount amortized | 320,803 | — | 320,803 | |||||||||
| Balance, December 31, 2023 | 324,773 | — | 324,773 | |||||||||
| Issued during the period | — | 3,435,100 | 3,435,100 | |||||||||
| Debt discount on convertible debt | — | (3,435,000 | ) | (3,345,000 | ) | |||||||
| Debt discount amortized | 1,300,227 | 1,455,608 | 2,755,835 | |||||||||
| Balance, December 31, 2024 | $ | 1,625,000 | $ | 1,455,708 | $ | 3,080,708 | ||||||
| LOANS PAYABLE – RELATED PARTY |
As at December 31, 2023, the Company had executed with an entity controlled by the Company’s President and CEO, $194,910 in convertible notes, with a 20% original issue discount. As at December 31, 2023, all the notes were in default with a 6% annual default interest rate. The conversion price of the outstanding balance was the holder shall have the right, at its option, to convert all or a part of the outstanding principal into such number of shares of common stock, equal to twenty-one dollars and sixty cents ($21.60) as may be adjusted for stock splits, stock dividends, subdivisions or combinations of, or similar transactions in, the common shares. The note was recognized at its fair value by using an 11% annual effective interest rate.
During
the
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
| DERIVATIVE LIABILITIES |
The
conversion feature included in the 2023 Convertible Loans and the 2024 Convertible Loans resulted in a variable number of common shares
to be issued.
The
Company used the
The change in the fair value of derivative liabilities is as follows:
| Balance – December 31, 2022 | $ | - | ||
| Loss on change in fair value of the derivative | 394,379 | |||
| Debt discount on new issuance | 1,621,030 | |||
| Balance – December 31, 2023 | $ | 2,015,409 | ||
| Loss on change in fair value of the derivative | 3,116,509 | |||
| Debt discount on new issuance | 3,044,023 | |||
| Balance – December 31, 2024 | $ | 8,175,941 |
The
table below shows
| December 31, 2024 | December 31, 2023 | |||||||
| Expected term | 0.20 – 1 years | 0.56 – 1 years | ||||||
| Expected volatility | 95.0% – 137.4% | 108.2% – 129.6% | ||||||
| Expected dividend yield | — | — | ||||||
| Risk-free interest rate | 4.13% – 5.03% | 4.47% – 5.27% |
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
In September 2022, the Company entered into an agreement to acquire the assets of Wallex, Inc., which concluded in May 2023.
The total acquisition cost includes 44,444 shares with a value based on the latest private placement of $21.60 per share, in addition to an unsecured, non-interest bearing $100,000 note issued to DoWallet, brings the purchase price to $1,060,000 on May 23, 2023. The note is to be repaid upon the closing of a merger transaction.
During the year ended December 31, 2023, the Company recognized an impairment loss of $1,060,000 related to the purchase price of the acquired intangible assets of Wallex, Inc. The impairment was triggered by a delay in the launch of the Company’s application, which prevented timely deployment to the customer list. This delay resulted in the application not meeting the expected performance and revenue generation targets. The delay in the application’s launch and the subsequent inability to deploy it to customers led to a reassessment of its value, resulting in a full impairment of its purchase price.
On
August 22, 2024, the Company and Seller agreed that, Company would pay $50,000 to Seller, in full satisfaction of any and all remaining
obligations of Buyer to Seller under the Purchase Agreement, upon the closing of a transaction (including, without limitation, a share
exchange, merger agreement, or similar transaction) between Buyer and/or the Buyer’s stockholders and any entity. The Company recognized
a gain of $50,000
| INCOME TAXES |
In
assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this assessment. The Company has net loss
The provision for income taxes for the year ended December 31, 2024, and 2023 consists of the following:
| 2024 | 2023 | |||||||
| Current: | ||||||||
| Federal | $ | (3,180,398 | ) | $ | (1,306,207 | ) | ||
| State | (657,214 | ) | (269,435 | ) | ||||
| Permanent differences | 2,503,286 | 1,272,760 | ||||||
| Non-deductible expenses | 135,122 | 83,192 | ||||||
| Change in Valuation Allowance | 1,199,204 | 219,690 | ||||||
| Income Tax Expense | $ | - | $ | - | ||||
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
The Company has the following net deferred tax asset (liability):
| As of December 31, 2024 | As of December 31, 202 | |||||||
| Net Operating Losses | $ | 2,110,441 | $ | 910,412 | ||||
| Unpaid liabilities | 163,422 | 230,104 | ||||||
| Book to tax amortization – Intangible assets | 13,019 | 14,202 | ||||||
| Book to Tax Depreciation – Investment Gain | (201,049 | ) | - | |||||
| Book to Tax Depreciation – Property, Plant & Equipment | (3,127 | ) | (3,556 | ) | ||||
| Valuation Allowance | (2,082,705 | ) | (1,151,163 | ) | ||||
| Net Deferred Tax Assets (liabilities) | $ | - | $ | - | ||||
| EQUITY |
Authorized share capital
The total number of shares of common stock that the Company is authorized to issue is 150,000,000. The shares of common stock have a par value of $0.0001 per share. All of the common shares authorized have equal voting rights and powers without restrictions in preference. The number of preferred shares that the Company is authorized to issue is 50,000,000. The shares of the preferred stock have a par value of $0.0001. The Company may issue any class of preferred shares in any series. The Board shall have the authority to establish and designate series, to fix the number of shares included in each series and set the rights and preferences of shares in each series.
On
May 4, 2020, the Company established 200,000 of Series A preferred shares with a $3.00 per share value. The holders will be entitled
to receive (on a pro rata basis), out of any funds and assets of the Company legally available therefor, dividends payable monthly (within
five business days of the end of each calendar month), in an aggregate amount equal to the sum of (i) commencing on such date that the
Company has generated aggregate revenue since inception of at least $500,000, as determined by the Company in good faith, 20% of the
revenue received by the Company during such calendar month, and (ii) 20% of any funds received by the Company in any financing transaction
(including debt or equity) completed during such calendar month, payable in preference and priority to any payment of any dividend of
the common stock of the Company (the “Common Stock”), provided that, the Holders will not be entitled to any dividends under
this Section 3(a) following such time as the Holders have received an aggregate of $600,000 in dividends under this Section 3(a). The
right to such dividends of the Holders of Series A Preferred Stock will be cumulative. In addition to dividends payable pursuant to Section
3(a), Holders will be entitled to participate on an as-converted basis with any dividends paid with respect to the common shares. During
the year ended December 31, 2021, the Vantage Group, a related party by virtue of common shareholder, purchased 200,000 shares of the
Series A preferred shares for cash of $200,000. As at December 31, 2024 and December 31, 2023, the dividends payable balance
was $nil and $600,000, respectively. The preferred shares are convertible into common shares at a ratio of one share of preferred stock
for 2.22 shares of common stock. During the
During the year ended December 31, 2024, the following shares were issued:
On January 4, 2024, the consultant options issued on April 26, 2022, to purchase a total of 8,333 shares of common stock at an exercise price of $0.036 per share, were exercised for cash of $300.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
On January 4, 2024, the consultant’s options issued on October 16, 2022, to purchase a total of 66,666 shares of common stock at an exercise price of $0.036 per share, were exercised for cash of $2,400.
On March 4, 2024 and April 3, 2024, the Company issued 11,111 and 16,666 shares of common stock, respectively, to a consultant at a total fair value of $13,823.
On
June 27, 2024, the Company issued 15,505,000 shares of common stock to settle $15,505 of the remaining loans payable balance at a fair
value of
During the year ended December 31, 2023 the following shares were issued:
In September 2022, the Company entered into an agreement to acquire the assets of Wallex, Inc., which concluded in May 2023. The total acquisition cost includes a payment of $100,000 in cash and 44,444 shares with a fair value of $21.60 per share, based on the latest private placement of common shares.
The Company issued a total of 66,667 shares of common stock for services valued at $1,440,000 or $21.60 per share based on the latest private placement of common shares.
Stock options:
On
April 26,
On
October 16,
On June 24, 2024, the Company entered into a new employment agreement with Lyle Hauser. Effective upon execution of the Agreement, the Company shall issue to Executive options to purchase 1,000,000 shares of common stock. Executive acknowledges such options, and underlying shares will be restricted securities under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless registered pursuant to the Securities Act or an available exemption from such registration The options immediately vested upon issuance and have a term of 7 years. The options were valued at $345,537 using a Black-Scholes pricing model. The Options were valued assuming a stock price of $.446, a term of 2 years, expected dividends of $0, volatility of 156.8% and a risk-free interest rate of 5.50%.
On July 15, 2024, the Company entered into a consulting agreement and issued 1,000,000 options, respectively, to be converted into common shares at an exercise price of $0.36 per share. Of these, 700,000 options vest immediately, while the remaining options vest monthly over one year. The options were valued at $650,974 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834, a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
On August 1, 2024, the Company entered into two consulting agreements and issued 840,000 and 400,000 options, respectively, to be converted into common shares at an exercise price of $0.36 per share. Of these, 220,000 options vest immediately, while the remaining options vest monthly over one year. The options were valued at $807,208 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834 a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
On August 6, 2024, the Company entered into a consulting agreement and issued 1,000,000 options to be converted into common shares at an exercise price of $0.36 per share. Of these, 520,000 options vest immediately, while the remaining options vest monthly over one year. The options were valued at $690,974 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834 a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
On August 9, 2024, the Company entered into a consulting agreement and issued 90,000 options to be converted into common shares at an exercise price of $0.36 per share. These options vest at a rate of 7,500 per month over one year. The options were valued at $58,588 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834 a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
On August 13, 2024, the Company entered into a consulting agreement and issued 400,000 options to be converted into common shares at an exercise price of $0.36 per share. Of these, 220,000 options vest immediately, while the remaining options vest monthly over one year. The options were valued at $260,390 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834 a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
On August 22, 2024, the Company entered into a consulting agreement, issuing 300,000 options to be converted into common shares at an exercise price of $0.36 per share. These options vest at a rate of 25,000 per month over one year. The options were valued at $195,292 using a Black-Scholes pricing model. The options were valued assuming a stock price of $.834 a term of 2 years, expected dividends of $0, volatility of 125.6% and a risk-free interest rate of 4.80%.
The
following is a summary of the Company’s stock warrant activity for
| Number Of Options | Weighted-Average Exercise Price | |||||||
| Outstanding at December 31, 2022 | 75,000 | $ | 0.360 | |||||
| Granted | — | $ | — | |||||
| Expired | — | $ | — | |||||
| Exercised | — | $ | — | |||||
| Outstanding at December 31, 2023 | 75,000 | $ | 0.036 | |||||
| Granted | 5,030,000 | $ | 0.360 | |||||
| Expired | — | $ | — | |||||
| Exercised | (75,000 | ) | $ | 0.036 | ||||
| Outstanding at December 31, 2024 | 5,030,000 | $ | 0.360 | |||||
| Options exercisable at December 31 2024 | $ | 0.360 | ||||||
| Options exercisable at December 31, 2023 | 75,000 | $ | 0.036 | |||||
| RELATED PARTY TRANSACTIONS |
Parties are related if one party 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. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
On May 14, 2020, the Company entered into an employment agreement with Lyle Hauser to serve as Chief Executive Officer (the “CEO”) and President. The agreement calls for the issuance of 166,667 shares of common stock and a base salary of $18,000 per month. The salary would increase based on the following:
| - | Complete “Series A” funding round @ $12,000,000 +$6,000 to $24,000 per month | |
| - | Complete NASDAQ listing + $6,000 - $30,000 per month | |
| - | Additional increases at the discretion of the Board |
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
On
June 24, 2024, the Company entered into a new employment agreement with Lyle Hauser. Upon signing a bonus of $50,000, a monthly base
salary of $30,000 per month, payable in accordance with the Company’s customary payroll practice and applicable wage payment law
and provide health insurance benefits to Executive
On March 3, 2021, the Company entered into a consulting agreement with The Vantage Group, a related company controlled by the CEO, Lyle Hauser, in the amount of $18,000 per month. During the six-month period ended June 30, 2024 the Company retroactive increased the monthly amount effective January 1, 2024 to $24,000. During the year ended December 31, 2024 and 2023, the Company incurred $228,000 and $216,000. respectively, included in professional fees.
On June 26, 2024, Lyle Hauser forgave $885,600 of accrued salary.
On June 26, 2024, Vantage Group Ltd. forgave $600,000 of dividends owed.
On June 20, 2024, the Company repaid a total of $160,000 on loans and accrued interest. On June 27, 2024, the Company repaid an additional $25,453. In addition, the Company issued 15,505,000 shares of common stock to settle the remaining balance (Note 9).
As at December 31, 2024, the Company had a receivable balance of $4,617 from The Vantage Group. The amount was unsecured, non-interest bearing and due on demand. Subsequent to period end, the amount advanced was repaid.
| SEGMENT REPORTING |
The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business on a consolidated basis and does not receive discrete financial information for multiple business units.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
Measure of Segment Profit or Loss
The CODM assesses the Company’s financial performance based on operating loss, which aligns with the amount reported in the statement of comprehensive loss. The following table presents a reconciliation of segment operating loss to net income (loss):
| For The Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Net loss | $ | (16,337,370 | ) | $ | (6,185,849 | ) | ||
Significant Segment Expenses
Since the Company has only one reportable segment, no additional segment disclosures are required beyond entity-wide disclosures presented below.
Rhino Digital Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Audited)
| SUBSEQUENT EVENTS |
Management evaluated all additional events subsequent to the balance sheet date through to January ___, 2024, the date the financial statements were available to be issued, and determined the following items:
On
April 14, 2025 the Company entered into a convertible loan agreement in the amount of $1,500,000 the loan is convertible into common
stock at a price of $0.50 per share. On August
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”),.
Pursuant to the Merger Agreement, effective upon the closing thereof, (i) Merger Sub merged with and into Rhino, with Rhino surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino converted into the right to receive two shares of common stock of the Company, (iii) the outstanding shares of Series A Preferred Stock of Rhino converted into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Series A Preferred Stock, (iv) convertible notes of Rhino converted into shares of common stock of the Company at a conversion price of $0.18 or $0.25, as applicable, (v) options to purchase shares of common stock of Rhino converted into options to purchase shares of common stock of the Company with the same aggregate exercise price, (vi) the sole officer and director of the Company (Lee Chong Chow) resigned and the sole officer and director of Rhino, Lyle Hauser was appointed as the chief executive officer, president, secretary and director of the Company, (vii) Rhino purchased from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and returned such shares to the Company for cancellation. In accordance with the foregoing, the Company issued an aggregate of 73,295,981 shares of common stock to stockholders and note holders of Rhino. Concurrently with the closing of the Merger Agreement, all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation (“Phoenix Plus Labuan”), were transferred to Mr. Lee.
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.
On October 28, 2025 the Company entered into two securities purchase agreement to sell a total of 200,000 shares of common stock at a price of $1.00 per share.
On November 10, 2025 the Company entered into a securities purchase agreement to sell a total of 100,000 shares of common stock at a price of $1.00 per share.
On November 26, 2025 the Company entered into a securities purchase agreement to sell a total of 50,000 shares of common stock at a price of $1.00 per share.
On December 15, 2025 the Company entered into a securities purchase agreement to sell a total of 100,000 shares of common stock at a price of $1.00 per share.
On December 19, 2025 the Company entered into a securities purchase agreement to sell a total of 100,000 shares of common stock at a price of $1.00 per share.
On
December 30, 2025 the Company President and Chief Executive Officer entered into a 18% Secured Convertible Debenture. The Company borrowed
10 Bitcoins
On
September 4, 2025 a holder of 1,000,000 Options exercised a cashless conversion to convert 1,889,231