UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended OctoberJanuary 31, 20232024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 333-233778

 

PHOENIX PLUS CORP.

(Exact name of registrant issuer as specified in its charter)

 

Nevada 61-1907931

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2-3 & 2-5 BEDFORD BUSINESS PARK, JALAN 3/137B,

BATU 5, JALAN KELANG LAMA,

58200 KUALA LUMPUR, MALAYSIA

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +603 7971 8168

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No No

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class Outstanding at OctoberJanuary 31, 20232024
Common Stock, $.0001 par value 332,699,500

 

 

 

 

TABLE OF CONTENTS

 

  Page
PART IFINANCIAL INFORMATION 
ITEM 1.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:F-1
 Condensed Consolidated Balance Sheets as of OctoberJanuary 31, 20232024 (unaudited) and July 31, 2023 (audited)F-2
 Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Six Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-3
 Condensed Consolidated Statements of Changes in Equity for the ThreeSix Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-4
 Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-5
 Notes to the Condensed Consolidated Financial StatementsF-6 - F-16F-18
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS3-53-6
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK6
ITEM 4.CONTROLS AND PROCEDURES6
PART IIOTHER INFORMATION 
ITEM 1LEGAL PROCEEDINGS7
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS7
ITEM 3DEFAULTS UPON SENIOR SECURITIES7
ITEM 4MINE SAFETY DISCLOSURES7
ITEM 5OTHER INFORMATION7
ITEM 6EXHIBITS8
 SIGNATURES9

 

2

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 Page
Condensed Consolidated Financial Statements 
  
Condensed Consolidated Balance Sheets as of OctoberJanuary 31, 20232024 (unaudited) and July 31, 2023 (audited)F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Six Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-3
Condensed Consolidated Statements of Changes in Equity for the ThreeSix Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-4
Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended OctoberJanuary 31, 2024 and 2023 and 2022 (unaudited)F-5
Notes to the Condensed Consolidated Financial StatementsF-6 - F-16F-18

 

F-1

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF OCTOBERJANUARY 31, 2023 2024 (UNAUDITED)AND JULY 31, 2023(AUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

        
 As of As of  As of As of 
 

October 31, 2023

(Unaudited)

 

July 31, 2023

(Audited)

  January 31, 2024
(Unaudited)
  July 31, 2023
(Audited)
 
          
ASSETS                
Current assets                
Trade receivables $84,407  $12,088  $344,476  $12,088 
Contract assets  190,647   18,723   -   18,723 
Other receivables, prepayments and deposits  55,586   14,993 
Other receivables, prepayment and deposits  48,493   14,993 
Deferred cost  50,657   324   28,881   324 
Retention sum receivables  37,178   -   106,923   - 
Cash at banks  821,371   1,108,039 
Cash in hand and at bank  740,522   1,108,039 
Total current assets  1,239,846   1,154,167   1,269,295   1,154,167 
Non-current assets                
Property, plant and equipment, net  10,453   9,715 
Plant and equipment, net  9,880   9,715 
Lease right-of-use asset  76,667   86,817   70,743   86,817 
Equity method investment  -   -   -   - 
Total non-current assets  87,120   96,532   80,623   96,532 
                
TOTAL ASSETS  1,326,966   1,250,699   1,349,918   1,250,699 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Non-current liability                
Lease liabilities, non-current $52,004  $57,606  $45,250  $57,606 
Total non-current liabilities  52,004   57,606   45,250   57,606 
                
Current liabilities                
Trade payables $86,384  $4,202  $227,971  $4,202 
Contract liabilities  5,754   - 
Retention sum payables  51,914   -   65,837   - 
Other payables and accrued liabilities  36,287   36,747 
Other payables and accrued liabilities and deposit received  14,921   36,747 
Lease liabilities, current  25,103   29,211   26,379   29,211 
Total current liabilities  199,688   70,160   340,862   70,160 
                
Total liabilities  251,692   127,766   386,112   127,766 
                
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding  -   -   -   - 
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of October 31, 2023 and July 31, 2023 respectively $33,270  $33,270 
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of January 31, 2024 and July 31, 2023 respectively $33,270  $33,270 
Additional paid-in capital  3,245,230   3,245,230   3,245,230   3,245,230 
Accumulated other comprehensive loss  (9,756)  (5,917)  (8,297)  (5,917)
Accumulated deficit  (2,193,470)  (2,149,650)  (2,306,397)  (2,149,650)
Total stockholders’ equity  1,075,274   1,122,933   963,806   1,122,933 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ FUND  1,326,966   1,250,699   1,349,918   1,250,699 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSSES

FOR THE THREE AND SIX MONTHS ENDED OCTOBERJANUARY 31, 20232024 and 20222023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

                
 Three Months Ended January 31  Six Months Ended January 31 
 2024  2023  2024  2023 
 

Three months ended

October 31, 2023

(Unaudited)

 

Three months ended

October 31, 2022
(Unaudited)

          
Revenue $444,071  $15,132  $488,287  $20,456  $932,358  $35,588 
                        
Cost of revenue  (378,310)  (13,782) $(502,181) $(14,575) $(880,491) $(28,357)
                        
Gross profit  65,761   1,350 
Gross (loss)/profit $(13,894) $5,881  $51,867  $7,231 
                        
Other income  10   1  $3,739  $105,022  $18  $105,023 
                        
Operating expenses:  -   -                 
General and administrative expenses  (97,982)  (147,050) $(101,504) $(99,608) $(199,486) $(246,658)
Finance cost  (1,358)  (280) $(1,268) $(199) $(2,626) $(479)
Other operating expenses  (10,251)  -  $-  $-  $(6,520) $- 
                        
Loss before income tax  (43,820)  (145,979)
(Loss)/Profit before income tax $(112,927) $11,096  $(156,747) $(134,883)
                        
Income tax expense  -   -  $-  $-  $-  $- 
                        
Net loss for the year  (43,820)  (145,979)
Net (loss)/profit for the period $(112,927) $11,096  $(156,747) $(134,883)
                        
Other comprehensive loss:        
- Foreign currency translation loss  (3,839)  (13,411)
Other comprehensive income:                
- Foreign exchange adjustment gain/(loss) $1,459  $20,147  $(2,380) $6,736 
                        
Comprehensive loss $(47,659) $(159,390)
Comprehensive (loss)/income $(111,468) $31,243  $(159,127) $(128,147)
                        
Net loss per share - Basic and diluted  (0.0001)  (0.0005)
Net (loss)/profit per share, basic and diluted: $(0.0003) $0.00009  $(0.0005) $(0.0004)
                        
Weighted average number of common shares outstanding - Basic and diluted  332,699,500   332,699,500 
Weighted average number of common shares outstanding – Basic and diluted  332,699,500   332,699,500   332,699,500   332,699,500 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024 and 20222023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

ThreeSix Months Ended OctoberJanuary 31, 2024

(Unaudited)

  Number of Shares  Amount  PAID-IN
CAPITAL
  COMPREHENSIVE
LOSS
  ACCUMULATED DEFICIT  TOTAL EQUITY 
  COMMON SHARES  ADDITIONAL  ACCUMULATED OTHER       
  Number of Shares  Amount  PAID-IN
CAPITAL
  COMPREHENSIVE
LOSS
  ACCUMULATED DEFICIT  TOTAL EQUITY 
Balance as of July 31, 2023  332,699,500  $33,270  $3,245,230  $(5,917) $(2,149,650) $1,122,933 
Net loss for the period  -   -   -   -   (43,820)  (43,820)
Foreign currency translation adjustment  -   -   -   (3,839)  -   (3,839)
Balance as of October 31, 2023  332,699,500   33,270   3,245,230   (9,756)  (2,193,470)  1,075,274 
Net loss for the period  -   -   -       -   (112,927)  (112,927)
Foreign currency translation adjustment  -   -   -   1,459   -   1,459 
Balance as of January 31, 2024  332,699,500  $33,270  $3,245,230  $(8,297) $(2,306,397) $963,806 

Six Months Ended January 31, 2023

(Unaudited)

 

                   
  COMMON SHARES  ADDITIONAL  ACCUMULATED OTHER       
  Number of Shares  Amount  PAID-IN CAPITAL  COMPREHENSIVE LOSS  ACCUMULATED DEFICIT  TOTAL EQUITY 
Balance as of July 31, 2023  332,699,500  $33,270  $3,245,230  $(5,917) $(2,149,650) $1,122,933 
Net loss for the period  -   -   -   -   (43,820)  (43,820)
Foreign currency translation adjustment  -   -   -   (3,839)  -   (3,839)
Balance as of October 31, 2023  332,699,500   33,270   3,245,230   (9,756)  (2,193,470)  1,075,274 

Three Months Ended October 31, 2022

(Unaudited)

 COMMON SHARES  ADDITIONAL  ACCUMULATED OTHER       COMMON SHARES  ADDITIONAL  ACCUMULATED OTHER       
 Number of Shares Amount  PAID-IN CAPITAL  COMPREHENSIVE INCOME  ACCUMULATED DEFICIT  TOTAL EQUITY  Number of Shares  Amount  PAID-IN
CAPITAL
  COMPREHENSIVE
INCOME
  ACCUMULATED DEFICIT  TOTAL EQUITY 
Balance as of July 31, 2022  332,699,500  $33,270  $3,245,230  $(2,145) $(1,760,413) $1,515,942   332,699,500  $33,270  $3,245,230  $(2,145) $(1,760,413) $1,515,942 
Balance  332,699,500  $33,270  $3,245,230  $(2,145) $(1,760,413) $1,515,942 
Net loss for the period  -   -   -   -   (145,979)  (145,979)  -   -   -   -   (145,979)  (145,979)
Foreign currency translation adjustment  -   -   -   (13,411)  -   (13,411)  -   -   -   (13,411)  -   (13,411)
Balance as of October 31, 2022  332,699,500   33,270   3,245,230   (15,556)  (1,906,392)  1,356,552   332,699,500   33,270   3,245,230   (15,556)  (1,906,392)  1,356,552 
Balance  332,699,500   33,270   3,245,230   (15,556)  (1,906,392)  1,356,552   332,699,500   33,270   3,245,230   (15,556)  (1,906,392)  1,356,552 
Net profit for the period  -   -   -   -   11,096   11,096 
Net profit (loss) for the period  -   -   -   -   11,096   11,096 
Foreign currency translation adjustment  -   -   -   20,147   -   20,147 
Balance as of January 31, 2023  332,699,500  $33,270  $3,245,230  $4,591  $(1,895,296) $1,387,795 
Balance  332,699,500  $33,270  $3,245,230  $4,591  $(1,895,296) $1,387,795 

 

See accompanying notes to condensed consolidated financial statements.

 

F-4

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024 and 20222023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 2023  2022         
 Three months ended October 31  Six months ended January 31 
 2023  2022  2024  2023 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss $(43,820) $(145,979) $(156,747) $(134,883)
Adjustments to reconcile net loss to net cash used in operating activities:                
Equity method investment loss  -   -   -   - 
Depreciation  543   220   1,222   444 
Operating lease expenses  7,522   7,858 
Amortization of right-of-use  12,853   13,874 
Changes in operating assets and liabilities:                
Trade receivables  (72,319)  (14,641)  (332,388)  (15,151)
Contract assets  (171,924)  -   -   - 
Other receivables, prepayments and deposits  (40,593)  (15,289)
Contract liabilities  24,477   - 
Retention sum receivables  (106,923)  - 
Other receivables, prepayment and deposits  (33,500)  (23,936)
Deferred cost  (50,333)  (9,040)  (28,557)  (7,504)
Retention sum receivables  (37,178)  - 
Trade payables  82,182   3,653   223,769   - 
Other payables and accrued liabilities  (460)  (2,248)
Deferred revenue  -   9,364 
Other payables, accrued liabilities and deposit received  (21,826)  (21,277)
Retention sum payables  51,914   -   65,837   - 
Operating lease liabilities  (9,710)  (8,198)  (15,188)  (13,850)
Net cash used in operating activities  (284,176)  (174,300)  (366,971)  (202,283)
                
CASH FLOWS FROM INVESTING ACTIVITY                
Purchase of property, plant and equipment  (1,620)  (1,375)
Purchase of plant and equipment  (1,647)  (1,520)
Net cash used in investing activity  (1,620)  (1,375)  (1,647)  (1,520)
                
CASH FLOWS FROM FINANCING ACTIVITY:                
Net cash provided by financing activity  -   -   -   - 
                
Effect of exchange rate changes on cash and cash equivalents $(872)  (12,886) $1,101   6,635 
                
Net decrease in cash and cash equivalents  (286,668)  (188,561)  (367,517)  (197,168)
Cash and cash equivalents, beginning of year  1,108,039   1,537,864 
Cash and cash equivalents, beginning of period  1,108,039   1,537,864 
CASH AND CASH EQUIVALENTS, END OF PERIOD $821,371   1,349,303  $740,522   1,340,696 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Income taxes paid $-  $-  $-  $- 
Interest paid $-  $-  $-  $- 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Phoenix Plus Corp. was incorporated on November 5, 2018 under the laws of the state of Nevada.

 

The Company, through its subsidiaries, engaged in providing technical consultancy on solar power system and consultancy on green energy solution, and also focused on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production.

 

On March 18, 2019, the Company acquired 100% of the equity interests in Phoenix Plus Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia.

 

On July 25, 2019, Phoenix Plus Corp., a Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.

 

On May 17, 2022, the Company, through its Labuan incorporated subsidiary, Phoenix Plus Corp., subscribed 100% of the equity interests in Phoenix Green Energy Sdn. Bhd., a private limited company incorporated in Malaysia.

 

The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries:

 

SCHEDULE OF DETAILS OF COMPANY’S SUBSIDIARY

 Company name Place and date of incorporation Particulars of issued capital Principal activities
        
1.Phoenix Plus CorpCorp.. Labuan / January 4, 2019 100 shares of ordinary share of US$1 each Investment holding
        
2.Phoenix Plus International Limited Hong Kong / March 19, 2019 1 ordinary share of HK$1 each Providing technical consultancy on solar power system and consultancy on green energy solution
        
3.Phoenix Green Energy Sdn. BhdBhd.. Malaysia / May 17, 2022 1,200,000 shares of ordinary share of MYR1 each Providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning services

 

F-6

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed financial statements for Phoenix Plus Corporation for the period ended OctoberJanuary 31, 20232024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, 2023. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended OctoberJanuary 31, 20232024 and 20222023 presented are not necessarily indicative of the results to be expected for the full year. The Company has adopted July 31 as its fiscal year end.

 

Basis of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

F-6

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

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 provision of technicalsolar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar power system and consultancy on green energy solution.plant.

 

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

Cost of revenue

 

Cost of revenue includes the cost of services and product in providing technical consultancy on solar power system, and renewable energy turnkey solutions from engineering, procurement, construction and commissioning services.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Property, plantPlant and equipment

 

Property, plantPlant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

 

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE

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

 

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

 

F-7

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Investment under equity method

 

The Company apply the equity method to account for investments it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses more than 20%20% of the voting interests of the investee.

 

In applying the equity method, the Company records the investment at cost and subsequently increase or decrease the carrying amount of the investment by proportionate share of the net earnings or losses and other comprehensive income of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the investment.

F-7

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

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 period ended OctoberJanuary 31, 2023,2024, the Company suffered an accumulated deficit of $2,193,4702,306,397, negative operating cash flow of $284,176366,971 and net loss of $43,820156,747 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its 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.

 

F-8

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan and Hong Kong maintains its books and record in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“MYR”) is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from MYR into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCY TRANSLATION

 

As of and for the

period ended

October 31, 2023

 

As of and for the

period ended

October 31, 2022

  As of and for the
period ended
January 31, 2024
  As of and for the
period ended
January 31, 2023
 
          
Period-end RM : US$1 exchange rate  4.76   4.72   4.73   4.27 
Period-average RM : US$1 exchange rate  4.70   4.56   4.68   4.51 
Period-end HK$: US$1 exchange rate  7.82   7.85   7.82   7.84 
Period-average HK$ : US$1 exchange rate  7.82   7.85   7.81   7.83 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

F-9

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Fair value of financial instrumentsinstruments::

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Leases

 

Prior to August 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective August 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. (see Note 14).

 

Recent accounting pronouncements

 

ASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.

 

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASU 2019-05 may have on its consolidated financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

F-10

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

3. COMMON STOCK

 

As of OctoberJanuary 31, 2023,2024, the Company has an issued and outstanding common share of 332,699,500.

 

4. PROPERTY, PLANT AND EQUIPMENT

 

Property, plantPlant and equipment as of OctoberJanuary 31, 20232024 and July 31, 2023 are summarized below:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

 

As of

October 31, 2023

 

As of

July 31, 2023

  As of
January 31, 2024
 As of
July 31, 2023
 
 (Unaudited)  (Audited)  (Unaudited)  (Audited) 
Leasehold improvement $114,263  $114,263  $114,263  $114,263 
Computer hardware and software  9,624   8,918   9,624   8,918 
Tools and gauges  3,127   2,213   3,127   2,213 
Total  127,014   125,394   127,014   125,394 
Accumulated depreciation  (116,168) $(115,625)  (116,847) $(115,625)
Effect of translation exchange  (393)  (56)  (287)  (54)
Property, plant and equipment, net $10,453  $9,715 
Plant and equipment, net $9,880  $9,715 

 

These leasehold improvements include, but are not strictly limited to, preparing the interior of the office space for the Company’s use, improving functionality, and purchasing new office equipment. The leasehold improvement has completed on September 2019.

 

Depreciation expense for the period ended OctoberJanuary 31, 2024 and January 31, 2023 and October 31, 2022 was $5431,222 and $220444 respectively.

 

5. EQUITY METHOD INVESTMENT

SCHEDULE OF EQUITY METHOD INVESTMENT

 

As of

October 31, 2023

 

As of

July 31, 2023

  As of
January 31, 2024
 As of
July 31, 2023
 
 (Unaudited)  (Audited)  (Unaudited)  (Audited) 
Investment, at cost $232,040  $232,040  $232,040  $232,040 
Less: Equity method loss  (335)  (335)  (335)  (335)
Less: Impairment loss on investment  (231,705)  (231,705)  (231,705)  (231,705)
Equity method investment $-  $-  $-  $- 

 

The Company holds investment in business that is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to its operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings/losses is reflected as equity method earnings/losses in statements of operations and comprehensive income/loss. As of OctoberJanuary 31, 2023,2024, the Company holds 33.9% interest in the investee company.

 

During the period ended OctoberJanuary 31, 20232024 and 2022,2023, the Company accounted $0 and $0 of equity method loss respectively.

F-11

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

6. TRADE RECEIVABLES

 

Trade receivables consisted of the following at OctoberJanuary 31, 20232024 and July 31, 2023:

SCHEDULE OF TRADE RECEIVABLES

  

As of

October 31, 2023

  

As of

July 31, 2023

 
  (Unaudited)  (Audited) 
Trade receivables $84,407  $12,088 
Total trade receivables $84,407  $12,088 

  As of
January 31, 2024
  As of
July 31, 2023
 
  (Unaudited)  (Audited) 
Trade receivables $344,476  $12,088 
Total trade receivables $344,476  $12,088 

 

7. CONTRACT ASSETSASSETS/(LIABILITIES)

 

Contract assetsassets/(liabilities) as of OctoberJanuary 31, 20232024 and July 31, 2023 are summarized below:

 SCHEDULE OF CONTRACT ASSETS (LIABILITIES)

 

As of

October 31, 2023

(Audited)

 

As of

July 31, 2023

(Audited)

  As of
January 31, 2024
(Audited)
  As of
July 31, 2023
(Audited)
 
Cost incurred $387,423  $15,224  $884,166  $15,224 
Attributable profit  68,948   3,499   55,361   3,499 
Contract assets, gross  456,371   18,723 
Contract (liabilities)/assets, gross  939,527   18,723 
Progress billings  (265,724)  -   (945,281)  - 
Total contract assets $190,647  $18,723 
Total contract (liabilities)/assets $(5,754) $18,723 

F-11

8. OTHER RECEIVABLES, PREPAYMENTSPREPAYMENT AND DEPOSITS

 

Other receivables, prepaymentsprepayment and deposits consisted of the following at OctoberJanuary 31, 20232024 and July 31, 2023:

SCHEDULE OF OTHER RECEIVABLES PREPAYMENTS AND DEPOSITS  

 

As of

October 31, 2023

 

As of

July 31, 2023

  As of
January 31, 2024
 As of
July 31, 2023
 
 (Unaudited)  (Audited)  (Unaudited)  (Audited) 
Other receivables $34,853  $-  $32,166  $- 
Deposits  18,023   12,325   16,327   12,325 
Prepayments  2,710   2,668 
Total other receivables, prepayments and deposits $55,586  $14,993 
Prepayment  -   2,668 
Total other receivables, prepayment and deposits $48,493  $14,993 

 

9. DEFERRED COST

 

For service contracts where the performance obligation is not completed, deferred costs are recorded for any costs incurred in advance of the performance obligation.

 

10. TRADE PAYABLES

 

Trade payables consisted of the following at OctoberJanuary 31, 20232024 and July 31, 2023:

SCHEDULE OF TRADE PAYABLES   

  

As of

October 31, 2023

  

As of

July 31, 2023

 
  (Unaudited)  (Audited) 
Trade payables $86,384  $4,202 
Total trade payables $86,384  $4,202 

 

  As of
January 31, 2024
  As of
July 31, 2023
 
  (Unaudited)  (Audited) 
Trade payables $227,971  $4,202 
Total trade payables $227,971  $4,202 

11. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

  

As of

October 31, 2023

  

As of

July 31, 2023

 
  (Unaudited)  (Audited) 
Accrued audit fees $2,500  $14,000 
Other payables  and accrued liabilities $33,787  $22,747 
Total other payables and accrued liabilities $36,287  $36,747 

12. REVENUE

For the period ended October 31, 2023 and 2022, the Company has revenue arise from the following:

SCHEDULE OF REVENUE

  

Three months

period ended

October 31, 2023

  

Three months

period ended

October 31, 2022

 
  (Unaudited)  (Unaudited) 
Installation service  444,071   15,132 
Total revenue $444,071  $15,132 

F-12

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

11. OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED

Other payables, accrued liabilities and deposits received consisted of the following at January 31, 2024 and July 31, 2023:

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES AND DEPOSITS RECEIVED 

  As of
January 31, 2024
  As of
July 31, 2023
 
  (Unaudited)  (Audited) 
Accrued audit fees $2,500  $14,000 
Other payables, accrued liabilities and deposits received  12,421   22,747 
Total other payables, accrued liabilities and deposits received $14,921  $36,747 

12. REVENUE

For the period ended January 31, 2024 and 2023, the Company has revenue arise from the following:

SCHEDULE OF REVENUE

  Six months
period ended
January 31, 2024
  Six months
period ended
January 31, 2023
 
  (Unaudited)  (Unaudited) 
Installation service provided $932,358  $35,588 
Total revenue $932,358  $35,588 

13. INCOME TAXES

 

For the period ended OctoberJanuary 31, 20232024 and 2022,2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:

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

 

Three months

ended

October 31, 2023

 

Three months

ended

October 31, 2022

  Six months
period ended
January 31, 2024
 Six months
period ended
January 31, 2023
 
 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
          
Tax jurisdictions from:                
Local $(17,935) $(12,252) $(38,083) $(26,431)
Foreign, representing                
- Labuan  (9,549)  (67,380)  (9,129)  36,738 
- Hong Kong $(8,041) $(39,845)  (12,964)  (77,436)
- Malaysia  (8,295)  (26,502)  (96,571)  (67,754)
Loss before income tax $(43,820) $(145,979) $(156,747) $(134,883)

 

The provision for income taxes consisted of the following:

 SCHEDULE OF PROVISION FOR INCOME TAX  

  

For the period
ended

October
January
31, 2023

2024
  

For the period
ended

October
January
31, 2022

2023
 
Current:      
- Local  -   - 
- Foreign  -   - 
Deferred:        
- Local  -   - 
- Foreign  -   - 
         
Income tax expense $-  $- 

F-13

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date.

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of OctoberJanuary 31, 20232024 the operations in the United States of America incurred $894,189914,337 of cumulative net operating losses which can be carried forward to offset a maximum of 80% future taxable income. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $715,351731,470 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Labuan

 

Under the current laws of the Labuan, Phoenix Plus Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

 

Hong Kong

 

Phoenix Plus International Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income.

 

Malaysia

 

Phoenix Green Energy Sdn. Bhd. is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 15% to 24% on its assessable income.

 

F-13F-14

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 20232024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

14. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

The Company officially adopted ASC 842 for the year on and after August 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative years presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative years, thusly.

 

As of July 1, 2021, the Company recognized approximately US$40,445, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of July 1, 2021, with borrowing rate of 5.60% adopted from CIMB Bank Berhad’s fixed deposit rate as a reference for discount rate.

 

As of June 1, 2022, the Company recognized another approximately US$9,343, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of June 1, 2022, with borrowing rate of 5.56% adopted from Affin Bank Berhad’s fixed deposit rate as a reference for discount rate.

 

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively entered intotwo-years lease with landlord for renting office space, from August 1, 2023 to July 31, 2025, with an option to renew after the end of the tenancy agreement. Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively recognized lease liabilities of approximately US$25,967 and US$60,850, with a corresponding right-of-use asset in the same amount based on the present value of the future minimum rental payments of the lease, with borrowing rate of 6.85% adopted from CIMB Bank Berhad’s fixed deposit rate as a reference for discount rate.

  

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The initial recognition of operating lease right and lease liability as follow:

 SCHEDULE OF INITIAL RECOGNITION OF OPERATING LEASE RIGHT AND LEASE LIABILITY 

 

As of

October 31, 2023

(Unaudited)

 

As of

July 31, 2023

(Audited)

  As of
January 31, 2024
(Unaudited)
  As of
July 31, 2023
(Audited)
 
Gross lease payable $107,053  $107,053  $107,053  $107,053 
Less: imputed interest  (9,359)  (9,359)  (9,359)  (9,359)
Recognition $97,694  $97,694  $97,694  $97,694 

 

As of OctoberJanuary 31, 20232024 and July 31, 2023, operating lease right of use asset as follow:

 SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET 

  

As of

October 31, 2023

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019 $26,772  $26,772 
Additional portion from July 31, 2020 to June 30, 2021  2,719   2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023  40,445   40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023  9,343   9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023  1,534   1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026  86,817   86,817 
Accumulated amortization  (85,157)  (79,244)
Foreign exchange translation loss  (5,806)  (1,569)
Balance $76,667  $86,817 

As of October 31, 2023 and July 31, 2023, operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

  

As of

October 31, 2023

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019 $26,772  $26,772 
Add: additional portion (increase of leasing fee)  2,719   2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023  40,445   40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023  9,343   9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023  1,534   1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026  86,817   86,817 
Less: gross repayment  (88,285)  (81,468)
Add: imputed interest  1,592   245 
Foreign exchange translation gain  (3,830)  410 
Balance  77,107   86,817 
Less: lease liability current portion  (25,103)  (29,211)
Lease liability non-current portion $52,004  $57,606 

For the period ended October 31, 2023 and 2022, the amortization of the operating lease right of use asset are $6,349 and $6,814 respectively.

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending   
July 31, 2024 (9  months) $18,168 
July 31, 2025 (12 months)  28,471 
July 31, 2026 (12 months)  30,468 
Total $77,107 

Other information:

SCHEDULE OF OTHER INFORMATION

  2023  2022 
  Period ended October 31 
  2023  2022 
  (Unaudited)  (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flow from operating lease $9,710  $8,198 
Right-of-use assets obtained in exchange for operating lease liabilities  -   17,561 
Remaining lease term for operating lease (years)        
Lease 1  0.7   0.7 
Lease 2  0.6   0.6 
Lease 3  2.8   - 
Weighted average discount rate for operating lease        
Lease 1  5.6%  5.6%
Lease 2  5.56%  5.56%
Lease 3  6.85%  - 

Lease expenses were $1,358  for the period ended October 31, 2023 and $286 for the period ended October 31, 2022. The Company adopt ASC 842 on and after August 1, 2019.

  As of
January 31, 2024
(Unaudited)
  As of
July 31, 2023
(Audited)
 
Initial recognition as of August 1, 2019 $26,772  $26,772 
Additional portion from July 31, 2020 to June 30, 2021  2,719   2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023  40,445   40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023  9,343   9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023  1,534   1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026  86,817   86,817 
Accumulated amortization  (92,097)  (79,244)
Foreign exchange translation loss  (4,790)  (1,569)
Balance $70,743  $86,817 

 

F-15

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREESIX MONTHS ENDED OCTOBERJANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

As of January 31, 2024 and July 31, 2023, operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

  As of
January 31, 2024
(Unaudited)
  As of
July 31, 2023
(Audited)
 
Initial recognition as of August 1, 2019 $26,772  $26,772 
Add: additional portion (increase of leasing fee)  2,719   2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023  40,445   40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023  9,343   9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023  1,534   1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026  86,817   86,817 
Less: gross repayment  (95,653)  (81,468)
Add: imputed interest  2,861   245 
Foreign exchange translation gain  (3,209)  410 
Balance  71,629   86,817 
Less: lease liability current portion  (26,379)  (29,211)
Lease liability non-current portion $45,250  $57,606 

For the period ended January 31, 2024 and 2023, the amortization of the operating lease right of use asset are $12,853 and $13,874 respectively.

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

    
Year ending   
July 31, 2024 (6 months) $12,382 
July 31, 2025 (12 months)  28,162 
July 31, 2026 (12 months)  31,085 
Total $71,629 

Other information:

SCHEDULE OF OTHER INFORMATION

         
  Period ended January 31 
  2024  2023 
  (Unaudited)  (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flow from operating lease $15,188  $13,874 
Right-of-use assets obtained in exchange for operating lease liabilities  -   11,907 
Remaining lease term for operating lease (years)        
Lease 1  -   0.4 
Lease 2  -   0.3 
Lease 3  2.5   - 
Weighted average discount rate for operating lease        
Lease 1  5.6%  5.6%
Lease 2  5.56%  5.56%
Lease 3  6.85%  - 

Lease expenses were $2,626 for the period ended January 31, 2024 and $480 for the period ended January 31, 2023. The Company adopt ASC 842 on and after August 1, 2019.

F-16

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

15. CONCENTRATION OF RISK

 

The Company is exposed to the following concentrations of risk:

 SCHEDULE OF CONCENTRATION OF RISK

(a)Major customers

 

For the periodthree months ended OctoberJanuary 31, 20232024 and 2022,2023, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at year-end are presented as follows:

 

 For the period ended October 31  Three months ended January 31 
 2023  2022  2023  2022  2023  2022  2024  2023  2024  2023  2024  2023 
 Revenue  Percentage of Revenue  Trade Receivable  Revenue  Percentage of Revenue  Trade Receivable 
Customer A $282,142  $-   64%  -% $63,766  $-  $240,408  $19,517   49%  95% $250,173  $16,019 
Customer B  161,929   8,553   36%  57%  20,641   -   244,985   -   50%  -   94,303   - 
Customer C  -   6,579   -%  43%  -   6,356 
 $444,071  $15,132   100%  100% $84,407  $6,356  $485,393  $19,517   99%  95% $344,476  $16,019 

For the six months ended January 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at year-end are presented as follows:

  Six months ended January 31 
  2024  2023  2024  2023  2024  2023 
  Revenue  Percentage of Revenue  Trade Receivable 
Customer A $403,103  $26,009   43%  73% $250,173  $16,019 
Customer B $528,259   -   56%  -  $94,303   - 
Customer C  -  $8,647   -   24%  -   - 
  $913,362  $34,656   99%  97% $344,476  $16,019 

 

(b)Major vendors

 

For the periodthree months ended OctoberJanuary 31, 20232024 and 2022,2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year-end are presented as follows:

 

 For the period ended October 31  Three months ended January 31 
 2023  2022  2023  2022  2023  2022  2024  2023  2024  2023  2024  2023 
 Cost of Revenue  Percentage of Cost of Revenue  Trade Payable  Cost of Revenue  Percentage of Cost of Revenue  Trade Payable 
Vendor A $181,559  $7,982   48%  58%  27,687   -   -  $3,632   -   25%  -   - 
Vendor B  -   3,388   -%  25%  -   3,273   -  $6,032   -   41%  -   - 
Vendor C  58,755   -   16%  -%  30,951   -   -  $1,621   -   11%  -   - 
Vendor E $75,334   -   15%  -   43,632   - 
Vendor F $65,072   -   13%  -   17,343   - 
Vendor G $64,628   -   13%  -   25,271   - 
 $240,314  $11,370   64%  83% $58,638  $3,273  $205,034  $11,284   41%  77% $86,246  $- 

For the six months ended January 31, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year-end are presented as follows:

  Six months ended January 31 
  2024  2023  2024  2023  2024  2023 
  Cost of Revenue  Percentage of Cost of Revenue  Trade Payable 
Vendor A  -  $3,632   -%  13%  -       - 
Vendor B  -  $6,032   -%  21%  -   - 
Vendor C  -  $3,093   -%  11%  -   - 
Vendor D  -  $8,071   -%  28%  -   - 
Vendor H $204,038   -   23%  -  $21,144   - 
Vendor I $91,824   -   10%  -  $43,090   - 
  $295,862  $20,828   33%  73% $64,234  $- 

F-17

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

16. SEGMENT INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 SCHEDULE OF INTER-SEGMENT SALES

By Geography:

 

 United States  Malaysia  Hong Kong  Total                 
 For the period ended October 31, 2023  For the period ended January 31, 2024 
 United States  Malaysia  Hong Kong  Total  United States  Malaysia  Hong Kong  Total 
                  
Revenue $-  $444,071  $-  $444,071  $-  $932,358  $-  $932,358 
Cost of revenue  -   (378,310)  -   (378,310)  -   (880,491)  -   (880,491)
Net loss  (17,935)  (17,844)  (8,041)  (43,820)  (38,083)  (105,700)  (12,964)  (156,747)
                                
Total assets $-  $1,275,913  $51,053  $1,326,966  $-  $1,300,898  $49,020  $1,349,918 

 

 United States  Malaysia  Hong Kong  Total                 
 For the period ended October 31, 2022  For the period ended January 31, 2023 
 United States  Malaysia  Hong Kong  Total  United States  Malaysia  Hong Kong  Total 
                  
Revenue $-  $15,132  $-  $15,132  $-  $35,588  $-  $35,588 
Cost of revenue  -   (13,782)  -   (13,782)  -   (28,357)  -   (28,357)
Net loss  (12,252)  (93,882)  (39,845)  (145,979)  (26,431)  (31,016)  (77,436)  (134,883)
                                
Total assets $-  $1,279,246  $146,557  $1,425,803  $-  $1,313,373  $105,975  $1,419,348 

 

F-16F-18

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Phoenix Plus Corp., a Nevada Corporation, is a company that operates through its wholly owned subsidiary, Phoenix Plus Corp., a Company organized in Labuan, Malaysia. It should be noted that our wholly owned subsidiary, Phoenix Plus Corp., owns 100% of Phoenix Plus International Limited, an operating Hong Kong Company and 100% of Phoenix Green Energy Sdn. Bhd., an operating Malaysia company, which are described below.

 

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.

 

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.

 

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.

 

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.

 

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

 

Provide end-to-end services from engineering design, planning and procurement, construction and installation up to testing and commissioning;
  
Construction and installation of solar PV facilities including residential, commercial and industrial properties, and

Associated services and products to complement our core business in the provision of EPCC, and construction and installation services, including the provision of solar PV consulting and engineering, and operations and maintenance services, as well as supply of solar PV equipment and ancillary system such as gutter and mounting system.

 

3

 

Results of Operation

 

For the three months ended OctoberJanuary 31, 20232024 and 20222023

 

Revenues

 

For the three months ended OctoberJanuary 31, 20232024 and 2022,2023, the Company has generated revenue of $444,071$488,287 and $15,132$20,456 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.

 

Cost of Revenue and Gross Margin

 

For the three months ended OctoberJanuary 31, 20232024 and 2022,2023, cost incurred in providing consultancy services and installation services are $378,310$502,181 and $13,782$14,575 respectively. The Company generated gross (loss)/profit of $65,761$13,894 and $1,350$5,881 for the three months ended OctoberJanuary 31, 20232024 and 2022 respectively, representing a gross margin of approximately 14.8% and 8.9% for the three months ended October 31, 2023 and 2022 respectively.

 

General and administrative expenses

 

For the three months ended OctoberJanuary 31, 20232024 and 2022,2023, we had incurred general and administrative expenses in the amount of $97,982$101,504 and $147,050.$99,608. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

 

Other Income

 

The Company recorded an amount of $10$3,739 and $1$105,022 as other income for the three months ended OctoberJanuary 31, 20232024 and 2022.2023. This income is derived from the interest income.income and foreign exchange gain.

Net (Loss)/Profit

Our net (loss)/profit for three months ended January 31, 2024 and 2023 was $112,927 and $11,096. The net loss mainly derived from the general and administrative expenses incurred.

4

For the six months ended January 31, 2024 and 2023

Revenues

For the six months ended January 31, 2024 and 2023, the Company has generated revenue of $932,358 and $35,588 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.

Cost of Revenue and Gross Margin

For the six months ended January 31, 2024 and 2023, cost incurred in providing consultancy services and installation services are $880,491 and $28,357 respectively. The Company generated gross profit of $51,867 and $7,231 for the six months ended January 31, 2024 and 2023 respectively, representing a gross margin of approximately 5.6% and 20.3% for the six months ended January 31, 2024 and 2023 respectively.

General and administrative expenses

For the six months ended January 31, 2024 and 2023, we had incurred general and administrative expenses in the amount of $199,486 and $246,658. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Other Income

The Company recorded an amount of $18 and $105,023 as other income for the six months ended January 31, 2024 and 2023. This income is derived from the interest income and foreign exchange gain.

 

Net Loss

 

Our net loss for threesix months ended OctoberJanuary 31, 2024 and 2023 were $156,747 and 2022 were $43,820 and $145,979.$134,883. The net loss mainly derived from the general and administrative expenses incurred, and the decrease in net loss for the three months ended October 31, 2023 is mainly driven by increased revenue generated by the Company.incurred.

4

 

Liquidity and Capital Resources

 

As of OctoberJanuary 31, 20232024 and 2022,2023, we had cash and cash equivalents of $821,371$740,522 and $1,349,303.$1,340,696. We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital.working.

 

Cash Used In Operating Activities

 

For the threesix months ended OctoberJanuary 31, 20232024 and 2022,2023, net cash used in operating activities was $284,176$366,971 and $174,300$202,283 respectively. The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses.

 

Cash Provided By Financing Activities

 

For the threesix months ended OctoberJanuary 31, 20232024 and 2022,2023, 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.

 

5

Cash Used In Investing Activities

 

For the threesix months ended OctoberJanuary 31, 20232024 and 2022,2023, the net cash used in investing activities was $1,620$1,647 and $1,375.$1,520. The investing cash flow performance primarily reflects the purchase of property, plant and equipment.

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

Off-balance Sheet Arrangements

 

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 OctoberJanuary 31, 2023.2024.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

5

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of OctoberJanuary 31, 2023.2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Investment Officer. Based upon that evaluation, our Chief Executive Officer and Chief Investment Officer concluded that, as of OctoberJanuary 31, 2023,2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of OctoberJanuary 31, 2023,2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended OctoberJanuary 31, 2023,2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On August 8, 2022, the Company being a member of Vettons City Angels Sdn. Bhd (hereinafter referred as “VCASB”) holding 33.9% of the issued share capital of VCASB, had requested to convene an Extraordinary General Meeting (“EGM”) of VCASB pursuant to Section 310(b) and Section 311 of the Companies Act 2016 within 14 days from the date thereof and to be held at Level 5, Tower 8, Avenue 5, Horizon 2, Bangsar South City, 59200 Kuala Lumpur to explain on VCASB company business status and other related issues, yet the Company received no response from the director to the shareholders of VCASB.

 

The EGM was held on September 20, 2022, during the EGM the Company seek to discuss the operational affairs of VCASB, however, the EGM could not proceed further without the presence of the director of VCASB.

 

Given there were no response from VCASB, the Company on October 20, 2022 filed a winding up petition against VCASB. VCASB were served with the winding up petition on October 26, 2022.

 

On May 23, 2023, the Company’s solicitor, Messrs. Amos Ho, Sew & Kiew, has delivered an affidavit on compliance of all provisions of Companies Winding UP Rules 1972 (Malaysia). On the same day, the Company’s solicitor also delivered an affidavit to the local court to confirm serving of Memorandum of Advertisement and Gazetting to Registrar of Companies and Insolvency Department.

 

The hearing of petition of the case was held on May 31, 2023. On the same day, the court has given order that:

 

 a.VCASB is wound up under the provisions of the Companies Act Malaysia 2016;

 

 b.The Malaysian Receiver Officer (Director General of Insolvency/ Department of Insolvency Malaysia) is appointed as Liquidator for VCASB; and

 

 c.The cost of RM5,000 will be paid from the assets of VCASB to petitioner.

 

Item 1A. Risk Factors.

 

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.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

7

 

ITEM 6. Exhibits

 

Exhibit No. Description
   
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
   
32.1 Section 1350 Certification of principal executive officer *
   
101.INS Inline XBRL Instance Document*
   
101.SCH Inline XBRL Schema Document*
   
101.CAL Inline XBRL Calculation Linkbase Document*
   
101.DEF Inline XBRL Definition Linkbase Document*
   
101.LAB Inline XBRL Label Linkbase Document*
   
101.PRE Inline XBRL Presentation Linkbase Document*
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

8

 

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.

 

 Phoenix Plus Corp.
 (Name of Registrant)
   
Date: DecemberMarch 13, 20232024  
 By:/s/ LEE CHONG CHOW
 Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

 

9