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Phoenix Plus Corp. - Quarter Report: 2022 April (Form 10-Q)

 

 

 

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 April 30, 2022

 

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

 

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

 

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 April 30, 2022
Common Stock, $.0001 par value   332,699,500

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of April 30, 2022 (unaudited) and July 31, 2021 (audited) F-2
  Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months and Nine Months Ended April 30, 2022 and 2021 (unaudited) F-3
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended April 30, 2022 (unaudited) F-4
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2022 and 2021 (unaudited) F-5
  Notes to the Condensed Consolidated Financial Statements F-6 - F-16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3-5
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
ITEM 4. CONTROLS AND PROCEDURES 6
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 7
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4 MINE SAFETY DISCLOSURES 7
ITEM 5 OTHER INFORMATION 7
ITEM 6 EXHIBITS 8
  SIGNATURES 9

 

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 April 30, 2022 (unaudited) and July 31, 2021 (audited) F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Nine Months Ended April 30, 2022 and 2021 (unaudited) F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended April 30, 2022 (unaudited) F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2022 and 2021 (unaudited) F-5
Notes to the Condensed Consolidated Financial Statements F-6 - F-16

 

F-1
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF APRIL 30, 2022 AND JULY 31, 2021

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

 

     As of     As of 
   April 30, 2022   July 31, 2021 
    Unaudited    Audited 
ASSETS          
NON-CURRENT ASSETS          
Lease asset- right of use  $23,396   $38,848 
Equity method investment   231,705    - 
Total Non-Current Assets   255,101    38,848 
           
CURRENT ASSETS          
Trade receivable  $-   $39,900 
Prepayment and deposits   7,119    244,348 
Cash in bank   1,683,548    1,910,872 
Total Current Assets  $1,690,667   $2,195,120 
           
TOTAL ASSETS   1,945,768    2,233,968 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
CURRENT LIABILITIES          
Trade payable  $-   $38,738 
Other payables and accrued liabilities   58,200    28,679 
Lease liabilities, current   19,960    19,749 
Total Current Liabilities  $78,160   $87,166 
           
NON-CURRENT LIABILITIES          
Lease liabilities, non-current  $3,436   $19,099 
           
TOTAL LIABILITIES  $81,596   $106,265 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding   -    - 
Common Shares, par value $0.0001; 1,000,000,000 shares authorized, 332,699,500 shares issued and outstanding as of April 30, 2022 and July 31, 2021  $33,270   $33,270 
Additional paid in capital   3,245,230    3,245,230 
Accumulated deficit   (1,414,328)   (1,150,797)
TOTAL STOCKHOLDERS’ EQUITY  $1,864,172   $2,127,703 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $1,945,768   $2,233,968 

 

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 NINE MONTHS ENDED APRIL 30, 2022

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

(Unaudited)

 

     2022     2021     2022     2021 
  

Three Months Ended

April 30

  

Nine Months Ended

April 30

 
   2022   2021   2022   2021 
                 
REVENUE  $-   $14,622   $19,918   $28,815 
                     
COST OF REVENUE  $-   $(12,946)  $(16,328)  $(43,131)
                     
GROSS PROFIT/(LOSS)  $-   $1,676   $3,590   $(14,316)
                     
OTHER INCOME  $1,866   $-   $37,457   $37,317 
                     
EQUITY METHOD LOSS  $(131)  $-   $(335)  $- 
                     
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  $(159,839)  $(135,299)  $(304,243)  $(242,977)
                     
LOSS BEFORE INCOME TAX  $(158,104)  $(133,623)  $(263,531)  $(219,976)
                     
INCOME TAX PROVISION  $-   $-   $-   $- 
                     
NET LOSS  $(158,104)  $(133,623)  $(263,531)  $(219,976)
                     
OTHER COMPREHENSIVE LOSS  $-   $-   $-   $- 
                     
TOTAL COMPREHENSIVE LOSS  $(158,104)  $(133,623)  $(263,531)  $(219,976)
                     
Net loss per share, basic and diluted:  $(0.0005)  $(0.0004)  $(0.0008)  $(0.0007)
                     
Weighted average number of common shares outstanding – Basic and diluted   332,699,500    331,917,500    332,699,500    331,917,500 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR NINE MONTHS ENDED APRIL 30, 2022 AND 2021

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

(Unaudited)

 

Nine Months Ended April 30, 2022
(Unaudited)

 

                          
   COMMON SHARES   ADDITIONAL         
   Number of Shares   Amount   PAID-IN CAPITAL   ACCUMULATED DEFICIT   TOTAL EQUITY 
Balance as of July 31, 2021   332,699,500   $33,270   $3,245,230   $(1,150,797)  $2,127,703 
Net loss for the period   -    -    -    (263,531)   (263,531)
Balance as of April 30,2022   332,699,500    33,270    3,245,230    (1,414,328)   1,864,172 

 

Nine Months Ended April 30, 2021
(Unaudited)

 

   COMMON SHARES   ADDITIONAL         
   Number of Shares   Amount   PAID-IN CAPITAL   ACCUMULATED DEFICIT   TOTAL EQUITY 
Balance as of July 31, 2020   331,917,500   $33,192   $2,463,308   $(812,445)  $1,684,055 
Net loss for the period   -    -    -    (219,976)   (219,976)
Balance as of April 30, 2021   331,917,500    33,192    2,463,308    (1,032,421)   1,464,079 

 

See accompanying notes to condensed consolidated financial statements.

 

F-4
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2021

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

(Unaudited)

 

     2022     2021 
  

Nine Months ended

April 30

 
   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(263,531)  $(219,976)
Adjustments to reconcile net loss to net cash (used in)/generated from operating activities:          
Equity method investment loss   335    - 
Depreciation and amortization   -    48,970 
Operating lease expenses   15,452    11,448 
Changes in operating assets and liabilities:          
Trade receivables   39,900    8,058 
Prepayments and deposits   5,189    4,160 
Trade payable   (38,738)   (577)
Other payables and accrued liabilities   29,521   677,264 
Operating lease liabilities   (15,452)   (13,462)
Net cash (used in)/generated from operating activities   (227,324)   515,885 
           
Effect of exchange rate changes on cash and cash equivalents  $-   $- 
           
Net (decrease)/ increase in cash and cash equivalents   (227,324)   515,885 
Cash and cash equivalents, beginning of year   1,910,872    1,408,048 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $1,683,548   $1,923,933 
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 NINE MONTHS ENDED APRIL 30, 2022

(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.

 

Details of the Company’s subsidiary:

 

  Company name  

Place and date of

incorporation

 

Particulars of issued

capital

  Principal activities
               
1. Phoenix Plus Corp.   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 HKD$1   Providing technical consultancy on solar power system and consultancy on green energy solution

 

F-6
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The consolidated financial statements for Phoenix Plus Corp. and its subsidiaries for the period ended April 30, 2022 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Phoenix Plus Corp. and its wholly owned subsidiaries, Phoenix Plus Corp. and Phoenix Plus International Limited. Intercompany accounts and transactions have been eliminated on consolidation. 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.

 

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 technical consultancy on solar power system and consultancy on green energy solution.

 

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, Plant and equipment

 

Property, plant 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:

 

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

 

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% 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 NINE MONTHS ENDED APRIL 30, 2022

(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 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 April 30, 2022, the Company incurred a net loss of $263,531 and has generated revenue of $19,918. The Company has accumulated deficit of $1,414,328 which 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 NINE MONTHS ENDED APRIL 30, 2022

(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 income/(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$”). The Company and its subsidiaries in Labuan and Hong Kong maintain its books and record in United States Dollars (“US$”) which is their functional currency.

 

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:

 

   As of and for the Nine Months
ended April 30
 
   2022   2021 
Period-end MYR : US$1 exchange rate   4.35    4.09 
Period-average MYR : US$1 exchange rate   4.22    4.12 
Period-end HKD$ : US$1 exchange rate   7.85    7.77 
Period-average HKD$ : US$1 exchange rate   7.82    7.76 

 

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 NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

Fair value of financial instruments:

 

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 12).

 

Recent accounting pronouncements

 

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 NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

3. COMMON STOCK

 

On November 5, 2018, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Fong Teck Kheong for initial working capital of $10.

 

On March 25, 2019, the Company issued 119,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Fong Teck Kheong for additional working capital of $11,990.

 

Between March 28, 2019 to April 1, 2019, the Company issued 135,000,000 shares of restricted common stock to 5 parties, with a par value of $0.0001 per share, for total additional working capital of $13,500.

 

On April 1, 2019, the Company issued 15,000,000 shares of restricted common stock to AGAPE ATP Corporation a company incorporated in Nevada with a par value of $0.0001 per share, for additional working capital of $1,500.

 

On April 1, 2019, the Company issued 30,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to H&D Holding Sdn Bhd, a company incorporated in Malaysia, for additional working capital of $3,000.

 

Between April 9, 2019 to April 16, 2019, the Company issued 25,100,000 shares of restricted common stock to Junsei Ryu, Lee Chong Chow and Phoenix Plus Holding Sdn Bhd with a par value of $0.03 per share, for additional working capital of $753,000.

 

Between April 25, 2019 to May 10, 2019, the Company sold shares to 19 foreign individuals, whom all reside in Malaysia. A total of 2,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $200,000.

 

Between May 11, 2019 to June 18, 2019, the Company sold shares to 23 foreign parties whom resides in Malaysia. A total of 2,067,500 shares of restricted common stock were sold at a price of $0.20 per share. The total proceeds to the Company amounted to $413,500.

 

Between May 20, 2019 to July 25,2019, the Company sold shares to 15 foreign parties, all of which do not reside in the United States. A total of 2,750,000 shares of restricted common stock were sold at a price of $0.40 per share. The total proceeds to the Company amounted to a total of $1,100,000.

 

On July 9, 2021, the company has issued 782,000 free trade common share of the company at a $1 per share for a total consideration of $782,000.

 

As of April 30, 2022, the Company has an issued and outstanding common share of 332,699,500.

 

 

4. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of April 30, 2022 and July 31, 2021 and are summarized below:

 

     As of
April 30, 2022 (unaudited)
     As of
July 31, 2021
(audited)
 
Leasehold improvement  $114,263   $114,263 
Accumulated depreciation   (114,263)  $(114,263)
Total  $-   $- 

 

These leasehold improvement 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 have completed on September 2019.

 

Depreciation expense for the nine months period ended April 30, 2022 and April 30, 2021 was $0 and $36,649 respectively.

 

F-11
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2021

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

(UNAUDITED)

 

5. PREPAYMENTS AND DEPOSITS

 

Prepayments and deposits consisted of the following at April 30, 2022 and July 31, 2021:

 

     As of
April 30, 2022
(unaudited)
     As of
July 31, 2021
(audited)
 
Subscription receivable  $-   $232,040 
Deposits   3,277    3,277 
Prepayment   3,842    9,031 
Total prepayments and deposits  $7,119   $244,348 

 

6. TRADE PAYABLE

 

Prepayments and deposits consisted of the following at April 30, 2022 and July 31, 2021:

 

     As of
April 30, 2022 (unaudited)
     As of
July 31, 2021 (audited)
 
Trade payable  $            -   $38,738 
Total trade payable  $-   $38,738 

 

7. EQUITY METHOD INVESTMENT

SCHEDULE OF EQUITY METHOD INVESTMENT

  

 

As of

April 30, 2022 (unaudited)

  

 

As of

July 31, 2021

(audited)

 
Investment, at cost  $232,040   $          - 
Less: Equity method loss   (335)   - 
Equity method investments  $231,705   $- 

 

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 April 30, 2022, the Company holds 33.9% interest in the investee company.

 

During the nine months period ended April 30, 2022 and 2021, the Company accounted $335 and $0 of equity method loss respectively.

 

8. OTHER PAYABLES AND ACCRUED LIABILITIES

 

Other payables and accrued liabilities consisted of the following at April 30, 2022 and July 31, 2021:

 

  

 

As of

April 30, 2022 (unaudited)

  

 

As of

July 31, 2021

(audited)

 
Accrued audit fees  $-   $12,500 
Accrued expenses  $58,200   $16,179 
Total other payables and accrued liabilities  $58,200   $28,679 

 

9. REVENUE

 

For the period ended April 30, 2022 and 2021, the Company has revenue arise from the following:

 

   Nine months ended April 30, 2022 (unaudited)   Nine months ended April 30, 2021 (unaudited) 
Consultancy service provided  $19,918   $28,815 
Total revenue  $19,918   $28,815 

 

10. OTHER INCOME

 

For the period ended April 30, 2022 and 2021, the Company has income arise from the following:

 

   Nine months ended April 30, 2022 (unaudited)   Nine months ended April 30, 2021 (unaudited) 
Gain from foreign exchange arise from bank remittance transaction:  $     $ 
Local   -    - 
Foreign, representing          
-Labuan   34,191    36,699 
-Hong Kong   3,266    618 
   $37,457   $37,317 

 

F-12
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

11. INCOME TAXES

 

For the nine months ended April 30, 2022, the local (United States) and foreign components of loss before income taxes were comprised of the following:

 

  

Nine months ended April 30, 2022

(unaudited)

  

Nine months ended April 30, 2021

(unaudited)

 
Tax jurisdictions from:   -    - 
Local  $(105,967)   (58,378)
Foreign, representing          
- Labuan   (48,617)   33,301 
- Hong Kong  $(108,947)   (194,899)
Loss before income tax  $(263,531)   (219,976)

 

The provision for income taxes consisted of the following:

 

  

Nine months ended April 30, 2022

(unaudited)

  

Nine months ended April 30, 2021

(unaudited)

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

 

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, Hong Kong and Labuan, Malaysia 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 April 30, 2022 the operations in the United States of America incurred $565,669 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $452,535 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards 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 tax rate of 16.5% on its assessable income.

 

F-13
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

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

 

The Company officially adopted ASC 842 for the period 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 periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

 

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 recognition of operating lease right and lease liability as follow:

 

      
Gross lease payable  $42,647 
Less: imputed interest   (2,202)
Recognition as of July 1, 2021  $40,445 

 

As of April 30, 2022 operating lease right of use asset as follow:

 

Initial recognition as of August 1, 2019  $26,772 
Additional portion from 1 July 31, 2020 to 30 June 2021   2,719 
Add: new lease addition from 1 July 2021 to 30 June 2023   40,445 
Accumulated amortization   (45,949)
Foreign exchange translation gain   591 
Balance as of April 30, 2022  $23,396 

 

As of April 30, 2022, operating lease liability as follow:

 

Initial recognition as of August 1, 2019  $26,772 
Add: additional portion (increase of leasing fee)   2,719 
Add: new lease addition from 1 July 2021 to 30 June 2023   40,445 
Less: gross repayment   (47,408)
Add: imputed interest   348 
Foreign exchange translation gain   520 
Balance as of April 30, 2022  $23,396 
Less: lease liability current portion   (19,960)
Lease liability non-current portion  $3,436 

 

For the period ended April 30, 2022, the amortization of the operating lease right of use asset are $4,818.

 

Maturities of operating lease obligation as follow:

 

Year ending      
April 30, 2022 (12 months)  $19,960 
June 30, 2023 (2 months)   3,436 
Total  $23,396 

 

Other information:

 

   Nine Months ended April 30, 
   2022   2021 
   (unaudited)   (unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:   -   - 
Operating cash flow from operating lease  $15,452   $13,462 
Right-of-use assets obtained in exchange for operating lease liabilities   23,396    2,703 
Remaining lease term for operating lease (years)   1.17    0.2 
Weighted average discount rate for operating lease   5.6%   3.3%

 

Lease expenses were $15,975 and $12,874 during nine months ended April 30, 2022 and 2021 respectively. The Company adopt ASC 842 on and after August 1, 2019.

 

13. SIGNIFICANT EVENT

 

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

 

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the period ended April 30, 2022.

 

F-14
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

14. 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:

 

By Geography:

 

     United States     Malaysia     Hong Kong     Total 
   For the period ended April 30, 2022 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue  $-   $-   $19,918   $19,918 
Cost of revenue   -    -    (16,328)   (16,328)
Net loss   (105,967)   (48,617)   (108,947)   (263,531)
                     
Total assets  $231,705   $1,576,492   $137,571   $1,945,768 

 

     United States     Malaysia     Hong Kong     Total 
   For the period ended April 30, 2021 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue  $-   $-   $28,815   $28,815 
Cost of revenue   -    -    (43,131)   (43,131)
Net (loss)/income   (58,378)   33,301    (194,899)   (219,976)
                     
Total assets  $232,040   $1,784,706   $169,433   $2,186,179 

 

F-15
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2022

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

(UNAUDITED)

 

 

15. CONCENTRATIONS OF RISK

 

(a) Major customers

For the three months ended April 30, 2022 and 2021, the customers who accounted for 10% or more of the Company’s revenue and its trade receivable balance at period-end are presented as follows:

 

   2022   2021   2022   2021   2022   2021 
   Revenue   Percentage of
revenue
  

Trade
receivable

 
                         
Customer A  $        -   $8,531    -%   58%  $-   $9,885 
Customer B   -    6,091    -    42%   -    - 
   $-   $14,622    -%   100%  $-   $9,885 

 

For the nine months ended April 30, 2022 and 2021, the customers who accounted for 10% or more of the Company’s revenue and its trade receivable balance at period-end are presented as follows:

 

   2022   2021   2022   2021   2022   2021 
   Revenue   Percentage of
revenue
  

Trade
receivable

 
                         
Customer A  $-   $22,724    -%   79%  $-   $9,885 
Customer B   19,918    6,091    100%   21%   -    - 
   $19,918   $28,815    100%   100%  $-   $9,885 

 

(b) Major vendors

 

For the three months ended April 30, 2022 and 2021, the vendors who accounted for 10% or more of the Company’s cost of revenue and its trade payable balance at period-end are presented as follows:

 

   2022   2021   2022   2021   2022   2021 
   Cost of revenue   Percentage of
cost of revenue
  

Trade

payable

 
                         
Vendor A  $      -   $12,946    -%   100%  $-   $- 
   $-   $12,946    -%   100%  $-   $- 

 

For the nine months ended April 30, 2022 and 2021, the vendors who accounted for 10% or more of the Company’s cost of revenue and its trade payable balance at period-end are presented as follows:

 

   2022   2021   2022   2021   2022   2021 
   Cost of revenue s   Percentage of
cost of revenue
  

Trade

Payable

 
                         
Vendor A  $16,328   $43,131    100%   100%  $-   $- 
   $16,328   $43,131    100%   100%  $-   $- 

 

16. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through April 30, 2022 the date the Company issued unaudited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.

 

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, which its principal activities are engaged in the industry of renewable energy.

 

F-16
 

 

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

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2021 filed with the Securities and Exchange Commission on November 12, 2021 (the “Form 10-K”) 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 financial statements and the notes to the 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, the operating Hong Kong Company which is described below. All of the previous entities share the same exact business plan.

 

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 2/137B, 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 24 months period from July 1, 2021 to June 30, 2023, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 7,500 over the course of the lease. The Company has an option to renew the tenancy for another 12 months period at a rental subject to mutual agreement with the landlord.

 

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.

 

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

 

Install solar panels in both commercial and residential settings; and
Develop and maintain solar parks.

 

3
 

 

Results of Operation

 

For the three months ended April 30, 2022 and 2021

 

Revenue

 

For the three months ended April 30, 2022 and 2021, the Company has generated revenue of $0 and $14,622 respectively. The revenue represented income from consultancy services provided to our customers on engineering, equipment procurement and transportation, and construction on solar plant.

 

Cost of Revenue and Gross Margin

 

For the three months ended April 30, 2022 and 2021, cost incurred arise in providing consultancy services are $0 and $12,946 respectively. The Company generates a gross profit for the three months ended April 30, 2022 and 2021 of $0 and $1,676.

 

Selling and marketing expenses

 

For the three months ended April 30, 2022 and 2021, we had incurred selling and marketing expenses in the amount of $0 and $40,457. These expenses comprised of marketing events and conference to promote the company in Malaysia.

 

General and administrative expenses

 

For the three months ended April 30, 2022 and 2021, we had incurred general and administrative expenses in the amount of $159,839 and $94,842. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.

 

Other Income

 

The Company recorded an amount of $1,866 and $0 as other income for the three months ended April 30, 2022 and 2021. This income is derived from the interest income and foreign exchange gain.

 

Net Loss

 

Our net loss for three months ended April 30, 2022 and 2021 were $158,104 and $133,623. The net loss mainly derived from the general and administrative, and selling and marketing expenses incurred.

 

For the Nine Months ended April 30, 2022 and 2021

 

Revenue

 

For the nine months ended April 30, 2022 and 2021, the Company has generated revenue of $19,918 and $28,815 respectively. The revenue represented income from consultancy services provided to our customers on engineering, equipment procurement and transportation, and construction on solar plant.

 

Cost of Revenue and Gross Margin

 

For the nine months ended April 30, 2022 and 2021, cost incurred arise in providing consultancy services are $16,328 and $43,131 respectively. The Company generates a gross profit of $3,590 for the nine months ended April 30, 2022 and a gross loss of $14,316 for the nine months ended April 30, 2021.

 

Selling and marketing expenses

 

For the nine months ended April 30, 2022 and 2021, we had incurred selling and marketing expenses in the amount of $0 and $40,457. These expenses comprised of marketing events and conference to promote the company in Malaysia.

 

General and administrative expenses

 

For the nine months ended April 30, 2022 and 2021, we had incurred general and administrative expenses in the amount of $304,243 and $202,520. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.

 

Other Income

 

The Company recorded an amount of $37,457and $37,317 as other income for the nine months ended April 30, 2022 and 2021. This income is derived from interest income and foreign exchange gain.

 

Net Loss

 

Our net loss for nine months ended April 30, 2022 and 2021 were $263,531 and $219,976. The net loss mainly derived from the general and administrative, and selling and marketing expenses incurred.

 

4
 

 

Liquidity and Capital Resources

 

As of April 30, 2022 and 2021, we had cash and cash equivalents of $1,683,548 and $1,923,933. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

 

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.

 

Cash Generated From/(Used In) Operating Activities

 

For the nine months ended April 30, 2022, net cash used in operating activities was $227,324. The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses. For the nine months ended April 30, 2021, net cash generated from operating activities was $515,885. The increase of cash generate was mainly because of the IPO fund received from investors.

 

Cash Provided By Financing Activities

 

For the nine months ended April 30, 2022 and 2021, net cash provided by financing activities was $0 and $0.

 

Cash Provided By Investing Activities

 

For the nine months ended April 30, 2022 and 2021, the net cash used in investing activities was $0 and $0.

 

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 April 30, 2022.

 

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 April 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of April 30, 2022, 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 April 30, 2022, 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 April 30, 2022, 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

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

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   XBRL Instance Document*
     
101.SCH   XBRL Schema Document*
     
101.CAL   XBRL Calculation Linkbase Document*
     
101.DEF   XBRL Definition Linkbase Document*
     
101.LAB   XBRL Label Linkbase Document*
     
101.PRE   XBRL Presentation Linkbase 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: June 10, 2022 By: /s/ FONG TECK KHEONG
  Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

 

9