美國
證券 交易委員會
華盛頓， D.C. 20549
表格
1934年證券交易法
截至季度末的期間
或
1934年證券交易法
在從 _______________ 到 _______________ 的過渡期間
委員會
文件編號
(註冊發行人的確切名稱，如其章程中所列)
(州 或其他管轄區的 成立 或組織) |
(國稅局 僱主 識別 號碼) |
(主要執行辦公室地址，包括郵政編碼)
註冊人的
電話號碼，包括區號
請通過勾選標明註冊人(1)在過去12個月內是否已按照1934年證券交易法第13節或第15(d)節的要求提交所有報告（或在註冊人被要求提交此類報告的較短時間內），以及(2)在過去90天內是否一直受到此類提交要求的約束。
☒ 不 ☐
請勾選註冊人是否已電子提交併在其公司網站（如有）上發佈了根據S-t法規第405條（本章第232.405節）要求在過去十二個月內（或註冊人被要求提交和發佈此類文件的較短時間內）提交和發佈的每個互動數據文件。
是的 ☐ ☒
請在「交易所法」12b-2規則中參見「大型加速文件製造商」、「加速文件製造商」和「小型報告公司」 中打勾標記，以指示註冊人是否是大型加速文件製造商、加速文件製造商、非加速文件製造商還是較小的報告公司。
大型
快速報告者 ☐ 快速報告者 ☐
新興
成長型公司
如果是新興成長公司，請勾選，如果註冊人已選擇不使用根據交易所法案第13(a)條提供的任何新的或修改的財務會計準則的延長過渡期，請勾選。
請在適用的盒子內打勾，表明註冊者是殼公司（根據交易所法案第12b-2條規定定義）。
是
☐ 否
根據該法第12(b)條註冊的證券:
| 每類的標題 | 交易符號 | 每個註冊的交易所名稱 | ||
| 場外交易市場 – 粉單 |
僅適用於涉及破產的發行人
程序 在過去五年期間：
請勾選以指明註冊人是否提交了證券交易法第12條、第13條或第15(d)節要求提交的所有文件和報告，這些是在法院確認的計劃下分發證券後的。
是的
☐
適用於 僅限企業發行人：
指明截至最近可行日期，每類發行人的普通股的流通股數。
| 課堂 | 未償付 截至2024年10月31日 | |
| 普通 股票，$ 面值 |
目錄
| 頁 | ||
| 部分 I | 財務信息 | |
| 項目 1. | 未經審計的簡明合併基本報表： | F-1 |
| 截至2024年10月31日（未經審計）和2024年7月31日（經過審計）的簡明合併資產負債表 | F-2 | |
| 截至2024年和2023年10月31日的三個月的簡明合併運營報表和綜合損失報表（未經審計） | F-3 | |
| 截至2024年和2023年10月31日的三個月的簡明合併權益變動表（未經審計） | F-4 | |
| 截至2024年和2023年10月31日的三個月合併現金流量表（未經審計） | F-5 | |
| 基本財務報表附註 | F-6 - F-16 | |
| 項 2. | 管理層關於財務狀況和經營成果的討論與分析 | 3-5 |
| 項目 3. | 關於市場風險的定量和定性披露 | 6 |
| 項目 4. | 控制項和程序 | 6 |
| 部分 II | 其他信息 | |
| 項目 1 | 法律程序 | 7 |
| 項目 2 | 未註冊的股票證券銷售及收益使用 | 7 |
| 項目 3 | 高級證券的默認情況 | 7 |
| 項目 4 | 礦山安全披露 | 7 |
| 項目 5 | 其他信息 | 7 |
| 項目 6 | 附件 | 8 |
| 簽名 | 9 |
| 2 |
部分 我財務信息
項目 1. 未經審核的簡明合併基本報表：
PHOENIX PLUS CORP.
壓縮 合併基本報表
| 頁面 | |
| 基本報表：簡明綜合財務報表 | |
| 截至2024年10月31日（未經審計）和2024年7月31日（已審計）的合併資產負債表 | F-2 |
| 截至2024年和2023年10月31日的三個月的合併經營報表和綜合損失（未經審計） | F-3 |
| 截至2024年和2023年10月31日的三個月的合併權益變動表（未經審計） | F-4 |
| 截至2024年和2023年10月31日的三個月的合併現金流量表（未經審計） | F-5 |
| 基本財務報表附註 | F-6 - F-16 |
| F-1 |
PHOENIX PLUS CORP.
簡化 合併資產負債表
截至2024年10月31日和2024年7月31日
(貨幣 以美元(「US$」)表示，股份數除外)
| 截至 | 截至 | |||||||
2024年10月31日 (未經審計) | 2024年7月31日 (已審計) | |||||||
| 資產 | ||||||||
| 流動資產 | ||||||||
| 銀行現金 | $ | $ | ||||||
| 應收賬款，扣除$的信貸損失準備 | ||||||||
| 保留款應收賬款 | ||||||||
| 其他應收款、預付款和按金 | ||||||||
| 合同資產 | ||||||||
| 遞延成本 | ||||||||
| 非流動資產 | ||||||||
| 物業、廠房及設備，淨值 | ||||||||
| 使用權資產 | ||||||||
| 權益法投資 | ||||||||
| 總資產 | ||||||||
| 負債和股東權益 | ||||||||
| 非流動負債 | ||||||||
| 租賃負債，非流動性 | $ | $ | ||||||
| 流動負債 | ||||||||
| 應付貿易款 | $ | $ | ||||||
| 保留款應支付 | ||||||||
| 其他應付款和應計費用 | ||||||||
| 租賃負債，當前 | ||||||||
| 應付所得稅 | ||||||||
| 總流動負債 | ||||||||
| 總負債 | ||||||||
| 股東權益 | ||||||||
| 優先股，$ 面值， 授權股份; 已發行且流通 | ||||||||
| 普通股，$ 面值， 已授權的股份 截至2024年10月31日和2024年7月31日已發行及流通的股份數 | $ | $ | ||||||
| 額外實收資本 | ||||||||
| 累計其他綜合損失 | ( | ) | ( | ) | ||||
| 累計虧損 | ( | ) | ( | ) | ||||
| 股東權益總額 | ||||||||
| 總負債和股東基金 | ||||||||
See accompanying notes to condensed consolidated financial statements.
| F-2 |
PHOENIX PLUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSSES
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended October 31, 2024 (Unaudited) | Three months ended October 31, 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ( | ) | ||||||
| Other income | ||||||||
| Operating expenses: | - | - | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Finance cost | ( | ) | ( | ) | ||||
| Other operating expenses | ( | ) | ( | |||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ||||||
| Net loss for the year | ( | ) | ( | ) | ||||
| Other comprehensive loss: | ||||||||
| - Foreign currency translation loss | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share - Basic and diluted | ) | ) | ||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
PHOENIX PLUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three Months Ended October 31, 2024
(Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
Three Months Ended October 31, 2023
(Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE INCOME | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of July 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-4 |
PHOENIX PLUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three months ended October 31 | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Equity method investment loss | ||||||||
| Depreciation and amortization of right-of-use asset | ||||||||
| Operating lease expenses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | ( | ) | ( | ) | ||||
| Contract assets | ( | |||||||
| Other receivables, prepayments and deposits | ( | ) | ( | ) | ||||
| Deferred cost | ( | ) | ||||||
| Retention sum receivables | ( | ) | ( | |||||
| Trade payables | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Retention sum payables | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITY | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activity | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Net cash provided by financing activity | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | $ | ( | ) | ( | ) | |||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | |||||||
| 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 THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
Phoenix Plus Corp. was incorporated on November 5, 2018 under the laws of the state of Nevada.
The Company, through its subsidiaries, engaged in providing technical consultancy on solar power system and consultancy on green energy solution, and also focused on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production.
On
March 18, 2019, the Company acquired
On July 25, 2019, Phoenix Plus Corp., a Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.
On
May 17, 2022, the Company, through its Labuan incorporated subsidiary, Phoenix Plus Corp., subscribed
The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | ||||
| 1. | |||||||
| 2. | |||||||
| 3. |
| F-6 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), 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 October 31, 2024 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, 2024. 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 October 31, 2024 and 2023 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.
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.
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.
The Company applied judgements and assumptions that significantly affect the determination of the amount and timing of revenue recognized from contracts with customers for green energy solutions engineering projects, ship and offshore maintenance, repair and operation services. The Company measures the performance of service work done by comparing the actual costs incurred with the estimated total costs required to complete the services. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognized.
Cost of revenue
Cost of revenue includes the cost of services in providing consultancy services and installation 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, 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:
| Classification | Estimated useful life | |
| Leasehold improvement | ||
| Computer hardware and software | ||
| Machinery | ||
| Motor vehicle | ||
| Tools and gauges | ||
| Signage |
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, 2024
(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
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.
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
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 October 31, 2024, the Company suffered an accumulated deficit of $
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 THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is United States Dollars (“US$”). 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:
As of and for the period ended October 31, 2024 | As of and for the period ended October 31, 2023 | |||||||
| Period-end RM : US$1 exchange rate | ||||||||
| Period-average RM : US$1 exchange rate | ||||||||
| Period-end HK$: US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), 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 14).
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
| F-10 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3. COMMON STOCK
As of October 31, 2024, the Company has an issued and outstanding common share of .
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of October 31, 2024 and July 31, 2024 are summarized below:
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Leasehold improvement | $ | $ | ||||||
| Computer hardware and software | ||||||||
| Machinery | ||||||||
| Motor vehicle | ||||||||
| Tools and gauges | ||||||||
| Signage | ||||||||
| Total | ||||||||
| Accumulated depreciation | ( | ) | $ | ( | ) | |||
| Effect of translation exchange | ( | ) | ||||||
| Property, plant and equipment, net | $ | $ | ||||||
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 October 31, 2024 and October 31, 2023 was $
5. EQUITY METHOD INVESTMENT
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Investment, at cost | $ | $ | ||||||
| Less: Equity method loss | ( | ) | ( | ) | ||||
| Less: Impairment loss on investment | ( | ) | ||||||
| Less: Write off on 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 July 31, 2022, the Company holds
On October 26, 2022, VCASB was served with a winding up petition, which the hearing of petition of the case was held on May 31, 2023 and the Malaysian court has given order that VCASB is to wind up under the provisions of the Companies Act Malaysia 2016.
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 Company also advertised the Winding Up Order in the newspaper NST and had it gazetted.
As of October 31, 2024, the Winding Up Petition was completed and closed at the stage of advertisement and gazettement of the Winding Up Order.
6. TRADE RECEIVABLES
Trade receivables consisted of the following at October 31, 2024 and July 31, 2024:
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Trade receivables | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total trade receivables | $ | $ | ||||||
| F-11 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
7. CONTRACT ASSETS
Contract assets as of October 31, 2024 and July 31, 2024 are summarized below:
As of October 31, 2024 (Unaudited) | As of July 31, 2024 (Audited) | |||||||
| Cost incurred | $ | $ | ||||||
| Attributable loss | ( | ) | ( | ) | ||||
| Progress billings | ( | ) | ( | ) | ||||
| Total contract assets | $ | $ | ||||||
8. OTHER RECEIVABLES, PREPAYMENTS AND DEPOSITS
Other receivables, prepayments and deposits consisted of the following at October 31, 2024 and July 31, 2024:
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Other receivables | $ | $ | ||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Total other receivables, prepayments and deposits | $ | $ | ||||||
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 October 31, 2024 and July 31, 2024:
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Trade payables | $ | $ | ||||||
| Total trade payables | $ | $ | ||||||
11. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following at October 31, 2024 and July 31, 2024:
As of October 31, 2024 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accrued audit fees | $ | $ | ||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
12. REVENUE
For the period ended October 31, 2024 and 2023, the Company has revenue arise from the following:
Three months period ended October 31, 2024 | Three months period ended October 31, 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Installation service | ||||||||
| Total revenue | $ | $ | ||||||
| F-12 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
13. INCOME TAXES
For the period ended October 31, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:
Three months ended October 31, 2024 | Three months ended October 31, 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Labuan | ( | ) | ||||||
| - Hong Kong | $ | ( | ) | $ | ( | ) | ||
| - Malaysia | ( | ) | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
For the period ended October 31, 2024 | For the period ended October 31, 2023 | |||||||
| 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, 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 October 31, 2024 the
operations in the United States of America incurred $
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
Hong Kong
Phoenix
Plus International Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of
Malaysia
Phoenix
Green Energy Sdn. Bhd. is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from
| F-13 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
14. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The Company officially adopted ASC 842 for the year on and after August 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative years presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative years, thusly.
As
of July 1, 2021, the Company recognized approximately US$
As
of June 1, 2022, the Company recognized another approximately US$
On
June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively entered into -years lease with landlord
for renting office space, from August 1, 2023 to July 31, 2025, with an
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:
As of October 31, 2024 (Unaudited) | As of July 31, 2024 (Audited) | |||||||
| Gross lease payable | $ | $ | ||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Recognition | $ | $ | ||||||
As of October 31, 2024 and July 31, 2024, operating lease right of use asset as follow:
As of October 31, 2024 (Unaudited) | As of July 31, 2024 (Audited) | |||||||
| Initial recognition as of August 1, 2019 | $ | $ | ||||||
| Additional portion from July 31, 2020 to June 30, 2021 | ||||||||
| Add: new lease addition from July 1, 2021 to June 30, 2023 | ||||||||
| Add: new lease addition from June 1, 2022 to May 31, 2023 | ||||||||
| Add: new lease addition from June 1, 2023 to July 31, 2023 | ||||||||
| Add: new lease addition from August 1, 2023 to July 31, 2026 | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Foreign exchange translation loss | ( | ) | ( | ) | ||||
| Balance | $ | $ | ||||||
| F-14 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
As of October 31, 2024 and July 31, 2024, operating lease liability as follow:
As of October 31, 2024 (Unaudited) | As of July 31, 2024 (Audited) | |||||||
| Initial recognition as of August 1, 2019 | $ | $ | ||||||
| Add: additional portion (increase of leasing fee) | ||||||||
| Add: new lease addition from July 1, 2021 to June 30, 2023 | ||||||||
| Add: new lease addition from June 1, 2022 to May 31, 2023 | ||||||||
| Add: new lease addition from June 1, 2023 to July 31, 2023 | ||||||||
| Add: new lease addition from August 1, 2023 to July 31, 2026 | ||||||||
| Less: gross repayment | ( | ) | ( | ) | ||||
| Add: imputed interest | ||||||||
| Foreign exchange translation gain | ( | ) | ||||||
| Balance | ||||||||
| Less: lease liability current portion | ( | ) | ( | ) | ||||
| Lease liability non-current portion | $ | $ | ||||||
For
the period ended October 31, 2024 and 2023, the amortization of the operating lease right of use asset are $
Maturities of operating lease obligation as follow:
| Year ending | ||||
| July 31, 2025 (9 months) | $ | |||
| July 31, 2026 (12 months) | ||||
| Total | $ | |||
Other information:
| Period ended October 31 | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow from operating lease | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
| Remaining lease term for operating lease (years) | ||||||||
| Lease 1 | ||||||||
| Lease 2 | ||||||||
| Lease 3 | ||||||||
| Weighted average discount rate for operating lease | ||||||||
| Lease 1 | % | |||||||
| Lease 2 | % | |||||||
| Lease 3 | % | % | ||||||
Lease
expenses were $
| F-15 |
PHOENIX PLUS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 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:
| (a) | Major customers |
For the period ended October 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:
| For the period ended October 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenue | Percentage of Revenue | Trade Receivable | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer B | % | % | ||||||||||||||||||||||
| Customer C | % | % | ||||||||||||||||||||||
| Customer D | % | % | ||||||||||||||||||||||
| Customer E | % | % | ||||||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
| (b) | Major vendors |
For the period ended October 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:
| For the period ended October 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Cost of Revenue | Percentage of Cost of Revenue | Trade Payable | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | ||||||||||||||||||||
| Vendor B | % | % | ||||||||||||||||||||||
| Vendor C | % | % | ||||||||||||||||||||||
| Vendor D | % | % | ||||||||||||||||||||||
| Vendor E | % | % | ||||||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
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:
By Geography:
| For the period ended October 31, 2024 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the period ended October 31, 2023 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
17. RELATED PARTY TRANSACTIONS
Material Transactions with Related Party
| Name of Related Party | Relationship to Us | |
| Radiance Holding Corp | Radiance
Holding Corp is the |
We carried out the following significant transactions with the related party for the period ended October 31, 2024:
As of October 31, 2024 (Unaudited) | As of July 31, 2024 (Audited) | |||||||
| Transactions with related party | ||||||||
| Radiance Holding Corp | ||||||||
| Management fee | $ | $ | ||||||
The related party transactions mainly derived from the management fees associated with accounting and administrative work provided by related party.
| F-16 |
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 31, 2024, for the year ended July 31, 2024 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. |
On August 21 ,2024, Phoenix Plus Corp. (the “Company”) closed the transactions contemplated by a stock issuance agreement (the “Stock Issuance Agreement”) between Radiance Holdings Corp, a Nevada incorporated entity (the “Purchaser”), and SIX (6) shareholders (the “Sellers”) of the Company. Pursuant to the stock issuance agreement, the Purchaser issued 276,313,100 shares of the common stock of the Purchaser, par value $0.0001, to the Sellers. In exchange, the Sellers transferred 276,313,100 common stock of the Company (the “Shares”) at $0.0001 per share, representing a total consideration of US$27,631.31.
The Shares represent approximately 83.05% of the Company’s issued and outstanding common stock as of the Closing. Upon Closing, the Purchaser became a controlling shareholder of the Company.
| 3 |
Results of Operation
For the three months ended October 31, 2024 and 2023
Revenues
For the three months ended October 31, 2024 and 2023, the Company has generated revenue of $30,707 and $444,071 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 October 31, 2024 and 2023, cost incurred in providing consultancy services and installation services are $46,299 and $378,310 respectively. The Company generated gross (loss)/ profit of $(15,592) and $65,761 for the three months ended October 31, 2024 and 2023 respectively. The decline in profitability is attributed to project delays, higher labor costs, and additional expenses incurred for replacing damaged items.
General and administrative expenses
For the three months ended October 31, 2024 and 2023, we had incurred general and administrative expenses in the amount of $113,781 and $97,982. 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 $35,652 and $10 as other income for the three months ended October 31, 2024 and 2023. This income is derived from foreign exchange and interest income.
Net Loss
Our net loss for three months ended October 31, 2024 and 2023 were $96,200 and $43,820. 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, 2024 is mainly driven by increased cost generated by the Company.
| 4 |
Liquidity and Capital Resources
As of October 31, 2024 and 2023, we had cash and cash equivalents of $337,394 and $821,371. We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital.
Cash Used In Operating Activities
For the three months ended October 31, 2024 and 2023, net cash used in operating activities was $80,854 and $284,176 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 three months ended October 31, 2024 and 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.
Cash Used In Investing Activities
For the three months ended October 31, 2024 and 2023, the net cash used in investing activities was $1,417 and $1,620. 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 October 31, 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 October 31, 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 October 31, 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 October 31, 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 October 31, 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
Vettons City Angels Sdn. Bhd.
On August 8, 2022, the Company being a member of Vettons City Angels Sdn. Bhd. (hereinafter referred as “VCASB”) holding 33.96% 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. |
The Company also advertised the Winding Up Order in the newspaper NST and had it gazetted.
Therefore, the Winding Up Petition was completed and closed at the stage of advertisement and gazettement of the Winding Up Order.
Lenggong Hydro Sdn. Bhd.
On February 20, 2024, a WRIT and Statement of Claim were sent to one of the Company’s subsidiary, Phoenix Green Energy Sdn. Bhd. (hereinafter referred as “PGESB”), from one of PGESB’s supplier, Lenggong Hydro Sdn. Bhd. (hereinafter referred as “LHSB”), demanding a claim of RM153,588.76. The claim is in relation to unpaid invoices for PGESB’s Helio L3 Solar Project which took place in Selangor, Malaysia. According to the WRIT, an online case management review was scheduled on March 19, 2024. Due to unexpected circumstances, the Writ and Statement of Claim only came to PGESB’s attention after March 19, 2024.
Upon receiving the WRIT, PGESB have appointed Messrs. Andrew, Jye & Co. as solicitor on this matter.
On April 12, 2024, Messrs. Andrew, Jye & Co submitted on behalf of PGESB a written response to the court, seeking to set aside the judgment and initiate another round of case management. Additionally, on April 25, 2024, the solicitor delivered on-behalf PGESB a letter on to LHSB’s solicitor, proposing a settlement of MYR90,000.00 (“Proposed Settlement”). As of June 12, PGESB are still awaiting response from LHSB.
In the event that LHSB reject the Proposed Settlement, both parties are required to serve Written Submission and Reply Submission by June 21, 2024 and July 5, 2024, respectively. A judgement are scheduled on July 24, 2024, which could be withdrawn with the acceptance of Proposed Settlement by LHSB prior to the date.
On August 27, 2024, LHSB’s solicitor, on behalf of LHSB, confirmed acceptance of the proposed settlement, with payment due on or before September 6, 2024. PGESB made full payment of the proposed settlement on September 4, 2024. On September 6, 2024, the court was issued the notice of discontinuance.
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: December 12, 2024 | ||
| By: | /s/ LEE CHONG CHOW | |
| Title: | Chief Executive Officer, | |
| President, Director, Secretary and Treasurer | ||
| 9 |