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 ~~October~~January 31, ~~2024~~2025

☐ 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 ~~October~~January 31, ~~2024~~2025
Common Stock, $.0001 par value		332,699,500

TABLE OF CONTENTS

		~~Page~~	Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	~~F-1~~	F-1
	Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and July 31, 2024 (audited)	F-2
	Condensed Consolidated Balance Sheets as of January 31, 2025 (unaudited) and July 31, 2024 (audited)		F-2
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-3
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Six Months Ended January 31, 2025 and 2024 (unaudited)		F-3
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-4
	Condensed Consolidated Statements of Changes in Equity for the Six Months Ended January 31, 2025 and 2024 (unaudited)		F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2025 and 2024 (unaudited)		F-5
	Notes to the Condensed Consolidated Financial Statements	~~F-6 - F-16~~	F-6 - F-18
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~3-5~~	3-6
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6	6
ITEM 4.	CONTROLS AND PROCEDURES	6	6
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7	7
ITEM 4	MINE SAFETY DISCLOSURES	7	7
ITEM 5	OTHER INFORMATION	7	7
ITEM 6	EXHIBITS	8	8
	SIGNATURES	9	9

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	~~Page~~	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and July 31, 2024 (audited)	F-2
Condensed Consolidated Balance Sheets as of January 31, 2025 (unaudited) and July 31, 2024 (audited)		F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-3
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Six Months Ended January 31, 2025 and 2024 (unaudited)		F-3
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-4
Condensed Consolidated Statements of Changes in Equity for the Six Months Ended January 31, 2025 and 2024 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2024 and 2023 (unaudited)	F-5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2025 and 2024 (unaudited)		F-5
Notes to the Condensed Consolidated Financial Statements	~~F-6 - F-16~~	F-6 - F-18

F-1

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~OCTOBER~~JANUARY 31, ~~2024~~2025 (UNAUDITED)AND JULY 31, 2024 (AUDITED)

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

	As of			As of
	October 31, 2024 (Unaudited)			July 31, 2024 (Audited)
	January 31, 2025 (Unaudited)			July 31, 2024 (Audited)
ASSETS
Current assets
Cash at banks	$	~~337~~277,~~394~~841		$	434,351
Trade receivables, net of allowance for credit loss of $26,641 and $25,366 as of October 31, 2024 and July 31, 2024, respectively		105,680			10,964
Trade receivables, net of allowance for credit loss of $26,163 and $25,366 as of January 31, 2025 and July 31, 2024, respectively		53,567			10,964
Retention sum receivables		~~123~~75,~~393~~474			109,945
Other receivables, prepayments and deposits		1532,~~267~~627			12,801
Contract assets		~~121~~143,~~241~~731			269,434
Deferred cost		2,~~313~~281			4,122
Total current assets		~~705~~585,~~288~~521			841,617
Non-current assets
Property, plant and equipment, net		21,785			20,817
Plant and equipment, net		20,076			20,817
Lease right-of-use asset		5446,~~859~~592			59,197
Equity method investment		-			-
Total non-current assets		7666,~~644~~668			80,014
TOTAL ASSETS		~~781~~652,~~932~~189			921,631
LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current liability
Lease liabilities, non-current	$	2516,~~059~~551		$	31,553
Total non-current liabilities		2516,~~059~~551			31,553
Current liabilities
Trade payables	$	6057,~~972~~204		$	81,466
Retention sum payables		7168,~~097~~435			67,697
Other payables and accrued liabilities		23,371			34,386
Other payables and accrued liabilities (Included $20,000 due to a related party)		40,237			34,386
Lease liabilities, current		31,~~477~~453			29,469
Income tax payables		~~702~~440			-
Total current liabilities		~~187~~197,~~619~~769			213,018
Total liabilities		~~212~~214,~~678~~320			244,571
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding		-			-
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of October 31, 2024 and July 31, 2024 respectively	$	33,270		$	33,270
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of January 31, 2025 and July 31, 2024 respectively	$	33,270		$	33,270
Additional paid-in capital		3,245,230			3,245,230
Accumulated other comprehensive loss		(2521,~~615~~521	)		(14,009	)
Accumulated deficit		(2,~~683~~819,~~631~~110	)		(2,587,431	)
Total stockholders’ equity		~~569~~437,~~254~~869			677,060
TOTAL LIABILITIES AND STOCKHOLDERS’ FUND		~~781~~652,~~932~~189			921,631

See accompanying notes to condensed consolidated financial statements.

F-2

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSSES

FOR THE THREE AND SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025 and ~~2023~~2024

(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 (Unaudited)
	2025			2024			2025			2024
Revenue	$	30,707		$	444,071
	Three Months Ended January 31						Six Months Ended January 31
Cost of revenue		(46,299	)		(378,310	)
	2025			2024			2025			2024
Gross profit		(15,592	)		65,761
Revenue	$	61,923		$	488,287		$	92,630		$	932,358
Other income		35,652			10
Cost of revenue	$	(44,384	)	$	(502,181	)	$	(90,683	)	$	(880,491	)
Operating expenses:		-			-
Gross profit/(loss)	$	17,539		$	(13,894	)	$	1,947		$	51,867
General and administrative expenses		(113,781	)		(97,982	)
Other income	$	(15,266	)	$	3,739		$	20,386		$	18
Finance cost		(1,051	)		(1,358	)
Operating expenses:
Other operating expenses		(726	)		(10,251
General and administrative expenses	$	(77,145	)	$	(101,504	)	$	(150,926	)	$	(199,486	)
Loss before income tax		(95,498	)		(43,820	)
General and administrative expenses – related party		(60,000	)		-			(100,000	)		-
Income tax expense		(702	)		-
Finance cost	$	(841	)	$	(1,268	)	$	(1,892	)	$	(2,626	)
Net loss for the year		(96,200	)		(43,820	)
Other operating expenses	$	(28	)	$	-		$	(754	)	$	(6,520	)
Other comprehensive loss:
Loss before income tax	$	(135,741	)	$	(112,927	)	$	(231,239	)	$	(156,747	)
- Foreign currency translation loss		(11,606	)		(3,839	)
Income tax income/(expense)	$	262		$	-		$	(440	)	$	-
Comprehensive loss	$	(107,806	)	$	(47,659	)
Net loss for the period	$	(135,479	)	$	(112,927	)	$	(231,679	)	$	(156,747	)
Net loss per share - Basic and diluted		(0.0003	)		(0.0001	)
Other comprehensive income/(loss):
Weighted average number of common shares outstanding - Basic and diluted		332,699,500			332,699,500
- Foreign exchange adjustment gain/(loss)	$	4,094		$	1,459		$	(7,512	)	$	(2,380	)
Comprehensive loss	$	(131,385	)	$	(111,468	)	$	(239,191	)	$	(159,127	)
Net loss per share, basic and diluted:	$	(0.0004	)	$	(0.0003	)	$	(0.0007	)	$	(0.0005	)
Weighted average number of common shares outstanding – Basic and diluted		332,699,500			332,699,500			332,699,500			332,699,500

See accompanying notes to condensed consolidated financial statements.

F-3

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025 and ~~2023~~2024

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

(Unaudited)

~~Three~~Six Months Ended ~~October~~January 31, ~~2024~~2025 (Unaudited)

(Unaudited)

	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON SHARES				ADDITIONAL		ACCUMULATED OTHER
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of July 31, 2024		332,699,500	$	33,270	$	3,245,230	$	(14,009	)	$	(2,587,431	)	$	677,060
Net loss for the period		-		-		-		-			(96,200	)		(96,200	)
Foreign currency translation adjustment		-		-		-		(11,606	)		-			(11,606	)
Balance as of October 31, 2024		332,699,500		33,270		3,245,230		(25,615	)		(2,683,631	)		569,254
Net loss for the period		-		-		-		-			(135,479	)		(135,479	)
Foreign currency translation adjustment		-		-		-		4,094			-			4,094
Balance as of January 31, 2025		332,699,500	$	33,270	$	3,245,230	$	(21,521	)	$	(2,819,110	)	$	437,869

	COMMON SHARES				ADDITIONAL		ACCUMULATED OTHER
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of July 31, 2024		332,699,500	$	33,270	$	3,245,230	$	(14,009	)	$	(2,587,431	)	$	677,060
Net loss for the period		-		-		-		-			(96,200	)		(96,200	)
Foreign currency translation adjustment		-		-		-		(11,606	)		-			(11,606	)
Balance as of October 31, 2024		332,699,500		33,270		3,245,230		(25,615	)		(2,683,631	)		569,254

Six Months Ended January 31, 2024

(Unaudited)

Three Months Ended October 31, 2023

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

Net profit for the period		-		-		-		-			(112,927	)		(112,927	)
Net profit (loss) for the period		-		-		-		-			(112,927	)		(112,927	)

Foreign currency translation adjustment		-		-		-		1,459			-			1,459
Balance as of January 31, 2024		332,699,500	$	33,270	$	3,245,230	$	(8,297	)	$	(2,306,397	)	$	963,806
Balance		332,699,500	$	33,270	$	3,245,230	$	(8,297	)	$	(2,306,397	)	$	963,806

(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		332,699,500	$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Balance		332,699,500	$	33,270	$	3,245,230	$	(5,917	)	$	(2,149,650	)	$	1,122,933
Net loss for the period		-		-		-		-			(43,820	)		(43,820	)
Foreign currency translation adjustment		-		-		-		(3,839	)		-			(3,839	)
Balance as of October 31, 2023		332,699,500		33,270		3,245,230		(9,756	)		(2,193,470	)		1,075,274
Balance		332,699,500		33,270		3,245,230		(9,756	)		(2,193,470	)		1,075,274

See accompanying notes to condensed consolidated financial statements.

F-4

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025 and ~~2023~~2024

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

(Unaudited)

	2024			2023
	2025			2024
	Three months ended October 31
	Six months ended January 31
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before income tax	$	(95,498	)	$	(43,820	)
Net loss	$	(231,239	)	$	(156,747	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity method investment loss		-			-
Depreciation and amortization of right-of-use asset		12,~~386~~710			~~543~~1,222
Operating lease expenses		7,358			7,522
Operating lease liabilities		14,527			12,853
Changes in operating assets and liabilities:
Trade receivables		(9442,~~716~~603	)		(72332,~~319~~388	)
Contract assets		~~148~~125,~~193~~703			~~(171,924~~-
Other receivables, prepayments and deposits		(2,466	)		(40,593	)
Other receivables, prepayment and deposits		(19,826	)		(33,500	)
Deferred cost		1,809			(50,333	)
Contract liabilities		-			24,477
Retention sum receivables		(13,448	)		(37,178
Deferred cost		1,841			(28,557	)
Trade payables		(20,494	)		82,182
Retention sum receivables		34,471			(106,923	)
Other payables and accrued liabilities		(11,015	)		(460	)
Trade payables		(24,262	)		223,769
Deferred revenue					-
Other payables, accrued liabilities and deposit received		5,851			(21,826	)
Retention sum payables		~~3,400~~738			5165,~~914~~837
Operating lease liabilities		(513,~~363~~018	)		(915,~~710~~188	)
Net cash used in operating activities		(80145,~~854~~107	)		(~~284~~366,~~176~~971	)
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of property, plant and equipment		(1,417	)		(1,620	)
Purchase of plant and equipment		(1,395	)		(1,647	)
Net cash used in investing activity		(1,~~417~~395	)		(1,~~620~~647	)
CASH FLOWS FROM FINANCING ACTIVITY:
Net cash provided by financing activity		-			-
Effect of exchange rate changes on cash and cash equivalents	$	(1410,~~686~~008	)		~~(872~~1,101	)
Net decrease in cash and cash equivalents		(96156,~~957~~510	)		(~~286~~367,~~668~~517	)
Cash and cash equivalents, beginning of year		434,351			1,108,039
Cash and cash equivalents, beginning of period		434,351			1,108,039
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~337~~277,~~394~~841			~~821~~740,~~371~~522
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~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

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

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

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

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

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

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

	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 HK$1 each	Providing technical consultancy on solar power system and consultancy on green energy solution

3.	Phoenix Green Energy Sdn. Bhd.	Malaysia / May 17, 2022	1,200,000 shares of ordinary share of MYR1 each	Providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning services

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed financial statements for Phoenix Plus Corporation for the period ended January 31, 2025 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 January 31, 2025 and 2024 presented are not necessarily indicative of the results to be expected for the full year. The Company has adopted July 31 as its fiscal year end.

Basis of consolidation

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

F-6

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

(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 ~~plant~~ and equipment

~~Property,~~Plant ~~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		21 months
Computer hardware and software		5 years
Machinery		5 years
Motor vehicle		5 years
Tools and gauges		5 years
Signage		5 years

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

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 ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

Investment under equity method

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 ~~October~~January 31, ~~2024~~2025, the Company suffered an accumulated deficit of $2,~~683~~819,~~631~~110, negative operating cash flow of $80145,~~854~~107 and net loss of $96231,~~200~~679. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

F-8

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

Net loss per share

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

Foreign currencies translation

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

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

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

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

	As of and for the period ended October 31, 2024		As of and for the period ended October 31, 2023
	As of and for the period ended January 31, 2025		As of and for the period ended January 31, 2024
Period-end RM : US$1 exchange rate		4.3846		4.7673
Period-average RM : US$1 exchange rate		4.3345		4.7068
Period-end HK$: US$1 exchange rate		7.7778		7.82
Period-average HK$ : US$1 exchange rate		7.7978		7.8281

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~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

(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~~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~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, 2024

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

(UNAUDITED)

3. COMMON STOCK

As of ~~October~~January 31, ~~2024~~2025, the Company has an issued and outstanding common share of 332,699,500.

4. ~~PROPERTY,~~ PLANT AND EQUIPMENT

~~Property,~~Plant ~~plant~~ and equipment as of ~~October~~January 31, ~~2024~~2025 and July 31, 2024 are summarized below:

	As of October 31, 2024			As of July 31, 2024
	As of January 31, 2025			As of July 31, 2024
	(Unaudited)			(Audited)
Leasehold improvement	$	114,263		$	114,263
Computer hardware and software		10,~~389~~387			10,294
Machinery		377			377
Motor vehicle		11,304			11,304
Tools and gauges		3,~~389~~384			3,123
Signage		1,~~056~~037			-
Total		140,~~778~~752			139,361
Accumulated depreciation		(~~119~~121,~~824~~160	)	$	(118,450	)
Effect of translation exchange		~~831~~484			(94	)
Property, plant and equipment, net	$	21,785		$	20,817
Plant and equipment, net	$	20,076		$	20,817

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~~January 31, ~~2024~~2025 and ~~October~~January 31, ~~2023~~2024 was $12,~~386~~710 and $~~543~~1,222 respectively.

5. EQUITY METHOD INVESTMENT

SCHEDULE OF EQUITY METHOD INVESTMENT

	As of October 31, 2024			As of July 31, 2024
	As of January 31, 2025			As of July 31, 2024
	(Unaudited)			(Audited)
Investment, at cost	$	232,040		$	232,040
Less: Equity method loss		(335	)		(335	)
Less: Impairment loss on investment		-			(231,705	)
Less: Write off on investment		(231,705	)		-
Equity method investment	$	-		$	-

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

As of July 31, 2022, the Company holds 33.9% interest in Vettons City Angels Sdn. Bhd, a Malaysia corporation (hereinafter referred as “VCASB”). The Company accounted $335 of equity method loss of investment in VCASB for the year ended July 31, 2022.

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:

SCHEDULE OF TRADE RECEIVABLES

	As of October 31, 2024			As of July 31, 2024
	(Unaudited)			(Audited)
Trade receivables	$	132,321		$	36,330
Less: Allowance for credit losses		(26,641	)		(25,366	)
Total trade receivables	$	105,680		$	10,964

F-11

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

76. ~~CONTRACT~~TRADE ~~ASSETS~~RECEIVABLES

~~Contract~~Trade ~~assets~~receivables asconsisted of ~~October~~the following at January 31, ~~2024~~2025 and July 31, 2024 ~~are summarized below~~:

SCHEDULE OF TRADE RECEIVABLES

	As of January 31, 2025			As of July 31, 2024
	(Unaudited)			(Audited)
Trade receivables	$	79,730		$	36,330
Less: Allowance for credit losses		(26,163	)		(25,366	)
Total trade receivables	$	53,567		$	10,964

7. CONTRACT ASSETS/(LIABILITIES)

Contract assets as of January 31, 2025 and July 31, 2024 are summarized below:

SCHEDULE OF CONTRACT ASSETS

	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
	As of January 31, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Cost incurred	$	1623,~~420,415~~870		$	1,321,934
Attributable loss		(66,164	)		(45,312	)
Attributable profit		94,662			(45,312	)
Contract assets, gross		1718,~~354,251~~533			1,276,622
Progress billings		(1574,~~233,010~~802	)		(1,007,188	)
Total contract assets	$	~~121~~143,~~241~~731		$	269,434

8. OTHER RECEIVABLES, ~~PREPAYMENTS~~PREPAYMENT AND DEPOSITS

Other receivables, ~~prepayments~~prepayment and deposits consisted of the following at ~~October~~January 31, ~~2024~~2025 and July 31, 2024:

	As of October 31, 2024		As of July 31, 2024
	As of January 31, 2025		As of July 31, 2024
	(Unaudited)		(Audited)
Other receivables	$	-	$	332
Deposits		1312,~~008~~877		12,469
Prepayments		2,259		-
Prepayment		19,750		-
Total other receivables, prepayments and deposits	$	15,267	$	12,801
Total other receivables, prepayment and deposits	$	32,627	$	12,801

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~~January 31, ~~2024~~2025 and July 31, 2024:

SCHEDULE OF TRADE PAYABLES

	As of October 31, 2024		As of July 31, 2024
	As of January 31, 2025		As of July 31, 2024
	(Unaudited)		(Audited)
Trade payables	$	6057,~~972~~204	$	81,466
Total trade payables	$	6057,~~972~~204	$	81,466

11. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following at October 31, 2024 and July 31, 2024:

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

	As of October 31, 2024		As of July 31, 2024
	(Unaudited)		(Audited)
Accrued audit fees	$	2,000	$	16,859
Other payables and accrued liabilities	$	21,371	$	17,527
Total other payables and accrued liabilities	$	23,371	$	34,386

12. REVENUE

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

SCHEDULE OF REVENUE

	Three months period ended October 31, 2024		Three months period ended October 31, 2023
	(Unaudited)		(Unaudited)
Installation service		30,707		444,071
Total revenue	$	30,707	$	444,071

F-12

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

11. OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED

Other payables, accrued liabilities and deposits received consisted of the following at January 31, 2025 and July 31, 2024:

	As of January 31, 2025		As of July 31, 2024
	(Unaudited)		(Audited)
Accrued audit fees	$	3,000	$	16,859
Other payables, accrued liabilities and deposits received		37,237		17,527
Total other payables, accrued liabilities and deposits received	$	40,237	$	34,386

Included in other payables is related party balance amounting to $20,000 (July 31, 2024: Nil).

12. REVENUE

For the period ended January 31, 2025 and 2024, the Company has revenue arise from the following:

SCHEDULE OF REVENUE

	Six months period ended January 31, 2025		Six months period ended January 31, 2024
	(Unaudited)		(Unaudited)
Installation service provided	$	92,630	$	932,358
Total revenue	$	92,630	$	932,358

13. INCOME TAXES

For the period ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, 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
	Six months period ended January 31, 2025			Six months period ended January 31, 2024
	(Unaudited)			(Unaudited)
Tax jurisdictions from:
Local	$	(45137,~~912~~220	)	$	(1738,~~935~~083	)
Foreign, representing
- Labuan		2314,~~383~~661			(9,~~549~~129	)
- Hong Kong	$	(511,~~940~~550	)	$	(812,~~041~~964	)
- Malaysia		(6797,~~029~~130	)		(896,~~295~~571	)
Loss before income tax	$	(95231,~~498~~239	)	$	(43156,~~820~~747	)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

	For the period ended October 31, 2024			For the period ended October 31, 2023
	For the period ended January 31, 2025			For the period ended January 31, 2024
Current:
- Local		-			-
- Foreign	$	~~(702~~440	)		-
Deferred:
- Local		-			-
- Foreign		-			-
Income tax expense	$	~~(702~~440	)	$	-

F-13

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2025

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

(UNAUDITED)

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

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

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of ~~October~~January 31, ~~2024~~2025 the operations in the United States of America incurred $1,~~013~~094,~~661~~529 of cumulative net operating losses which can be carried forward to offset a maximum of 80% future taxable income. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $~~810~~875,~~929~~623 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Labuan

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

Hong Kong

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

Malaysia

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

F-1314

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

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

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

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

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

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

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

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

	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
	As of January 31, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Gross lease payable	$	107,053		$	107,053
Less: imputed interest		(9,359	)		(9,359	)
Recognition	$	97,694		$	97,694

As of ~~October~~January 31, ~~2024~~2025 and July 31, 2024, operating lease right of use asset as follow:

	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
	As of January 31, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Initial recognition as of August 1, 2019	$	26,772		$	26,772
Additional portion from July 31, 2020 to June 30, 2021		2,719			2,719
Add: new lease addition from July 1, 2021 to June 30, 2023		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2023		9,343			9,343
Add: new lease addition from June 1, 2023 to July 31, 2023		1,534			1,534
Add: new lease addition from August 1, 2023 to July 31, 2026		86,817			86,817
Accumulated amortization		(~~112~~118,~~657~~992	)		(105,299	)
Foreign exchange translation loss		(~~114~~2,046	)		(3,134	)
Balance	$	5446,~~859~~592		$	59,197

F-1415

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

As of ~~October~~January 31, ~~2024~~2025 and July 31, 2024, operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
	As of January 31, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Initial recognition as of August 1, 2019	$	26,772		$	26,772
Add: additional portion (increase of leasing fee)		2,719			2,719
Add: new lease addition from July 1, 2021 to June 30, 2023		40,445			40,445
Add: new lease addition from June 1, 2022 to May 31, 2023		9,343			9,343
Add: new lease addition from June 1, 2023 to July 31, 2023		1,534			1,534
Add: new lease addition from August 1, 2023 to July 31, 2026		86,817			86,817
Less: gross repayment		(~~121~~128,~~417~~757	)		(110,167	)
Add: imputed interest		6,~~387~~609			5,064
Foreign exchange translation gain		32,~~936~~522			(1,505	)
Balance		5648,~~536~~004			61,022
Less: lease liability current portion		(31,~~477~~453	)		(29,469	)
Lease liability non-current portion	$	2516,~~059~~551		$	31,553

For the period ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the amortization of the operating lease right of use asset are $714,~~033~~527and ~~and~~ $612,~~349~~853 respectively.

Maturities of operating lease obligation as follow:

Year ending
July 31, 2025 (9 months)	$	31,477
July 31, 2025 (6 months)	$	31,453
July 31, 2026 (12 months)		2516,~~059~~551
Total	$	5648,~~536~~004

Other information:

SCHEDULE OF OTHER INFORMATION

	2024			2023
	2025			2024
	Period ended October 31
	Period ended January 31
	2024			2023
	2025			2024
	(Unaudited)			(Unaudited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease	$	814,~~500~~527		$	915,~~710~~188
Right-of-use assets obtained in exchange for operating lease liabilities		-			-
Remaining lease term for operating lease (years)
Lease 1		-			~~0.7~~-
Lease 2		-			~~0.6~~-
Lease 3		21.075			2.85
Weighted average discount rate for operating lease
Lease 1		-			5.6	%
Lease 2		-			5.56	%
Lease 3		6.85	%		6.85	%

Lease expenses were $~~1,034~~862 for the period ended ~~October~~January 31, ~~2024~~2025 and $12,~~358~~626 for the period ended ~~October~~January 31, ~~2023~~2024. The Company adopt ASC 842 on and after August 1, 2019.

F-1516

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025

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

(UNAUDITED)

15. CONCENTRATION OF RISK

The Company is exposed to the following concentrations of risk:

SCHEDULE OF CONCENTRATION OF RISK

(a)	Major customers

For the ~~period~~three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at year-end are presented as follows:

	For the period ended October 31
	Three months ended January 31
	2024		2023		2024			2023			2024		2023
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Trade Receivable
Customer A	$	~~7,967~~-	$	~~282~~244,~~142~~985		25-	%		6450	%	$	~~83,564~~-	$	63250,~~766~~173
Customer B		~~8,190~~-	$	~~161~~240,~~929~~408		26-	%		3649	%		~~18,417~~-	$	2094,~~641~~303
Customer C	$	635,~~080~~827		-		1958	%		-	%	$	34,~~699~~521		-
Customer D	$	67,~~072~~146		-		2011	%		-	%		-		-
Customer E	$	36,~~173~~067		-		10	%		-	%	$	-964		-
	$	3149,~~482~~040	$	~~444~~485,~~071~~393		~~100~~79	%		~~100~~99	%	$	~~105~~5,~~680~~485	$	84344,~~407~~476

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

	Six months ended January 31
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Trade Receivable
Customer A		-	$	403,103		-			43	%		-	$	250,173
Customer B		-	$	528,259		-			56	%		-	$	94,303
Customer C	$	35,827		-		39	%		-		$	4,521		-
Customer D	$	7,146		-		8	%		-			-		-
Customer E	$	6,067		-		7	%		-		$	964		-
Customer F	$	8,585		-		9	%		-		$	45,705		-
Customer G	$	8,252		-		8	%		-		$	-		-
	$	65,877	$	913,362		71	%		99	%	$	51,190	$	344,476

(b)	Major vendors

For the ~~period~~three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the vendors who accounted for 10% or more of the Company’s purchases and its ~~outstanding~~ outstanding payable balance at year-end are presented as follows:

	For the period ended October 31
	Three months ended January 31
	2024		2023		2024			2023			2024		2023
	2025		2024		2025			2024			2025		2024
	Cost of Revenue				Percentage of Cost of Revenue						Trade Payable
Vendor A	$	-	$	~~181~~75,~~559~~334		-	%		4815	%		-	$	2743,~~687~~632
Vendor B		~~7,943~~-	$	-65,072		45-	%		-13	%		~~7,852~~-	$	-17,343
Vendor C		-	$	5864,~~755~~628		-	%		1613	%		-	$	3025,~~951~~271
Vendor D	$	513,~~297~~742		-		3031	%		-	%	$	-2,556		-
Vendor E	$	410,~~406~~085		-		2523	%		-	%	$	-10,063		-
	$	17,646	$	240,314		38	%		64	%	$	7,852	$	58,638
Vendor F	$	6,419		-		14	%		-			-		-
Vendor G	$	5,166		-		12	%		-			-		-
	$	35,412	$	205,034		80	%		41	%	$	12,619	$	86,246

For the six months ended January 31, 2025 and 2024, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year-end are presented as follows:

	Six months ended January 31
	2025		2024		2025			2024			2025		2024
	Cost of Revenue				Percentage of Cost of Revenue						Trade Payable
Vendor A		-	$	204,038		-	%		23	%		-	$	21,144
Vendor B		-	$	91,824		-	%		10	%		-	$	43,090
Vendor D	$	18,897		-		21	%		-		$	2,556		-
Vendor E	$	10,085		-		11	%		-		$	10,063		-
Vendor F	$	6,419		-		9	%		-			-		-
Vendor G	$	8,536		-		7	%		-			-		-
	$	43,937	$	295,862		48	%		33	%	$	12,619	$	64,234

F-17

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2025

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

(UNAUDITED)

16. SEGMENT INFORMATION

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

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

SCHEDULE OF INTER-SEGMENT SALES

By Geography:

	United States			Malaysia			Hong Kong			Total
	For the period ended October 31, 2024
	United States			Malaysia			Hong Kong			Total
Revenue	$	-		$	30,707		$	-		$	30,707
Cost of revenue		-			(46,299	)		-			(46,299	)
Net loss		(45,912	)		(44,348	)		(5,940	)		(96,200	)
Total assets	$	-		$	738,818		$	43,114		$	781,932

SCHEDULE OF INTER-SEGMENT SALES

United States

Malaysia

Hong Kong

Total

For the period ended October 31, 2023

For the period ended January 31, 2025

United States

Malaysia

Hong Kong

Total

Revenue

~~444~~92,~~071~~630

Cost of revenue

(~~378~~90,~~310~~683

)

(~~378~~90,~~310~~683

)

Net loss

(17137,~~935~~220

)

(1782,~~844~~909

)

(811,~~041~~550

)

(43231,~~820~~679

)

Total assets

1611,~~275,913~~770

5140,~~053~~419

1652,~~326,966~~189

	United States			Malaysia			Hong Kong			Total
	For the period ended January 31, 2024
	United States			Malaysia			Hong Kong			Total

Revenue	$	-		$	932,358		$	-		$	932,358
Cost of revenue		-			(880,491	)		-			(880,491	)
Net loss		(38,083	)		(105,700	)		(12,964	)		(156,747	)

Total assets	$	-		$	1,300,898		$	49,020		$	1,349,918

17. RELATED PARTY TRANSACTIONS

Material Transactions with Related Party

Name of Related Party		Relationship to Us

Radiance Holding Corp		Radiance Holding Corp is the 83.05% corporate shareholder of the Company, also an entity controlled by our Chief Executive Officer

We carried out the following significant transactions with the related party for the period ended ~~October~~January 31, ~~2024~~2025:

	As of October 31, 2024 (Unaudited)		As of July 31, 2024 (Audited)
	As of January 31, 2025 (Unaudited)		As of July 31, 2024 (Audited)
Transactions with related party
Radiance Holding Corp
Management fee	$	40100,000	$	-

The related party transactions mainly derived from the management fees associated with accounting and administrative work provided by related party.

F-1618

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~~January, 312025, ~~2024,~~ for the year ended July 31, 2024 and presumes that readers have access to, and will have read, the “Management’s ~~Discussion~~ Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The ~~following~~ following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated ~~financial~~ financial statements included elsewhere in this Form 10-Q.

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.

Results of Operation

For the three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024

Revenues

For the three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the Company has generated revenue of $3061,~~707~~923 and $~~444~~488,~~071~~287 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~~January 31, ~~2024~~2025 and ~~2023~~2024, cost incurred in providing consultancy services and installation services are $4644,~~299~~ 384 and $~~378~~502,~~310~~181 respectively. The Company generated gross profit/(loss)~~/ profit~~ of $~~(15~~17,~~592)~~539 and $65(13,~~761~~894) for the three months ended ~~October~~ January 31, ~~2024~~2025 and ~~2023~~2024 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~~January 31, ~~2024~~2025 and ~~2023~~2024, we had incurred general and administrative expenses in the amount of $~~113~~77,~~781~~145 and $97101,~~982~~504. 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(15,~~652~~266) and $103,739 as other income for the three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024. This income is ~~derived~~ derived from ~~foreign~~the ~~exchange~~interest income and ~~interest~~foreign ~~income~~exchange gain.

Net Loss

Our net loss for three months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024 ~~were~~was $96135,~~200~~479 and $43112,~~820~~927. 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~~.

For the six months ended January 31, 2025 and 2024

Revenues

For the six months ended January 31, 2025 and 2024, the Company has generated revenue of $92,630 and $932,358 respectively. The revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

Cost of Revenue and Gross Margin

For the six months ended January 31, 2025 and 2024, cost incurred in providing consultancy services and installation services are $90,683 and $880,491 respectively. The Company generated gross profit of $1,947 and $51,867 for the six months ended January 31, 2025 and 2024 respectively, representing a gross margin of approximately 1.8% and 5.6% for the six months ended January 31, 2025 and 2024 respectively.

General and administrative expenses

For the six months ended January 31, 2025 and 2024, we had incurred general and administrative expenses in the amount of $250,926 and $199,486. 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 $20,386 and $18 as other income for the six months ended January 31, 2025 and 2024. This income is derived from the interest income and foreign exchange gain.

Net Loss

Our net loss for six months ended January 31, 2025 and 2024 were $231,679 and $156,747. The net loss mainly derived from the general and administrative expenses incurred.

Liquidity and Capital Resources

As of ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, we had cash and cash equivalents of $~~337~~277,~~394~~ 841 and $~~821~~740,~~371~~522. We expect increased levels of operations ~~going~~ going forward will result in more significant cash flow and in turn working ~~capital~~.

Cash Used In Operating Activities

For the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, net cash used in operating activities was $80145,~~854~~107 and $~~284~~366,~~176~~971 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~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, net cash provided by financing activities was $0 and $0. The financing cash flow performance primarily reflects sale of common stock and collection of subscription receivables.

Cash Used In Investing Activities

For the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the net cash used in investing activities was $1,~~417~~732 and $1,~~620.~~647 The investing cash ~~flow~~ 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~~January 31, ~~2024~~2025.

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.

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~~January 31, ~~2024~~2025. 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~~January 31, ~~2024~~2025, 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~~January 31, ~~2024~~2025, 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~~January 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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

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

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

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

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.

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
Date: March 10, 2025
	By:	/s/ LEE CHONG CHOW
	Title:	Chief Executive Officer, President, Director, Secretary and Treasurer
		President, Director, Secretary and Treasurer

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