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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended April 30, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 333-233778

 

PHOENIX PLUS CORP.

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

 

Nevada   61-1907931

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

BATU 5, JALAN KELANG LAMA,

58200 KUALA LUMPUR, MALAYSIA

(Address of principal executive offices, including zip code)

 

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

 

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

 

YES ☒ NO ☐

 

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

 

YES ☐ NO

 

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

 

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

 

Emerging growth company

 

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

 

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

 

Yes ☐ No

 

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

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

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

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

Class   Outstanding at April 30, 2024
Common Stock, $.0001 par value   332,699,500

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of April 30, 2024 (unaudited) and July 31, 2023 (audited) F-2
  Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended April 30, 2024 and 2023 (unaudited) F-3
  Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended April 30, 2024 and 2023 (unaudited) F-4
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2024 and 2023 (unaudited) F-5
  Notes to the Condensed Consolidated Financial Statements F-6 - F-18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3-6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
ITEM 4. CONTROLS AND PROCEDURES 6
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 7
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4 MINE SAFETY DISCLOSURES 8
ITEM 5 OTHER INFORMATION 8
ITEM 6 EXHIBITS 8
  SIGNATURES 9

 

2
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Condensed Consolidated Financial Statements  
   
Condensed Consolidated Balance Sheets as of April 30, 2024 (unaudited) and July 31, 2023 (audited) F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended April 30, 2024 and 2023 (unaudited) F-3
Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended April 30, 2024 and 2023 (unaudited) F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2024 and 2023 (unaudited) F-5
Notes to the Condensed Consolidated Financial Statements F-6 - F-18

 

F-1
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF APRIL 30, 2024 AND JULY 31, 2023

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

 

   As of   As of 
  

April 30, 2024

(Unaudited)

  

July 31, 2023

(Audited)

 
         
ASSETS          
Current assets          
Cash in hand and at bank   561,363    1,108,039 
Trade receivables  $71,984   $12,088 
Retention sum receivables   106,026    - 
Prepayment and deposits   15,416    14,993 
Contract assets   124,343    18,723 
Deferred cost   29,832    324 
Total  current assets   908,964    1,154,167 
Non-current assets          
Plant and equipment, net   9,926    9,715 
Lease right-of-use asset   63,662    86,817 
Equity method investment   -    - 
Total non-current assets   73,588    96,532 
           
TOTAL ASSETS   982,552    1,250,699 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Non-current liability          
Lease liabilities, non-current  $37,706   $57,606 
Total non-current liabilities   37,706    57,606 
           
Current liabilities          
Trade payables  $116,847   $4,202 
Retention sum payables   65,284    - 
Other payables and accrued liabilities and deposit received   20,207    36,747 
Lease liabilities, current   27,275    29,211 
Total current liabilities   229,613    70,160 
           
Total liabilities   267,319    127,766 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding   -    - 
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of April 30, 2024 and July 31, 2023 respectively  $33,270   $33,270 
Additional paid-in capital   3,245,230    3,245,230 
Accumulated other comprehensive loss   (44,560)   (5,917)
Accumulated deficit   (2,518,707)   (2,149,650)
Total stockholders’ equity   715,233    1,122,933 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ FUND   982,552    1,250,699 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSSES

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 and 2023

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

(Unaudited)

 

   2024   2023   2024   2023 
   Three Months Ended April 30   Nine Months Ended April 30 
   2024   2023   2024   2023 
                 
Revenue                    
- current period  $140,901   $-   $1,073,259   $35,588 
- over-provision   -    (878)   -    (878)
                     
Cost of revenue  $(269,117)  $(305)  $(1,149,608)  $(28,662)
                     
Gross (loss)/profit  $(128,216)  $(1,183)  $(76,349)  $6,048 
                     
Other income  $9   $-   $27   $56 
                     
Operating expenses:                    
General and administrative expenses  $(78,742)  $(141,313)  $(278,228)  $(283,004)
Finance cost  $(1,117)  $(92)  $(3,743)  $(571)
Other operating expenses  $(4,244)  $-   $(10,764)  $- 
                     
Loss before income tax  $(212,310)  $(142,588)  $(369,057)  $(277,471)
                     
Income tax expense  $-   $-   $-   $- 
                     
Net loss for the period  $(212,310)  $(142,588)  $(369,057)  $(277,471)
                     
Other comprehensive income:                    
- Foreign exchange adjustment loss  $(551)  $(7,807)  $(2,931)  $(1,071)
Comprehensive loss  $(212,861)  $(150,395)  $(371,988)  $(278,542)
                     
Net loss per share, basic and diluted:  $(0.0006)  $(0.0005)  $(0.0011)  $(0.0008)
                     
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 NINE MONTHS ENDED APRIL 30, 2024 and 2023

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

(Unaudited)

 

Nine Months Ended April 30, 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, 2023   332,699,500   $33,270   $3,245,230   $(5,917)  $(2,149,650)  $1,122,933 
Net loss for the period   -    -    -    -    (43,820)   (43,820)
Foreign currency translation adjustment   -    -    -    (3,839)   -    (3,839)
Balance as of October 31, 2023   332,699,500    33,270    3,245,230    (9,756)   (2,193,470)   1,075,274 
Net loss for the period   -    -    -    -    (112,927)   (112,927)
Foreign currency translation adjustment   -    -    -    1,459    -    1,459 
Balance as of January 31, 2024   332,699,500   $33,270   $3,245,230   $(8,297)  $(2,306,397)  $963,806 
Net loss for the period   -    -    -    -    (212,310)   (212,310)
Foreign currency translation adjustment   -    -    -    (36,263)   -    (36,263)
Balance as of April 30, 2024   332,699,500   $33,270   $3,245,230   $            (44,560)  $(2,518,707)  $715,233 

 

Nine Months Ended April 30, 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, 2022   332,699,500   $33,270   $3,245,230   $            (2,145)  $(1,760,413)  $1,515,942 
Net loss for the period   -    -    -    -    (145,979)   (145,979)
Foreign currency translation adjustment   -    -    -    (13,411)   -    (13,411)
Balance as of October 31, 2022   332,699,500    33,270    3,245,230    (15,556)   (1,906,392)   1,356,552 
Net profit for the period   -    -    -    -    11,096    11,096 
Foreign currency translation adjustment   -    -    -    20,147    -    20,147 
Balance as of January 31, 2023   332,699,500   $33,270   $3,245,230   $4,591   $(1,895,296)  $1,387,795 
Net loss for the period   -    -    -    -    (142,588)   (142,588)
Foreign currency translation adjustment   -    -    -    (7,807)   -    (7,807)
Balance as of April 30, 2023   332,699,500   $33,270   $3,245,230   $(3,216)  $(2,037,884)  $1,237,400 

 

See accompanying notes to condensed consolidated financial statements.

 

F-4
 

 

PHOENIX PLUS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2024 and 2023

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

(Unaudited)

 

   2024   2023 
   Nine months ended April 30 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(369,057)  $(277,471)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   1,840    791 
Amortization of right-of-use   19,223    21,661 
Changes in operating assets and liabilities:          
Trade receivables   (59,896)   (12,338)
Contract assets   (105,620)   - 
Retention sum receivables   (106,026)   - 
Retention sum payables   65,284    - 
Prepayment and deposits   (423)   (16,268)
Deferred cost   (29,508)   (23,850)
Trade payables   112,645    - 
Other payables and accrued liabilities   (16,540)   (2,911)
Operating lease liabilities   (21,836)   (21,677)
Net cash used in operating activities   (509,914)   (332,063)
           
CASH FLOWS FROM INVESTING ACTIVITY          
Purchase of plant and equipment   (2,350)   (5,070)
Net cash used in investing activity   (2,350)   (5,070)
           
CASH FLOWS FROM FINANCING ACTIVITY:          
Net cash provided by financing activity   -    - 
           
Effect of exchange rate changes on cash and cash equivalents  $(34,412)   (1,062)
           
Net decrease in cash and cash equivalents   (546,676)   (338,195)
Cash and cash equivalents, beginning of year   1,108,039    1,537,864 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $561,363    1,199,669 
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $-   $- 
Interest paid  $-   $- 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 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 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 April 30, 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, 2023. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended April 30, 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.

 

F-6
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Use of estimates

 

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

 

Revenue recognition

 

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

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

 

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

 

Cost of revenue

 

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

 

Cash and cash equivalents 

 

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

 

Plant and equipment

 

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
Tools and gauges   5 years

 

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

 

Investment under equity method

 

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

 

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

 

F-7
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Income taxes

 

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

 

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

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended April 30, 2024, the Company suffered an accumulated deficit of $2,518,707, negative operating cash flow of $509,914    and net loss of $369,057. 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 NINE MONTHS ENDED APRIL 30, 2024

(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 Ringgit  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

April 30, 2024

  

As of and for the

period ended

April 30, 2023

 
         
Period-end RM : US$1 exchange rate   4.77    4.46 
Period-average RM : US$1 exchange rate   4.75    4.48 
Period-end HK$: US$1 exchange rate   7.82    7.84 
Period-average HK$ : US$1 exchange rate   7.74    7.85 

 

Related parties

 

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

 

F-9
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 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

 

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

 

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

 

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

 

F-10
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

3. COMMON STOCK

 

As of April 30, 2024, the Company has an issued and outstanding common share of 332,699,500.

 

4. PLANT AND EQUIPMENT

 

Plant and equipment as of April 30, 2024 and July 31, 2023 are summarized below:

 

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Leasehold improvement  $114,263   $114,263 
Computer hardware and software   10,358    8,918 
Tools and gauges   3,127    2,213 
Total   127,748    125,394 
Accumulated depreciation   (117,465)  $(115,625)
Effect of translation exchange   (357)   (54)
Plant and equipment, net  $9,926   $9,715 

 

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

 

Depreciation expense for the period ended April 30, 2024 and April 30, 2023 was $1,840 and $791 respectively.

 

5. EQUITY METHOD INVESTMENT

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Investment, at cost  $232,040   $232,040 
Less: Equity method loss   (335)   (335)
Less: Impairment loss on investment   (231,705)   (231,705)
Equity method investment  $-   $- 

 

The Company holds investment in business that is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to its operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings/losses is reflected as equity method earnings/losses in statements of operations and comprehensive income/loss. As of April 30, 2024, the Company holds 33.9% interest in the investee company.

 

During the period ended April 30, 2024 and 2023, the Company accounted $0 and $0 of equity method loss respectively.

 

F-11
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

6. TRADE RECEIVABLES

 

Trade receivables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade receivables  $71,984   $12,088 
Total trade receivables  $71,984   $12,088 

 

7. CONTRACT ASSETS

 

Contract assets as of April 30, 2024 and July 31, 2023 are summarized below:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Cost incurred  $1,157,559   $15,224 
Attributable profit   (71,918)   3,499 
Contract assets, gross   1,085,641    18,723 
Progress billings   (961,298)   - 
Total contract assets  $124,343   $18,723 

 

There is a variance in the cost incurred for the Company’s contract assets, due to on-going discussions with 3rd party counterpart in relation to 2 projects undertook by Phoenix Green Energy Sdn. Bhd. The Company expects variation in the recognition of contract assets to occur at the end of current fiscal year.

 

8. PREPAYMENT AND DEPOSITS

 

Prepayment  and deposits consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Deposits  $15,416   $12,325 
Prepayment   -    2,668 
Total prepayment and deposits  $15,416   $14,993 

 

9. DEFERRED COST

 

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

 

10. TRADE PAYABLES

 

Trade payables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade payables  $116,847   $4,202 
Total trade payables  $116,847   $4,202 

 

F-12
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

(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 April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Accrued audit fees  $2,500   $14,000 
Other payables, accrued liabilities and deposits received  $17,707   $22,747 
Total other payables, accrued liabilities and deposits received  $20,207   $36,747 

 

12. REVENUE

 

For the period ended April 30, 2024 and 2023, the Company has revenue arise from the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
Installation service          
- Current period  $1,073,259   $35,588 
- Over-provision   -    (878)
Total revenue  $1,073,259   $34,710 

 

13. INCOME TAXES

 

For the period ended April 30, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
         
Tax jurisdictions from:          
Local  $(53,162)  $(39,711)
Foreign, representing          
- Labuan   (13,926)   (11,013)
- Hong Kong  $(18,069)  $(113,016)
- Malaysia   (283,900)   (113,731)
Loss before income tax  $(369,057)  $(277,471)

 

The provision for income taxes consisted of the following:

 

  

For the period

ended

April 30, 2024

(Unaudited)

  

For the period

ended

April 30, 2023

(Unaudited)

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

 

F-13
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

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

 

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

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of April 30, 2024 the operations in the United States of America incurred $929,416 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 $743,533 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-14
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 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$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

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Gross lease payable  $107,053   $107,053 
Less: imputed interest   (9,359)   (9,359)
Recognition  $97,694   $97,694 

 

As of April 30, 2024 and July 31, 2023, operating lease right of use asset as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Additional portion from July 31, 2020 to June 30, 2021   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Accumulated amortization   (98,316)   (79,244)
Foreign exchange translation loss   (5,652)   (1,569)
Balance  $63,662   $86,817 

 

F-15
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

As of April 30, 2024 and July 31, 2023, operating lease liability as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Add: additional portion (increase of leasing fee)   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Less: gross repayment   (102,554)   (81,468)
Add: imputed interest   3,975    245 
Foreign exchange translation gain   (4,070)   410 
Balance   64,981    86,817 
Less: lease liability current portion   (27,275)   (29,211)
Lease liability non-current portion  $37,706   $57,606 

 

For the period ended April 30, 2024 and 2023, the amortization of the operating lease right of use asset are $19,072  and $21,661 respectively.

 

Maturities of operating lease obligation as follow:

 

Year ending    
July 31, 2024 (3 months)  $5,537 
July 31, 2025 (12 months)   27,994 
July 31, 2026 (12 months)   31,450 
Total  $64,981 

 

Other information:

 

   2024   2023 
   Period ended April 30 
   2024   2023 
   (Unaudited)   (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $21,836   $21,677 
Right-of-use assets obtained in exchange for operating lease liabilities   -    4,120 
Remaining lease term for operating lease (years)          
Lease 1   -    0.2 
Lease 2   -    0.1 
Lease 3   2.2    - 
Weighted average discount rate for operating lease          
Lease 1   -    5.6%
Lease 2   -    5.56%
Lease 3   6.85%   - 

 

Lease expenses were $3,743   for the period ended April 30, 2024 and $574 for the period ended April 30, 2023. The Company adopt ASC 842 on and after August 1, 2019.

 

F-16
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 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 three months ended April 30, 2024 and 2023, the customer who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end.

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $72,124   $    -    51%     -%  $67,989   $    - 
Customer B   57,514    -    41%   -    3,995    - 
   $129,638   $-    92%   -%  $71,984   $- 

 

For the nine months ended April 30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $599,704   $-    56%   -   $67,989   $- 
Customer B   460,211    23,884    43%   67%   3,995    13,206 
Customer C   -    8,705    -    24%   -    - 
   $1,059,915   $32,589    99%   91%  $71,984   $13,206 

 

(b) Major vendors

 

For the three months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $67    -    58%  $-   $    - 
Vendor B   -    140    -    35%   -    - 
Vendor  C   51,008    -    19%   -    905    - 
Vendor  D   47,460    -    18%   -    12,968    - 
Vendor   E   83,225    -    31%   -    -    - 
Vendor   F   31,579    -    12%   -    -    - 
   $213,272   $207    80%   93%  $13,873   $- 

 

For the nine months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $8,128    -    28%  $-   $    - 
Vendor B   -    3,115    -    11%   -    - 
Vendor C   128,807    -    11%   -    905    - 
Vendor G   131,048    -    11%   -    20,966    - 
Vendor  H   -    6,075    -    21%   -    - 
Vendor I   -    3,658    -    13%   -    - 
   $259,855   $20,976    22%   73%  $21,871   $- 

 

F-17
 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

16. CONTINGENT LIABILITIES

 

On February 22, 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 with 8% per annum interest. 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 RM90,000.00 (“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.

 

17. 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 April 30, 2024 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue  $-   $1,073,259   $-   $1,073,259 
Cost of revenue   -    (1,149,608)   -    (1,149,608)
Net loss   (53,162)   (297,826)   (18,069)   (369,057)
                     
Total assets  $-   $935,872   $46,680   $982,552 

 

                 
   For the period ended April 30, 2023 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue                    
- Current period  $-   $35,588   $-   $35,588)
- Over-provision   -    (878)   -    (878)
Cost of revenue   -    (28,662)   -    (28,662)
Net loss   (39,711)   (124,744)   (113,016)   (277,471)
                     
Total assets  $-   $1,211,067   $68,425   $1,279,492 

 

F-18
 

 

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

 

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

 

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

 

Company Overview

 

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

 

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 3/137B, Batu 5, Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia which completed renovation in September 2019. The office space is 12,000 square feet and to date the Company has spent $114,263 towards ongoing renovations. These renovations include, but are not strictly limited to, preparing the interior of the office space for the Company’s use, improving functionality, and purchasing new office equipment. Our office space is rented by Phoenix Plus International Limited for a 12-month period from July 1, 2019 to June 30, 2020, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 4,500 over the course of the lease. The Company had decided to renew the tenancy agreement for another 12 months’ period at a monthly rental of MYR 6,500 from July 1, 2020 to June 30, 2021 with the landlord. The Company has further renewed the tenancy agreement for another 24 months with bi-monthly payments in the amount of MYR 7,500 over the course of the lease from July 1, 2021 to June 30, 2023.

 

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively rented the office space from landlord for a 24-month period from August 1, 2023 to July 31, 2025, with the respective initial deposit of MYR 6,850 and MYR 16,000, monthly payment in the amount of MYR 3,425 and MYR 8,000 for the period from August 1, 2023 to July 31, 2024 and monthly payment in the amount of MYR 3,726 and MYR 8,748 for the period from August 1, 2024 to July 31, 2025.

 

Phoenix Plus Corp., through its Hong Kong subsidiary, is engaged in providing technical consultancy on solar power systems and consultancy on green energy solutions, with an additional focus on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production. Our mission is to harness the power of the sun to meet the growing resource demands of sustainable 21st century development.

 

Phoenix Green Energy Sdn. Bhd. is also engaged in providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning (“EPCC”) as well as financing services to domestic users, small businesses, corporate and institutional organization. We also provide associated services and products to complement our core services in EPCC, and construction and installation services. This includes provision of solar PV consulting and engineering services, O&M services, as well as supply of related equipment and ancillary construction materials such as PV module mounting system and gutters. Solar PV consulting and engineering services include preparation and submission of documentations to authorities, facility audit and site surveys, and providing seminars and training services.

 

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

 

Provide end-to-end services from engineering design, planning and procurement, construction and installation up to testing and commissioning;
   
Construction and installation of solar PV facilities including residential, commercial and industrial properties, and
   
Associated services and products to complement our core business in the provision of EPCC, and construction and installation services, including the provision of solar PV consulting and engineering, and operations and maintenance services, as well as supply of solar PV equipment and ancillary system such as gutter and mounting system.

 

3
 

 

Results of Operation

 

For the three months ended April 30, 2024 and 2023

 

Revenues

 

For the three months ended April 30, 2024 and 2023, the Company has generated revenue of $140,901 and $0 respectively, with an over-provision revenue of $878 for the three months ended April 30, 2023. 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 April 30, 2024 and 2023, cost incurred in providing consultancy services and installation services are $269,117 and $305 respectively. The Company generated gross loss of $128,216  and $1,183 for the three months ended April 30, 2024 and 2023 respectively.

 

General and administrative expenses

 

For the three months ended April 30, 2024 and 2023, we had incurred general and administrative expenses in the amount of $78,742 and $141,313. 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 $9 and $0 as other income for the three months ended April 30, 2024 and 2023. This income is derived from the interest income and foreign exchange gain.

 

Net Loss

 

Our net loss for three months ended April 30, 2024 and 2023 were $212,310  and $142,588 respectively. The net loss mainly derived from the general and administrative expenses incurred.

 

4
 

 

For the nine months ended April 30, 2024 and 2023

 

Revenues

 

For the nine months ended April 30, 2024 and 2023, the Company has generated revenue of $1,073,259 and $35,588 respectively, with an over-provision revenue of $878 for the nine months ended April 30, 2023. 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 nine months ended April 30, 2024 and 2023, cost incurred in providing consultancy services and installation services are $1,149,608 and $28,662 respectively. The Company generated gross (loss)/profit  of $76,349   and $6,048 for the nine months ended April 30, 2024 and 2023 respectively.

 

General and administrative expenses

 

For the nine months ended April 30, 2024 and 2023, we had incurred general and administrative expenses in the amount of $278,228 and $283,004. 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 $27 and $56 as other income for the nine months ended April 30, 2024 and 2023. This income is derived from the interest income and foreign exchange gain.

 

Net Loss

 

Our net loss for nine months ended April 30, 2024 and 2023 were $369,057  and $277,471. The net loss mainly derived from the general and administrative expenses incurred.

 

Liquidity and Capital Resources

 

As of April 30, 2024 and 2023, we had cash and cash equivalents of $561,363 and $1,199,669. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

 

Cash Used In Operating Activities

 

For the nine months ended April 30, 2024 and 2023, net cash used in operating activities was $509,914 and $332,063 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 nine months ended April 30, 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.

 

5
 

 

Cash Used In Investing Activities

 

For the nine months ended April 30, 2024 and 2023, the net cash used in investing activities was $2,350 and $5,070. The investing cash flow performance primarily reflects the purchase of 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 April 30, 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.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of April 30, 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 April 30, 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 April 30, 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 33.9% of the issued share capital of VCASB, had requested to convene an Extraordinary General Meeting (“EGM”) of VCASB pursuant to Section 310(b) and Section 311 of the Companies Act 2016 within 14 days from the date thereof and to be held at Level 5, Tower 8, Avenue 5, Horizon 2, Bangsar South City, 59200 Kuala Lumpur to explain on VCASB company business status and other related issues, yet the Company received no response from the director to the shareholders of VCASB.

 

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

 

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

 

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

 

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

 

  d. VCASB is wound up under the provisions of the Companies Act Malaysia 2016;
     
  e. The Malaysian Receiver Officer (Director General of Insolvency/ Department of Insolvency Malaysia) is appointed as Liquidator for VCASB; and
     
  f. The cost of RM5,000 will be paid from the assets of VCASB to petitioner.

  

Lenggong Hydro Sdn. Bhd.

 

On February 22, 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 with 8% per annum interest. 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 RM90,000.00 (“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.

 

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

 

7
 

 

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.

 

8
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Phoenix Plus Corp.
  (Name of Registrant)
     
Date: June 20, 2024    
  By: /s/ LEE CHONG CHOW
  Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

 

9

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Phoenix Plus Corp. (the “Company”) for the quarter ended April 30, 2024;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 20, 2024 By: /s/ LEE CHONG CHOW
    LEE CHONG CHOW
   

Chief Executive Officer,

President, Director, Secretary, Treasurer

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Phoenix Plus Corp. (the “Company”) on Form 10-Q for the quarter ended April 30, 2024  as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: June 20, 2024 By: /s/ LEE CHONG CHOW
    LEE CHONG CHOW
    Chief Executive Officer,
    President, Director, Secretary, Treasurer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.24.1.1.u2
Cover
9 Months Ended
Apr. 30, 2024
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Apr. 30, 2024
Document Fiscal Period Focus Q3
Document Fiscal Year Focus 2024
Current Fiscal Year End Date --07-31
Entity File Number 333-233778
Entity Registrant Name PHOENIX PLUS CORP.
Entity Central Index Key 0001785493
Entity Tax Identification Number 61-1907931
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 2-3 & 2-5 BEDFORD BUSINESS PARK
Entity Address, Address Line Two JALAN 3/137B
Entity Address, Address Line Three BATU 5, JALAN KELANG LAMA
Entity Address, City or Town KUALA LUMPUR
Entity Address, Country MY
Entity Address, Postal Zip Code 58200
City Area Code +603
Local Phone Number 7971 8168
Title of 12(b) Security Common Stock
Trading Symbol PXPC
Entity Current Reporting Status Yes
Entity Interactive Data Current No
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Shell Company false
Entity Bankruptcy Proceedings, Reporting Current false
Entity Common Stock, Shares Outstanding 332,699,500
v3.24.1.1.u2
Condensed Consolidated Balance Sheets - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Current assets    
Cash in hand and at bank $ 561,363 $ 1,108,039
Trade receivables 71,984 12,088
Retention sum receivables 106,026
Prepayment and deposits 15,416 14,993
Contract assets 124,343 18,723
Deferred cost 29,832 324
Total  current assets 908,964 1,154,167
Non-current assets    
Plant and equipment, net 9,926 9,715
Lease right-of-use asset 63,662 86,817
Equity method investment
Total non-current assets 73,588 96,532
TOTAL ASSETS 982,552 1,250,699
Non-current liability    
Lease liabilities, non-current 37,706 57,606
Total non-current liabilities 37,706 57,606
Current liabilities    
Trade payables 116,847 4,202
Retention sum payables 65,284
Other payables and accrued liabilities and deposit received 20,207 36,747
Lease liabilities, current 27,275 29,211
Total current liabilities 229,613 70,160
Total liabilities 267,319 127,766
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.0001 par value, 200,000,000 shares authorized; None issued and outstanding
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 332,699,500 shares issued and outstanding as of April 30, 2024 and July 31, 2023 respectively 33,270 33,270
Additional paid-in capital 3,245,230 3,245,230
Accumulated other comprehensive loss (44,560) (5,917)
Accumulated deficit (2,518,707) (2,149,650)
Total stockholders’ equity 715,233 1,122,933
TOTAL LIABILITIES AND STOCKHOLDERS’ FUND $ 982,552 $ 1,250,699
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Apr. 30, 2024
Jul. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 332,699,500 332,699,500
Common stock, shares outstanding 332,699,500 332,699,500
v3.24.1.1.u2
Condensed Consolidated Statements of Operations and Comprehensive Losses (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue     $ 1,073,259 $ 34,710
Cost of revenue $ (269,117) $ (305) (1,149,608) (28,662)
Gross (loss)/profit (128,216) (1,183) (76,349) 6,048
Other income 9 27 56
Operating expenses:        
General and administrative expenses (78,742) (141,313) (278,228) (283,004)
Finance cost (1,117) (92) (3,743) (571)
Other operating expenses (4,244) (10,764)
Loss before income tax (212,310) (142,588) (369,057) (277,471)
Income tax expense
Net loss for the period (212,310) (142,588) (369,057) (277,471)
Other comprehensive income:        
- Foreign exchange adjustment loss (551) (7,807) (2,931) (1,071)
Comprehensive loss $ (212,861) $ (150,395) $ (371,988) $ (278,542)
Net loss per share, basic $ (0.0006) $ (0.0005) $ (0.0011) $ (0.0008)
Net loss per share, diluted $ (0.0006) $ (0.0005) $ (0.0011) $ (0.0008)
Weighted average number of common shares outstanding - basic 332,699,500 332,699,500 332,699,500 332,699,500
Weighted average number of common shares outstanding - diluted 332,699,500 332,699,500 332,699,500 332,699,500
Transferred at Point in Time [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ 140,901 $ 1,073,259 $ 35,588
Transferred over Time [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ (878) $ (878)
v3.24.1.1.u2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Jul. 31, 2022 $ 33,270 $ 3,245,230 $ (2,145) $ (1,760,413) $ 1,515,942
Balance, shares at Jul. 31, 2022 332,699,500        
Net profit (loss) for the period (145,979) (145,979)
Foreign currency translation adjustment (13,411) (13,411)
Balance at Oct. 31, 2022 $ 33,270 3,245,230 (15,556) (1,906,392) 1,356,552
Balance, shares at Oct. 31, 2022 332,699,500        
Balance at Jul. 31, 2022 $ 33,270 3,245,230 (2,145) (1,760,413) 1,515,942
Balance, shares at Jul. 31, 2022 332,699,500        
Net profit (loss) for the period         (277,471)
Balance at Apr. 30, 2023 $ 33,270 3,245,230 (3,216) (2,037,884) 1,237,400
Balance, shares at Apr. 30, 2023 332,699,500        
Balance at Oct. 31, 2022 $ 33,270 3,245,230 (15,556) (1,906,392) 1,356,552
Balance, shares at Oct. 31, 2022 332,699,500        
Net profit (loss) for the period 11,096 11,096
Foreign currency translation adjustment 20,147 20,147
Balance at Jan. 31, 2023 $ 33,270 3,245,230 4,591 (1,895,296) 1,387,795
Balance, shares at Jan. 31, 2023 332,699,500        
Net profit (loss) for the period (142,588) (142,588)
Foreign currency translation adjustment (7,807) (7,807)
Balance at Apr. 30, 2023 $ 33,270 3,245,230 (3,216) (2,037,884) 1,237,400
Balance, shares at Apr. 30, 2023 332,699,500        
Balance at Jul. 31, 2023 $ 33,270 3,245,230 (5,917) (2,149,650) 1,122,933
Balance, shares at Jul. 31, 2023 332,699,500        
Net profit (loss) for the period (43,820) (43,820)
Foreign currency translation adjustment (3,839) (3,839)
Balance at Oct. 31, 2023 $ 33,270 3,245,230 (9,756) (2,193,470) 1,075,274
Balance, shares at Oct. 31, 2023 332,699,500        
Balance at Jul. 31, 2023 $ 33,270 3,245,230 (5,917) (2,149,650) 1,122,933
Balance, shares at Jul. 31, 2023 332,699,500        
Net profit (loss) for the period         (369,057)
Balance at Apr. 30, 2024 $ 33,270 3,245,230 (44,560) (2,518,707) 715,233
Balance, shares at Apr. 30, 2024 332,699,500        
Balance at Oct. 31, 2023 $ 33,270 3,245,230 (9,756) (2,193,470) 1,075,274
Balance, shares at Oct. 31, 2023 332,699,500        
Net profit (loss) for the period (112,927) (112,927)
Foreign currency translation adjustment 1,459 1,459
Balance at Jan. 31, 2024 $ 33,270 3,245,230 (8,297) (2,306,397) 963,806
Balance, shares at Jan. 31, 2024 332,699,500        
Net profit (loss) for the period (212,310) (212,310)
Foreign currency translation adjustment (36,263) (36,263)
Balance at Apr. 30, 2024 $ 33,270 $ 3,245,230 $ (44,560) $ (2,518,707) $ 715,233
Balance, shares at Apr. 30, 2024 332,699,500        
v3.24.1.1.u2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (369,057) $ (277,471)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 1,840 791
Amortization of right-of-use 19,223 21,661
Changes in operating assets and liabilities:    
Trade receivables (59,896) (12,338)
Contract assets (105,620)
Retention sum receivables (106,026)
Retention sum payables 65,284
Prepayment and deposits (423) (16,268)
Deferred cost (29,508) (23,850)
Trade payables 112,645
Other payables and accrued liabilities (16,540) (2,911)
Operating lease liabilities (21,836) (21,677)
Net cash used in operating activities (509,914) (332,063)
CASH FLOWS FROM INVESTING ACTIVITY    
Purchase of plant and equipment (2,350) (5,070)
Net cash used in investing activity (2,350) (5,070)
CASH FLOWS FROM FINANCING ACTIVITY:    
Net cash provided by financing activity
Effect of exchange rate changes on cash and cash equivalents (34,412) (1,062)
Net decrease in cash and cash equivalents (546,676) (338,195)
Cash and cash equivalents, beginning of year 1,108,039 1,537,864
CASH AND CASH EQUIVALENTS, END OF PERIOD 561,363 1,199,669
SUPPLEMENTAL CASH FLOWS INFORMATION    
Income taxes paid
Interest paid
v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND ORGANIZATION
9 Months Ended
Apr. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND ORGANIZATION

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

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed financial statements for Phoenix Plus Corporation for the period ended April 30, 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, 2023. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended April 30, 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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Use of estimates

 

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

 

Revenue recognition

 

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

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

 

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

 

Cost of revenue

 

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

 

Cash and cash equivalents 

 

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

 

Plant and equipment

 

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
Tools and gauges   5 years

 

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

 

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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Income taxes

 

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

 

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

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended April 30, 2024, the Company suffered an accumulated deficit of $2,518,707, negative operating cash flow of $509,914    and net loss of $369,057. 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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

(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 Ringgit  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

April 30, 2024

  

As of and for the

period ended

April 30, 2023

 
         
Period-end RM : US$1 exchange rate   4.77    4.46 
Period-average RM : US$1 exchange rate   4.75    4.48 
Period-end HK$: US$1 exchange rate   7.82    7.84 
Period-average HK$ : US$1 exchange rate   7.74    7.85 

 

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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 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

 

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

 

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

 

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

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
COMMON STOCK
9 Months Ended
Apr. 30, 2024
Equity [Abstract]  
COMMON STOCK

3. COMMON STOCK

 

As of April 30, 2024, the Company has an issued and outstanding common share of 332,699,500.

 

v3.24.1.1.u2
PLANT AND EQUIPMENT
9 Months Ended
Apr. 30, 2024
Property, Plant and Equipment [Abstract]  
PLANT AND EQUIPMENT

4. PLANT AND EQUIPMENT

 

Plant and equipment as of April 30, 2024 and July 31, 2023 are summarized below:

 

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Leasehold improvement  $114,263   $114,263 
Computer hardware and software   10,358    8,918 
Tools and gauges   3,127    2,213 
Total   127,748    125,394 
Accumulated depreciation   (117,465)  $(115,625)
Effect of translation exchange   (357)   (54)
Plant and equipment, net  $9,926   $9,715 

 

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

 

Depreciation expense for the period ended April 30, 2024 and April 30, 2023 was $1,840 and $791 respectively.

 

v3.24.1.1.u2
EQUITY METHOD INVESTMENT
9 Months Ended
Apr. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY METHOD INVESTMENT

5. EQUITY METHOD INVESTMENT

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Investment, at cost  $232,040   $232,040 
Less: Equity method loss   (335)   (335)
Less: Impairment loss on investment   (231,705)   (231,705)
Equity method investment  $-   $- 

 

The Company holds investment in business that is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to its operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings/losses is reflected as equity method earnings/losses in statements of operations and comprehensive income/loss. As of April 30, 2024, the Company holds 33.9% interest in the investee company.

 

During the period ended April 30, 2024 and 2023, the Company accounted $0 and $0 of equity method loss respectively.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
TRADE RECEIVABLES
9 Months Ended
Apr. 30, 2024
Receivables [Abstract]  
TRADE RECEIVABLES

6. TRADE RECEIVABLES

 

Trade receivables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade receivables  $71,984   $12,088 
Total trade receivables  $71,984   $12,088 

 

v3.24.1.1.u2
CONTRACT ASSETS
9 Months Ended
Apr. 30, 2024
Contract Assets  
CONTRACT ASSETS

7. CONTRACT ASSETS

 

Contract assets as of April 30, 2024 and July 31, 2023 are summarized below:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Cost incurred  $1,157,559   $15,224 
Attributable profit   (71,918)   3,499 
Contract assets, gross   1,085,641    18,723 
Progress billings   (961,298)   - 
Total contract assets  $124,343   $18,723 

 

There is a variance in the cost incurred for the Company’s contract assets, due to on-going discussions with 3rd party counterpart in relation to 2 projects undertook by Phoenix Green Energy Sdn. Bhd. The Company expects variation in the recognition of contract assets to occur at the end of current fiscal year.

 

v3.24.1.1.u2
PREPAYMENT AND DEPOSITS
9 Months Ended
Apr. 30, 2024
Prepayment And Deposits  
PREPAYMENT AND DEPOSITS

8. PREPAYMENT AND DEPOSITS

 

Prepayment  and deposits consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Deposits  $15,416   $12,325 
Prepayment   -    2,668 
Total prepayment and deposits  $15,416   $14,993 

 

v3.24.1.1.u2
DEFERRED COST
9 Months Ended
Apr. 30, 2024
Deferred Cost  
DEFERRED COST

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.

 

v3.24.1.1.u2
TRADE PAYABLES
9 Months Ended
Apr. 30, 2024
Payables and Accruals [Abstract]  
TRADE PAYABLES

10. TRADE PAYABLES

 

Trade payables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade payables  $116,847   $4,202 
Total trade payables  $116,847   $4,202 

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED
9 Months Ended
Apr. 30, 2024
Other Payables Accrued Liabilities And Deposits Received  
OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED

11. OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED

 

Other payables, accrued liabilities and deposits received consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Accrued audit fees  $2,500   $14,000 
Other payables, accrued liabilities and deposits received  $17,707   $22,747 
Total other payables, accrued liabilities and deposits received  $20,207   $36,747 

 

v3.24.1.1.u2
REVENUE
9 Months Ended
Apr. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE

12. REVENUE

 

For the period ended April 30, 2024 and 2023, the Company has revenue arise from the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
Installation service          
- Current period  $1,073,259   $35,588 
- Over-provision   -    (878)
Total revenue  $1,073,259   $34,710 

 

v3.24.1.1.u2
INCOME TAXES
9 Months Ended
Apr. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

13. INCOME TAXES

 

For the period ended April 30, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
         
Tax jurisdictions from:          
Local  $(53,162)  $(39,711)
Foreign, representing          
- Labuan   (13,926)   (11,013)
- Hong Kong  $(18,069)  $(113,016)
- Malaysia   (283,900)   (113,731)
Loss before income tax  $(369,057)  $(277,471)

 

The provision for income taxes consisted of the following:

 

  

For the period

ended

April 30, 2024

(Unaudited)

  

For the period

ended

April 30, 2023

(Unaudited)

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

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

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

 

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

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of April 30, 2024 the operations in the United States of America incurred $929,416 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 $743,533 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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
9 Months Ended
Apr. 30, 2024
Lease Right-of-use Asset And Lease Liabilities  
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

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

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Gross lease payable  $107,053   $107,053 
Less: imputed interest   (9,359)   (9,359)
Recognition  $97,694   $97,694 

 

As of April 30, 2024 and July 31, 2023, operating lease right of use asset as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Additional portion from July 31, 2020 to June 30, 2021   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Accumulated amortization   (98,316)   (79,244)
Foreign exchange translation loss   (5,652)   (1,569)
Balance  $63,662   $86,817 

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

As of April 30, 2024 and July 31, 2023, operating lease liability as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Add: additional portion (increase of leasing fee)   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Less: gross repayment   (102,554)   (81,468)
Add: imputed interest   3,975    245 
Foreign exchange translation gain   (4,070)   410 
Balance   64,981    86,817 
Less: lease liability current portion   (27,275)   (29,211)
Lease liability non-current portion  $37,706   $57,606 

 

For the period ended April 30, 2024 and 2023, the amortization of the operating lease right of use asset are $19,072  and $21,661 respectively.

 

Maturities of operating lease obligation as follow:

 

Year ending    
July 31, 2024 (3 months)  $5,537 
July 31, 2025 (12 months)   27,994 
July 31, 2026 (12 months)   31,450 
Total  $64,981 

 

Other information:

 

   2024   2023 
   Period ended April 30 
   2024   2023 
   (Unaudited)   (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $21,836   $21,677 
Right-of-use assets obtained in exchange for operating lease liabilities   -    4,120 
Remaining lease term for operating lease (years)          
Lease 1   -    0.2 
Lease 2   -    0.1 
Lease 3   2.2    - 
Weighted average discount rate for operating lease          
Lease 1   -    5.6%
Lease 2   -    5.56%
Lease 3   6.85%   - 

 

Lease expenses were $3,743   for the period ended April 30, 2024 and $574 for the period ended April 30, 2023. The Company adopt ASC 842 on and after August 1, 2019.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
CONCENTRATION OF RISK
9 Months Ended
Apr. 30, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF RISK

15. CONCENTRATION OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For the three months ended April 30, 2024 and 2023, the customer who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end.

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $72,124   $    -    51%     -%  $67,989   $    - 
Customer B   57,514    -    41%   -    3,995    - 
   $129,638   $-    92%   -%  $71,984   $- 

 

For the nine months ended April 30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $599,704   $-    56%   -   $67,989   $- 
Customer B   460,211    23,884    43%   67%   3,995    13,206 
Customer C   -    8,705    -    24%   -    - 
   $1,059,915   $32,589    99%   91%  $71,984   $13,206 

 

(b) Major vendors

 

For the three months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $67    -    58%  $-   $    - 
Vendor B   -    140    -    35%   -    - 
Vendor  C   51,008    -    19%   -    905    - 
Vendor  D   47,460    -    18%   -    12,968    - 
Vendor   E   83,225    -    31%   -    -    - 
Vendor   F   31,579    -    12%   -    -    - 
   $213,272   $207    80%   93%  $13,873   $- 

 

For the nine months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $8,128    -    28%  $-   $    - 
Vendor B   -    3,115    -    11%   -    - 
Vendor C   128,807    -    11%   -    905    - 
Vendor G   131,048    -    11%   -    20,966    - 
Vendor  H   -    6,075    -    21%   -    - 
Vendor I   -    3,658    -    13%   -    - 
   $259,855   $20,976    22%   73%  $21,871   $- 

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

v3.24.1.1.u2
CONTINGENT LIABILITIES
9 Months Ended
Apr. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENT LIABILITIES

16. CONTINGENT LIABILITIES

 

On February 22, 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 with 8% per annum interest. 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 RM90,000.00 (“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.

 

v3.24.1.1.u2
SEGMENT INFORMATION
9 Months Ended
Apr. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION

17. 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 April 30, 2024 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue  $-   $1,073,259   $-   $1,073,259 
Cost of revenue   -    (1,149,608)   -    (1,149,608)
Net loss   (53,162)   (297,826)   (18,069)   (369,057)
                     
Total assets  $-   $935,872   $46,680   $982,552 

 

                 
   For the period ended April 30, 2023 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue                    
- Current period  $-   $35,588   $-   $35,588)
- Over-provision   -    (878)   -    (878)
Cost of revenue   -    (28,662)   -    (28,662)
Net loss   (39,711)   (124,744)   (113,016)   (277,471)
                     
Total assets  $-   $1,211,067   $68,425   $1,279,492 

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The unaudited condensed financial statements for Phoenix Plus Corporation for the period ended April 30, 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, 2023. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended April 30, 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

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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Use of estimates

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

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 solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

 

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

 

Cost of revenue

Cost of revenue

 

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

 

Cash and cash equivalents

Cash and cash equivalents 

 

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.

 

Plant and equipment

Plant and equipment

 

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
Tools and gauges   5 years

 

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

 

Investment under equity method

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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Income taxes

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

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended April 30, 2024, the Company suffered an accumulated deficit of $2,518,707, negative operating cash flow of $509,914    and net loss of $369,057. 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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Net loss per share

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

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 Ringgit  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

April 30, 2024

  

As of and for the

period ended

April 30, 2023

 
         
Period-end RM : US$1 exchange rate   4.77    4.46 
Period-average RM : US$1 exchange rate   4.75    4.48 
Period-end HK$: US$1 exchange rate   7.82    7.84 
Period-average HK$ : US$1 exchange rate   7.74    7.85 

 

Related parties

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.

 

 

PHOENIX PLUS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024

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

(UNAUDITED)

 

Fair value of financial instruments:

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

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

Recent accounting pronouncements

 

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

 

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

 

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

v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables)
9 Months Ended
Apr. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF DETAILS OF COMPANY’S SUBSIDIARY

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
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE

 

Classification   Estimated useful life
Leasehold improvement   21 months
Computer hardware and software   5 years
Tools and gauges   5 years
SCHEDULE OF FOREIGN CURRENCY TRANSLATION

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

April 30, 2024

  

As of and for the

period ended

April 30, 2023

 
         
Period-end RM : US$1 exchange rate   4.77    4.46 
Period-average RM : US$1 exchange rate   4.75    4.48 
Period-end HK$: US$1 exchange rate   7.82    7.84 
Period-average HK$ : US$1 exchange rate   7.74    7.85 
v3.24.1.1.u2
PLANT AND EQUIPMENT (Tables)
9 Months Ended
Apr. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Plant and equipment as of April 30, 2024 and July 31, 2023 are summarized below:

 

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Leasehold improvement  $114,263   $114,263 
Computer hardware and software   10,358    8,918 
Tools and gauges   3,127    2,213 
Total   127,748    125,394 
Accumulated depreciation   (117,465)  $(115,625)
Effect of translation exchange   (357)   (54)
Plant and equipment, net  $9,926   $9,715 
v3.24.1.1.u2
EQUITY METHOD INVESTMENT (Tables)
9 Months Ended
Apr. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
SCHEDULE OF EQUITY METHOD INVESTMENT

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Investment, at cost  $232,040   $232,040 
Less: Equity method loss   (335)   (335)
Less: Impairment loss on investment   (231,705)   (231,705)
Equity method investment  $-   $- 
v3.24.1.1.u2
TRADE RECEIVABLES (Tables)
9 Months Ended
Apr. 30, 2024
Receivables [Abstract]  
SCHEDULE OF TRADE RECEIVABLES

Trade receivables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade receivables  $71,984   $12,088 
Total trade receivables  $71,984   $12,088 
v3.24.1.1.u2
CONTRACT ASSETS (Tables)
9 Months Ended
Apr. 30, 2024
Contract Assets  
SCHEDULE OF CONTRACT ASSETS

Contract assets as of April 30, 2024 and July 31, 2023 are summarized below:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Cost incurred  $1,157,559   $15,224 
Attributable profit   (71,918)   3,499 
Contract assets, gross   1,085,641    18,723 
Progress billings   (961,298)   - 
Total contract assets  $124,343   $18,723 
v3.24.1.1.u2
PREPAYMENT AND DEPOSITS (Tables)
9 Months Ended
Apr. 30, 2024
Prepayment And Deposits  
SCHEDULE OF PREPAYMENTS AND DEPOSITS

Prepayment  and deposits consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Deposits  $15,416   $12,325 
Prepayment   -    2,668 
Total prepayment and deposits  $15,416   $14,993 
v3.24.1.1.u2
TRADE PAYABLES (Tables)
9 Months Ended
Apr. 30, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF TRADE PAYABLES

Trade payables consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Trade payables  $116,847   $4,202 
Total trade payables  $116,847   $4,202 
v3.24.1.1.u2
OTHER PAYABLES, ACCRUED LIABILITIES AND DEPOSITS RECEIVED (Tables)
9 Months Ended
Apr. 30, 2024
Other Payables Accrued Liabilities And Deposits Received  
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES AND DEPOSITS RECEIVED

Other payables, accrued liabilities and deposits received consisted of the following at April 30, 2024 and July 31, 2023:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
Accrued audit fees  $2,500   $14,000 
Other payables, accrued liabilities and deposits received  $17,707   $22,747 
Total other payables, accrued liabilities and deposits received  $20,207   $36,747 
v3.24.1.1.u2
REVENUE (Tables)
9 Months Ended
Apr. 30, 2024
Revenue from Contract with Customer [Abstract]  
SCHEDULE OF REVENUE

For the period ended April 30, 2024 and 2023, the Company has revenue arise from the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
Installation service          
- Current period  $1,073,259   $35,588 
- Over-provision   -    (878)
Total revenue  $1,073,259   $34,710 
v3.24.1.1.u2
INCOME TAXES (Tables)
9 Months Ended
Apr. 30, 2024
Income Tax Disclosure [Abstract]  
SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF INCOME (LOSS) BEFORE INCOME TAX

For the period ended April 30, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:

 

  

Nine months

period ended

April 30, 2024

  

Nine months

period ended

April 30, 2023

 
   (Unaudited)   (Unaudited) 
         
Tax jurisdictions from:          
Local  $(53,162)  $(39,711)
Foreign, representing          
- Labuan   (13,926)   (11,013)
- Hong Kong  $(18,069)  $(113,016)
- Malaysia   (283,900)   (113,731)
Loss before income tax  $(369,057)  $(277,471)
SCHEDULE OF PROVISION FOR INCOME TAX

The provision for income taxes consisted of the following:

 

  

For the period

ended

April 30, 2024

(Unaudited)

  

For the period

ended

April 30, 2023

(Unaudited)

 
Current:        
- Local            -             - 
- Foreign   -    - 
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $-   $- 
v3.24.1.1.u2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)
9 Months Ended
Apr. 30, 2024
Lease Right-of-use Asset And Lease Liabilities  
SCHEDULE OF INITIAL RECOGNITION OF OPERATING LEASE RIGHT AND LEASE LIABILITY

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

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Gross lease payable  $107,053   $107,053 
Less: imputed interest   (9,359)   (9,359)
Recognition  $97,694   $97,694 
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

As of April 30, 2024 and July 31, 2023, operating lease right of use asset as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Additional portion from July 31, 2020 to June 30, 2021   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Accumulated amortization   (98,316)   (79,244)
Foreign exchange translation loss   (5,652)   (1,569)
Balance  $63,662   $86,817 
SCHEDULE OF OPERATING LEASE LIABILITY

As of April 30, 2024 and July 31, 2023, operating lease liability as follow:

 

  

As of

April 30, 2024

(Unaudited)

  

As of

July 31, 2023

(Audited)

 
Initial recognition as of August 1, 2019  $26,772   $26,772 
Add: additional portion (increase of leasing fee)   2,719    2,719 
Add: new lease addition from July 1, 2021 to June 30, 2023   40,445    40,445 
Add: new lease addition from June 1, 2022 to May 31, 2023   9,343    9,343 
Add: new lease addition from June 1, 2023 to July 31, 2023   1,534    1,534 
Add: new lease addition from August 1, 2023 to July 31, 2026   86,817    86,817 
Less: gross repayment   (102,554)   (81,468)
Add: imputed interest   3,975    245 
Foreign exchange translation gain   (4,070)   410 
Balance   64,981    86,817 
Less: lease liability current portion   (27,275)   (29,211)
Lease liability non-current portion  $37,706   $57,606 
SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Maturities of operating lease obligation as follow:

 

Year ending    
July 31, 2024 (3 months)  $5,537 
July 31, 2025 (12 months)   27,994 
July 31, 2026 (12 months)   31,450 
Total  $64,981 
SCHEDULE OF OTHER INFORMATION

Other information:

 

   2024   2023 
   Period ended April 30 
   2024   2023 
   (Unaudited)   (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $21,836   $21,677 
Right-of-use assets obtained in exchange for operating lease liabilities   -    4,120 
Remaining lease term for operating lease (years)          
Lease 1   -    0.2 
Lease 2   -    0.1 
Lease 3   2.2    - 
Weighted average discount rate for operating lease          
Lease 1   -    5.6%
Lease 2   -    5.56%
Lease 3   6.85%   - 
v3.24.1.1.u2
CONCENTRATION OF RISK (Tables)
9 Months Ended
Apr. 30, 2024
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION OF RISK

 

(a) Major customers

 

For the three months ended April 30, 2024 and 2023, the customer who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end.

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $72,124   $    -    51%     -%  $67,989   $    - 
Customer B   57,514    -    41%   -    3,995    - 
   $129,638   $-    92%   -%  $71,984   $- 

 

For the nine months ended April 30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue   Percentage of Revenue   Trade Receivable 
Customer A  $599,704   $-    56%   -   $67,989   $- 
Customer B   460,211    23,884    43%   67%   3,995    13,206 
Customer C   -    8,705    -    24%   -    - 
   $1,059,915   $32,589    99%   91%  $71,984   $13,206 

 

(b) Major vendors

 

For the three months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $67    -    58%  $-   $    - 
Vendor B   -    140    -    35%   -    - 
Vendor  C   51,008    -    19%   -    905    - 
Vendor  D   47,460    -    18%   -    12,968    - 
Vendor   E   83,225    -    31%   -    -    - 
Vendor   F   31,579    -    12%   -    -    - 
   $213,272   $207    80%   93%  $13,873   $- 

 

For the nine months ended April 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

   Nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of Revenue  

Percentage of Cost of Revenue

   Trade Payable 
Vendor A  $-   $8,128    -    28%  $-   $    - 
Vendor B   -    3,115    -    11%   -    - 
Vendor C   128,807    -    11%   -    905    - 
Vendor G   131,048    -    11%   -    20,966    - 
Vendor  H   -    6,075    -    21%   -    - 
Vendor I   -    3,658    -    13%   -    - 
   $259,855   $20,976    22%   73%  $21,871   $- 
v3.24.1.1.u2
SEGMENT INFORMATION (Tables)
9 Months Ended
Apr. 30, 2024
Segment Reporting [Abstract]  
SCHEDULE OF INTER-SEGMENT SALES

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 April 30, 2024 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue  $-   $1,073,259   $-   $1,073,259 
Cost of revenue   -    (1,149,608)   -    (1,149,608)
Net loss   (53,162)   (297,826)   (18,069)   (369,057)
                     
Total assets  $-   $935,872   $46,680   $982,552 

 

                 
   For the period ended April 30, 2023 
   United States   Malaysia   Hong Kong   Total 
                 
Revenue                    
- Current period  $-   $35,588   $-   $35,588)
- Over-provision   -    (878)   -    (878)
Cost of revenue   -    (28,662)   -    (28,662)
Net loss   (39,711)   (124,744)   (113,016)   (277,471)
                     
Total assets  $-   $1,211,067   $68,425   $1,279,492 
v3.24.1.1.u2
SCHEDULE OF DETAILS OF COMPANY’S SUBSIDIARY (Details)
9 Months Ended
Apr. 30, 2024
Parent Company [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
Company name Phoenix Plus Corp.
Place and date of incorporation Labuan / January 4, 2019
Particulars of issued capital 100 shares of ordinary share of US$1 each
Principal activities Investment holding
Phoenix Plus International Limited [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
Company name Phoenix Plus International Limited
Place and date of incorporation Hong Kong / March 19, 2019
Particulars of issued capital 1 ordinary share of HK$1 each
Principal activities Providing technical consultancy on solar power system and consultancy on green energy solution
Phoenix Green Energy Sdn. Bhd [Member]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]  
Company name Phoenix Green Energy Sdn. Bhd.
Place and date of incorporation Malaysia / May 17, 2022
Particulars of issued capital 1,200,000 shares of ordinary share of MYR1 each
Principal activities Providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning services
v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative)
Mar. 17, 2022
Mar. 18, 2019
Malaysia Company [Member]    
Ownership percentage   100.00%
Phoenix Green Energy Sdn. Bhd [Member]    
Ownership percentage 100.00%  
v3.24.1.1.u2
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIFE (Details)
Apr. 30, 2024
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 21 months
Computer Hardware and Software [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Tools and Gauges [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
v3.24.1.1.u2
SCHEDULE OF FOREIGN CURRENCY TRANSLATION (Details)
Apr. 30, 2024
Apr. 30, 2023
Period-end RM : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 4.77 4.46
Period-average RM : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 4.75 4.48
Period-end HK : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.82 7.84
Period-average HK : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.74 7.85
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Jan. 31, 2024
Oct. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Oct. 31, 2022
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Income tax examination likelihood of unfavorable settlement             greater than 50% likelihood    
Accumulated deficit $ 2,518,707           $ 2,518,707   $ 2,149,650
Net Cash Provided by (Used in) Operating Activities             509,914 $ 332,063  
Net Income (Loss) Attributable to Parent $ 212,310 $ 112,927 $ 43,820 $ 142,588 $ (11,096) $ 145,979 $ 369,057 $ 277,471  
Investment Under Equity Method [Member]                  
Percentage of equity method 20.00%           20.00%    
v3.24.1.1.u2
COMMON STOCK (Details Narrative) - shares
Apr. 30, 2024
Jul. 31, 2023
Equity [Abstract]    
Common stock, shares issued 332,699,500 332,699,500
Common stock, shares outstanding 332,699,500 332,699,500
v3.24.1.1.u2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Property, Plant and Equipment [Line Items]    
Total $ 127,748 $ 125,394
Accumulated depreciation (117,465) (115,625)
Effect of translation exchange (357) (54)
Plant and equipment, net 9,926 9,715
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total 114,263 114,263
Computer Hardware and Software [Member]    
Property, Plant and Equipment [Line Items]    
Total 10,358 8,918
Tools and Gauges [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 3,127 $ 2,213
v3.24.1.1.u2
PLANT AND EQUIPMENT (Details Narrative) - USD ($)
9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 1,840 $ 791
v3.24.1.1.u2
SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]    
Investment, at cost $ 232,040 $ 232,040
Less: Equity method loss (335) (335)
Less: Impairment loss on investment (231,705) (231,705)
Equity method investment
v3.24.1.1.u2
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($)
9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Schedule of Equity Method Investments [Line Items]    
Equity method investment loss
Investee Company [Member]    
Schedule of Equity Method Investments [Line Items]    
Percentage of equity method investee company 33.90%  
v3.24.1.1.u2
SCHEDULE OF TRADE RECEIVABLES (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Receivables [Abstract]    
Trade receivables $ 71,984 $ 12,088
Total trade receivables $ 71,984 $ 12,088
v3.24.1.1.u2
SCHEDULE OF CONTRACT ASSETS (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Contract Assets    
Cost incurred $ 1,157,559 $ 15,224
Attributable profit (71,918) 3,499
Contract assets, gross 1,085,641 18,723
Progress billings (961,298)
Total contract assets $ 124,343 $ 18,723
v3.24.1.1.u2
SCHEDULE OF PREPAYMENTS AND DEPOSITS (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Prepayment And Deposits    
Deposits $ 15,416 $ 12,325
Prepayment 2,668
Total prepayment and deposits $ 15,416 $ 14,993
v3.24.1.1.u2
SCHEDULE OF TRADE PAYABLES (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Payables and Accruals [Abstract]    
Trade payables $ 116,847 $ 4,202
Total trade payables $ 116,847 $ 4,202
v3.24.1.1.u2
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES AND DEPOSITS RECEIVED (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Other Payables Accrued Liabilities And Deposits Received    
Accrued audit fees $ 2,500 $ 14,000
Other payables, accrued liabilities and deposits received 17,707 22,747
Total other payables, accrued liabilities and deposits received $ 20,207 $ 36,747
v3.24.1.1.u2
SCHEDULE OF REVENUE (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Disaggregation of Revenue [Line Items]        
Total Revenue     $ 1,073,259 $ 34,710
Transferred at Point in Time [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenue $ 140,901 1,073,259 35,588
Transferred over Time [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenue $ (878) (878)
Installation Service [Member] | Transferred at Point in Time [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenue     1,073,259 35,588
Installation Service [Member] | Transferred over Time [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenue     $ (878)
v3.24.1.1.u2
SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF INCOME (LOSS) BEFORE INCOME TAX (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Effective Income Tax Rate Reconciliation [Line Items]        
Loss before income tax $ (212,310) $ (142,588) $ (369,057) $ (277,471)
Labuan [Member]        
Effective Income Tax Rate Reconciliation [Line Items]        
Loss before income tax     (13,926) (11,013)
HONG KONG        
Effective Income Tax Rate Reconciliation [Line Items]        
Loss before income tax     (18,069) (113,016)
MALAYSIA        
Effective Income Tax Rate Reconciliation [Line Items]        
Loss before income tax     (283,900) (113,731)
State and Local Jurisdiction [Member]        
Effective Income Tax Rate Reconciliation [Line Items]        
Loss before income tax     $ (53,162) $ (39,711)
v3.24.1.1.u2
SCHEDULE OF PROVISION FOR INCOME TAX (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Current:        
- Local    
- Foreign    
Deferred:        
- Local    
- Foreign    
Income tax expense
v3.24.1.1.u2
INCOME TAXES (Details Narrative)
9 Months Ended
Apr. 30, 2024
USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Operating loss carryforwards $ 929,416
Deferred tax assets, valuation allowance $ 743,533
Labuan [Member]  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Income tax rate 3.00%
HONG KONG  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Income tax rate 16.50%
MALAYSIA | Minimum [Member]  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Income tax rate 15.00%
MALAYSIA | Maximum [Member]  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Income tax rate 24.00%
v3.24.1.1.u2
SCHEDULE OF INITIAL RECOGNITION OF OPERATING LEASE RIGHT AND LEASE LIABILITY (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Jun. 01, 2022
Jul. 01, 2021
Lease Right-of-use Asset And Lease Liabilities        
Gross lease payable $ 107,053 $ 107,053    
Less: imputed interest (9,359) (9,359)    
Recognition $ 97,694 $ 97,694 $ 9,343 $ 40,445
v3.24.1.1.u2
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Lease Right-of-use Asset And Lease Liabilities    
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 (98,316) (79,244)
Foreign exchange translation loss (5,652) (1,569)
Balance $ 63,662 $ 86,817
v3.24.1.1.u2
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Lease Right-of-use Asset And Lease Liabilities    
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 (102,554) (81,468)
Add: imputed interest 3,975 245
Foreign exchange translation gain (4,070) 410
Balance 64,981 86,817
Less: lease liability current portion (27,275) (29,211)
Lease liability non-current portion $ 37,706 $ 57,606
v3.24.1.1.u2
SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION (Details)
Apr. 30, 2024
USD ($)
Lease Right-of-use Asset And Lease Liabilities  
July 31, 2024 (3 months) $ 5,537
July 31, 2025 (12 months) 27,994
July 31, 2026 (12 months) 31,450
Total $ 64,981
v3.24.1.1.u2
SCHEDULE OF OTHER INFORMATION (Details) - USD ($)
9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Jun. 03, 2023
Jun. 01, 2022
Jul. 01, 2021
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease $ 21,836 $ 21,677      
Right-of-use assets obtained in exchange for operating lease liabilities $ 4,120      
Weighted average discount rate for operating lease     6.85% 5.56% 5.60%
Lease 1 [Member]          
Cash paid for amounts included in the measurement of lease liabilities:          
Remaining lease term for operating lease (years) 2 months 12 days      
Weighted average discount rate for operating lease 5.60%      
Lease 2 [Member]          
Cash paid for amounts included in the measurement of lease liabilities:          
Remaining lease term for operating lease (years) 1 month 6 days      
Weighted average discount rate for operating lease 5.56%      
Lease 3 [Member]          
Cash paid for amounts included in the measurement of lease liabilities:          
Remaining lease term for operating lease (years) 2 years 2 months 12 days      
Weighted average discount rate for operating lease 6.85%      
v3.24.1.1.u2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Details Narrative) - USD ($)
9 Months Ended
Jun. 03, 2023
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Jun. 01, 2022
Jul. 01, 2021
Lease liability and right-of-use asset   $ 97,694   $ 97,694 $ 9,343 $ 40,445
Operating lease weighted average discount rate percent 6.85%       5.56% 5.60%
Lease liabilities   64,981   $ 86,817    
Amortization of operating lease right of use asset   19,072 $ 21,661      
Lease expenses   $ 3,743 $ 574      
Phoenix Green Energy Sdn Bhd [Member]            
Operating lease, term of contract 2 years          
Operating lease, option to extend option to renew after the end          
Lease liabilities $ 60,850          
Phoenix Plus International Limited [Member]            
Lease liabilities $ 25,967          
v3.24.1.1.u2
SCHEDULE OF CONCENTRATION OF RISK (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Concentration Risk [Line Items]          
Revenue     $ 1,073,259 $ 34,710  
Trade receivable $ 71,984   71,984   $ 12,088
Cost of revenue 269,117 $ 305 1,149,608 28,662  
Revenue Benchmark [Member] | Customer A [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenue $ 72,124 $ 599,704  
Percentage of revenue 51.00% 56.00%  
Trade receivable $ 67,989 $ 67,989  
Trade receivable 67,989 67,989  
Revenue Benchmark [Member] | Customer B [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenue $ 57,514 $ 460,211 $ 23,884  
Percentage of revenue 41.00% 43.00% 67.00%  
Trade receivable $ 3,995 $ 3,995  
Trade receivable 3,995 13,206 3,995 13,206  
Revenue Benchmark [Member] | Customer [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenue $ 129,638 $ 1,059,915 $ 32,589  
Percentage of revenue 92.00% 99.00% 91.00%  
Trade receivable $ 71,984 $ 71,984  
Trade receivable 71,984 13,206 71,984 13,206  
Revenue Benchmark [Member] | Customer C [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenue     $ 8,705  
Percentage of revenue     24.00%  
Trade receivable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 58.00% 28.00%  
Cost of revenue $ 67 $ 8,128  
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 35.00% 11.00%  
Cost of revenue $ 140 $ 3,115  
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 19.00% 11.00%  
Cost of revenue $ 51,008 $ 128,807  
Trade payable $ 905 905  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor D [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 18.00%      
Cost of revenue $ 47,460      
Trade payable $ 12,968 12,968  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor E [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 31.00%      
Cost of revenue $ 83,225      
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor F [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 12.00%      
Cost of revenue $ 31,579      
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A,B,C,D,E and F [Member]          
Concentration Risk [Line Items]          
Percentage of revenue 80.00% 93.00%      
Cost of revenue $ 213,272 $ 207      
Trade payable 13,873 $ 13,873  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor G [Member]          
Concentration Risk [Line Items]          
Percentage of revenue     11.00%  
Cost of revenue     $ 131,048  
Trade payable 20,966 $ 20,966  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor H [Member]          
Concentration Risk [Line Items]          
Percentage of revenue     21.00%  
Cost of revenue     $ 6,075  
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor I [Member]          
Concentration Risk [Line Items]          
Percentage of revenue     13.00%  
Cost of revenue     $ 3,658  
Trade payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A,B,C,G,H and I [Member]          
Concentration Risk [Line Items]          
Percentage of revenue     22.00% 73.00%  
Cost of revenue     $ 259,855 $ 20,976  
Trade payable $ 21,871 $ 21,871  
v3.24.1.1.u2
CONTINGENT LIABILITIES (Details Narrative) - Lenggong Hydro Sdn. Bhd [Member] - MYR (RM)
Apr. 12, 2024
Feb. 22, 2024
Defined Benefit Plan Disclosure [Line Items]    
Loss contingency demanding amount   RM 153,588.76
Loss contingency annual percentage   8.00%
Loss contingency settlement amount RM 90,000.00  
v3.24.1.1.u2
SCHEDULE OF INTER-SEGMENT SALES (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Jan. 31, 2024
Oct. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Oct. 31, 2022
Apr. 30, 2024
Apr. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue             $ 1,073,259 $ 34,710
Cost of revenue $ (269,117)     $ (305)     (1,149,608) (28,662)
Net loss (212,310) $ (112,927) $ (43,820) (142,588) $ 11,096 $ (145,979) (369,057) (277,471)
Total assets 982,552     1,279,492     982,552 1,279,492
Transferred at Point in Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue 140,901         1,073,259 35,588
Transferred over Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue     (878)     (878)
UNITED STATES                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              
Cost of revenue            
Net loss             (53,162) (39,711)
Total assets        
UNITED STATES | Transferred at Point in Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              
UNITED STATES | Transferred over Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              
MALAYSIA                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue             1,073,259  
Cost of revenue             (1,149,608) (28,662)
Net loss             (297,826) (124,744)
Total assets 935,872     1,211,067     935,872 1,211,067
MALAYSIA | Transferred at Point in Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue               35,588
MALAYSIA | Transferred over Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue               (878)
HONG KONG                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              
Cost of revenue            
Net loss             (18,069) (113,016)
Total assets $ 46,680     $ 68,425     $ 46,680 68,425
HONG KONG | Transferred at Point in Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              
HONG KONG | Transferred over Time [Member]                
Revenues from External Customers and Long-Lived Assets [Line Items]                
Revenue              

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