true FY 0001785493 MY

 0001785493

 2022-08-01
 2023-07-31

 0001785493

 2024-05-20

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 1

 (mark
one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended July 31, 2023

 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 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)

 +6012 - 8828729

 (Registrant's
telephone number, including area code)

 Securities
Registered Pursuant to Section 12(b) of the Act: None.

 Securities
Registered Pursuant to Section 12(g) of the Act:

 Title
 of Each Class

 Common
 Stock with par value $0.0001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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

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 (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of common stock held by non-affiliates of the registrant cannot be calculated as our Common Stock is not traded
on a national securities exchange.

 There
was a total of 332,699,500 shares of the registrant's common stock, par value $0.01 per share, outstanding as of May 20,
2024.

 DOCUMENTS
INCORPORATED BY REFERENCE: None.

 Auditor
 Name:

 Auditor
 Location:

 Auditor
 Firm ID:

 JP
 CENTURION & PARTNERS PLT

 Kuala
 Lumpur, Malaysia

 6723

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") to the Annual Report on Form 10-K of Phoenix Plus Corp. (the "Company",
"we", "us" or "our") for the fiscal year ended July 31, 2023, originally filed with the U.S. Securities
and Exchange Commission (the "SEC") on October 30, 2023 (the "Original 10-K") is being filed to (i) amend and
restate Part II "Item 9A: Controls and Procedures" to included disclosure which was inadvertently omitted from the Original
10-K, pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, to include
inadvertently omitted disclosure.

 This
Amendment contains only the cover page, this explanatory note, the complete text of Item 9A, the exhibit list, a signature page and the
revised certification.

 Other
than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the
Original 10-K or reflect any events that have occurred after the Original 10-K was filed. Information not affected by this Amendment
remains unchanged and reflects the disclosures made at the time as of which the Original 10-K was filed. This Amendment should be read
together with the Original 10-K and the Company's other filings with the SEC.

 Item 9A.
Controls and Procedures.

 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 July 31, 2023. 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 July 31, 2023, our disclosure
controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 Internal
Control Over Financial Reporting

 Our
management, mainly our chief executive officer, is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as
a process designed by, or under the supervision of, the company's chief executive officer and effected by the company's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States
of America and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the
 transactions and dispositions of the assets of the company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of
 financial statements in accordance with accounting principles generally accepted in the United
 States of America and that receipts and expenditures of the company are being made only in
 accordance with authorizations of management and directors of the company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
 use or disposition of the company's assets that could have a material effect on the
 financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of July 31, 2023, our management, mainly our chief executive officer, assessed the effectiveness of our internal control over
financial reporting based on the criteria for effective internal control over financial reporting established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments. Based on such evaluation, the Company's management
concluded that, during the period covered by this Report, internal controls and procedures over financial reporting were not
effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be material weaknesses.

 Identified
Material Weakness

 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 July 31, 2023, 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.

 Management's
Remediation Initiative

 To
further strengthen the Company's internal controls and ensure adequate segregation of duties are maintained, we plan to hire additional
employees, specifically accounting staffs and initiate comprehensive training program in relation to U.S. GAAP financial statements and
related disclosures.

 To
remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we will also prepare written policies
and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines,
to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt
transactions.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

 Changes
in internal controls over financial reporting

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

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Date:
May 20, 2024

 By:

 /s/
 LEE CHONG CHOW

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 LEE CHONG CHOW

 Chief
 Executive Officer and Director

 May
 20, 2024

 Lee
 Chong Chow

 (Principal
 Executive Officer, Principal Financial Officer and Principal Accounting Officer)


true FY 0001785493 MY

 0001785493

 2022-08-01
 2023-07-31

 0001785493

 2024-05-20

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 2

 (mark
one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended July 31, 2023

 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 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)

 +6012 - 8828729

 (Registrant's
telephone number, including area code)

 Securities
Registered Pursuant to Section 12(b) of the Act: None.

 Securities
Registered Pursuant to Section 12(g) of the Act:

 Title
 of Each Class

 Common
 Stock with par value $0.0001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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

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 (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of common stock held by non-affiliates of the registrant cannot be calculated as our Common Stock is not traded
on a national securities exchange.

 There
was a total of 332,699,500 shares of the registrant's common stock, par value $0.01 per share, outstanding as of May 20, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE: None.

 Auditor
 Name:

 Auditor
 Location:

 Auditor
 Firm ID:

 JP
 CENTURION & PARTNERS PLT

 Kuala
 Lumpur, Malaysia

 6723

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") to the Annual Report on Form 10-K of Phoenix Plus Corp. (the "Company",
"we", "us" or "our") for the fiscal year ended July 31, 2023, originally filed with the U.S. Securities
and Exchange Commission (the "SEC") on October 30, 2023 (the "Original 10-K") is being filed to (i) amend and
restate Part II "Item 9A: Controls and Procedures" to included disclosure which was inadvertently omitted from the Original
10-K, pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, to include
inadvertently omitted disclosure.

 This
Amendment contains only the cover page, this explanatory note, the complete text of Item 9A, the exhibit list, a signature page and the
revised certification.

 Other
than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the
Original 10-K or reflect any events that have occurred after the Original 10-K was filed. Information not affected by this Amendment
remains unchanged and reflects the disclosures made at the time as of which the Original 10-K was filed. This Amendment should be read
together with the Original 10-K and the Company's other filings with the SEC.

 Item 9A.
Controls and Procedures.

 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 July 31, 2023. 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 July 31, 2023, our disclosure
controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 Internal
Control Over Financial Reporting

 Our
management, mainly our chief executive officer, is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as
a process designed by, or under the supervision of, the company's chief executive officer and effected by the company's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States
of America and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
 made only in accordance with authorizations of management and directors of the company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of July 31, 2023, our management, mainly our chief executive officer, assessed the effectiveness of our internal control over financial
reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance
on conducting such assessments. Based on such evaluation, the Company's management concluded that, during the period covered by
this Report, internal controls and procedures over financial reporting were not effective. This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may
be considered to be material weaknesses.

 Identified
Material Weakness

 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 July 31, 2023, 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.

 Management's
Remediation Initiative

 To
further strengthen the Company's internal controls and ensure adequate segregation of duties are maintained, we plan to hire additional
employees, specifically accounting staffs and initiate comprehensive training program in relation to U.S. GAAP financial statements and
related disclosures.

 To
remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we will also prepare written policies
and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines,
to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt
transactions.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

 Changes
in internal controls over financial reporting

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

 PART
IV

 Item
15. Exhibits, Financial Statements and Schedules

 (a)

 Financial
 Statements:

 (1)

 The
 financial statements required to be included in this report appear after the signature page to this report as a separate section.

 (2)

 All
 supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto
 or they are not required or are not applicable.

 (3)

 The
 Exhibit Index of this report appears below.

 (b)

 Exhibits:

 Exhibit
 No.

 Description

 3.1*

 Article of Incorporation

 3.2*

 Bylaws

 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

 *

 Filed
 herewith

 **

 Previously
 filed

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Date:
 May 22, 2024

 By:

 /s/
 LEE CHONG CHOW

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 LEE CHONG CHOW

 Chief
 Executive Officer and Director

 May
 22, 2024

 Lee
 Chong Chow

 (Principal
 Executive Officer, Principal Financial Officer and Principal Accounting Officer)