As filed with the Commission on February 26, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Phoenix Plus Corp.

(Exact name of registrant as specified in its charter)

17/F, THE WORKSTATION, 43-45, LYNDHURST TERRACE,

CENTRAL, HONG KONG

Telephone: +852 8120 0914

Email: phoenixplusinfos@gmail.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copy to:

Jackson L. Morris, Esq.

126 21^st Avenue SE

St. Petersburg, Florida 33709

Telephone: 813-892-5969

Email: jackson.morris@rule144solution.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Post Effective Amendment to the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. [_]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

PRELIMINARY PROSPECTUS DATED FEBRUARY 26, 2021

PHOENIX PLUS CORP.

65,140,875 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

PRICE: $1.00 PER SHARE

Phoenix Plus Corp. is offering 3,000,000 shares of our common stock at a price of $1.00 per share and our selling shareholders are offering 62,140,875 shares of our common stock at a price of $1.00 per shares. As of December 31, 2020, we have sold 510,000 shares of our common stock in our public offering. We will not receive any of the proceeds from the sale of shares by the selling shareholders. We are making our offering on a self-underwritten, “best efforts”, no minimum basis. There is no minimum number of shares we are required to sell before we sell any shares or required to be purchased by each investor. The selling shareholders may be deemed to be underwriters with respect to their sale of their shares.

Our offering will terminate upon the earliest of (i) such time as all 3,000,000 of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, which has been extended by our directors for an additional 180 days via resolutions of the Board of Directors on January 8, 2021 (which we refer to as the “offering termination date”). We may however, at any time and for any or no reason terminate the offering.

There is no public market for our common stock. Upon completion of this offering, we expect to apply to the Financial Industry Regulatory Authority for a trading symbol and upon issuance of a trading symbol to have our shares quoted on the OTCQB operated by OTC Markets Group, Inc. We have no assurance our shares will ever be quoted on the OTCQB or any other quotation medium. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

Investment in our common stock involves a high degree of risk. You should purchase shares only if you can afford the complete loss of your investment. See ‘risk factors’ beginning on page 3.

Our auditors have expressed substantial doubt as to our ability to continue as a going concern.

We are an “emerging growth company”, as defined in the jumpstart our business startups act of 2012 (“jobs act”), and will therefore be subject to reduced public company reporting requirements.

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ___________, 2021

TABLE OF CONTENTS

REPORTS TO SECURITY HOLDERS

We intend to furnish to our stockholders annual reports containing audited financial statements and quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year. In addition, we may from time to time furnish to stockholders additional information about us and our business as our management deems appropriate.

USE OF PRONOUNS AND OTHER WORDS

The word “Company” and the pronouns “we”, “us”, “our” and the equivalent used in this prospectus Phoenix Plus Corp. and our wholly owned subsidiaries, Phoenix Plus Corp. (the “Malaysia Company” and Phoenix Plus International Limited (the “Hong Kong Company”). In the foot notes to our consolidated financial statements, the “Company” means Phoenix Plus Corp. and our wholly owned subsidiaries. The pronoun “you” means the reader of this prospectus.

SUMMARIES OF REFERENCED DOCUMENTS

This prospectus contains references to, summaries of and selected information from agreements and other documents. These agreements and other documents are not incorporated by reference; but, are filed as exhibits to our registration statement of which this prospectus is a part and which we have filed with the U.S. Securities and Exchange Commission. We believe the summaries and selected information provide all material terms from these agreements and other documents. Whenever we make reference in this prospectus to any of our agreements and other documents, you should refer to the exhibits filed with our registration statement of which this prospectus is a part for copies of the actual agreement or other document. See “Where You Can Find Additional Information About Us” for instructions as to how to access and obtain these agreements and other documents.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward–looking statements that involve risks and uncertainties. We use words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this prospectus.

YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We will sell our shares only in jurisdictions where such sale and distribution is permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the distribution of our common stock.

PROSPECTUS SUMMARY

This summary only highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 3, and the financial statements, before making an investment decision.

Our Corporate History

Phoenix Plus Corp., a Nevada corporation was incorporated on November 5, 2018. Fong Teck Kheong is our founder, director and chief executive officer.

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

On July 25, 2019, the Malaysia Company, acquired Phoenix Plus International Limited (the “Hong Kong Company”), a private limited company incorporated in Hong Kong, from Mr. Fong in consideration of HK$1.

The Hong Kong Company 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.

We currently operate in and intend to continue to operate in the geographic area of Malaysia, whereas we supply agreement(s) with local government(s) to supply solar electric power products and technologies which directly convert sunlight into electricity. We are seeking to provide solar cells that have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity, available for the mass market.

Investment in our common stock involves a high degree of risk. See, “Risk Factors”.

HOW WE ARE AFFECTED BY THE JOBS ACT

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS ACT”). We shall continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

CORPORATE HISTORY

We are a Nevada corporation incorporated on November 5, 2018 by Fong Teck Kheong who is our founder, a member of our Board of Directors, Chief Executive Officer, President, Secretary and Treasurer. Our mailing address is 17/F, The Workstation, 43-45, Lyndhurst Terrace, Central, Hong Kong and our telephone number at that address is +852 8120 0914. Our website is https://phoenixpluscorp.com/. The information contained on our website or any third-party websites is not a part of this prospectus.

On March 18, 2019, we acquired 100% of the equity interests in Phoenix Plus Corp. (the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia, from Mr. Fong in consideration of $100.

On June 1, 2019, Mr. Kong Kok King was appointed Chief Technology Officer of the Company.

On July 25, 2019, the Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong, from Mr. Fong in consideration of HK$1.

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

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

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

On April 1, 2019, we issued 30,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to H&D Holding Sdn Bhd, a company incorporated in Malaysia, for additional working capital of $3,000. The controlling shareholders of H&D Holding Sdn. Bhd are Fong Teck Kheong and How Kok Choong, each holding an equal percentage ownership.

From April 9, 2019 to April 16, 2019, we issued a total of 25,100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Junsei Ryu, Lee Chong Chow and Phoenix Plus Holding Sdn Bhd, for total additional working capital of $753,000. Shares were purchased from the aforementioned parties at $0.03 per share of common stock.

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

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

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

RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We consider the following to be the material risks for an investor regarding this offering. We should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Risks Relating to Our Industry

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

Mr. Fong will be able to sell his shares at any time during the duration of this offering. This may pose a conflict of interest since Mr. Fong is also selling shares on our behalf in this offering. It is possible that this conflict of interest could affect the ultimate amount of funds we raise. This could negatively affect your investment.

Mr. Fong is going to sell shares on our behalf in this offering. Mr. Fong will be able to simultaneously sell shares of stock for his own accord that are registered for resale pursuant to this offering. This conflict of interest could divert Mr. Fong’s time and attention in selling shares on our behalf since he will also be able to sell his own shares. This could result in less capital we raise, and a lessened desire for investors to purchase shares. As a result of this potential conflict of interest your investment could be adversely affected.

We have limited operating history and face many of the risks and difficulties which are frequently encountered by a company in the developmental stage.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our client base. In addition, we also face many of the risks and difficulties inherent in introducing our services. These risks include the ability to:

Our future will depend on our ability to bring our service to the market place and society, which requires proper and organized planning of providing a platform that is able to offer viable business solution, growth model and corporate development to the members in order to assist in their companies’ growth and expansion as well as increase every member’s loyalty towards us. The results of our operations can also be affected by our ability to enhance our services or to deliver consistent high quality services to increase our competitive presence.

There is a shortage of semi-conductor grade silicon and the photovoltaic (PV) cells made from this material, upon which our proposed products may depend, that may constrain our revenue growth. The market for photovoltaic cells has increased recently and we expect these price increases to continue, which may further delay our profitability. Additionally, we may not have sufficient financial resources to take advantage of supply opportunities as they may arise.

Polysilicon is an essential raw material in the production of photovoltaic, or solar cells. Polysilicon is created by refining quartz or sand. Polysilicon is melted and grown into crystalline ingots by companies specializing in ingot growth. Manufacturers of solar cells procure silicon ingots from these suppliers on a contractual basis and then slice these ingots into wafers. They may also purchase wafers from third-party vendors.

There is currently an industry-wide shortage of polysilicon, which has resulted in significant price increases. We expect that the average price of polysilicon will continue to increase. Increases in polysilicon prices have in the past increased the manufacturing costs of solar cells. As demand for solar cells has increased, many of the manufacturers have announced plans to add additional manufacturing capacity. As this manufacturing capacity becomes operational, it will increase the demand for polysilicon and further exacerbate the current shortage. Polysilicon is also used in the semiconductor industry generally and any increase in demand from that sector will compound the shortage. The production of polysilicon is capital intensive and adding additional capacity requires significant lead time. While we are aware that several new facilities for the manufacture of polysilicon are under construction, we do not believe that the supply imbalance will be remedied in the near term. We expect that polysilicon demand will continue to outstrip supply throughout 2019 and potentially for a longer period.

The inability to obtain sufficient polysilicon, ingots or wafers at commercially reasonable prices or at all would adversely affect our ability to meet future customer demand for products that we acquire could impair our ability to enter this market.

Our business and marketing plans may be unsuccessful, which means that we may not be able to continue operations as a going concern.

Our ability to continue as a going concern is dependent upon our generating cash flow that is sufficient to fund operations or finding adequate investment or borrowed capital to support our operations. To date we have relied entirely on equity financing from our shareholders to fund our operations. Our business and marketing plans may not be successful in achieving a sustainable business and generating revenues. We have no arrangements in place for sufficient financing to be able to fully implement our business plan. If we are unable to continue as planned currently, we may have to curtail some or all of our business plan and operations. In such case, investors will lose all or a portion of their investment.

We currently have been generating operating losses, and we may never achieve profitability.

We have had and we expect to continue to have losses in the near term and will rely on capital funding or borrowings to fund our operations. To date, capital funding has been limited in amount. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our development and business plan.

We will require additional capital in the future, which may not be available on terms acceptable to us, or at all.

Our future liquidity and capital requirements will depend upon numerous factors, including the success of our offerings and market developments. We will to need to raise funds through public or private financings, strategic relationships or other arrangements. There can be no assurance that such funding, will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences or privileges senior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results and financial condition.

We do not currently have a fully developed marketing plan, and as such we may not generate as much revenue as we anticipate.

Presently, we do not have a definitive marketing plan to acquire members. It will take us time to develop a concrete marketing plan, and in the interim we will likely not be generating significant revenue or, in a worst-case scenario, any revenue at all.

Our operating results will be subject to fluctuations and are inherently unpredictable; if we fail to meet the expectations of securities analysts or investors, our stock price may decline significantly.

Our quarterly revenue, if any, and operating results will be difficult to predict from quarter to quarter. It is possible that our operating results in some quarters will be below market expectations. Our quarterly operating results will be affected by a number of factors, including:

We plan to base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses will be relatively fixed in the short term. If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. This may cause us to miss analysts’ guidance or any future guidance announced by us. If we fail to meet or exceed analyst or investor expectations or our own future guidance, even by a small amount, our stock price could decline, perhaps substantially.

American investors may have difficulty enforcing services of process, enforcing judgments, and bringing original actions in foreign courts to enforce liabilities against our Officers and Directors.

We are a Nevada corporation and most of our assets are and will be located outside of the United States. Almost all of our operations will be conducted in Asia. In addition, our officers and directors are nationals and residents of a country other than the United States. As a result, it may be difficult for investors to effect service of process within the United States, or abroad, upon them. It may also be difficult to enforce court judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, since our officers and directors are not residents in the United States. In addition, there is uncertainty as to whether the courts of Hong Kong, Malaysia, or other Asian countries would recognize or enforce judgments of U.S. courts.

Our dependence on a limited number of third-party suppliers for finished materials could prevent us from delivering our proposed products that we purchase to our customers within required timeframes, which could result in order cancellations and substantial harm to our business.

We intend to purchase our products using materials and components procured from a limited number of third-party suppliers. If we fail to establish or maintain our relationships with these suppliers, or to secure additional supply sources from other cell suppliers, we may be unable to provide our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes, and we may experience order cancellations and our business may fail. We currently do not have contracts with suppliers to allow us to commence sales, and may not be able to procure sufficient quantities of the materials and components necessary to manufacture our products on acceptable commercial terms or at all. To the extent the processes that our suppliers use to manufacture materials and components are proprietary; we may be unable to obtain comparable materials and components from alternative suppliers. The failure of a supplier to supply materials and components in a timely manner, or to supply materials and components that meet our quality, quantity and cost requirements could impair our ability to purchase our products or increase their costs, particularly if we are unable to obtain substitute sources of these materials and components on a timely basis or on terms acceptable to us. In order to obtain required supplies, we may need to make large inventory purchases on short notice, and prior to having purchase orders or deposits from our customers for product using the full amount of silicon required to be purchased. We may not have sufficient financial resources to make these purchases, which may exacerbate supply shortages.

The reduction or elimination of government and economic incentives could cause revenue to decline for Phoenix Plus Corp.

We believe that the near-term growth of the market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, depends in large part on the availability and size of government and economic incentives. Because a portion of sales for Phoenix Plus Corp. are expected to involve the on-grid market, the reduction or elimination of government and economic incentives may adversely affect the growth of this market or result in increased price competition, both of which could cause our revenue to decline.

Today, the cost of solar power exceeds retail electric rates in many locations. As a result, federal, state and local government bodies in many countries, most notably Germany, Japan, Spain, Italy, Portugal, South Korea and the United States, have provided incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. These government economic incentives could be reduced or eliminated altogether. For example, Germany has been a strong supporter of solar power products and systems and political changes in Germany could result in significant reductions or eliminations of incentives, including the reduction of feed-in tariffs more rapidly than required by current law. Some solar program incentives expire, decline over time, are limited in total funding or require renewal of authority. Net metering and other operational policies in California, Japan or other markets could limit the amount of solar power installed there. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our products. Changes in the level or structure of a renewable portfolio standard could also result in decreased demand for and lower revenue from our products.

Due to the fact that a small number of existing shareholders own a large percentage of our voting shares, future investors will have minimal influence over shareholder decisions.

Existing management has significant share ownership in us and will retain control of us in the future. As a result of such ownership concentration, our sole officer and director will have significant influence over the management and affairs of the Company and its business. It will also exert considerable, ongoing influence over matters subject to shareholder approval, including the election of directors and significant corporate transactions, such as a merger, sale of assets or other business combination or sale of the Company. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even if such a transaction would benefit other shareholders.

Currency exchange rate fluctuations may increase our costs.

The exchange rates between the U.S. dollar and non-U.S. currencies in which we conduct our business have and will likely fluctuate in the future. Any appreciation in the value of these non-U.S. currencies would result in higher expenses for our Company. We do not have any hedging arrangements to protect against such exchange rate exposures.

We lack risk management methods, our business, reputation and financial results may be adversely affected.

We currently do not have methods to identify, monitor and manage risks with respect to our incubator hub business model. If any of such risks were to materialize, our business, reputation, financial condition and operating results could be materially and adversely affected. In addition, our insurance policies may not provide adequate coverage.

If our Chief Executive Officer (CEO) and Chief Technical Officer (CTO) leaves us prior to securing suitable replacements, we will be left without management and our business operations might need to be suspended or cease entirely all together.

We depend on the services of Mr. Fong, and Mr. Kong who are responsible for making corporate decisions which have significant impact on our operations. The loss of the services of our CEO and CTO could have an adverse effect on our business, financial condition and results of operations. There is no assurance that they will not leave us or compete against us in the future, as we presently have no employment agreement with him. In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of our CEO and CTO could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.

Due to the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting company, will be costly because an external third-party consultant(s), attorney, or firm, may have to assist us in following the applicable rules and regulations for each filing on behalf of the company.

We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and director have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

We face intense competition from other companies producing solar power and other energy generation products. If we fail to compete effectively, we may be unable to increase our market share and sales.

The mainstream power generation market and related product sectors are well established and we are competing with power generation from more traditional process that can generate power at lower costs than most renewable or environmentally driven processes. Further, within the renewable power generation and technologies markets we face competition from other methods of producing renewable or environmentally positive power. Then, the solar power market itself is intensely competitive and rapidly evolving. Our competitors have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful distribution network for our solar products, we may be unable to achieve sales and market share. There are a number of major multi-national corporations that produce solar power products, including BP Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo. We also expect that future competition will include new entrants to the solar power market offering new technological solutions. Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may have costs similar to, or lower than, our projected costs.

Most of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors’ greater sizes in some cases provides them with competitive advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume of production and purchase raw materials at lower prices. They also have far greater name recognition, an established distribution network and an installed base of customers. In addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote greater resources to the research, development, promotion and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer requirements than we can.

The demand for products requiring significant initial capital expenditures such as our solar power products and services are affected by general economic conditions.

The Malaysia and international economies have recently experienced a period of slowing economic growth. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued turmoil in the Middle East or war in general could contribute to a slowdown of the market demand for products that require significant initial capital expenditures, including demand for solar cells and solar power systems and new residential and commercial buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for our solar power products. If the economic recovery slows down as a result of the recent economic, political and social turmoil, we may experience decreases in the demand for our solar power products, which may harm our operating results.

The recently enacted JOBS Act will allow us to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

-be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers; be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and

-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company’s internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million and annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

Covid-19 Pandemic

In January 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a “Public Health Emergency of International Concern.” This world-wide outbreak has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines and travel bans intended to control the spread of the virus. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses and facilities. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect our business operation. Uncertainties regarding the economic impact of COVID-19 is likely to result in sustained market turmoil, which could also negatively impact our business, results of operations, liquidity and financial condition.

In an effort to control the Covid-19 outbreak in Malaysia, a movement control order (MCO) was implemented to contain the spread of COVID-19. The first phase of the MCO was from March 18, 2020 to March 31, 2020, followed by second phase from April 1, 2020 to April 14, 2020 and the third phase is from April 15, 2020 to April 28, 2020. The forth phase of the MCO will be in force from April 29, 2020 to May 12, 2020. The extent to which the coronavirus will further impact our business will depend on future developments and, given the uncertainty around the extent and timing of the potential future spread or mitigation and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our business at this time. On top of that, COVID-19 pandemic has brought impact on share offering which has adversely affected the Company targeted share offering volume, therefore we have no choice but to reduce our targeted share offering from 30,000,000 to 3,000,000 as initial plan was not able to be executed under COVID-19 outbreak’s circumstance.

The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Despite all the uncertainties and unpredictability, in an effort to mitigate the negative impact caused by COVID-19, we have launched five online programs with various marketing partners which provide an opportunity to the participants for online learning during the MCO period. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues to evolve into a severe worldwide health crisis, the disease could have an adverse effect on our business, results of operations, liquidity and financial condition for the financial year ended July 31, 2020.

Risks Relating to the Company’s Securities

We do not intend to pay dividends on our common stock.

We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade at a discount from the initial public offering price.

Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Even if our shares become publicly quoted, your shares may not be “free-trading.”

Investors should understand that their shares of our common stock will not become “free-trading” merely because our Company is a publicly-quoted company. In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.

There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur.

A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock.

A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration under the Securities Act.

We may issue shares of preferred stock in the future which may adversely impact your rights as holders of our common stock.

Our Certificate of Incorporation authorizes us to issue up to 200,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this time, we have no shares of preferred stock issued and outstanding.

Our preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 and will be substantial, which may result in us having insufficient funds to expand our business or even to meet routine business obligations.

As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.

State Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.

Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

Risks Relating to this Offering

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Phoenix Plus Corp. and held in our corporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

Risk of losing investment.

If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the OTCMarkets.com OTC Marketplace, or a public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.

Our management will have considerable discretion in how we use the net proceeds from this offering, and no representation can be made that use of proceeds will generate material revenues or materially improve our ability to further develop our services.

Our management will have considerable discretion in how we use the net proceeds from this offering, and no representation can be made that use of proceeds will generate material revenues or materially improve our ability to further develop our services and our platform. We intend to use the net proceeds for working capital, general corporate purposes, construction of our platform and the costs of continuing disclosure compliance. Even if we generate material revenues, we currently plan to seek additional capital following this offering. No assurance can be given that any source of additional cash will be available to us. If no source of additional cash is available to us, we may have to significantly reduce the scope of our operations.

If an active, liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at or above the initial offering price.

There has not been a public market for our common stock. An active and liquid trading market for our common stock may not develop or be sustained following this offering. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. You may not be able to sell your shares quickly or at or above the initial offering price. The initial public offering price will be determined by negotiations with the representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering, and our common stock could trade below the initial public offering price.

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at, or above, the initial public offering price and the price of our common stock may fluctuate significantly.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

These and other factors may lower the market price of our common stock regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.

FINRA sales requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for certain customers. FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Chief Executive Officer Mr. Fong Teck Kheong, who will receive no commission. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

Shares sold by the selling shareholders may limit the amount of proceeds raised in the primary offering

As the Company is only selling 3,000,000 of the 65,140,875 shares being registered in this offering, this may result in competition between the Company and the Selling Shareholders who may offer to the same investor groups. As such, it may limit the amount the Company is able to raise in the primary offering.

We will require additional funding to satisfy our future capital needs, and future financing strategies may adversely affect holders of our common stock.

Our operations will require significant additional funding due to the absence of any meaningful revenues in the near future. We do not know whether additional financing will be available to us on favorable terms or at all. To the extent we are successful in raising additional capital by issuing equity securities, our stockholders are likely to experience substantial dilution. Any additional equity securities we issue may have rights, preferences or privileges senior to those of existing holders of stock. To the extent that we raise additional funds through collaboration and licensing arrangements, we may be required to relinquish some rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. There can be no assurance that we will be able to obtain adequate capital funding in the future to continue operations and implement our strategy. As a result of these uncertainties, there is substantial doubt about our ability to continue as a going concern.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management may not apply the net proceeds from this offering in ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

We will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.

We will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We will also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and the OTC Markets. Our executive officers and other personnel will need to devote substantial time to these rules and regulations. These rules and regulations are expected to increase our legal and financial compliance costs and to make some other activities more time-consuming and costly. These rules and regulations may also make it difficult and expensive for us to obtain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers of the Company, which may adversely affect investor confidence and could cause our business or stock price to suffer.

We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

The estimated cost of this registration statement is $48,000. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 months will be approximately $35,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of operations for year ended July 31, 2020 and July 31, 2019

Revenues for the year ended July 31, 2020 and 2019

The Company generated revenue of $61,453 and $10,204 for the year ended July 31, 2020 and 2019. The revenue represented income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services.

Cost of Revenue and Gross Margin

For the year ended July 31, 2020 and 2019, cost incurred in providing corporate development advisory services is $38,865 and $0. The Company generates Gross profits of $22,588 and $10,204 for the year ended July 31, 2020 and 2019.

Selling and Marketing Expenses

Selling and distribution expenses for the year ended July 31, 2020 and 2019 amounted to $292,911 and $0 respectively. These expenses comprised expenses on website and website maintenance, marketing and networking event, and travelling expenses.

General and Administrative Expenses

General and administrative expenses for the year ended July 31, 2020 and 2019 amounted to $481,024 and $101 respectively. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Other operating expenses

Other operating expenses for the year ended July 31, 2020 and 2019 amounted to $72,004 and $39,949 respectively. These expenses derived from lease interest, depreciation, amortization and foreign exchange loss.

Other Income

The Company recorded an amount of $26,331 and $14,421 as other income for the year ended July 31, 2020 and 2019 respectively. This income is derived from the foreign exchange gain.

Net Loss and Net Loss Margin

The net loss for the year was $797,020, for the year ended July 31, 2020 as compared to $15,425 for the year ended July 31, 2019. The increase in net loss of $781,595 can be contributed to the substantial increase in general and administrative expenses incurred. Taking into the loss for the year ended July 31, 2020, the accumulated loss for the Company has increased from $15,425 to $812,445.

Liquidity and Capital Resources

As of July 31, 2020, we had cash and cash equivalents of $1,408,048 as compared to $2,291,534 for the year ended July 31, 2019. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the year ended July 31, 2020, we have met these requirements primarily from the receipt of subscription for private placement and share subscription from Initial Public Offering (IPO), which has yet to be allotted.

Cash Used In Operating Activities

For the year ended July 31, 2020 and 2019, net cash used in operating activities was $967,033 and $7,156. The cash used in operating activities was mainly for payment of general and administrative expenses.

Cash Provided In Financing Activities

For the period from November 5, 2018 (Date of Inception) to July 31, 2019, net cash provided by financing activities was 2,298,690 and was the result of monies collected from the sales of our common stock.

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

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

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

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

On April 1, 2019, the Company issued 30,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to H&D Holding Sdn Bhd, a company incorporated in Malaysia, for additional working capital of $3,000. The controlling shareholders of H&D Holding Sdn. Bhd are Fong Teck Kheong and How Kok Choong, each holding an equal percentage ownership.

From April 9, 2019 to April 16, 2019, the Company issued a total of 25,100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Junsei Ryu, Lee Chong Chow and Phoenix Plus Holding Sdn Bhd, for total additional working capital of $753,000. Shares were purchased from the aforementioned parties at $0.03 per share of common stock.

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

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

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

As of July 31, 2019, the Company had sold common stock amounting to a total of $2,496,500 but, as of July 31, 2019, only collected $2,298,690 of the proceeds from such sales. As of August 31, 2019, the remaining $197,810 have been collected by the Company.

The financing cash flow performance primarily reflects the issuance of private placement shares and IPO shares (yet to be allotted).

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Cash Used In Investing Activities

For the financial year ended July 31, 2020 and 2019, the net cash used in investing activities was $114,263 and $0. The investing cash flow performance primarily reflects the investment in other company.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Critical Accounting Policies and Estimates

Basis of presentation

The consolidated financial statements for Phoenix Plus Corp. and its subsidiaries for the year ended July 31, 2020 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Phoenix Plus Corp. and its wholly owned subsidiaries, Phoenix Plus Corp. and Phoenix Plus International Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted July 31 as its fiscal year end.

Basis of consolidation

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

Use of estimates

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

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.

Revenue recognition

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

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of technical consultancy on solar power system and consultancy on green energy solution.

Cost of revenue

Cost of revenue includes the cost of services in providing business mentoring, nurturing, incubating and corporate development advisory services.

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 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.

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.

Net income/(loss) per share

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

Foreign currencies translation

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

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

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. 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 year:

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.

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, 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:

Recent accounting pronouncements

FASB 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.

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.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements

Results of operations for the three month ended October 31, 2020 and 2019

Revenues

For the three months ended October 31, 2020 and 2019, the Company has generated revenue of $14,193 and $15,306 respectively. The revenue represented income from consultancy services provided to our customers on engineering, equipment procurement and transportation, and construction on solar plant.

Cost of Revenue and Gross Margin

For the three months ended October 31, 2020 and 2019, cost incurred arise in providing consultancy services are $9,067 and $836 respectively. The company generates a gross profit for the three months ended October 31, 2020 and 2019 of $5,126 and $14,470.

Selling and marketing expenses

For the three months ended October 31, 2020 and 2019, we had incurred selling and marketing expenses in the amount of $5,625 and $144,038. These expenses comprised of marketing events and conference to promote the company in Malaysia.

General and administrative expenses

For the three months ended October 31, 2020 and 2019, we had incurred general and administrative expenses in the amount of $56,400 and $147,778. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.

Other Income

The Company recorded an amount of $21,558 and $3,021 as other income for the three months ended October 31, 2020 and 2019. This income is derived from the interest income and foreign exchange gain.

Net Loss

Our net loss for three months ended October 31, 2020 and 2019 were $35,341 and $274,325. The net loss mainly derived from the general and administrative, and selling and marketing expenses incurred.

Liquidity and Capital Resources

As of October 31, 2020, and 2019, we had cash and cash equivalents of $1,512,319 and $2,104,417. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the three months ended October 31, 2020, we have met these requirements primarily from the receipt of subscription for private placement shares.

Cash Used In Operating Activities

For the three months ended October 31, 2020 and 2019, net cash generate from/ (used in) operating activities was $104,271 and $(270,664). The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses.

Cash Provided By Financing Activities

For the three months ended October 31, 2020 and 2019, net cash provided by financing activities was $0 and $197,810. The financing cash flow performance primarily reflects sale of common stock and collection of subscription receivables.

Cash Used In Investing Activities

For the three months ended October 31, 2020 and 2019, the net cash used in investing activities was $0and $114,263. The cash used in investing activities was primarily due to renovation expenses related to a leased office space and office equipment.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of October 31, 2020.

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

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $1.00. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $3,000,000 as anticipated.

If 3,000,000 shares (100%) are sold:

Next 12 months

If 2,250,000 shares (75%) are sold:

Next 12 months

If 1,500,000 shares (50%) are sold:

Next 12 months

If 750,000 shares (25%) are sold:

Next 12 months

The above figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests.

The Company estimates the costs of this offering at about $48,000. All expenses incurred in this offering are being paid for by the Company. The Company will utilize existing cash to pay for any offering expenses and does not intend to use any monies from offering proceeds to fund the offering.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCQB concurrently with the filing of this prospectus. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.

DILUTION

The price of the current offering is fixed at $1.00 per share.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

The following table illustrates the dilution to the purchasers of the common stock in this offering.

Note: “Net increase to original shareholder” below is based upon a par value of $0.0001.

Net Value Calculation

If 100% of the shares in the offering are sold

Net Value Calculation

If 75% of the shares in the offering are sold

Net Value Calculation

If 50% of the shares in the offering are sold

Net Value Calculation

If 25% of the shares in the offering are sold

OUR BUSINESS

Industry Overview

This section includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

Solar Energy Industry -Asia region

As the largest shareholder of market value for Global Solar PV module market, the Asia pacific region dominated the industry in 2017. The industry is projected to grow at CAGR of 27.86% during the forecast period 2019-2020. ^[1] The growth of the solar energy industry is mainly affected by government regulations and rising cost of fossil fuels resulting in a higher demand for solar panels, especially for countries like Japan and China. ^[2]

On the other hand, the South East Asia region has shown a rise in the consumption of solar energy. In Vietnam, government incentives introduced in 2017 have successfully attracted 20 GW of large-scale solar developments in the pipeline, matched by a wind pipeline of another 20 GW^[3]. For perspective, installed power-generation capacity in Vietnam currently amounts to around 42 GW. The conditions for solar energy are also favorable in Southeast Asia with average irradiation of 17.2 MJ/sqm/day versus 16.2 MJ/sqm/day in China ^[4]. Larger projects to attract major investors and partnership with international players to support infrastructure development could be one of the ways to expand the solar energy industry. Foreign investors such as Green Investment Group and Ayala are becoming increasingly active in India and Southeast Asia.

According to GlobalData, the declining prices of photovoltaic modules and other auxiliary technologies, such as inverters, has translated into lower project costs therefore benefiting project developers and enabling proliferation within price sensitive markets. The declining price trend will be critical in driving the global market value down to $23.7 billion in 2022. However, the various levels of economic progress exhibited by countries within APAC will help sustain the market for photovoltaic modules, despite a dip in the Fongese market. China, the largest market for solar photovoltaic, is likely to see a decline in its market value, at a negative CAGR of 14.8% over the forecast period. ^[5]

China has been a major factor in increasing demand and consumption of solar energy. According to the “13th Five-Year Plan for Solar Energy Development” issued by the National Energy Administration (NEA) at the end of 2016, the installed capacity of photovoltaic power generation was planned to reach 105GW by 2020. However, the target had been exceeded by the end of 2017 due to China installing 130.8GW at that time. For this reason, the National Energy Administration (NEA) issued “Guidelines for the Implementation of the 13th Five-Year Plan for the Development of Renewable Energy” in 2017 and stated a 130 GW target for cumulative grid-connected PV utility plants capacity target by 2020. Such target has not yet been calculated for distributed PV, poverty alleviation solar, and the Top Runner Program projects.^[6]

Solar Energy Industry – Malaysia

The Ministry of Energy, Science, Technology, Environment and Climate Change ( MESTECC) has set an ambitious goal to generate 20% of the country’s electricity by using renewable source by 2030, which is an increase of 18% on the current state^[7]. The government will also continue to promote the generation of solar energy through large scale solar power projects and net energy metering. The Net Energy Metering Programme (NEM) was introduced last October where energy produced from solar Photovoltaic (PV) will be consumed first and excess exported to Tenaga Nasional Bhd (TNB) on a “one-on-one” offset basis. The programme has seen positive growth since its introduction in October last year, with 38 megawatts (MW) taken up out of the 500 MW allocated for the programme ^[8]. The Large-Scale Solar initiative to increase renewable energy in electricity supply through the implementation of large-scale renewable energy projects with competitive tariff rates ^[9].

Aside from the implementation of NEM, the government has also decided to improve and expand Supply Agreement for Renewable Energy (SARE) programme to allow consumers to install solar panels in their homes under a solar leasing concept. Under solar leasing, individuals need not come out with any initial cost for installing solar panels but pay a lease as TNB Renewables Sdn Bhd’s unit - GSPARX Sdn Bhd will bear the cost for purchasing and installing solar PVs. TNB, through its unit, will be offering financing self-generation packages for solar PV panels for residential customers by yearend as the demand for green energy climbs ^[10].

Malaysia is a country that is filled with potential in leading the solar energy industry as one of the advantageous values is due to its location in the equatorial zone. Malaysia also boasts a natural tropical climate with average daily solar radiation of 4500 kWh m–2 and abundant sunshine for about 12 hours a day. The solar radiation is about 1700kWh/m2 on half of Malaysia and an annual radiation of 1643 kWh/m2 ^[11] on average. In addition, Malaysia has huge potential in harnessing solar power via rooftop PV systems. There are 4.12 million buildings with solar rooftop potential in the peninsula. If all these buildings are fitted with solar photovoltaic (PV) systems, it can generate 34,194 megawatt (MW) of electricity at any one time which potentially produces more than the total electricity generated in Malaysia which is 24,000 MW. ^[12]

Additionally, based on Minister of MESTECC, a new roadmap known as the Renewable Energy Transition Roadmap (RETR) 2035 is currently being developed to explore the possible strategies and action plan to realize the government’s target of 20% RE in the national power mix by 2025. The roadmap will also explore the cost benefits and effectiveness of establishing a mandatory REC market. The strategies include peer-to-peer energy trading where the solar prosumers can sell their excess electricity to consumers, enabling those who have rooftop constraints to enjoy the NEM. It also includes providing the option where consumers can purchase 100 per cent RE electricity from power utility companies. ^[13]

Some industry participants say the push for solar PV will also provide a boost to the solar PV panel industry. Malaysia is one of the largest solar panel producing countries. However, some local companies have been impacted due to safeguard tariffs imposed by the US and India on the import of solar cells and modules from Malaysia. It has been reported that Malaysia’s solar industry will be hit by another blow after India became the second country to impose safeguard duties on solar panel imports after a 30% tariff imposed by the United States. ^[14]

Solar Energy Industry – Hong Kong

Climate change is a global challenge. Promotion of renewable energy (RE) will help reduce carbon emissions as well as improve air quality. While Hong Kong does not have favourable conditions for large-scale commercialised RE generation, the HK government will apply RE on a wider and larger scale in the immediate years ahead based on mature and commercially available technologies with the public sector taking the lead. The government will also create the conditions to facilitate the private sector adopting RE. Based on currently mature and commercially available technologies, it is estimated that Hong Kong has about 3-4% of realisable RE potentials arising from wind, solar and waste-to-energy (WTE) that can be exploited between now and 2030. ^[15]

Over the years, Drainage Services Department has endeavoured to make full utilisation of the open space in sewage treatment works and pumping stations to capture more solar energy. The largest photovoltaic system in Hong Kong was installed and commissioned in Siu Ho Wan Sewage Treatment Works on 9 December 2016. The solar farm comprises over 4,200 numbers of polycrystalline photovoltaic panels with an installed generation capacity of 1,100 kilowatts, which accounts for about 20 percent of the current annual electricity of the Siu Ho Wan Sewage Treatment Works Together with over 30 other photovoltaic systems in DSD’s venues, the total installed generation capacity is around 1,400 kilowatts.^[16]

Hong Kong consumes an enormous amount of electricity, with the majority generated from coal and nuclear sources, and less than 1% contributed by renewable means. Given that 97% of the city’s carbon dioxide emissions are the result of electricity generation, there’s an urgent need to search for alternate source of energy to produce electricity. Hong Kong is highly suitable for solar energy as the potential the potential annual solar energy output can reach 4,674Gwh or 10.7% of Hong Kong’s energy consumption from the 233,000 buildings that are suitable to install solar photovoltaic panels resulting a reduce in greenhouse gas emissions by three million tonnes. However, costs of purchasing and installing solar photovoltaic systems in all local suitable rooftop areas are very high, amounting to HK$30 billion, which is three to four times higher than in mainland China.^[17].

More than half of the Hongkongers are willing to accept a 5% increase on electricity bills to support the renewable energy^[18]. With that, the government of Hong Kong has come up with the Feed-in tariff (FIT) schemes to boost the development of small solar PV systems, and kick start a new market. Investors who install PV or wind energy systems will receive a stable tariff until the end of 2033. Tariffs will be reviewed annually, meanwhile, in order that those for new installs remain in line with technology costs^[19].

To alleviate the costs the FIT scheme will have on electricity consumers, the province has also introduced Renewable Energy Certificates, which will be sold by the two power utilities for units of electricity generated by renewable energies^[19]. Government of Hong Kong expect that society in general that leading companies and organizations take initiatives to purchase the RE Certificates to show that they take care of the environment which result an increasing pressure for them to demonstrate through company reports. The current cost of electricity to consumers is HK$1.10 per kilowatt hour which is lower than the feed-in tariff that should be setting at a minimum rate of HK$4 per unit for at least eight to 10 years for suppliers to recoup the cost of installing solar panels and passively generate income by selling back to the grid ^[20].

However, there are some other challenges that is faced such as government should provide expert knowledge and information about solar panels available in the market. This technical support has always been insufficient. No one has ever told which solar panel is good or whether it is reasonably priced or if certain panels have defects. Moreover, government should also relax a regulation which restricts village house owners to use no more than half of the rooftop area for solar panels installation. The current restriction reduces the potential economic benefits for power energy producers. ^[21]

References

^[1] Asia-Pacific Solar Energy Panel Market Overview - https://www.alliedmarketresearch.com/apac-solar-energy-panel-market

^[2] The Solar Panel Recycling Market in Asia-Pacific is Forecast to Witness a CAGR of 27.86% During 2019-2024 - https://www.globenewswire.com/news-release/2019/06/21/1872326/0/en/The-Solar-Panel-Recycling-Market-in-Asia-Pacific-is-Forecast-to-Witness-a-CAGR-of-27-86-During-2019-2024.html

^[3] South East Asia on the Cusp of a Solar Boom in 2019 -https://www.rolandberger.com/en/Publications/Solar-energy-in-Asia-why-investments-are-lucrative-now.html

^[4] Solar Energy in Asia: Why Investments are Lucrative Now- https://www.rolandberger.com/en/Publications/Solar-energy-in-Asia-why-investments-are-lucrative-now.html

^[5] Asia-Pacific will lead global solar PV market -https://www.openaccessgovernment.org/asia-pacific-solar-pvmarket/56651/

^[6] Global Market Outlook For Solar Power 2018 - 2022 - http://www.solarpowereurope.org/wp-content/uploads/2018/09/Global-Market-Outlook-2018-2022.pdf

^[7] Here Comes the Sun: Development of the Solar Energy Industry in Malaysia - https://www.christopherleeong.com/media/3168/2019-01_development_of_the_solar_energy_industry_in_malaysia2.pdf

^[8] Minister: Govt hopes to boost renewable energy growth with net metering programme - https://www.malaymail.com/news/malaysia/2019/03/19/minister-govt-hopes-to-boost-renewable-energy-growth-with-net-metering-prog/1734284

^[9] Future lies with renewable energy - https://www.nst.com.my/news/nation/2019/05/485777/future-lies-renewable-energy

^[10] Clearly on the green track - http://www.mida.gov.my/home/7616/news/clearly-on-the-green-track/

^[11] Evaluation of Solar Energy Potential in Malaysia - https://scialert.net/fulltext/?doi=tb.2016.35.43#84427_an

^[12] Malaysia can generate more electricity if all roofs use solar panels, says Yeo - https://www.thestar.com.my/news/nation/2019/05/14/malaysia-can-generate-more-electricity-if-all-roofs-use-solar-panels-says-yeo

^[13] Minister: Govt hopes to boost renewable energy growth with net metering programme - https://www.malaymail.com/news/malaysia/2019/03/19/minister-govt-hopes-to-boost-renewable-energy-growth-with-net-metering-prog/1734284

^[14] Clearly on the green track - http://www.mida.gov.my/home/7616/news/clearly-on-the-green-track/

^[15] Renewable Energy - https://www.gov.hk/en/residents/environment/energy/renewableenergy.htm

^[16] Renewable Energy - https://www.dsd.gov.hk/EN/Sewerage/Environmental_Consideration/Renewable_Energy/index.html

^[17] Potentials of generating clean solar energy in Hong Kong -https://www.polyu.edu.hk/cpa/excel/en/201703/viewpoint/v1/index.html

^[18] ‘More than half’ of Hongkongers can accept 5 per cent rise in power bills to support renewable energy - https://www.scmp.com/news/hong-kong/health-environment/article/2130736/more-half-hongkongers-open-5-cent-rise-power-bills

^[19]Hong Kong kicks off solar FIT scheme - https://www.pv-magazine.com/2018/08/09/hong-kong-kicks-off-solar-fit-scheme/

^[20]Hong Kong villagers using solar energy to help power their homes - and show its potential as a source of electricity for city - https://www.scmp.com/lifestyle/article/2102674/hong-kong-villagers-using-solar-energy-help-power-their-homes-and-show-its

^[21] A bright future? Why solar energy in Hong Kong still has a long way to go - https://www.hongkongfp.com/2018/12/25/bright-future-solar-energy-hong-kong-still-long-way-go/

Our Operations

Our Corporate Structure

We conduct our operations through our wholly owned subsidiaries. The following illustrates our corporate structure.

Note: The purpose of the Company’s Labuan, Malaysia subsidiary structure is for the Labuan, Malaysia subsidiary to act as a holding company. At the present time, we do not have definitive plans for which markets we will be expanding to, but we will utilize this subsidiary to prepare for future expansion efforts. The purpose of the Hong Kong Company is to function as the current regional hub, carrying out the majority of physical operations, of the Company.

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

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

In connection with the installation side of our business, we intend to offer solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network (utility companies in the geographic areas in which we will operate) and end user environments (customers such as owners of commercial properties as well as both single and multi-residential property owners or managers). We also intend to provide services related to the installation and maintenance of these solar power products. Our initial solar installation sales efforts will be focused on residential and commercial applications. We currently do not have any formal agreements in place with a manufacturer or supplier of solar power products at this point in time, although we may evaluate the possibility of doing so in the future.

The development and maintenance of solar parks requires a significant level of expertise and capital, which we currently do not possess. We plan to obtain the expertise, either internally or through outsourcing, as well as obtain the capital necessary to complete solar park projects, although there is no guarantee that we will be able to acquire such expertise or capital. If we are unable to acquire or develop such expertise or capital, we will not be able to develop our planned solar park business and may be required to cease operations. At this point in time, due to the COVID-19 outbreak which has brought significant impact to the selling of offering shares and operation of the company, we decided not to proceed of the development of the solar park as fund raise from selling of offering is significantly lower than expected due to the coronavirus outbreak.

We may also evaluate the possibility of achieving some of our company goals through the acquisition of companies and/or assets in the solar sector, in areas related to end user systems, installation and operations as well as related expertise. Currently, we do not have any definitive plans for such acquisitions.

Solar Power System Design and Installation

We intend to provide marketing, sales, design, construction, installation, maintenance, support and related solar power system services to residential and commercial customers in Malaysia, with an initial focus on Sabah. We will evaluate the possibility of expanding our target location as operations progress. We intend to provide our customers with a single point of contact for their system design, engineering work, building permit, rebate approval, utility hookup and subsequent maintenance.

We will concentrate on the design and integration of grid-tied solar power systems. These systems are electrically connected to the utility grid so that excess energy produced during the day flows backwards through the utility’s electric meter, running the electric meter backwards. The meter will run backwards when the power produced by the solar system is greater than the power needs of the building. During the evenings or on cloudy days, energy is drawn from the grid normally and the meter runs forwards. Most utilities serving the areas in which we intend to install systems allow for “net metering”. Customers on net metering only pay for the net amount of energy they consume during the year, essentially getting full retail credit for the energy they transmit back onto the utility grid during the day.

Our Chief Technology Officer intends to hire and oversee a team of skilled laborers who will install solar products for our clients. Under the leadership of our Chief Technology Officer, we intend to hire the aforementioned laborers to fulfill the contract we have entered into with WWB Corporation, a subsidiary of Abalance Corporation, a company listed on the Tokyo stock exchange, Japan.

Our Strategy

In connection with our installation business, we will concentrate on serving the solar power needs of residential and small commercial customers tied to the electric power grid. We believe the solar power industry is at an early stage of its growth and is highly fragmented with many smaller companies. The prospects for long-term worldwide demand for solar power have attracted a multitude of design/integration companies in our market segment. We expect there to be consolidation in the design/integration segment of the industry based mostly on branding, development of new technology and business process improvements. Our principal objective in our solar park development business is to be the leader in the design, development and installation of solar parks

Accordingly, our growth strategy primarily includes:

We intend to promote our building-integrated PV products through a series of focused marketing channels that include trade publications, attendance at key industry trade shows, direct mail campaigns, on-line advertising, and relationship marketing. Our marketing remains in the planning stages, and we cannot identify specifically how or where we will begin advertising at this point in time aside from that our officers and directors may leverage existing personal relationships to garner up new business, and potential new clients. It should be noted the Company had had a “meet and greet” whereas potential clientele, known by our officers and directors, were invited to the Company’s office and pitched our current and future prospective services. Over 50 participants had taken part in the event. The event was promoted by our Chief Executive Office, Mr. Fong, through the Facebook page of Phoenix Plus Properties, which is a Company that he had founded in 2015 and continues to operate today. A video of part of the promotional event can be found here:

https://www.facebook.com/phoenixplusproperties/videos/2339658869422679/?v=2339658869422679

Competition

The market for solar power products is competitive and continually evolving. We expect to face increased competition, which may result in our inability to develop revenue. We will compete with companies such as BP Solar, Evergreen Solar, Mitsubishi, Q-Cells, Sanyo and Sharp. Many of our competitors have established a stronger market position than ours and have larger resources and recognition than we have. In addition, the solar power market in general competes with other sources of renewable energy and conventional power generation.

We believe that the key competitive factors in the market for solar cells and solar panels include:

We may also face competition from some of our customers who may develop products or technologies internally which are competitive with our products, or who may enter into strategic relationships with or acquire existing solar power product providers.

Major Contracts

On June 24, 2019, we, through our subsidiary Phoenix Plus International Limited, entered into an agreement with Rooframes Metal Tech Sdn Bhd, herein referred to as “Rooframes”, whereas we are to provide services to Rooframes which include, but are not limited to, site survey(s) and technical consultation regarding solar energy solutions for green energy. We began generating revenue in July of 2019, and as of October 31, 2019 we have generated revenue in the amount of HKD 200,000 from the aforementioned contract. Our total revenue that will be generated over the life of this contract, which is tentatively scheduled to end in June of 2020, will be HKD 670,000.

On October 2, 2019, we entered into a collaboration agreement with WWB Corporation, a subsidiary of Abalance Corporation, a company listed on the Tokyo stock exchange, Japan. The contract pertains to solar energy development for a solar park project in Sabah, Malaysia. The agreement does not have definitive timelines, specific services/business activities, or terms of payment. Both parties will, at an undefined date in the future, supplement the initial agreement with finalized terms at a point in time when the Company has sufficient staff/capabilities to carry out the proposed services which may include, but not be limited to, the operations described above. Due to the COVID-19 outbreak, this project will be on hold as we face difficulty selling share offering to carry on the project under COVID-19 outbreak circumstance.

Environmental Regulations

We are subject to a variety of foreign, federal, state and local governmental laws and regulations related to the purchase, storage, use and disposal of hazardous materials. If we fail to comply with present or future environmental laws and regulations, we could be subject to fines, suspension of production or a cessation of operations. In addition, under some foreign, federal, state and local statutes and regulations, a governmental agency may seek recovery and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the operator was not responsible for the release or otherwise was not at fault.

We believe that we will apply for and receive all environmental permits necessary to conduct our business. We are not aware of any pending or threatened environmental investigation, proceeding or action by foreign, federal, state or local agencies, or third parties involving our current facilities. Any failure by us to control the use of or to restrict adequately the discharge of, hazardous substances could subject us to substantial financial liabilities, operational interruptions and adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.

We have listed the primary, but not necessarily only, rules and regulations that we believe apply to our business below:

Malaysia

(1) Renewable Energy Act 2011 (“REA”)

The REA is the main legislation which provides the legal framework for RE in Malaysia, particularly for the establishment and implementation of FiT to catalyze the generation of RE including solar PV.

(2) Subsidiary Legislations and Guidelines

In addition to the REA, there are subsidiary rules, regulations and guidelines administered by SEDA pursuant to the REA such as the Renewable Energy (Feed-in Approval and Feed-in Tariff Rate) Rules 2011 and the FiT Guidelines which generally support the RE legal framework through the implementation of the FiT.

(3) Sustainable Energy Development Authority (“SEDA”)

KeTTHA is the ministry with the principal functions of formulating and planning policy, programs and activities related to the development, management and promotion of energy efficiency, including the solar energy system.

SEDA is a statutory body under the purview of KeTTHA which is responsible in steering and promoting the development of the sustainable energy. SEDA is established under the Sustainable Energy Development Authority Act 2011 with the key role of administering and managing the implementation of the Feed-in Tariff mechanism (“FIT”) which is mandated under the Renewable Energy Act 2011. SEDA’s core responsibilities are not limited to RE only but includes promoting the use of energy efficient technologies and approaches to reduce energy consumption.

Hong Kong

(1) Scheme of Control Agreement (SCAs)

Under the SCAs, the government will introduce feed-in-tariff to encourage the private sector and the community to consider investing in distributed renewable energy including the solar energy.

(2) Energy Efficiency (Labelling of Products) Ordinance, CAP. 598

An Ordinance to require the provision by suppliers of information, etc. relating to specified energy-using products and the display of energy labels on such products.

(3) Electrical and Mechanical Services Department (EMSD)

EMSD is a regulatory body under the Development Bureau of the Government of Hong Kong to regulate energy-related affairs, including the solar energy system. It can assist the public to better understand the issues related to solar PV system installation and the feed-in-tariff application procedures, and worked with Environment Bureau (ENB), Lands Department (LandsD), Planning Department (PlanD), Buildings Department (BD) and Fire Services Department (FSD) to develop the “Guidance Notes for Solar Photovoltaic (PV) Systems Installation”.

Employees

As of July 31, 2019, we have two employees, our CEO and CTO. Currently, all of our employees, Officers and/or Directors have the flexibility to work on our business up to 30 hours per week, but are prepared to devote more time if necessary. As our business and operations increase, we plan to hire full time employee in business development, supplier relations as well as sales, marketing and general and administrative functions. We intend to begin hiring sales personnel and administrative staff during the initial months of 2020. We also intend to hire skilled laborers for installation of solar panels and related components. The number of laborers we will need to hire remains under consideration, but we have tentative plans to hire up between two hundred and two hundred fifty laborers. We do not presently have plans regarding whether these employees will be full time, part time, hired on a need be basis, or what benefits these employees may have. The ability to generate revenue is contingent upon customer interest as well as the timing relating to our ability to sell solar panels.

Properties

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 2/137B, Batu 5, Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia which completed renovation in September 2019.

The office space is 12,000 square feet and to date we have 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 twelve-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 has renewed the tenancy for another 12 months period at a rental subject to mutual agreement with the landlord.

Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

HOW WE PLAN TO DISTRIBUTE OUR SHARES

We have 331,917,500 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering for resale 62,140,875 shares of our common stock held by existing shareholders at a fixed price of $1.00 per share for the duration of the offering. The Company is also registering an additional 3,000,000 shares of its common stock for sale at the fixed price of $1.00 per share for the duration of the offering.

There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, Fong Teck Kheong will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Fong Teck Kheong is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Fong Teck Kheong will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Fong Teck Kheong is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Fong Teck Kheong will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Fong Teck Kheong will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 3,000,000 shares being offered on behalf of the Company itself. The proceeds from the 62,140,875 shares held by shareholders, if sold, will not go to the Company, but will go to the shareholders directly. The price per share is fixed at $1.00 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company and selling shareholders must be made at the fixed price of $1.00 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $1.00 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than, about, $48,000. At this time the Company only has plans to sell to non U.S. citizens outside of the United States.

Procedures for Subscribing (Shares offered by us, “The Company”)

If you decide to subscribe for any shares in this offering that are offered by us, “The Company”, you must

- Execute and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be either made payable to (i) “Phoenix Plus Corp.”, (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions (Shares offered by us, “The Company”)

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

In Regards to Shares sold by the Selling Shareholders

The selling shareholders are deemed to be underwriters of this offering. Any selling shareholder named herein is responsible, prior to reselling any shares registered herein that they may own, the Company’s prospectus.

A final summary prospectus, or statutory prospectus, must and will be delivered, at no cost, by any selling shareholder named herein to any potential purchaser of shares no later than upon receiving payment from the purchasing party for such shares. The prospectus must and will be provided to any beneficial owner to whom a prospectus is delivered, and a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus or contained in the registration statement, but not delivered within the prospectus itself, must and will be included.

If you decide to subscribe for any shares in this offering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser”, of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholders will be responsible for following any applicable laws or regulations in regards to the sale(s) of their own shares of common stock.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of 62,140,875 shares of our common stock.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of January 8, 2020 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

(1) Mr. Fong is our Director and Chief Executive Officer, President, Secretary and Treasurer. Mr. Fong owns the 120,000,000 shares personally and beneficially.

(2) The controlling shareholders of H&D Holding Sdn. Bhd are Mr. Fong and How Kok Choong. Each party holds an equal controlling interest of H&D Holding Sdn. Bhd.

(3) Fong Teck Fah is a family member of Mr. Fong

OUR MANAGEMENT

The following table sets forth information about our directors and our executive officers at the date of this prospectus:

Our stockholders elect our directors. Our directors serve terms of one year and are generally elected at each annual stockholders’ meeting; provided, that there is no assurance we will hold a stockholders’ meeting annually. Each director will remain in office until his successor is elected. We do not have independent directors using the definition of independence contained in the NASDAQ listing rules. Our executive officers are elected by the board of directors and their terms of office are at the discretion of the board of directors, subject to terms and conditions of their respective employment agreements, if any. We have the authority under Nevada law and our bylaws to indemnify our directors and officers against certain liabilities. We have been informed by the U.S. Securities and Exchange Commission that indemnification against violations of federal securities law is against public policy and therefore unenforceable.

Management Biographies

Fong Teck Kheong is our Director, President, Chief Executive Officer, Secretary and Treasurer. Mr Fong started off his career as a trader in 1989. In 1992, he then joined Juara Konsep Marketing Sdn. Bhd, as a marketing manager to manage and market the products and services of the company. In 1998, Mr Fong resigned from Juana Konsep Marketing Sdn. Bhd and started his own cookware and healthcare equipment trading business, Phoenix Century Enterprise, and remained with the company until his resignation in 2007. Also in 1998, he also established, and remains with to this day, Multi Mutual Charity Association, a Non-Profit Organization (NGO) that provides daily necessities for monthly aid distribution to women and children. The association supported more than 500 hundred single mother family during the period from 1998 to 2012. Mr Fong was awarded The Outstanding Young Malaysia Award for his contribution to children, world peace and human rights in 2007. In 2015, Mr. Fong founded Phoenix Plus Properties Sdn Bhd, formerly known as Googoplex Sk Sdn Bhd, with full swing involve in the real estate business. The company’s business plan involves project sales and sub sales, and has since accumulated turnover of up to RM260 millions. He has been the Managing Director of the company from 2015 to present.

Kong Kok King is our Chief Technology Officer. Mr. Kong Kok King graduated from Multimedia University, Malaysia in 1998 with a Degree in Engineering (Hons) Electronic and Electrical. In 2004, he graduated from Tokyo University Graduate School of Information Science & Technology with a Master’s Degree in Information and Communication Engineering. In 2007, he founded and remains with today, EcoSensa Technologies Sdn Bhd, a company focused on ecosystem sensor technologies such as RFID, Industrial 4.0 automation, Internet of Things (IoT) and smart cities. In 2015, he was appointed as the director of MAQO Technologies (M) Sdn Bhd and MAQO Engineering Sdn Bhd ( hereafter referred as “MAQO Group”), which focuses on providing solar energy products, installation services and solutions to both residential and commercial properties in Malaysia. MAQO Group is also engaged in providing Renewable Energy solutions, turnkey project management and EPCC (Engineering, Procurement, Construction, Commissioning) services to Large Scale Solar Farm and Commercial & Industrial Roof Top Projects. He remains as a Director of both companies to this day. In 2017, he was appointed as the Vice President of Malaysian Photovoltaic Industry Association (MPIA), a position he held until his resignation in 2018. The Malaysian Photovoltaic Industry Association is a non-profit organization representing the Malaysian solar industry dedicated to the promotion of solar energy. From 2019 to present, he has held the position of Director of Hager + Elsaesser Sdn Bhd (HESB), a subsidiary of Hager + Elsässer (H+E GmbH, Germany), an advanced technology and processes provider for holistic water management, specializing in industrial process water treatment and wastewater treatment.

Corporate Governance

We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, our Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year July 31, 2020, for services rendered in all capacities to us.

Summary Compensation Table:

Narrative Disclosure to Summary Compensation Table

We have not paid any bonuses or made any stock awards or option awards or granted any non-equity incentive compensation or non-qualified deferred compensation or any other compensation. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Employment Agreements

We do not have an employment or consulting agreement with any officers or Directors.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Our principal stockholders are set forth in the following table. These principal stockholders include:

We believe each of these persons has sole voting and investment power over the shares they own, unless otherwise noted.

(1) Mr. Fong owns 120,000,000 shares legally and beneficially and is selling 12,000,000 shares pursuant to this prospectus. Phoenix Plus Holding Sdn Bhd., which is 100% owned by Mr. Fong, owns 10,100,00 shares. H&D Holding Sdn Bhd, which is 50% owned by Mr. Fong, owns 22,500,000 shares and is selling 11,250,000 shares pursuant to this prospectus.

(2) Mr. How is a controlling shareholder of Agape ATP Corporation, which owns 15,000,000 and owns 50% of the issued and outstanding shares of H&D Holding Sdn Bhd, therefore, the table above includes the share ownership of Agape ATP Corporation and H&D Holding Sdn Bhd with Mr. How Kok Choong collectively, in the row of Mr. How.

(3) Assumes 331,917,500 shares issued and outstanding (before the offering made by this prospectus) and we do not sell any of the 3,000,000 shares we are offering for sale pursuant to this prospectus and Mr. Fong and Phoenix Plus Holding Sdn Bhd sell all of the shares they are offering pursuant to this prospectus.

DESCRIPTION OF SECURITIES

We have authorized capital stock consisting of 1,000,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing we have 331,917,500 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

At this time, we have no preferred stock issued and outstanding. Preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, conversion rights, cumulative, relative, participating, optional, and other right, the qualification, limitations or restrictions thereof, of the Preferred shall hereinafter by prescribed by resolution of the board of directors.

Options and Warrants

None.

Convertible Notes

None.

Dividend Policy

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Transfer Agent

The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)828-843.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

On April 1, 2019, the Company issued 30,000,000 shares of restricted common stock, with a par value of $0.0001 per share, to H&D Holding Sdn Bhd, a company incorporated in Malaysia, for additional working capital of $3,000. The controlling shareholders of H&D Holding Sdn. Bhd are Fong Teck Kheong and How Kok Choong, each holding an equal percentage ownership.

On June 1, 2019, Mr. Kong Kok King was appointed Chief Technology Officer of the Company.

On July 25, 2019, Phoenix Plus Corp., the Malaysia Company, acquired Phoenix Plus International Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong, from Mr. Fong Teck Kheong, our Officer and Director in consideration of HK$1.

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 

Our Chief Executive Officer Mr. Fong Teck Kheong founded and continues to operate Phoenix Plus Properties Sdn Bhd. From time to time Mr. Fong, through his involvement with Phoenix Plus Properties Sdn Bhd, may promote, and/or advertise, business activities of Phoenix Plux Corp., or any of its subsidiaries.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Carl Ranno Esq. of Phoenix, Arizona 85032.

EXPERTS

The financial statements included in this prospectus and the registration statement have been audited by Total Asia Associates PLT, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.