PXPC / Phoenix Plus Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Phoenix Plus Corp.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1785493
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Phoenix Plus Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 21, 2025 EX-3.1

EX-3.1

Exhibit 3.1

August 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Phoenix Plus Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State or other jurisdiction of incorporation) (Commission File

August 21, 2025 EX-99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of Phoenix Plus Corp. (the “Company,” “PXPC,” “we,” or “our”). The unaudited proforma condensed consolidated financial information has been prepared to illust

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Phoenix Plus Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State or other jurisdiction of incorporation) (Commission File N

August 8, 2025 EX-10.1

AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of August 5, 2025, by and among Phoenix Plus Corp.. a Nevada corporation (“Parent”), Rhino Merger Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), Rhino Digital Inc., a Nevada corporation (the “Company”), and solely with respect

July 18, 2025 EX-10.1

Dated July 15, 2025 SOFTWARE PURCHASE AGREEMENT SUNRAY EQUITY GROUP LIMITED (Registration No. 2181544) (THE “SELLER”) PHOENIX PLUS CORP (ENTITY No. E0517742018-6) (THE “PURCHASER”)

Exhibit 10.1 Dated July 15, 2025 SOFTWARE PURCHASE AGREEMENT AMONG SUNRAY EQUITY GROUP LIMITED (Registration No. 2181544) (THE “SELLER”) AND PHOENIX PLUS CORP (ENTITY No. E0517742018-6) (THE “PURCHASER”) TABLE OF CONTENTS CONTENTS PAGE 1. Definitions and Interpretation 1 2. SALE AND PURCHASE OF SOFTWARE 4 3. PURCHASE CONSIDERATION OF SOFTWARE 5 4. COMPLETION OF SALE AND PURCHASE OF SOFTWARE 6 5. R

July 18, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 18, 2025 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer Id

June 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2025 PHOENIX PLUS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2025 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer Id

June 30, 2025 EX-3.1

EX-3.1

Exhibit 3.1

June 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (

May 27, 2025 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary information statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-6(d)(2)) ☒ Definitive information statement PHOENIX PLUS CORP. (Name of Registra

May 15, 2025 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-6(d)(2)) ☐ Definitive information statement PHOENIX PLUS CORP. (Name of Registra

March 10, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2025 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

March 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2025 PHOENIX PLUS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2025 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer Id

March 7, 2025 EX-99.1

Exhibit 99.1

Exhibit 99.1

December 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

November 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended July 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (Exact nam

October 28, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-233778 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-233778 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 21, 2024 PHOENIX PLUS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 21, 2024 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer

June 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (

June 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 30, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

May 22, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number. 333-233778

May 22, 2024 EX-3.2

EX-3.2

Exhibit 3.2

May 22, 2024 EX-3.1

Article of Incorporation

Exhibit 3.1

May 21, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number. 333-233778

March 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

December 18, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 18, 2023 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employe

December 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

October 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (Exact nam

June 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (

April 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 5, 2023 PHOENIX PLUS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 5, 2023 PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer Id

March 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

March 2, 2023 EX-10.2

Resignation letter by Mr. Fong Teck Kheong

Exhibit 10.2

March 2, 2023 EX-10.1

Employment Agreement Chief Executive Officer, dated February 28, 2023.

Exhibit 10.1

March 2, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 1, 2023 PHOENIX PLUS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer Id

January 12, 2023 EX-10.1

Employment Agreement for Executive Director, dated January 8, 2023.

EX-10.1 2 ex10-1.htm Exhibit 10.1 Dated the 8 day of JANUARY 2023 PHOENIX PLUS CORP and LEE CHONG CHOW EMPLOYMENT AGREEMENT FOR EXECUTIVE DIRECTOR THIS AGREEMENT is made on the 8 day of January 2023. BETWEEN: (1) PHOENIX PLUS CORP., a company incorporated in Nevada with limited liability with registered office at 2-3 &2-5, Bedford Business Park, Jalan Kelang Lama, Kuala Lumpur, Malaysia, 58200 (th

January 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 11, 2023 PHOENIX PLUS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-233778 61-1907931 (State of incorporation) (Commission File Number) (IRS Employer

December 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP.

October 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended July 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (Exact nam

June 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233778 PHOENIX PLUS CORP.

March 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP

February 18, 2022 EX-16.1

Letter from Total Asia Associates.

EX-16.1 2 ex16-1.htm

February 18, 2022 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 18, 2022 PHOENIX PLUS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-233778 61-1907931 (State (Commission (IRS Employer of incorporation) File Number

December 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP

November 12, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 (July 7, 2020) PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907981 (State or other jurisdiction of incorporation)

November 12, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended July 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS CORP. (Exact nam

November 12, 2021 EX-10.1

Shareholders Agreement

EX-10.1 2 ex10-1.htm Exhibit 10.1 DATED 13 OCTOBER 2021 BETWEEN VETTONS CITY ANGELS SDN. BHD. AND THE ANGEL INVESTORS SHAREHOLDERS’ AGREEMENT 1 THIS SHAREHOLDERS’ AGREEMENT is made the 13th day of October 2021 PARTIES: (1) VETTONS CITY ANGELS SDN. BHD. Company No.: 201901039327 (1348657-U), a private company limited by shares incorporated under the laws of Malaysia and having registered address at

November 12, 2021 EX-10.1

Investment term sheet

Exhibit 10.1 STRICTLY PRIVATE AND CONFIDENTIAL Date: 7 July 2020 To: (1) The Directors of Vettons City Sdn Bhd (Company No.: 201901039292 (1348622-T)); and (2) The Directors of Vettons City Angels Sdn Bhd (Company No.: 201901039327 (1348657-U)) Dear Sirs, Subscription of Ordinary Shares in Vettons City Angels Sdn Bhd (Company No.: 201901039327 (1348657-U)) We, Phoenix Plus Corp (Entity no: E051774

November 12, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 (July 7, 2020) PHOENIX PLUS CORP. (Exact name of registrant as specified in its charter) Nevada 333-233778 61-1907981 (State or other jurisdiction of incorporation)

October 29, 2021 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-233778

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-233778 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 9, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2021 PHOENIX PLUS CORP.

July 9, 2021 EX-99.1

CONSENT IN WRITING OF BOARD OF DIRECTOR OF PHOENIX PLUS CORP. IN LIEU OF AN ORGANIZATIONAL MEETING July 7, 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1 CONSENT IN WRITING OF BOARD OF DIRECTOR OF PHOENIX PLUS CORP. IN LIEU OF AN ORGANIZATIONAL MEETING July 7, 2021 Pursuant to Sections 78.315 of the Nevada Revised Statutes, the undersigned being the Director of PHOENIX PLUS CORP., a Nevada corporation (the “Company”), does hereby authorize, approve, and consent to the adoption of the following resolutions and the a

June 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2021 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 333-233778 PHOENIX PLUS C

June 14, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-233778

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-233778 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 17, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2021 PHOENIX PLUS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-233778 61-1907981 (State of incorporation) (Commission File Number) (IRS Employer Ide

March 17, 2021 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 333-233778 PHOENIX PLUS

March 10, 2021 POS AM

-

As filed with the Commission on March 10, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2021 EX-3.2

By-laws *

Exhibit 3.2 BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Trea

February 26, 2021 EX-3.1

Certificate of Incorporation, as filed with the Nevada Secretary of State on November 5, 2018 *

EX-3.1 2 ex3-1.htm Exhibit 3.1

February 26, 2021 EX-10.1

Consultancy Agreement between Phoenix Plus International Limited and Rooframes Metaltech SB

Exhibit 10.1 24th June 2019 PHOENIX PLUS INTERNATIONAL LIMITED 17/F, THE WORKSTATION, 43 - 45, LYNDHURST TERRACE, CENTRAL, HONG KONG. Dear Sir, Re : APPOINTMENT LETTER AS TECHNICAL CONSULTANT Refer to the above matter we hereby appoint your company as our Technical Consultant with the scope of works as the following: 1) Market and site survey on Green Technology Industry 2) Marketing and Technical

February 26, 2021 POS AM

-

As filed with the Commission on February 26, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2021 EX-99.1

Sample Subscription Agreement *

EX-99.1 8 ex99-1.htm Exhibit 99.1 SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows: 1. Subscription. 1.1 The Subscr

February 26, 2021 EX-10.2

Collaboration Agreement between Phoenix Plus International Limited and Abalance Corporation

Exhibit 10.2 COLLABORATION AGREEMENT This Agreement is made between Phoenix Plus International Limited, a wholly owned subsidiary of Phoenix Plus Corp (hereafter referred as ?PPIL?), a private Limited company incorporated in Hong Kong and WWB Corporation, a subsidiary of Abalance Corporation listed in Tokyo Stock Exchange (hereafter referred as ?WWB?), a company based in Tokyo Japan, on 2 October

December 17, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended October 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOENIX PLUS C

December 15, 2020 NT 10-Q

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-233778 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 30, 2020 10-K

Annual Report -

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended July 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-233778 PHOEN

June 11, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 333-233778 PHOENIX PLUS C

March 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2020 [ ] TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended January 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 333-233778 PHOENIX PLUS

January 7, 2020 CORRESP

January 7, 2020

January 7, 2020 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Plus Corp Form S-1/A Filed: December 20, 2019 File No. 333-233778 To the men and women of the SEC: Acceleration Request: We, Phoenix Plus Corp, (the “Registrant”) hereby requests that the Securities and Exchange Commission take approp

December 20, 2019 EX-10.1

ANNEX 1

EX-10.1 5 ex101.htm CONSULTANCY AGREEMENT - ROOFRAMES METALTECH SB 24th June 2019 PHOENIX PLUS INTERNATIONAL LIMITED 17/F, THE WORKSTATION, 43 - 45, LYNDHURST TERRACE, CENTRAL, HONG KONG. Dear Sir, Re : APPOINTMENT LETTER AS TECHNICAL CONSULTANT Refer to the above matter we hereby appoint your company as our Technical Consultant with the scope of works as the following: 1) Market and site survey o

December 20, 2019 CORRESP

December 20, 2019

December 20, 2019 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Plus Corp. Form S-1/A Filed December 2, 2019 File No. 333-233778 To the men and women of the SEC: On behalf of Phoenix Plus Corp., Inc., (“we”, “us”, or the “Company”), are responding to comments contained in the Staff letter, dated

December 20, 2019 EX-3.1

Articles of Incorporation**

December 20, 2019 EX-3.2

BY-LAWS Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

EX-3.2 4 bylaws.htm BY-LAWS BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or a

December 20, 2019 EX-10.2

COLLABORATION AGREEMENT

EX-10.2 6 ex102.htm CONSULTANCY AGREEMENT - ABALANCE CORPORATION COLLABORATION AGREEMENT This Agreement is made between Phoenix Plus International Limited, a wholly owned subsidiary of Phoenix Plus Corp (hereafter referred as “PPIL”), a private Limited company incorporated in Hong Kong and WWB Corporation, a subsidiary of Abalance Corporation listed in Tokyo Stock Exchange (hereafter referred as “

December 20, 2019 EX-99.1

SUBSCRIPTION AGREEMENT

EX-99.1 9 subscriptionsample.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows: 1.

December 20, 2019 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date: December 20, 2019 Nevada 4931 61-1907981 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identific

December 2, 2019 EX-10.2

COLLABORATION AGREEMENT

EX-10.2 6 ex102.htm CONSULTANCY AGREEMENT - ABALANCE CORPORATION COLLABORATION AGREEMENT This Agreement is made between Phoenix Plus International Limited, a wholly owned subsidiary of Phoenix Plus Corp (hereafter referred as “PPIL”), a private Limited company incorporated in Hong Kong and WWB Corporation, a subsidiary of Abalance Corporation listed in Tokyo Stock Exchange (hereafter referred as “

December 2, 2019 EX-99.1

SUBSCRIPTION AGREEMENT

EX-99.1 9 subscriptionsample.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows: 1.

December 2, 2019 EX-3.1

EX-3.1

December 2, 2019 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date: December 2, 2019 Nevada 4931 61-1907981 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identifica

December 2, 2019 CORRESP

December 2, 2019

December 2, 2019 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Plus Corp. Form S-1/A Filed November 12, 2019 File No. 333-233778 To the men and women of the SEC: On behalf of Phoenix Plus Corp., Inc., (“we”, “us”, or the “Company”), are responding to comments contained in the Staff letter, dated

December 2, 2019 EX-10.1

ANNEX 1

EX-10.1 5 ex101.htm CONSULTANCY AGREEMENT - ROOFRAMES METALTECH SB 24th June 2019 PHOENIX PLUS INTERNATIONAL LIMITED 17/F, THE WORKSTATION, 43 - 45, LYNDHURST TERRACE, CENTRAL, HONG KONG. Dear Sir, Re : APPOINTMENT LETTER AS TECHNICAL CONSULTANT Refer to the above matter we hereby appoint your company as our Technical Consultant with the scope of works as the following: 1) Market and site survey o

December 2, 2019 EX-3.2

BY-LAWS Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the

November 12, 2019 CORRESP

November 12, 2019

November 12, 2019 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Plus Corp. Form S-1/A Filed October 17, 2019 File No. 333-233778 To the men and women of the SEC: On behalf of Phoenix Plus Corp., Inc., (“we”, “us”, or the “Company”), are responding to comments contained in the Staff letter, dated

November 12, 2019 EX-3.1

Articles of Incorporation**

November 12, 2019 EX-3.2

BY-LAWS Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the

November 12, 2019 EX-99.1

SUBSCRIPTION AGREEMENT

EX-99.1 7 subscriptionsample.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows: 1.

November 12, 2019 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date: November 12, 2019 Nevada 4931 61-1907981 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identific

October 17, 2019 EX-99.1

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP.

October 17, 2019 EX-3.1

EX-3.1

October 17, 2019 EX-3.2

BY-LAWS Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

EX-3.2 4 bylaws.htm BY-LAWS BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or a

October 17, 2019 CORRESP

October 17, 2019

October 17, 2019 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Plus Corp. Form S-1 Filed September 16, 2019 File No. 333-233778 To the men and women of the SEC: On behalf of Phoenix Plus Corp., Inc.., (“we”, “us”, or the “Company”), are responding to comments contained in the Staff letter, dated

October 17, 2019 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date: October 17, 2019 Nevada 4931 61-1907981 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identifica

September 16, 2019 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:, September 16, 201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Phoenix Plus Corp. (Exact name of registrant as specified in its charter) Date:, September 16, 2019 Nevada 4931 61-1907981 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) 17/F,

September 16, 2019 EX-99.1

SUBSCRIPTION AGREEMENT

EX-99.1 6 subscriptionsample.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of PHOENIX PLUS CORP., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows: 1.

September 16, 2019 EX-3.1

EX-3.1

September 16, 2019 EX-3.2

BY-LAWS Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

BY-LAWS OF Phoenix Plus Corp. (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the

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