10-K: Phoenix Plus Corp. Reports Net Loss of $437,781 in Fiscal Year 2024, Citing Going Concern Uncertainty

Sentiment:

Annual Results


Phoenix Plus Corp. reported a net loss of $437,781 for the fiscal year ended July 31, 2024, and its auditor raised substantial doubt about the company's ability to continue as a going concern.

Capital raiseThe company's ability to continue as a going concern is dependent on securing financial support from major shareholders or external financing.Management believes the existing shareholders or external financing will provide the additional cash to meet the company's obligations as they become due.There is no assurance that future financing will be available or on terms satisfactory to the company.
Worse than expectedThe company's net loss increased from $389,237 to $437,781 year-over-year.The company's gross profit margin declined to a loss of $52,604 from a profit of $15,511.The company's auditor raised substantial doubt about its ability to continue as a going concern.

Summary

  • Phoenix Plus Corp. reported a net loss of $437,781 for the fiscal year ended July 31, 2024, compared to a net loss of $389,237 in the previous year.
  • The company's revenue increased significantly to $1,232,326 in 2024 from $99,833 in 2023, primarily from solar PV system installation services.
  • However, the cost of revenue also increased to $1,284,930, resulting in a gross loss of $52,604 for 2024.
  • General and administrative expenses were $379,088 in 2024, slightly up from $370,832 in 2023.
  • The company's accumulated deficit reached $2,587,431 as of July 31, 2024.
  • Net cash used in operating activities was $653,119 for the year ended July 31, 2024.
  • The company's independent auditor raised substantial doubt about its ability to continue as a going concern due to the net losses and negative cash flows.
  • The company's ability to continue as a going concern is dependent on improving profitability and securing financial support from major shareholders or external financing.

Sentiment

Score: 2

Explanation: The document indicates significant financial distress, with a substantial net loss, negative cash flow, and a going concern warning from the auditor. While revenue increased, the company's inability to control costs and achieve profitability is a major concern. The sentiment is very negative due to the high risk of business failure.

Positives

  • The company experienced a substantial increase in revenue, reaching $1,232,326 in 2024, compared to $99,833 in 2023.
  • The company is actively engaged in providing renewable energy turnkey solutions, including engineering, procurement, construction, and commissioning services.

Negatives

  • The company incurred a net loss of $437,781 for the fiscal year ended July 31, 2024.
  • The company's accumulated deficit has increased to $2,587,431.
  • The company experienced a gross loss of $52,604 for the year ended July 31, 2024.
  • The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
  • The company had negative cash flow from operating activities of $653,119 for the year ended July 31, 2024.
  • The company has material weaknesses in internal control over financial reporting.

Risks

  • The company's ability to continue as a going concern is uncertain due to its net losses and negative cash flows.
  • The company is dependent on improving its profitability and securing financial support from major shareholders or external financing.
  • There is no assurance that future financing will be available or on terms satisfactory to the company.
  • The company faces risks related to project delays, higher labor costs, and additional expenses for replacing damaged items.
  • The company has material weaknesses in internal control over financial reporting.
  • The company is involved in legal proceedings with Vettons City Angels Sdn. Bhd. and Lenggong Hydro Sdn. Bhd.

Future Outlook

The company's ability to continue as a going concern is dependent on improving its profitability and securing financial support from major shareholders or external financing. Management believes that existing shareholders or external financing will provide the additional cash to meet the company's obligations as they become due. However, there is no assurance that future financing will be available or on terms satisfactory to the company.

Management Comments

  • Management believes the existing shareholders or external financing will provide the additional cash to meet the Company's obligations as they become due.
  • Management has identified material weaknesses in internal control over financial reporting.

Industry Context

The company operates in the renewable energy sector, specifically focusing on solar power systems and green energy solutions. The increase in revenue suggests a growing demand for solar PV system installation services. However, the company's financial struggles highlight the challenges faced by smaller companies in this competitive industry, particularly in managing costs and achieving profitability.

Comparison to Industry Standards

  • The company's significant increase in revenue from $99,833 to $1,232,326 year-over-year indicates a substantial growth in sales, however, the company's inability to convert this into profit is a major concern.
  • The gross loss of $52,604, compared to a gross profit of $15,511 in the previous year, is a significant deviation from industry norms, where companies typically aim for positive gross margins.
  • The net loss of $437,781, coupled with the auditor's going concern warning, is a red flag, as most companies in the renewable energy sector strive for profitability and financial stability.
  • The company's negative cash flow from operations of $653,119 is also concerning, as it indicates that the company is not generating enough cash from its core business activities to sustain operations.
  • Compared to established players in the solar industry, such as First Solar or SunPower, which have strong balance sheets and consistent profitability, Phoenix Plus Corp. is facing significant financial challenges.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer, President, Secretary, Treasurer, DirectorFong Teck KheongLee Chong Chow2023-02-28Resignation of previous officer

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Code of EthicsThe company has not adopted a formal Code of Ethics.naThe 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.
Audit CommitteeThe company does not have an audit committee.naThe Board of Directors believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Legal Proceedings

  • The company filed a winding up petition against Vettons City Angels Sdn. Bhd., which was ordered to be wound up by the Malaysian court.
  • Lenggong Hydro Sdn. Bhd. filed a claim against Phoenix Green Energy Sdn. Bhd. for unpaid invoices, which was settled with a payment of MYR 90,000.

Related Party Transactions

  • The company acquired Phoenix Plus Corp. (Malaysia Company) and Phoenix Plus International Limited (Hong Kong Company) from Mr. Fong Teck Kheong, an officer and director.
  • The company issued shares to AGAPE ATP Corporation and H&D Holding Sdn Bhd, companies with controlling shareholders related to the company's officers and directors.
  • The company issued shares to Junsei Ryu, Lee Chong Chow and Phoenix Plus Holding Sdn. Bhd., with the controlling shareholder of Phoenix Plus Holding Sdn. Bhd. being Mr Fong Teck Kheong, an officer and director.

Stakeholder Impact

  • Shareholders face a high risk of losing their investment due to the company's financial difficulties and going concern uncertainty.
  • Employees may be impacted by potential restructuring or downsizing if the company's financial situation does not improve.
  • Customers may be concerned about the company's ability to fulfill its obligations and provide ongoing services.
  • Suppliers and creditors face the risk of non-payment due to the company's financial instability.

Next Steps

  • The company needs to improve its profitability.
  • The company needs to secure financial support from major shareholders or external financing.
  • The company needs to address the material weaknesses in internal control over financial reporting.

Key Dates

DateDescription
2018-11-05Phoenix Plus Corp. was incorporated.
2019-03-18The company acquired 100% of Phoenix Plus Corp. (Malaysia Company).
2019-07-25Phoenix Plus Corp. (Malaysia Company) acquired Phoenix Plus International Limited (Hong Kong Company).
2022-05-17The company subscribed 100% of Phoenix Green Energy Sdn. Bhd.
2022-08-08The company requested an Extraordinary General Meeting (EGM) of Vettons City Angels Sdn. Bhd.
2022-09-20The EGM of Vettons City Angels Sdn. Bhd. was held.
2022-10-20The company filed a winding up petition against Vettons City Angels Sdn. Bhd.
2023-05-31The court ordered the winding up of Vettons City Angels Sdn. Bhd.
2023-06-03Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. rented office space.
2024-02-20Lenggong Hydro Sdn. Bhd. sent a WRIT and Statement of Claim to Phoenix Green Energy Sdn. Bhd.
2024-04-25Phoenix Green Energy Sdn. Bhd. proposed a settlement to Lenggong Hydro Sdn. Bhd.
2024-07-24A judgement was scheduled for the Lenggong Hydro Sdn. Bhd. case.
2024-07-31End of the fiscal year.
2024-08-21The company closed the transactions contemplated by a stock issuance agreement.
2024-08-27Lenggong Hydro Sdn. Bhd. accepted the proposed settlement.
2024-09-04Phoenix Green Energy Sdn. Bhd. made full payment of the proposed settlement.
2024-09-06The court was issued the notice of discontinuance for the Lenggong Hydro Sdn. Bhd. case.
2024-11-13Date of the report.

Keywords

solar power, renewable energy, financial results, net loss, going concern, solar PV, turnkey solutions, financial statements, audit, internal control

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