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):

February18, 2022

PHOENIX

PLUS CORP.

(Exact Name of Registrant as Specified in its Charter)

(Address of principal executive offices)

+852

8120 0914

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

Securities

registered under Section 12(b) of the Exchange Act:

Item4.01 Changes in Registrant’s Certifying Accountant

On February 17, 2022, Phoenix Plus Corp (the “Company”) changed its principal accountant from Total Asia Associates PLT (“Total Asia”) to JP Centurion & Partners PLT (“JP Centurion”).

The principal accountant’s report of Total Asia on the financial statements of the Company as of and for the fiscal years ended July 31, 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended July 31, 2021 through February 17, 2022, there were no disagreements with Total Asia, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Total Asia’s satisfaction, would have caused it to make a reference to the subject matter of the disagreement in connection with any reports it would have issued. During the fiscal years ended July 31, 2021 through February 17, 2022, there were no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

A letter from Total Asia addressed to the Securities and Exchange Commission stating that it concurs with the statements made by the Company with respect to Total Asia in this Current Report on Form 8-K. A copy of such letter is furnished hereto with the filing of this Current Report on Form 8-K.

On February 17, 2022, the Board of Directors of the Company approved the engagement of JP Centurion as the Company’s independent registered public accounting firm to audit its financial statements.

During the fiscal year ended July 31, 2021 through February 17, 2022, neither the Company nor anyone on its behalf consulted with JP Centurion regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided that JP Centurion concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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

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