UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

☒

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

 

For the quarterly period ended June 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 No. 000-55319

 

PHOENIX RISING COMPANIES

(Exact name of registrant as specified in its charter)

 

Nevada

46-1993448

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

641 10th Street

Cedartown, Georgia 30125

 (Address of principal executive offices, zip code)

 

(844) 487-4636

 (Registrant’s telephone number, including area code)

 

___________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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. (check one):

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

Emerging growth company   

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒     No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of August 11, 2022, there were 807,395,930 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 

PHOENIX RISING COMPANIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2022

 

INDEX

 

Index

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

3

Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021.

3

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)

4

 

 

 

 

 

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for Three and Six Months ended June 30, 2022 and 2021, and the year ended December 31, 2021 (unaudited).

5

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (unaudited).

 

6

 

Notes to Condensed Financial Statements (unaudited).

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

21

Item 4.

Controls and Procedures.

21

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

22

Item 1A.

Risk Factors.

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

22

Item 3.

Defaults Upon Senior Securities.

22

Item 4.

Mine Safety Disclosures.

22

Item 5.

Other Information.

22

Item 6.

Exhibits.

23

Signatures

24

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Phoenix Rising Companies, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to fluctuations in commodities prices, the ability to obtain additional financing, the ability to obtain permits, licenses and approvals, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

PHOENIX RISING COMPANIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

 June 30,

 

 

 December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$28,003

 

 

$101,876

 

Accounts receivable, net

 

 

8,143,606

 

 

 

9,318,431

 

Inventory

 

 

7,336,080

 

 

 

7,733,568

 

Other current assets

 

 

95,692

 

 

 

151,292

 

Total Current Assets

 

 

15,603,381

 

 

 

17,305,167

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

1,979,787

 

 

 

1,979,787

 

TOTAL ASSETS

 

$17,583,168

 

 

$19,284,954

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$7,052,178

 

 

$8,489,790

 

Accrued liabilities and other payables

 

 

187,289

 

 

 

131,197

 

Advance payment

 

 

1,825,919

 

 

 

1,814,499

 

Convertible notes, net of unamortized discounts

 

 

542,675

 

 

 

730,981

 

Due to related parties

 

 

41,636

 

 

 

24,193

 

Derivative liabilities

 

 

28,114,623

 

 

 

2,768,484

 

Tax payable

 

 

47,493

 

 

 

2,451

 

Total Current Liabilities

 

 

37,811,813

 

 

 

13,961,595

 

 

 

 

 

 

 

 

 

 

Convertible notes non-current, net of unamortized discounts

 

 

250,311

 

 

 

217,069

 

TOTAL LIABILITIES

 

 

38,062,124

 

 

 

14,178,664

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding

 

 

-

 

 

 

-

 

Series A Preferred stock, $0.0001 par value; 1,500,000 shares designated; 1,500,000 shares issued and outstanding, respectively

 

 

150

 

 

 

150

 

Common stock, $0.0001 par value; 8,000,000,000 shares authorized; 685,022,299 and 169,127,299 shares issued and outstanding, respectively

 

 

68,502

 

 

 

16,912

 

Additional paid-in capital

 

 

47,610,775

 

 

 

45,317,109

 

Subscription receivable

 

 

(24,522,000)

 

 

(24,522,000)

Accumulated deficit

 

 

(43,369,878)

 

 

(15,794,894)

Accumulated other comprehensive income (loss)

 

 

(266,505)

 

 

89,013

 

Total shareholders' equity (deficit)

 

 

(20,478,956)

 

 

5,106,290

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 

$17,583,168

 

 

$19,284,954

 

 

The notes are an integral part of these unaudited consolidated financial statements. 

 

 
3

Table of Contents

 

PHOENIX RISING COMPANIES

Condensed Consolidated Statements of Operations and Other Comprehensive Loss

(Unaudited)

 

 

 

Three months ended

 

 

 Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$3,379,992

 

 

$4,192,154

 

 

$11,139,914

 

 

$8,464,995

 

Cost of goods sold

 

 

3,231,644

 

 

 

4,165,831

 

 

 

10,914,568

 

 

 

8,420,562

 

Gross Profit

 

 

148,348

 

 

 

26,323

 

 

 

225,346

 

 

 

44,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

54,918

 

 

 

78,059

 

 

 

120,846

 

 

 

166,309

 

Professional fees

 

 

95,249

 

 

 

132,578

 

 

 

259,749

 

 

 

180,463

 

Total Operating Expenses

 

 

150,167

 

 

 

210,637

 

 

 

380,595

 

 

 

346,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operations

 

 

(1,819)

 

 

(184,314)

 

 

(155,249)

 

 

(302,339)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other loss

 

 

-

 

 

 

(10,981)

 

 

-

 

 

 

(12,801)

Interest expense

 

 

(218,062)

 

 

(288,837)

 

 

(517,347)

 

 

(620,677)

Change in fair value of derivative liabilities

 

 

(28,208,861)

 

 

11,515,726

 

 

 

(26,847,858)

 

 

3,282,605

 

Total Other Income (Expense)

 

 

(28,426,923)

 

 

11,215,908

 

 

 

(27,365,205)

 

 

2,649,127

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) Before Income Taxes

 

 

(28,428,742)

 

 

11,031,594

 

 

 

(27,520,454)

 

 

2,346,788

 

Provision for income taxes

 

 

(37,725)

 

 

-

 

 

 

(54,530)

 

 

-

 

Net Income (Loss)

 

$(28,466,467)

 

$11,031,594

 

 

$(27,574,984)

 

$2,346,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend on Series A Preferred Stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income (loss) attributable to common stockholders

 

$(28,466,467)

 

$11,031,594

 

 

$(27,574,984)

 

$2,346,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(368,619)

 

 

95,882

 

 

 

(355,518)

 

 

14,592

 

Total Comprehensive Income (Loss)

 

$(28,835,086)

 

$11,127,476

 

 

$(27,930,502)

 

$2,361,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Income (Loss) per Common Share

 

$(0.05)

 

$0.08

 

 

$(0.07)

 

$0.02

 

Diluted Loss per Common Share

 

$(0.05)

 

$(0.00)

 

$(0.07)

 

$0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Weighted Average Common Shares Outstanding

 

 

524,048,120

 

 

 

136,643,606

 

 

 

372,005,283

 

 

 

136,330,560

 

Diluted Weighted Average Common Shares Outstanding

 

 

524,048,120

 

 

 

533,842,925

 

 

 

372,005,283

 

 

 

534,597,354

 

 

The notes are an integral part of these unaudited consolidated financial statements.

 

 
4

Table of Contents

 

PHOENIX RISING COMPANIES

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

 

Three and Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Series A Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Comprehensive

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Subscription

receivable

 

 

Accumulated

Deficit

 

 

Income

(loss)

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2021

 

 

1,500,000

 

 

$150

 

 

 

169,127,299

 

 

$16,912

 

 

$45,317,109

 

 

$(24,522,000)

 

$(15,794,894)

 

$89,013

 

 

$5,106,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of debt

 

 

-

 

 

 

-

 

 

 

140,688,306

 

 

 

14,069

 

 

 

375,356

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

389,425

 

Resolution of derivative liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

355,848

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

355,848

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

891,483

 

 

 

-

 

 

 

891,483

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,101

 

 

 

13,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2022

 

 

1,500,000

 

 

$150

 

 

 

309,815,605

 

 

$30,981

 

 

$46,048,313

 

 

$(24,522,000)

 

$(14,903,411)

 

$102,114

 

 

$6,756,147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of debt

 

 

-

 

 

 

-

 

 

 

217,041,695

 

 

 

21,704

 

 

 

217,408

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

239,112

 

Common stock issued for cashless exercised warrant

 

 

-

 

 

 

-

 

 

 

158,164,999

 

 

 

15,817

 

 

 

(15,817)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Resolution of derivative liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,360,871

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,360,871

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,466,467)

 

 

-

 

 

 

(28,466,467)

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(368,619)

 

 

(368,619)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - June 30, 2022

 

 

1,500,000

 

 

$150

 

 

 

685,022,299

 

 

$68,502

 

 

$47,610,775

 

 

$(24,522,000)

 

$(43,369,878)

 

$(266,505)

 

$(20,478,956)

 

Three and Six months ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Series A Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Subscription

receivable

 

 

Accumulated

Deficit

 

 

Comprehensive

Loss

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2020

 

 

1,500,000

 

 

$150

 

 

 

121,169,368

 

 

$12,117

 

 

$42,434,390

 

 

$(24,522,000 )

 

$(26,145,758 )

 

$(97,151 )

 

$(8,318,252 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of debt

 

 

-

 

 

 

-

 

 

 

9,900,730

 

 

 

990

 

 

 

253,460

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

254,450

 

Common stock issued for exercised cashless warrant

 

 

-

 

 

 

-

 

 

 

5,890,538

 

 

 

589

 

 

 

(589 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Resolution of derivative liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,684,780

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,684,780

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,684,806 )

 

 

-

 

 

 

(8,684,806 )

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(81,290 )

 

 

(81,290 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2021

 

 

1,500,000

 

 

$150

 

 

 

136,960,636

 

 

$13,696

 

 

$44,372,041

 

 

$(24,522,000 )

 

$(34,830,564 )

 

$(178,441 )

 

$(15,145,118 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of debt

 

 

-

 

 

 

-

 

 

 

2,965,440

 

 

 

297

 

 

 

96,723

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

97,020

 

Resolution of derivative liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

111,392

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

111,392

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,031,594

 

 

 

-

 

 

 

11,031,594

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

95,882

 

 

 

95,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - June 30, 2021

 

 

1,500,000

 

 

$150

 

 

 

139,926,076

 

 

$13,993

 

 

$44,580,156

 

 

$(24,522,000 )

 

$(23,798,970 )

 

$(82,559 )

 

$(3,809,230 )

 

The notes are an integral part of these unaudited consolidated financial statements.

 

 
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PHOENIX RISING COMPANIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 Six Months Ended

 

 

 

 June 30,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

 

$(27,574,984)

 

$2,346,788

 

Adjustments to reconcile net loss to net cash from operating activities:

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

336,414

 

 

 

537,600

 

Change in fair value of derivative liabilities

 

 

26,847,858

 

 

 

(3,282,605)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

719,602

 

 

 

(7,134,750)

Inventories

 

 

-

 

 

 

(388,461)

Other current assets

 

 

55,193

 

 

 

57,631

 

Accounts payable

 

 

(1,038,955)

 

 

8,337,298

 

Advance payment

 

 

108,250

 

 

 

(842,772)

Amount due to related party

 

 

-

 

 

 

-

 

Tax payable

 

 

46,708

 

 

 

3,727

 

Accrued liabilities and other payable

 

 

206,161

 

 

 

70,955

 

Net cash used in operating activities

 

 

(293,753)

 

 

(263,089)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from convertible notes

 

 

245,000

 

 

 

473,500

 

Repayment of convertible notes

 

 

(42,728)

 

 

-

 

Loans from related parties

 

 

18,635

 

 

 

-

 

Net cash provided by financing activities

 

 

220,907

 

 

 

465,550

 

 

 

 

 

 

 

 

 

 

Effects on changes in foreign exchange rate

 

 

(1,027)

 

 

568

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(73,873)

 

 

203,029

 

Cash - beginning of period

 

 

101,876

 

 

 

185,948

 

Cash - end of period

 

$28,003

 

 

$388,977

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$1,824

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activity:

 

 

 

 

 

 

 

 

Common stock issued for conversion of debt

 

$1,649,065

 

 

$1,425,678

 

Common stock issued for exercised cashless warrant

 

$696,191

 

 

$721,964

 

Derivative liability recognized as debt discount

 

$215,000

 

 

$378,500

 

 

The notes are an integral part of these unaudited consolidated financial statements.

 

 
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PHOENIX RISING COMPANIES

Notes to the Condensed Consolidated Financial Statements

June 30, 2022

Expressed in United States Dollars

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Phoenix Rising Companies. (“we,” “us,” “our,” the “Company “PRCX”) is a Nevada corporation incorporated on June 25, 2012 under the name Resort Savers, Inc. On May 28, 2020, the Company’s corporate name was changed to Phoenix Rising Companies. It is based in Puchong, Malaysia. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.

 

The Company makes investments and acquisitions into sound, transparent markets and industries throughout the world. The Company is principally engaged in the trading of oil, gas and lubricant. From January 1, 2020, the Company deconsolidated the operations in nutrition and health products.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company prepares its condensed consolidated financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (SEC) and generally accepted accounting principles (“GAAP”) in the United States of America. The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X and presented in United States dollars.

 

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on June 30, 2022.

 

Principles of Consolidation

 

At June 30, 2022, the principal subsidiaries of the Company were listed as follows:

 

Entity Name

 

Acquisition

Date

 

Ownership

 

 

Jurisdiction

 

Investments

Held By

 

Nature of

Operation

 

Fiscal

Year

 

Xing Rui International Investment Holding Group Co., Ltd. (“Xing Rui”)

 

December 22, 2014

 

 

100%

 

Seychelles

 

PRCX

 

Holding Company

 

January 31

 

Xing Rui International Investment Group Ltd. (“Xing Rui HK”)

 

December 22, 2014

 

 

100%

 

Hong Kong, the PRC

 

Xing Rui

 

Holding Company

 

January 31

 

Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (“Huaxin”) *

 

August 27, 2015

 

 

100%

 

the PRC

 

Xing Rui

 

Holding Company

 

December 31

 

Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”) *

 

May 16, 2018

 

 

100%

 

the PRC

 

Huaxin

 

Trading of oil products

 

December 31

 

 

*

The English names used are translated only.

 

 
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These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated upon the consolidation.

 

Use of Estimates and Assumptions

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Foreign Currency Translation and Re-measurement

 

The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

 

The Company’s functional currency and reporting currency is the U.S. dollar, and our subsidiaries’ functional currency is the Chinese Yuan Renminbi (“CNY”), and Hong Kong Dollar (“HKD”).

 

The Company translates the foreign subsidiaries’ records into U.S. dollar as follows:

 

 

·

Assets and liabilities at the rate of exchange in effect at the balance sheet date

 

·

Equities at historical rate

 

·

Revenue and expense items at the average rate of exchange prevailing during the period

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company also reviews its accounts receivable in a timely manner. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

Tieshan Oil

 

During the six months ended June 30, 2022 and 2021, three customers accounted for 64% of revenues (27%, 24% and 13%) and two customers accounted for 100% of revenues (86% and 16%), respectively.

 

During the six months ended June 30, 2022 and 2021, one vendor accounted for 100% of total purchases and one vendor accounted for 100% of total purchases, respectively.

 

As of June 30, 2022 and December 31, 2020, two customers accounted for 100% (52% and 48%) and one customer accounted for approximately 1000% of accounts receivable, and four vendors accounted for 100% (51%, 30%, 10%, and 9%) and three vendors accounted for approximately 99% of accounts payable, respectively.

 

 
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Earnings Per Share of Common Stock

 

The Company has adopted ASC Topic 260, ”Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidated financial statements, basic earnings per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

NOTE 3 - GOING CONCERN

 

The Company’s condensed consolidated financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet had sufficient revenues to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – ACCOUNTS RECEIVABLE

 

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivables are reflected as a current asset and no allowance for bad debt has been recorded as of June 30, 2022 and December 31, 2021. As at June 30, 2022 and December 31, 2021, the Company had accounts receivable of $8,143,606 and $9,318,431, respectively.

 

NOTE 5 – INVENTORIES

 

Inventories at June 30, 2022 and December 31, 2021 consist of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Finished goods

 

$7,336,080

 

 

$7,733,568

 

 

 
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NOTE 6 – CONVERTIBLE NOTE

 

At June 30, 2022 and December 31, 2021, convertible loans consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Convertible Notes - originated in November 22, 2019

 

$-

 

 

$4,064

 

Convertible Notes - issued during fiscal year 2020

 

 

566,336

 

 

 

605,000

 

Convertible Notes - issued during fiscal year 2021

 

 

30,000

 

 

 

508,750

 

Convertible Notes - issued during fiscal year 2022

 

 

268,250

 

 

 

-

 

Total convertible notes payable

 

 

864,586

 

 

 

1,117,814

 

Less: Unamortized debt discount

 

 

(71,600)

 

 

(169,764)

Total convertible notes

 

 

792,986

 

 

 

948,050

 

Less: current portion of convertible notes

 

 

542,675

 

 

 

730,981

 

Long-term convertible notes

 

$250,311

 

 

$217,069

 

 

For the six months ended June 30, 2022 and 2021, the interest expense on convertible notes was $180,933 and $27,777, and amortization of discount of $336,414 and $304,063, respectively. As of June 30, 2022 and December 31, 2021, the accrued interest was $152,096 and $125,722, respectively.

 

Conversion

 

During the six months ended June 30, 2022, the Company converted notes with principal amounts and accrued interest of $389,425 into 140,688,306 shares of common stock. The corresponding derivative liability at the date of conversion of $355,848 was credited to additional paid in capital.

 

Convertible Notes – Issued during year ended December 31, 2022

 

During the six months ended June 30, 2022, the Company issued a total principal amount of $268,250 convertible notes for cash proceeds of $245,000. The terms of convertible note are summarized as follows:

 

 

·

Term: a range from 12 months to18 months;

 

·

Annual interest rates: 8% - 12%;

 

·

Convertible at the option of the holders at any time after 180 days from issuance or event of default

 

·

Conversion prices are based on discounted (35% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

 

Convertible Notes – Issued during year ended December 31, 2021

 

During the year ended December 31, 2021, the Company issued a total principal amount of $743,500 convertible note for cash proceeds of $688,500.  The terms of convertible note are summarized as follows:

 

 

·

Term: a range from 12 months to 18 months;

 

·

Annual interest rates: 8%;

 

·

Convertible at the option of the holders at any time or 180 days from issuance

 

·

Conversion prices are based on discounted (35% - 40% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

 

Convertible Notes – Issued during the year ended December 31, 2020

 

During the year ended December 31, 2020, the Company issued a total principal amount of $1,034,750 convertible note for cash proceeds of $912,000. The terms of convertible note are summarized as follows:

 

 

·

Term: a range from 9 months to 18 months;

 

·

Annual interest rates: 8% - 13%;

 

·

Convertible at the option of the holders at any time or 180 days from issuance;

 

·

Conversion prices are based on discounted (10% - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

 

·

Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 20% if the conversion price is less than $0.10 or $0.01. As a result, the discount rate of conversion price changed from 50% to 70% and the Company recognized the penalty of $15,000 and recorded principal amount of $15,000.

 

 
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The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Stock” and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note.

 

The Company valued the conversion feature and warrant using the Black Scholes valuation model. The fair value of the derivative liability for all warrant and the notes that became convertible, including the notes issued in prior years, during the six months ended June 30, 2022 amounted to $385,125. $215,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $170,125 was recognized as a “day 1” derivative loss.

 

NOTE 7 – WARRANTS

 

A summary of activity regarding warrants issued as follows:

 

 

 

Warrants Outstanding

 

 

 

 

 

Weighted Average

 

 

Contractual life

 

 

 

Shares

 

 

Exercise Price

 

 

(in years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2021

 

 

245,366,811

 

 

$0.0069

 

 

 

3.37

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Reset feature

 

 

13,637,490,376

 

 

 

0.0001

 

 

 

3.34

 

Exercised

 

 

(163,384,034)

 

 

0.0001

 

 

 

3.27

 

Forfeited/canceled

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding, June 30, 2022

 

 

13,719,473,153

 

 

$0.0001

 

 

 

3.16

 

 

The Company determined that the warrants qualify for derivative accounting due to the reset feature of warrants, which led to no explicit limit to the number of shares to be delivered upon future settlement of the exercised warrants.

 

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at June 30, 2022 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of June 30, 2022 is $26,012,091.

 

NOTE 8 – DERIVATIVE LIABILITIES

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

 

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

 

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the six months ended June 30, 2022 and the year ended December 31, 2021:

 

 
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Six Months Ended

 

 

Year ended

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2021

 

Expected term

 

 0.12 - 3.41 years

 

 

 0.09 - 4.47 years

 

Expected average volatility

 

186% - 468%

 

 

162% - 363%

 

Expected dividend yield

 

 

-

 

 

 

-

 

Risk-free interest rate

 

0.28% - 3.35%

 

 

0.02% - 0.97%

 

 

The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2022:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)

 

 

 

 

 

Balance - December 31, 2021

 

$2,768,484

 

Addition of new derivatives recognized as debt discounts

 

 

215,000

 

Addition of new derivatives recognized as loss on derivatives

 

 

170,125

 

Settled on issuance of common stock

 

 

(1,716,719)

Gain on change in fair value of the derivative

 

 

26,677,733

 

Balance - June 30, 2022

 

$28,114,623

 

 

The following table summarizes the (gain) loss on derivative liability included in the income statement for the six months ended June 30, 2022 and 2021, respectively.

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Day one loss due to derivative liabilities on convertible notes

 

$170,125

 

 

$323,657

 

Change in fair value of the derivative liabilities

 

 

26,677,733

 

 

 

(3,606,262)

 

 

$26,847,858

 

 

$(3,282,605)

 

NOTE 9 - STOCKHOLDERS’ DEFICIT

 

The capitalization of the Company consists of the following classes of capital stock as of June 30, 2022:

 

Preferred Stock

 

The Company has authorized 15,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.

 

Series A Preferred Stock

 

The Company is designated to issue 1,500,000 shares of Series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have liquidation preference over any other class of stock and voting rights on the basis of one hundred votes for each shares of Series A Preferred Stock. The Preferred Stock can be converted to common stock, at a conversion rate of 100 common shares for each preferred stock.

 

As at June 30, 2022 and December 31, 2021, the Company had 1,500,000 preferred shares issued and outstanding.

 

 
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Common Stock

 

On February 9, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation, increasing its authorized shares of common stock from 1,000,000,000 shares to 8,000,000,000 shares.

 

The Company has authorized 8,000,000,000 shares of common stock with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

During the six months ended June 30, 2022, the Company issued common shares as follows

 

 

·

217,041,695 shares of common stock for conversion of debt

 

·

158,164,999 shares of common stock for cashless exercise of warrant

 

As at June 30, 2022 and December 31, 2021, the Company had 685,022,299 and 169,127,299 common shares issued and outstanding, respectively.

 

Subscription receivable

 

On February 24, 2020, the Company entered into a Purchase Agreement (the “Agreement”) with Mr. Liu FaKuan (“Seller”), the sole owner of Henan Wandi Mining Product Development Co., Ltd. (“Wandi”), a corporation organized in the People’s Republic of China (“PRC”), pursuant to which the Company will effect an acquisition of Wandi by acquiring from the Seller all outstanding equity interests of Wandi. Wandi owns 49% of a coal mine known as You Zhou Shenhuo Kuanfa Mining Company Ltd., (the “Mine”), with Zhengshou Yshong Coal Industry Co., Ltd. (a State-owned enterprise) owning the remaining 51% of the Mine.

 

Pursuant to the Agreement, the Company issued 60,000,000 restricted common shares of stock of the Company to the Seller, valued at $24,522,000. The obligations of the parties to complete the acquisition is subject to the fulfillment (or, in some cases waiver) of due diligence and certain closing conditions. Upon closing of the acquisition Seller shall transfer to Company 100% of the issued and outstanding equity interests of Wandi, which will then become a wholly owned subsidiary of the Company.

 

As of June 30, 2022, the Company does not have control of Wandi. As a result, the Company determined not to consolidate Wandi and recorded share issuance for acquisition of Wandi as a subscription receivable for $24,522,000, until the common shares of Wandi are delivered.

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2022 and 2021, the Company borrowed $18,635 and $0 from our related parties, respectively.

 

As of June 30, 2022 and December 31, 2021, the Company recorded amounts due to related parties of $41,636 and $24,193, respectively. The loan is non-interest bearing and due on demand.

 

NOTE 11 - SEGMENTED INFORMATION

 

At June 30, 2022, the Company operates in one industry segment, oil and gas, and two geographic segments with China being where majority current assets and equipment are located.

 

At June 30, 2022 and December 31, 2021, segment assets and liabilities were as follows:

 

June 30, 2022

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

$84,336

 

 

$15,519,045

 

 

$15,603,381

 

Non-current assets

 

 

1,979,787

 

 

 

-

 

 

 

1,979,787

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

28,947,222

 

 

 

8,864,591

 

 

 

37,811,813

 

Long term liabilities

 

 

250,311

 

 

 

-

 

 

 

250,311

 

Net assets

 

$(27,133,410)

 

$6,654,454

 

 

$(20,478,956)

 

 
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December 31, 2021

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

$201,429

 

 

$17,103,738

 

 

$17,305,167

 

Non-current assets

 

 

1,979,787

 

 

 

-

 

 

 

1,979,787

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

3,720,085

 

 

 

10,241,510

 

 

 

13,961,595

 

Long term liabilities

 

 

217,069

 

 

 

-

 

 

 

217,069

 

Net assets

 

$(1,755,938 )

 

$6,862,228

 

 

$5,106,290

 

 

For the six months ended June 30, 2022 and 2021, segment revenue and net income (loss) were as follows:

 

Six Months Ended June 30, 2022

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$11,139,914

 

 

$11,139,914

 

Cost of goods sold

 

 

-

 

 

 

(10,914,568)

 

 

(10,914,568)

Operating expenses

 

 

(358,622)

 

 

(21,973)

 

 

(380,595)

Other expenses

 

 

(27,365,205)

 

 

-

 

 

 

(27,365,205)

Provision for income taxes

 

 

-

 

 

 

(54,530)

 

 

(54,530)

Net income (loss)

 

$(27,723,827)

 

$148,843

 

 

$(27,574,984)

 

Six Months Ended June 30, 2021

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$8,464,995

 

 

$8,464,995

 

Cost of goods sold

 

 

-

 

 

 

(8,420,562 )

 

 

(8,420,562 )

Operating expenses

 

 

(326,025 )

 

 

(20,747 )

 

 

(346,772 )

Other income (expenses)

 

 

2,661,928

 

 

 

(12,801 )

 

 

2,649,127

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

Net income

 

$2,335,903

 

 

$10,885

 

 

$2,346,788

 

 

For the three months ended June 30, 2022 and 2021, segment revenue and net income (loss) were as follows:

 

Three Months Ended June 30, 2022

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$3,379,992

 

 

$3,379,992

 

Cost of goods sold

 

 

-

 

 

 

(3,231,644)

 

 

(3,231,644)

Operating expenses

 

 

(137,972)

 

 

(12,195)

 

 

(150,167)

Other expenses

 

 

(28,426,923)

 

 

-

 

 

 

(28,426,923)

Provision for income taxes

 

 

-

 

 

 

(37,725)

 

 

(37,725)

Net income (loss)

 

$(28,564,895)

 

$98,428

 

 

$(28,466,467)

 

Three Months Ended June 30, 2021

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$4,192,154

 

 

$4,192,154

 

Cost of goods sold

 

 

-

 

 

 

(4,165,831 )

 

 

(4,165,831 )

Operating expenses

 

 

(200,024 )

 

 

(10,613 )

 

 

(210,637 )

Other income (expenses)

 

 

11,226,889

 

 

 

(10,981 )

 

 

11,215,908

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

Net income

 

$11,026,865

 

 

$4,729

 

 

$11,031,594

 

 

 
14

Table of Contents

 

NOTE 12 – EARNINGS (LOSS) PER SHARES

 

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method.

 

 

 

 Three months ended

 

 

 Six Months Ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(28,466,467)

 

$11,031,594

 

 

$(27,574,984)

 

$2,346,788

 

Change in fair value of derivative liabilities

 

 

-

 

 

 

(11,515,726)

 

 

-

 

 

 

(3,282,605)

Interest on convertible debts

 

 

-

 

 

 

(285,800)

 

 

-

 

 

 

(265,803)

Net loss - diluted

 

$(28,466,467)

 

$(769,932)

 

$(27,574,984)

 

$(1,201,620)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

524,048,120

 

 

 

136,634,606

 

 

 

372,005,283

 

 

 

136,330,560

 

Effect of dilutive shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred Stock

 

 

-

 

 

 

150,000,000

 

 

 

-

 

 

 

150,000,000

 

Convertible notes

 

 

-

 

 

 

30,563,831

 

 

 

-

 

 

 

27,083,110

 

Warrants

 

 

-

 

 

 

216,644,488

 

 

 

-

 

 

 

221,183,684

 

Diluted

 

 

524,048,120

 

 

 

533,842,925

 

 

 

372,005,283

 

 

 

534,597,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$(0.05)

 

$0.08

 

 

$(0.07)

 

$0.02

 

Diluted

 

$(0.05)

 

$(0.00)

 

$(0.07)

 

$(0.00)

 

For the three and six months ended June 30, 2022, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

 

NOTE 13 – SUBSEQUENT EVENTS

 

Subsequent to June 30, 2022, the Company issued common shares as follows;

 

 

·

24,769,231 shares for conversion of debt

 

·

72,604,400 shares for cashless exercise of warrant

 

 
15

Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Results of Operations

 

Our operations for the three and six months ended June 30, 2022 and 2021are outlined below:

 

Three months ended June 30, 2022 compared to year ended June 30, 2021

 

 

 

Three months ended

 

 

 

 

 

 

June 30,

 

 

Change

 

 

 

2022

 

 

2021

 

 

Amount

 

Revenue

 

$3,379,992

 

 

$4,192,154

 

 

$(812,162)

Cost of goods sold

 

$3,231,644

 

 

$4,165,831

 

 

$(934,187)

Gross profit (loss)

 

$148,348

 

 

$26,323

 

 

$122,025

 

Operating expenses

 

$150,167

 

 

$210,637

 

 

$(60,470)

Other income (expense)

 

$(28,426,923)

 

$11,215,908

 

 

$(39,642,831)

Provision for income taxes

 

$37,725

 

 

$-

 

 

$37,725

 

Net income (loss)

 

$(28,466,467)

 

$11,031,594

 

 

$(39,498,061)

 

The revenue for the six months ended June 30, 2022 decreased by $812,162 to $3,379,992 compared with the same period in 2021. The decrease is mainly due to the continuing effects of COVID-19.

 

Cost of goods sold for the three months ended June 30, 2022 increased by $934,187 to $3,231,644 compared with the same period in 2021. The decrease is mainly due to a decrease in revenue in this period.

 

Operating income for the three months ended June 30, 2022 decreased by $60,470 to $150,167 compared with the same period in 2021. The decrease is mainly due to a decrease in professional fee and office expense.

 

Other income (expense) for the three months ended June 30, 2022 increased by $39,642,831 to other expense of $28,426,923 from other income compared with the same period in 2021. The increase in other expense is mainly due to change in fair value of derivative liabilities related to convertible notes and warrants.

 

Net loss for the three months ended June 30, 2022 was $28,466,467 compared to net income of $11,031,594 in the same period in 2021. The change is mainly due to change in fair value of derivative liabilities related to convertible notes and warrants.

 

For the three months ended June 30, 2022 and 2021 our results of operations segment, are as follows:

 

Three Months Ended June 30, 2022

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$3,379,992

 

 

$3,379,992

 

Cost of goods sold

 

 

-

 

 

 

(3,231,644)

 

 

(3,231,644)

Operating expenses

 

 

(137,972)

 

 

(12,195)

 

 

(150,167)

Other expenses

 

 

(28,426,923)

 

 

-

 

 

 

(28,426,923)

Provision for income taxes

 

 

-

 

 

 

(37,725)

 

 

(37,725)

Net income (loss)

 

$(28,564,895)

 

$98,428

 

 

$(28,466,467)

 

Three Months Ended June 30, 2021

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$4,192,154

 

 

$4,192,154

 

Cost of goods sold

 

 

-

 

 

 

(4,165,831 )

 

 

(4,165,831 )

Operating expenses

 

 

(200,024 )

 

 

(10,613 )

 

 

(210,637 )

Other income (expenses)

 

 

11,226,889

 

 

 

(10,981 )

 

 

11,215,908

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

Net income

 

$11,026,865

 

 

$4,729

 

 

$11,031,594

 

 

 
16

Table of Contents

 

Holding Company

 

 

 

Three months ended

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Revenue

 

$-

 

 

$-

 

 

$-

 

Cost of goods sold

 

$-

 

 

$-

 

 

$-

 

Gross profit

 

$-

 

 

$-

 

 

$-

 

Operating expenses

 

$137,972

 

 

$200,024

 

 

$(62,052)

Other income (expense)

 

$(28,426,923)

 

$11,226,889

 

 

$(39,653,812)

Provision for income taxes

 

$-

 

 

$-

 

 

$-

 

Net income (loss)

 

$(28,564,895)

 

$11,026,865

 

 

$(39,591,760)

 

Operating expense mainly consists of professional fees for ongoing regulatory requirements and general and administrative expense. The decrease in operating expense is primarily due to a decrease in professional fee and rent expense.

 

Other income (expense) mainly consists of interest expense and change in fair value of derivative liability from convertible notes and warrants.

 

Oil and Gas

 

 

 

Three months ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Revenue

 

$3,379,992

 

 

$4,192,154

 

 

$(812,162)

Cost of goods sold

 

$3,231,644

 

 

$4,165,831

 

 

$(934,187)

Gross profit

 

$148,348

 

 

$26,323

 

 

$122,025

 

Operating expenses

 

$12,195

 

 

$10,613

 

 

$1,582

 

Other expense

 

$-

 

 

$(10,981)

 

$10,981

 

Provision for income taxes

 

$37,725

 

 

$-

 

 

$37,725

 

Net income

 

$98,428

 

 

$4,729

 

 

$93,699

 

 

The decrease in revenue is primarily due to the continuing effects of COVID-19. The decrease in cost of goods sold is primarily due to a decrease in revenue. The percentage of gross profit is 4.4% in 2022 and 0.6% in 2021.

 

Six months ended June 30, 2022 compared to year ended June 30, 2021

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Revenue

 

$11,139,914

 

 

$8,464,995

 

 

$2,674,919

 

Cost of goods sold

 

$10,914,568

 

 

$8,420,562

 

 

$2,494,006

 

Gross profit

 

$225,346

 

 

$44,433

 

 

$180,913

 

Operating expenses

 

$380,595

 

 

$346,772

 

 

$33,823

 

Other income (expense)

 

$(27,365,205)

 

$2,649,127

 

 

$(30,014,332)

Provision for income taxes

 

$(54,530)

 

$-

 

 

$(54,530)

Net income (loss)

 

$(27,574,984)

 

$2,346,788

 

 

$(29,921,772)

 

 
17

Table of Contents

 

The revenue for the six months ended June 30, 2022 increased by $2,674,919 to $11,139,914 compared with the same period in 2021. The increase is mainly due to finding new customer in 2022 and the effects of COVID-19 causing a decrease in demand and consequently the pricing in prior year period.

 

Cost of goods sold for the six months ended June 30, 2022 increased by $2,494,006 to $10,914,568 compared with the same period in 2021. The increase is mainly due to an increase in revenue in this period.

 

Operating income for the six months ended June 30, 2022 increased by $33,823 to $380,595 compared with the same period in 2021. The increase is mainly due to an increase in professional fee offset by a decrease in office expense.

 

Other income (expense) for the six months ended June 30, 2022 increased by $30,014,332 to other expense of $27,365,205 from other income compared with the same period in 2021. The increase in other expense is mainly due to change in fair value of derivative liabilities related to convertible notes and warrants.

 

Net loss for the six months ended June 30, 2022 was $27,574,984 compared to net income of $2,346,788 in the same period in 2021. The change is mainly due to change in fair value of derivative liabilities related to convertible notes and warrant.

 

For the six months ended June 30, 2022 and 2021 our results of operations segment, are as follows:

 

Six Months Ended June 30, 2022

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$11,139,914

 

 

$11,139,914

 

Cost of goods sold

 

 

-

 

 

 

(10,914,568)

 

 

(10,914,568)

Operating expenses

 

 

(358,622)

 

 

(21,973)

 

 

(380,595)

Other expenses

 

 

(27,365,205)

 

 

-

 

 

 

(27,365,205)

Provision for income taxes

 

 

-

 

 

 

(54,530)

 

 

(54,530)

Net income (loss)

 

$(27,723,827)

 

$148,843

 

 

$(27,574,984)

 

Six Months Ended June 30, 2021

 

Holding Company

 

 

Oil and gas

 

 

Total Consolidated

 

Revenue

 

$-

 

 

$8,464,995

 

 

$8,464,995

 

Cost of goods sold

 

 

-

 

 

 

(8,420,562 )

 

 

(8,420,562 )

Operating expenses

 

 

(326,025 )

 

 

(20,747 )

 

 

(346,772 )

Other income (expenses)

 

 

2,661,928

 

 

 

(12,801 )

 

 

2,649,127

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

Net income

 

$2,335,903

 

 

$10,885

 

 

$2,346,788

 

 

Holding Company

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Revenue

 

$-

 

 

$-

 

 

$-

 

Cost of goods sold

 

$-

 

 

$-

 

 

$-

 

Gross profit

 

$-

 

 

$-

 

 

$-

 

Operating expenses

 

$358,622

 

 

$326,025

 

 

$32,597

 

Other income (expense)

 

$(27,365,205)

 

$2,661,928

 

 

$(30,027,133)

Provision for income taxes

 

$-

 

 

$-

 

 

$-

 

Net income (loss)

 

$(27,723,827)

 

$2,335,903

 

 

$(30,059,730)

 

 
18

Table of Contents

 

Operating expense mainly consists of professional fees for ongoing regulatory requirements and general and administrative expense. The increase in operating expense is primarily due to an increase in professional fee offset by a decrease in rent expense.

 

Other income (expense) mainly consists of interest expense and change in fair value of derivative liability from convertible notes and warrant.

 

Oil and Gas

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Revenue

 

$11,139,914

 

 

$8,464,995

 

 

$2,674,919

 

Cost of goods sold

 

$10,914,568

 

 

$8,420,562

 

 

$2,494,006

 

Gross profit

 

$225,346

 

 

$44,433

 

 

$180,913

 

Operating expenses

 

$21,973

 

 

$20,747

 

 

$1,226

 

Other expense

 

$-

 

 

$(12,801)

 

$12,801

 

Provision for income taxes

 

$54,530

 

 

$-

 

 

$54,530

 

Net income

 

$148,843

 

 

$10,885

 

 

$137,958

 

 

The increase in revenue is primarily due to finding new customer and the effects of COVID-19 which caused a decrease in demand and consequently the pricing in prior period. The increase in cost of goods sold is primarily due to an increase in revenue. The percentage of gross profit is 2.0% in 2022 and 0.5% in 2021.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our Company as of June 30, 2022 and December 31, 2021, respectively.

 

Working Capital

 

The following table provides selected financial data about our Company as of June 30, 2022 and December 31, 2021, respectively.

 

 

 

June 30,

 

 

December 31,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Cash

 

$28,003

 

 

$101,876

 

 

$(73,873)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$15,603,381

 

 

$17,305,167

 

 

$(1,701,786)

Current Liabilities

 

$37,811,813

 

 

$13,961,595

 

 

$23,850,218

 

Working Capital Deficiency

 

$(22,208,432)

 

$3,343,572

 

 

$(25,552,004)

 

The increase in working capital deficiency was primarily attributed to an increase in an increase in current liabilities and a decrease in current asset. The decrease in current assets was primarily attributed to a decrease in accounts receivable. The increase in current liabilities was primarily attributed to an increase in derivative liabilities from convertible notes and warrant.

 

 
19

Table of Contents

 

Cash Flow

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

Change Amount

 

Cash Flows used in operating activities

 

$(293,753)

 

$(263,089)

 

$(30,664)

Cash Flows provided by financing activities

 

$220,907

 

 

$465,550

 

 

$(244,643)

Effects on changes in foreign exchange rate

 

$(1,027)

 

$568

 

 

$(1,595)

Net change in cash during period

 

$(73,873)

 

$203,029

 

 

$(276,902)

 

Cash Flow from Operating Activities

 

During the six months ended June 30, 2022, our Company used $293,753 in operating activities, compared to $263,089 during the six months ended June 30, 2021. The increase in cash used in operation activities is primarily due to a decrease in operating liabilities offset by operating assets.

 

Cash Flow from Investing Activities

 

During the six months ended June 30, 2022 and 2021, we did not have any investing acuities.

 

Cash Flow from Financing Activities

 

During the six months ended June 30, 2022 and 2021, our Company received $220,907 and $465,550 from financing activities, respectively. For the six months ended June 30, 2022, the Company received $245,000 from convertible notes and 18,635 from loans from related parties, and repaid convertible notes for $42,728. For the year ended June 30, 2021, the Company received $473,500 from convertible notes.

 

Critical Accounting Policies and Estimates

 

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 
20

Table of Contents

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and out Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
21

Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
22

Table of Contents

 

ITEM 6. EXHIBITS.

 

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

 

Number

 

Description

 

 

 

3.1.1

 

Articles of Incorporation (1)

3.1.2

 

Certificate of Amendment (2)

3.1.3

 

Certificate of Amendment (4)

3.1.4

 

Certificate of Amendment (5)

3.2

 

Amended and Restated Bylaws (3)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

 

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 ______________ 

*Submitted, not filed.

 

(1)

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-187437), filed with the Securities and Exchange Commission on March 22, 2019.

(2)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on May 13, 2016.

(3)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-55319), filed with the Securities and Exchange Commission on July 9, 2018.

(4)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on June 1, 2021.

(5)

Incorporated by reference to the Registrant’s preliminary Information Statement on Schedule 14C (File No. 001-55319), filed with the Securities and Exchange Commission on March 10, 2022.

 

 
23

Table of Contents

 

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, thereunto duly authorized.

 

PHOENIX RISING COMPANIES

Date: August 25, 2022

By:

/s/ Ding-Shin “DS” Chang

Name:

Ding-Shin “DS” Chang

Title:

President and Chief Executive Officer

(principal executive officer)

 

Date: August 25, 2022

By:

/s/ Boon Jin “Patrick” Tan

 

Name:

Boon Jin “Patrick” Tan

 

Title:

Chief Financial Officer

(principal accounting officer and principal financial officer)

 

 

 
24

 

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER OF PHOENIX RISING COMPANIES

 

I, Ding-Shin “DS” Chang, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Phoenix Rising Companies;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  August 25, 2022

/s/ Ding-Shin “DS” Chang

 

 

Ding-Shin “DS” Chang

 

 

President and Chief Executive Officer

 

 

(principal executive officer)

 

 

EXHIBIT 31.2

 

SECTION 302 CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER OF PHOENIX RISING COMPANIES

 

I, Ding-Shin “DS” Chang, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Phoenix Rising Companies;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  August 25, 2022

/s/ Boon Jin “Patrick” Tan

 

 

Boon Jin “Patrick” Tan

 

 

President and Chief Executive Officer

 

 

(principal accounting officer and principal financial officer)

 

 

EXHIBIT 32.1

 

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

OF PHOENIX RISING COMPANIES

 

In connection with the accompanying Quarterly Report on Form 10-Q of Phoenix Rising Companies for the quarter ended June 30, 2022, the undersigned, Ding-Shin “DS” Chang, President and Chief Executive Officer of Phoenix Rising Companies, does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

such Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

 

(2)

the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 fairly presents, in all material respects, the financial condition and results of operations of Phoenix Rising Companies

 

Date:  August 25, 2022

/s/ Ding-Shin “DS” Chang

 

 

Ding-Shin “DS” Chang

 

 

President and Chief Executive Officer

 

 

(principal executive officer)

 

 

EXHIBIT 32.2

 

SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

OF PHOENIX RISING COMPANIES

 

In connection with the accompanying Quarterly Report on Form 10-Q of Phoenix Rising Companies for the quarter ended June 30, 2022, the undersigned, Boon Jin “Patrick” Tan, President and Chief Executive Officer of Phoenix Rising Companies, does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

such Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

 

(2)

the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 fairly presents, in all material respects, the financial condition and results of operations of Phoenix Rising Companies

 

Date:  August 25, 2022

/s/ Boon Jin “Patrick” Tan

 

 

Boon Jin “Patrick” Tan

 

 

President and Chief Executive Officer

 

 

(principal executive officer)