Business Context and Reporting Period
This Form 6-K filing by Phoenix Asia Holdings Ltd covers the month of June 2025, with the report dated June 11, 2025. The filing primarily addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report is a disclosure of corporate governance changes rather than a financial results statement.
Material Changes
- Accountant Resignation: On June 10, 2025, the Audit Committee accepted the resignation of ARK Pro CPA & Co, effective immediately. ARK Pro had served as the independent auditor since July 12, 2024.
- New Auditor Appointment: J&S Associate PLT was appointed as the new independent registered public accounting firm, effective June 10, 2025.
- Audit History: ARK Pro's reports for the years ended March 31, 2024, and 2023 contained no adverse opinions, disclaimers, or qualifications.
Outlook, Risks, and Contingencies
While no financial outlook is provided, the filing discloses significant risks related to internal controls identified by the former auditor, ARK Pro. These material weaknesses include:
- Lack of sufficient full-time personnel with appropriate knowledge of U.S. GAAP and SEC financial reporting requirements to manage complex accounting issues.
- Absence of a functional internal audit department or personnel to monitor preventive internal control procedures.
- Lack of appropriate policies and procedures to evaluate the proper accounting and disclosures of key documents and agreements.
There were no disagreements between the company and ARK Pro regarding accounting principles or audit scope during the relevant periods.
Investor Verification Checklist
- Verify the transition timeline and scope of work between ARK Pro and J&S Associate PLT.
- Review the company's remediation plan for the disclosed material weaknesses in internal controls over financial reporting.
- Confirm the qualifications and experience of J&S Associate PLT in handling U.S. GAAP reporting for foreign private issuers.
- Examine the letter from ARK Pro (Exhibit 99.1) to ensure they concur with the company's statements regarding the resignation and lack of disagreements.