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April 5, 2023
Ding-Shin Chang
President and Chief Executive Officer
Phoenix Rising Companies
641 10th Street
Cedartown, Georgia 30125
Re:Phoenix Rising Companies
Amendment No. 1 Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 6, 2023
File No. 000-55319
Dear Ding-Shin Chang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 10-K filed on February 6, 2023
Item 1. Business
Description of Business, page 4
1.We note your response to comment 1 and your revised disclosure on page 5.  Please revise
to acknowledge that Chinese regulatory authorities could disallow your
corporate structure.
2.We note your response to comment 3, as well as your revised disclosure that "[a]s used
herein, references to the “Company”, “we”, “our”, “us”, and “Phoenix Rising” refer to
Phoenix Rising Companies, a Nevada corporation, and its subsidiaries, unless the context
otherwise indicates."  Please refrain from using single terms to encompass both
the entity in which shareholders own interest in and the entity that is conducting

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the business operations.  Please maintain this distinction throughout the filing and at all
times make the disclosure clear to shareholders in which entity they are owners and which
entity is conducting the business operations.
3.We note your response to comment 4.  Please amend your summary risk factors sections
to state that, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong
Kong entity, the funds may not be available to fund operations or for other use outside of
the PRC/Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries, by the PRC government to transfer
cash. Provide cross-references to these other discussions.
4.We note your response to comment 5 and your revised disclosure on page 4.  Please revise
your structure chart to clearly show all subsidiaries that are directly owned by you and, if
applicable, any subsidiaries that are owned by other individuals and/or entities.  In
addition, clearly identify the entity in which shareholders own their interest and the
entity(ies) in which the company’s operations are conducted.   Also, identify the person
and/or entities that own the balance of ownership of Worx America, Inc. and Shenzhen
Amuli Industrial Development Co. Ltd.
5.We note your response to comment 7 and we reissue it in part.  Please disclose each
permission or approval that you and your subsidiaries are required to obtain from Chinese
authorities to operate your business and to offer securities to foreign investors.
Additionally, we note that you have not relied on the opinion of counsel with respect to
your conclusions regarding permissions and approvals. Please state as much and explain
why such an opinion was not obtained.
Summary of Risk Factors Related to China, page 7
6.We note your revisions in response to comment 6.  Please include a summary risk
factor that explains that rules and regulations in China can change quickly with little
advance notice.  For each risk factor listed in this section, please provide a cross-reference
to each coordinating risk factor.  A general reference to the page number of the beginning
of the risk factors section is not sufficient for this purpose.
Item 1A. Risk Factors, page 11
7.We note your response to comment 8. However, we cannot locate your Holding Foreign
Companies Accountable Act risk factor.  Please advise.  Please revise your discussion of
HFCAA on page 6 to reflect the Consolidated Appropriations Act, 2023, and related
regulations and disclose how such developments will affect your company.
Item 7. Management's Discussion and Analysis of Financial Condition and results of Operations,
page 22
8.We note your written response and revised disclosure on page 17 concerning comment
11.  We reissue our comment. In the Management's Discussion and Analysis section,

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please provide a clear description of how cash is or can be transferred through your
organization. Disclose your intentions to distribute earnings or settle amounts owed.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, and its subsidiaries, and the direction of transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries to the parent company and U.S. investors. Provide cross-references to the
condensed consolidating schedule and consolidated financial statements. Additionally,
please revise to:

•state that, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong
Kong entity, the funds may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries, by the PRC
government to transfer cash.

•discuss whether there are limitations on your ability to transfer cash between you,
your subsidiaries, or investors.

•discuss any cash management policies that you have that dictate how funds are
transferred between you, your subsidiaries, or investors, summarize the policies, and
disclose the source of such policies (e.g., whether they are contractual in nature,
pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.

The disclosure here should not be qualified by materiality. Please make appropriate
revisions to your disclosure and revise to include cross-references to your other
discussions, as appropriate.
General
9.We note your response to comment 12, as well as your revised disclosure on page 8.
Please augment your disclosure to identify the director, and officer located in the
PRC/Hong Kong.

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            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Anderegg at 202-551-3342 or Cara Wirth at 202-551-7127 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas E. Puzzo