The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated January 31, 2022, for the year ended July 31, 2021 and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.





Company Overview

Phoenix Plus Corp., a Nevada Corporation, is a company that operates through its wholly owned subsidiary, Phoenix Plus Corp., a Company organized in Labuan, Malaysia. It should be noted that our wholly owned subsidiary, Phoenix Plus Corp., owns 100% of Phoenix Plus International Limited, the operating Hong Kong Company which is described below. All of the previous entities share the same exact business plan.

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 2/137B, Batu 5, Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia which completed renovation in September 2019. The office space is 12,000 square feet and to date the company has spent $114,263 towards ongoing renovations. These renovations include, but are not strictly limited to, preparing the interior of the office space for the Company's use, improving functionality, and purchasing new office equipment. Our office space is rented by Phoenix Plus International Limited for a 24 months period from July 1, 2021 to June 30, 2023, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 7,500 over the course of the lease. The Company has an option to renew the tenancy for another 12 months period at a rental subject to mutual agreement with the landlord

Phoenix Plus Corp, through its Hong Kong subsidiary, is engaged in providing technical consultancy on solar power systems and consultancy on green energy solutions, with an additional focus on the commercialization of a targeted portfolio of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production. Our mission is to harness the power of the sun to meet the growing resource demands of sustainable 21st century development.

Our business is to market and sell solar power products, systems and services. Specifically, we intend to engage in the following:

? Install solar panels in both commercial and residential settings; and ? Develop and maintain solar parks.






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Results of Operation

For the three months ended January 31, 2022 and 2021





Revenues

For the three months ended January 31, 2022 and 2021, the Company has not generated revenue respectively. The revenue represented income from consultancy services provided to our customers on engineering, equipment procurement and transportation, and construction on solar plant.

Cost of Revenue and Gross Margin

For the three months ended January 31, 2022 and 2021, cost incurred arise in providing consultancy services are $0 and $21,118 respectively. The company generates a gross loss for the three months ended January 31, 2022 and 2021 of $0 and $21,118.

Selling and marketing expenses

For the three months ended January 31, 2022 and 2021, we had not incurred selling and marketing expenses.

General and administrative expenses

For the three months ended January 31, 2022 and 2021, we had incurred general and administrative expenses in the amount of $75,050 and $62,041. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.

For the three months ended January 31, 2022 and 2021, amortization of right-of-use is incurred in the amount of $9,870 and $7,338 respectively. It is for the rights-of-use asset of the account.





Other Income

The Company recorded an amount of $438 and $32,147 as other income for the three months ended January 31, 2022 and 2021. This income is derived from the interest income and foreign exchange gain.





Net Loss

Our net loss for three months ended January 31, 2022 and 2021 were $74,758 and $51,012. The net loss mainly derived from the general and administrative, and selling and marketing expenses incurred.





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Liquidity and Capital Resources

As of January 31, 2022 and July 31, 2021, we had cash and cash equivalents of $1,776,665 and $ 1,910,872. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the three months ended January 31, 2022, we have met these requirements primarily from the receipt of subscription for private placement shares.

Cash Provided by/ (Used In) Operating Activities

For the six months ended January 31, 2022 and 2021, net cash used and generate from operating activities was $134,207 and $240,809 respectively. The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses.

Cash Provided By Financing Activities

For the six months ended January 31, 2022 and 2021, net cash provided by financing activities was $0 and $0. The financing cash flow performance primarily reflects sale of common stock and collection of subscription receivables.

Cash Used In Investing Activities

For the six months ended January 31, 2022 and 2021, the net cash used in investing activities was $0 and $0. The cash used in investing activities was primarily due to subscription receivable that is related to the business investment.





Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of January 31, 2022.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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