The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2021 filed with the Securities and Exchange Commission on November 12, 2021 (the "Form 10-K") 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 financial statements and the notes to the 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 April 30, 2022 and 2021





Revenue

For the three months ended April 30, 2022 and 2021, the Company has generated revenue of $0 and $14,622 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 April 30, 2022 and 2021, cost incurred arise in providing consultancy services are $0 and $12,946 respectively. The Company generates a gross profit for the three months ended April 30, 2022 and 2021 of $0 and $1,676.

Selling and marketing expenses

For the three months ended April 30, 2022 and 2021, we had incurred selling and marketing expenses in the amount of $0 and $40,457. These expenses comprised of marketing events and conference to promote the company in Malaysia.

General and administrative expenses

For the three months ended April 30, 2022 and 2021, we had incurred general and administrative expenses in the amount of $159,839 and $94,842. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.





Other Income

The Company recorded an amount of $1,866 and $0 as other income for the three months ended April 30, 2022 and 2021. This income is derived from the interest income and foreign exchange gain.





Net Loss

Our net loss for three months ended April 30, 2022 and 2021 were $158,104 and $133,623. The net loss mainly derived from the general and administrative, and selling and marketing expenses incurred.

For the Nine Months ended April 30, 2022 and 2021





Revenue

For the nine months ended April 30, 2022 and 2021, the Company has generated revenue of $19,918 and $28,815 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 nine months ended April 30, 2022 and 2021, cost incurred arise in providing consultancy services are $16,328 and $43,131 respectively. The Company generates a gross profit of $3,590 for the nine months ended April 30, 2022 and a gross loss of $14,316 for the nine months ended April 30, 2021.

Selling and marketing expenses

For the nine months ended April 30, 2022 and 2021, we had incurred selling and marketing expenses in the amount of $0 and $40,457. These expenses comprised of marketing events and conference to promote the company in Malaysia.

General and administrative expenses

For the nine months ended April 30, 2022 and 2021, we had incurred general and administrative expenses in the amount of $304,243 and $202,520. These expenses are comprised of professional fees, listing consultancy fees, office and outlet operation expenses and depreciation.





Other Income

The Company recorded an amount of $37,457and $37,317 as other income for the nine months ended April 30, 2022 and 2021. This income is derived from interest income and foreign exchange gain.





Net Loss

Our net loss for nine months ended April 30, 2022 and 2021 were $263,531 and $219,976. 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 April 30, 2022 and 2021, we had cash and cash equivalents of $1,683,548 and $1,923,933. 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.

Cash Generated From/(Used In) Operating Activities

For the nine months ended April 30, 2022, net cash used in operating activities was $227,324. The increase in cash used in operating activities was mainly for payment of general and administrative expenses, and selling and marketing expenses. For the nine months ended April 30, 2021, net cash generated from operating activities was $515,885. The increase of cash generate was mainly because of the IPO fund received from investors.

Cash Provided By Financing Activities

For the nine months ended April 30, 2022 and 2021, net cash provided by financing activities was $0 and $0.

Cash Provided By Investing Activities

For the nine months ended April 30, 2022 and 2021, the net cash used in investing activities was $0 and $0.





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 April 30, 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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