Quarterly Report for Quarter Ending April 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated October 30, 2023, for the year ended July 31, 2023 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, an operating Hong Kong Company and 100% of Phoenix Green Energy Sdn. Bhd., an operating Malaysia company, which are described below.

We have a physical office in Malaysia with address of 2-3 & 2-5 Bedford Business Park, Jalan 3/137B, 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 12-month period from July 1, 2019 to June 30, 2020, for an initial down payment of MYR 13,500 and additional bi-monthly payments in the amount of MYR 4,500 over the course of the lease. The Company had decided to renew the tenancy agreement for another 12 months' period at a monthly rental of MYR 6,500 from July 1, 2020 to June 30, 2021 with the landlord. The Company has further renewed the tenancy agreement for another 24 months with bi-monthly payments in the amount of MYR 7,500 over the course of the lease from July 1, 2021 to June 30, 2023.

On June 3, 2023, Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd. respectively rented the office space from landlord for a 24-month period from August 1, 2023 to July 31, 2025, with the respective initial deposit of MYR 6,850 and MYR 16,000, monthly payment in the amount of MYR 3,425 and MYR 8,000 for the period from August 1, 2023 to July 31, 2024 and monthly payment in the amount of MYR 3,726 and MYR 8,748 for the period from August 1, 2024 to July 31, 2025.

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.

Phoenix Green Energy Sdn. Bhd. is also engaged in providing renewable energy turnkey solutions from engineering, procurement, construction and commissioning ("EPCC") as well as financing services to domestic users, small businesses, corporate and institutional organization. We also provide associated services and products to complement our core services in EPCC, and construction and installation services. This includes provision of solar PV consulting and engineering services, O&M services, as well as supply of related equipment and ancillary construction materials such as PV module mounting system and gutters. Solar PV consulting and engineering services include preparation and submission of documentations to authorities, facility audit and site surveys, and providing seminars and training services.

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

●	Provide end-to-end services from engineering design, planning and procurement, construction and installation up to testing and commissioning;
●	Construction and installation of solar PV facilities including residential, commercial and industrial properties, and
●	Associated services and products to complement our core business in the provision of EPCC, and construction and installation services, including the provision of solar PV consulting and engineering, and operations and maintenance services, as well as supply of solar PV equipment and ancillary system such as gutter and mounting system.

Results of Operation

For the three months ended April 30, 2025 and 2024

Revenues

For the three months ended April 30, 2025 and 2024, the Company has generated revenue of $227,910 and $140,901 respectively. The revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

Cost of Revenue and Gross Margin

For the three months ended April 30, 2025 and 2024, cost incurred in providing consultancy services and installation servicesare $198,452 and $269,117 respectively. The Company generated gross profit/(loss) of $29,458 and $(128,216) for the three months ended April 30, 2025 and 2024 respectively.

General and administrative expenses

For the three months ended April 30, 2025 and 2024, we had incurred general and administrative expenses in the amount of $164,890 and $78,742. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Other Income

The Company recorded an amount of $22,561 and $9 as other income for the three months ended April 30, 2025 and 2024. This income is derived from the interest income and foreign exchange gain.

Net Loss

Our net loss for three months ended April 30, 2025 and 2024 were $115,119 and $212,310 respectively. The net loss mainly derived from the general and administrative expenses incurred.

For the nine months ended April 30, 2025 and 2024

Revenues

For the nine months ended April 30, 2025 and 2024, the Company has generated revenue of $320,540 and $1,073,259 respectively. The revenue represented income from solar PV system installation services, consultancy services provided to our customers on engineering, equipment procurement and transportation, construction on solar plant.

Cost of Revenue and Gross Margin

For the nine months ended April 30, 2025 and 2024, cost incurred in providing consultancy services and installation servicesare $289,135 and $1,149,608 respectively. The Company generated gross profit/(loss) of $31,405 and $(76,349) for the nine months ended April 30, 2025 and 2024 respectively.

General and administrative expenses

For the nine months ended April 30, 2025 and 2024, we had incurred general and administrative expenses in the amount of $415,816 and $278,228. These expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation expenses and depreciation.

Other Income

The Company recorded an amount of $42,947 and $27 as other income for the nine months ended April 30, 2025 and 2024. This income is derived from the interest income and foreign exchange gain.

Net Loss

Our net loss for nine months ended April 30, 2025 and 2024 were $346,760 and $369,057. The net loss mainly derived from the general and administrative expenses incurred.

Liquidity and Capital Resources

As of April 30, 2025 and 2024, we had cash and cash equivalents of $156,131 and $561,363. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

Cash Used In Operating Activities

For the nine months ended April 30, 2025 and 2024, net cash used in operating activities was $256,857 and $509,914 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 nine months ended April 30, 2025 and 2024, 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 nine months ended April 30, 2025 and 2024, the net cash used in investing activities was $1,438 and $2,350. The investing cash flow performance primarily reflects the purchase of plant and equipment.

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, 2025.

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.