UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2017
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

(Mark One)

333-209591

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

or

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 333-209591

Commission File Number

Phoenix Apps Inc.

(Exact name of registrant as specified in its charter)

Nevada 61-1779183
(State or other jurisdiction of incorporation or organization) (~~I.R.S.~~IRS Employer Identification No.)
1258 – 720 King Street West, Suite 200, Toronto, Ontario, Canada M5V 3S5
(Address of principal executive offices) (Zip Code)

125-720 King Street West Suite 2000 Toronto, Ontario, Canada M5V 3S5
(Address of principal executive offices) (Zip Code)

(239) 451-36016

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (~~239~~1) ~~451-3016~~has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ YES x NO

~~(Registrant’s~~Indicate ~~telephone~~by ~~number~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~including~~if ~~area~~any, ~~code~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ YES x NO

~~_______________________________________________________________~~ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~(Former~~Large ~~name,~~accelerated ~~former~~filer ~~address~~o ~~and~~Accelerated ~~former~~filer ~~fiscal~~o ~~year,~~Non-accelerated filer o (Do not check if ~~changed~~a ~~since~~smaller ~~last~~reporting ~~report~~company) Smaller reporting company x Emerging growth company x

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ~~(1)~~ has ~~filed~~elected ~~all~~not ~~reports required~~ to beuse ~~filed by Section 13 or 15(d) of~~ the ~~Securities~~extended ~~Exchange~~transition ~~Act~~period offor ~~1934~~complying ~~during~~with ~~the~~any ~~preceding~~new ~~12 months (~~or ~~for~~revised ~~such~~financial ~~shorter~~accounting ~~period~~standards ~~that~~provided ~~the~~pursuant ~~registrant was required~~ to ~~file~~Section ~~such reports), and~~ 13(2a) ~~has~~of ~~been subject to such filing requirements for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes ¨~~ ~~No x~~¨

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~shell ~~and~~company ~~posted~~(as ondefined ~~its~~in ~~corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Act)~~. Yes~~ ¨ No YES x NO

~~Indicate~~APPLICABLE byONLY ~~check~~TO ~~mark~~ISSUERS ~~whether~~INVOLVED ~~the~~IN registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.BANKRUPTCY

~~Large~~PROCEEDINGS ~~accelerated~~DURING ~~filer~~THE ¨PRECEDING ~~Accelerated~~FIVE ~~filer ¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company)~~YEARS

~~Indicate~~Check ~~by check mark~~ whether the registrant ishas afiled ~~shell~~all ~~company~~documents ~~(as~~and ~~defined~~reports inrequired ~~Rule~~to ~~12b-2~~be filed by Sections 12, 13 or 15(d) of the Exchange Act). ~~Yes~~after the distribution of securities under a plan confirmed by a court. ¨ NoYES ¨ xNO

APPLICABLE ONLY TO CORPORATE ISSUERS

AsIndicate ofthe ~~May~~number ~~17,~~of ~~2017,~~shares ~~Phoenix~~outstanding ~~Apps~~of ~~Inc.~~each ~~had~~of ~~45,300,000~~the ~~shares~~issuer’s classes of common stock, ~~issued~~as ~~and~~of ~~outstanding~~the latest practicable date.

~~(Indicate~~45,300,000 ~~the~~common ~~number~~shares ofissued ~~shares~~and outstanding ofas ~~each~~ of ~~the~~November ~~issuer’s classes of common stock~~7, ~~as of the latest practicable date~~2017.)

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

		Page
PART I - FINANCIAL INFORMATION
PART I – Financial Information
Item 1.	Financial Statements	3
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13
Item 4.	Controls and Procedures	14
Item 4.	Controls and Procedures		13
PART II - OTHER INFORMATION
PART II – Other Information
Item 1.	Legal Proceedings	15
Item 1.	Legal Proceedings		14
Item 1A.	Risk Factors	15
Item 1A.	Risk Factors		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.	Defaults Upon Senior Securities	15
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosures	15
Item 4.	Mine Safety Disclosures		14
Item 5.	Other Information	15
Item 5.	Other Information		14
Item 6.	Exhibits	16
Item 6.	Exhibits		15
SIGNATURES		17
	Signatures		16

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PHOENIX APPS INC.

Condensed Balance Sheets

	March31,2017			December 31,2016
	June30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	141,~~346~~086		$	14,392
Total Current Assets		141,~~346~~086			14,392
TOTAL ASSETS		141,~~346~~086			14,392
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	3055,~~343~~535		$	28,087
Accrued Interest		~~241~~519			-
Total Current Liabilities		3056,~~584~~054			28,087
Note Payable		21,977			-
Total Liabilities		5278,~~561~~031			28,087
Stockholders’ Deficit
Preferred stock: 10,000,000 authorized; $0.002 par value no shares issued and outstanding
Common Stock: 190,000,000 authorized; $0.002 par value 45,300,000 shares issued and outstanding		90,600			90,600
Additional paid-in capital		107,500			107,500
Accumulated deficit		(~~236~~275,~~315~~045	)		(211,795	)
Total Stockholders’ Deficit		(3876,~~215~~945	)		(13,695	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	141,~~346~~086		$	14,392

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PHOENIX APPS INC.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2017			2016			2017			2016
REVENUE, NET OF FEES	$	~~591~~667		$	~~2,530~~977		$	1,258		$	3,507
OPERATING EXPENSES
Professional fees		~~750~~22,703			6,~~775~~413			23,453			13,188
Software development		~~4,490~~775			~~600~~8,220			5,265			8,820
General and administrative		1915,~~630~~641			39,~~674~~730			35,271			13,404
Total Operating Expenses		2439,~~870~~119			1124,~~049~~363			63,989			35,412
LOSS FROM OPERATIONS		(2438,~~279~~452	)		(823,~~519~~386	)		(62,731	)		(31,905	)
OTHER EXPENSES
Interest expense		(~~241~~278	)		-			(519	)		-
		(241	)		-
		(278	)		-			(519	)		-
LOSS BEFORE INCOME TAXES		(2438,~~520~~730	)		(823,~~519~~386	)		(63,250	)		(31,905	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(2438,~~520~~730	)	$	(823,~~519~~386	)	$	(63,250	)	$	(31,905	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		45,300,000			30,300,000			45,300,000			30,300,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PHOENIX APPS INC.

Condensed Statements of Cash Flows

(~~unaudited~~Unaudited)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2463,~~520~~250	)	$	(831,~~519~~905	)
Changes in operating assets and liabilities:
Accounts receivable		-			(~~712~~1,082	)
Accounts payable and accrued liabilities		2,256			2,456
Prepaid expenses		-			(3,294	)
Accrued interest		241			-
Accounts payable and accrued liabilities		27,448			16,176
Net cash used in operating activities		(22,023	)		(6,775	)
Accrued interest		519			-
Net cash used in operating activities		(35,283	)		(20,105	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferring offering costs		-			(1225,~~500~~000	)
Advances from related party					19,375
Investor deposits		-			65,947
Advances from related party		-			33,714
Proceeds from promissory notes – related party		-			7,923
Repayment to advances and promissory notes – related party		-			(41,637	)
Proceeds from promissory note		21,977			-
Net cash provided by financing activities		21,977			640,~~875~~947
Net increase (decrease) in cash and cash equivalents		(4613,306	)		~~100~~20,842
Cash and cash equivalents - beginning of period		14,392			-
Cash and cash equivalents - end of period	$	141,~~346~~086		$	~~100~~20,842
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PHOENIX APPS INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2017

(~~unaudited~~Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Phoenix Apps Inc. (the “Company” or we), was incorporated in the State of Nevada on November 18, 2015 and commenced operations on November 30, 2015. The Company develops Android and Apple mobile applications. The Company’s fiscal year end is December 31.

On November 30, 2015, we acquired a portfolio of mobile software applications for smartphones and tablets (“Apps”) pursuant to an Asset Purchase Agreement (the “Agreement”), by and between the Company and third parties.

Under the terms of the Agreement the parties agreed to sell certain assets, properties and contractual rights to the Company for $60,000 (the “Acquisition”). The $60,000 was paid by a related party and subsequently the Company provided 30,000,000 shares of common stock to the related party for the $60,000 payment and for $12,500 payment for legal fees. Further under the terms of the Agreement, the Company will employee two managers for a minimum term of one year. In addition, the individuals will be entitled to 10% of the Company’s annual profits as defined by the Agreement. The Company allocated the $60,000 purchase price to intangible assets as the assets purchased were without physical substance, and were paid by the related party. The intangible asset value was recorded as the full purchase price, and subsequently impaired as at December 31, 2015. Further under the terms of the Agreement the employees were issued a total of 300,000 shares of common stock valued at par, $0.002 per share.

On May 13, 2016, the Company’s offering of 15,000,000 shares at $0.01 per share for total proceeds of $150,000 received a notice of effect from the Securities and Exchange Commission and the Company commenced raising capital to fully implement its business plan. The offering was closed, and proceeds of $150,000 were received in relation to the 15,000,000 shares being issued, of which $25,000 was recorded as additional paid-in capital resulting from direct legal costs to complete the offering.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 605,”Revenue Recognition.”

The Company recognizes revenue from services only when all of the following criteria have been met:

	i)	Persuasive evidence for an agreement exists;
	ii)	Service has been provided;
	iii)	The fee is fixed or determinable; and,
	iv)	Collection is reasonably assured.

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Revenue related to multi-media downloads is fully recognized when the above criteria are met.

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Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

ASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

Research and Development Expenses

We follow ASC 730-10, “Research and Development,” and expense research and development costs when incurred. Accordingly, research and development costs for Software and Apps are expensed when the work has been performed or milestone results have been achieved. Research and development costs of $45,~~490~~265 and $~~600~~8,820 were incurred for the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016, respectively.

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016.

Recent accounting pronouncements

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

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In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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NOTE 3 – GOING CONCERN

As of the ~~three~~six months ended ~~March~~June 3130, 2017, the accumulated deficit of the Company is $~~236~~275,~~315~~045. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2017 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

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NOTE 4 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors.

NOTE 5 - NOTES PAYABLE

On January 11, 2017, the Company issued a Promissory Note for $21,977. The note bears interest at a rate of 5% per annum and the maturity date is December 31, 2019.

As of ~~March~~June 3130, 2017, the accrued interest related to this promissory note was $~~241~~519.

NOTE 6 – STOCKHOLDER’S EQUITY

Preferred Stock

The Company has authorized 10,000,000 preferred shares with a par value of $0.002 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.

Common Stock

The Company has authorized 190,000,000 common shares with a par value of $0.002 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of ~~March~~June 3130, 2017 and December 31, 2016, the Company has 45,300,000 shares of common stock issued and outstanding.

During the year ended December 31, 2016, the Company received proceeds in the total amount of $150,000 from investors under the Company’s current offering at $0.01 per share, of which $25,000 was recorded as additional paid-in capital resulting from direct legal costs to complete the offering. A total of 15,000,000 common shares related to the offering were issued on October 10, 2016.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to ~~March~~June 3130, 2017 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition ~~and~~or ~~Results~~Plan of ~~Operations.~~Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. ~~These~~In ~~statements~~some ~~often~~cases, you can beidentify ~~identified~~forward-looking statements by ~~the~~terminology ~~use of terms~~ such as “may,”, “~~will,~~should”, “~~expect,~~expects”, “~~believe,~~plans”, “~~anticipate~~anticipates”, “believes”, “~~estimate~~estimates”, “predicts”, “~~approximate~~potential” or “continue,” or the negative ~~thereof.~~of Wethese ~~intend~~terms ~~that~~or ~~such~~other ~~forward-looking~~comparable ~~statements~~terminology. beThese ~~subject~~statements toare ~~the~~only ~~safe~~predictions ~~harbors~~and ~~for~~involve ~~such~~known ~~statements.~~and Weunknown ~~wish~~risks, touncertainties ~~caution~~and ~~readers~~other ~~not~~factors tothat ~~place~~may ~~undue~~cause ~~reliance~~our onor ~~any~~our ~~such~~industry’s ~~forward-looking~~actual ~~statements~~results, ~~which~~levels ~~speak~~of ~~only~~activity, asperformance ofor ~~the~~achievements ~~date~~to ~~made.~~be ~~Any~~materially ~~forward-looking~~different ~~statements~~from ~~represent~~any ~~management’s~~future ~~best~~results, ~~judgment~~levels asof toactivity, ~~what~~performance ~~may~~or ~~occur~~achievements inexpressed ~~the~~or ~~future.~~implied ~~However,~~by these forward-looking statements. ~~are~~Although ~~subject~~we tobelieve ~~risks,~~that ~~uncertainties~~the ~~and~~expectations ~~important~~reflected ~~factors~~in ~~beyond~~the ~~our~~forward-looking ~~control~~statements ~~that~~are ~~could~~reasonable, ~~cause~~we ~~actual~~cannot guarantee future results, ~~and~~levels ~~events~~of toactivity, ~~differ~~performance ~~materially~~or ~~from~~achievements. ~~historical~~Except ~~results~~as ofrequired ~~operations~~by ~~and~~applicable ~~events~~law, ~~and~~including ~~those~~the ~~presently~~securities ~~anticipated~~laws orof ~~projected.~~the WeUnited ~~disclaim~~States, ~~any~~we ~~obligation~~do ~~subsequently~~not intend to ~~revise~~update any of the forward-looking statements to ~~reflect~~conform ~~events~~these orstatements ~~circumstances after the date of such statement or~~ to ~~reflect~~actual ~~the occurrence of anticipated or unanticipated events~~results.

AsOur ~~used~~consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report,. ~~the~~The ~~terms~~following ~~“we”,~~discussion ~~“us”,~~contains “forward-looking statements that reflect our” plans, estimates and ~~“our~~beliefs. ~~company”~~Our ~~means~~actual ~~Phoenix~~results ~~Apps~~could ~~Inc~~differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, ~~unless~~but ~~otherwise~~are ~~indicated~~not limited to, those discussed below and elsewhere in this quarterly report.

WeUnless ~~were~~otherwise ~~originally~~specified ~~organized as a corporation~~ in ~~the~~this ~~State~~quarterly ~~of Nevada on November 18~~report, ~~2015,~~all ~~and~~dollar onamounts ~~November~~are ~~30,~~expressed ~~2015,~~in weUnited ~~acquired~~States adollars ~~portfolio of mobile software applications for smartphones~~ and ~~tablets~~all ~~(“Apps”)~~references ~~pursuant~~ to ~~an Asset Purchase Agreement, entered into by and between the Company and the owners of the Apps, Corey Wadden and Saba Mirzaagha, both individuals residing in Ontario, Canada (~~“~~Asset~~common ~~Purchase Agreement~~stock”). ~~Pursuant~~refer to ~~the~~shares ~~Asset Purchase Agreement, we purchased the portfolio~~ of ~~Apps~~our ~~from~~common Mrstock. Wadden and Mr. Mirzaagha for an aggregate purchase price of $60,000 and entered into an employment agreement with each of them. Pursuant to the employment agreements, which are effective January 6, 2016, each of Mr. Wadden and Mr. Mirzaagha are required to devote at least ten (10) hours per week to the Company’s business during their term of employment, which is for a minimum of one (1) year. After one (1) year, either party may terminate the agreement upon sixty (60) days notice to the other party.

~~Under~~As ~~each~~used ~~employment~~in ~~agreement,~~this wequarterly ~~agreed~~report, ~~to provide to Mr. Wadden and Mr. Mirzaagha each: (a) five hundred dollars ($500.00) for~~ the ~~first~~terms ~~three (3) months following the effective date of January 6~~“we”, ~~2016; (b) one thousand dollars ($1~~“us”,~~000.00)~~ ~~per~~“our ~~month thereafter; (c) 150~~company”,~~000~~ ~~restricted~~mean ~~shares~~Phoenix ofApps ~~the Company’s common stock effective November 30, 2015; and (d) an appointment to our Board of Directors~~Inc. ~~In addition~~, ~~after~~a ~~the~~Nevada ~~effective date of January 6~~corporation, ~~2016,~~unless asotherwise ~~an incentive payment, each of Mr~~indicated. Wadden and Mr. Mirzaagha will be paid ten percent (10%) of the Company’s profits (with “profits” defined as the Company’s total revenue minus total expenses) on an annual basis while they are employed by the Company, pro-rated for partial years.

WeCorporate offer free Apps and paid Apps. Consumers download our Apps through the Apple App Store or the Amazon App Store. We believe that we have a unique strategy which we will utilize for our App development process. There are three essential steps which we will follow from inception to release.Overview

~~Analyze~~We -were Weoriginally ~~study~~organized as a corporation in the ~~market~~State of Nevada on November 18, 2015, and on November 30, 2015, we acquired a ~~regular~~portfolio ~~daily~~of ormobile ~~weekly~~software ~~basis~~applications for smartphones and ~~study~~tablets (“Apps”) pursuant to an Asset Purchase Agreement, entered into by and between the ~~top~~Company ~~selling~~and the owners of the Apps, Corey Wadden and ~~popular~~Saba ~~new~~Mirzaagha, ~~apps~~both individuals residing in ~~order~~Ontario, Canada (“Asset Purchase Agreement”). Pursuant to ~~discern~~the ~~what~~Asset ~~makes~~Purchase ~~these~~Agreement, ~~apps~~we ~~popular~~purchased the portfolio of Apps from Mr. Wadden and ~~appealing~~Mr. Mirzaagha for an aggregate purchase price of $60,000 and entered into an employment agreement with each of them. Pursuant to the employment agreements, which are effective January 6, 2016, each of Mr. Wadden and Mr. Mirzaagha are required to devote at least ten (10) hours per week to the Company’s business during their term of employment, which is for a minimum of one (1) year. After one (1) year, either party may terminate the agreement upon sixty (60) days notice to the other party.

~~Emulate~~Under –each ~~After~~employment ~~studying the market~~agreement, we ~~screen~~agreed ~~top~~to ~~apps~~provide to Mr. Wadden and Mr. Mirzaagha each: (a) five hundred dollars ($500.00) for ~~ones~~the ~~that~~first wethree ~~feel~~(3) wemonths ~~can~~following ~~improve~~the oneffective date of January 6, ~~cost~~2016; ~~effectively~~(b) ~~and~~one ~~efficiently.~~thousand Wedollars ~~take~~($1,000.00) ~~apps~~per ~~that~~month ~~have~~thereafter; a(c) ~~proven~~150,000 ~~demand~~restricted inshares of the ~~marketplace~~Company’s common stock effective November 30, ~~emulate~~2015; and (d) an appointment to our Board of Directors. In addition, after the ~~core~~effective ~~concept~~date ~~and~~of ~~create~~January ~~what~~6, we2016, ~~believe~~as toan incentive payment, each of Mr. Wadden and Mr. Mirzaagha will be apaid ~~better~~ten ~~product~~percent (10%) of the Company’s profits (with “profits” defined as the Company’s total revenue minus total expenses) on an annual basis while they are employed by the Company, pro-rated for partial years.

Table of Contents

~~Development –~~We ~~The~~offer ~~development~~free isApps ~~done~~and ~~both~~paid ~~locally~~Apps. ~~and~~Consumers ~~overseas,~~download ~~depending~~our onApps through the ~~complexity~~Apple ofApp Store or the Amazon App, ~~number~~Store. ofWe ~~anticipated~~believe ~~changes~~that ~~during~~we have a unique strategy which we will utilize for our App development ~~and~~process. ~~price~~There are three essential steps which we will follow from inception to release.

~~The~~Analyze ~~markets~~- ~~for~~We ~~our~~study ~~Apps~~the ~~are~~market ~~characterized~~on bya ~~rapid~~regular ~~technological~~daily ~~change,~~or ~~particularly~~weekly inbasis ~~the technical capabilities of smartphones~~ and ~~tablets,~~study ~~and~~the ~~changing~~top ~~end-user~~selling ~~preferences. Therefore, we will be required to continuously invest capital to innovate~~ and ~~publish~~popular new ~~Apps~~apps ~~and~~in ~~modify~~order ~~existing Apps. We cannot assure that we will have adequate capital~~ to ~~develop~~discern ~~new~~what ~~Apps~~makes orthese ~~modify~~apps ~~existing~~popular ~~Apps,~~and ~~or that we will be successful in creating new Apps~~appealing.

~~Competition~~Emulate – After studying the market, we screen top apps for ones that we feel we can improve on, cost effectively and efficiently. We take apps that have a proven demand in the marketplace, emulate the core concept and create what we believe to be a better product.

WeDevelopment ~~believe~~– ~~that~~The ~~the~~development ~~Apps~~is ~~have~~done ~~the~~both ~~following~~locally ~~strengths~~ and ~~weaknesses~~overseas, ~~relative~~depending toon the ~~competition~~complexity inof the ~~market:~~App, number of anticipated changes during development and price.

~~Strengths~~The markets for our Apps are characterized by rapid technological change, particularly in the technical capabilities of smartphones and ~~Opportunities~~tablets, and changing end-user preferences. Therefore, we will be required to continuously invest capital to innovate and publish new Apps and modify existing Apps. We cannot assure that we will have adequate capital to develop new Apps or modify existing Apps, or that we will be successful in creating new Apps.

~~- Unique and novel apps and reliable source codes. The market currently includes many apps which are copycat apps; our Apps however are original and novel in their category.~~Competition

- We believe that wethe ~~can~~Apps ~~increase~~have ~~our revenue from~~ the ~~development~~following ofstrengths ~~new apps~~ and ~~improving~~weaknesses, ~~certain~~relative ~~apps~~to ~~that~~the ~~already~~competition ~~exist~~in ~~within~~the ~~our portfolio.~~market:

~~Weaknesses~~Strengths and Opportunities

- ~~Lack~~Unique ofand ~~marketing:~~novel ~~Our~~apps ~~most~~and ~~significant~~reliable ~~weakness~~source iscodes. ~~that~~The wemarket ~~have~~currently ~~never~~includes ~~had~~many ~~sufficient~~apps ~~capital~~which toare ~~undertake~~copycat ~~any~~apps; ~~amount~~our ofApps ~~marketing.~~however ~~If we~~ are ~~unable~~original toand ~~generate~~novel ~~sufficient revenue or financing, we will not have funds to be used~~ in ~~marketing~~their ~~to grow our business~~category.

- ~~Android~~We OSbelieve ~~updates.~~that So far the Apps have been updated to the latest available Android 6.0 Marshmallow version, but future updates could break some functionalities. With each Android update, some of our Apps’ functionalities become unusable and we ~~must~~can ~~then~~increase ~~update~~ our ~~Apps~~revenue tofrom ~~cure~~the ~~such~~development ~~broken functionalities. Typically, users~~ of ~~Android devices download~~ new ~~operating~~apps ~~systems a slow pace~~ and ~~therefore~~improving itcertain isapps ~~anticipated~~ that italready ~~will~~exist ~~take~~within atour ~~least 2 years for the effects to be realized~~portfolio.

- Workability. We cannot guarantee that we can make all of our Apps will work with all versions of Android devices. Therefore, we must predict how our customer base will adopt new Android operating system versions and modify our Apps to work with the highest percentage of its customers’ devices.Weaknesses

~~Target~~- ~~Market~~Lack of marketing: Our most significant weakness is that we have never had sufficient capital to undertake any amount of marketing. If we are unable to generate sufficient revenue or financing, we will not have funds to be used in marketing to grow our business.

~~Phoenix~~- ~~Apps~~Android isOS ~~focused~~updates. onSo ~~operating~~far ~~through~~the Apps have been updated to the ~~Apple~~latest ~~App~~available ~~Store~~Android 6.0 Marshmallow version, but future updates could break some functionalities. With each Android update, some of our Apps’ functionalities become unusable and we must then update our Apps to cure such broken functionalities. Typically, users of Android devices download new operating systems a slow pace and therefore it is anticipated that it will take at least 2 years for the ~~Amazon~~effects ~~App~~to ~~Store~~be realized.

~~Marketing~~- ~~Strategy~~Workability. We cannot guarantee that we can make all of our Apps will work with all versions of Android devices. Therefore, we must predict how our customer base will adopt new Android operating system versions and modify our Apps to work with the highest percentage of its customers’ devices.

OnTarget the majority of the Apps we will develop, we intend to offer a free basic version to advertise for a paid premium version of the same App. We believe that free Apps will create the most opportunities for downloads of our Apps.Market

WePhoenix ~~will study analytics related to number of downloads of our~~ Apps, ~~daily~~is ~~rankings~~focused ofon ~~our~~operating ~~Apps~~through in the Apple App Store and the Amazon App Store~~, how often users use the Apps after purchasing, and sales of Apps~~. ~~We will use the analytics to make changes to our Apps in an effort to increase sales of the Apps.~~

WeMarketing ~~also intend to utilize Facebook, Twitter, and YouTube in an effort to build a customer base for our Apps.~~Strategy

11On ~~Table~~the majority of ~~Contents~~the Apps we will develop, we intend to offer a free basic version to advertise for a paid premium version of the same App. We believe that free Apps will create the most opportunities for downloads of our Apps.

~~Results~~11 Table of ~~Operations~~Contents

~~For~~We ~~the~~will ~~three~~study ~~(3)~~analytics ~~month~~related ~~period~~to ~~ended~~number ~~March~~of 31downloads ~~2017~~of our Apps, wedaily ~~generated~~rankings ~~$591~~of our Apps in ~~revenue~~the ~~and~~Apple aApp ~~net~~Store ~~loss~~and ofAmazon ~~$24~~App Store,~~520.~~ ~~Our~~how ~~net~~often ~~loss~~users ~~was~~use the ~~result~~Apps ofafter ~~interest expense of $241~~purchasing, and ~~operating~~sales ~~expenses~~ of ~~$24,279,~~Apps. ~~which~~We ~~consisted~~will ofuse ~~$750~~the inanalytics ~~professional~~to ~~fees,~~make ~~$19,630~~changes into ~~general~~our ~~and~~Apps ~~administrative~~in ~~expenses~~an ~~and~~effort ~~$4,490~~to inincrease ~~software~~sales ~~development~~of the Apps.

~~For~~We ~~the~~also ~~three~~intend ~~(3)~~to ~~month~~utilize ~~period ended March 31~~Facebook, ~~2016~~Twitter, ~~we generated $2,530 in revenue~~ and aYouTube ~~net loss of $8,519. Our net loss was the result of operating expenses of $11,049, which consisted of $6,775~~ in ~~professional~~an ~~fees,~~effort ~~$3,674~~to inbuild ~~general~~a ~~and~~customer ~~administrative~~base ~~expenses~~for ~~and~~our ~~$600 in software development~~Apps.

~~Capital~~Results ~~Resources~~of ~~and Liquidity~~Operations

~~Cash~~The ~~Flows~~following table provides selected financial data about our company for the period ended June 30, 2017 and the year ended December 31, 2016.

Operating Activities

	June 30, 2017			December 31, 2016			Change			%
Cash and cash equivalents	$	1,086		$	14,392		$	(13,306	)		(92	)
Total Assets	$	1,086		$	14,392		$	(13,306	)		(92	)
Total Liabilities	$	78,031		$	28,087		$	49,944			178
Stockholders’ Deficit	$	(76,945	)	$	(13,695	)	$	(63,250	)		462

~~For~~The ~~the~~following ~~three~~summary ~~(3)~~of ~~months~~our ~~ended~~results ~~March~~of 31operations, ~~2017, net cash used in operating activities was $22,023. The negative cash flow~~ for the three ~~(3)~~and six months ended ~~March~~June 3130, 2017 ~~related to our net loss of $24~~,~~520,~~ ~~adjusted~~should ~~for~~be anread ~~increase of $2,256~~ in ~~accounts~~conjunction ~~payable~~with ~~and~~our ~~accrued~~financial ~~liabilities~~statements, ~~and~~as anincluded ~~increase of $241~~ in ~~accrued~~this ~~interest.~~Form 10-Q.

~~For~~Three ~~the three (3)~~ months ~~ended~~ending ~~March~~June 3130, ~~2016,~~2017 ~~net~~compared ~~cash~~to ~~used in operating activities was $6,775. The negative cash flow for the~~ three ~~(3)~~ months ~~ended~~ending ~~March~~June 3130, 2016 ~~related to our net loss of $8,519, adjusted for a decrease of $712 in accounts receivable, and an increase of $2,456 in accounts payable and accrued liabilities.~~ :

Financing Activities

	Three Months Ended
	June 30, 2017			June 30, 2016			Change			%
Revenue	$	667		$	977		$	(310	)		(32	)
Professional fees		22,703			6,413			16,290			254
Software development		775			8,220			(7,445	)		(91	)
General and administrative		15,641			9,730			5,911			61
Interest expense		278			-			278			-
Net loss	$	(38,730	)	$	(23,386	)	$	14,724			(63	)

For the three ~~(3)~~ months ended ~~March~~June 3130, 2017 ~~net~~we ~~cash~~had ~~provided~~revenue ~~from~~of ~~financing activities was~~ $~~21,977.~~667 ~~The~~compared ~~positive~~to ~~cash~~revenue ~~flow~~of ~~from~~$977 ~~financing activities~~ for ~~such~~the ~~period~~three ~~was~~months ~~comprised~~ended ofJune ~~$21~~30,~~977~~ ~~in proceeds from a promissory note~~2016.

For the three ~~(3)~~ months ended ~~March~~June 3130, ~~2016~~2017, ~~net~~we ~~cash~~incurred ~~provided~~$22,703 ~~from~~in ~~financing~~professional ~~activities~~fees, ~~was~~$775 in software development, $615,~~875.~~641 ~~The~~in ~~positive~~general ~~cash~~and ~~flow~~administrative ~~from~~expenses ~~financing~~and ~~activities~~$278 ~~for~~in ~~such~~interest ~~period~~expense, ~~was~~resulting ~~comprised~~in net loss of $1238,~~500~~730. For the three months ended September 30, 2016, we incurred $6,413 in ~~deferred~~professional ~~offering~~fees, ~~costs~~$8,220 in software development and $199,~~375~~730 in ~~advances~~general ~~received~~and ~~from~~administrative aexpenses, ~~related~~resulting ~~party~~in net loss of $23,386. The increase in net loss for the three months ended June 30, 2017 compared to June 30, 2016 was primarily attributed to the increase in audit and legal fees related to the Company’s SEC filings.

~~Liquidity~~Six months ending June 30, 2017 compared to Six months ending June 30, 2016:

To date, we have funded our operations primarily with capital provided by our largest shareholder, proceeds from a promissory note, income from operations, and proceeds from our offering of common stock. We do not currently have commitments in regards to fixed costs.

	Six Months Ended
	June30, 2017			June 30, 2016			Change			%
Revenue	$	1,258		$	3,507		$	(2,249	)		(64	)
Professional fees		23,453			13,188			10,265			78
Software development		5,265			8,820			(3,555	)		(40	)
General and administrative		35,271			13,404			21,867			163
Interest expense		519			-			519			-
Net loss	$	(63,250	)	$	(31,905	)	$	26,847			(84	)

As12 ofTable ~~March 31, 2017 the Company had $14,346 in cash on hand, compared to $14,392~~ of cash on hand as of December 31, 2016. Since the Company is unable to reasonably project its future revenue, it must presume that it will not generate revenue to sustain its operations during 2017 based on its current operating plan and condition. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. Contents

~~Off-balance~~For ~~sheet~~the ~~arrangements~~six months ended June 30, 2017 we had revenue of $1,258 compared to revenue of $3,507 for the six months ended June 30, 2016.

~~The~~For ~~Company~~the ~~has~~six nomonths ~~off-balance~~ended ~~sheet~~June ~~arrangements~~30, ~~that~~2017, ~~have~~we orincurred ~~are~~$23,453 ~~reasonably~~in ~~likely~~professional tofees, ~~have~~$5,265 ain ~~current~~software ordevelopment ~~future~~and ~~effect~~$35,271 orin ~~change~~general onand ~~the~~administrative ~~Company’s~~expenses ~~financial~~and ~~condition,~~$519 ~~revenues~~in orinterest ~~expenses~~expense, ~~results~~resulting ofin ~~operations,~~net ~~liquidity,~~loss ~~capital~~of ~~expenditures~~$63,250. orFor ~~capital~~the ~~resources~~six ~~that~~months ~~are~~ended ~~material~~June to30, ~~investors.~~2016, ~~The~~we ~~term~~incurred ~~“off-balance~~$13,188 ~~sheet~~in ~~arrangement”~~professional ~~generally~~fees, ~~means any transaction~~$8,820 ~~agreement~~in orsoftware ~~other~~development ~~contractual~~and ~~arrangement~~$13,404 toin ~~which~~general anand ~~entity~~administrative ~~unconsolidated~~expenses, ~~with~~resulting ~~the~~in ~~Company~~net isloss aof ~~party~~$31,905. ~~under~~The ~~which~~increase ~~the~~in ~~Company~~net ~~has~~loss ~~(i)~~for ~~any~~the ~~obligation~~six ~~arising~~months ~~under~~ended aJune ~~guarantee contract~~30, ~~derivative~~2017 ~~instrument~~compared orto ~~variable~~June ~~interest;~~30, or2016 ~~(ii)~~was aprimarily ~~retained~~attributed orto ~~contingent~~the ~~interest~~increase in ~~assets~~audit ~~transferred~~and tolegal ~~such~~fees ~~entity~~related orto ~~similar~~the ~~arrangement~~Company’s ~~that~~SEC ~~serves~~filings asand ~~credit,~~increase ~~liquidity~~in ortransfer ~~market~~agent ~~risk~~and ~~support~~filing ~~for such assets~~fees.

12Liquidity ~~Table~~and ofCapital ~~Contents~~Resources

~~Reports~~To date, we have funded our operations primarily with capital provided by our largest shareholder, proceeds from a promissory note, income from operations, and proceeds from our offering of common stock. We do not currently have commitments in regards to ~~Security~~fixed ~~Holders~~costs.

WeAs ~~will~~of ~~make~~June ~~available~~30, ~~free~~2017 ofthe ~~charge~~Company ~~any~~had $1,086 in cash on hand, compared to $14,392 of ~~our~~cash ~~filings~~on hand as ~~soon~~of asDecember ~~reasonably~~31, ~~practicable~~2016. ~~after~~Since wethe ~~electronically~~Company ~~file~~is ~~these~~unable ~~materials~~to ~~with~~reasonably project its future revenue, orit ~~otherwise~~must ~~furnish~~presume ~~them~~that it will not generate revenue to, ~~the~~sustain ~~Securities~~its ~~and~~operations ~~Exchange~~during ~~Commission~~2017 ~~(“SEC”)~~based on its current operating plan and condition. WeIf ~~are~~we ~~not~~fail ~~including~~to ~~the~~generate ~~information~~positive ~~contained~~cash inflow ~~our~~or ~~website~~obtain asadditional ~~part~~financing, ofwhen required, orwe ~~incorporating~~may ithave byto ~~reference~~modify, ~~into~~delay, ~~this~~or ~~report~~abandon onsome ~~Form~~or ~~10-Q~~all of our business and expansion plans.

~~The~~Working public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”). at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).Capital

	June 30, 2017			December 31, 2016			Change			%
Current Assets	$	1,086		$	14,392		$	(13,306	)		(92	)
Current Liabilities	$	56,054		$	28,087		$	27,967			100
Working Capital (Deficit)	$	(54,968	)	$	(13,695	)	$	(41,273	)		301

Cash Flows

	June 30, 2017			June 30, 2016
Cash Flows used in Operating Activities	$	(35,283	)	$	(20,105	)
Cash Flows from Financing Activities		21,977			40,947
Net Decrease in Cash During Period	$	(13,306	)	$	20,842

As at June 30, 2017 our company’s cash balance was $1,086 and total assets were $1,086. As at December 31, 2016, our company’s cash balance was $14,392 and total assets were $14,392.

As at June 30, 2017, our company had total liabilities of $78,031, compared with total liabilities of $28,087 as at December 31, 2016.

As at June 30, 2017, our company had working capital deficit of $54,968 compared with working capital deficit of $13,695 as at December 31, 2016. The increase in working capital deficit was primarily attributed to the increase in operating expenses during the six months ended Jun 30, 2017 which increase the accounts payable and accrued liabilities and reduce the cash and cash equivalents.

Table of Contents

Cash Flow from Operating Activities

During the six months ended June 30, 2017, our company used $35,283 in cash from operating activities, compared to $20,105 cash used in operating activities during the six months ended June 30, 2016. The cash used from operating activities for the six months ended June 30, 2017 was attributed to net loss of $63,250 reduced by increase in accounts payable and accrued liabilities of $27,448 and increase in accrued interest of $519.

Cash Flow from Investing Activities

The company did not use any funds for investing activities in the six months ended June 30, 2017 or the six months ended June 30, 2016.

Cash Flow from Financing Activities

Net cash from financing activities was $21,977 for the six months ended June 30, 2017 compared to net cash from financing activities of $40,947 for the six months ended June 30, 2016. The net cash provided from financing activities for the six months ended June 30, 2017 was attributable to proceeds from promissory note of $21,977. The net cash provided from financing activities for the six months ended June 30, 2016 was attributable to $65,947 from investor deposits, $33,714 from related party advancement, $7,923 proceeds from related party promissory notes and were offset by $41,637 repayment to related party promissory notes and $25,000 deferred offering costs.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~The~~As ~~Company is~~ a “smaller reporting ~~Company~~company”, ~~as defined by Rule 12b-2 of the Securities Act of 1934 and~~ we are not required to provide the information ~~under~~required by this ~~item~~Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended ~~March~~June 3130, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

13Changes ~~Table~~in ofInternal ~~Contents~~Controls

~~PART~~There IIhave –been ~~OTHER~~no ~~INFORMATION~~changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~Management~~From istime ~~not~~to ~~aware~~time, ofwe ~~any~~may ~~legal~~become ~~proceedings~~involved ~~contemplated~~in bylitigation ~~any~~relating ~~governmental~~to ~~authority~~claims orarising ~~any~~out ~~other~~of ~~party~~its ~~involving~~operations usin orthe ~~our~~normal ~~properties~~course of business. AsWe ofare ~~the~~not ~~date~~involved ofin ~~this~~any ~~Quarterly~~pending ~~Report,~~legal noproceeding ~~director~~or litigation and, ~~officer~~to orthe ~~affiliate~~best isof ~~(i)~~our aknowledge, ~~party~~no ~~adverse~~governmental toauthority usis incontemplating any ~~legal~~ proceeding, orto ~~(ii)~~which ~~has~~we anarea ~~adverse~~party ~~interest~~or to uswhich in any ~~legal~~of ~~proceedings.~~our ~~Management~~properties is ~~not~~subject, ~~aware~~which ofwould ~~any~~reasonably ~~other~~be ~~legal~~likely ~~proceedings~~to ~~pending or that~~ have ~~been~~a ~~threatened~~material ~~against~~adverse useffect oron ~~our properties~~us.

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

1415 Table of Contents

~~ITEM~~Item 6. Exhibits

Exhibit No.	SEC Ref. No.	Title of Document
1	31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2	32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
3	101.CAL	XBRL Calculation Files
4	101.INS	XBRL Instance Files
5	101.LAB	XBRL Label Files
6	101.PRE	XBRL Presentation Files
7	101.SCH	XBRL Schema Files

The following exhibits are included as part of this report:

15 Table of Contents

Exhibit Number		Description
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certification
32.1		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101		Interactive Data Files
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

~~SIGNATURES~~________

~~Pursuant~~* toXBRL ~~the~~Information ~~requirements~~is furnished and not filed or a part of ~~Section~~a 13registration statement or ~~15(d)~~prospectus for purposes of sections 11 or 12 of the Securities ~~Exchange~~ Act of ~~1934~~1933, ~~the~~as ~~registrant~~amended, ~~has~~is ~~duly~~deemed ~~caused~~not ~~this~~filed ~~report~~for topurposes beof ~~signed~~Section on18 ~~its~~of ~~behalf~~the bySecurities ~~the~~Exchange ~~undersigned~~Act of 1934, ~~thereunto~~as ~~duly~~amended, ~~authorized~~and otherwise is not subject to liability under these sections.

	PHOENIX APPS INC.
Date: May 26, 2017	By:	/s/ Yi Xing Wang
	Name:	Yi Xing Wang
	Title:	President, Chief Executive Officer, Secretary and Chief Financial Officer

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Date: May 26, 2017	/s/ Corey Wadden
	Corey Wadden, Director
Date: May 26, 2017	/s/ Saba Mirzaagha
	Saba Mirzaagha, Director

SIGNATURES

16In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PHOENIX APPS INC.
	(Registrant)

Dated: November 14, 2017	/s/ Yi Xing Wang
	Yi Xing Wang
	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

	or

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 333-209591

Nevada		61-1779183
(State or other jurisdiction of incorporation or organization)		(~~I.R.S.~~IRS Employer Identification No.)
1258 – 720 King Street West, Suite 200, Toronto, Ontario, Canada		M5V 3S5
(Address of principal executive offices)		(Zip Code)

125-720 King Street West Suite 2000 Toronto, Ontario, Canada		M5V 3S5
(Address of principal executive offices)		(Zip Code)

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