UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended: ~~September~~March 3031, ~~2017~~ 2018

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

Phoenix Apps Inc.

(Exact name of registrant as specified in its charter)

Nevada

61-1779183

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

1258 – 720 King Street West, Suite 200 Toronto, Ontario, Canada

M5V 3S5

(Address of principal executive offices)

(Zip Code)

(239) 451-36016(Registrant’s telephone number, including area code)

1258 – 720 King Street West, Suite 200

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 (~~Former~~1) ~~name,~~has ~~former~~filed ~~address~~all ~~and~~reports ~~former~~required ~~fiscal~~to ~~year,~~be iffiled ~~changed~~by ~~since~~Section ~~last~~13 ~~report~~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

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). ¨ o YES x NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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). o 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.

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ (Do not check if a smaller reporting company) Smaller reporting company x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o ¨ YES x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY ~~PROCEEDINGS DURING THE PRECEDING FIVE YEARS~~

~~Check~~PROCEEDINGS ~~whether~~DURING ~~the~~THE ~~registrant~~PRECEDING ~~has~~FIVE ~~filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES o NO~~ YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

45,300,000 common shares issued and outstanding as of ~~January~~May 2911, 2018.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements.	4	3
Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation.	6	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7	14
Item 4.	Controls and Procedures.	7	14
PART II - OTHER INFORMATION		8
Item 1.	Legal Proceedings.	8	15
Item 1A.	Risk Factors.	8	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	8	15
Item 3.	Defaults Upon Senior Securities.	8	15
Item 4.	Mine Safety Disclosures.	8	15
Item 5.	Other Information.	8	15
Item 6.	Exhibits.	9	16
SIGNATURES.			17
SIGNATURES		10

2 Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~PHOENIX~~FINANCIAL ~~APPS~~STATEMENTS ~~INC.~~INDEX

Condensed Balance Sheets

	Page
Balance Sheets		F-1
Statements of Operations		F-2
Statements of Cash Flows		F-3
Notes to the Financial Statements		F-4 to F-6

	September 30,2017			December 31, 2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	915		$	14,392
Total Current Assets		915			14,392
TOTAL ASSETS		915			14,392
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	17,652		$	28,087
Accrued Interest		800			-
Convertible Promissory Notes		30,768			-
Total Current Liabilities		49,220			28,087
Note Payable		21,977			-
Total Liabilities		71,197			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		138,268			107,500
Accumulated deficit		(299,150	)		(211,795	)
Total Stockholders’ Deficit		(70,282	)		(13,695	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	915		$	14,392

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

Table of Contents

PHOENIX APPS, INC.

~~Condensed~~BALANCE ~~Statements of Operations~~SHEETS

	March 31, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	4,565		$	3,984
Total Current Assets		4,565			3,984

TOTAL ASSETS		4,565			3,984

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	18,625		$	17,884
Accrued Interest		8,838			4,372
Convertible Promissory Notes		42,760			42,760
Note Payable		21,977			21,977
Total Current Liabilities		92,200			86,993

Total Liabilities		92,200			86,993

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		150,260			150,260
Accumulated deficit		(328,495	)		(323,869	)
Total Stockholders’ Deficit		(87,635	)		(83,009	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,565		$	3,984

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

F-1

Table of Contents

PHOENIX APPS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2017			2016			2017			2016
	2018			2017
REVENUE, NET OF FEES	$	-		$	~~864~~591		$	~~1,258~~		$	~~4,371~~
OPERATING EXPENSES
Professional fees		~~1,196~~-			~~29,112~~750			~~24,649~~			~~42,300~~
Software development		-			~~573~~4,490			~~5,265~~			~~9,393~~
General and administrative		~~108~~160			919,~~050~~630			~~35,379~~			~~22,454~~
Total Operating Expenses		~~1,304~~160			3824,~~735~~870			~~65,293~~			~~74,147~~
LOSS FROM OPERATIONS		(~~1,304~~160	)		(3724,~~871~~279	)		~~(64,035~~	)		~~(69,776~~	)
OTHER INCOME (EXPENSES)
OTHER EXPENSES
Gain on disposal of assets and liabilities		8,248			-			8,248			-
Interest expense		(4,466	)		(241	)
Interest expense		(31,049	)		-			(31,568	)		-
		(4,466	)		(241	)
		(22,801	)		-			(23,320	)		-
LOSS BEFORE INCOME TAXES		(4,626	)		(24,520	)
LOSS BEFORE INCOME TAXES		(24,105	)		(37,871	)		(87,355	)		(69,776	)
Provision for income taxes		-			-
Provision for income taxes		-			-			-			-
NET LOSS	$	(4,626	)	$	(24,520	)
NET LOSS	$	(24,105	)	$	(37,871	)	$	(87,355	)	$	(69,776	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
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			45,300,000
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.

4F-2 Table of Contents

PHOENIX APPS, INC.

~~Condensed~~STATEMENTS ~~Statements~~OF ofCASH ~~Cash Flows~~FLOWS

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2017			2016
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(874,~~355~~626	)	$	(6924,~~776~~520	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization of debt discount		30,768			-
Changes in operating assets and liabilities:
Accounts receivable		-			1,271
Accounts payable and accrued liabilities		741			2,256
Prepaid expenses		-			(48,696	)
Accrued interest		4,466			241
Accounts payable and accrued liabilities		(10,435	)		19,808
Net cash provided by (used in) operating activities		581			(22,023	)
Accrued interest		800			-
Net cash used in operating activities		(66,222	)		(97,393	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferring offering costs		-			(25,000	)
Proceeds from promissory note		-			21,977
Investor deposits		-			150,000
Net cash provided by financing activities		-			21,977
Proceeds from convertible promissory notes		30,768			-
Net increase (decrease) in cash and cash equivalents		581			(46	)
Advances from related party		-			33,714
Cash and cash equivalents - beginning of period		3,984			14,392
Proceeds from promissory notes – related party		-			7,923
Cash and cash equivalents - end of period	$	4,565		$	14,346
Repayment to advances and promissory notes – related party		-			(41,637	)
Proceeds from promissory note		21,977			-
Net cash provided by financing activities		52,745			125,000
Net increase (decrease) in cash and cash equivalents		(13,477	)		27,607
Cash and cash equivalents - beginning of period		14,392			-
Cash and cash equivalents - end of period	$	915		$	27,607
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Convertible Promissory Notes issued	$	30,768		$	-

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

5F-3 Table of Contents

PHOENIX APPS INC.

NOTES TO ~~THE CONDENSED~~ FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2017~~2018

(Unaudited)

NOTE 1 – - ORGANIZATION AND BUSINESS OPERATIONS

Phoenix Apps, Inc. (~~the~~“we”, ~~"Company"~~ or wethe “Company”), was incorporated in the State of Nevada on November 18, 2015, and commenced operations on November 30, 2015. The Company ~~developed~~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 its common stock to the related party for the $60,000 payment, and for a $12,500 payment for legal fees. Further, under the terms of the Agreement, the Company will ~~employee~~employ 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~~In addition, 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 (“SEC”), 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 (“APIC”) resulting from direct legal costs to complete the offering.

On July 311, 2017, the Company entered into an agreement to dispose of their portfolio of revenue generating mobile software applications. Per the terms of the agreement, the ~~company~~Company’s two managers acquired the revenue generating assets from the Company, while forgiving all amounts owed to them as of July 311, 2017, and terminating the employment agreements held with the two managers.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~financial~~accompanying ~~statements~~unaudited ofinterim ~~the~~financial ~~Company~~statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the ~~United~~instructions ~~States~~to ofForm ~~America~~10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are ~~presented~~not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in USthe ~~dollars~~audited financial statements for fiscal year 2017 have been omitted. ~~The~~This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2017 included in the Company’s ~~year~~Form 10-~~end~~K isas ~~December~~filed 31with the Securities and Exchange Commission on April 17, 2018.

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.

F-4

Table of Contents

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.

6 Table of Contents

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

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 $5,265 and $9,393 were incurred for the nine months ended September 30, 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 ~~nine~~years ~~months~~ ended ~~September~~December 3031, 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.

7 Table of Contents

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.

NOTE 3 – GOING CONCERN

As of the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, the Company had an accumulated deficit of ~~the Company is~~ $~~299~~(328,~~150~~495). 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 disposed of all revenue generating assets and is currently revising their future business operations and strategy. 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.

8F-5 Table of Contents

NOTE 4 – CONVERTIBLE PROMISSORY NOTES

On September 30, 2017, the Company issued three convertible promissory notes for a total of $30,768 to non-related parties for payment made on behalf of the Company. The convertible promissory notes are unsecured, bear interest at 35%, are due on demand, and are convertible at $0.005 per share.

	March 31,			December 31,
	2018			2017
Convertible Note - September 2017	$	30,768		$	30,768
Convertible Note - October 2017		5,977			5,977
Convertible Note - December 2017		6,015			6,015
		42,760			42,760
Less current portion of convertible notes payable		(42,760	)		(42,760	)
Long-term convertible notes payable	$	-		$	-

~~During~~On ~~the nine months ended~~ September 30, 2017, the Company ~~recognized~~issued ~~amortization~~three ofconvertible ~~discount,~~promissory ~~included~~notes infor ~~interest~~a ~~expense,~~total of $30,768 to non-related parties for payment made to vendors for operating expenses on behalf of the Company. The convertible promissory notes are unsecured, bear interest at 35%, are due on demand, and are convertible at $0.005 per share.

~~NOTE~~On October 27, 2017, the Company issued a convertible promissory note of $5 –,977 ~~NOTES~~to ~~PAYABLE~~ a non-related party for an advancement to the Company. The convertible promissory note is unsecured, bears interest at 50%, is due on demand, and is convertible at $0.005 per share.

On ~~January~~December 1131, 2017, the Company issued a ~~Promissory~~convertible ~~Note~~promissory ~~for~~note of $216,~~977~~015 to a non-related party for payment made to vendors for operating expense on behalf of the Company. The convertible promissory note is unsecured, bears interest at a50%, ~~rate~~is ofdue 5%on ~~per~~demand, ~~annum~~ and ~~the~~is ~~maturity~~convertible ~~date~~at is$0.005 ~~December~~per ~~31, 2019~~share.

AsDuring ofthe ~~September~~year 30ended December 31, 2017, the ~~accrued~~Company ~~interest~~recognized ~~related~~amortization toof ~~this~~discount, ~~promissory~~included ~~note~~in ~~was~~interest expense, of $~~800~~42,760.

As of March 31, 2018, the accrued interest related to these convertible notes was $7,483.

NOTE 5 – NOTE 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 31, 2018, the accrued interest related to this promissory note was $1,355.

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 ~~September~~March ~~30, 2017 and December~~ 31, ~~2016~~2018, 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 ~~September~~March 3031, ~~2017~~2018 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.

9F-6 Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our 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 following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Phoenix Apps Inc., a Nevada corporation, unless otherwise indicated.

Corporate Overview

We were originally organized as a corporation in the State of Nevada on November 18, 2015, and on November 30, 2015, we acquired a portfolio of mobile software applications for smartphones and tablets (“Apps”) 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 Purchase Agreement”). Pursuant to the Asset Purchase Agreement, we purchased the portfolio of Apps from Mr. 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 each employment agreement, we agreed to provide to Mr. Wadden and Mr. Mirzaagha each: (a) five hundred dollars ($500.00) for the first three (3) months following the effective date of January 6, 2016; (b) one thousand dollars ($1,000.00) per month thereafter; (c) 150,000 restricted shares of the Company’s common stock effective November 30, 2015; and (d) an appointment to our Board of Directors. In addition, after the effective date of January 6, 2016, as an incentive payment, each of Mr. 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.

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On July 1, 2017, the employment agreements with Mr. Wadden and Mr. Mirzaagha were terminated, and the portfolio of mobile software applications were transferred to Mr. Wadden and Mr. Mirzaagha as part of a debt forgiveness agreement.

~~The~~Our ~~Company~~company is currently researching other mobile application opportunities.

10Currently, ~~Table~~we do not have a source of ~~Contents~~revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

We do not have any subsidiaries.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Results of Operations

~~The~~Three ~~following~~months ~~table provides selected financial data about our company for the period~~ ended ~~September~~March 3031, ~~2017~~2018 and the ~~year~~three months ended ~~December~~March 31, ~~2016~~2017.

	September 30, 2017			December 31,2016			Change			%
Cash and cash equivalents	$	915		$	14,392		$	(13,477	)		-94	%
Total Assets	$	915		$	14,392		$	(13,477	)		-94	%
Total Liabilities	$	71,197		$	28,087		$	41,110			153	%
Stockholders’ Deficit	$	(70,282	)	$	(13,695	)	$	(56,587	)		-413	%

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended March 31, 2018, which are included herein.

~~The~~Our ~~following~~operating ~~summary~~results offor ~~our~~the ~~results~~three ofmonths ~~operations,~~ended ~~for~~March ~~the~~31, ~~three~~2018 and ~~nine~~the three months ended ~~September~~March 3031, 2017, ~~should~~and bethe ~~read~~changes inbetween ~~conjunction~~those ~~with~~periods ~~our~~for ~~financial~~the ~~statements,~~respective asitems ~~included~~are insummarized ~~this~~as ~~Form 10-Q.~~follows:

Three months ending September 30, 2017 compared to three months ending September 30, 2016:

	Three Months Ended
	March31, 2018			March 31, 2017			Change			%
Revenue	$	-		$	591		$	(591	)		-100	%
Professional fees		-			(750	)		750			-100	%
Software development		-			(4,490	)		4,490			-100	%
General and administrative		(160	)		(19,630	)		19,470			-99	%
Interest expense		(4,466	)		(241	)		(4,225	)		100	%
Net loss	$	(4,626	)	$	(24,520	)	$	19,894			-81	%

	Three Months Ended
	September 30,2017			September 30,2016			Change			%
Revenue	$	-		$	864		$	(864	)		100	%
Professional fees		1,196			29,112			(27,916	)		-96	%
Software development		-			573			(573	)		100	%
General and administrative expenses		108			9,050			(8,942	)		-99	%
Loss from Operations		(1,304	)		(37,871	)		(36,567	)		-97	%
Other income (expenses)
Gain on disposal of assets and liabilities	$	8,248		$	-		$	8,248			100	%
Interest expense		(31,049	)		-			(31,049	)		100	%
Net loss	$	(24,105	)	$	(37,871	)	$	(13,766	)		-36	%

For the three months ended March 31, 2018, we had revenue of $NIL compared to revenue of $591 for the three ended March 31, 2017. No revenue was generated during the three months ended March 31, 2018, as the Company disposed of their revenue generating mobile applications on July 1, 2017.

For the three months ended ~~September~~March 3031, ~~2017~~2018, we ~~had~~incurred ~~revenue~~$160 in general and administrative expenses and interest expense of $04,466, ~~compared~~resulting toin ~~revenue~~a net loss of $~~864~~4,626. ~~for~~For the three months ended ~~September~~March 3031, ~~2016.~~2017, Nowe ~~revenue~~incurred ~~was~~$750in ~~generated~~professional ~~during~~fees, ~~the~~$4,490 ~~three~~in ~~months~~software ~~ended~~development, ~~September 30~~$19,630 ~~2017~~in general and administrative expenses and interest expense of $241, asresulting ~~the~~in ~~Company~~an ~~disposed~~operating and net loss of ~~their~~$24,520. ~~revenue~~The ~~generating~~decrease ~~mobile~~in ~~applications~~net onloss ~~July~~was 1due to a significant decrease in overall operations for the three months ended March 31, ~~2017~~2018.

~~For~~5 ~~the~~Table ~~three months ended September 30, 2017, we incurred $1,196 in professional fees, $0 in software development and $108 in general and administrative expenses, as well as a gain on disposal~~ of assets and liabilities of $8,248 and interest expense of $31,049, resulting in a net loss of $24,105. For the three months ended September 30, 2016, we incurred $29,112 in professional fees, $573 in software development and $9,050 in general and administrative expenses, resulting in an operating and net loss of $37,871. The decrease in net loss was due to a significant decrease in overall operations, offset by a gain on disposal of assets, and interest expense incurred for the three months ended September 30, 2017.Contents

11Liquidity ~~Table~~and ofFinancial ~~Contents~~Condition

Nine months ending September 30, 2017 compared to Nine months ending September 30, 2016:

	Nine Months Ended
	September 30, 2017			September 30,2016			Change			%
Revenue	$	1,258		$	4,371		$	(3,113	)		-71	%
Professional fees		24,649			42,300			(17,651	)		-42	%
Software development		5,265			9,393			(4,128	)		-44	%
General and administrative expenses		35,379			22,454			12,925			58	%
Net loss	$	(64,035	)	$	(69,776	)	$	(5,741	)		-8	%

Other income (expenses)
Gain on disposal of assets and liabilities	$	8,248		$	-		$	8,248		100	%
Interest expense		(31,049	)		-			(31,049	)	100	%
Net loss	$	(87,355	)	$	(69,776	)	$	(17,579	)	-25	%

For the nine months ended September 30, 2017 we had revenue of $1,258 compared to revenue of $4,371 for the nine months ended September 30, 2016. The decrease in revenues was due to the Company disposing of their revenue generating mobile applications on July 1, 2017.

For the nine months ended September 30, 2017, we incurred $24,649 in professional fees, $5,265 in software development and $35,379 in general and administrative expenses, as well as a gain on disposal of assets and liabilities of $8,248 and interest expense of $31,049, resulting in a net loss of $87,355. For the nine months ended September 30, 2016, we incurred $42,300 in professional fees, $9,393 in software development and $22,454 in general and administrative expenses, resulting in an operating and net loss of $69,776.

Liquidity and Capital Resources

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.

As of September 30, 2017 our company had $915 in cash on hand, compared to $14,392 of cash on hand as of December 31, 2016. Since our company is unable to reasonably project our future revenue, we must presume that we will not generate revenue to sustain our operations during 2017 based on our 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.

Working Capital

	September 30, 2017			December 31, 2016			Change			%
	March 31, 2018			December 31, 2017			Change			%
Current Assets	$	~~915~~4,565		$	143,~~392~~984		$	~~(13,477~~581	)		~~-94~~15	%
Current Liabilities	$	4992,~~220~~200		$	2886,~~087~~993		$	215,~~133~~207			756	%
Working Capital (Deficit)	$	(4887,~~305~~635	)	$	(1383,~~695~~009	)	$	(344,~~610~~626	)		~~-253~~6	%

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Cash Flows

	Nine Months Ended
	March 31, 2018			March 31, 2017
	September 30,2017			September 30, 2016
Cash Flows provided by (used in) Operating Activities	$	581		$	(22,023	)
Cash Flows used in Operating Activities	$	(66,222	)	$	(97,393	)
Cash Flows provided by Financing Activities		-			21,977
Cash Flows from Investing Activities		-			-
Net Increase (Decrease) in Cash During Period	$	581		$	(46	)
Cash Flows from Financing Activities		52,745			125,000
Net Decrease in Cash During Period	$	(13,477	)	$	27,607

As at ~~September~~March 3031, ~~2017~~2018, our company’s cash balance was $~~915~~4,565 and total assets were $~~915~~4,565. As at December 31, ~~2016~~2017, our company’s cash balance was $143,~~392~~984 and total assets were $143,~~392~~984.

As at ~~September~~March 3031, ~~2017~~2018, our company had total current liabilities of $4992,~~220~~200, compared with total current liabilities of $2886,~~087~~993 as at December 31, ~~2016~~2017.

As at ~~September~~March 3031, ~~2017~~2018, our company had working capital deficit of $4887,~~305~~635 compared with working capital deficit of $1383,~~695~~009 as at December 31, ~~2016~~2017. The ~~decrease~~increase in working capital deficit was primarily attributed to the ~~issuance~~increase ofin acurrent ~~convertible~~liabilities ~~promissory~~from ~~note~~the ~~for~~increase ~~$30,768~~in accounts payable and accrued interest.

Cash Flow from Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, ~~our~~net ~~company used $66,222 in~~ cash ~~from~~provided by operating activities was $581, compared to $9722,~~393~~023 cash used in operating activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017. The cash ~~used~~provided ~~from~~by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 was attributed to a net loss of $874,~~355~~626, ~~amortization~~an increase in accounts payable and accrued liabilities of ~~debt~~$741, ~~discount~~and an increase in accrued interest of $304,~~768~~466. The cash used from operating activities for the three months ended March 31, ~~decrease~~2017 was attributed to a net loss of $24,520, an increase in accounts payable and accrued liabilities of $102,~~435~~256, and an increase in accrued interest of $~~800~~241.

Cash Flow from Investing Activities

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

Cash Flow from Financing Activities

Net cash from financing activities was $~~52,745~~NIL for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 compared to net cash from financing activities of $~~125~~21,~~000~~977 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016. Thee positive cash flow from financing activities for the nine months ended September 30,~~ 2017 ~~was~~derived ~~attributable to $30,768 proceeds~~ from ~~convertible promissory notes, and $21,977~~ proceeds from promissory note.

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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this 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 ~~September~~March 3031, ~~2017~~2018. 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 ~~September~~March 3031, ~~2017~~2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Controls

There have been no 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 ~~September~~March 3031, ~~2017~~2018 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

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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.

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Item 6. Exhibits

The following exhibits are included as part of this report:

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

_______

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In 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: February 1, 2018		/s/ Yi Xing Wang
Dated: May 15, 2018		/s/ Yi Xing Wang
		Yi Xing Wang
		President, Chief Executive Officer,Chief Financial Officer, Secretary and Director
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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