Quarterly Report (10-q)

 

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  __________

 

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. Employer Identification No.)

 

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

 

[phone]

(Registrant’s telephone number, including area code)

 

_______________________________________________________________ 

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

 

Indicate by check mark whether the registrant (1) 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  ¨ No x

 

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). Yes  ¨ No x

 

Indicate by check mark whether the 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.

 

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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of May 17, 2017, Phoenix Apps Inc. had 45,300,000 shares of common stock issued and outstanding.

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

 

Table of Contents

 

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

 

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Item 1. Financial Statements

 

PHOENIX APPS INC.

Condensed Balance Sheets

 

		March31, 2017				December 31, 2016
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	14,346			$	14,392
Total Current Assets			14,346				14,392
TOTAL ASSETS			14,346				14,392
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	30,343			$	28,087
Accrued Interest			241				-
Total Current Liabilities			30,584				28,087
Note Payable			21,977				-
Total Liabilities			52,561				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			(236,315	)			(211,795	)
Total Stockholders’ Deficit			(38,215	)			(13,695	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	14,346			$	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
		March 31,
		2017				2016
REVENUE, NET OF FEES		$	591			$	2,530
OPERATING EXPENSES
Professional fees			750				6,775
Software development			4,490				600
General and administrative			19,630				3,674
Total Operating Expenses			24,870				11,049
LOSS FROM OPERATIONS			(24,279	)			(8,519	)
OTHER EXPENSES
Interest expense			(241	)			-
			(241	)			-
LOSS BEFORE INCOME TAXES			(24,520	)			(8,519	)
Provision for income taxes			-				-
NET LOSS		$	(24,520	)		$	(8,519	)
Basic and Diluted Loss per Common Share		$	(0.00	)		$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding			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)

 

		Three Months Ended
		March 31,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(24,520	)		$	(8,519	)
Changes in operating assets and liabilities:
Accounts receivable			-				(712	)
Accounts payable and accrued liabilities			2,256				2,456
Accrued interest			241				-
Net cash used in operating activities			(22,023	)			(6,775	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferring offering costs							(12,500	)
Advances from related party							19,375
Proceeds from promissory note			21,977				-
Net cash provided by financing activities			21,977				6,875
Net increase (decrease) in cash and cash equivalents			(46	)			100
Cash and cash equivalents - beginning of period			14,392				-
Cash and cash equivalents - end of period		$	14,346			$	100
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)

 

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.

 

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 $4,490 and $600 were incurred for the three months ended March 31, 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 months ended March 31, 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 months ended March 31, 2017, the accumulated deficit of the Company is $236,315. 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.

 

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 31, 2017, the accrued interest related to this promissory note was $241.

 

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 31, 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 31, 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 Results of Operations.

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Phoenix Apps Inc., unless otherwise indicated.

 

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. 

 

We 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.

 

Analyze - We study the market on a regular daily or weekly basis and study the top selling and popular new apps in order to discern what makes these apps popular and appealing.

 

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.

 

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Development   – The development is done both locally and overseas, depending on the complexity of the App, number of anticipated changes during development and price.

 

The markets for our Apps are characterized by rapid technological change, particularly in the technical capabilities of smartphones and 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.

 

Competition

 

We believe that the Apps have the following strengths and weaknesses, relative to the competition in the market:

 

Strengths and Opportunities

 

-

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.

 

-

We believe that we can increase our revenue from the development of new apps and improving certain apps that already exist within our portfolio.

 

Weaknesses

 

-

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.

 

-

Android OS updates . 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 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 effects to be realized.

 

-

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.

 

Target Market

 

Phoenix Apps is focused on operating through the Apple App Store and the Amazon App Store.

 

Marketing Strategy

 

On 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.

 

We will study analytics related to number of downloads of our Apps, daily rankings of our Apps in the Apple App Store and 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.

 

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

 

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Results of Operations

 

For the three (3) month period ended March 31 2017, we generated $591 in revenue and a net loss of $24,520. Our net loss was the result of interest expense of $241, and operating expenses of $24,279, which consisted of $750 in professional fees, $19,630 in general and administrative expenses and $4,490 in software development.

 

For the three (3) month period ended March 31, 2016, we generated $2,530 in revenue and a net loss of $8,519. Our net loss was the result of operating expenses of $11,049, which consisted of $6,775 in professional fees, $3,674 in general and administrative expenses and $600 in software development.

 

Capital Resources and Liquidity

 

Cash Flows

 

Operating Activities

 

For the three (3) months ended March 31, 2017, net cash used in operating activities was $22,023. The negative cash flow for the three (3) months ended March 31, 2017 related to our net loss of $24,520, adjusted for an increase of $2,256 in accounts payable and accrued liabilities and an increase of $241 in accrued interest.

 

For the three (3) months ended March 31, 2016, net cash used in operating activities was $6,775. The negative cash flow for the three (3) months ended March 31, 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

 

For the three (3) months ended March 31, 2017 net cash provided from financing activities was $21,977. The positive cash flow from financing activities for such period was comprised of $21,977 in proceeds from a promissory note.

 

For the three (3) months ended March 31, 2016 net cash provided from financing activities was $6,875. The positive cash flow from financing activities for such period was comprised of $12,500 in deferred offering costs, and $19,375 in advances received from a related party.

 

Liquidity

 

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 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.

 

Off-balance sheet arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets .

 

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Reports to Security Holders

 

We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission (“SEC”). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.

 

The 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).

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures

 

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 31, 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 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 1A. Risk Factors

 

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under 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

 

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

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	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

 

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

 

 

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