APP Incline Corp - FORM 10-Q - February 14, 2017

Attached files

file	filename
EX-32.1 - CERTIFICATION - APP Incline Corp	ex321.htm
EX-31.2 - CERTIFICATION - APP Incline Corp	ex312.htm
EX-31.1 - CERTIFICATION - APP Incline Corp	ex311.htm

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 December 31, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

333-210462
Commission File Number

APP INCLINE CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA	47-0990750
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1510 Longbranch Ave, Grover Beach, California	93433
(Address of principal executive offices)	(Zip Code)

(805) 704-79310
(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 [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).

Yes [ ] No [X]

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 ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

52,472,500 common shares outstanding as of February 13, 2017

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

APP INCLINE CORPORATION

		Page
	PART I – Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7

	PART II – Other Information
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	9
	Signatures	10

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three-month period ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ending September 30, 2017. For further information, refer to the financial statements and footnotes thereto for the fiscal year ended September 30, 2016, as filed with the Securities and Exchange Commission on December 29, 2016

REPORTED IN UNITED STATES DOLLARS

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

APP INCLINE CORPORATION

BALANCE SHEETS

	December 31, 2016			September 30, 2016
ASSETS	(unaudited)			(audited)
Current assets
Cash	$	9,722		$	15,467
Accounts receivable		37			21
Total current assets		9,759			15,488

Capitalized software, net		2,667			3,067

TOTAL ASSETS	$	12,426		$	18,555

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable		7,812			3,951
Accounts payable, related parties		31,023			24,888
Related party loan		4,700			8,200
Total current liabilities		43,535			37,039

Total liabilities		43,535			37,039

Commitments and Contingencies

Stockholders’ equity (deficit)
Common stock, $0.0001 par value: shares authorized 75,000,000; 52,472,500 shares issued and outstanding		5,247			5,247
Additional paid in capital		69,478			69,478
Accumulated deficit		(105,834	)		(93,209	)
Total stockholder’s deficit		(31,109	)		(18,484	)
TOTAL LIABILITIES & EQUITY	$	12,426		$	18,555

The accompanying notes are an integral part of these unaudited Financial Statements.

F-1

APP INCLINE CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015

Net sales	$	93		$	111

Operating expense
Depreciation		400			400
Management and consulting fees		6,000			6,000
Professional fees		6,159			-
General and administrative fees		24			6
Total operating expenses		12,583			6,406

Income (loss) from operations		(12,490	)		(6,295)

Interest expenses		(135	)		-

Net (loss)	$	(12,625	)	$	(6,295)

Net (loss) per common shares (basic and diluted)	$	(0.00	)	$	(0.00)

Weighted average shares outstanding
Basic and diluted		52,472,500			50,000,000

The accompanying notes are an integral part of these Unaudited Financial Statements.

F-2

APP INCLINE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015
Cash Flows From Operating Activities
Net loss	$	(12,625	)	$	(6,295	)
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation on software		400			400
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(16	)		221
Increase in accounts payable		3,861			120
Increase in accounts payable – related party		6,135			6,000
Net cash provided from (used by) operating activities		(2,245	)		446

Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-			-

Cash Flows From Financing Activities
Repayment to related party loan		(3,500	)		-
Net cash provided from financing activities		(3,500	)		-

Increase (decrease) in cash and cash equivalents		(5,745	)		446
Cash and cash equivalents at beginning of the period		15,467			-
Cash and cash equivalents at end of period	$	9,722		$	446

Supplemental disclosure of cash flow information
Cash paid for:
- Interest	$	-		$	-
- Income taxes	$	-		$	-

The accompanying notes are an integral part of these Unaudited Financial Statements.

F-3

APP INCLINE CORPORATION

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity: APP Incline Corporation (the "Company") is a Nevada corporation incorporated on June 29, 2015. We are a US based company that purchases and operates apps. APP Incline sources apps to purchase on www.flippa.com as well as from private sellers. Our headquarters are located at 1510 Long branch Ave, Grover Beach, CA 93433.

To date, our activities have been limited to formation, development of a business plan, and research and acquisition of our first application, SoundVine. We have filed a Form S-1 with the U.S. Securities and Exchange Commission and have applied for a listing on the OTC Markets Pink Sheets. Our Registration Statement on Form S-1 became effective on July 1, 2016 and we have raised limited proceeds to date. In the current stage of our development, we anticipate incurring operating losses as we implement our business plan.

Financial Statements Presented: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three-month period ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ending September 30, 2017. For further information, refer to the financial statements and footnotes thereto for the fiscal year ended September 30, 2016, as filed with the Securities and Exchange Commission on December 29, 2016

Fiscal year end: The Company has selected September 30 as its fiscal year end.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods maybe based upon amounts that differ from these estimates.

Cash and Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Revenue recognition: Revenue from in app advertising or download of an app is recognized when the service has been provided to the purchaser, assuming all other revenue recognition criteria have been met. We recognize revenue upon the sale and download of the app to the customer and upon the placement of an advert in the app from the customer. We receive such amounts from the payment processor, net of any processing fees, within a period of 30 days from the sale to the customer of an app or an advertisement.

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred and were $nil during the three months ended December 31, 2016 and 2015.

Income taxes: The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Capitalized Software Costs and Impairment: All software acquisition costs have been capitalized and are amortized over the estimated economic life of the application, which the Company has determined to be 36 months. The Company’s management conducts a review of its apps and capitalized software for impairment at least annually. As at the fiscal year ended September 30, 2016 the Company determined its capitalized apps were not impaired.

Fair Value Measurements:Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1:	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2:	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3:	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

New Accounting Pronouncements: We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the period ended December 31, 2016.

F-4

APP INCLINE CORPORATION

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

2. GOING CONCERN

The Company has experienced net losses to date, and it has generated minimal revenue from operations, we will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations. There is no guarantee management will be effective in meeting its set objectives. These unaudited condensed financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

3. CAPITALIZED SOFTWARE

On August 19, 2015, the Company acquired the app, SoundVine, from a third party at a cost of $4,800. The Company uses the straight-line method over the estimated useful life of the app of 3 years.


Cost	$	4,800
Accumulated Depreciation		(1,733	)
Balance, September 30, 2016		3,067

Depreciation during the period		(400	)
Balance, December 31, 2016	$	2,667

4. ACCOUNTS RECEIVABLE

Accounts receivable consists of app downloads processed by itunes net of any processing fees payable. Revenue from itunes is paid within 30 days from purchase by the user. Other than processing fees charged by itunes which are net off the sales at the time of purchase,there are no other costs associated with the sale of the apps.

5. ACCOUNTS PAYABLE

Accounts payable of $7,812 and $3,951 respectively as at December 31, 2016 and September 30, 2016 consist solely of trade payables in the normal course.

6. NET SALES

Sales income derived from the download of our Soundvine app from iTunes of $93 and $111 respectively for the three-month periods ended December 31, 2016 and 2015 is net of fees and commissions paid to the service provider.

7. COMMON STOCK

The Company’s authorized common stock consists of 75,000,000 shares with par value of $0.0001 per share

During the period ended September 30, 2015 the Company issued 50,000,000 shares of common stock to Mr. Elmquist, our sole officer and director and controlling shareholder, to settle certain amounts payable at fair value totaling $50,000, or $0.001 per share, including invoiced services totaling $42,608 and reimbursement of out of pocket expenses and cash advances totaling $7,392.

During the fiscal year ended September 30, 2016, the Company has received proceeds totaling $24,725 from various third parties subscribing for a total of 2,472,500 shares at $0.01 per share under our Form S-1 registration statement. 2,472,500 shares of the Company’s common stock were issued in respect of these subscriptions.

As at December 31, 2016 and September 30, 2016, there were a total of 52,472,500 shares issued and outstanding, respectively.

F-5

APP INCLINE CORPORATION

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

8. RELATED PARTY TRANSACTIONS

On July 1, 2015 (the “Effective Date”) Mr. Adam Elmquist agreed to act as our President, Chief Executive Officer, and Director to manage the affairs of the Company for a one (1) year period (the “Term”) under an employment agreement beginning on the Effective Date, and thereafter the Term shall be automatically extended for successive one-year periods unless and until such time as either Mr. Elmquist or the Company shall give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. Under the terms of the agreement Mr. Elmquist shall receive a monthly fee of $2,000 per calendar month. During the three months ended December 31, 2016, Mr. Elmquist invoiced the Company a total of $6,000 as management fees. The Company didn’t make any cash payments, leaving $30,500 on the balance sheet as accounts payable – related party ($24,500 – September 30, 2016).

On March 18, 2016 and April 29, 2016, the Company issued Unsecured Promissory Notes, in the principal amount of $3,500 and $4,700, respectively, to Adam Elmquist, to evidence funds loaned by Adam Elmquist in order to retire invoices as they came due. The note is for a six-month term and accrues interest at a rate of 10% per annum. On October 17, 2016, the Company repaid the $3,500 Unsecured Promissory Note. During the three months ended December 31, 2016, the company accrued interest expenses in the amount of $135 in respect of these notes. As of December 31, 2016, $523 is on the balance sheet as accounts payable – related party ($388 – September 30, 2016).

9. INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

As of December 31, 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. Operating losses carried forward will begin to expire in the year 2035.

The Company had deferred income tax assets as of December 31, 2016 and September 30, 2016 as follows:

	December 31, 2016			September 30, 2016
Operating loss carry forward, cumulative	$	105,834		$	93,209
Statutory tax rate		34%			34%
Loss carryforwards	$	35,980		$	31,690
Less - valuation allowance		(35,980	)		(31,690	)
Total net deferred tax assets	$	-		$	-

10. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "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 which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance 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 or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. 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, later events or circumstances or to reflect the occurrence of unanticipated events.

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

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

As used in this quarterly report, the terms "we", "us", "our", and "our company" means APP Incline Corporation, unless otherwise indicated.

Corporate Information

The address of our principal executive office is 1510 Long branch Ave, Grover Beach, CA 93433. Our telephone number is (805) 704-79310.

Our company was incorporated in the State of Nevada on June 29, 2015. We are a US based company that purchases and operates apps. APP Incline sources apps to purchase on www.flippa.com, as well as from private sellers

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Liquidity and Capital Resources

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the three months ended December 31, 2016 and audited financial statements for the year ended September 30, 2016, along with the accompanying notes.

As of December 31, 2016 we had $9,722 in cash and $9,759 in total current assets, and $43,535 in total liabilities as compared to $15,467 in cash and $15,488 in total current assets, and $37,039 in total liabilities as of September 30, 2016.

The Company is looking to raise up to $100,000 to fund its proposed operations for the next twelve months and has successfully raised a total of $24,725 under its S-1 Registration Statement to date. Shortfalls in available funds, should they occur, are expected to be provided by management and other loan and or equity based financing arrangements.

There can be no assurance that continued funding will be available on satisfactory terms.

Results of Operations

The following tables set forth certain items from our unaudited interim statements of operations for the three months ended December 31, 2016 and 2015:

For the three months ended December 31, 2016 and 2015

We have generated minimal net revenues and an amount totaling $93, during the three months ended December 31, 2016 compared to $111 net revenue during the three months ended December 31, 2015. Additionally, we continue to incur administrative costs related to our business plan and the filing requirements as a public issuer.

	For the three months ended
	December 31,
	2016		2015		Variances
Legal, accounting and audit fees	$	4,188	$	-	$	4,188
Management and consulting fees		6,000		6,000		-
Depreciation		400		400		-
Transfer agent and filing fees		1,971		-		1,971
Office supplies and other general expenses		24		6		18
Total Selling, general and administrative expenses	$	12,583	$	6,406	$	6,177

Since inception we have incurred a net loss of $105,834.

Contractual Obligations and Other Commitments

N/A

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 are material to stockholders.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements, included herein.

Recent Accounting Pronouncements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the three months ended December 31, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms to ensure effectiveness as we grow. We have engaged an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board, once we are able to secure additional board members, to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest averse to our Company.

ITEM 1A. RISK FACTORS

A smaller reporting company is 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.

ITEM 6. EXHIBITS

The Company’s financial statements filed as part of this interim report are listed in the Table of Contents and provided in response to Item 1.

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number		Description
3.1		Articles of Incorporation of APP Incline Corporation*
3.2		Bylaws of APP Incline Corporation*
4.2		Form of Subscription Agreement*
10.1		Management Agreement between the Company and Adam Elmquist*
10.2		Promissory Note between the Company and Adam Elmquist dated March 18, 2016*
10.3		Promissory Note between the Company and Adam Elmquist dated April 29, 2016*
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (**)
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (**)
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (**)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (**)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (**)
101.INS		XBRL Instance Document (**)
101.LAB		XBRL Taxonomy Extension Label Linkbase (**)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (**)
101.SCH		XBRL Taxonomy Extension Schema (**)

*Filed previously

**Filed herewith

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.

		APP Incline Corporation

Date:	February 13, 2017	By:	/s/ Adam Elmquist
		Name:	Adam Elmquist
		Title:	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director