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 June 30, 2018
	For the quarterly period ended September 30, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-53669
Commission File Number

EPOXY, INC.
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2518 Anthem Village Drive, Suite 100, Henderson NV	89052
(Address of principal executive offices)	(Zip Code)

702-350-2449
(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 [ X] No [X ]

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 [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (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 7(a)(2)(B) of the Securities Act. [ ]

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

1350,~~746,946,685~~631 shares of common stock outstanding as of ~~September~~January 2815, ~~2018~~2019 (Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

EPOXY, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	43
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	109
Item 4.	Controls and Procedures	109
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	119
Item 1A.	Risk Factors	119
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	119
Item 3.	Defaults Upon Senior Securities	1110
Item 4.	Mine Safety Disclosures	1110
Item 5.	Other Information	1110
Item 6.	Exhibits	1110
	SIGNATURES	1211

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Page
Unaudited Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	F-1
Unaudited Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	F-1
Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017	F-2
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017	F-2
Unaudited Consolidated Statement of Cash Flows for the six months ended June 30, 2018 and 2017	F-3
Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2018 and 2017	F-3
Notes to the Unaudited Consolidated Financial Statements	F-4 to F-1213

EPOXY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2018 (Unaudited)			December 31, 2017
ASSETS
Current
Cash	$	4,021		$	5,440
Accounts receivable		-			2,750
Prepaid expenses		-			970
Total Current Assets		4,021			9,160
Trademark and Patent		-			7,695
Total Assets	$	4,021		$	16,855
LIABILITIES
Current
Accounts payable and accrued liabilities	$	301,361		$	252,082
Accounts payable and accrued liabilities – related parties		109,217			88,293
Loans payable		17,000			17,000
Loan payable – related party		12,000			12,000
Derivative liabilities		403,970			497,988
Convertible notes, net of unamortized discounts and deferred financing cost		210,011			193,144
Other liabilities		72,400			72,400
Total Current Liabilities		1,125,959			1,132,907
Total Liabilities		1,125,959			1,132,907
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.00001 par value;
authorized: 35,000,000 Series A Preferred shares, 25,080,985 issued and outstanding as of June 30, 2018 and December 31, 2017		251			251
authorized: 15,000,000 Series B Preferred shares, 1,000,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017		10			10
Common Stock, $0.00001 par value;
authorized: 4,450,000,000 shares, 1,746,946,685 and 1,602,995,014 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively		17,470			16,030
Additional paid-in capital		3,860,487			3,827,028
Accumulated deficit		(5,000,156	)		(4,959,371	)
Total Stockholders' Deficit		(1,121,938	)		(1,116,052	)
Total Liabilities and Stockholders' Deficit	$	4,021		$	16,855

Unaudited

	September 30, 2018			December 31, 2017
ASSETS
Current
Cash	$	13,078		$	5,440
Accounts receivable		-			2,750
Prepaid expenses		-			970
Total Current Assets		13,078			9,160

Trademark and Patent		-			7,695

Total Assets	$	13,078		$	16,855

LIABILITIES
Current
Accounts payable and accrued liabilities	$	293,720		$	252,082
Accounts payable and accrued liabilities – related parties		115,928			88,293
Loans payable		17,000			17,000
Loan payable – related party		12,000			12,000
Derivative liabilities		248,441			497,988
Convertible notes, net of unamortized discounts and deferred financing cost		236,030			193,144
Other liabilities		72,400			72,400
Total Current Liabilities		995,519			1,132,907

Total Liabilities		995,519			1,132,907

STOCKHOLDERS' DEFICIT
Preferred Stock, $0.00001 par value;
authorized: 35,000,000 Series A Preferred shares, 25,330,985 and 25,080,985 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		253			251
authorized: 15,000,000 Series B Preferred shares, 1,000,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017		10			10
Common Stock, $0.00001 par value;
authorized: 4,450,000,000 shares, 349,399 and 320,608 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		3			3
Additional paid-in capital		3,903,127			3,843,055
Accumulated deficit		(4,885,834	)		(4,959,371	)
Total Stockholders' Deficit		(982,441	)		(1,116,052	)
Total Liabilities and Stockholders' Deficit	$	13,078		$	16,855

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

F-1

EPOXY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended						Six months ended
	June 30,						June 30,
	2018			2017			2018			2017
Revenue	$	33,689		$	20,051		$	67,512		$	61,104
Operating Expenses
Amortization		-			-			7,695			-
Software research and development		9,152			3,520			21,600			6,400
General and administrative expenses		57,830			61,800			125,824			126,158
Total operating expenses		66,982			65,320			155,119			132,558
Loss from operations		(33,293	)		(45,269	)		(87,607	)		(71,454	)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		214,937			(61,639	)		85,228			(502,197	)
Interest expense		(20,470	)		(35,241	)		(38,406	)		(96,461	)
Total other income (expenses)		194,467			(96,880	)		46,822			(598,658	)
Income (loss) before taxes	$	161,174		$	(142,149	)	$	(40,785	)	$	(670,112	)
Income tax (expense) benefit		-			-			-			-
Net income (loss)	$	161,174		$	(142,149	)	$	(40,785	)	$	(670,112	)
Net income (loss) per share
– basic	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
– diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
– basic		1,746,946,764			1,602,995,014			1,696,563,652			1,390,625,644
– diluted		3,950,518,449			1,602,995,014			1,696,563,652			1,390,625,644

Unaudited

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017

Revenue	$	52,435		$	18,252		$	119,947		$	79,356

Operating Expenses
Amortization		-			-			7,695			-
Software research and development		8,864			4,546			30,464			10,946
General and administrative expenses		60,728			53,785			186,552			179,942
Total operating expenses		69,592			58,331			224,711			190,888

Loss from operations		(17,157	)		(40,079	)		(104,764	)		(111,532	)

Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		169,309			(180,134	)		254,537			(682,331	)
Interest expense		(37,830	)		(14,335	)		(76,236	)		(110,797	)
Total other income (expenses)		131,479			(194,469	)		178,301			(793,128	)

Income (loss) before taxes	$	114,322		$	(234,548	)	$	73,537		$	(904,660	)

Income tax (expense) benefit		-			-			-			-

Net income (loss)	$	114,322		$	(234,548	)	$	73,537		$	(904,660	)

Net income (loss) per share
– basic	$	0.33		$	(0.73	)	$	0.21		$	(3.25	)
– diluted	$	0.00		$	(0.73	)	$	0.00		$	(3.25	)

Weighted average shares outstanding
– basic		349,399			320,608			342,731			278,134
– diluted		64,173,746			320,608			64,167,078			278,134

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

F-2

EPOXY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2018			2017
Cash flows from Operating Activities
Net loss	$	(40,785	)	$	(670,112	)
Net income (loss)	$	73,537		$	(904,660	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization		7,695			-
Accrued interest converted to shares		-			5,704
Transfer agent fees issued by shares		-			7,804
(Gain) loss on change in fair value of derivative liabilities		(85254,~~228~~537	)		~~502~~682,~~197~~331
Amortization of discounts on convertible notes		2045,~~674~~500			7481,~~763~~855
Amortization of deferred financing costs		~~874~~2,066			6,605
Interest expense due to default on convertible note		-3,780			3,680
Imputed interest		~~350~~525			~~350~~525
Changes in operating assets and liabilities:
Accounts receivable		2,750			(~~700~~3,000	)
Prepaid expenses		970			~~(3,000~~-	)
Deferred revenue		-			(29,000	)
Accounts payable and accrued expenses		5042,~~357~~717			3660,~~887~~282
Accounts payable and accrued expenses, related party		2027,~~924~~635			2334,~~412~~922
Net cash used in operating activities		(2147,~~419~~362	)		(4152,~~410~~952	)
Cash flows from Financing Activities
Proceeds from convertible notes		2030,000			4156,500
Net cash provided by financing activities		20,000			41,500
Proceeds from sale of Series A Preferred Shares		25,000			-
Net increase (decrease) in cash during the period		(1,419	)		90
Net cash provided by financing activities		55,000			56,500
Net increase (decrease) in cash during the period		7,638			3,548
Cash, beginning of period		5,440			2,662
Cash, end of period	$	413,~~021~~078		$	26,~~752~~210
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplemental non-cash investing and financing activities:
Debt principal converted to shares	$	4,680		$	91,300
Accrued interest converted to shares	$	1,~~078~~079		$	9,224
Derivative liability reclassified as additional paid-in capital	$	28,790		$	475,922
Derivative liability – debt discount	$	-		$	49,680
Debt issuance financing cost	$	-		$	4,500

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

F-3

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of business and basis of presentation

Organization and nature of business)

Epoxy, Inc. (the "Company") was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp.

On August 1, 2014, the Company's name changed from Neohydro Technologies Corp. to Epoxy, Inc. in furtherance of actions taken on May 23, 2014, when the Board of Directors of the Company (the "Board") approved and recommended to the Majority Stockholders that they approve the name change. On May 27, 2014, the Majority Stockholders approved the name change by written consent in lieu of a meeting, in accordance with Nevada law. On August 4, 2014, the Company submitted the name change to FINRA for their review and approval, as well as the approval of a symbol change from NHYT to EPXY. The Company filed an amendment to our Articles of Incorporation with the Secretary of State of Nevada changing our name to Epoxy, Inc. effective on August 1, 2014.

On March 16, 2016 pursuant to approval by the board of directors and shareholders, the Company filed an Amendment to its Articles of Incorporation increasing the authorized shares to 900,000,000 with 850,000,000 common and 50,000,000 preferred shares. On September 28, 2016, the Company's board of directors and majority shareholder approved a further increase of the Company's authorized share capital from 850,000,000 common shares to 1,950,000,000 common shares. The Company filed the amendment with the State of Nevada on November 21, 2016. On November 7, 2017, the Company's board of directors and majority shareholder approved a further increase of the Company's authorized share capital from 1,950,000,000 common shares to 4,450,000,000 common shares. The Company filed the amendment with the State of Nevada on January 11, 2018. On September 17, 2018 the Company's Board of Directors approved a reverse stock split of all the outstanding shares of the Company's Common Stock at a ratio of one post-split share per five-thousand pre-split shares (1:~~5,000~~5000), without changing the $0.00001 par value or authorized amount of Common Stock, and rounding fractional shares resulting from the stock split up to the nearest whole number (the "Reverse Stock Split"). The Reverse Stock Split ~~has~~became ~~not~~effective ~~yet~~on ~~received~~October ~~approval~~3, ~~from~~2018. ~~the~~Unless ~~required~~otherwise ~~regulatory~~noted, ~~authorities~~impacted share amounts and ~~has~~per ~~not~~share ~~yet~~information included in the financial statements and notes thereto have been ~~impacted~~retroactively adjusted for the reverse stock split as if such share split occurred on the first day of the first period presented. Certain amounts in ~~these~~the notes to the financial statements may be slightly differently than previously reported due to rounding of fractional shares as a result of the reverse stock split.

The Company, initially through its wholly owned subsidiary, Couponz, Inc., and now primarily via operations undertaken by Epoxy, Inc directly, is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers.

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 ~~six~~nine months ended ~~June~~September 30, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the Securities and Exchange Commission on June 8, 2018.

F-4

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of business and basis of presentation (continued)

Net (loss) income per share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the ~~six~~nine months ended ~~June~~September 30, 2018 and December 31, 2017, all potentially dilutive securities are anti-dilutive due to the Company's losses from operations.

All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our earnings (loss) per share calculations.

~~All~~The ~~dilutive~~following ~~common~~table ~~stock~~sets ~~equivalents~~forth ~~are~~the ~~reflected~~number inof ~~our earnings (loss) per share calculations. Anti-~~dilutive ~~common~~shares ~~stock~~as ~~equivalents~~of ~~are~~September ~~not~~30, ~~included in our earnings (loss) per share calculations.~~ 2018

The following table sets forth the number of dilutive shares as of June 30, 2018

Series A Preferred shares			63,327,463
Convertible notes*			496,884
Total diluted shares			68,824,347

Series A Preferred share			62,702,462
Convertible notes*			2,140,869,222
Total diluted shares			2,203,571,684

*the number of shares was calculated based on the closing price of the common stock of the Company as of September 30, 2018

Note 2 – Going Concern

For the ~~six~~nine months ended ~~June~~September 30, 2018, the Company used net cash in operations of $2147,~~419~~362. In addition, the Company had a working capital deficit as of ~~June~~September 30, 2018. 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 2018 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 3- Fair Value Measurements

FASB 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.

F-5

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3- Fair Value Measurements (continued)

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.

The following table provides a summary of the fair value of our derivative liabilities as of ~~June~~September 30, 2018 and December 31, 2017:

	Fair value measurements on a recurring basis
	Level 1			~~Level 2~~	Level 2		~~Level 3~~		Level 3
As of June 30, 2018:
As of September 30, 2018:
Liabilities
Derivative liabilities	$	-$	-	$	-	$	$-	~~403,970~~		$	248,441
As of December 31, 2017:
Liabilities
Derivative liabilities	$	-$	-	$	-	$	$-	~~497,988~~		$	497,988

Note 4- Loans Payable

The Company has received loans from third parties in prior fiscal years, accruing interest at rates of between 5% and 10% with default interest rates of between 10% and $16%. The loans are in default and due on demand as at ~~June~~September 30, 2018 and December 31, 2017:

	Note Payable		Accrued interest
Balance, December 31, 2016	$	17,000	$	4,218
Additions		-		1,848
Balance, December 31, 2017		17,000		6,066
Additions		-		~~916~~1,382
Balance, June 30, 2018	$	17,000	$	6,982
Balance, September 30, 2018	$	17,000	$	7,448

Note 5- Convertible Notes

At ~~June~~September 30, 2018 and December 31, 2017, convertible notes payable consisted of the following:

	June 30, 2018			December 31, 2017
	September 30, 2018			December 31, 2017
Principal amount	$	~~221~~236,~~500~~030		$	205,430
Less: unamortized debt discount		~~(11,047~~-	)		(11,721	)
Financing costs		~~(442~~-	)		(565	)
Convertible notes payable, net	$	~~210~~236,~~011~~030		$	193,144

F-6

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes (continued)

(1)	Convertible notes originally due on November 27, 2015

On November 27, 2012, the Company entered certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. On the date of the agreements, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $0. The carrying value will be accreted over the term of the convertible debentures up to its face value of $125,000.

On August 1, 2014, the Company successfully amended the terms of the aforementioned loan agreements. Under the amended terms, a total of $125,000 originally available for conversion into 250,000,000 shares of common stock at $0.0005 per share was amended to reflect a fixed conversion price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted.

The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification, and as such the remaining unamortized discount of $88,184 as of the amendment date, was recorded as loss on extinguishment of debt. The Company recalculated the intrinsic value of the embedded beneficial conversion feature of $125,000, which amount was recorded as the discount on the amended convertible notes. The carrying value will be accreted over the term of the convertible notes up to their face value of $125,000.

Concurrently, in August 2014, the conversion features in respect to these notes became tainted upon the issuance of other variable rate convertible debt. Accordingly, we accounted for the conversion options in respect to these notes as derivative liabilities.

On July 16, 2015, the Company again amended the terms of the convertible loan agreements for a total of $125,000 to extend the maturity date from November 27, 2015 to April 16, 2016. Subsequently, the parties agreed the notes would mature on January 1, 2017. The notes were further modified whereby they do not become convertible until maturity.

Upon the change to the terms of the convertible notes, the Company analyzed the conversion feature for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature would not create embedded derivatives until maturity, January 1, 2017.

Further upon maturity, and due to the continuing existence of other variable rate convertible debt, we accounted for the conversion options in respect to these notes as derivative liabilities.

The carrying value of these convertible notes is as follows:

As at ~~June~~September 30, 2018 and December 31, 2017, the carrying values of the convertible debenture was $125,000.

During the three months ended ~~June~~September 30, 2018 and 2017, accrued convertible interest thereon was $3,116.

During the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017, accrued convertible interest thereon was $69,~~233~~349.

The notes came due on January 1, 2017 and are currently in default.

F-7

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes (continued)

(2)	Convertible note due on January 25, 2017

On January 25, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $30,000 from total loan proceeds of $35,000, which bears interest at 8% per annum and is due on January 25, 2017. Financing fees of $3,000 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion.

In January 2017, the noteholder gave notice of conversion and the Company issued 290,187,136 pre-reverse split shares of its common stock in full satisfaction of the entire principal of $35,000 and accrued interest balance of $2,792 with $3,520 in transfer agent fees.

(3)	Convertible note due on May 24, 2017

On May 20, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $4641,~~000~~500 from total loan proceeds of $4146,~~500~~000, which bears interest at 8% per annum and is due on May 24, 2017. Financing fees of $2,500 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

During the three months period ended March 31, 2017 the noteholder gave notice of conversion and the Company issued 726,933,349 pre-reverse split shares of its common stock in full satisfaction of the entire principal of $46,000 and accrued interest balance of $2,625

On January 11, 2017, the Company received net proceeds of $41,500 with respect to the backend feature of this Convertible Note. Financing fees of $2,500 and legal fees of $2,000 were paid in respect of the backend note which bears interest at 8% per annum and is due on May 24, 2017. During the quarter ended June 30, 2017 the convertible note fell into default due to the Company failure to be current in its filings with the Securities and Exchange Commission. Upon an event of default, the interest rate is increased to 24% per annum. On May 24, 2017, this Note remained unpaid at maturity, and the outstanding principal due under this Note was increased by 8%, or $3,680.

In March 2018, the noteholder gave notice of conversion and the Company issued 143,951,671 pre-reverse split shares of its common stock in satisfaction of the principal of $4,680 and accrued interest payable of $1,~~078~~079

As at ~~June~~September 30, 2018, carrying values of the back-end convertible debenture and accrued convertible interest thereon were $45,000 and $1417,~~348~~071 respectively. As at December 31, 2017 the carrying values of the back-end convertible debenture and accrued convertible interest thereon were $49,680 and $9,105, respectively.

(4)	Convertible note due on July 13, 2017

On July 13, 2016 a total of $15,000 in principal and $6,031 in accrued interest payable to Andara Investments Limited (formerly known as Adam's Ale) was acquired by GW Holdings Group LLC. The Company issued a replacement note in the principal amount of $21,031 to GW on July 21, 2016 which convertible note bears interest at 8% per annum and is due on July 13, 2017. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

During the year ended December 31, 2016, the Company issued 49,290,170 shares in respect of Conversion Notices received for a total of $10,731 in principal and $137 in accrued interest, and in January 2017, the Company issued 52,933,533 shares in respect of Conversion Notices received for a total of $10,300 in principal and $278 in accrued interest in January 2017. As of June 30, 2018 and December 31, 2017, the Company had converted the entire principal and accrued interest under the note above, leaving a balance of $0 on the balance sheet.

F-8

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes (continued)

(4)	Convertible note due on July 13, 2017 (cont'd)

During the year ended December 31, 2016, the Company issued 49,290,170 pre-reverse split shares in respect of Conversion Notices received for a total of $10,731 in principal and $137 in accrued interest, and in January 2017, the Company issued 52,933,533 pre reverse split shares in respect of Conversion Notices received for a total of $10,300 in principal and $278 in accrued interest in January 2017. As of September 30, 2018, and December 31, 2017, the Company had converted the entire principal and accrued interest under the note above, leaving a balance of $0 on the balance sheet.

(5)	Convertible note due on January 5, 2018

On July 5, 2017, the Company entered into a convertible loan agreement with an investor. The Company received total loan proceeds $15,000, which bears interest at 5% per annum and is due on January 5, 2018. Upon an event of default, the interest rate is increased to 15% per annum. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

The notes came due on January 5, 2017 and are currently in default.

As at ~~June~~September 30, 2018 the carrying value of the convertible debenture and accrued convertible interest thereon were $15,000 and $12,~~463~~030, respectively. As at December 31, 2017 the carrying value of the convertible debenture and accrued convertible interest thereon were $14,592 and $368, respectively.

(6)	Convertible note due on September 27, 2018

On September 27, 2017, the Company entered into a Securities Purchase Agreement ("SPA") with an investor where under the Company will issue four 8% convertible redeemable notes in the aggregate principal amount of $63,000 with the first note being $15,750 funded on October 4, 2017, with financing cost of $750, and the rest will be funded in future periods, convertible into shares of the Company's common stock with a maturity date on September 27, 2018. On January 15, 2018 a further $15,000, inclusive of $750 in legal fees, and on March 8, 2018 additional $5,000, had been received, and on July 16, 2018 a further $10,000, inclusive of $750 in legal fees had been received as well. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. On September 27, 2017, this Note remained unpaid at maturity, and the outstanding principal due under this Note was increased by 8%, or $3,780.

As at ~~June~~September 30, 2018 the carrying value of the convertible debenture and accrued convertible interest thereon were $7051,~~011~~030 and $12,~~646~~631, respectively. As at December 31, 2017, the carrying value of the convertible debenture and accrued convertible interest thereon was $5315,~~551~~750 and $304, respectively. The unamortized debt discount was $~~11,489~~0 and $11,878, respectively as of ~~June~~September 30, 2018 and December 31, 2017.

In our evaluation of the aforementioned financing arrangements, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 7 for derivative disclosure).

The following table sets forth interest expense for amortization of the debt discount and financing costs recognized related to the above convertible notes:

	Three Months ended June 30,				Six Months ended June 30,
	2018		2017		2018		2017
Amortization of financing costs	$	451	$	1,913	$	873	$	6,605
Amortization of debt discount		11,297		23,239		20,674		74,763
Total	$	11,748	$	25,152	$	21,547	$	81,368

F-9

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes (continued)

The following table sets forth interest expense for amortization of the debt discount and financing costs recognized related to the above convertible notes:

	Three Months ended September 30,						Nine Months ended September 30,
	2018			2017			2018			2017
Amortization of financing costs		$	1,193		$	-		$	2,066		$	6,605
Amortization of debt discount			24,826			7,092			45,500			81,855
Total		$	26,019		$	7,092		$	47,566		$	88,460

Note 6 – Common Stock and Stock-Based Compensation

On November 7, 2017 the Board of Directors and majority shareholders approved the authorization of an increase of the authorized shares of the Company to an aggregate number of Four and a Half Billion (4,500,000,000) of which 4,450,000,000 shares are common stock, with a par value of $0.00001 per share, and Fifty Million (50,000,000) shares are preferred stock, with a par value of $0.00001 per share.

On September 17, 2018 the Company's Board of Directors approved a reverse stock split of all the outstanding shares of the Company's Common Stock at a ratio of one post-split share per five-thousand pre-split shares (1:5000), without changing the $0.00001 par value or authorized amount of Common Stock, and rounding fractional shares resulting from the stock split up to the nearest whole number (the "Reverse Stock Split"). The Reverse Stock Split became effective on October 3, 2018.

Common stock

As described more fully above in Note 5, the Company issued 214,010 shares of common stock (1,070,054,018 pre-reverse split shares of common stock) to settle certain convertible notes and accrued interest payable during the year ended December 31, 2017.

As described more fully above in Note 5, the Company issued 28,791 shares of common stock (143,951,671 pre-reverse split shares of its common stock) in satisfaction of the principal of $4,680 and accrued interest payable of $1,~~078~~079 induring ~~March~~the nine-month period ended September 30, 2018.

There were no shares of common stock issued during the ~~three~~quarters ~~months~~ ended June 30, 2018 and September 30, 2018.

Series A Preferred Shares

AsOn atJuly ~~June 30~~2, 2018 ~~and December 31~~, ~~2017~~ the Company ~~had~~received $25,~~080,985~~000 ~~Series~~from Aan ~~Preferred~~investor ~~Shares~~to ~~issued~~purchase ~~and outstanding~~250,000 ~~each~~Series ~~carrying~~A ~~conversion~~Preferred ~~rights~~Shares ofat 2$0.510 ~~common~~per ~~shares to each 1~~ share. ofThe Series A Preferred ~~Stock~~Shares ~~and~~is ~~voting~~deemed ~~rights of 15~~ to 1,be ~~compared to common stock~~issued.

OnAs at September 1630, ~~2015~~2018 ~~pursuant~~and toDecember ~~approval~~31, by2017 the ~~Board~~Company ~~of Directors~~had 25,330,985 ~~the~~and ~~registrant~~25,080,985 ~~filed~~Series aA ~~Certificate~~Preferred ofShares ~~Designation~~issued ~~for~~and ~~its~~outstanding, ~~Class~~respectively, Beach ~~preferred~~carrying ~~shares~~conversion ~~under~~rights ~~which~~of it2.5 ~~was~~common ~~designated that there should be 15,000,000 Class B preferred~~ shares ~~with~~to ~~par~~each ~~value~~1 share of ~~$0.00001~~Series ~~each~~A ofPreferred ~~which~~Stock ~~shall~~and ~~have~~ voting rights of ~~1,000~~15 to 1, as compared to common stock ~~but no conversion rights~~.

Series B Preferred Shares

On September 16, 2015 pursuant to approval by the Board of Directors, the Company filed a Certificate of Designation for its Class B preferred shares under which it was designated that there should be 15,000,000 Class B preferred shares with par value of $0.00001 each of which shall have voting rights of 1,000 to 1 as compared to common stock but no conversion rights. As at September 30, 2018 and December 31, 2017 the Company had 1,000,000 Series B Preferred Shares issued and outstanding, respectively

F-10

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Derivative Liabilities

On July 5, 2017, the Company entered into a convertible loan agreement with an investor. The Company received total loan proceeds $15,000, which bears interest at 5% per annum and is due on January 5, 2018. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

On September 27, 2017, the Company entered into a Securities Purchase Agreement ("SPA") with an investor where under the Company will issue four 8% convertible redeemable notes in the aggregate principal amount of $63,000 with the first note being $15,750 funded on October 4, 2017, with financing cost of $750, and the rest will be funded in future periods, convertible into shares of the Company's common stock with a maturity date on September 27, 2018. On January 15, 2018 a further $15,000, inclusive of $750 in legal fees, and on March 8, 2018 additional $5,000, had been received, and on July 16, 2018 a further $10,000, inclusive of $750 in legal fees had been received as well. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. Upon issuance, a total of $2633,~~387~~780, the day one loss on the notes, was recorded as a change in the fair value of the derivative liability.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

FWe estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-10Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments.

As a result of the application of ASC No. 815 in period ended September 30, 2018 and December 31, 2017, the fair value of the conversion feature associated with the convertible loans is summarized as follows:

Balance at December 31, 2017	$	497,988
Derivative additions associated with convertible notes		33,780
Derivative liability reclassified as additional paid-in capital associated with conversion of debt		(28,790	)
Loss on change in fair value during the period		(254,537	)
Balance at September 30, 2018	$	248,441

The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of September 30, 2018, December 31, 2017 and commitment date:

Commitment

Date

September 30,

2018

December 31,

2017

Expected dividends

Expected volatility

319.13%~453.80%

572.51% ~ 1,194%

Expected term

0 ~ 0.98 years

0 ~ 0.74 years

Risk free interest rate

0.55%~0.33%

1.28% ~ 1.65%

All above convertible notes are due as of September 30, 2018, we calculated the derivative liabilities on the conversion price.

F-11

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Derivative Liabilities (continued)

We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments.

As a result of the application of ASC No. 815 in period ended June 30, 2018 and December 31, 2017, the fair value of the conversion feature associated with the convertible loans is summarized as follows:

Balance at December 31, 2017	$	497,988
Derivative additions associated with convertible notes		20,000
Derivative liability reclassified as additional paid-in capital associated with conversion of debt		(28,790	)
Loss on change in fair value during the period		(85,228	)
Balance at June 30, 2018	$	403,970

The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of June 30, 2018, December 31, 2017 and commitment date:

Commitment Date

June 30, 2018

December 31, 2017

Expected dividends

Expected volatility

319.13%~453.80%

286.05%~361.56%

572.51% ~ 1,194%

Expected term

0 ~ 0.98 years

0.07~0.53 years

0 ~ 0.74 years

Risk free interest rate

0.55$~0.33%

0.44$~0.62%

1.28% ~ 1.65%

Note 8 - Commitments

(1)	Office Lease

On April 16, 2015 the Company entered into a six-month lease commencing April 1, 2015 with certain other third parties in respect of a shared office and residential premises located in San Diego, California. The Company's obligation under the terms of the lease was $875 per month plus utilities. The Company paid a security deposit of $875 and the first two months rent totaling $1,750 upon signing of the contract. Effective November 1, 2015, the Company agreed to a rent increase to $925 per month plus utilities. ~~The~~Upon expiry of the lease, the Company ~~did~~continued ~~not~~to ~~enter~~operate the lease on a month to month basis. In May 2018 the Company entered into a ~~formal~~new ~~renewal~~lease agreement ~~and~~for the ~~lease~~same isspace ~~now~~for ~~operating~~a onterm of six months at a monthly rate of $1,795 plus utilities. On expiry of the lease term the Company has returned to month to month ~~basis~~arrangement with the landlord at the same rate.

(2)	Vehicle Lease

On July 29, 2016 the Company entered into a closed end motor vehicle lease for a 36 months term with an initial deposit of $1,200 and a monthly payment of $897, due on the first of each month. The lease does not meet the criteria of a capital lease and therefore the amounts are expended on a monthly basis and included in operating expenses. The lease was personally guaranteed by our President, Mr. David Gasparine. At the end of the term, the vehicle may be purchased for $35,568.

Future minimum payments under the terms of the aforementioned lease are as follows:

2018 - $52,~~380~~690

2019 - $6,277

F-11

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9 – Related Party Transactions

Transactions with David Gasparine

In October 2015, the board agreed to increase Mr. Gasparine's salary under an employment agreement originally entered into during fiscal 2014 to $72,000 per annum.

During the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017, the Company accrued additional fees of $3654,000 respectively for services provided by Mr. Gasparine. The Company paid $1221,710, net, to Mr. Gasparine in the current ~~six~~ nine-month period (2017 - $1015,~~325~~625), leaving $~~107~~113,~~055~~766 and $86,731, respectively, on the balance sheets as accounts payable and accrued liabilities – related parties as at ~~June~~September 30, 2018 and December 31, 2017.

Transactions with Mary Gasparine

On September 12, 2016 the Company received proceeds of $12,000 secured by a promissory note from Mary Gasparine, the mother of our CEO, President and a director. The loan bears interest at 12% per annum and matures on September 12, 2017. As at ~~June~~September 30, 2018 and December 31, 2017 a cumulative total of $2,162 and $1,562, respectively, has been accrued as interest expense in respect to the aforementioned loan and recorded on the balance sheets as accounts payable and accrued liabilities – related party. On September 12, 2017 this loan came due and payable, including all accrued interest thereon. This loan is presently in default.

F-12

EPOXY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 – Other Liability

(a)

During the three months ended March 31, 2016 the Company entered into various agreements with a telephone service provider (the "Client") for the launch of the Epoxy App at its corporate and franchise locations. Under the terms of the agreement, Epoxy would offer training to the corporate location and the term would run twelve months from the launch of the Epoxy App. As consideration the Company would receive fees from certain locations in advance, totaling $23,400. Subsequent to the execution of the agreements the Client revised its corporate focus. As a result, the Company has recorded the entire fee remitted as deferred revenue until such time as a formal unwinding of the agreement is complete. As at ~~June~~September 30, 2018 and December 31, 2017, the amounts received remain in other liability as the Company has not yet concluded the unwinding of the agreement. At the date this report, executive management of the Client has not responded to management requests to complete the formal unwinding of the agreement.

(b)

On March 31, 2016 the Company entered into an agreement with a third party to develop a customized EPOXY app for gift and loyalty cards for each client. Under the terms of the agreement Epoxy will receive a development fee of $49,000 which amounts were paid as to $30,000 on signing of the agreement, and $19,000 upon official launch of the pilot program, which occurred during the year ended December 31, 2016. All proceeds have been received under the contract. These amounts are expected to be realized as income upon completion of the pilot program. However, as at the date of this report, executive management of the third party has not confirmed the program is complete. As at ~~June~~September 30, 2018 and at December 31, 2017, the amounts received remained in other liabilities.

Note 11 – Subsequent events

On September 17, 2018 the Company's Board of Directors approved a reverse stock split of all the outstanding shares of the Company's Common Stock at a ratio of one post-split share per five-thousand pre-split shares (1:5,000), without changing the $0.00001 par value or authorized amount of Common Stock, and rounding fractional shares resulting from the stock split up to the nearest whole number (the "Reverse Stock Split"). The Reverse Stock Split has not yet received approval from the required regulatory authorities and has not been reflected in these financial statements.

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-1213

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This current 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").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission on June 8, 2018 along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Epoxy, Inc. and its wholly owned subsidiary Couponz, Inc.

Current Business

On July 19, 2013, the Company entered into an agreement to purchase Couponz, Inc. ("Couponz"), a company incorporated in the State of Nevada. Under the agreement, the Company had the right to acquire 100% of the ownership of Couponz, Inc. in exchange for the issuance of 24,514,319 shares of preferred stock of the Company and $100,000. The agreement provided for the preferred shares issued to be designated as 1 share of preferred to carry 15 shares of common voting rights and to be convertible into common shares on the basis of 2.5 shares of common for each 1 share of preferred. Mr. David Gasparine, the sole director of Epoxy Inc., is also the controlling shareholder of Couponz, Inc., and, as such, the transaction is considered to be non-arm's length. Mr. Gasparine became the controlling shareholder of the Company concurrent with the completion of the transaction.

On November 1, 2013, the Company completed the aforementioned transaction and Couponz, Inc. became a wholly owned subsidiary of the Company.

Our goal is to provide a simple and easy to use platform for consumers to find business information, including but not limited to product and service descriptions, promotions, loyalty programs, and customer reviews, as well as to provide business owners a simple and easy to use platform to promote their businesses to mobile app users. Through the use of research and development we will be able to continue evolving our platform and features provided for our users.

Epoxy's mobile app, is a "two-part" system that has a server that both a website and a mobile application access. The mobile app allows users to find local businesses that have an Epoxy membership. An app user can navigate to an individual business several ways. App users can find a specific business by searching for the specific name of the business, the category of the business or by the app users location and listed results on a Map View. App users can then filter the results of the businesses in the Map View by category. Once a business is chosen the app user is presented with a Business Landing Page or "BLP". The BLP displays information about that specific business that the business owner has input including operating hours, locations, menus, phone numbers as well as marketing such as digital loyalty cards and coupons. Within the BLP app users can also create reviews or "Sticky Notes" about that individual business and review other Sticky Notes that have been previously created. When an app user opens a loyalty card or offer the app has a built in scanner that allows the staff to "punch" or "redeem" either offer. A loyalty card is scanned multiple times and once completely filled is valid for a specified offer from the business owner. The app user can collect or "save" filled loyalty cards to redeem at a later time. A coupon is a one-time use offer that once redeemed will disappear from the device and become de-active. A business needs no equipment as the scanner is built into the Epoxy application that is required to scan each unique QR code. Epoxy provides each business with their own unique code that is used to track each loyalty card and offer. Each time an app user redeems an offer or digitally receives a punch the system tracks that information and displays it on a website administration panel for the business owner to track.

The website serves as a merchant login where merchants can access an administration panel that allows them to create their BLP and add digital punch cards, offers, events and send out direct messages to individuals or groups in real-time. The admin panel also will provide the merchants with analytics such as the number of recipients for these direct messages, the number of punch cards and offers that have been used as well as the individual customers who are recommending that particular business (the referral system is a pending patent). This will allow the merchant to distinguish between different levels of consumers and compensate accordingly. This also adds a level of security and accuracy to the loyalty and coupon program that is not practical with a paper system.

Our pricing for individual merchants is a simple flat membership fee of $50 a month, without any contracts. The mobile app is free for consumers to download, and is available on both Android and Apple platforms. We are also translating our application into other languages in order to apply our technology to other markets. We have obtained a small number of relationships with larger franchise based organizations to whom we offer tiered pricing which will reflect discounts for number of locations using our service. As well we receive development fees from these merchants for the customization of their unique Epoxy app presence.

We plan to expand geographically in stages. We have already obtained various customers beyond the Las Vegas market and into certain Southwestern United States, as well as client accounts in Canada. Our initial target for expansion was focused on Southern California but we have been expanding to new markets as the opportunity presents itself. By December 2019 we plan to expand nationally by adding customers with a national presence to our portfolio. As we experience each stage of growth, we plan to increase our staff primarily through commission-based sales people, as opposed to salaried or hourly wage employees, thus minimizing the financial burden of each stage of expansion. We believe that this plan for expansion will also minimize the need for additional outside financing, as we plan to fund our growth primarily through the growth of our paying customer base. In addition, as we move from single customer locations to larger corporate bodies with numerous franchise or store front locations we will adjust the per location pricing of our program to suit our customer's budget and needs. In addition, we offer training, customized development and product support where applicable for a one time development fee.

Our primary philosophy is to provide excellent customer service to both app users and merchants, while utilizing feedback through our events, website and mobile app. The mobile application platform gives us an opportunity to seamlessly receive feedback while providing a service. Once feedback has been provided we can then study and then apply this to the system. We believe if you keep the marketing simple, to the point and clean people will be willing to listen and convert. Once a customer is willing to listen, they can be turned into more valuable, loyal customers.

Couponz's product is marketed to Mobile App Users as well as Business owners.

RESULTS OF OPERATIONS

Three Months Ended ~~June~~September 30, 2018 Compared to the Three Months Ended ~~June~~September 30, 2017.

Our net loss for the three-month periods ended ~~June~~September 30, 2018 and 2017 is as follows:

	Three months ended
	June 30,
	September 30,
	2018			2017
Revenue	$	3352,~~689~~435		$	20,051
Operating Expenses
Software research and development		98,~~152~~864			34,~~520~~546
General and administrative expenses		5760,~~830~~728			6153,~~800~~785
Total operating expenses		6669,~~982~~592			6558,~~320~~331
Loss from operations		(3317,~~293~~157	)		(4540,~~269~~079	)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		~~214~~169,~~937~~309			(61180,~~639~~134	)
Interest expenses		(2037,~~470~~830	)		(3514,~~241~~335	)
Total other income (expenses)		~~194~~131,~~467~~479			(96194,~~880~~469	)
Income (loss) before taxes	$	~~161~~114,~~174~~322		$	(~~142~~234,~~149~~548	)
Income tax (expense) benefit		-			-
Net income (loss)	$	~~161~~114,~~174~~322		$	(~~142~~234,~~149~~548	)

During the comparative three-month periods ended ~~June~~September 30, 2018 and 2017 the Company experienced an increase to period over period revenue as ~~our~~the ~~current~~number ~~period~~of ~~subscription~~subscriptions ~~rates~~ increased substantially in the current period. The Company's total operating expenses ~~remained~~increased ~~relatively~~period ~~consistent~~over atperiod from $6658,~~982~~331 (~~2018~~2017) ~~as compared~~ to $6569,~~320~~592 (~~2017~~2018) ~~however,~~due to increased software development costs ~~increased~~ from $34,~~520~~546 in the three months ended ~~June~~September 30, 2017 to $98,~~152~~864 in the current period as we continued to upgrade our product offerings. Our general and administrative expenses ~~were~~also ~~slightly~~increased ~~reduced~~ period over period from $6153,~~800~~785 (2017) to $5760,~~830~~728 in the current three-month period. The Company recorded other income in the current period with a gain on the change in the fair value of its derivative liabilities of $~~214~~169,~~937~~309, as compared to a loss of $61180,~~639~~134 in the prior comparative three -month period. Interest expenses period over period were $2037,~~470~~830 and $3514,~~214~~335, respectively for the three months ended ~~June~~September 30, 2018 and 2017.

The Company reported net income of $~~161~~114,~~174~~322 in the current three month period compared to a net loss of $~~142~~234,~~149~~548 in the prior three month period ended ~~June~~September 30, 2017.

~~Six~~Nine Months Ended ~~June~~September 30, 2018 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2017.

Our net loss for the ~~six~~nine-month periods ended ~~June~~September 30, 2018 and 2017 is as follows:

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2018			2017
Revenue	$	67119,~~512~~947		$	6179,~~104~~356
Operating Expenses
Depreciation		7,695			-
Amortization		7,695			-
Software research and development		2130,~~600~~464			610,~~400~~946
General and administrative expenses		~~125~~186,~~824~~552			~~126~~179,~~158~~942
Total operating expenses		~~155~~224,~~119~~711			~~132~~190,~~558~~888
Loss from operations		(87104,~~607~~764	)		(71111,~~454~~532	)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		85254,~~228~~537			(~~502~~682,~~197~~331	)
Interest expenses		(3876,~~406~~236	)		(96110,~~461~~797	)
Total other income (expenses)		46178,~~822~~301			(~~598~~793,~~658~~128	)
Income (loss) before taxes	$	~~(40~~75,~~785~~537	)	$	(~~670~~904,~~112~~660	)
Income tax (expense) benefit		-			-
Net income (loss)	$	~~(40~~75,~~785~~537	)	$	(~~670~~904,~~112~~660	)

During the comparative ~~six~~nine-month periods ended ~~June~~September 30, 2018 and 2017 the Company experienced an increase to period over period revenue as ~~our~~the ~~current~~number ~~period~~of ~~subscription~~subscriptions ~~rates~~ increased substantially in the current period. The Company's total operating expenses increased in the current period from $~~132~~190,~~558~~888 (2017) to $~~155~~224,~~119~~711 as a direct result of a substantial increase to software development costs from $610,~~400~~946 in the ~~six~~nine months ended ~~June~~September 30, 2017 to $2130,~~600~~464 in the current period as we continued to upgrade our product offerings. In addition, the Company recorded a one-time impairment of $7,695 relative to the write down of its previously capitalized trademark and patent application costs in the current ~~six~~nine months ended ~~June~~September 30, 2018 with no prior expense in the comparative period. Our general and administrative expenses ~~remained~~increased ~~relatively~~slightly ~~constant~~ period over period. The Company recorded other income in the current ~~six~~nine-month period as a result of the gain on the change in the fair value of its derivative liabilities of $85254,~~228~~537 as compared to a loss of $~~502~~682,~~197~~331 in the prior comparative ~~six~~nine-month period. Interest expenses period over period were $3876,~~406~~236 and $96110,~~461~~797, respectively for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017.

The Company reported a net ~~loss~~income of $4075,~~785~~537 ~~and~~as compared to a net loss of $~~670~~904,~~112~~660, ~~respectively~~ in the ~~six~~nine-month periods ended ~~June~~September 30, 2018 and 2017. The substantial reduction to the reported loss is entirely due to the change in the fair value of derivative liabilities and a reduction to interest expense in the current ~~six~~nine-month period.

Liquidity and Financial Condition

Working Capital

	At June 30, 2018			At December 31, 2017
	At September 30, 2018			At December 31, 2017
Current Assets	$	413,~~021~~078		$	9,160
Current Liabilities	$	1995,~~125,959~~519		$	1,132,907
Working Capital (Deficit)	$	(1982,~~121,938~~441	)	$	(1,123,747	)

We continue to reflect a working capital deficit as we are unable to meet our operating overhead as it comes due.

Cash Flows

	Six-month periods ended June 30,
	Nine-month periods ended September 30,
	2018			2017
Net cash used in operating activities	$	(2147,~~419~~362	)	$	(4152,~~410~~952	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities	$	2055,000		$	4156,500
Net increase (decrease) in cash during period	$	(17,~~419~~638	)	$	903,548

Operating Activities

Net cash used in operating activities was $2147,~~419~~362 for the ~~six~~nine-month period ended ~~June~~September 30, 2018 compared with cash used in operating activities of $4152,~~410~~952 in the same period in 2017. The decrease in cash used in operating activities is predominantly attributable to various non-cash reconciliation adjustments including substantial reductions to the accretion of debt discount on convertible notes and the change in the fair value of our derivative liabilities. We continued to record increases to accounts payable and related party payables in the current and prior comparative period, as we were not able to retire our obligations as they became due. During fiscal 2017 we were able to bring certain prior deferred revenues in the amount of $29,000 into income, with no similar results in the current ~~six~~nine months ended ~~June~~September 30, 2018.

Investing Activities

There were no investing activities during the ~~six~~nine-month period ended ~~June~~September 30, 2018 and 2017.

Financing Activities

Net cash provided by financing activities was $2055,000 for the ~~six~~nine-month period ended ~~June~~September 30, 2018 compared to $4156,500 of cash provided in the same period in 2017. ~~All~~The ~~amounts~~Company ~~relate~~received to$30,000 and $56,500 from proceeds from convertible notes ~~payable~~and ~~entered~~$25,000 ~~into~~and ~~during~~$0 as a result of the ~~respective~~sale ~~periods~~of Series A preferred shares at September 30, 2018 and 2017, respectively.

Going Concern

For the nine months ended September 30, 2018, the Company used net cash in operations of $47,362. In addition, the Company had a working capital deficit as of ~~June~~September 30, 2018. 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 2018 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 ~~condensed~~ 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.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

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. Refer to Note 2 of the Financial Statements included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on June 8, 2018.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of 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 (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (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 (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.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting 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

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The~~On ~~Company~~July ~~issued~~2, ~~143~~2018,~~951,671 shares~~ ofthe ~~its~~Company ~~common~~received ~~stock~~$25,000 infrom ~~satisfaction~~an ofinvestor ~~principal~~to ofpurchase $4250,~~680~~000 ~~and~~Series ~~accrued~~A ~~interest~~Preferred ~~payable~~Shares ofat $~~1,078~~0.10 inper ~~March 2018~~share.

In respect of the aforementioned shares issued to an investor the Company will claim an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are "accredited investors" and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.

Other than as disclosed above, there were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Description	Filed herewith	Form	Exhibit	Incorporated by reference Filing Date
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X		31.1
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X		31.2
Certification of Principal Executive and Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X		32.1
Interactive Data files	X		101

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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, there unto duly authorized.

	EPOXY, INC.
Date: October 9, 2018	By:	/s/ David Gasparine
Date: January 22, 2019	By:	/s/ David Gasparine
	Name:	David Gasparine
	Title:	Chief Executive Officer (Principal Executive Officer), Treasurer, (Principal Financial Officer) Secretary, and Director

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