UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
or
For the transition period from to
Commission
file number:
(Exact name of registrant as specified in its charter)
| State
or other jurisdiction of incorporation or organization |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
None
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.
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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
(Do not check if a smaller reporting company) |
☐ | Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
shares of common stock are issued and outstanding as of December 15, 2021.
Table of Contents
| INDEX | ||
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (unaudited) | |
| BALANCE SHEETS as of October 31, 2021 and July 31, 2021 | 2 | |
| STATEMENTS OF OPERATIONS for the three months ended October 31, 2021 and 2020 | 3 | |
| STATEMENTS OF CASH FLOWS for the three months ended October 31, 2021 and October 31, 2020 | 5 | |
| NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |
| Item 4. | Controls and Procedures | 11 |
| PART II | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities. | 13 |
| Item 4 | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 14 |
| SIGNATURES | 15 | |
i
PART I FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2021. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the three months ended October 31, 2021 are not necessarily indicative of the results for the entire fiscal year or for any other period.
1
CYBER APPS WORLD INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
| October 31, 2021 | July 31, 2021 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Deposits & prepayments | ||||||||
| Total current assets | ||||||||
| Fixed assets: | ||||||||
| Software development | ||||||||
| Total fixed assets | ||||||||
| Other assets: | ||||||||
| Goodwill | ||||||||
| Software Development - WIP | ||||||||
| Total other assets | ||||||||
| Total assets | ||||||||
| LIABILITIES & STOCKHOLDER’S EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Convertible Notes Payable | ||||||||
| Loan Payable | ||||||||
| Total Long term liabilities | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Preferred stock: $ par value, authorized, issued and outstanding. | ||||||||
| Common stock: $ par value, authorized, issued and outstanding as of October 31, 2021 | ||||||||
| issued and outstanding for business combination as of October 31, 2021 | ||||||||
| Shares to be issued. | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||
| Minority interest | ||||||||
| Total stockholder’s equity | ||||||||
| Total liabilities and stockholder’s equity | ||||||||
(The accompanying notes are an integral part of these unaudited financial statements)
2
CYBER APPS WORLD INC.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the three months period ended October 31, 2021
| Net Sales | $ | |||
| Cost of Goods Sold | ||||
| - | ||||
| Gross Income | ||||
| Expenses | ||||
| General and administrative | ||||
| Consolidated loss before interest & taxes | ( | ) | ||
| Income tax | ||||
| Consolidated net loss | ( | ) | ||
| Net loss to minority interest | ( | ) | ||
| Net loss attributable to Cyber Apps World Inc. | ( | ) | ||
| Net income per share – basic and diluted | ( | ) | ||
| Weighted average shares outstanding – basic and diluted |
(The accompanying notes are an integral part of these unaudited financial statements)
3
CYBER APPS WORLD INC.
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the three months period ended October 31, 2021
| Additional | Shares | |||||||||||||||||||||||||||
| Common Stock | Paid in | to be | Accumulated | Minority | ||||||||||||||||||||||||
| Number | Par Value | Capital | issued | Deficit | Interest | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Opening Balance as of July 31, 2021 | ( | ) | ||||||||||||||||||||||||||
| Share capital for business combination as of July 31, 2021 | - | - | - | - | ||||||||||||||||||||||||
| Common stock issued for cash during the quarter | - | - | - | |||||||||||||||||||||||||
| Common stock subscribed | - | - | - | - | - | |||||||||||||||||||||||
| Shares to be issued. | - | - | - | |||||||||||||||||||||||||
| Net Loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Closing Balance as of October 31, 2021 | ( | ) | ||||||||||||||||||||||||||
(The accompanying notes are an integral part of these unaudited financial statements)
4
CYBER APPS WORLD INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months period ended October 31, 2021
| $ | ||||
| Cash flows from operating activities | ||||
| Net income for the period | ( | ) | ||
| Change in operating assets and liabilities | ||||
| Accounts payable and accrued liabilities | ||||
| Notes Payable | ||||
| Net cash used in operating activities | ||||
| Cash flows from investing activities | ||||
| Software development | ( | ) | ||
| Net cash used in investing activities | ( | ) | ||
| Cash flows from financing activities | ||||
| Loan Payable | ( | ) | ||
| Shares to be issued | ||||
| Proceeds from issuance of common shares | ||||
| Proceeds from issuance of additional paid in capital | ||||
| Common Shares subscribed | ||||
| Net cash provided by financing activities | ||||
| Change in Cash | ||||
| - | ||||
| Cash – beginning of period | ||||
| Cash – end of period | ||||
| Supplemental cash flow disclosures | ||||
| Cash paid For: | ||||
| Interest | - | |||
| Income tax | - | |||
(The accompanying notes are an integral part of these unaudited financial statements)
5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of and for the three months Ended October 31, 2021
Note 1. Summary of Significant Accounting Policies
Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”) and RTsave Inc., a wholly-owned subsidiary incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc. for the year ended July 31, 2021 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2021.
Going Concern
The
Company’s financial statements for the period ended October 31, 2021 have been prepared on a going concern basis, which contemplates
the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any
revenue in and as of October 31, 2021. Additionally, for the three-month period ended October 31, 2021, the Company reported a net loss
of $(
Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.
The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2021. There were no significant changes to these accounting policies during the nine months ended October 31, 2021 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements
Basic loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings (loss) by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options or warrants that could affect the calculated number of shares. Common stock equivalents related to convertible debt are detailed in Note 3.
6
Note 3. Convertible Notes Payable and Notes Payable
As
of October 31, 2021, the Company has a balance of convertible notes of $
Note 4. Capital Stock
Effective
January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a
On
January 22, 2015, the Company converted $
On
April 18, 2016, the Company agreed to convert $
On
February 1, 2019, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a
On
October 23, 2019, the Company’s filed with the Secretary of State of Nevada a Certificate of Change that affected a
As of October 30, 2021, the Company increased its authorized capital to shares of common stock with par value $ .
Note 5. Related Party Transactions
None
Note 6. Subsequent Events
None.
7
ITEM 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
Forward Looking Statements
This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.
Background
We were incorporated on July 15, 2002 under the laws of the State of Nevada under the name Titan Web Solutions, Inc. with a view to offering a full range of business consulting services in the retail specialty coffee industry in China.
On April 9, 2015 we merged with our wholly-owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. Our business focused on the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones.
We completed the acquisition of a website originally located at www.savinstultra.com and now to be located at www.smartsavenow.com (the “Website”), including, without limitation, the website domain, content, data, and all incorporated technology on April 19, 2019. We acquired a 100% undivided interest in and to the Website in consideration of us issuing 11,500,000 shares of our common stock to the vendor at closing.
The Website consists of a search engine that users access in order to compare the prices of different consumer products, which is known as a price comparison website. The initial version of the website is published and is undergoing further development. It currently features consumer items in various product categories, such as electronics, computers, cellular phones, office equipment, clothing, books, toys, and jewellery. As well, the Website includes a search function that allows users to input key words and receive a list of available consumer items that include those words. The Website was developed in Ukraine and India.
We intend to further develop the Website to specifically market to American consumers by providing real-time pricing for items that major U.S. retailers, including Wal-Mart, Best Buy, EBay, and Target, publish on their company websites. The Website will show products available at the lowest price among all sellers and incorporate this automatically into its digital marketing advertising. In order to access the content of the Website, consumers must register and establish an account with us and provide us with contact information, including a name, email address, and telephone number. Account holders who consent to the receipt of electronic correspondence from us will receive periodic emails from us that highlight sales items for specific consumer products that reflect their Website search interests.
During initial development, the vendor of the Website is able to offer products from 86 existing sellers and has agreements with an additional 420 sellers. As with other price comparison websites, we will not charge users anything to use the Website. We intend to generate revenue by securing commission payments from retailers and other sellers. These payments will vary from seller to seller, but will either consist of a fee for each time one of our users accesses a retail website through our website, a fee for each time one of our users buys an item from a retailer or register with their website, or a flat fee for inclusion on our website. Each fee arrangement with a retailer will be negotiated separately. Since our acquisition of the Website and related technology, we have retained software developers in India that have continued development of the Website for commercial deployment.
8
WarpSpeedTaxi App
We intend to complete the development of and operate a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. A ride-hailing service, also known as app-taxi, e-taxi, or a mobility service provider, is a service that, via websites and mobile apps, matches passengers with drivers of vehicles for hire that are not licensed taxi drivers. The computer application that we are developing is intended to provide travellers with convenient door-to-door transport that leverages smart mobility platforms to connect drivers with passengers and lets drivers use their personal vehicles. Ride-hailing, like a traditional taxi service, facilitates drivers providing rides to customers for a fee. However, ride-hailing offers additional capabilities, such as efficient pricing tools, matching platforms, rating systems, and food delivery. We acquired the WarpSpeedTaxi application in its current phase of development from a private Wyoming corporation for total consideration of $300,000 payable in stages. To date, we have paid the vendor $10,000. We owe the vendor an additional $40,000 upon its delivery of a working prototype of the application to us, which development we will fund. We anticipate that we will need to spend an additional $10,000 in order to complete the computer application. We have also issued the vendor a promissory note for the balance of the purchase price of $250,000, which is due upon demand provided that the vendor cannot demand payment of the note until after December 31, 2023. The note bears simple interest at a rate of 5% per year. There is no penalty if we decide to pay the note at any time prior to December 31, 2023.
We anticipate that our WarpSpeedTaxi application will allow customers to hire a standard and luxury motor vehicles via a smartphone or personal computer for both one-way and round-trips with the price based on the distance travelled and the current level of demand for vehicles. In addition to transporting passengers, the application may also be used for deliveries of goods from restaurants, grocery stores, and other businesses that typically utilize local vehicle courier services.
Customers will use the application to request a ride or the delivery of goods. Drivers that we recruit and approve, through confirmation of no criminal record, a clean driving history, and access to a suitable insured vehicle, will act as independent contractors and set their own work hours. They will connect with customers via our application, pick up customers or goods to be delivered in accordance with the customer’s request, and then drive the customers or goods to their destination. Customers will pay for the transportation through the application by way of credit card. Drivers will receive payments for each ride or delivery they complete via a weekly direct deposit to their bank accounts.
Privacy and Value Software
On March 15, 2021, we entered into an agreement to acquire employee monitoring software known as “Privacy and Value”. The software product attempts to balance employer concerns regarding employee efficiency and productivity with employee privacy.
As companies are increasingly attempting to meet the demands of employees that want work environment flexibility and are forced to avoid employee congregation in response to the current global Covid-19 pandemic, they are retaining staff that either work from home or they rely on outsourcing to retain employees and independent contractors in other countries. One of the primary concerns with having staff work in a separate location that removes them from the daily, direct oversight of management is that employee productivity will suffer. One of the responses to this concern is for businesses to use some form of worker surveillance in order to ensure that employees are utilizing their work time efficiently. However, businesses may face pushback from their staff due to concerns that their personal privacy is compromised when they are subject to constant monitoring during work hours. They may resist practices such as webcam surveillance or persistent computer screen observation.
To address employer concerns regarding staff efficiency and employee concerns regarding privacy, we intend market and sell the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days. The features of the software are as follows:
| ● | the software will monitor the employees’ computer desktops while they are actually working on the system. Surveillance will commence when an employee logs on to his or her computer through our software and will continue until the employee logs out of the system. After an employee signs out of the software, recording and monitoring will cease and the employee can access his or her computer contents and the Internet for personal purposes; |
| ● | when the employee is logged in, the software will allow management to maintain real-time access to employee activity and to view each employee’s desktop screen content and the keystrokes that the employee is typing. All of this information will also be recorded and stored for future management use with all information time stamped. The file name for each day’s recording will be the employee’s first name, last name, and the year, month, and day, which will allow a manager to identify the appropriate recording without difficulty; and |
9
| ● | based on employee actions, the software will calculate the amount of time that the employee was logged into the system based on a searchable time period (e.g., a shift, a week, or a month). It will also indicate the length of various time periods during which the employee did not make any keystrokes on his or her computer and allow the manager to quickly access the recording of employee’s desktop at the times when keystrokes commenced and stopped. The software will also provide details of the length of each break that the employee takes during the work period analysed. It will also have tools that the manager can use, in tabular and graphic form, to compare the efficiency of employees in terms of keystrokes and time logged in to their computer. |
In consideration of the vendor selling the Privacy and Value software to us, we agreed to:
(a) pay $10,000 to the vendor upon execution of the agreement; and
(b) pay, by June 15, 2021, an amount equal to the estimation of value of a 50% interest in the Software and the related data and databases based on an independent business valuation completed by a valuator who is accredited by the American Society of Appraisers and acceptable to both parties less the $10,000 cash payment noted above. Notwithstanding the valuation’s estimation of value of the software, the amount of the additional payment shall not be less than $50,000 and shall not exceed $250,000. We obtained an independent business valuation on the Software in June 2021, which indicated that we would have to pay $250,000 to complete the acquisition of a 50% interest in the Software.
We did not make the payment due on June 15, 2021 and are attempting to renegotiate the terms of the acquisition.
Friendly and Fast Delivery Service
We are currently developing a delivery computer application known as Friendly and Fast. The application is being designed to allow users to order food, groceries, and other courier services. Friendly and Fast’s focus will strictly be delivery of goods and will be a compliment to the WarpSpeed Taxi app that will also focus on ride-hailing services.
Friendly and Fast will target both individuals and corporate customer segments. For corporate clients, this feature will give discounts to restaurant owners, grocery stores, couriers, and similar enterprises so they can affordably provide deliveries to their customers. We are currently organizing beta testing of the application in Ahmedabad, India and have commissioned a private company to be primarily responsible for the completion of the application development.
Results of Operations for the Three months Ended October 31, 2021
Our net loss for the three-month period ended October 31, 2021 was $128,356, which consisted entirely of general and administrative fees. We have generated no revenue during this period.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2021, our current assets were $128,621 compared to $112,834 at July 31, 2021. The increase in current assets is attributable to an increase cash from proceeds of share issuances during the period.
As of October 31, 2021, our liabilities were $924,113 compared to $748,618 at July 31, 2021. The increase in liabilities is attributable to a reduction in our convertible note payables from conversions in the period.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
10
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three-month period ended October 31, 2021, net cash flows used in operating activities were $103,694 consisting of a net loss of $85,282, which was offset by accounts payable of $70,976 and a decrease in our note payable of $118,000. For the fiscal year ended July 31, 2021, net cash flows used in operating activities were $103,694.
Cash Flows from Financing Activities
We have financed our operations primarily from either the issuance of our shares of common stock or from loans. Net cash flows generated from financing activities were $312,093 in the three-month period ended October 31, 2021 compared to $104,359 in the fiscal year ended July 31, 2021. The $594,126 in cash flow from financing activities in the current fiscal year relates to issuance of additional paid in capital and common shares partially offset by a payment on our outstanding loan payable.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, we do not have any 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 investors.
GOING CONCERN
The independent auditors’ report accompanying our July 31, 2020 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 4. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer have concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of October 31, 2021, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of October 31, 2021. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of October 31, 2021, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of our 2021 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
East Capital Investment Corp.
In July 2021, we initiated legal action against East Capital Investment Corp. for its alleged conversion of a penalty amount into our common stock prior to the expiry of the statutory hold period. We obtained default judgment against East Capital when the defendant failed to respond to our complaint within the time permitted. On October 25, 2021, we provided evidence to Nevada’s Eighth Judicial District Court regarding the damages that we suffered as a result of East Capital Investment Corp.’s unjust enrichment and the decline in its market capitalization that its sale of our stock. As a result, the Court has issued a default judgment order that Cyber Apps be entitled to recover approximately $2.7 million in damages from East Capital Investment Corp.
Black Ice Advisors LLC
In July 2021, we commenced legal action against Black Ice Advisors LLC (“Black Ice”) in Nevada District Court for breach of contract claims relating to a share purchase agreement and corresponding convertible promissory note. Pursuant to the convertible promissory note, on May 3 2021, Black Ice converted $38,330 in debt into 3,833,000 shares of our common stock. On June 3, 2021, Black Ice provided our transfer agent with another notice of conversion whereby it converted another $56,310 into 5,631,000 of our shares, which Black Ice received and then immediately sold into the market. However, at the time of the second conversion, we only owed $22,045 to Black Ice. Accordingly, we allege that Black Ice received and sold 3,426,500 to which it was not entitled.
As a result of Black Ice’s excess conversion, we suffered damages due to the dilution to our share capital and Black Ice realized a monetary benefit from the receipt and sale of the shares to which it was not entitled. We are seeking damages that include the disgorgement of the profits that Black Ice wrongfully received, as well as compensation for the adverse impact on our market price and the loss of business that it suffered as a result of the inability to raise further financing.
EMA Financial, LLC.
In June 2021, we commenced legal action against EMA Financial, LLC’s (“EMA”) in Nevada District Court for breach of contract claims relating to a share purchase agreement and corresponding convertible promissory note. In March 2021, we attempted to prepay EMA’s convertible promissory note for the premium stipulated in the note, but EMA, relying on a most favoured nation clause, took the position that the pay-out amount was significantly higher than the amount that we believed was due. Our legal counsel put EMA on notice that we disputed the prepayment amount due pursuant to the note.
On April 6, 2021, EMA provided us and our transfer agent with a notice of conversion whereby it instructed the transfer agent to convert the entire principal amount of the note, plus interest, for 1,281,682 of our shares. Because the note contains a clause that allows EMA to cancel the conversion if the shares are not issued within one business day of the conversion notice, EMA cancelled the conversion on April 8 following the decline in our stock price. The transfer agent advised us that it could not issue the converted shares by the one business day deadline because EMA did not provide it with the necessary documentation to effect the conversion and issue the shares.
EMA provided successive conversion notices to us and our transfer agent, which resulted in EMA being issued 18,369,800 shares in our common stock. Through its sales of this stock, our share price declined from by over 90% from $0.102 on April 6, 2021, to $0.009 on May 23, 2021.
We were ready, willing, and able to prepay EMA’s note for the amount originally stated in the note by the prepayment deadline date and suffered damages due to EMA’s failure to accept that prepayment. Moreover, we allege that EMA acted in bad faith by providing notice of conversion of its note to its transfer agent and then failing to provide the transfer agent with the documentation necessary to effect the conversion so that it could withdraw the conversion if our stock price subsequently fell or proceed with the conversion if the stock value increased or remained stable.
12
We are seeking damages of $15,256,438 for its decrease in market capitalization due to the wrongful actions of EMA, as well as punitive and other damages.
EMA successfully brought a motion to transfer the venue of the United States District Court for the Southern District of New York. We are in the process of retaining legal counsel in New York to pursue our legal claims against EMA.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We have disclosed all unregistered sales of equity securities during the quarter ended October 31, 2021 in current reports on Form 8-K filed with the Securities & Exchange Commission.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety
Not Applicable.
Item 5. Other Information
None.
13
Item 6. Exhibits.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| SEC Ref. No. | Title of Document | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document |
The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
14
SIGNATURES
Pursuant to the requirements 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.
Cyber Apps World Inc. | ||
| Dated: December 15, 2021 | By: | /s/ Mohammed Irfan Rafimiya Kazi |
| Mohammed Irfan Rafimiya Kazi | ||
| President, Chief Executive Officer, Chief Financial Officer, and director | ||
15
EXHIBIT 31.1
CERTIFICATIONS
I, Mohammed Irfan Rafimiya Kazi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cyber Apps World, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and I have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 15, 2021
By: /s/ Mohammed Irfan Rafimiya Kazi
Mohammed Irfan Rafimiya Kazi
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Mohammed Irfan Rafimiya Kazi, Chief Executive Officer and Chief Financial Officer of Cyber Apps World, Inc. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the period ended October 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 15, 2021
By: /s/ Mohammed Irfan Rafimiya Kazi
Mohammed Irfan Rafimiya Kazi
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
Unaudited Consolidated Balance Sheet (Parenthetical) - $ / shares |
Oct. 31, 2021 |
Jul. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Par Value | $ 0.00075 | $ 0.00075 |
| Common Stock Shares Authorized | 5,000,000,000 | 5,000,000,000 |
| Common Stock, Shares Issued | 284,551,302 | 284,551,302 |
| Common Stock, Shares Outstanding | 284,551,302 | 284,551,302 |
| Business Combination Common Stock, Shares Issued | 141,000,000 | 141,000,000 |
| Business Combination Common Stock, Shares Outstanding | 141,000,000 | 141,000,000 |
Unaudited Consolidated Statement of Comprehensive Income |
3 Months Ended |
|---|---|
|
Oct. 31, 2021
USD ($)
$ / shares
shares
| |
| Income Statement [Abstract] | |
| Net Sales | $ 11 |
| Gross Income | 11 |
| Expenses | |
| General and administrative | 85,293 |
| Consolidated loss before interest & taxes | (85,282) |
| Income tax | |
| Consolidated net loss | (85,282) |
| Net loss to minority interest | (35,601) |
| Net loss attributable to Cyber Apps World Inc. | $ (49,681) |
| Net income per share – basic and diluted | $ / shares | $ (0) |
| Weighted average shares outstanding – basic and diluted | shares | 425,551,302 |
Unaudited Consolidated Statement of Stockholders' Equity - 3 months ended Oct. 31, 2021 - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Deferred Compensation, Share-based Payments [Member] |
Retained Earnings [Member] |
Noncontrolling Interest [Member] |
Total |
|---|---|---|---|---|---|---|
| Opening Beginning balance, value at Jul. 31, 2021 | $ 24,979 | $ 10,384,113 | $ 23,000 | $ (9,396,371) | $ 8,281 | $ 1,044,002 |
| Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 247,986,268 | |||||
| Share capital for business combination as of July 31, 2021 | $ 14,100 | 14,100 | ||||
| Share capital for business combination as of July 31, 2021, shares | 141,000,000 | |||||
| Common stock issued for cash during the quarter | $ 84,569 | 1,006 | 85,575 | |||
| Common stock issued for cash during the quarter, shares | 36,565,034 | |||||
| Common stock subscribed | 204,000 | 204,000 | ||||
| Shares to be issued. | 36,000 | 36,000 | ||||
| Net Loss | (49,681) | (35,601) | (85,282) | |||
| Closing Ending balance, value at Oct. 31, 2021 | $ 123,648 | $ 10,385,119 | $ 59,000 | $ (9,446,052) | $ 176,680 | $ 1,298,395 |
| Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 425,551,302 |
Unaudited Consolidated Statement of Cash Flows |
3 Months Ended |
|---|---|
|
Oct. 31, 2021
USD ($)
| |
| Cash flows from operating activities | |
| Net income for the period | $ (85,282) |
| Change in operating assets and liabilities | |
| Accounts payable and accrued liabilities | 70,976 |
| Notes Payable | 118,000 |
| Net cash used in operating activities | 103,694 |
| Cash flows from investing activities | |
| Software development | (400,000) |
| Net cash used in investing activities | (400,000) |
| Cash flows from financing activities | |
| Loan Payable | (13,482) |
| Shares to be issued | 36,000 |
| Proceeds from issuance of common shares | 84,569 |
| Proceeds from issuance of additional paid in capital | 1,006 |
| Common Shares subscribed | 204,000 |
| Net cash provided by financing activities | 312,093 |
| Change in Cash | 15,787 |
| Cash – beginning of period | 70,182 |
| Cash – end of period | 85,969 |
| Cash paid For: | |
| Interest | |
| Income tax |
Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies
Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”) and RTsave Inc., a wholly-owned subsidiary incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc. for the year ended July 31, 2021 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2021.
Going Concern
The Company’s financial statements for the period ended October 31, 2021 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in and as of October 31, 2021. Additionally, for the three-month period ended October 31, 2021, the Company reported a net loss of $(85,282), operating cash outflows of $103,694 and an accumulated deficit of $(9,446,052) as of October 31, 2021. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.
Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.
The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2021. There were no significant changes to these accounting policies during the nine months ended October 31, 2021 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements
|
Net Loss Per Common Share |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Net Loss Per Common Share | |
| Net Loss Per Common Share |
Basic loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings (loss) by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options or warrants that could affect the calculated number of shares. Common stock equivalents related to convertible debt are detailed in Note 3.
|
Convertible Notes Payable and Notes Payable |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Payables and Accruals [Abstract] | |
| Convertible Notes Payable and Notes Payable | Note 3. Convertible Notes Payable and Notes Payable
As of October 31, 2021, the Company has a balance of convertible notes of $587,750 (July 31, 2021 - $469,750), including interest and accumulated prepayment expense, which is convertible into common stock at deemed prices ranging from 60% to 61% of the lowest market price of the Company’s stock within the prior 20 trading days prior to conversion. The convertible notes are due and payable on dates within the next 12 months and bear interest at rates ranging from 10% per annum to 12% per annum.
|
Capital Stock |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Equity [Abstract] | |
| Capital Stock | Note 4. Capital Stock
Effective January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a 1:50 reverse split in the Company’s outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.
On January 22, 2015, the Company converted $556,267 of its debt to various lenders into convertible debt and shares of Common Stock were issued as a result of the debt conversion, causing a beneficial conversion in the amount of $370,845.
On April 18, 2016, the Company agreed to convert $62,400 of debt into shares of common stock, which will reduce the debt and notes owed. The Company recorded a loss on settlement of debt of $33,600. The shares were issued on May 31, 2016.
On February 1, 2019, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a 1:45 reverse split, effective February 19, 2019, in the Company’s outstanding common stock and a concurrent increase in the authorized common stock to shares with par value $.
On October 23, 2019, the Company’s filed with the Secretary of State of Nevada a Certificate of Change that affected a 4:1 forward split, effective February 10, 2020, in the Company’s outstanding common stock and a concurrent increase in the authorized common stock to shares with par value $.
As of October 30, 2021, the Company increased its authorized capital to shares of common stock with par value $ .
|
Related Party Transactions |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5. Related Party Transactions
None
|
Subsequent Events |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 6. Subsequent Events
None. |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Accounting Policies [Abstract] | |
| Condensed Interim Financial Statements | Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”) and RTsave Inc., a wholly-owned subsidiary incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc. for the year ended July 31, 2021 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2021.
|
| Going Concern | Going Concern
The Company’s financial statements for the period ended October 31, 2021 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in and as of October 31, 2021. Additionally, for the three-month period ended October 31, 2021, the Company reported a net loss of $(85,282), operating cash outflows of $103,694 and an accumulated deficit of $(9,446,052) as of October 31, 2021. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.
Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.
The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2021. There were no significant changes to these accounting policies during the nine months ended October 31, 2021 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2021 |
Jul. 31, 2021 |
|
| Accounting Policies [Abstract] | ||
| Net Loss | $ (85,282) | |
| Retained Earnings (Accumulated Deficit) | $ (9,446,052) | $ (9,396,371) |
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2021 |
Jul. 31, 2021 |
|
| Payables and Accruals [Abstract] | ||
| Convertible Notes Payable | $ 587,750 | $ 469,750 |
| Interest rate range | ranging from 10% per annum to 12% per annum. |
Capital Stock (Details Narrative) - USD ($) |
1 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Feb. 01, 2019 |
Oct. 23, 2019 |
Apr. 18, 2016 |
Jan. 22, 2015 |
Jan. 18, 2013 |
Oct. 31, 2021 |
Jul. 31, 2021 |
|
| Equity [Abstract] | |||||||
| Reverse split | 1:45 | 1:50 | |||||
| Debt conversion original debt value | $ 62,400 | $ 556,267 | |||||
| Debt conversion, number of shares issued | 4,800,000 | 17,550,000 | |||||
| Debt conversion beneficial amount | $ 33,600 | $ 370,845 | |||||
| Common Stock, Shares Authorized | 50,000,000 | 250,000,000 | 5,000,000,000 | 5,000,000,000 | |||
| Common Stock, Par Value | $ 0.01 | $ 0.00075 | $ 0.00075 | $ 0.00075 | |||
| Stock split | 4:1 | ||||||
TF\A!Y"=[=VEW!0MZFY5[KEF\&B!."L+6"QV<3$[D)>)[X?8 MZ .L2"\)O6C@B$2;&DC=-?"3*&!#ZQ\PJR#;7%D[*FK6- )'@-A8 28NID,G M>-I4/NJN?#NIKD5J);,%+_=2J!#_M@'N5LIFF2,TB;VD?T"V 3&T'7B@R_*: MBNB=4A%;=;"6D%\+8S]$^SV'_1!M =H/T>/6*Z_J?>,G5CZ*0J&,+\$2GT
7VYX@SH5P#X?2GAZ+2_J5ZL'5ZD3O\'4$L#!!0
M ( +MJCU,([$BC 0, /0* 8 >&PO=V]R:W-H965T -8?2
M0$3;8T.P6BP^0"X99K>]9!:G