U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

Mark One

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

For the quarterly period ended May 31, 2023

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

For the transition period from ______ to _______

Commission File No. 333-254676

CYBER APP SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

98-1585090

IRS Employer Identification Number

7371

Primary Standard Industrial Classification Code Number 

485-3, Apt. 201 Yeonsu-dong Yeonsu-gu, Incheon, South Korea 21912

Tel. (725) 231-1001

(Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated Filer	☐

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 to Section 7(a)(2)(B) of the Securities Act: ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐     No ☐

Applicable Only to Corporate Registrants

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

Class	Outstanding as of July 14, 2023
Common Stock, $0.001	4,010,000

CYBER APP SOLUTIONS CORP.

	PART I FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12
	PART II OTHER INFORMATION
Item 1	Legal Proceedings	13
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

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

CYBER APP SOLUTIONS CORP.

BALANCE SHEETS

	MAY 31, 2023 Unaudited			FEBRUARY 28, 2023 Audited
ASSETS
Current Assets
Cash and cash equivalents	$	23,837		$	10,351
Total current assets		23,837			10,351
Fixed assets, net		1,230			3,154
TOTAL ASSETS	$	25,067		$	13,505
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	312		$	200
Advances from related party		14,651			12,912
Total current liabilities		14,963			13,112
Total Liabilities		14,963			13,112
Commitments and contingencies (Note 6)
Stockholders’ Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 4,010,000 shares issued and outstanding		4,010			4,010
Additional paid-in-capital		29,290			29,290
Accumulated deficit		(23,196	)		(32,907	)
Total Stockholders’ Equity		10,104			393
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	25,067		$	13,505

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

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CYBER APP SOLUTIONS CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended May 31, 2023			Three Months ended May 31, 2022
Revenue	$	8,993		$	-
		8,993			-
OPERATING EXPENSES
Professional fees		7,500			7,925
General and administrative expenses		2,427			1,117
Total operating expenses		9,927			9,042
Income (loss) from operations		(934	)		(9,042	)
Provision for income taxes		-			-
Gain on Sale of Intangible Asset		10,645
Net (loss) income	$	9,711		$	(9,042	)
Income (loss) per common share: Basic and Diluted	$	0.00		$	0.00
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		4,010,000			4,010,000

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

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CYBER APP SOLUTIONS CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE ENDED MAY 31, 2023 AND 2022

(Unaudited)

					Common		Additional
	Common Stock				Stock		Paid-In-		Accumulated
	Shares		Amount		Subscribed		Capital		Deficit			Total
Balance as of February 28, 2022		4,010,000	$	4,010	$	-	$	29,290	$	(12,017	)	$	21,283
Net loss		-		-		-		-		(9,042	)		(9,042	)
Balance as of May 31, 2022		4,010,000	$	4,010	$	-	$	29,290	$	(21,059	)	$	12,241
Balance as of February 28, 2023		4,010,000	$	4,010	$	-	$	29,290	$	(32,907	)	$	393
Net income		-		-		-		-		9,711			9,711
Balance as of May 31, 2023		4,010,000	$	4,010	$	-	$	29,290	$	(23,196	)	$	10,104

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

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CYBER APP SOLUTIONS CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended May 31, 2023			Three Months ended May 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	9,711		$	(9,042	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Gain on Sale of Intangible Asset		(10,645	)
Depreciation expense		577			576
Changes in operating assets and liabilities:
Accounts payable		112			500
Net cash (used in) provided by operating activities		(245	)		(7,966	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of Intangible Asset		11,992			-
Net cash provided by investing activities		11,992			-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		1,739			425
Net cash provided by financing activities		1,739			425
Change in cash and equivalents		13,486			(7,541	)
Cash and equivalents at beginning of the period		10,351			27,061
Cash and equivalents at end of the period	$	23,837		$	19,520
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

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

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CYBER APP SOLUTIONS CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2023

NOTE 1 – ORGANIZATION AND BUSINESS

CYBER APP SOLUTIONS CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 19, 2021. Cyber App Solutions Corp. is in the mobile application development businesses. The Company has adopted a February 28 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of May 31, 2023 have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (February 19, 2021) to May 31, 2023 of $23,196. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with GAAP.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable to the cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as a deduction in the year of receipt. Capital work- in progress is stated at cost.

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the statements of operations for the period during which such expenses are incurred. Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

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Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2023.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Income Taxes

Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from services.

Revenue is recognized when the following criteria are met:

- Identification of the contract, or contracts, with customer;

- Identification of the performance obligations in the contract;

- Determination of the transaction price;

- Allocation of the transaction price to the performance obligations in the contract; and

- Recognition of revenue when, or as, the performance obligation is satisfied.

The Company’s main revenue stream is from product sales and has no performance obligations for which they serve as agent. The performance obligation associated with a typical product sale will be satisfied upon delivery to customers, and the revenue will be recognized at that time. Payments are due on demand and the Company does not offer any warranty on its products.

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Earnings per Share

The Company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net income per share amounts are computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

NOTE 4 – FIXED ASSETS, NET

Fixed assets at May 31, 2023 and February 28, 2023, are summarized as follows:

	Estimated Useful Life (In years)		May 31, 2023			February 28, 2023
Software Application		3	$	-		$	3,230
Website		3		3,000			3,000
Computer		3		690			690
				3,690			6,920
Less: Accumulated depreciation				(2,460	)		(3,766	)
			$	1,230		$	3,154

On May 25, 2023, the company sold its mobile application for $11,992.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

Since February 19, 2021 (Inception) through May 31, 2023, the Company’s sole officer and director loaned the Company $14,651 to pay for general and administrative costs. As of May 31, 2023 and February 28, 2023, the amount outstanding was $14,651 and $12,912, respectively. The loan is non-interest bearing, due upon demand and unsecured.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

As of the date of this Quarterly Report, the Company does not have any material commitments. As of May 31, 2023, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from May 31, 2023 to the date the financial statements were issued and has determined that there are no items to disclose.

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

DESCRIPTION OF OUR BUSINESS

Cyber App Solutions Corp. was incorporated in Nevada on February 19, 2021. We are a developmental stage company and intend to commence operations in the mobile application development businesses.

We plan to develop, publish, and sell mobile applications on the iOS and Google Play platforms. The Company also plans to maintain a portfolio of its own products and track the user download statistics. Cyber App Solutions Corp. intends to generate revenues from the Apps development for third parties as well as the sale of branded advertisements and via consumer transactions, including in-app purchases in its own applications.

RESULTS OF OPERATION

As of May 31, 2023, we had an accumulated deficit of $23,196. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended May 31, 2023 compared to Three Month Period Ended May 31, 2022.

Revenue

During the three-month period ended May 31, 2023, the Company had $8,993 in revenue compared to $0 in revenue during the three-month period ended May 31, 2022. The Company didn’t have any clients during the three-month period ended May 31, 2022.

Operating Expenses

During the three-month period ended May 31, 2023, we incurred total operating expenses of $9,927 compared to $9,042 during the three-month period ended May 31, 2022. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

During the three-month period ended May 31, 2023, gain on sale of intangible asset was $10,645.

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Net Income

Our net income for the three-month period ended May 31, 2023 was $9,711 compared to net loss of $9,042 during the three-month period ended May 31, 2022.

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2023 our total assets were $25,067 compared to $13,505 in total assets at February 28, 2023. As at May 31, 2023, our current liabilities were $14,963 compared to $13,112 as of February 28, 2023.

Stockholders’ equity was $10,104 as of May 31, 2023 compared to $393 as of February 28, 2023.

Cash Flows from Operating Activities

For the three-month period ended May 31, 2023, net cash used in operating activities was $245, consisting of net income of $9,711, gain on sale of intangible asset $10,645, accounts payable of $112 and depreciation expenses of $577. For the Three month period ended May 31, 2022, net cash used in operating activities was $7,966, consisting of net loss of $9,042, depreciation expenses of $576 and increase in accounts payable of $500.

Cash Flows from Investing Activities

For the three-month period ended May 31, 2023, net cash provided by investing activities was $11,992, received from proceeds from sale of intangible asset compared to $-0- for the three-month period ended May 31, 2022.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the three-month period ended May 31, 2023 were $1,739, consisting entirely of advances from a related party. Cash flows provided by financing activities during the three-month period ended May 31, 2022 were $425, consisting entirely of advances from a related party.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

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OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly 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 February 28, 2022 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

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

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

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

No equity securities were sold during the three-month period ended May 31, 2023.

Item 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended May 31, 2023.

Item 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibits:

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CYBER APP SOLUTIONS CORP.
Dated: July 14, 2023	By:	/s/ Evgenii Pak
		Evgenii Pak
		President and Chief Executive Officer and Chief Financial Officer

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