Form 10-Q Cyber Apps World For: Jan 31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended January 31, 2022

 

or

 

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

 

For the transition period from                to                

 

Commission file number: 000-50693

 

Cyber Apps World Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		90-0314205
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

 

9436 W. Lake Mead Blvd., Ste. 5-53

Las Vegas NV 89134-8340

(Address of principal executive offices) (Zip Code)

 

(702) 805-0632

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. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐   No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth 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 ☐   No ☒

 

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

 

365,799,127 shares of common stock are issued and outstanding as of March 2, 2022.

 

 

 

 Table of Contents

  

INDEX
		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	CONDENSED BALANCE SHEET as of January 31, 2022 and July 31, 2021	3
	CONDENSED STATEMENT OF COMPREHENSIVE LOSS for the three months and six months ended January 31, 2022 and 2021	4
	CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY for the six months ended January 31, 2022	5
	CONDENSED STATEMENTS OF CASH FLOWS for the six months ended January 31, 2022	6
	NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures	12
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

 

 

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 10-K 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 six months ended January 31, 2022 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

 

JACK SHAMA, CPA, MA

1498 East 32^nd Street

Brooklyn, NY 11234

[email protected]

631-318-0351

 

To the shareholders and the board of directors of Cyber Apps World Inc.

 

Report of Independent Registered Public Accounting Firm.

 

I have reviewed the accompanying balance sheet of Cyber Apps World Inc. and the related statements of income, stockholders equity and cash flow for the three month period ending January 31, 2022. Based on my review I am not aware of any material modifications that should be made to the accompanying interim financial information for it to conform with accounting principles generally accepted in the United States of America.

 

Basis for review results.

 

These financial statements are the responsibility of the company’s management. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

I conducted my review in accordance with the standards of the PCAOB. A review of interim financial Information consists principally of applying analytical procedures and making inquires of persons responsible for financial and accounting matters. A review of interim financial information is substantially less in scope then an audit conducted in accordance with the standards of the PCAOB, the objective of which is an expression of an opinion regarding the financial statements taken as a whole, and accordingly, no such opinion is expressed.

 

/s/ Jack Shama         

Jack Shama, CPA

March 3, 2022

 

I have served as the company’s auditor since March 2019.

 

 

CYBER APPS WORLD INC.

CONDENSED BALANCE SHEET

As of January 31, 2022 and July 31, 2021

 

		January 31,				July 31,
		2022				2021
		$				$
ASSETS
Current assets:
Cash			27,120				70,182
Deposits & prepayments			7,652				42,652
Total current assets			34,772				112,834
Fixed assets:
Software development			-				308,752
Total fixed assets			-				308,752
Other assets:
Goodwill			964,581				964,581
Software Development - WIP			800,172				420,554
Total other assets			1,764,753				1,385,135
Total assets			1,799,525				1,806,721
LIABILITIES & STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities			181,132				223,789
Total current liabilities			181,132				223,789
Long term liabilities:
Convertible Notes Payable			349,000				469,750
Loan Payable			11,597				55,079
Total Long term liabilities			360,597				524,829
Total Liabilities			541,729				748,618
STOCKHOLDER’S EQUITY
Preferred stock: $0.001 par value, 10,000,000 authorized, 0 issued and outstanding.
Common stock: $0.00075 par value, 5,000,000,000 authorized,  321,510,839  issued and outstanding as of January 31, 2022 and  388,986,268 issued and outstanding as of July 31, 2021, respectively			80,122				39,079
Shares to be issued			114,000				23,000
Additional paid in capital			10,564,170				10,384,113
Retained earnings			(9,500,496	)			(9,388,089	)
Total stockholder’s equity			1,257,796				1,058,103
Total liabilities and stockholder’s equity			1,799,525				1,806,721

 

(The accompanying notes are an integral part of these unaudited interim financial statements)

 

 

CYBER APPS WORLD INC.

CONDENSED STATEMENT OF COMPREHENSIVE LOSS

 

		For the Three Months Ended January								For the Six Months Ended January
		2022				2021				2022				2021
		$				$				$				$
Net Sales
							11				11				-
Cost of Goods Sold
							-				-				-
Gross Income			-				11				11				-
Expenses
General and administrative			65,871				85,282				115,883				541,869
Consolidated loss before interest & taxes			(65,871	)			(85,271	)			(115,872	)			(541,869	)
Income tax			-				-				-				-
Consolidated net loss			(65,871	)			(85,271	)			(115,872	)			(541,869	)
Net income per share – basic and diluted			-				-				-				-
Weighted average shares outstanding – basic and diluted			321,510,839				425,551,302				321,510,839				388,986,268

 

(The accompanying notes are an integral part of these unaudited interim financial statements)

 

 

CYBER APPS WORLD INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

For the six months ended January 31, 2022

 

		Common Stock								Additional Paid in				Shares				Accumulated
		Number				Par Value				Capital				to be issued				Deficit				Total
		$				$				$				$
Opening Balance as of July 31, 2021			388,986,268				39,079				10,384,113				23,000				(9,388,089	)			1,058,103
Cancellation of Shares as of January 31, 2022			(141,000,000	)			(14,100	)			-				-				-				(14,100	)
Common stock issued for cash, January 31, 2021			73,524,571				55,143				180,057				-				-				235,200
Shares to be issued.			-				-				-				91,000				-				91,000
Other			-				-				-				-				3,465				3,465
Net Loss			-				-				-				-				(115,872	)			(115,872	)
Closing Balance as of January 31, 2022			321,510,839				80,122				10,564,170				114,000				(9,500,496	)			1,257,796

 

(The accompanying notes are an integral part of these unaudited interim financial statements)

 

 

CYBER APPS WORLD INC.

CONDENSED STATEMENT OF CASH FLOWS

For the six months period ended January 31, 2022

 

		For the Six Months
		Ended January
		$
Cash flows from operating activities
Net income (loss) for the period			(115,872	)
Change in operating assets and liabilities
Deposits & prepayments			35,000
Accounts payable and accrued liabilities			(39,192	)
Net cash used in operating activities			(120,064	)
Cash flows from investing activities
Software development			(70,866	)
Net cash used in investing activities			(70,866	)
Cash flows from financing activities
Change in convertible notes payable			(120,750	)
Change in loan payable			(43,482	)
Shares to be issued			91,000
Proceeds from issuance of common shares			41,043
Proceeds from issuance of additional paid in capital			180,057
Net cash provided by financing activities			147,868
Change in Cash			(43,062	)
Cash – beginning of period			70,182
Cash – end of period			27,120
Supplemental cash flow disclosures
Cash paid For:
Interest			-
Income tax			-

 

(The accompanying notes are an integral part of these unaudited interim financial statements)

 

 

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 January 31, 2022 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 had immaterial revenue as of January 31, 2022. Additionally, for the three-month period ended January 31, 2022, the Company reported a net loss of $65,871, operating cash outflows of $120,064 and an accumulated deficit of $9,500,496 as of January 31, 2022. 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 six months ended January 31, 2022 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements

 

Note 2. 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.

 

Note 3. Convertible Notes Payable and Notes Payable

 

As of January 31, 2022, the Company has a balance of convertible notes of $349,000 (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 bear interest at a rate of 10% per annum.

 

7

 

 

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 17,550,000 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 4,800,000 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 50,000,000 shares with par value $0.01.

 

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 250,000,000 shares with par value $0.00075.

 

As of October 30, 2021, the Company increased its authorized capital to 5,000,000,000 shares of common stock with par value $0.00075.

 

During the six months ended January 31, 2022, the Company transferred 141,000,000 shares of common stock in the capital of its subsidiary, WarpSpeed Taxi Inc., with a par value of $14,100 related to a previous business combination.

 

During the six months ended January 31, 2022, the Company issued 73,524,571 shares of common stock for total proceeds of $235,200.

 

Note 5. Related Party Transactions

 

None

 

Note 6. Subsequent Events

 

None.

 

 

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 jewelry. 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.

 

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

 

• 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 analyzed. 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 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 and six months Ended January 31, 2022

 

Our net loss for the three and six-month periods ended January 31, 2022 were $65,871 and $115,872, respectively (January 31, 2021 - $85,271 and $541,869), which consisted entirely of general and administrative fees. We have not generated significant revenue during this period. The net loss in the current fiscal year is substantially lower than our net loss in the comparative period in fiscal 2021 due to a decrease in software development costs.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of January 31, 2022, our current assets were $34,772 compared to $112,834 on July 31, 2021. The decrease in current assets is attributable to a decrease in cash from proceeds of share issuances during the period as compared to the prior fiscal year.

 

As of January 31, 2022, our liabilities were $541,729 compared to $748,618 on July 31, 2021. The decrease in liabilities is attributable to a reduction in our both our accounts payable and 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.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the six-month period ended January 31, 2022, net cash flows used in operating activities were $120,064 consisting of a net loss of $115,872, which was offset by reduction in accounts payable and accrued liabilities of $39,192 and deposits and prepayments of $35,000.

 

Cash Flows from Investing Activities

 

For the six-month period ended January 31, 2022, net cash flows used in investing activities were $70,866 consisting entirely of software development costs incurred in the period.

 

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 $147,868 in the six-month period ended January 31, 2022, which consisted of $221,100 from our sale of common stock, which was offset by a change in convertible notes payable of $120,750, a change in loans payable of $43,482, and a share subscription advance of $91,000.

 

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, 2021 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 January 31, 2022, 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 January 31, 2022. 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 January 31, 2022, 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 second quarter of our 2022 fiscal year 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.

 

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 favored nation clause, took the position that the payout 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 canceled 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 affect 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 affect 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.

 

 

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 January 31, 2022 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.

 

 

PART II

 

Item 6. Exhibits.

 

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

 

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.

 

 

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: March 7, 2022	By:	/s/ Mohammed Irfan Rafimiya Kazi
		Mohammed Irfan Rafimiya Kazi
		President, Chief Executive Officer, Chief Financial Officer, and director

 

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