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 October 31, 20222023

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)

Via Tomaso Rodari 6, Lugano, Switzerland 6900

9436 W. Lake Mead Blvd., Ste. 5-53

Las VegasNV89134-8340

(Address of principal executive offices) (Zip Code)

+41 791595013

(702) 805-0632

Registrant’s telephone number, including area code

N/A

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 ☐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.

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.

1,059,6631,272,917 shares of common stock are issued and outstanding as of December 14, 2022.

2023.

Table of Contents

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, 2022.2023. 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, 20222023, are not necessarily indicative of the results for the entire fiscal year or for any other period.

CYBER APPS WORLD INC.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

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

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED)

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

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For three month period ended October 31, 2022 and October 31, 2021

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

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

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

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

NOTES TO UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended October 31, 20222023 and 20212022

Note 1. Summary of Significant Accounting Policies

Condensed Interim Financial Statements – 

The accompanying unaudited interim 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, 20222023, 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 interim condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2022.2024.

Going Concern

The Company’s financial statements for the three months ended October 31, 20222023, 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 during the three months ended October 31, 2022.2023. Additionally, for the three months ended October 31, 2022,2023, the Company reported a net lossprofit of $23,758,$112,611, operating cash outflowsinflows of $44,095$86,265 and an accumulated deficit of $10,906,693$10,767,562 as of October 31, 2022.2023. 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, 2022.2023. There were no significant changes to these accounting policies during the three months ended October 31, 20222023, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statementsstatements.

Note 2. Net Profit/Loss Per Common Share

Basic profit/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 NotesLoan Payable

As of OctoberJuly 31, 2022,2023, the Company hasholds a balance of convertible notesnote payable in the amount of $97,750 (July 31,$180,686, and a balance of loan payable in the amount of $11,597. These balances were totally refunded in August 2023, in connection with the Zenith Energy’s group acquisition.

Note 4. Common Stock

Preferred Stock

In January 2023, the Company issued 200,000 shares of Series A Super Voting Preferred Stock (the “Series A Preferred Shares”) to a certain counterparty. These 200,000 Series A Preferred Shares were cancelled on July 7, 2023.

On June 23, 2022, - $77,200the Company issued 100,000 Series A Preferred Shares for consideration of $0.001 per share, resulting in total proceeds of $100.

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), including interesta family office, acquired 100,000 outstanding Series A Preferred Shares in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella. The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy. In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. The Series A Stock shall have the following preferences, powers, designations and accumulated prepayment expense, which is convertible intoother special rights:

Each Series A Preferred Share entitles the holder to 10,000 votes on all matters submitted to the shareholders of the Company's common stock. The holder of the Series A Preferred Shares votes together with the holders of common stock at deemed prices ranging from 55%as a single class upon all matters submitted to 61%a vote of stockholders. ·

The holders of Series A Preferred Shares are not be entitled to receive dividends paid on the Company's Common Stock.

Upon liquidation, dissolution and winding up of the lowest market priceCompany, whether voluntary or involuntary, the holders of the Company’s stock withinSeries A Preferred Shares then outstanding are not be entitled to receive out of the prior 20assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to 30 trading days priorand distributed to conversion. The convertible notes are due and payable on dates within the next 12 months and bear interest at a rateholders of 10% per annum.common stock.

Note 4. CapitalCommon 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’sCompany'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 AprilAugust 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.$0.00075.

On September 19,During the year-ended July 31, 2022, the Company filedissued 559,629,879 shares of common stock for total proceeds of $689,901.

The Company also cancelled 141,000,000 shares of common stock for no monetary amount.

During the year-ended July 31, 2023, the Company issued 98,045,405 shares of common stock for total proceeds of $31,900.

The Company also cancelled 904,390,639 shares of common stock for no monetary amount.

During the year ended July 30, 2022, the shareholders representing a majority of the Company's issued voting shares, as well as the Company's Board of Directors approved a reverse stock split whereby each 840 pre-split shares of common stock shall be exchanged for one post-split share of common stock. Concurrently with the Secretary of State of Nevada a Certificate of Change that affected a 840:1reverse split, the Company has approved the decrease in the outstandingits authorized shares of common stock and a concurrent decrease in the authorized common stock to 250,000,000from 5,000,000,000 shares with par value $0.001.$0.00075 to 250,000,000 shares with par value $0.001.

Note 5. Related Party Transactions

None

Note 6. Subsequent Events

None.

None.

ITEM 2. Management’sManagement's Discussion and Analysis of our Financial Conditions and Results of Operations.

Forward Looking Statements

This quarterly report containsCertain statements made in this Quarterly Report on Form 10-Q (this “Report”) may constitute “forward-looking statements on our current expectations and projections about future events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that involvemay cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by some words such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. We use words suchAlthough we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as anticipate, believe, plan, expect, future, intendof the date of this Report, and similar expressionswe assume no obligation 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 inupdate these forward-looking statements for many reasons, includingwhether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the risks faced by us describedforward-looking events discussed in this section.Report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

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-ownedwholly 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.

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding shares of Super A Voting Preferred Stock (the “Series A Preferred Shares”) in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella. Thereupon, Mohammed Irfan Raimiya Kazi, the Company's Chief Executive Officer and a director and Kateryna Malenko, the Company’s Secretary and a director, resigned as officers and directors of the Company and William Alessi, an affiliate of JanBella Group, was appointed the sole officer and director of the Company. The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a British Columbia corporation based in Vancouver, B.C., engaged in energy production projects on three continents, whose shares are traded on the London Stock Exchange and Euronext Oslo.

In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company (with Messrs. Cattaneo's and Sodero's appointment subject to compliance by CYAP with Rule 14f-l under the Securities Exchange Act of 1934). Thereafter, Mr. Alessi resigned as CYAP's sole director and officer.

In addition to the foregoing, Mr. Luca Benedetto was appointed President and Treasurer of the Company and Mr. Ippolito Cattaneo was appointed as the Company's Secretary.

In addition to continuing with its present business of software development, the Company is exploring potential expansion into other business sectors, particularly the acquisition of energy production and development opportunities in the U.S. Zenith Energy has advised us that intends to invest in the Company in order to enable it to accomplish future expansion.  The Company will likely exit its software development activities at the appropriate time.

Recent Developments

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding shares of Super A Voting Preferred Stock (the “Series A Preferred Shares”) in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella. Thereupon, Mohammed Irfan Raimiya Kazi, the Company's Chief Executive Officer and a director and Kateryna Malenko, the Company’s Secretary and a director, resigned as officers and directors of the Company and William Alessi, an affiliate of JanBella Group, was appointed the sole officer and director of the Company. The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a British Columbia corporation based in Vancouver, B.C., engaged in energy production projects on three continents, whose shares are traded on the London Stock Exchange and Euronext Oslo.

In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company (with Messrs. Cattaneo's and Sodero's appointment subject to compliance by CYAP with Rule 14f-l under the Securities Exchange Act of 1934). Thereafter, Mr. Alessi resigned as CYAP's sole director and officer.

In addition to the foregoing, Mr. Luca Benedetto was appointed President and Treasurer of the Company and Mr. Ippolito Cattaneo was appointed as the Company's Secretary.

In addition to continuing with its present business, the Company is exploring potential expansion into other business sectors, particularly the acquisition of energy production and development opportunities in the U.S. Zenith Energy has advised us that intends to invest in the Company in order to enable it to accomplish future expansion.

During the 3 months ended October 31, 2023, a bank account was opened in the name of CYAP, the Company changed Edgar services supplier and press releases distribution provider.

On October 4, 2023, the Company incorporated its newly created subsidiary CYAP Oil, LLC, in Houston (Texas)

Software Development Activities

Privacy and Value Software

On March 15, 2021, we entered into an agreement to acquire employee monitoring software known as “Privacy and Value”. We amended this agreement on April 20, 2021 and September 28, 2022. 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 were forced to avoid employee congregation in response to the 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 developed and intend to market the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days.

LytSpid Service

We are currently developing a delivery computer application known as LytSpid (pronounced “light speed”). The application is being designed to allow users to order food, groceries, and other courier services. LytSpid’s focus will strictly be delivery of goods.

LytSpid 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, 20222023 and 20212022

Our net result for the three months ended October 31, 2023 and 2022, was $112,611 profit and $(23,758) loss, respectively.

In the three months ended October 31, 2023, the profit was due to the write off of the convertible notes, in connection with the acquisition of the Company by Zenith Energy Ltd, partially frustrated by general and administrative fees. The loss for the three months ended October 31, 2022, and 2021, was $23,758 and $85,282, respectively, which consisted entirely of general and administrative fees.fees We have generated no revenuerevenues during the three monthsmonth periods ended October 31, 20222023 and insignificant revenue during the three months ended October 31, 2021.2022.

Liquidity and Capital Resources

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2022,2023, our current assets were $7,877$10,003 compared to $7,972$3 at July 31, 2022.2023. The decreaseincrease in current assets is attributable to an payment ofa deposit in a newly opened bank account done by Zenith Energy, our accounts payable and accrued liabilities during the period.controlling stockholder.

As of October 31, 2022,2023, our current liabilities were $97,433$19,250 compared to $117,770$45,596 at July 31, 2022.2023. The decrease in current liabilities is attributable to a reduction in our accounts payable and accrued liabilities.

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

For the three months ended October 31, 2023, net cash flows from operating activities were $86,265 consisting of a net profit of $112,611, and decrease in accounts payable of $26,346. For the three months ended October 31, 2022, net cash flows used in operating activities were $44,095 consistingwhich consisted of a net loss of $23,758,$(23,758), and decrease in accounts payable of $20,337. For the three months ended October 31, 2021, net cash flows provided from operating activities were $103,694 which consisted of a net loss of $85,282 offset by an increase in deposits and prepayments of $70,976 and accounts payable and accrued liabilities of $118,000.

Cash Flows from Investing Activities

There were no cash flows from investing activities during the three months ended October 31, 2023 and 2022. This compares to net cash flows used in investing activities of $400,000 for the continued development of software during the three months ended October 31, 2021.

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 used in financing activities were $76,625 in the three-month period ended October 31, 2023, as compared to Net cash flows generated from financing activities were $44,000 in the three-month period ended October 31, 2022 compared to $312,093 in the three-month period ended October 31, 2021.2022.

OFF-BALANCE SHEET ARRANGEMENTSOff – 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 CONCERNGoing Concern

The independent auditors’ report accompanying our July 31, 20222023, 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” we are not required to disclose information under this Item.

Item 4. Controls and Procedures.

As supervisedDisclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our boardsenior management, which presently consists of directorsLuca Benedetto, our President and Treasurer (our Principal Executive, Financial and Accounting Officer), as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our principal executivesenior management, which presently consists of Luca Benedetto, our President and principal financial officer, management has established a systemTreasurer (our Principal Executive, Financial and Accounting Officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2023. Based on the evaluation of these disclosure controls and procedures, and has evaluatedin light of the effectiveness of that system. The systemmaterial weaknesses found in our internal controls over financial reporting as set forth below, our President and its evaluation are reported on in the below Management’s Annual Report on Internal Control overTreasurer (our Principal Executive, Financial Reporting. Our principal executive and financial officer haveAccounting Officer) 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, 2022, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management’seffective.  See our Annual Report on Form 10-K for the year ended July 31, 2023 for a description of the company’s material weaknesses in internal control over financial reporting.

Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is definedThere were no changes 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, 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 October 31, 2022, our internal control over financial reporting is not effective.(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter of the year ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For the reasons set forth in our Annual Report on Form 10-K for the year ended July 31, 2023. 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 20232024 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.

None.

In June 2021, we commenced legal action against EMA Financial, LLC’s (“EMA”) in Nevada District Court for breach of contract claims relating toItem 1A.  Risk Factors.

As a share purchase agreement and corresponding convertible promissory note. In March 2021,“smaller reporting company” 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 documentationrequired 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 ofdisclose information under this stock, our share price declined from by over 90% from $0.102 on April 6, 2021, to $0.009 on May 23, 2021.Item.

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.

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 and has filed an application to have our claim dismissed. On December 9, 2022, the Court dismissed our causes of action relating to recission, unjust enrichment, breach of contract with respect to resale of the securities, and breach of implied covenant of good faith and fair dealing. However, the Court denied EMA’s motion to dismiss our claims relating to market manipulation and breach of contract concerning a “most favored nation” clause. An initial pretrial conference has be set for January 13, 2023.

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.None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

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.

SIGNATURESSIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportReport to be signed on its behalf by the undersigned, thereunto duly authorized.