SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2021
☐ 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)
|State or other jurisdiction of|
incorporation or organization
9436 W. Lake Mead Blvd., Ste. 5-53
Las Vegas NV 89134-8340
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
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||☐|
|☐||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.
171,792,634 shares of common stock are issued and outstanding as of April 30, 2021
Table of Contents
|PART I||FINANCIAL INFORMATION|
|Item 1.||Financial Statements (unaudited)|
|BALANCE SHEETS as of April 30, 2021 and July 31, 2020||2|
|STATEMENTS OF OPERATIONS for the Nine Months ended April 30, 2021 and 2020||3|
|STATEMENTS OF CASH FLOWS for the Nine Months ended April 30, 2021 and 2020||4|
|NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS||5|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations||7|
|Item 3||Quantitative and Qualitative Disclosures About Market Risk|
|Item 4.||Controls and Procedures||9|
|PART II||OTHER INFORMATION|
|Item 1.||Legal Proceedings||10|
|Item 1A.||Risk Factors|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds||10|
|Item 3.||Defaults Upon Senior Securities.||10|
|Item 4||Mine Safety Disclosures||10|
|Item 5.||Other Information||10|
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, 2020. 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 nine months ended April 30, 2021 and 2020 are not necessarily indicative of the results for the entire fiscal year or for any other period.
CONDENSED BALANCE SHEET
|Prepayments & deposit||10,652||984|
|Total current assets||46,432||1,099|
|Total Fixed assets||1,681,001||1,376,600|
|LIABILITIES & STOCKHOLDER’S EQUITY|
|Accounts payable and accrued liabilities||113,732||126,474|
|Convertible notes payable||681,963||190,300|
|Due to related parties||10,000||-|
|Total current liabilities||910,774||443,559|
|Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding|
|Common stock, $.00075 par value, 250,000,000 shares authorized as of April 30, 2021|
|171,792,634 issued and outstanding at April 30th 2021 and 170,912,128 issued and outstanding at July 31st 2020, respectively.||34,320||24,320|
|Additional Paid In Capital||9,895,006||9,772,741|
|Total stockholder’s equity||816,659||934,140|
|Total liabilities and stockholder’s equity||1,727,433||1,377,699|
(The accompanying notes are an integral part of these condensed financial statements)
CONDENSED STATEMENT OF COMPREHENSIVE LOSS
|For the Three Months|
Ended April 30
|For the Nine Months|
Ended April 30
|General and administrative||(87,449||)||(63,921||)||(249,747||)||(117,256||)|
|Net loss per share – basic and diluted||(0.00||)||(0.00||)||(0.00||)||(0.00||)|
|Weighted average shares outstanding – basic and diluted||241,093,483||241,000,000||241,093,483||241,000,000|
(The accompanying notes are an integral part of these condensed financial statements)
CONDENSED STATEMENT OF CASH FLOWS
|For the Nine Months|
Ended April 30
|Cash flows from operating activities|
|Net loss for the period||(249,747||)||(117,256||)|
|Change in operating assets and liabilities|
|Prepayments & deposits||(9,668||)||(11,127||)|
|Accounts payable and accrued liabilities||(20,242||)||349|
|Due to related party||10,000||-|
|Net cash used in operating activities||(269,656||)||(128,034||)|
|Cash flows from investing activities|
|Acquisition of intangible assets||(304,401||)||(12,185||)|
|Convertible notes payable||499,163||122,500|
|Net cash used in investing activities||194,763||110,315|
|Cash flows from financing activities|
|Proceeds from additional paid in capital||122,264||-|
|Proceeds from issuance of common stock||10,000||-|
|Net cash provided by financing activities||110,559||17,774|
|Change in Cash||35,665||55|
|Cash – beginning of period||115||90|
|Cash – end of period||35,780||145|
|Supplemental cash flow disclosures|
|Cash paid For:|
(The accompanying notes are an integral part of these condensed financial statements)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of and for the Nine months Ended April 30, 2021
Note 1. Summary of Significant Accounting Policies
Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”) and RTsave Inc., a wholly-owned subsidiary incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc. for the year ended July 31, 2020 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.
The Company’s financial statements for the period ended April 30, 2021 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in and as of April 30, 2021. Additionally, for the nine-month period ended April 30, 2021, the Company reported a net loss of $249,747, operating cash outflows of $269,656 and an accumulated deficit of $9,112,667 as of April 30, 2021. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.
Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.
The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2020. There were no significant changes to these accounting policies during the nine months ended April 30, 2021 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 April 30, 2021, the Company has a balance of convertible notes of $681,963 (July 31, 2020 - $190,300), including interest and accumulated prepayment expense, which is convertible into common stock at deemed prices ranging from 60% to 61% of the lowest market price of the Company’s stock within the prior 20 trading days prior to conversion. The convertible notes are due and payable on dates ranging from April 15, 2021 to October 27, 2021 and bear interest at rates ranging from 10% per annum to 12% per annum.
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.
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.
On December 1, 2020, we entered into an agreement with a private Wyoming company whereby we will acquire a 100% undivided interest in and to a ride-hailing and food delivery computer and mobile device application including, without limitation, the application, all software, the corresponding website domain, content, data, and all incorporated technology, known as WarpSpeed Taxi. However, all operational data and databases relating to the WarpSpeed Taxi application will be jointly owned by us and the vendor. However, the vendor cannot use the data for any purpose that competes directly or indirectly with our use and operation of the application for ride-hailing and food delivery.
In consideration of the vendor selling the WarpSpeed Taxi application to us, we agreed to:
(a) pay $10,000 to the vendor upon execution of the agreement, which we have paid;
(b) pay an additional $40,000 to the vendor upon its delivery of a working prototype of the WarpSpeed Taxi application to us in a form acceptable to us; and
(c) issuing a promissory note to the vendor for an amount equal to the estimation of value of the WarpSpeed Taxi application and our joint ownership interest in 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 (the “Valuation”) less the $50,000 in cash payments noted above. In any event, the promissory note shall not be less than $50,000 and shall not exceed $250,000. The Note shall bear simple interest at a rate of 5% per annum and all principal and accrued interest shall be payable in full and on demand provided that the vendor’s demand shall not be made until at least December 31, 2023.
The agreement closed on December 31, 2020, though we have the post-closing obligations described in (b) and (c) above.
On March 15, 2021, we entered into an asset purchase and joint venture agreement, as amended, whereby we have agreed to purchase a 50% interest in certain employee monitoring software known as “Privacy and Value” for the following payments:
1. $10,000 upon execution of the agreement, which has been paid; and
2. an amount equal to the estimation of the value of the 50% interest in Privacy and Value based upon an independent business valuation, less the $10,000 payment, which amount shall be no less than $50,000 and no more than $250,000 and is due by June 15, 2021. Based on the valuation that we have received, the amount of the payment due June 15, 2021 will be $250,000.
Results of Operations for the Nine Months Ended April 30, 2021 and 2020
Our net loss for the three-month period ended April 30, 2021 was $87,449 (2020 - $63,921), which consisted entirely of general and administrative fees. We did not generate any revenue during either three-month period in fiscal 2021 or 2020. The expenses in the current fiscal year were significantly higher than those that we incurred in the same period in fiscal 2020 due to increased business operations in connection with the development of our SmartSaveNow website and application, as well as expenses related to our acquisition of interests in the WarpSpeed Taxi application and the Privacy and Value software.
LIQUIDITY AND CAPITAL RESOURCES
As at April 30, 2021, our current assets were $46,432 compared to $1,099 at July 31, 2020. The increase in current assets in the current fiscal year is due to loans we obtained as a result of issuing convertible promissory notes. As at April 30, 2021, our current liabilities were $910,774 compared to $443,559 at July 31, 2020. Current liabilities at April 30, 2021 were comprised of $113,732 in accounts payable and accrued expenses, convertible notes payable of $681,963, and loans payable of $105,079, including $10,000 due to a related party.
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 nine-month period ended April 30, 2021, net cash flows used in operating activities were $269,656, consisting of a net loss of 249,747, which was offset by a $29,910 non-cash component of accounts payable and $10,000 due to a related party.
Cash Flows from Investing Activities
Net cash flows generated through investing activities were $194,763 in the nine-month period ended April 30, 2021 compared to $110,315 in the comparative period. The net cash generated in investing activities in the present fiscal year related to $499,163 realized through the issuance of convertible notes, which was offset by the acquisition of intangible assets ($304,401).
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 $110,559 in the nine-month period ended April 30, 2021 compared to $17,774 in the comparative period in fiscal 2020. The $122,264 in cash flow from financing activities in the current fiscal year relates to loans we received in consideration of our issuance of convertible promissory notes of $22,264 and $100,000 proceeds from the sale of 250,000 shares of our common stock.
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.
The independent auditors’ report accompanying our July 31, 2020 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 4. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2020, 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 July 31, 2020. 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 July 31, 2020, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of our 2020 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Subsequent to the fiscal period, 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 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 of our common stock. Through its sales of this stock, our share price declined from by over 90% from $0.102 on April 6, 2021, to $0.009 on May 23, 2021.
We were ready, willing, and able to prepay EMA’s note for the amount originally stated in the note by the prepayment deadline date and suffered damages due to EMA’s failure to accept that prepayment. Moreover, we allege that EMA acted in bad faith by providing notice of conversion of its note to its transfer agent and then failing to provide the transfer agent with the documentation necessary to effect the conversion so that it could withdraw the conversion if our stock price subsequently fell or proceed with the conversion if the stock value increased or remained stable.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We have disclosed all unregistered sales of equity securities during the quarter ended April 30, 2021 in current reports on Form 8-K filed with the Securities & Exchange Commission.
Item 3. Defaults Upon Senior Securities.
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.
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: June 14, 2021||By:||/s/ Mohammed Irfan Rafimiya Kazi|
|Mohammed Irfan Rafimiya Kazi|
|President, Chief Executive Officer, Chief Financial Officer, and director|