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 October 31, 2020
☐ 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.
170,912,128 shares of common stock are issued and outstanding as of November 16, 2020.
Table of Contents
|PART I||FINANCIAL INFORMATION||1|
|Item 1.||Financial Statements (unaudited)|
|BALANCE SHEETS as of October 31, 2020 and July 31, 2020||2|
|STATEMENTS OF OPERATIONS for the three months ended October 31, 2020 and 2019||3|
|STATEMENTS OF CASH FLOWS for the three months ended October 31, 2020 and October 31, 2019||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||8|
|PART II||OTHER INFORMATION||10|
|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 three months ended October 31, 2020 and 2019 are not necessarily indicative of the results for the entire fiscal year or for any other period.
|October 31,||July 31,|
|Cash & Cash Equivalents||18,757||115|
|Total current assets||19,409||1,099|
|Property and equipment, net||1,381,001||1,376,600|
|Liabilities and Stockholders’ Deficiency|
|Accounts payable and accrued expenses||118,905||126,474|
|Convertible Notes Payable||280,457||190,300|
|Due to related parties||-||-|
|Total current liabilities||526,147||443,559|
|Commitments and contingencies|
|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, 2020; 170,912,128 issued and outstanding at April 30, 2020 and 24,319,935 issued and outstanding at July 31st 2019, respectively.||24,320||24,320|
|Additional paid-in capital||9,772,742||9,772,742|
|Total liabilities and stockholders’ deficiency||1,400,410||1,377,699|
See accompanying notes to audited financial statements
Statements of Operations
|For the Three Months Ended|
|General and administrative||59,878||17,924|
|Loss from operations||(59,878||)||(17,924||)|
|Net loss before provision for (benefit from) income taxes||(59,878||)||(17,924||)|
|Provision for (benefit from) income taxes||-||-|
|Net loss per common share - basic and diluted||(0.00||)||(0.00||)|
|Weighted average number of common shares outstanding – basic and diluted||26,819,935||20,896,984|
See accompanying notes to audited financial statements
Statements of Cash Flows
|For the Three Months Ended|
|CASH FLOWS FROM OPERATING ACTIVITIES:|
|Adjustments to reconcile net loss to net cash utilized by operating activities|
|Loss on disposal of property and equipment||—||—|
|Loss on settlement of debt||—||—|
|Amortization of beneficial conversion feature||—||—|
|Expenses paid on the company’s behalf by a third party||—||—|
|Increase (decrease) in cash flows from changes in operating assets and liabilities|
|Prepaid expenses and other current assets||-||-|
|Accounts payable and accrued expenses||(7,236||)||5,642|
|Net cash used in operating activities||(67,114||)||(12,282||)|
|CASH FLOWS FROM INVESTING ACTIVITIES:|
|Net cash used in investing activities||(4,401||)||(3,327||)|
|CASH FLOWS FROM FINANCING ACTIVITIES:|
|Convertible Note Payable||90,157||-|
|Additional Paid in Capital||-||-|
|Net cash provided by financing activities||90,157||15,579|
|CHANGE IN CASH AND CASH EQUIVALENTS|
|Net Increase (decrease) in cash and cash equivalents||18,642||(30||)|
|Cash and cash equivalents at beginning of year||115||90|
|Cash and cash equivalents at end of year||18,757||60|
See accompanying notes to audited financial statements
As of and for the Three Months Ended October 31, 2020
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 October 31, 2020 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in and as of October 31, 2020. 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 three months ended October 31, 2020 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 October 31, 2020 and 2019, the Company has a balance of convertible notes of $280,457 ($190,300 at July 31, 2020), 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.
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.
Results of Operations for the Three months Ended October 31, 2020 and 2019
Our net loss for the three-month period ended October 31, 2020 was ($59,878) (2019: -$17,924), which consisted entirely of general and administrative fees. We did not generate any revenue during either three-month period in fiscal 2020 or 2019. The expenses in the current fiscal year were significantly higher than those that we incurred in the same period in fiscal 2019 due to increased business operations in connection with the development of our SmartSaveNow website and application.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2020, our current assets were $19,409 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 October 31, 2020, our current liabilities were $526,147 compared to $126,474 at July 31, 2020. Current liabilities at October 31, 2020 were comprised of $118,905 in accounts payable and accrued expenses, convertible notes payable of $280,457, and a loan payable of $126,785.
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 three-month period ended October 31, 2020, net cash flows used in operating activities were $67,114 consisting of a net loss of $59,878, which was offset by a $7,236 non-cash component of accounts payable. For the three-month period ended October 31, 2019, net cash flows used in operating activities were $12,282.
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 $90,157 in the three-month period ended October 31, 2020 and no cash flow from financing activities was generated in the comparative period in fiscal 2019. The $90,157 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.
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.
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.
We have disclosed all unregistered sales of equity securities during the quarter ended October 31, 2020 in current reports on Form 8-K filed with the Securities & Exchange Commission.
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|
|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: November 18, 2020|
/s/ Mohammed Irfan Rafimiya Kazi
|Mohammed Irfan Rafimiya Kazi|
|President, Chief Executive Officer,|
Chief Financial Officer, and director