UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended April 30, 2016
or
[ ] For the quarterly period ended January 31, 2021
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 number: 000-50693
Cyber Apps World Inc.
(NameExact name of Registrantregistrant as Specifiedspecified in Its Charter)its charter)
| Nevada | 90-0314205 | |
State or other jurisdiction of
| (I.R.S. Employer | |
| ||
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
Securities registered under Section 12(g) of the Exchange Act:Common Stock, Par value $0.001 per shareNone
Indicate by check mark whether the issuer: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 pastpreceding 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. [X] 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 ☒
[ ] Yes[ X ]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.
(Check One):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☒ | ||
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reportingIf an emerging growth company, [X]
(Doindicate by check mark if the registrant has elected not check if a smaller reporting company)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 ☒
[ ] Yes [ X ] NoIndicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
On June 14, 2016, there were 24,319,935171,162,128 shares of common stock outstanding.are issued and outstanding as of March 5, 2021.
INDEX
i
PART I.I FINANCIAL INFORMATION
ITEM 1. Unaudited Financial Statements
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'sCompany’s Annual Report on Form 10K for the year ended July 31, 2015.2020 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 threeSix Months ended January 31, 2021 and nine months ended April 30, 2016 and 20152019 are not necessarily indicative of the results for the entire fiscal year or for any other period.
| Cyber Apps World, Inc. | ||||||||||||||||
| (formerly Clean Enviro Tech Corp.) | ||||||||||||||||
| Balance Sheets | ||||||||||||||||
| April 30, | July 31, | |||||||||||||||
| 2016 | 2015 | |||||||||||||||
| (unaudited) | ||||||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Deposits | $ | 10,000 | $ | 10,000 | ||||||||||||
| Total current assets | 10,000 | 10,000 | ||||||||||||||
| Web development costs, net | 3,000 | — | ||||||||||||||
| Total assets | $ | 13,000 | $ | 10,000 | ||||||||||||
| Liabilities and Stockholders' Deficiency | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 121,163 | $ | 112,637 | ||||||||||||
| Convertible notes payable | 29,767 | 29,767 | ||||||||||||||
| Notes payable | 41,278 | 68,112 | ||||||||||||||
| Total current liabilities | 192,208 | 210,516 | ||||||||||||||
| Commitments and contingencies | ||||||||||||||||
| Stockholders' deficiency: | ||||||||||||||||
| Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding | — | — | ||||||||||||||
| Common stock, $.001 par value, 50,000,000 shares authorized as of July 31, 2015; | ||||||||||||||||
| 24,319,935 and 19,519,935 issued and outstanding at April 30, 2016 and July 31, 2015 | ||||||||||||||||
| respectively. | 24,320 | 19,520 | ||||||||||||||
| Additional paid-in capital | 8,347,541 | 8,256,341 | ||||||||||||||
| Retained deficit | (8,551,069 | ) | (8,476,377 | ) | ||||||||||||
| Stockholders' deficiency | (179,208 | ) | (200,516 | ) | ||||||||||||
| Total liabilities and stockholders' deficiency | $ | 13,000 | $ | 10,000 | ||||||||||||
| Cyber Apps World, Inc. | ||||||||||||||||
| (formerly Clean Enviro Tech Corp.) | ||||||||||||||||
| Statements of Operations | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Net sales | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 6,806 | 19,389 | 41,092 | 52,531 | ||||||||||||
| Loss from operations | (6,806 | ) | (19,389 | ) | (41,092 | ) | (52,531 | ) | ||||||||
| Other (expenses)/income | ||||||||||||||||
| Loss on settlement of debt | (33,600 | ) | — | (33,600 | ) | — | ||||||||||
| Amortization of beneficial conversion feature | — | — | — | (370,845 | ) | |||||||||||
| Net loss before provision for (benefit from) income taxes | (40,406 | ) | (19,389 | ) | (74,692 | ) | (423,376 | ) | ||||||||
| — | — | — | — | |||||||||||||
| Provision for (benefit from) income taxes | ||||||||||||||||
| Net loss | $ | (40,406 | ) | $ | (19,389 | ) | $ | (74,692 | ) | $ | (423,376 | ) | ||||
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.05 | ) | ||||
| Weighted average number of common shares outstanding – basic and diluted | 20,416,638 | 19,517,764 | 19,816,662 | 8,332,050 | ||||||||||||
| Cyber Apps World, Inc. | ||||||
| (formerly Clean Enviro Tech Corp.) | ||||||
| Statements of Cash Flows | ||||||
| (unaudited) | ||||||
| For the Nine Months Ended | ||||||
| April 30, | ||||||
| 2016 | 2015 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ (74,692) | $ (423,376) | ||||
| Adjustments to reconcile net loss to net cash utilized by operating activities | ||||||
| Depreciation | - | 967 | ||||
| Amortization of beneficial conversion feature | - | 370,845 | ||||
| Expenses paid on the Company's behalf by a third party | 35,566 | 49,513 | ||||
| Loss on settlement of debt | 33,600 | - | ||||
| Increase (decrease) in cash flows from changes in operating assets and liabilities | ||||||
| Prepaid expenses and other current assets | - | (750) | ||||
| Accounts payable and accrued expenses | 8,526 | 2,801 | ||||
| Net cash provided by (used in) operating activities | 3,000 | - | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Web development costs | (3,000) | - | ||||
| Net cash used in investing activities | (3,000) | - | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Net cash provided by financing activities | - | - | ||||
| CHANGE IN CASH AND CASH EQUIVALENTS | ||||||
| Net decrease in cash and cash equivalents | - | - | ||||
| Cash and cash equivalents at beginning of year | - | - | ||||
| Cash and cash equivalents at end of year | $ - | $ - | ||||
| SUPPLEMENTAL CASH FLOW DISCLOSURES | ||||||
| Cash paid during the year for: | ||||||
| Interest | $ - | $ - | ||||
| Income taxes | $ - | $ - | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||||||
| Convertible notes issued for debt and liabilities | $ - | $ 556,267 | ||||
| Common shares issued for convertible debt | $ - | $ 468,000 | ||||
| Common shares issued for convertible debt – related party | $ - | $ 58,500 | ||||
| Beneficial conversion feature discount | $ - | $ 370,845 | ||||
| Common shares issued for settlement of debt | $ 62,400 | $ - | ||||
| See accompanying notes to unaudited financial statements | ||||||
CONDENSED BALANCE SHEET
| January 31, 2021 | July 31, 2020 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | 76,855 | 115 | ||||||
| Prepayments & deposit | 10,652 | 984 | ||||||
| Total current assets | 87,507 | 1,099 | ||||||
| Intangible assets: | ||||||||
| Software | 716,420 | 412,019 | ||||||
| Goodwill | 964,581 | 964,581 | ||||||
| Total Fixed assets | 1,681,001 | 1,376,600 | ||||||
| Total assets | 1,768,508 | 1,377,699 | ||||||
| LIABILITIES & STOCKHOLDER’S EQUITY LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | 155,472 | 126,474 | ||||||
| Convertible Notes Payable | 616,114 | 190,300 | ||||||
| Due to related Parties | 10,000 | - | ||||||
| Total current liabilities | 781,586 | 316,774 | ||||||
| Long term liabilities: | ||||||||
| Loan Payable | 105,079 | 126,785 | ||||||
| Total long term liabilities | 105,079 | 126,785 | ||||||
| Total Liabilities | 886,665 | 443,559 | ||||||
| STOCKHOLDER’S EQUITY | ||||||||
| 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 January 31, 2021 | ||||||||
| 171,162,128 issued and outstanding at January 31st 2021 and 170,912,128 issued and outstanding at July 31st 2020, respectively. | 34,320 | 24,320 | ||||||
| Additional Paid In Capital | 9,872,742 | 9,772,742 | ||||||
| Accumulated Other Comprehensive Income | ||||||||
| Deficit accumulated | (9,025,219 | ) | (8,862,921 | ) | ||||
| Total stockholder’s equity | 881,843 | 934,140 | ||||||
| Total liabilities and stockholder’s equity | 1,768,508 | 1,377,699 | ||||||
(The accompanying notes are an integral part of these condensed financial statements)
CONDEENSED STATEMENT OF COMPREHENSIVE LOSS
| For the Three Months Ended January | For the Six Months Ended January | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | (102,420 | ) | 35,411 | 162,298 | 53,335 | |||||||||||
| Net Loss | 102,420 | (35,411 | ) | (162,298 | ) | (53,335 | ) | |||||||||
| Other Comprehensive Loss | ||||||||||||||||
| Foreign exchange translation adjustment | - | - | - | - | ||||||||||||
| Total Comprehensive Loss | 102,420 | (35,411 | ) | (162,298 | ) | (53,335 | ) | |||||||||
| Net loss per share – basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted average shares outstanding – basic and diluted | 241,000,000 | 241,000,000 | 241,000,000 | 241,000,000 | ||||||||||||
(The accompanying notes are an integral part of these condensed financial statements)
CONDENSED STATEMENT OF CASH FLOWS
| For the Six Months Ended January | ||||||||
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net loss for the period | (162,298 | ) | (53,335 | ) | ||||
| Change in operating assets and liabilities | ||||||||
| Prepayments & deposits | (9,668 | ) | (21,988 | ) | ||||
| Accounts payable and accrued liabilities | 28,998 | (5,556 | ) | |||||
| Notes Payable | 425,814 | 78,000 | ||||||
| Due to related party | 10,000 | - | ||||||
| Net cash used in operating activities | 292,846 | (2,879 | ) | |||||
| Cash flows from investing activities | ||||||||
| Acquisition of intangible assets | (304,401 | ) | (9,736 | ) | ||||
| Net cash used in investing activities | (304,401 | ) | (9,736 | ) | ||||
| Cash flows from financing activities | ||||||||
| Loan Payable | (21,705 | ) | 12,695 | |||||
| Proceeds from additional paid in capital | 100,000 | - | ||||||
| Proceeds from issuance of common stock | 10,000 | - | ||||||
| Net cash provided by financing activities | 88,295 | 12,695 | ||||||
| Change in Cash | 76,740 | 80 | ||||||
| Cash – beginning of period | 115 | 90 | ||||||
| Cash – end of period | 76,855 | 170 | ||||||
| Supplemental cash flow disclosures | ||||||||
| Cash paid For: | ||||||||
| Interest | - | - | ||||||
| Income tax | - | - | ||||||
(The accompanying notes are an integral part of these condensed financial statements)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of and for the Three and NineSix Months Ended April 30, 2016January 31, 2021
(unaudited)
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, 20152020 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, 2016.2021.
Going Concern -
The Company’s financial statements for the period ended April 30, 2016,January 31, 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, 2016, there wasJanuary 31, 2021. Additionally, for the period ended January 31, 2021, the Company reports a working capitalnet loss of $102,420, operating cash outflows of $292,846 and an accumulated deficit of $182,208.$9,025,219 as of January 31, 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 almost exclusively through advances from its controlling shareholders. The Company expectsshareholders, 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 12 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2015.2020. There were no significant changes to these accounting policies during the nine monthsSix Months ended April 30, 2016January 31, 2021 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
statements
Website Development Costs -The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. The Company is still developing its website and plans to launch the website in late June2016 and will commence amortization once the website is placed in service.
The Company capitalized website costs of $3,000 and $-0- during the nine months ended April 30, 2016 and 2015, respectively. Amortization expenses of $-0- and $-0- during the nine months ended April 30, 2016 and 2015, respectively.
Note 2. Deposit
On May 28, 2015, the Company entered into a license agreement (the “Agreement”) with eCommerce Technologies Inc. (“Licensor”), providing for the license by the Company of certain patented ecommerce technology (the “Licensed Technology”), under a non-exclusive right and license to market, use or sell the Licensed Technology and improvements thereto worldwide for a period of five years, subject to the patent coverage of the Licensed Technology. On November 15, 2015, the parties agreed to extend the due date from November 15, 2015 to February 15, 2016. On February 15, 2016, the parties agreed to extend the due date to June 30, 2016.
As of July 31, 2015, the Company has made a deposit of $10,000 with a remaining balance due on June 30, 2016, totaling $490,000. Through the date of this filing, the balance remains outstanding.
Note 3. Website
During the nine months ended April 30, 2016, the Company had $3,000 in website development costs related to the licensed technology. The Company is still developing the website and has not placed it in service. Amortization will commence once the website is placed in service over a three year useful life.
Note 4. Common Stock
On April 18, 2016, the Company agreed to issue 4,800,000 shares of common stock for the settlement of debt of $62,400. The shares were issued on May 31, 2016.
Note 5.2. Net Loss Per Common Share
LossBasic loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted lossearnings per common share is computed by dividing net lossearnings (loss) by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options warrants or other convertible instrumentswarrants that could affect the calculated number of shares, except for $29,767 ofshares. Common stock equivalents related to convertible debt that is convertible into common stock at approx. $0.02 per share. If all of the debt is converted with common share equivalents would be 1,488,350.are detailed in Note 3.
Note 6.3. Convertible Notes Payable and Notes Payable
As of April 30, 2016,January 31, 2021 and 2019, the Company has a balance of convertible notes is $29,767of $290,000 ($190,300 at July 31, 2020), including interest and accumulated prepayment expense, which is convertible into common stock at approx. $0.02 per share. If alldeemed prices ranging from 60% to 61% of the debt is converted it would be 1,488,350.lowest market price of the Company’s stock within the prior 20 trading days prior to conversion. The debt isconvertible notes are due upon demand and bears 0% interest.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.
As of April 30, 2016, the Company has several notes payable totaling $41,278 which is due upon demand and bears 0% interest.
6
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.
ITEM 2. Management'sManagement’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.
IntroductionBackground
We were incorporated on July 15, 2002 under the laws of the State of Nevada. We changed ourNevada under the name Titan Web Solutions, Inc. with a view to offering a full range of business consulting services in 2008, entering into a license agreement with Li-ion Motors onthe retail specialty coffee industry in China.
On April 15, 2008, for the license of the development of their lithium battery technology. We sold our Zingo Telecom, Inc. and M/S Zingo BPO Services Pvt. Ltd. subsidiaries that offered telecommunications services to business and residential customers utilizing VoIP technology on May 15, 2008. To reflect our new business, we changed our name from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008 and on April 2, 2011,9, 2015 we merged with our wholly-owned subsidiary Sky Power Solutions Corp.,Cyber Apps World Inc. and in the merger the name of the Company wasconcurrently changed to Sky Power Solutions Corp.
A three-for-one forward split in our common stock was effective October 19, 2009. The Certificate of Change filed with the Nevada Secretary of State on September 18, 2009, for the forward split changed the number of shares of our outstanding common stock from 115,000,000 to 345,000,000, and the number of shares of our authorized common stock in the same ratio, from 250,000,000 to 750,000,000. On April 2, 2011, the Board approved the filing with the Secretary of State of Nevada a Certificate of Change that affected a 1:300 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:300 ratio, from 750,000,000 shares to 2,500,000 shares. This was effective April 26, 2011.
On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our 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. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. andCyber Apps World Inc. Our business focused on the 1:50 reverse split with the concurrent reductiondevelopment of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.
In May 2014, the Company entered into a letter of intent with Red Apple Pharm. They had sixty days to provide their financial records and completion of due diligence. Gordon F. Lee was appointed as CEO on May 30, 2014. The Company didn’t receive financials. On June 20, 2014 Mr. Lee resigned.
On May 28, 2015, the Company entered into a license agreement (the “Agreement”) with eCommerce Technologies Inc. (“Licensor”), providing for the license by the Company of certain patented ecommerce technology (the “Licensed Technology”), under a non-exclusive right and license to market, use or sell the Licensed Technology and improvements thereto worldwide for a period of five years, subject to the patent coverage of the Licensed Technology. As of July 31, 2015, the Company has made a deposit of $10,000 with a remaining balance due on February 15, 2016, totaling $490,000. On February 15, 2016, the Company and eCommerce Technologies Inc. agreed to extend the due date from February 15, 2016 to June 30, 2016 for the balance due of $490,000.
Results of Operations for the Three and Nine months Ended April 30, 2016 and 2015
We incurred a net loss of $40,406 during the three months ended April 30, 2016, which included: general and administrative (G&A) costs of $6,806 and loss on settlement of debt of $33,600 compared to a net loss of $19,368 for the three months ended April 30, 2015, which included: general and administrative (G&A) costs of $19,389.
We incurred a net loss of $74,692 during the nine months ended April 30, 2016, which included: general and administrative (G&A) costs of $41,092 and loss on settlement of debt of $33,600 compared to a net loss of $423,376 for the nine months ended April 30, 2015, which included: general and administrative (G&A) costs of $52,531 and interest expense related to beneficial conversion feature of $370,845.
Our net loss for the nine months ended April 30, 2016 decreased to $74,692 from $423,376 for the same period ending April 30, 2015. The decrease was primarily due to a decrease in interest expense related to beneficial conversion feature of $370,845. The general and administrative expenses decreased to $41,092 from $52,531 due to normal fluctuations in business operations. There was a loss on settlement of debt during the nine months ended April 30, 2016 of $33,600.
Plan of Operations
We are developing mobile applications (“Apps”) to make available to subscribers for several programs. The first beta app to be released will be the “INSTANT COUPONS” platform.
The INSTANT COUPONS app will be a subscriber-based applicationfocusing 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. No coupon printing is required from mobile devices.
Cyber Apps plansWe 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 revenues usingrevenue 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 processa ride-hailing and complete transactions aroundfood delivery computer and mobile device application including, without limitation, the world with reduced overheadapplication, all software, the corresponding website domain, content, data, and a minimal cost for handling. Products would be shipped directly from the Merchant Partnerall incorporated technology, known as WarpSpeed Taxi. However, all operational data and databases relating to the customer further reducingWarpSpeed Taxi application will be jointly owned by us and the transaction costvendor. However, the vendor cannot use the data for us.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.
LiquidityResults of Operations for the Six Months Ended January 31, 2021 and Capital Resources2019
Our net loss for the three-month period ended January 31, 2021 was $102,420 (2020: loss of $35,411), 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.
LIQUIDITY AND CAPITAL RESOURCES
As at January 31, 2021, our current assets were $87,507 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 January 31, 2021, our current liabilities were $886,665 compared to $443,559 at July 31, 2020. Current liabilities at January 31, 2021 were comprised of $155,472 in accounts payable and accrued expenses, convertible notes payable of $616,114, and loans payable of $115,079, 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 six-month period ended January 31, 2021, net cash flows used in operating activities were $292,846 consisting of a net loss of 162,298 , which was offset by a $28,998 non-cash component of accounts payable, notes payable of $425,814, and $10,000 due to a related party.
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 $88,295 in the six-month period ended January 31, 2021 compared to $12,695 in the comparative period in fiscal 2020. The $88,295 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 $125,157 and $100,000 proceeds from the sale of 250,000 shares of our common stock.
OFF-BALANCE SHEET ARRANGEMENTS
As of April 30, 2016, we had cash on handthe date of $0 and liabilities of $192,208 as compared with liabilities of $210,516 at July 31, 2015. Accounts payable and accrued expenses increased at April 30, 2016, to $121,163 as compared with $112,637 at July 31, 2015 and notes payable were $41,278 at April 30, 2016, as compared to $68,112 at July 31, 2015.
At April 30, 2016, we had a working capital deficiency of $182,208 and a stockholders' deficit of $179,208.
We had net cash provided by operating activities of $3,000 in the nine months ended April 30, 2016, as compared with $0 in the comparable period in 2015, and cash flows used in investing activities for the purchase of website was $3,000 during 2016 and $0 in 2015.
Since our incorporation, we have financed our operations almost exclusively through advances from our controlling shareholders. We expect to finance operations through the sale of equity or other investments for the foreseeable future, asthis report, we do not receive significant revenue from our new business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.
Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any off-balance sheet arrangements for financing and we may not be ablethat have or are reasonably likely to find such financing if required. Obtaining additional financing would be subjecthave 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 a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.investors.
Critical Accounting IssuesGOING CONCERN
The Company's discussion and analysis of its financial condition and results of operations are based upon the Company'sindependent auditors' report accompanying our July 31, 2020 financial statements whichcontained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared in accordance with accounting principles generally accepted"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 United Statesordinary course of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
business.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.
Commodity Price Risk – The raw materials for manufacturing our batteries could be affected by changes in the commodities markets, and if we commence manufacturing our own lithium ion batteries, we could be subject to this risk.
ITEMItem 4. Controls and Procedures.
As supervised by our board of the enddirectors and our principal executive and principal financial officer, management has established a system of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure, controls and procedures asand 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 Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2020, were not effective, based on the evaluation the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosureof these controls and procedures arerequired 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 effective in timely alerting herinclude an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to material information relatingattestation by our registered public accounting firm, pursuant to rules of the Company (including its consolidated subsidiaries) requiredSecurities and Exchange Commission that permit us to be includedprovide only management's report in this Quarterly Report on Form 10-Q. 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 Company’sExchange Act) during the first quarter of our 2020 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.control over financial reporting.
PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
None
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, 2021 in current reports on Form 8-K filed with the Securities & Exchange Commission.
Item 3. Defaults Upon Senior Securities.
None.
Not Applicable.
None.
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 QuarterlyAnnual Report on Form 10-Q10-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.
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