UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended OctoberJanuary 31, 20222023

 

or

 

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

 

For the transition period from                     to                     

 

Commission file number: 000-50693

 

Cyber Apps World Inc.

(Exact name of registrant as specified in its charter)

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

 

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

Las Vegas NV 89134-8340

(Address of principal executive offices) (Zip Code)

 

(702805-0632

Registrant’s telephone number, including area code

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

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

 

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

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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.

 

1,059,6631,272,917 shares of common stock are issued and outstanding as of December 14, 2022.March 13, 2023.

 

 

 

 

Table of Contents

 

INDEXPage
 Page
PART IFINANCIAL INFORMATION1
   
Item 1.Financial Statements (unaudited)1
 BALANCE SHEETS as of OctoberJanuary 31, 20222023 and July 31, 20222
 

STATEMENTS OF OPERATIONS for the three months ended OctoberJanuary 31, 20222023 and 20212022

3
STATEMENT OF EQUITY for the three months ended OctoberJanuary 31, 20222023 and 202120224
 STATEMENT OF CASH FLOWS for three months ended OctoberJanuary 31, 20222023 and 202120225
 NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS6
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations8
   
Item 3Quantitative and Qualitative Disclosures About Market Risk 
   
Item 4.Controls and Procedures910
   
PART IIOTHER INFORMATION11
   
Item 1.Legal Proceedings11
   
Item 1A.Risk Factors
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1211
   
Item 3.Defaults Upon Senior Securities.1211
   
Item 4Mine Safety Disclosures1211
   
Item 5.Other Information1211
   
Item 6.Exhibits1211
   
SIGNATURES1312

 

i

 

 

PART I FINANCIAL INFORMATION

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K10-K for the year ended July 31, 2022. 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 and six months ended OctoberJanuary 31, 20222023 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

1

 

CYBER APPS WORLD INC.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

  October 31,  July 31, 
  2022  2022 
   $   $ 
Current assets:        
Cash  225   320 
Deposits & prepayments  7,652   7,652 
Total current assets  7,877   7,972 
Other assets:        
Software development - WIP  414,753   414,753 
Total other assets  414,753   414,753 
Total Assets  422,630   422,725 
         
LIABILITIES        
         
Current liabilities:        
Accounts payable and accrued liabilities  97,433   117,770 
Total current liabilities  97,433   117,770 
Long term liabilities:        
Convertible notes payable  97,750   77,200 
Loan payable  11,597   11,597 
Total non-current liabilities  109,347   88,797 
Total Liabilities  206,780   206,567 
         
STOCKHOLDER’S EQUITY        
         
Preferred stock: $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of October 31, 2022 and July 31, 2022.  100   100 
Common stock: $0.001 par value, 250,000,000 authorized, 1,059,663 issued and outstanding as of October 31, 2022 and 889,011,264 as of July 31, 2022, respectively  506,542   444,701 
Shares to be issued  -   - 
Additional paid in capital  10,615,901   10,654,292 
Accumulated deficit  (10,906,693)  (10,882,935)
Total Stockholder’s Equity  215,850   216,158 
Total Liabilities and Stockholder’s Equity  422,630   422,725 

  January 31,
2023
  July 31,
2022
 
  $  $ 
Current assets:        
Cash  264   320 
Deposits & prepayments  7,652   7,652 
Total current assets  7,916   7,972 
Other assets:        
Software development - WIP  466,695   414,753 
Total other assets  466,695   414,753 
Total Assets  474,611   422,725 
         
LIABILITIES        
         
Current liabilities:        
Accounts payable and accrued liabilities  98,443   117,770 
Total current liabilities  98,443   117,770 
Long term liabilities:        
Convertible notes payable  186,968   77,200 
Loan payable  11,597   11,597 
Total non-current liabilities  198,565   88,797 
Total Liabilities  297,008   206,567 
         
STOCKHOLDER’S EQUITY        
         
Preferred stock: $0.001 par value, 10,000,000 authorized, 300,000 issued and outstanding as of January 31, 2023 and July 31, 2022  300   100 
Common stock: $0.001 par value, 250,000,000 authorized, 16,061,667 issued and outstanding as of January 31, 2023 and 889,011,264 as of July 31, 2022, respectively  521,544   444,701 
Shares to be issued  -   - 
Additional paid in capital  10,615,899   10,654,292 
Accumulated deficit  (10,960,140)  (10,882,935)
Total Stockholder’s Equity  177,603   216,158 
Total Liabilities and Stockholder's Equity  474,611   422,725 

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

2

 

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED)

  For the three month period ended  For the three month period ended 
  October 31,
2022
  October 31,
2021
 
   $   $ 
Net Sales        
   -   11 
Cost of Goods Sold        
   -   - 
Gross Income  -   11 
         
Expenses        
General and administrative  23,758   85,293 
Consolidated loss before interest & taxes  (23,758)  (85,282)
Income tax  -   - 
Consolidated net loss  (23,758)  (85,282)
         
Net income per share – basic and diluted  (0.02)  (0.00)
         
Weighted average shares outstanding – basic and diluted  1,059,663   425,551,302 

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

3

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

                 
  

For the three month

period ended

  

For the six month

period ended

 
  January 31, 2023  January 31, 2022  January 31, 2023  January 31, 2022 
  $  $  $  $ 
Net Sales                
   -   -   -   11 
Cost of Goods Sold                
   -   -   -   - 
Gross Income  -   -   -   11 
                 
Expenses                
General and administrative  53,447   65,871   77,205   115,883 
Consolidated loss before interest & taxes  (53,447)  (65,871)  (77,205)  (115,872)
Income tax  -   -   -   - 
Consolidated net loss  (53,447)  (65,871)  (77,205)  (115,872)
                 
Net income per share – basic and diluted  (0.00)  (0.00)  (0.00)  (0.00)
                 
Weighted average shares outstanding – basic and diluted  16,061,667   321,510,839   16,061,667   321,510,839 

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

                                     
        Additional  Shares          
  Common Stock  Preferred Stock  Paid in  to be  Accumulated  Minority    
  Number  Par Value  Number  Par Value  Capital  issued  Deficit  Interest  Total 
       $       $   $   $   $       $ 
Opening Balance as of July 31, 2021  247,986,268   24,979   -   -   10,384,113   23,000   (9,396,371)  8,281   1,044,002 
Share capital for business combination as of July 31, 2021  141,000,000   14,100   -   -   -   -   -   -   14,100 
Common stock issued for cash during the quarter  36,565,034   84,569   -   -   1,006   -   -   -   85,575 
Preferred Stock Issued  -   -   -   -   -   -   -   -   - 
Common stock subscribed  -   -   -   -   -   -   -   204,000   204,000 
Shares to be issued  -   -   -   -   -   36,000   -       36,000 
Net Loss  -   -   -   -   -   -   (49,681)  (35,601)  (85,282)
Closing Balance as of October 31, 2021  425,551,302   123,648   -   -   10,385,119   59,000   (9,446,052)  176,680   1,298,395 
                                     
Opening Balance as of July 31, 2022  807,616,147   444,701   100,000   100   10,654,292   -   (10,882,935)  -   216,158 
Issuance of Common Stock  82,454,780   61,841   -   -   (38,391)  -   -   -   23,450 
Cancellation of Common  Shares  (889,011,264)  -   -   -   -   -   -   -   - 
Net Loss  -   -   -   -   -   -   (23,758)  -   (23,758)
Closing Balance as of October 31, 2022  1,059,663   506,542   100,000   100   10,615,901   -   (10,906,693)  -   215,850 

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

43

 

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF CASH FLOWSSTOCKHOLDERS' EQUITY (UNAUDITED)

For six month period ended January 31, 2023 and January 31, 2022

                                 
  Common Stock  Preferred Stock  Additional Paid in  Shares to be  Accumulated    
  Number  Par Value  Number  Par Value  Capital  issued  Deficit  Total 
     $     $  $  $  $  $ 
Opening Balance as of July 31, 2021  388,986,268   39,079   -   -  ��10,384,113   23,000   (9,388,089)  1,058,103 
Cancellation of Shares as of January 31, 2022  (141,000,000)  (14,100)  -   -   -   -   -   (14,100)
Common stock issued for cash during the quarter  73,524,571   55,143   -   -   180,057   -   -   235,200 
Preferred Stock Issued  -   -   -   -   -   -   -   - 
Shares to be issued  -   -   -   -   -   91,000   -   91,000 
Other  -   -   -   -   -   -   3,465   3,465 
Net Loss  -   -   -   -   -   -   (115,872)  (115,872)
Closing Balance as of January 31, 2022  321,510,839   80,122   -   -   10,564,170   114,000   (9,500,496)  1,257,796 
                                 
Opening Balance as of July 31, 2022  807,616,147   444,701   100,000   100   10,654,292   -   (10,882,935)  216,158 
Issuance of Common Stock  97,454,780   76,841   -   -   (38,391)  -   -   38,450 
Preferred Stock Issued  -   -   200,000   200   -   -   -   200 
Cancellation of Common  Shares  (889,011,264)  -   -   -   -   -   -   - 
Round up Shares  2,004   2   -   -   (2)  -   -   - 
Net Loss  -   -   -   -   -   -   (77,205)  (77,205)
Closing Balance as of January 31, 2023  16,061,667   521,544   300,000   300   10,615,899   -   (10,960,140)  177,603 

         
  For the three month period ended 
  October 31, 
  2022  2021 
   $   $ 
Cash flows from operating activities        
Net income (loss) for the period  (23,758)  (85,282)
Adjustments to reconcile net loss to cash used in operating activities:        
Change in operating assets and liabilities        
Deposits & prepayments  -   70,976 
Accounts payable and accrued liabilities  (20,337)  118,000 
Net cash provided from (used in) operating activities  (44,095)  103,694 
         
Cash flows from investing activities        
Software development  -   (400,000)
Net cash used in investing activities  -   (400,000)
         
Cash flows from financing activities        
Change in convertible notes payable  20,550   204,000 
Change in loan payable  -   (13,482)
Shares to be issued  -   36,000 
Proceeds from issuance of preferred shares  -   - 
Proceeds from issuance of common shares  61,841   84,569 
Proceeds from issuance of additional paid in capital  (38,391)  1,006 
Net cash provided by financing activities  44,000   312,093 
         
Change in Cash  (95)  15,787 
         
Cash – beginning of period  320   70,182 
         
Cash – end of period  225   85,969 
         
Supplemental cash flow disclosures        
         
Cash paid For:        
Interest  -   - 
Income tax  -   - 

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

4

CYBER APPS WORLD INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

         
  

For the six month

period ended

 
  January 31, 
  2023  2022 
  $  $ 
Cash flows from operating activities        
Net income (loss) for the period  (77,205)  (115,872)
Adjustments to reconcile net loss to cash used in operating activities:        
Change in operating assets and liabilities        
Deposits & prepayments  -   35,000 
Accounts payable and accrued liabilities  (19,327)  (39,192)
Net cash provided from (used in) operating activities  (96,532)  (120,064)
         
Cash flows from investing activities        
Software development  (51,942)  (70,866)
Net cash used in investing activities  (51,942)  (70,866)
         
Cash flows from financing activities        
Change in convertible notes payable  109,768   (120,750)
Change in loan payable  -   (43,482)
Shares to be issued  -   91,000 
Proceeds from issuance of preferred shares  200   - 
Proceeds from issuance of common shares  76,843   41,043 
Proceeds from issuance of additional paid in capital  (38,393)  180,057 
Net cash provided by financing activities  148,418   147,868 
         
Change in Cash  (56)  (43,062)
         
Cash – beginning of period  320   70,182 
         
Cash – end of period  264   27,120 
         
Supplemental cash flow disclosures        
         
Cash paid For:        
Interest  -   - 
Income tax  -   - 

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

5

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of and for the threesix months ended OctoberJanuary 31, 20222023 and 20212022

 

Note 1. Summary of Significant Accounting Policies

 

Condensed Interim Financial Statements – The accompanying unaudited interim condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”“Company”), RTsave Inc. and RTsaveFriendly and Fast, Inc., aare wholly-owned subsidiarysubsidiaries incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principlesprinciples 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, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2022.

 

Going Concern

 

The Company’s financial statements for the threesix months ended OctoberJanuary 31, 20222023 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue during the threesix months ended OctoberJanuary 31, 2022.2023. Additionally, for the threesix months ended OctoberJanuary 31, 2022,2023, the Company reported a net loss of $23,75877,205, operating cash outflows of $44,09596,532, and an accumulated deficit of $10,906,69310,960,140 as of October 31, 2022.. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

 

Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

 

The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2022. There were no significant changes to these accounting policies during the threesix months ended OctoberJanuary 31, 20222023 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.

6

 

 

Note 3. Convertible Notes Payable and Notes Payable

 

As of OctoberJanuary 31, 2022,2023, the Company has a balance of convertible notes of $97,750186,968 (July 31, 2022 - $77,200), including interest and accumulated prepayment expense, which is convertible into common stock at deemed prices ranging from 55% to 61% of the lowest market price of the Company’s stock within the prior 20 to 30 trading days prior to conversion. The convertible notes are due and payable on dates within the next 12 months and bear interest at a rate of 10% per annum.

 

Note 4. Capital Stock

 

Effective January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a 1:50 reverse split in the Company’s outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.

 

On January 22, 2015, the Company converted $556,267 of its debt to various lenders into convertible debt and 17,550,000 shares of Common Stock were issued as a result of the debt conversion, causing a beneficial conversion in the amount of $370,845.

 

On April 18, 2016, the Company agreed to convert $62,400 of debt into 4,800,000 shares of common stock, which will reduce the debt and notes owed. The Company recorded a loss on settlement of debt of $33,600. The shares were issued on May 31, 2016.

 

On February 1, 2019, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a 1:45 reverse split, effective February 19, 2019, in the Company’s outstanding common stock and a concurrent increase in the authorized common stock to 50,000,000 shares with par value $0.01.

 

On October 23, 2019, the Company’s filed with the Secretary of State of Nevada a Certificate of Change that affected a 4:1 forward split, effective February 10, 2020, in the Company’s outstanding common stock and a concurrent increase in the authorized common stock to 250,000,000 shares with par value $0.00075.

 

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

 

On September 19, 2022, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a 840:1 reverse split in the outstanding common stock and a concurrent decrease in the authorized common stock to 250,000,000 shares with par value $0.001.

 

Note 5. Related Party Transactions

 

None

 

Note 6. Subsequent Events

 

None.On March 9, 2023, the Company canceled 15,379,375 shares of common stock. These shares were issued on December 22, 2022 and February 22, 2023.

 

7

 

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

 

Forward Looking Statements

 

This quarterly report contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.  Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

 

Background

 

We were incorporated on July 15, 2002 under the laws of the State of Nevada under the name Titan Web Solutions, Inc. with a view to offering a full range of business consulting services in the retail specialty coffee industry in China.

 

On April 9, 2015 we merged with our wholly-owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. Our business focused on the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones.

 

Privacy and Value Software

 

On March 15, 2021, we entered into an agreement to acquire employee monitoring software known as “Privacy and Value”. We amended this agreement on April 20, 2021 and September 28, 2022. The software product attempts to balance employer concerns regarding employee efficiency and productivity with employee privacy.

 

In consideration of the vendor selling the Privacy and Value software to us, we have agreed to:

(a)pay $10,000 to the vendor upon execution of the agreement (paid); and

(b)pay, by March 31, 2023, an amount equal to the estimation of value of a 50% interest in the Software and the related data and databases based on an independent business valuation completed by a valuator who is accredited by the American Society of Appraisers and acceptable to both parties less the $10,000 cash payment noted above. Notwithstanding the valuation’s estimation of value of the software, the amount of the additional payment shall not be less than $50,000 and shall not exceed $250,000. We obtained an independent business valuation on the Software in June 2021, which indicated that we would have to pay $250,000 to complete the acquisition of a 50% interest in the Software.

As companies are increasingly attempting to meet the demands of employees that want work environment flexibility and were forced to avoid employee congregation in response to the global Covid-19 pandemic, they are retaining staff that either work from home or they rely on outsourcing to retain employees and independent contractors in other countries. One of the primary concerns with having staff work in a separate location that removes them from the daily, direct oversight of management is that employee productivity will suffer. One of the responses to this concern is for businesses to use some form of worker surveillance in order to ensure that employees are utilizing their work time efficiently. However, businesses may face pushback from their staff due to concerns that their personal privacy is compromised when they are subject to constant monitoring during work hours. They may resist practices such as webcam surveillance or persistent computer screen observation.

 

To address employer concerns regarding staff efficiency and employee concerns regarding privacy, we developed and intend to market the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days.

 

8

LytSpid Service

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

 

LytSpid will target both individuals and corporate customer segments. For corporate clients, this feature will give discounts to restaurant owners, grocery stores, couriers, and similar enterprises so they can affordably provide deliveries to their customers. We are currently organizing beta testing of the application in Ahmedabad, India and have commissioned a private company to be primarily responsible for the completion of the application development.

 

Results of Operations for the threesix months ended OctoberJanuary 31, 20222023 and 20212022

 

Our net loss for the threesix months ended OctoberJanuary 31, 2023 and 2022, was $77,205 and 2021, was $23,758 and $85,282,$115,872 respectively, which consisted entirely of general and administrative fees. We have generated no revenue during the threesix months ended OctoberJanuary 31, 20222023 and insignificant revenue during the threesix months ended OctoberJanuary 31, 2021.2022.

8

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of OctoberJanuary 31, 2022,2023, our current assets were $7,877$7,916 compared to $7,972 at July 31, 2022. The decrease in current assets is attributable to an payment of our accounts payable and accrued liabilities during the period.

 

As of OctoberJanuary 31, 2022, our current liabilities were $97,433$98,443 compared to $117,770 at July 31, 2022. The decrease in current liabilities is attributable to a reduction in our accounts payable and accrued liabilities.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.

 

Cash Flows from Operating Activities

 

For the threesix months ended OctoberJanuary 31, 2022,2023, net cash flows used in operating activities were $44,095$96,532 consisting of a net loss of $23,758,$77,205, and decrease in accounts payable of $20,337.$19,327. For the threesix months ended OctoberJanuary 31, 2021,2022, net cash flows provided from operating activities were $103,694$120,064 which consisted of a net loss of $85,282$115,872 offset by an increase in deposits and prepayments of $70,976$35,000 and accounts payable and accrued liabilities of $118,000.$39,192

 

Cash Flows from Investing Activities

 

There were no$51,942 cash flows from investing activities during the threesix months ended OctoberJanuary 31, 2022.2023. This compares to net cash flows used in investing activities of $400,000$70,866 for the continued development of software during the three months ended OctoberJanuary 31, 2021.2022.

 

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 $44,000$148,418 in the three-monthsix-month period ended OctoberJanuary 31, 20222023 compared to $312,093$147,868 in the three-monthsix-month period ended OctoberJanuary 31, 2021.2022.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 


GOING CONCERN

 

The independent auditors’ report accompanying our July 31, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Item 4. Controls and Procedures.

 

As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer have concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of OctoberJanuary 31, 2022,2023, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

 

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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 OctoberJanuary 31, 2022.2023. 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 OctoberJanuary 31, 2022,2023, 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 firstsecond quarter of our 2023 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II—OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

In June 2021,During the quarter ended January 31, 2023, we commenced legal action againstagreed to enter into a settlement agreement with 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 favoured nation clause, took the position that the pay-out amount was significantly higher than the amount that we believed was due. Our legal counsel put EMA on notice that we disputed the prepayment amount due pursuant to the note.

On April 6, 2021,which we and EMA provided us and our transfer agent with a notice of conversion whereby it instructed the transfer agent to convert the entire principal amountmutually released each other from all claims existing between us. As part of the note, plus interest, for 1,281,682 ofsettlement, we voluntarily dismissed our shares. Because the note contains a clause that allowsaction against EMA to cancel the conversion if the shares are not issued within one business day of the conversion notice, EMA cancelled the conversion on April 8 following the decline in our stock price. The transfer agent advised us that it could not issue the converted shares by the one business day deadline because EMA did not provide it with the necessary 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 in our common stock. Through its sales of this stock, our share price declined from by over 90% from $0.102 on April 6, 2021, to $0.009 on May 23, 2021.

We were ready, willing, and able to prepay EMA’s note for the amount originally stated in the note by the prepayment deadline date and suffered damages due to EMA’s failure to accept that prepayment. Moreover, we allege that EMA acted in bad faith by providing notice of conversion of its note to its transfer agent and then failing to provide the transfer agent with the documentation necessary to effect the conversion so that it could withdraw the conversion if our stock price subsequently fell or proceed with the conversion if the stock value increased or remained stable.

We are seeking damages of $15,256,438 for its decrease in market capitalization due to the wrongful actions of EMA, as well as punitive and other damages.

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

no other legal proceedings active or pending.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

We have disclosed all unregistered sales of equity securities during the quarter ended OctoberJanuary 31, 20212023 in current reports on Form 8-K filed with the Securities & Exchange Commission.

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits.

 

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

 

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

 

SEC Ref. No. Title of Document
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Label Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document

 

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Cyber Apps World Inc. 
   
Dated: DecemberMarch 14, 20222023By:/s/ Mohammed Irfan Rafimiya Kazi
  Mohammed Irfan Rafimiya Kazi
  President, Chief Executive Officer,
Chief Financial Officer, and director

 

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