LEEN 10-Q
Leopard Energy, Inc. (LEEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
or
For the transition period from to
Commission
file number:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
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.
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 ☐
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 ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
shares of common stock are issued and outstanding as of December 14, 2022.
Table of Contents
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PART I FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2022. 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, 2022 are not necessarily indicative of the results for the entire fiscal year or for any other period.
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CYBER APPS WORLD INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
| October 31, | July 31, | |||||||
| 2022 | 2022 | |||||||
| $ | $ | |||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Deposits & prepayments | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Software development - WIP | ||||||||
| Total other assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Convertible notes payable | ||||||||
| Loan payable | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Preferred stock: $ par value, authorized, issued and outstanding as of October 31, 2022 and July 31, 2022. | ||||||||
| Common stock: $ par value, authorized, issued and outstanding as of October 31, 2022 and as of July 31, 2022, respectively | ||||||||
| Shares to be issued | - | - | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholder’s Equity | ||||||||
| Total Liabilities and Stockholder’s Equity | ||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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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 | - | |||||||
| Expenses | ||||||||
| General and administrative | ||||||||
| Consolidated loss before interest & taxes | ( | ) | ( | ) | ||||
| Income tax | - | - | ||||||
| Consolidated net loss | ( | ) | ( | ) | ||||
| Net income per share – basic and diluted | ( | ) | ( | ) | ||||
| Weighted average shares outstanding – basic and diluted | ||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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CYBER APPS WORLD INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
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 | - | ( | ) | |||||||||||||||||||||||||||||||||
| Share capital for business combination as of July 31, 2021 | - | |||||||||||||||||||||||||||||||||||
| Common stock issued for cash during the quarter | - | |||||||||||||||||||||||||||||||||||
| Preferred Stock Issued | - | - | ||||||||||||||||||||||||||||||||||
| Common stock subscribed | - | - | ||||||||||||||||||||||||||||||||||
| Shares to be issued | - | - | ||||||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Closing Balance as of October 31, 2021 | - | ( | ) | |||||||||||||||||||||||||||||||||
| Opening Balance as of July 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock | - | ( | ) | |||||||||||||||||||||||||||||||||
| Cancellation of Common Shares | ( | ) | - | |||||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Closing Balance as of October 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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CYBER APPS WORLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| For the three month period ended | ||||||||
| October 31, | ||||||||
| 2022 | 2021 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Change in operating assets and liabilities | ||||||||
| Deposits & prepayments | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash provided from (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Software development | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Change in convertible notes payable | ||||||||
| Change in loan payable | ( | ) | ||||||
| Shares to be issued | ||||||||
| Proceeds from issuance of preferred shares | ||||||||
| Proceeds from issuance of common shares | ||||||||
| Proceeds from issuance of additional paid in capital | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Change in Cash | ( | ) | ||||||
| Cash – beginning of period | ||||||||
| Cash – end of period | ||||||||
| Supplemental cash flow disclosures | ||||||||
| Cash paid For: | ||||||||
| Interest | ||||||||
| Income tax | ||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of and for the three months ended October 31, 2022 and 2021
Note 1. Summary of Significant Accounting Policies
Condensed Interim Financial Statements – The accompanying unaudited interim condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”) and RTsave Inc., a wholly-owned subsidiary incorporated pursuant to the laws of Wyoming. These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc. for the year ended July 31, 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 three months ended October 31, 2022 have been prepared on a going concern basis, which contemplates
the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any
revenue during the three months ended October 31, 2022. Additionally, for the three months ended October 31, 2022, the Company reported
a net loss of $
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 three months ended October 31, 2022 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements
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.
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Note 3. Convertible Notes Payable and Notes Payable
As
of October 31, 2022, the Company has a balance of convertible notes of $
Note 4. Capital Stock
Effective
January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a
On
January 22, 2015, the Company converted $
On
April 18, 2016, the Company agreed to convert $
On
February 1, 2019, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a
On
October 23, 2019, the Company’s filed with the Secretary of State of Nevada a Certificate of Change that affected a
As of October 30, 2021, the Company increased its authorized capital to shares of common stock with par value $.
On
September 19, 2022, the Company filed with the Secretary of State of Nevada a Certificate of Change that affected a
Note 5. Related Party Transactions
None
Note 6. Subsequent Events
None.
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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.
As companies are increasingly attempting to meet the demands of employees that want work environment flexibility and were forced to avoid employee congregation in response to the global Covid-19 pandemic, they are retaining staff that either work from home or they rely on outsourcing to retain employees and independent contractors in other countries. One of the primary concerns with having staff work in a separate location that removes them from the daily, direct oversight of management is that employee productivity will suffer. One of the responses to this concern is for businesses to use some form of worker surveillance in order to ensure that employees are utilizing their work time efficiently. However, businesses may face pushback from their staff due to concerns that their personal privacy is compromised when they are subject to constant monitoring during work hours. They may resist practices such as webcam surveillance or persistent computer screen observation.
To address employer concerns regarding staff efficiency and employee concerns regarding privacy, we developed and intend to market the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days.
LytSpid Service
We are currently developing a delivery computer application known as LytSpid (pronounced “light speed”). The application is being designed to allow users to order food, groceries, and other courier services. LytSpid’s focus will strictly be delivery of goods.
LytSpid will target both individuals and corporate customer segments. For corporate clients, this feature will give discounts to restaurant owners, grocery stores, couriers, and similar enterprises so they can affordably provide deliveries to their customers. We are currently organizing beta testing of the application in Ahmedabad, India and have commissioned a private company to be primarily responsible for the completion of the application development.
Results of Operations for the three months ended October 31, 2022 and 2021
Our net loss for the three months ended October 31, 2022 and 2021, was $23,758 and $85,282, respectively, which consisted entirely of general and administrative fees. We have generated no revenue during the three months ended October 31, 2022 and insignificant revenue during the three months ended October 31, 2021.
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LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2022, our current assets were $7,877 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 October 31, 2022, our current liabilities were $97,433 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 three months ended October 31, 2022, net cash flows used in operating activities were $44,095 consisting of a net loss of $23,758, and decrease in accounts payable of $20,337. For the three months ended October 31, 2021, net cash flows provided from operating activities were $103,694 which consisted of a net loss of $85,282 offset by an increase in deposits and prepayments of $70,976 and accounts payable and accrued liabilities of $118,000.
Cash Flows from Investing Activities
There were no cash flows from investing activities during the three months ended October 31, 2022. This compares to net cash flows used in investing activities of $400,000 for the continued development of software during the three months ended October 31, 2021.
Cash Flows from Financing Activities
We have financed our operations primarily from either the issuance of our shares of common stock or from loans. Net cash flows generated from financing activities were $44,000 in the three-month period ended October 31, 2022 compared to $312,093 in the three-month period ended October 31, 2021.
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 October 31, 2022, 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 October 31, 2022. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of October 31, 2022, our internal control over financial reporting is not effective.
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 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, we commenced legal action against EMA Financial, LLC’s (“EMA”) in Nevada District Court for breach of contract claims relating to a share purchase agreement and corresponding convertible promissory note. In March 2021, we attempted to prepay EMA’s convertible promissory note for the premium stipulated in the note, but EMA, relying on a most favoured nation clause, took the position that the pay-out amount was significantly higher than the amount that we believed was due. Our legal counsel put EMA on notice that we disputed the prepayment amount due pursuant to the note.
On April 6, 2021, EMA provided us and our transfer agent with a notice of conversion whereby it instructed the transfer agent to convert the entire principal amount of the note, plus interest, for 1,281,682 of our shares. Because the note contains a clause that allows EMA to cancel the conversion if the shares are not issued within one business day of the conversion notice, EMA cancelled the conversion on April 8 following the decline in our stock price. The transfer agent advised us that it could not issue the converted shares by the one business day deadline because EMA did not provide it with the necessary 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 to have our claim dismissed. On December 9, 2022, the Court dismissed our causes of action relating to recission, unjust enrichment, breach of contract with respect to resale of the securities, and breach of implied covenant of good faith and fair dealing. However, the Court denied EMA’s motion to dismiss our claims relating to market manipulation and breach of contract concerning a “most favored nation” clause. An initial pretrial conference has be set for January 13, 2023.
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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 October 31, 2021 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.
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: December 14, 2022 | By: | /s/ Mohammed Irfan Rafimiya Kazi |
| Mohammed Irfan Rafimiya Kazi | ||
| President, Chief Executive Officer, Chief Financial Officer, and director |
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