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 June 7, 2022.
Table of Contents
| INDEX | ||
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (unaudited) | 2 |
| CONDENSED BALANCE SHEET as of April 30, 2022 and July 31, 2021 | 2 | |
| CONDENSED STATEMENT OF COMPREHENSIVE LOSS for the three months and nine months ended April 30, 2022 and 2021 | 3 | |
| CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY for the nine months ended April 30, 2022 and 2021 | 4 | |
|
||
CONDENSED STATEMENTS OF CASH FLOWS for the nine months ended April 30, 2022, and 2021 |
5 | |
| NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |
| Item 4. | Controls and Procedures | 11 |
| PART II | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities. | 13 |
| Item 4 | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 14 |
| SIGNATURES | 15 | |
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 10-K for the year ended July 31, 2021. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the nine months ended April 30, 2022 are not necessarily indicative of the results for the entire fiscal year or for any other period.
1
CYBER APPS WORLD INC.
CONDENSED BALANCE SHEET
As of April 30, 2022 and July 31, 2021
| April 30, | July 31, | |||||||
| 2022 | 2021 | |||||||
| $ | $ | |||||||
ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Deposits & prepayments | ||||||||
| Total current assets | ||||||||
| Fixed assets: | ||||||||
| Software development | - | |||||||
| Total fixed assets | - | |||||||
| Other assets: | ||||||||
| Goodwill | ||||||||
| Software Development - WIP | ||||||||
| Total other assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES & STOCKHOLDER’S EQUITY | ||||||||
| 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. | ||||||||
| Common stock: $ par value, authorized, issued and outstanding as of April 30, 2022 and issued and outstanding as of July 31, 2021, 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 condensed unaudited interim financial statements)
2
CYBER APPS WORLD INC.
CONDENSED STATEMENT OF COMPREHENSIVE LOSS
| For the Three Months Ended April | For the Nine Months Ended April | |||||||||||||||
| 2022 | 2021 | 2022 | 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 condensed unaudited interim financial statements)
3
CYBER APPS WORLD INC.
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY
For the nine months ended April 30, 2022 and 2021
| Common Stock | Additional Paid in | Shares | Accumulated | |||||||||||||||||||||
| Number | Par Value | Capital | to be issued | Deficit | Total | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| Opening Balance as of July 31, 2020 | ( | ) | ||||||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||
| Other | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Closing Balance as of April 30, 2021 | - | ( | ) | |||||||||||||||||||||
| Opening Balance as of July 31, 2021 | ( | ) | ||||||||||||||||||||||
| Cancellation of Shares as of January 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Common stock issued for cash, January 31, 2022 | ||||||||||||||||||||||||
| Shares to be issued | - | |||||||||||||||||||||||
| Other | - | |||||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Closing Balance as of April 30, 2022 | ( | ) | ||||||||||||||||||||||
(The accompanying notes are an integral part of these condensed unaudited interim financial statements)
4
CYBER APPS WORLD INC.
CONDENSED STATEMENT OF CASH FLOWS
For the nine months ended April 30, 2022
| For the Nine Months | ||||||||
| Ended April 30 | ||||||||
| 2022 | 2021 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ||||
| Change in operating assets and liabilities | ||||||||
| Deposits & prepayments | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Due to related party | ||||||||
| Net cash 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 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 condensed unaudited interim financial statements)
5
CYBER APPS WORLD, INC.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three and nine months ended April 30, 2022
(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, 2021 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2021.
Going Concern
The
Company’s financial statements for the period ended April 30, 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 had immaterial
revenue as of April 30, 2022. Additionally, for the three-month period ended April 30, 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, 2021. There were no significant changes to these accounting policies during the nine months ended April 30, 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.
6
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company maintains cash and cash equivalent balances at one financial institution that is insured by the FDIC. As of April 30, 2022, the
Company had $
Note 3. Convertible Notes Payable and Notes Payable
As
of April 30, 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 $.
During
the nine months ended April 30, 2022, the Company transferred shares of common stock in the capital of its subsidiary, WarpSpeed
Taxi Inc., with a par value of $
During the nine months ended April 30, 2022, the Company issued shares of common stock from conversion from some of the Company’s convertible notes.
Note 5. Related Party Transactions
None
Note 6. Subsequent Events
None.
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.
We completed the acquisition of a website originally located at www.savinstultra.com and now to be located at www.smartsavenow.com (the “Website”), including, without limitation, the website domain, content, data, and all incorporated technology on April 19, 2019. We acquired a 100% undivided interest in and to the Website in consideration of us issuing 11,500,000 shares of our common stock to the vendor at closing.
The Website consists of a search engine that users access in order to compare the prices of different consumer products, which is known as a price comparison website. The initial version of the website is published and is undergoing further development. It currently features consumer items in various product categories, such as electronics, computers, cellular phones, office equipment, clothing, books, toys, and jewelry. As well, the Website includes a search function that allows users to input key words and receive a list of available consumer items that include those words. The Website was developed in Ukraine and India.
We intend to further develop the Website to specifically market to American consumers by providing real-time pricing for items that major U.S. retailers, including Wal-Mart, Best Buy, EBay, and Target, publish on their company websites. The Website will show products available at the lowest price among all sellers and incorporate this automatically into its digital marketing advertising. In order to access the content of the Website, consumers must register and establish an account with us and provide us with contact information, including a name, email address, and telephone number. Account holders who consent to the receipt of electronic correspondence from us will receive periodic emails from us that highlight sales items for specific consumer products that reflect their Website search interests.
During initial development, the vendor of the Website is able to offer products from 86 existing sellers and has agreements with an additional 420 sellers. As with other price comparison websites, we will not charge users anything to use the Website. We intend to generate revenue by securing commission payments from retailers and other sellers. These payments will vary from seller to seller, but will either consist of a fee for each time one of our users accesses a retail website through our website, a fee for each time one of our users buys an item from a retailer or register with their website, or a flat fee for inclusion on our website. Each fee arrangement with a retailer will be negotiated separately. Since our acquisition of the Website and related technology, we have retained software developers in India that have continued development of the Website for commercial deployment.
Privacy and Value Software
On March 15, 2021, we entered into an agreement to acquire employee monitoring software known as “Privacy and Value”. The software product attempts to balance employer concerns regarding employee efficiency and productivity with employee privacy.
8
As companies are increasingly attempting to meet the demands of employees that want work environment flexibility and are forced to avoid employee congregation in response to the current 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 intend market and sell the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days. The features of the software are as follows:
● the software will monitor the employees’ computer desktops while they are actually working on the system. Surveillance will commence when an employee logs on to his or her computer through our software and will continue until the employee logs out of the system. After an employee signs out of the software, recording and monitoring will cease and the employee can access his or her computer contents and the Internet for personal purposes;
● when the employee is logged in, the software will allow management to maintain real-time access to employee activity and to view each employee’s desktop screen content and the keystrokes that the employee is typing. All of this information will also be recorded and stored for future management use with all information time stamped. The file name for each day’s recording will be the employee’s first name, last name, and the year, month, and day, which will allow a manager to identify the appropriate recording without difficulty; and
● based on employee actions, the software will calculate the amount of time that the employee was logged into the system based on a searchable time period (e.g., a shift, a week, or a month). It will also indicate the length of various time periods during which the employee did not make any keystrokes on his or her computer and allow the manager to quickly access the recording of employee’s desktop at the times when keystrokes commenced and stopped. The software will also provide details of the length of each break that the employee takes during the work period analyzed. It will also have tools that the manager can use, in tabular and graphic form, to compare the efficiency of employees in terms of keystrokes and time logged in to their computer.
In consideration of the vendor selling the Privacy and Value software to us, we agreed to:
(a) pay $10,000 to the vendor upon execution of the agreement; and
(b) pay, by June 15, 2021, 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.
We did not make the payment due on June 15, 2021 and are attempting to renegotiate the terms of the acquisition.
Friendly and Fast Delivery Service
We are currently developing a delivery computer application known as Friendly and Fast. The application is being designed to allow users to order food, groceries, and other courier services.
Friendly and Fast 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.
9
Results of Operations for the three and nine months Ended April 30, 2022
Our net loss for the three and nine-month periods ended April 30, 2022 were $58,805 and $174,688 respectively (April 30, 2021 - $87,449 and $249,747), which consisted entirely of general and administrative fees. We have not generated significant revenue during this period. The net loss in the current fiscal year is lower than our net loss in the comparative period in fiscal 2021 due to a decrease in software development costs.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2022, our current assets were $10,752 compared to $112,834 on July 31, 2021. The decrease in current assets is attributable to a decrease in cash from proceeds of share issuances during the period as compared to the prior fiscal year.
As of April 30, 2022, our liabilities were $371,003 compared to $748,618 on July 31, 2021. The decrease in liabilities is attributable to a reduction in our both our accounts payable and convertible note payables from conversions of debt into shares in the period.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine-month period ended April 30, 2022, net cash flows used in operating activities were $154,3455 consisting of a net loss of $174,677, which was offset by reduction in accounts payable and accrued liabilities of $14,668 and deposits and prepayments of $35,000.
Cash Flows from Investing Activities
For the nine-month period ended April 30, 2022, net cash flows used in investing activities were $70,866 consisting entirely of software development costs incurred in the period.
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 $158,130 in the nine-month period ended April 30, 2022, which consisted of $485,612 from our issuance of common stock and $32,000 relating to an obligation to issue stock, which were offset by a change in convertible notes payable of $316,000 and a change in loans payable of $43,482.
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, 2021 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.
10
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 April 30, 2022, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of April 30, 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 April 30, 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 third quarter of our 2022 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
East Capital Investment Corp.
In July 2021, we initiated legal action against East Capital Investment Corp. for its alleged conversion of a penalty amount into our common stock prior to the expiry of the statutory hold period. We obtained default judgment against East Capital when the defendant failed to respond to our complaint within the time permitted. On October 25, 2021, we provided evidence to Nevada’s Eighth Judicial District Court regarding the damages that we suffered as a result of East Capital Investment Corp.’s unjust enrichment and the decline in its market capitalization that its sale of our stock. As a result, the Court has issued a default judgment order that Cyber Apps be entitled to recover approximately $2.7 million in damages from East Capital Investment Corp.
Black Ice Advisors LLC
In July 2021, we commenced legal action against Black Ice Advisors LLC (“Black Ice”) in Nevada District Court for breach of contract claims relating to a share purchase agreement and corresponding convertible promissory note. Pursuant to the convertible promissory note, on May 3 2021, Black Ice converted $38,330 in debt into 3,833,000 shares of our common stock. On June 3, 2021, Black Ice provided our transfer agent with another notice of conversion whereby it converted another $56,310 into 5,631,000 of our shares, which Black Ice received and then immediately sold into the market. However, at the time of the second conversion, we only owed $22,045 to Black Ice. Accordingly, we allege that Black Ice received and sold 3,426,500 to which it was not entitled.
As a result of Black Ice’s excess conversion, we suffered damages due to the dilution to our share capital and Black Ice realized a monetary benefit from the receipt and sale of the shares to which it was not entitled. We are seeking damages that include the disgorgement of the profits that Black Ice wrongfully received, as well as compensation for the adverse impact on our market price and the loss of business that it suffered as a result of the inability to raise further financing.
EMA Financial, LLC.
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 favored nation clause, took the position that the payout amount was significantly higher than the amount that we believed was due. Our legal counsel put EMA on notice that we disputed the prepayment amount due pursuant to the note.
On April 6, 2021, EMA provided us and our transfer agent with a notice of conversion whereby it instructed the transfer agent to convert the entire principal amount of the note, plus interest, for 1,281,682 of our shares. Because the note contains a clause that allows EMA to cancel the conversion if the shares are not issued within one business day of the conversion notice, EMA canceled the conversion on April 8 following the decline in our stock price. The transfer agent advised us that it could not issue the converted shares by the one business day deadline because EMA did not provide it with the necessary documentation to affect the conversion and issue the shares.
12
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 affect 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. We have retained legal counsel in New York to pursue our legal claims against EMA.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We have disclosed all unregistered sales of equity securities during the quarter ended April 30, 2022 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.
13
PART II
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.
| Dated: June 8, 2022 | Cyber Apps World Inc. | |
| By: | /s/ Mohammed Irfan Rafimiya Kazi | |
| Mohammed Irfan Rafimiya Kazi | ||
| President, Chief Executive Officer, Chief Financial Officer, and director | ||
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