LEEN 10-K
Leopard Energy, Inc. (LEEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Fiscal Years Ended
Or
For the transition period from to
Commission
file number
(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) |
(Issuer’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par value $0.00075 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒
Indicate
by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes ☒
Indicate
by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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 every Interactive Data File required to be submitted 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 such files) ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of voting and non-voting common equity held by non-affiliates as of was $
shares of common stock are issued and outstanding as of July 31, 2021
Table of Contents
i
PART I
NOTE REGARDING FORWARD LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, the following forward looking statements, among others, sometimes have affected, and in the future could affect, our actual results and could cause our actual results during 2021 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.
Item 1. Business.
Prior Operations
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 have not been successful in developing revenue from our operations.
SmartSaveNow Website
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 the Ukraine and India.
A price comparison website is a search engine, which consumers use to compare the prices of different products. These websites are also known as comparison shopping websites, price analysis tools, comparison shopping agents, and shopbots. Users can compare products using relevant criteria, including price, product ratings, brand names, features, and consumer quality ratings. Such websites allow consumers to review products and determine the retailer that sell desired items at the lowest price. Price comparison websites offer benefits to consumers, when they navigate potentially complex purchases, and they reduce the search time by comparing similar products in one place. There are also advantages for the product or service providers because they bring together shoppers and firms more easily and, in some cases, more inexpensively than other acquisition channels. This can reduce entry barriers that providers might otherwise face. As well, it can stimulate stronger competition and innovation between firms and encourage new entrants, resulting in further benefits for consumers. Most price comparison websites use a method called “scraping,” which basically scours vendor websites for content. Often these basic price comparison websites earn their revenue by a service called a “clickthrough” or “referral fee,” which means each time a consumer clicks on specific vendors, the price comparison site makes a small commission. In the past few years this service has been supplemented by other services and more advanced services that automatically checks companies’ websites for prices.
The price comparison website market is expected to increase at a significant growth rate during the upcoming years. The global price comparison website market is supported by various growth drivers, such as increased internet penetration and an increase in smartphone users. Price comparison websites have become increasingly popular around the world over the last ten years. In the United Kingdom and the United States, market research groups have estimated that annually $1.5 billion transactions pass through this well-established industry, according to Wize Commerce. Because of the ease of use and straight-forward manner of these numerous websites, western consumers use price comparison websites for different price-checking exercises, including shopping, vacations, and home utilities.
1
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. Given the relative low cost of using Indian software developers, we anticipate being able to expand the development of our website at a reasonable cost compared to competitors that employ software developers in developed countries while still maintaining Website quality. The recorded value of the Website and related technology on our balance sheet at July 31, 2021 consists of the fair value of the assets based on an independent business valuation at the time of acquisition, as well as additional capital that we have expended on the Website since the acquisition. We expect that the Website will be formally launched in 2022.
WarpSpeedTaxi App
We intend to complete the development of and operate a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. A ride-hailing service, also known as app-taxi, e-taxi, or a mobility service provider, is a service that, via websites and mobile apps, matches passengers with drivers of vehicles for hire that are not licensed taxi drivers. The computer application that we are developing is intended to provide travelers with convenient door-to-door transport that leverages smart mobility platforms to connect drivers with passengers and lets drivers use their personal vehicles. Ride-hailing, like a traditional taxi service, facilitates drivers providing rides to customers for a fee. However, ride-hailing offers additional capabilities, such as efficient pricing tools, matching platforms, rating systems, and food delivery. We acquired the WarpSpeedTaxi application in its current phase of development from a private Wyoming corporation for total consideration of $300,000 payable in stages. To date, we have paid the vendor $10,000. We owe the vendor an additional $40,000 upon its delivery of a working prototype of the application to us, which development we will fund. We anticipate that we will need to spend an additional $10,000 in order to complete the computer application. We have also issued the vendor a promissory note for the balance of the purchase price of $250,000, which is due upon demand provided that the vendor cannot demand payment of the note until after December 31, 2023. The note bears simple interest at a rate of 5% per year. There is no penalty if we decide to pay the note at any time prior to December 31, 2023.
We anticipate that our WarpSpeedTaxi application will allow customers to hire a standard and luxury motor vehicles via a smartphone or personal computer for both one-way and round-trips with the price based on the distance travelled and the current level of demand for vehicles. In addition to transporting passengers, the application may also be used for deliveries of goods from restaurants, grocery stores, and other businesses that typically utilize local vehicle courier services.
Customers will use the application to request a ride or the delivery of goods. Drivers that we recruit and approve, through confirmation of no criminal record, a clean driving history, and access to a suitable insured vehicle, will act as independent contractors and set their own work hours. They will connect with customers via our application, pick up customers or goods to be delivered in accordance with the customer’s request, and then drive the customers or goods to their destination. Customers will pay for the transportation through the application by way of credit card. Drivers will receive payments for each ride or delivery they complete via a weekly direct deposit to their bank accounts.
2
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.
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’s focus will strictly be delivery of goods and will be a compliment to the WarpSpeed Taxi app that will also focus on ride-hailing 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.
Financial Condition
Our financial statements for the period ended July 31, 2021 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. We have not generated any revenue as of July 31, 2021. Management recognizes that our 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 we continue to incur losses.
3
Since our incorporation, we have financed our operations almost exclusively through our sale of equity and through advances from our shareholders. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as we may not receive significant revenue from our and proposed business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.
Our ability to raise additional capital is affected by trends and uncertainties beyond its control. We do not currently have any arrangements for financing and we 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 us. These uncertainties raise substantial doubt about our ability to continue as a going concern.
Competition
SmartSaveNow Website
The global e-commerce market, including price comparison website marketing, is highly competitive because of the presence of many large established players. Some of the largest competitors are Google Shopping, NexTag, PriceGrabber, Shopping.com, Shopzilla, Become, Bing Shopping, and Pronto. As well, there are numerous small competitors that will compete with us.
Price comparison websites and mobile applications are segmented into different types from consumer products comparison sites to some specialist sites that focus on specific products.
WarpSpeed Taxi and Friendly and Fast Applications
There is also intense competition between traditional taxi and courier companies, and ride-hailing and delivery services. Companies providing ride-hailing services are transitioning from providing traditional taxi services to additional services, such as ride sharing and food and consumer goods delivery, in order to expand the overall market for transportation services.
The ride-hailing market is quite fragmented as there is high competition in the market among major players. Since this market is expanding, new entrants are emerging as well. We will compete with other ride-hailing companies, including Uber, Lyft, Door Dash, and Grubhub that are well-established in North America. In other markets where we may wish to expand, there are also well-established regional companies, such as DiDi (China), Ola (India), Grab (southeast Asia), Bolt (Europe, Africa, and the Middle East), and Cabify (South America). These companies generally have greater financial and technical resources, industry expertise, and managerial capabilities than we do. Most of our competitors benefit from established brand awareness with current and prospective customers.
We believe that industry competition for customers is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on these factors though we primarily hope to develop a niche market by providing lower commission charges to restaurants that agree to utilize our food delivery services and by developing underexplored markets, such as businesses that use local courier services for non-food deliveries and rely on traditional vehicle courier companies.
Privacy and Value Software
The software and computer application development business is also extremely fragmented and competitive. The sector includes large, established corporations that develop their products in-house and have the capability and financial resources necessary in order to launch and market their products, as well as large custom software development companies that design products according to client specifications, such as Praxent, Orases, 10Pearls, Fingent, Tack Mobile, and Mercury Development. Additionally, there are smaller niche market participants that focus on a single or small number of products that are well-tailored to specific commercial or consumer demands. Many of these competitors have international operations and are able to not only compete in terms of software quality, but also based on price given their access to software development talent in developing countries, such as India, where skilled labor is less expensive.
Patents and Trademarks
Due to the costs involved and the potential inability to qualify, we have not filed for patent protection of our products and our trademarks. We have not sought legal advice regarding whether or not patent protection of our technology is possible. Accordingly, our business is subject to the risk that competitors could either copy our technology or release competing products.
Subject to financing, we will seek legal advice regarding the potential to patent our website features and will consider filing for trademark protection of our SmartSaveNow and WarpSpeed Taxi trade names, logos, and related website content.
4
Government Regulation
We are subject to laws that require protection of user privacy and user data. In our processing of account registrations, we will receive and store a large volume of personally identifiable data. This data is increasingly subject to laws and regulations in numerous jurisdictions around the world, including the United States through its Privacy Act and the Commission of the European Union through its General Data Protection Regulation. Such government action is typically intended to protect the privacy of personal data that is collected, processed, and transmitted in or from the governing jurisdiction.
In addition, our long-term business strategy may include geographic expansion into additional jurisdictions, many of which regions and countries have different legislation, regulatory environments, and tax laws. Compliance with legal, regulatory, and tax requirements around the world places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory, or tax consequences, which may have an adverse effect on our business.
Research and Development
We have not incurred any expenditures on research and development activities.
Employees
As of the date of this report, we have no employees. We have retained independent consultants and contractors who are presently completing the necessary additional development of our products.
Subsidiaries
We have a wholly-owned subsidiary, RTsave Inc. that holds our interest in the SmartSaveNow website. We also own a majority interest in WarpSpeedTaxi Inc., which holds the WarpSpeedTaxi computer application.
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We do not own any interest in real property. Our mailing address is 9436 W. Lake Mead Blvd., Ste. 5-53, Las Vegas NV 89134, for which we pay $15.00 per month, on a month-to-month basis.
Item 3. Legal Proceedings.
None
Item 4. Mine Safety Disclosures.
None.
5
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our shares of common stock trade on the OTC Markets Pink Sheets under the symbol “CYAP”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The market for our common stock maybe illiquid and investors may not be able to sell their shares.
As of October 26, 2021, there were approximately 37 registered owners of record of our common stock. During our previous eight fiscal quarters, the high and low trading prices as reported by Yahoo Finance were as follows:
| Period | High | Low | ||||||
| August 1, 2019 to October 31, 2019 | $ | 0.1275 | $ | 0.0675 | ||||
| November 1, 2019 to January 31, 2020 | $ | 0.1375 | $ | 0.0725 | ||||
| February 1, 2020 to April 30, 2020 | $ | 0.22 | $ | 0.075 | ||||
| May 1, 2020 to July 31, 2020 | $ | 0.024 | $ | 0.151 | ||||
| August 1, 2020 to October 31, 2020 | $ | 1.00 | $ | 0.15 | ||||
| November 1, 2020 to Jan 31, 2021 | $ | 0.70 | $ | 0.14 | ||||
| February 1, 2021 to April 30, 2021 | $ | 0.374 | $ | 0.017 | ||||
| May 1, 2021 to July 31, 2021 | $ | 0.103 | $ | 0.006 | ||||
The above trading prices have not been adjusted for our forward split, effective February 10, 2020, whereby each pre-split share of common stock was exchanged for four post-split shares.
Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. We have not paid any dividends and we do not have any current plans to pay any dividends.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.
Introduction
We were incorporated on July 15, 2002 under the laws of the State of Nevada.
Results of Operations in Fiscal 2021
We have not earned any revenue from our operations in fiscal 2021. During the fiscal year ended July 31, 2021, we incurred net losses of $541,775 consisting entirely of general and administrative fees. The increase in general and administrative fees in fiscal 2021 is a result of increased business activity relating to the development of our SmartSaveNow website, the WarpSpeedTaxi computer application, and the Privacy and Value software.
We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
6
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2021, our current assets consisted of $112,834 in cash and deposits and our total liabilities were $694,368, which consisted of convertible notes payable of $392,500, loans payable of $78,079, and accounts payable and accrued expenses of $223,789.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended July 31, 2021, net cash flows used in operating activities were$269,347 consisting of our net loss for the period, adjusted for accounts payable of $97,315, notes payable of $202,200 and deposits of ($18,668).
Cash Flows from Financing Activities
We have financed our operations primarily from either third-party or the issuance of equity and debt instruments. For the fiscal year ended July 31, 2021, net cash from financing activities was $670,801, which consisted of proceeds from issuance of additional shares of our common stock, offset by loans payable of$71,705, which were converted into our shares pursuant to the terms of convertible promissory notes.
Cash Flows from Investment Activities
For the fiscal year ended July 31, 2021, we spent $331,387 of our cash for software development and investment in the WarpSpeed Taxi computer application.
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern
Since our incorporation, we have financed our operations through advances from our shareholders, and by payments made by a third party. We expect to finance operations through the sale of equity or other investments for the foreseeable future, as we do not receive significant revenue from our business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.
Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements for financing and we 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 us.
Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.
Critical Accounting Policies
Our discussion and analysis of its financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
Off-Balance Sheet Arrangements
As of the date of this annual 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.
7
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. We base its estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of our financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.
Property and Equipment
Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:
Evaluation of Long-Lived Assets
We review property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value.
Net Loss Per Common Share
| Classification | Estimated Useful Lives | |
| Furniture and Fixtures | 10 years | |
| Software | 3-5 years | |
| Computers | 5 years |
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, warrants or other convertible instruments that could affect the calculated number of shares.
Income Taxes
Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
8
Item 8. Financial Statements and Supplementary Data.
CYBER APPS WORLD INC.
FINANCIAL STATEMENTS
July 31, 2021
Index to Financial Statements
F-1
JACK SHAMA, CPA, MA
1498 East 32nd Street
Brooklyn, NY 11234
631-318-0351
To the shareholders and the board of directors of Cyber Apps World Inc.
Report of Independent Registered Public Accounting Firm.
Opinion on the financial statements.
I have audited the accompanying balance sheet of Cyber Apps World Inc. and the related statements of income, stockholders equity, and cash flow for the years ending July 31, 2021 and July 31, 2020. In my opinion based on my audit the financial statements present fairly in all material respects the financial position of the company as of July 31, 2021 and July 31, 2020 and the results of its operations and its cash flows for the years then ended in conformity with principles generally accepted in the United States of America.
These financial statements are the responsibility of the company’s management. My responsibility is to express an opinion on the financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe my audit provides a reasonable basis for my opinion.
/s/ Jack Shama
Jack Shama, CPA
October 27, 2021
I have served as the company’s auditor since March 2019.
F-2
CYBER APPS WORLD INC.
CONSOLIDATED BALANCE SHEET (AUDITED)
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| Total Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Preferred stock: $ par value, authorized, issued and outstanding. | ||||||||
| Common stock: $ par value, authorized, issued and outstanding as of July 31, 2021 and issue and outstanding as of July 31, 2020 | ||||||||
| issued and outstanding for business combination as of July 31, 2021 | - | |||||||
| Shares to be issued. | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||
| Minority interest | ( | ) | - | |||||
| Total stockholder’s equity | ||||||||
| Total liabilities and stockholder’s equity | ||||||||
(The accompanying notes are an integral part of these audited financial statements)
F-3
CYBER APPS WORLD INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (AUDITED)
| For The Year Ended July 31, | ||||||||
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Net Sales | - | - | ||||||
| Cost of Goods Sold | ||||||||
| - | - | |||||||
| Gross Income | - | - | ||||||
| Expenses | ||||||||
| General and administrative | ||||||||
| Consolidated loss before interest & taxes | ( | ) | ( | ) | ||||
| Income tax | - | - | ||||||
| Consolidated net loss | ( | ) | ( | ) | ||||
| Net loss to minority interest | ( | ) | - | |||||
| Net loss attributable to Cyber Apps World Inc. | ( | ) | ( | ) | ||||
| Net income per share – basic and diluted | ( | ) | ( | ) | ||||
| Weighted average shares outstanding – basic and diluted | ||||||||
(The accompanying notes are an integral part of these audited financial statements)
F-4
CYBER APPS WORLD INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (AUDITED)
For The Year Ended July 31, 2020 And 2021
| Additional | ||||||||||||||||||||||||
| Common Stock | Paid in | Accumulated | Minority | |||||||||||||||||||||
| Number | Par Value | Capital | Deficit | Interest | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Opening Balance as of August 01, 2019 | ( | ) | - | ( | ) | |||||||||||||||||||
| Common stock issued for cash during the year | - | - | ||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Closing Balance as of July 31, 2020 | ( | ) | - | |||||||||||||||||||||
| Opening Balance as of August 01, 2020 | ( | ) | - | |||||||||||||||||||||
| Common stock issued for cash during the year | - | - | ||||||||||||||||||||||
| Shares to be issued | - | - | - | - | ||||||||||||||||||||
| Share capital for business combination | ||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Closing Balance as of July 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-5
CYBER APPS WORLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (AUDITED)
| For The Year Ended July 31, | ||||||||
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net income for the period | ( | ) | ( | ) | ||||
| Change in operating assets and liabilities | ||||||||
| Deposits & Prepayments | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Notes Payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Investment | ( | ) | - | |||||
| Fixed Assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Loan Payable | ( | ) | ||||||
| Shares to be issued | ||||||||
| Proceeds from issuance of additional paid in capital | - | |||||||
| Proceeds from issuance of common shares for business combination | ||||||||
| Proceeds from issuance of common shares | - | |||||||
| 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 audited financial statements)
F-6
CYBER APPS WORLD INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2021
Note 1. Financial Statement Presentation
Cyber Apps World Inc. (the “Company”) following the merger with the Company’s wholly-owned subsidiary on December 24, 2012 (formed for the sole purpose of merging with its parent), continued working on the further development of the lithium batteries technology licensed from Terra Inventions Corp. (formerly Li-ion Motors Corp.) (“Terra”), the Company’s former parent. Consultants for the Company were also working on the solar concentrating electric power generating system working independently.
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representations of management. These accounting policies conform to accounting policies generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
SavingsUltra Website
The
Company completed the acquisition of a website located at www.savinstultra.com with Real-Time Save Online Inc, a company incorporated
in Wyoming, including without limitation all right, title and interest in and to the domain, content, data and all incorporated data
on April 8, 2019. The Company acquired
The Website consists of a search engine that users may 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.
Under a new domain SmartSaveNow.com (previously RtSave.com), 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 users will not be charged 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.
The Company owns the Website through its wholly-owned subsidiary, RTsave Inc., a Wyoming corporation.
WarpSpeed Taxi Application
The
Company acquired a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. The Company
acquired the WarpSpeedTaxi application in its current phase of development from a private Wyoming corporation for total consideration
of $
Privacy and Value Computer Software
On March 15, 2021, the Company 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.
In consideration of the vendor selling the Privacy and Value software to the Company, it agreed to:
(a)
pay $
(b)
pay an additional $
F-7
Basis of Presentation
Going Concern
The Company’s financial statements for the years ended July 31, 2021, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue as of July 31, 2021. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.
Since its incorporation, the Company financed its operations almost exclusively through advances from its controlling shareholders. 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 new 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.
Note 2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.
Property and Equipment
Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:
| Classification | Estimated Useful Lives | |
| Furniture and Fixtures | ||
| Software | ||
| Computers |
Evaluation of Long-Lived Assets
The Company reviews property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. The Company is looking for space to work and store equipment for both battery development and solar dish.
The Company is currently working on SmartSaveNow.com website and anticipates a launch date in 2022.
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, warrants or other convertible instruments that could affect the calculated number of shares.
Income Taxes
Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.
F-8
Effects of Recent Accounting Pronouncements
The Company has elected early adoption of Accounting Standard Update (ASU) 2014-10, Topic 915, Development Stage Entities, Elimination of Certain Financial Reporting Requirements. ASU 2014-10 removes all incremental financial reporting requirements for development stage entities, including, but not limited to, inception-to-date financial information included on the statements of operations, statements of stockholders’ equity (deficit) and statements of cash flows. As a result of the Company’s early adoption, all references to the Company as a development stage entity have been removed. The adoption of this pronouncement has no impact on the Company’s financial position, results of operations or liquidity.
Note 3 . Convertible Notes Payable and Notes Payable
As
of July 31, 2021 , the Company has a balance of convertible notes is $
Note 4. Common 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
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
Subsequent to July 31, 2021, the Company increased its authorized capital to shares of common stock with par value $.
Note 5. Income Taxes
At
July 31, 2021, the Company has deferred tax assets as a result of the net operating losses incurred from inception. The resulting deferred
tax assets are reduced by a valuation allowance as discussed in Note 1, equal to the deferred tax asset as it is unlikely, based on current
circumstances, that the Company will ever realize a tax benefit. Deferred tax assets and the corresponding valuation allowances amounted
to approximately $1.9 million at July 31, 2021 and July 31, 2020 respectively. The statutory tax rate is
Under
current tax laws, the cumulative operating losses incurred amounting to approximately $8.8 million and $8.6 million at July 31, 2021
and July 31, 2020 respectively, will begin to expire in
Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on loss carry-forwards to offset taxable income when an ownership change occurs. The Company meets the definition of an ownership change and some of the net operating loss carryforwards will be limited.
F-9
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. 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 has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2016, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of July 31, 2021. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated Framework.
B. Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of July 31, 2021 and were subject to material weaknesses.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting using the criteria established in the COSO:
| 1. | Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and |
| 2. | Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of July 31, 2021, 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 15d15(f) under the Exchange Act) during the fourth quarter of our 2021 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
9
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Our executive officers and directors and their respective ages are as follows:
| Name |
Position | Age |
Term of Office | |||
| Mohammed Irfan Rafimiya Kazi | President, CEO, CFO, and Director | 43 | March 10, 2020 to present | |||
| Kateryna Malenko | Secretary and Director | 30 | November 2, 2018 to present |
The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:
Mohammed Irfan Rafimiya Kazi has acted as our President, CEO, CFO, and as a director since March 10, 2020. From January 2012 to February 2020, Mr. Kazi acted as a website developer and technical manager for various companies, including Nuclear Power Corporation of India, E-Digix Technologies Pvt. Ltd., and Virtual Height IT Services Pvt. Ltd., all of which are based in India. He earned a Bachelor of Computer Application degree from Farah Institute of Computer Science in Hyderabad in 2003.
Kateryna Malenko has acted as our secretary and as a director since November 2, 2018. She has been self-employed as an independent sales and business development consultant since 2011. In June 2011, Ms. Malenko graduated from Kharkiv Business Academy with a Bachelor’s Degree in Business Administration. After graduation, she took an additional course in programming and website development at Kiev State Polytechnical University in 2015 and 2016. In 2011, Ms. Malenko was working as a junior business consultant at MMS Group LTD, Kiev, Ukraine and then a project manager for the same company. She has also acted a President, CEO, treasurer, and a director of Quantum Business Strategies, Inc., a reporting, non-trading company, since December 2016.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than five percent (5%) of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, we believe that during the fiscal year ended July 31, 2021, all such filing requirements applicable to its officers and directors were complied with, as required.
Code of Ethics
We have not adopted a Code of Ethics that governs the conduct of our officer.
Audit Committee
We do not have a formal audit committee or an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.
Item 11. Executive Compensation.
The following table sets forth the compensation paid by us for the last three completed fiscal years ending for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
10
EXECUTIVE OFFICER COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in pension value and nonqualified deferred compensation earnings ($) |
All Other Compensation ($) |
Total ($) |
Mohammed Ifran Rafimiya Kazi President and CEO |
2021 2020 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
Liudmilla Voinarovska Former President and CEO |
2020 2019
|
0 0
|
0 0
|
0 0
|
0 0
|
0 0
|
0 0
|
0 0
|
0 0
|
Kateryna Malenko Secretary |
2021 2020 2019 |
0 0 0 |
0 0 0 |
0 0 0 |
0 0 0 |
0 0 0 |
0 0 0 |
0 0 0 |
0 0 0 |
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Compensation of Directors
Our directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director service contracts.
Change of Control
We do not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as October 26, 2021, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||
| Mohammed Ifran Rafimiya Kazi | 0 shares of common stock | 0% | ||
| 9436 W. Lake Mead Blvd., Ste. 5-53 | ||||
| Las Vegas, NV 89134 | ||||
| Kateryna Malenko, Secretary and Director | 82,240,000 shares of common stock | 28.90% | ||
| 18124 Wedge Pkwy Suite 1050 | ||||
| Reno, NV 89511 | ||||
| Mehboob Charania | 46,000,000 shares of common stock | 16.17% | ||
| 30 North Gould Street, Suite R | ||||
| Sheridan, WY, 82801 | ||||
| All directors and officers as a group that consists of two persons | 82,240,000 shares of common stock | 28.90% |
The shares that Kateryna Malenko beneficially owns are held in Kat Consulting Corp., a private company that she controls.
11
The shares that Mehboob Charania beneficially owns are held in Real-Time Save Online Inc., a private company that he controls.
The percent of common stock that each shareholder owns is based on 284,551,302 shares of common stock issued and outstanding as of the date of this annual report.
None of the above shareholders have any right to acquire additional shares of our common stock. There are no arrangements that may result in our change in control of the Company.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the Company’s most two most recently completed fiscal years ended July 31, 2021 and 2020, and the period since our more recently completed fiscal year, we have not entered into any transactions with directors, executive officers, nominees for election as a director, any 10% shareholders of our common stock, or any immediate family members of the such persons in which they had a direct or indirect material interest in the transaction.
Director Independence
We currently have two directors: Mohammed Irfan Rafimiya Kazi and Kateryna Malenko. Our common stock is quoted on the OTC Markets Pink Sheets, which does not impose any director independence requirements. Under NASDAQ rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation or was, at any time during the past three years, employed by the corporation. Using this definition of independent director, we do not have any independent directors.
Item 14. Principal Accountant Fees and Services.
Audit Fees.
The aggregate fees billed by for professional services rendered for the accounting and audit of our financial statement for the fiscal year ended July 31, 2021 was $2,000 ($2,000 in fiscal 2020).
Audit-Related Fees.
There have been no audit-related fees billed by our accountants in the last fiscal year of our Company.
Tax Fees.
There have been no tax fees billed by our accountants in the last fiscal year of our Company.
All Other Fees.
Our independent accountant has billed $4,500 for other fees in each of fiscal 2021 and 2020.
It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.
Item 15. Exhibits and Financial Statement Schedules.
Exhibit
12
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.
13
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CYBER APPS WORLD, INC.
| By: | /s/ Mohammed Irfan Rafimiya Kazi | |
| Chief Executive Officer and Principal Financial Officer | ||
| Date: October 27, 2021 |
In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Mohammed Irfan Rafimiya Kazi | |
Mohammed Irfan Rafimiya Kazi (President, Chief Executive Officer and Director)
Date: October 27, 2021 |
14