Annual Report (10-k)

Date : 12/14/2018 @ 5:02PM
Source : Edgar (US Regulatory)
Stock : Cyber Apps World Inc. (CYAP)
Quote : 0.29  0.0 (0.00%) @ 12:00AM

Annual Report (10-k)

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)
☒   A NNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Years Ended July 31, 2017 and 2018

 

Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                      

Commission file number 000-50693

 

Cyber Apps World Inc.  

(Name of Registrant as Specified in Its Charter)

 

Nevada  

(State or Other Jurisdiction 

of Incorporation or Organization)

 

90-0314205  

(I.R.S. Employer 

Identification No.) 

     

  420 N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada  

(Address of Principal Executive Offices) 

 

89110

(Zip Code)

 

  (702) 425-4289

(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 $0.001per share

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒  No

  

Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d) Of the Act. ☐ Yes ☒  No

  

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. ☐ Yes ☒] No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

  

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

  

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ 

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No

  

The aggregate market value of voting and non-voting common equity held by non-affiliates as of October 31, 2018, was $607,998 based on the average bid and asked prices on the OTC Bulletin Board on that date.

  

On October 31, 2018, there were 24,319,935 shares of common stock outstanding.

 

 

 

 

Table of Contents

 

  Page
Item 1. Business 3
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Mine Safety Disclosures 6
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure  12
Item 9A (T). Controls and Procedures  12
Item 9B. Other Information  12
Item 10. Directors, Executive Officers and Corporate Governance  12
Item 11. Executive Compensation  13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  14
Item 13. Certain Relationships and Related Transactions, and Director Independence  15
Item 14. Principal Accountant Fees and Services  15
Item 15. Exhibits and Financial Statement Schedules  16

 

2  

 

 

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 2018 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.

  

Item 1. Business.

  

Background

 

We were incorporated on July 15, 2002 under the laws of the State of Nevada. On April 5, 2011, we merged with our wholly owned subsidiary, Sky Power Solutions Corp., and in the merger the name of the Company was changed to Sky Power Solutions Corp. December 24, 2012 Sky Power Solutions merged with our wholly owned subsidiary, Clean Enviro Tech Corp., and in the merger changed the name of the Company to Clean Enviro Tech Corp. On April 9, 2015 the Company merged with our wholly owned subsidiary Cyber Apps World Inc. and in the merger changed the name of the Company to Cyber Apps World Inc. (CYAP)

 

On August 17, 2007, our Board of Directors approved the change in our fiscal year from the calendar year to a fiscal year ending on July 31.

 

On July 27, 2012, Mehboob Charania resigned as President and as a member of the board of directors; and Liudmila Voinarovska was appointed as President and became the CEO and sole director.

 

On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. and the 1:50 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.

 

On May 30, 2014 Gordon F. Lee was appointed as CEO. The Company had a letter of intent with Red Apple Pharm and was conducting due diligence. Red Apple Pharm never provide their financials. Then on June 20, 2014 Mr. Lee resigned. The letter of intent had a $20,000 monthly salary for Mr. Lee. After his resignation Mr. Lee sent an invoice for salary and expenses totaling over $60,000. The company disputes this amount and Mr. Lee only received the initial $2,500 payment, no other payment has been made to date of this filing. Mr. Lee had been notified at the time of his appointment that no expenses or commitments could be made on behalf of the corporation without the consent of the board of directors.

 

On April 9, 2016, our Board of Directors authorized the merger with our wholly owned subsidiary Cyber Apps World. In the merger the name of the Company was changed to Cyber Apps World Inc.

 

Cyber Apps World redirected the Company focus and intended to develop and acquire a worldwide e-commerce internet platform in which revenues would be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7).

 

3  

 

 

Cyber Apps World anticipated making available to subscribers, a growing list of applications and programs, the first App planned for release is “INSTANT COUPONS APP”.

 

INSTANT COUPONS APP would have been a subscriber-based application allowing users world-wide to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones. No coupon printing would have been required from mobile devices.

 

Cyber Apps would have generated revenues using technology to process and complete transactions around the world with reduced overhead and a minimal cost for handling. Products would be shipped directly from the Merchant Partner to the customer further reducing the transaction cost for Cyber Apps World.

 

The mailing address for our executive office is 420 North Nellis Blvd., Suite A3-146 Las Vegas, Nevada 89110. The telephone number of our principal executive office is (702) 425-4289.

 

Liquidity and Capital Resources

 

As of July 31, 2017 and 2018, we had cash on hand of $0 and $0 respectively. During the year ended July 31, 2017 and 2018, we incurred a net loss of $6,869 and $2,034 respectively. On July 31, 2017 and 2018, we had a working capital deficiency of $125,423 and $101,067 respectively and a stockholders’ deficit of $206,393 and $208,427 respectively.

  

We had 24,319,935 shares of common stock issued and outstanding as of October 31, 2018. Our common stock is quoted on the OTCQB of the OTC Markets Group.

 

General

 

The Company had been focused on and trying to develop a worldwide e-commerce internet platform in which revenues would be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7).

 

Cyber Apps World had entered (May 28, 2015) into a Worldwide Marketing License Agreement to market products and services using the INSTANT COUPONS APP platform. The Company was unable to make a payment for the License Agreement and it has been terminated.

 

Competition

 

Many companies offer apps with savings.

 

Ibotta offers rebates on popular items. Using the app you submit a claim with a photo of your receipt, they verify the purchase and credits are posted to your Ibotta account, when you accumulate $10 a deposit can be made to you by PayPal.

 

Checkout 51 has offers listed on their app, you select the offer, make a purchase at any store, upload a photo of the receipt through the mobile app or website. When your account has $20 they will send you a check

 

Groupon has the app Snap that offers specific weekly cash back deals, purchase the item and send a photo of the receipt. The app will confirm your purchase and credit your Snap account. When you have a balance of $20 you can request a check be mailed to you.

 

4  

 

 

Government Regulation

 

The Cellular Telephone and Internet Association , a carrier lobbying group, believes that carriers and handset manufacturers should set and enforce app standards. This would put a small set of carriers and handset makers in the role of regulator for the app industry. These companies have helped created an ecosystem where apps can flourish.

 

Many regulations are under proposal for medical and health apps nationally, some states are looking into regulations that will govern apps within their state.

 

Employees

 

As of the date of this report, the Company has no employees and paid consultants had been completing all work.

 

Research and Development Expenditures

 

We incurred research and development expenditures of $0 during the year ended July 31, 2017, and of $0 in the year ended July 31, 2018.

 

Item 1A. Risk Factors.

 

You should be particularly aware of the inherent risks associated with our business plan. These risks include but are not limited to:

 

General

 

The current worldwide economic situation could have a material adverse impact and proposed government regulations may effect the use of apps.

 

We do not have sufficient revenues to sustain our operations.

 

We have no revenues from operations. All funding is from a third party. As of July 31, 2017 and 2018 respectively, we had cash on hand of $0 and $0. For our fiscal year ended July 31, 2017 and 2018 respectively, we have reported a net loss of $6,869 and $2,034; a working capital deficiency of $8,578,255 and $8,580,288; and a stockholders’ deficit of $206,393 and $208,427 respectively.

 

We expect that we will continue to incur operating losses until our apps have proven themselves in the marketplace. If the apps are not successful, and if sales are not actualized in the near future it will adversely affect the company. Failure to achieve or maintain profitability may materially and adversely affect the future value of our common stock.

 

If we do not obtain additional financing, our business will fail.

 

The Company currently has no operating funds, all funding is from a third party. If funding from shareholders, third parties or financing is not obtained we will not be able to launch the apps, and nor will we be able to complete our business plan. We do not currently have any arrangements for financing and we may not be able to find such financing if required. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

Our management has limited experience in development and negotiating commercial arrangements.

 

Our Board has limited experience in the development of apps, commercialization and negotiating licenses or arrangements. As a result of this inexperience, there is a risk we may be unable to complete our business plan and successfully commercialize our apps.

 

5  

 

 

We have been the subject of a going concern opinion from our independent auditors, which means that we may not be able to continue operations unless we obtain additional funding.

 

Our independent auditors have added an explanatory paragraph to their audit opinions, issued in connection with our financial statements, which states that our ability to continue as a going concern is uncertain.

 

Because our stock is deemed a penny stock , you may have difficulty selling shares of our common stock.

 

Our common stock is a “penny stock” and is therefore subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934, as amended. Under this rule, broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the Securities and Exchange Commission (“SEC”). The penny stock rules severely limit the liquidity of securities in the secondary market, and many brokers choose not to participate in penny stock transactions. As a result, there is generally less trading in penny stocks and you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate. Under applicable regulations, our common stock will generally remain a penny stock until and for such time as its per-share price is $5.00 or more (as determined in accordance with SEC regulations), or until we meet certain net asset or revenue thresholds. These thresholds include the possession of net tangible assets (that is, total assets less intangible assets and liabilities) in excess of $2,000,000, and the recognition of average revenues equal to at least $6,000,000 for each of the last three years. We do not anticipate meeting any of the thresholds in the foreseeable future.

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

Our mailing address is 420 North Nellis Blvd., Suite A3-146, Las Vegas, Nevada 89110, for which we pay $11.00 per month, on a month to month basis.

 

Item 3. Legal Proceedings.

 

None

 

Item 4. Mine Safety Disclosures.

 

None.

 

6  

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

As of October 31, 2018, there were approximately 30 owners of record of the Company’s Common Stock. The Company’s Common Stock is quoted on the OTC Markets Group OTCQB market.

 

Period       High*       Low*  
May 1, 2013 to July 31, 2013     $ 1.54     $ 0.16  
August 1, 2013 to October 31, 2013     $ 0.09     $ 0.02  
November 1, 2013 to January 31, 2014     $ 0.4     $ 0.11  
February 1, 2014 to April 30, 2014     $ 0.17     $ 0.06  
May 1, 2014 to July 31, 2014     $ 0.22     $ 0.06  
August 1, 2014 to October 31, 2014     $ 0.09     $ 0.02  
November 1, 2014 to January 31, 2015     $ 0.09     $ 0.01  
February 1, 2015 to April 30, 2015     $ 0.04     $ 0.02  
May 1, 2015 to July 31, 2015     $ 0.55     $ .03  
August 1, 2015 to October 31, 2015     $ 0.21     $ 0.06  
November 1, 2015 to January 31, 2016     $ 0.27     $ 0.04  
February 1, 2016 to April 30, 2016     $ 0.41     $ 0.02  
May 1, 2016 to July 31, 2016     $ 0.21     $ 0.02  
August 1, 2016 to October 31, 2016     $ 0.275     $ 0.15  
November 1, 2016 to January 31, 2017     $ 0.15     $ 0.055  
February 1, 2017 to April 30, 2017     $ 0.055     $ 0.035  
May 1, 2017 to July 31, 2017     $ 0.041     $ 0.024  
August 1, 2017 to October 31, 2017     $ 0.035     $ 0.015  
November 1, 2017 to January 31, 2018     $ 0.024     $ 0.012  
February 1, 2018 to April 30, 2018     $ 0.02     $ 0.015  
May 1, 2018 to July 31, 2018     $ 0.02     $ 0.002  
August 1, 2018 to October 31, 2018     $ 0.035     $ 0.005  

 

* Prices have been adjusted to reflect the 3-for-1 forward split effective October 19, 2009, the 1-for-300 reverse split effective April 26, 2011, the 1-for-50 reverse split effective January 19, 2013 and the 1:4 split effective April 30, 2015.

 

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 the Company’s assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. The Company has not paid any dividends and the Company does 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.

 

7  

 

 

Item 7. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.

 

Forward Looking Statements

 

This annual 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.

 

Introduction

 

We were incorporated on July 15, 2002, under the laws of the State of Nevada. We changed our business in 2008, entering into a license agreement with Li-ion Motors on April 15, 2008, for the license of the development of their lithium battery technology. We sold our Zingo Telecom, Inc. and M/S Zingo BPO Services Pvt. Ltd. subsidiaries that offered telecommunications services to business and residential customers utilizing VoIP technology on May 15, 2008. To reflect our new business, we changed our name from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008 and on April 2, 2011, we merged with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of the Company was changed to Sky Power Solutions Corp.

 

A three-for-one forward split in our common stock was effective October 19, 2009. The Certificate of Change filed with the Nevada Secretary of State on September 18, 2009, for the forward split changed the number of shares of our outstanding common stock from 115,000,000 to 345,000,000, and the number of shares of our authorized common stock in the same ratio, from 250,000,000 to 750,000,000. On April 2, 2011, the Board approved the filing with the Secretary of State of Nevada a Certificate of Change that affected a 1:300 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:300 ratio, from 750,000,000 shares to 2,500,000 shares. This was effective April 26, 2011.

 

On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. and the 1:50 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.

 

In May 2014, the Company entered into a letter of intent with Red Apple Pharm. They had sixty days to provide their financial records and completion of due diligence. Gordon F. Lee was appointed as CEO on May 30, 2014. The Company didn’t receive financials. On June 20, 2014 Mr. Lee resigned.

 

Results of Operations for the Years Ended July 31, 2017 and 2018

 

We incurred a net loss of $6,869 and $2,034 during the year ended July 31, 2017 and 2018 respectively, which included: general and administrative (G&A) costs of $6,869 and $2,034; research and development (R&D) expenses of $0 and $0; and loss on settlement of debt of $0 and $0 and loss on disposal of assets of $0 and $0 respectively.

 

2017 Compared to 2018

 

For the year ended July 31, 2018, our net loss decreased to $2,034 from $6,869 for the same period ending July 31, 2017. Losses decreased mainly due to less expenses.

 

8  

 

 

Plan of Operations

 

Commercial Initiatives

 

With the termination of the License Agreement the Company has stopped working on the eCommerce app.

  

After termination of the license agreement with eCommerce Technologies Inc. in July of 2016 management is still seeking a new direction.

 

Liquidity and Capital Resources

 

As of July 31, 2017 and 2018, we had cash on hand of $0 and $0 respectively and liabilities of $206,393 and $208,896 respectively; and our property plant and equipment remained at $0 at July 31, 2017 and 2018. Accounts payable and accrued expenses decreased at July 31, 2017 and 2018 respectively to $125,423 and $101,536. Company expenses are currently paid for by a third party as the company has no bank account.

 

At July 31, 2018 and 2017 respectively we had a working capital deficiency of $ 101,067 and $ 125,423, stockholders’ deficit of $208,427 and $206,393

 

We used net cash in operating activities of $26,564 in the year ended July 31, 2017 and $26,390 in year ending July 2018, and cash flows used in investing activities was $0 in 2017 and $0 in 2018.

 

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.

 

For the years ended July 31, 2017 and 2018, expenses paid others on our behalf amounted to $0 and $0, respectively.

 

Non-cash investing activities consisted of deposits acquired through issuance of notes payable in the amounts of $51,203 and $77,593 for the years ended July 31, 2017 and 2018, respectively.

 

Non-cash financing activities consisted of common shares issued in conversion of debt in the amounts of $0 and $0 for the years ended July 31, 2017 and 2018, respectively.

 

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

 

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

9  

 

 

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:

 

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.

 

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

 

10  

 

  

Item 8. Financial Statements and Supplementary Data.

 

CYBER APPS WORLD INC.  

 

FINANCIAL STATEMENTS 

 

July 31, 2017 and 2018

 

Index to Financial Statements

  

Reports of Independent Registered Accounting Firms  F-1
   
Balance Sheets as of July 31, 2017 and 2018  F-2
   
Statements of Operations for Years Ended July 31, 2017 and July 31, 2018  F-3
   
Statement of Stockholders’ (Deficiency) for the Year Ended July 31, 2017 and July 31, 2018  F-4
   
Statements of Cash Flows for the Years Ended July 31, 2017 and July 31, 2018  F-5
   
Notes to Financial Statements for the Years Ended July 31, 2017 and 2018  F-6

 

11  

 

 

REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Board of Directors and
Stockholders of Cyber Apps World Inc. 

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Cyber Apps World Inc. (the Company) as of 7/31, 2018 and 2017, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended 7/31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 7/31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended 7/31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Matter of Emphasis

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Thayer O’Neal Company, LLC
   
We have served as the Company’s auditor since 2016.
   
Houston, Texas
   
December 14, 2018  

 

F- 1

 

 

Cyber Apps World, Inc.

Balance Sheets

 

    July 31,     July 31,  
    2018     2017  
Assets            
             
Current assets:                
Deposits   $ 469     $ 0  
                 
Total current assets     469       0  
                 
Property and equipment, net            
                 
Total assets   $ 469     $ 0  
                 
Liabilities and Stockholders’ Deficiency                
                 
Current liabilities:                
                 
Accounts payable and accrued expenses   $ 101,536     $ 125,423  
Convertible notes payable     29,767       29,767  
Notes payable     77,593       51,203  
Due to related parties            
                 
Total current liabilities     208,896       206,393  
                 
Commitments and contingencies                
                 
Stockholders’ deficiency:                
                 
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding            
Common stock, $.001 par value, 50,000,000 shares authorized as of July 31, 2018; 24,319,935 and 19,519,949 issued and outstanding at July 31, 2018 and 2017, respectively.     24,320       24,320  
                 
Additional paid-in capital     8,347,541       8,347,542  
Accumulated deficit     (8,580,288 )     (8,578,255 )
                 
Stockholders’ deficiency     (208,427 )     (206,393 )
                 
Total liabilities and stockholders’ deficiency   $ 469     $ 0  

 

See accompanying notes to audited financial statements

 

F- 2

 

 

Cyber Apps World, Inc.

Statements of Operations

 

    For the Years Ended  
    July 31,  
    2018     2017  
Net sales   $     $  
                 
Operating expenses:                
General and administrative     2,034       6,869  
                 
Loss from operations     (2,034 )     (6,869 )
                 
                 
Net loss before provision for (benefit from) income taxes     (2,034 )     (6,869 )
                 
Provision for (benefit from) income taxes            
                 
Net loss   $ (2,034 )   $ (6,869 )
                 
Net loss per common share - basic and diluted   $ (0.00 )   $ (0.00 )
                 
Weighted average number of common shares outstanding – basic and diluted     20,896,984       20,896,984  

 

See accompanying notes to audited financial statements

 

F- 3

 

 

Cyber Apps World, Inc.

Statement of Changes in Stockholders’ Deficiency

For the Years Ended July 31, 2018 and 2017

 

    Number of
Common  
Shares
    Common  
Shares  
$0.001 Par Value
    Additional  
Paid  
in  
Capital
    Accumulated
(Deficit)
    Total  
Stockholders’  
(Deficit)
 
                               
Opening Balance as of August 2016     24,319,949       24,320       8,347,542       (8,571,386 )     (199,524 )
Net Loss                           (6,868.96 )     (6,868.96 )
Closing Balance as of 31st July 2017     24,319,949       24,320       8,347,542       (8,578,255 )     (206,393 )
                                         
Opening Balance as if 1st August 2017     24,319,949       24,320       8,347,542       (8,578,255 )     (206,393 )
Net Loss                         (2,034.46 )     (2,034 )
Clsoign Balance as if 31st July 2018     24,319,949       24,320       8,347,542       (8,580,289 )     (208,427 )

 

See accompanying notes to audited financial statements

 

F- 4

 

 

Cyber Apps World, Inc.

Statements of Cash Flows

(audited)

 

    For the Years Ended  
    July 31,  
    2018     2017  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (2,034 )   $ (6,869 )
Adjustments to reconcile net loss to net cash utilized by operating activities                
Depreciation            
Loss on disposal of property and equipment            
Loss on settlement of debt            
Amortization of beneficial conversion feature            
Expenses paid on the company’s behalf by a third party            
Increase (decrease) in cash flows from changes in operating assets and liabilities                
Prepaid expenses and other current assets     (469 )      
Accounts payable and accrued expenses     (23,887 )     (19,695 )
Net cash used in operating activities     (26,390 )     (26,564 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Web development costs            
Net cash used in investing activities            
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Convertible debt – frontline     26,390       26,564  
Net cash provided by financing activities     26,390       26,564  
                 
CHANGE IN CASH AND CASH EQUIVALENTS                
Net decrease in cash and cash equivalents            
Cash and cash equivalents at beginning of year            
                 
Cash and cash equivalents at end of year   $       $    
                 
SUPPLEMENTAL CASH FLOW DISCLOSURES                
Cash paid during the year for:                
Interest   $     $  
Income taxes   $     $  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES                
Deposit acquired through issuance of note payable   $     $  
Convertible notes issued for debt and liabilities   $     $  
Common shares issued for convertible debt   $     $    

 

See accompanying notes to audited financial statements

 

F- 5

 

 

CYBER APPS WORLD INC. 

 

NOTES TO FINANCIAL STATEMENTS

July 31, 2018 and 2017

 

Note 1. Financial Statement Presentation

 

Cyber Apps World Inc. (the “Company” or “CYAP”) 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.

 

History and Nature of Business

 

On April 2, 2011, the Company’s Board of Directors (the “Board”) authorized the merger with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of our Company was changed to Sky Power Solutions Corp.

 

On April 15, 2008, Terra sold its controlling interest of the Company’s outstanding common stock to Blue Diamond Investments, Inc. (“Blue Diamond”) With the sale of our VoIP telecommunications business, named Zingo Telecom, Inc., on May 15, 2008, the Company intends to concentrate efforts on further development of the lithium batteries technology licensed from Terra, the Company’s former parent.

 

Effective April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with Terra Inventions providing for Terra’s license to the Company of Terra’s patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications (“Licensed Products”).

 

Under the License Agreement, Terra had the right to purchase its requirements of lithium ion batteries from the Company, and its requirements of lithium ion batteries would have been supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers. Terra’s cost for lithium ion batteries purchased from the Company would be the actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place.

 

On May 25, 2010, the agreement was amended to grant the Company the exclusive license rights for the United States and Terra may grant other companies rights elsewhere around the world.

 

Under the terms of the License Agreement, the Company agreed to invest a minimum of $1,500,000 in each of the first two years under the License Agreement in development of the technology for the Licensed Products. To date, we have not met the minimum requirements in the development of the technology, and therefore, are not compliant with our obligations under this covenant of the License Agreement. Terra advised the Company that it will not give notice of default against the Company for its failure to comply with this covenant over the term of the License Agreement.

 

Effective April 16, 2008, the Company agreed to lease approximately 5,000 square feet of space in Terra’s’ North Carolina facility. The leased space was suitable, and utilized by the Company, for developmental and manufacturing operations for licensed products pursuant to the license agreement. The lease was terminated May 2012. Also, effective April 16, 2008, the Company purchased certain equipment and supplies related to the license agreement from Terra for the purchase price of $29,005.

 

 F- 6

 

 

Basis of Presentation

 

Going Concern

 

The Company’s financial statements for the years ended July 31, 2017 and 2018, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in and as of July 31, 2018. 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     10 years  
Software     3-5 years  
Computers     5 years  
         

 

 F- 7

 

 

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.

 

Net Loss Per Common Share

 

Basic loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings (loss) by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options, 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.

 

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.

 

 F- 8

 

 

Note 3. Property and Equipment

 

Property and equipment at consists of:

 

    July 31,  
    2018     2017  
             
Equipment   $ 131,455     $ 131,455  
                 
Less: Accumulated depreciation     (131,455 )     (131,455 )
                 
Property and equipment, net   $ 0     $ 0  

 

Depreciation expense for the years ended July 31, 2017 and 2018, was $0 and $0, respectively.

 

Note 4. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at July 31, 2017 and 2018 consisted of:

 

    July 31,  
    2018     2017  
             
Accounts payable   $ 50,237     $ 76,176  
Wages, paid leave and payroll related taxes     51,299       49,247  
                 
Total   $ 101,536     $ 125,423  

 

Note 5. Convertible Notes Payable and Notes Payable

 

As of July 31, 2018 and 2017, the Company has a balance of convertible notes is $77,593 which is convertible into common stock at approx. $0.02 per share. If all of the debt is converted it would result in the issuance of 3,879,650 common shares. The debt is due upon demand and bears 0% interest.

 

As of July 31, 2018 and 2017, the Company has several notes payable totaling $77,593 and $51,203, respectively, which are due upon demand and bear 0% interest.

 

Note 6. 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 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.

 

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

 

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

 

 F- 9

 

 

Note 7. Net Loss Per Common Share

 

Loss per share is computed based on the weighted average number of shares outstanding during the year. Diluted loss per common share is computed by dividing net 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.

 

The following table sets forth the reconciliation of the basic and diluted net loss per common share computations for the years ended July 31, 2017 and 2018.

 

    Year Ended     Year Ended  
    July 31, 2018     July 31, 2017  
    Income     Shares     Per-Share     Income     Shares     Per-Share  
    (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
                                     
Net Income (Loss)   $ (2,034 )                   $ (6,869 )                
                                                 
Basic EPS     (2,034 )     20,896,984       (0.00 )     (6,869 )     20,869,984       (0.00 )
                                                 
Effect of dilutive securities                                            
                                                 
Diluted EPS   $ (2,034 )     20,896,984       (0.00 )   $ (6,869 )     20,869,984       (0.00 )

 

Note 8. Income Taxes

 

At July 31, 2018, 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 $3.0 million at July 31 , 2018, July 31, 2017 and July 31, 2016 respectively. The statutory tax rate is 35% and the effective tax rate is zero.

 

Under current tax laws, the cumulative operating losses incurred amounting to approximately $8.6 million and $8.5 million at July 31, 2018 and July 31, 2017 respectively, will begin to expire in 2024.

 

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 carry-forwards will be limited.

 

Note 9. Commitments and Contingencies

 

 F- 10

 

 

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 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, 2015. 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 July 31, 2018, 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 fourth quarter of our 2015 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None

 

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

Our executive officers and directors and their respective ages as of October 31, 2018 are as follows:

 

Name   Age   Office
             
Liudmilla Voinarovska     37     President, Chief Executive Officer, Treasurer, Secretary, and Director

 

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

 

Liudmilla Voinarovska was appointed on July 27, 2012 as President, having been added to the Board June 15, 2012. Ms. Voinarovska is well educated and brings considerable experience to the Company.  Early in her career she taught English at the Gymnasium in the Ukraine, comparable to a U.S. High School, moving later to training teachers at the college level and at the International Academy of Personnel Management. She is currently pursuing a PhD in Linguistics. Moving into the business world she was the project coordinator of a call center for VoIP telecommunications, where she was highly effective resolving issues quickly and efficiently. More recently Ms. Voinarovsha has become a freelance consultant finding needed information and services, working with businessmen and firms who desire to establish businesses in the Ukraine, including setting up meetings with potential business partners.

 

  12

 

 

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 the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended July 31, 2015, all such filing requirements applicable to its officers and directors were complied with, except that Liudmilla Voinarovska was required to file a Form 3 within 10 days of her election on June 15, 2012 as a director of the Company, which Form has not yet been filed.

 

Item 11. Executive Compensation.

 

The following table sets forth information for the periods indicated concerning the aggregate compensation paid by the Company and its subsidiaries to certain of the Company’s executive officers (the “Named Executives”).

 

Name and Principal Position (a)   Year (b)     Salary $ (c)     Bonus $ (d)     Stock
Awards $ (e)
    Option 
Awards $ (f)
    Non-Equity
Incentive
Plan
Compensation $ (g)
    Change in Pension Value and Nonqualified Deferred Compensation Earnings $ (h)     All Other Compensation (i)     Total  
                                                       
Liudmilla Voinarovska, President and Chief Executive Officer     2017     $     $     $     $     $     $     $       -0-  
      2018                                                 -0-  

 

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

 

  13

 

 

Director Compensation

 

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay our directors any fees or other compensation in the years ended July 31, 2017 and 2018.

 

We have no formal plan for compensating our directors for their service in their capacity as directors. We may grant to our directors in the future options to purchase shares of common stock as determined by our board of directors or a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Other than indicated in this report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth, as November 2, 2018, 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  
           
Frontline Asset Management    2,400,000 Common Shares     9.8 %
4933 W Craig Rd #126            
Las Vegas, NV 89110            
             
Platinum Capital Holdings Corp.    2,146,000 Common Shares     8.82 %
2602 South Grand Canyon Dr.            
Las Vegas, NV 89117            
             
Transglobal   1,950,000 Common Shares     8.02 %
2602 South Grand Canyon Dr.            
Las Vegas, NV 89117            
             
Datenet Holdings Inc.   1,950,000 Common Shares     8.02 %
66 Ngara Flats            
Nairobi, Kenya            
             
Topline Holdings Inc.   2,150,000 Common Shares     8.84 %
220 Uccello Dr.            
Las Vegas, NV 89138            
             
0975456 BC Ltd.   1,950,000 Common Shares     8.02 %
252-2416 Main Street            
Vancouver, BC V5T7H5            
             
Stockbridge Inc.   1,950,000 Common Shares     8.02 %
76 Marlyn Court NE            
Calgary, AB T2A7H5            
             
Artic Orchards Inc.   1,950,000 Common Shares     8.02 %
5905 SW 117 St            
Coral Gables, FL 33156            
             
Rye Holdings Corp.   1,950,000 Common Shares     8.02 %
2120 Cedar Ave.            
Las Vegas, NV 89101            

 

(1) Based on 24,319,935 shares of common stock issued and outstanding as of October 31, 2018.

 

  14

 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

On October 2, 2012, Frontline obtained the receivable from Terra in the amount of $708,602. On November 1, 2012, $493,920 was converted into Common Shares, leaving a balance due to Frontline of $214,682. At July 31, 2015 and July 31, 2014, the Company owed Frontline $87,909 and $326,852, respectively.

 

As were the terms with Terra, the assigned debt to Frontline continues to be, as does any subsequent debt we incur, interest free. No term has been set for repayment and no payment is expected until the Company has begun to become a profitable venture. During the year ended July 31, 2015, the Company had convertible debt of $29,767 and notes payable totaling $58,112 with Frontline.

  

Item 14. Principal Accountant Fees and Services.

 

(1) Audit Fees.

 

The aggregate fees billed by Thayer O’Neal Company, LLC for professional services rendered for the audit of our financial statement filed as part of our 2018 Form 10-K filing and for review of our interim financial statements filed as part of our quarterly Form 10-Q filings for the fiscal years ended July 31, 2017 and 2018, were $8,000 and $8,000, respectively.

 

(2) Audit-Related Fees .

 

There have been no audit-related fees billed by our accountants in each of the last two fiscal years of our Company.

 

(3) Tax Fees.

 

There have been no tax fees billed by our accountants in each of the last two fiscal years of our Company.

 

(4) All Other Fees.

 

There have been no other fees billed by our accountants in each of the last two fiscal years of our Company.

 

  15

 

 

(5)  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.

 

(6)  Not applicable.

 

Subsequent Events

 

On August 27, 2018 the company signed a Promissory Note for 100,000 with simple interest of 10% per annum accrued in arrears quarterly.

 

On November 6, 2018 Kateryna Malenko was appointed as Secretary and a member of the board of Directors. Twenty-five million two hundred thousand shares of common stock were issued to Kat Consulting Corp. according to a private placement subscription agreement.

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.   Description
     
3.1   Articles of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed with the Commission on May 7, 2003.)
     
3.1a   Articles of Merger, effective May 12, 2008, providing for the merger of Superlattice Power, Inc., a wholly-owned subsidiary of the Company into the Company. (Incorporated herein by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K, filed October 29, 2008.)
     
3.1b   Certificate of Change, effective October 19, 2009, providing for a 3-for-1 stock split and increase in authorized common stock.  (Incorporated herein by reference to Exhibit 3.1b to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009) .
     
3.1c   Articles of Merger, filed April 7, 2011, between Sky Power Solutions Corp. and Superlattice Power, Inc. (Incorporated by reference to Exhibit 3.1c to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
     
3.1d   Certificate of Change, effective April 26, 2011, providing for a 300-for-1 reverse stock split and decrease in authorized common stock.  (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
     
3.1e   Certificate of Amendment to Articles of Incorporation, filed June 6, 2011. (Incorporated by reference to Exhibit 3.1e to the Company’s Current Report on Form 8-K, filed with the Commission on June 8, 2011.)
     
3.1f   Certificate of Amendment to Articles of Incorporation, filed September 12, 2012. (Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on September 17, 2012.)
     
3.lg   Certificate of Change, filed December 24, 2012. Filed herewith.
     
3.1h   Certificate of Merger with subsidiary, filed December 24, 2012, amending Articles of Incorporation of Company to change the name of the Company to Clean Enviro Tech Corp.  Filed herewith.
     
3.2   By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 filed with the Commission on May 7, 2003.)

 

  16

 

 

10.4   Agreement and Plan of Reorganization, dated as of August 18, 2005, among the Company, Whistlertel, Inc. and Hybrid Technologies, Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on August 24, 2005.)
     
10.5   License Agreement, dated April 14, 2008, between the Company and Hybrid Technologies, Inc. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
     
10.6   Stock Purchase Agreement, dated May 15, 2008, between the Company and Heritage Asset Management Inc.(Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on May 21, 2008.)
     
10.7   EV Innovations, Inc. letter to the Company, dated October 1, 2009, waiving default under April 14, 2008 License Agreement. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009.)
     
10.8   Amendment, dated May 25, 2010, to License Agreement, dated April 14, 2008, between the Company and Li-ion Motors Corp. (formerly Hybrid Technologies, Inc.). (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 15, 2011.)
     
31   Certification  of  Chief Executive Officer and Principal  Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, filed herewith.
     
32   Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

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.

 

  17

 

 

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.

 

    CLEAN ENVIRO TECH CORP.  
       
By:   /s/ Liudmilla Voinarovska  
    Chief Executive Officer and Principal Financial Officer  
       
    Date: December 14, 2018  

 

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/ Liudmilla Voinarovska  
    Liudmilla Voinarovska  
    (President, Chief Executive Officer and Director)  
       
    Date: December 14, 2018  
       

  18

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