I have reviewed the accompanying balance sheet of
Cyber Apps World Inc. and the related statements of income, stockholders equity and cash flow for the three month period ending
October 31, 2019. Based on my review I am not aware of any material modifications that should be made to the accompanying interim
financial information for it to conform with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the company’s
management. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independentwith 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 review in accordance with the standards
of the PCAOB. A review of interim financial Information consists principally of applying analytical procedures and making inquires
of persons responsible for financial and accounting matters. A review of interim financial information is substantially less in
scope then an audit conducted in accordance with the standards of the PCAOB, the objective of which is an expression of an opinion
regarding the financial statements taken as a whole, and accordingly, no such opinion is expressed.
Cyber
Apps World, Inc.
Balance Sheets
(unaudited)
|
|
|
October 31,
2019
|
|
|
July 31,
2019
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Deposits
|
|
|
529
|
|
|
|
6,931
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
529
|
|
|
|
6,931
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
1,363,702
|
|
|
|
1,360,375
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,364,231
|
|
|
|
1,367,306
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
114,940
|
|
|
|
100,090
|
|
|
Convertible notes payable Notes Payable
|
|
|
-
|
|
|
|
-
|
|
|
Loan Payable
|
|
|
100,000
|
|
|
|
100,000
|
|
|
Due to related parties
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
214,940
|
|
|
|
200,090
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2019; 24,319,935 and 19,519,949 issued and outstanding at July 31, 2019 and 2018, respectively.
|
|
|
24,320
|
|
|
|
24,320
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
9,772,742
|
|
|
|
9,772,742
|
|
|
Accumulated deficit
|
|
|
(8,647,771
|
)
|
|
|
(8,629,846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficiency
|
|
|
1,149,291
|
|
|
|
1,167,216
|
|
|
Total liabilities and stockholders’ deficiency
|
|
|
1,364,231
|
|
|
|
1,367,306
|
|
See
accompanying notes to audited financial statements
Cyber
Apps World, Inc.
Statements of Operations
(unaudited)
|
|
|
For the Three Months Ended
October 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
Net sales
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
17,924
|
|
|
|
16,636
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(17,924
|
)
|
|
|
(16,636
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before provision for (benefit from) income taxes
|
|
|
(17,924
|
)
|
|
|
(16,636
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(17,924
|
)
|
|
|
(16,636
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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
Cyber
Apps World, Inc.
Statements
of Cash Flows
(unaudited)
|
|
|
For the Three Months Ended
October 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(17,924
|
)
|
|
|
(16,636
|
)
|
|
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
|
|
|
6,372
|
|
|
|
-
|
|
|
Accounts payable and accrued expenses
|
|
|
14,849
|
|
|
|
(7,219
|
)
|
|
Net cash used in operating activities
|
|
|
3,297
|
|
|
|
(23,855
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Development costs
|
|
|
(3,327
|
)
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
|
(3,327
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Loan Payable
|
|
|
-
|
|
|
|
100,000
|
|
|
Note Payable
|
|
|
-
|
|
|
|
(76,145
|
)
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
|
23,855
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
(30
|
)
|
|
|
—
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
|
60
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
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
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
As
of and for the Three Ended October 31, 2019
(unaudited)
Note
1. Summary of Significant Accounting Policies
Condensed
Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts
of Cyber Apps World Inc. (the “Company”). These financial statements are condensed and, therefore, do not include
all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these
statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World for the year ended
July 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the
Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In
the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed
financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying
condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July
31, 2020.
Going
Concern
The
Company’s financial statements for the period ended October 31, 2019, 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 October 31, 2019. 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 business operations. There is no guarantee that the Company will
be successful in arranging financing on acceptable terms.
The
Company's ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not
currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional
financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms
or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the
Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
The
Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for
the year ended July 31, 2019. There were no significant changes to these accounting policies during the three months ended October
31, 2019 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact
on its financial statements
Note
2. Net Loss Per Common Share
Basic
loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings
per common share is computed by dividing net earnings (loss) by the weighted average number of common shares and potential common
shares during the specified periods. The Company has no outstanding options or warrants that could affect the calculated number
of shares. Common stock equivalents related to convertible debt are detailed in Note 3.
Note
3. Convertible Notes Payable and Notes Payable
As
of July 31, 2019 and 2018, the Company has a balance of convertible notes is $0 and $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, 2019, the Company has a note payable totaling $100,000, which is due upon demand and bear 10% interest.
On
August 27, 2018 the company signed a Promissory Note for 100,000 with simple interest of 10% per annum accrued in arrears quarterly.
Note 4. Subsequent Events
On December 3, 2019, the
Company entered into a securities purchase agreement (“SPA”) with Crown Bridge Partners, LLC ("Crown Bridge")
whereby the Company issued a convertible promissory note in the principal amount of up to $60,000 (the “Note”) to
Crown Bridge. The Company has received proceeds of $20,000 in cash from Crown Bridge. Interest accrues on the outstanding principal
amount of the Note at the rate of 10% per year. The Note is due and payable on 3, 2020. The Note is convertible into common
stock at any time after the issue date at the lower of (i) 55% multiplied by the lowest trading price during the previous
twenty-five trading day prior to the date of the Note, and (ii) 55% multiplied by the lowest trading price during the
twenty-five trading day prior to the conversion date. Crown Bridge does not have the right to convert the Note to the extent that
it would beneficially own in excess of 4.99% of our outstanding common stock. The Company shall have the right, exercisable
on not less than three trading days’ prior written notice to Crown Bridge, to prepay the outstanding balance on this Note
for (i) 135% of all unpaid principal and interest if paid within 90 days of the issue date and (ii) 150% of all unpaid
principal and interest starting on the 91st day following the issue date. In connection with the Note, the Company provided
Crown Bridge with an original issuance discount of $2,000 for its expenses and legal fees, as well as a fee of $1,500 to cover
Crown Bridge’s legal expenses in connection with the SPA and Note.
ITEM
2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
Forward
Looking Statements
This
quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such
as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.
You should not place too much reliance on these forward-looking statements. Our actual results are likely
to differ materially from those anticipated in these forward-looking statements for many reasons, including
the risks faced by us described in this section.
Background
We
were incorporated on July 15, 2002 under the laws of the State of Nevada under the name Titan Web Solutions, Inc. with a view
to offering a full range of business consulting services in the retail specialty coffee industry in China.
On
April 9, 2015 we merged with our wholly-owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps
World Inc. Our business focused on the development of mobile applications focusing on allowing users around the world to save
money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or
mobile devices, including smartphones.
We
completed the acquisition of a website originally located at www.savinstultra.com and now located at www.rtsave.com(the “Website”),
including, without limitation, the website domain, content, data, and all incorporated technology on April 19, 2019. We acquired
a 100% undivided interest in and to the Website in consideration of us issuing 11,500,000 shares of our common stock to the vendor
at closing.
The
Website consists of a search engine that users access in order to compare the prices of different consumer products, which is
known as a price comparison website. The initial version of the website is published and is undergoing further development. It
currently features consumer items in various product categories, such as electronics, computers, cellular phones, office equipment,
clothing, books, toys, and jewelry. As well, the Website includes a search function that allows users to input key words and receive
a list of available consumer items that include those words. The Website was developed in Ukraine and India.
We
intend to further develop the Website to specifically market to American consumers by providing real-time pricing for items that
major U.S. retailers, including Wal-Mart, Best Buy, EBay, and Target, publish on their company websites. The Website will show
products available at the lowest price among all sellers and incorporate this automatically into its digital marketing advertising.
In order to access the content of the Website, consumers must register and establish an account with us and provide us with contact
information, including a name, email address, and telephone number. Account holders who consent to the receipt of electronic correspondence
from us will receive periodic emails from us that highlight sales items for specific consumer products that reflect their Website
search interests.
During
initial development, the vendor of the Website is able to offer products from 86 existing sellers and has agreements with an additional
420 sellers. As with other price comparison websites, we will not charge users anything to use the Website. We intend to generate
revenue by securing commission payments from retailers and other sellers. These payments will vary from seller to seller, but
will either consist of a fee for each time one of our users accesses a retail website through our website, a fee for each time
one of our users buys an item from a retailer or register with their website, or a flat fee for inclusion on our website. Each
fee arrangement with a retailer will be negotiated separately.
Since
our acquisition of the Website and related technology, we have retained software developers in India that have continued development
of the Website for commercial deployment. 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 your
balance sheet at October 31, 2019 is $1,363,702, consisting 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.
Results
of Operations for the Three months Ended October 31, 2019 and 2018
Our
net loss for the three-month period ended October 31, 2019 was $17,924(2018: $16,636), which consisted entirely of general and
administrative fees. We did not generate any revenue during either three-month period in fiscal 2019 or 2018. The expenses in
the current fiscal year were comparable to those that we incurred in the same period in fiscal 2018.
LIQUIDITY
AND CAPITAL RESOURCES
As
at October 31, 2019, our current assets were $529 compared to $6,931 at July 31, 2019. As at October 31, 2019, our current liabilities
were $214,940 compared to $200,090 at July 31, 2019. Current liabilities at October 31, 2019 were comprised of $114,940 in accounts
payable and accrued expenses and a $100,000 loan payable.
Stockholders’
deficit increased from ($8,629,847) as of July 31, 2019 to ($8,647,771) as of October 31, 2019.
Cash
Flows from Operating Activities
We
have not generated positive cash flows from operating activities. For the three-month period ended October 31, 2019, net cash
flows used in operating activities were $3,297 consisting of a net loss of $17,924, which was offset by a $14,849 non-cash component
of accounts payable and accrued expenses, as well as by non-cash prepaid expenses and other current assets of $6,372. For the
three-month period ended October 31, 2018, net cash flows used in operating activities were ($23,855).
Cash
Flows from Financing Activities
We
have financed our operations primarily from either the issuance of our shares of common stock or from loans. We did not generate
any cash from financing activities in the three-month period ended October 31, 2019. In the comparative period ended October 31,
2019, we generated $100,000 from a loan, $76,145 of which we used to pay an outstanding note. Thus, net cash flows from financing
activities during the comparative period were $23,855.
OFF-BALANCE
SHEET ARRANGEMENTS
As
of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
GOING
CONCERN
The
independent auditors’ report accompanying our July 31, 2019 financial statements contained an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming
that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities
and commitments in the ordinary course of business.
Item
4. Controls and Procedures.
As
supervised by our board of directors and our principal executive and principal financial officer, management has established
a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and
its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our
principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in
Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of October 31, 2019, 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 October 31, 2019. We carried out this assessment
using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our registered public accounting
firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in
this annual report. Management concluded in this assessment that as of October 31, 2019, our internal control over financial
reporting is not effective.
There
have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the first quarter of our 2019 fiscal year that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.