Certain information and footnote disclosures
required under accounting principles generally accepted in the United States of America have been condensed or omitted from the
following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested
that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included
in the Company’s Annual Report on Form 10K for the year ended July 31, 2019 In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
The results of operations for the nine
months ended April 30, 2020 and 2019 are not necessarily indicative of the results for the entire fiscal year or for any other
period.
Report of Independent Registered Public Accounting Firm.
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 April 30,
2020. 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.
Basis for review results.
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 independent with respect to the company in accordance with the US federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
I conducted my 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.
Jack Shama, CPA
May 8, 2020
I have served as the company’s auditor since March 2019.
Cyber Apps World, Inc.
Consolidated Balance Sheets
(unaudited)
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2020
|
|
|
2019
|
|
Assets
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash & Cash Equivalents
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
18,113
|
|
|
|
6,931
|
|
Total current assets
|
|
|
18,113
|
|
|
|
6,931
|
|
Property & Equipment, net
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
964,581
|
|
|
|
964,581
|
|
Software
|
|
|
407,979
|
|
|
|
395,794
|
|
Total assets
|
|
|
1,390,673
|
|
|
|
1,367,306
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
118,213
|
|
|
|
100,090
|
|
Convertible Note Payable
|
|
|
122,500
|
|
|
|
|
|
Loan Payable
|
|
|
100,000
|
|
|
|
100,000
|
|
Due to Related Parties
|
|
|
-
|
|
|
|
-
|
|
Total Current Liabilities
|
|
|
340,713
|
|
|
|
200,090
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
Stockholders’ deficiency:
|
|
|
|
|
|
|
|
|
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $.00075 par value, 250,000,000 shares authorized as of April 30, 2020;
170,912,128 issued and outstanding at April 30, 2020 and 24,319,935 at July 31st, 2019, respectively.
|
|
|
24,320
|
|
|
|
24,320
|
|
Additional paid-in capital
|
|
|
9,772,742
|
|
|
|
9,772,742
|
|
Accumulated deficit
|
|
|
(8,747,102
|
)
|
|
|
(8,629,846
|
)
|
Stockholders’ deficiency
|
|
|
1,049,959
|
|
|
|
1,167,216
|
|
Total liabilities and stockholders’ equity
|
|
|
1,390,673
|
|
|
|
1,367,306
|
|
The accompanying notes are an integral part of these condensed
financial statements
Cyber Apps World, Inc.
Consolidated Statements of Operations
(unaudited)
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended April 30,
|
|
|
Ended April 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Net Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
63,921
|
|
|
|
5,998
|
|
|
|
117,256
|
|
|
|
35,429
|
|
Research & Development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
63,921
|
|
|
|
5,998
|
|
|
|
117,256
|
|
|
|
35,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / (Loss) from operations
|
|
|
(63,921
|
)
|
|
|
(5,998
|
)
|
|
|
(117,256
|
)
|
|
|
(35,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expenses)/ income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) before provision for income
|
|
$
|
(63,921
|
)
|
|
$
|
(5,998
|
)
|
|
|
(117,256
|
)
|
|
|
(35,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net Income / (Loss)
|
|
$
|
(63,921
|
)
|
|
$
|
(5,998
|
)
|
|
|
(117,256
|
)
|
|
|
(35,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income per common share- basic and diluted
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Weighted average number of common shares outstanding- basic and diluted
|
|
|
26,819,935
|
|
|
|
26,819,935
|
|
|
|
26,819,935
|
|
|
|
26,819,935
|
|
The
accompanying notes are an integral part of these consolidated financial statements
Cyber Apps World, Inc.
Consolidated Statements of Cash Flows
(unaudited)
|
|
Nine Months Ended,
|
|
|
|
April, 2020
|
|
|
April, 2019
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net Income / (loss)
|
|
|
(117,256
|
)
|
|
|
(35,429
|
)
|
Adjustments to reconcile net loss to net cash utilized in operating activies
|
|
|
|
|
|
|
|
|
Change in Deposit
|
|
|
(11,182
|
)
|
|
|
(23,547
|
)
|
Change in accounts payable and accrued expenses
|
|
|
18,123
|
|
|
|
21,135
|
|
Change in other receivable
|
|
|
-
|
|
|
|
-
|
|
Net cash used in operating activities
|
|
|
(110,315
|
)
|
|
|
(37,840
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
-
|
|
|
|
(964,581.00
|
)
|
Software
|
|
|
(12,185
|
)
|
|
|
(385,419
|
)
|
Net cash used in investing activities
|
|
|
(12,185
|
)
|
|
|
(1,350,000
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Loan Payable
|
|
|
-
|
|
|
|
100,000
|
|
Note Payable
|
|
|
122,500
|
|
|
|
-
|
|
Due to Front line
|
|
|
-
|
|
|
|
(107,360.31
|
)
|
Additional Paid in Capital
|
|
|
-
|
|
|
|
1,395,200.00
|
|
Net cash provided by financing activities
|
|
|
122,500
|
|
|
|
1,387,840
|
|
|
|
|
|
|
|
|
|
|
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 Period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH SUPPLEMENTARY DISCLOSURES:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these condensed
financial statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
As of and for the Nine Months Ended April
30, 2020
(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 Inc 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 April 30, 2020, 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 April
30, 2020. 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 has
financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common
stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future,
as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be
successful in arranging financing on acceptable terms.
The Company’s ability to raise additional
capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing
and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors,
including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable
to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s significant accounting
policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2019. There were
no significant changes to these accounting policies during the nine months ended April 30, 2020 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.
On December 3, 2019, the company entered into a securities purchase
agreement (“SPA”) with Crown Bridge Partners, LLC (“Crown Bridge”) whereby it 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 December 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.
On December 13, 2019, the company completed
a securities purchase agreement (“SPA”) with Power Up Lending Group Ltd. (“Power Up”) whereby it issued
a convertible promissory note in the principal amount of up to $925,000 (the “Note”) to Power Up. The company has received
proceeds of $58,000 in cash from Power Up. Interest accrues on the outstanding principal amount of the Note at the rate of 12%
per year. The Note is due and payable on December 13, 2020 with respect to the $58,000 advanced. The Note is convertible into common
stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price during the twenty trading day prior
to the conversion date. Power Up 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 Power Up, to prepay the outstanding balance on this Note for (i) 120% of all unpaid principal and interest
if paid within 60 days of the issue date; (ii) 125% of all unpaid principal and interest if paid between 61 and 90 days of the
issue date; (iii) 130% of all unpaid principal and interest if paid between 91 and 120 days of the issue date; and (iv) 135% of
all unpaid principal and interest if paid between 121 and 150 days of the issue date; and (v) 139% of all unpaid principal and
interest if paid between 151 and 180 days of the issue date. During the fiscal period ended April 30, 2020, the Company opted to
prepay the Note and extinguish this convertible debt.
On April 15, 2020, the company entered
into a securities purchase agreement (“SPA”) with Fidelis Capital, LLC. (“Fidelis”) whereby it issued a convertible
promissory note in the principal amount of $45,000 (the “Note”) to Fidelis. The company has received proceeds of $45,000
in cash from East Coast. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year, which is
compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible into common stock at any time 180 days
after the issue date at 60% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion
date. Fidelis 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 Fidelis, to prepay the outstanding balance on this Note for 115% of all unpaid principal and interest if paid within
180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance discount of $5,000
for its expenses and legal fees.
On April 15, 2020, the company entered
into a securities purchase agreement (“SPA”) with East Capital Investment Corp. (“East Capital”) whereby
it issued a convertible promissory note in the principal amount of up to $57,500 (the “Note”) to East Capital. The
company has received proceeds of $57,500 in cash from East Capital. Interest accrues on the outstanding principal amount of the
Note at the rate of 12% per year, which is compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible
into common stock at any time 180 days after the issue date at 60% multiplied by the lowest trading price during the previous twenty
trading day prior to the conversion date. East Capital 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 East Capital, to prepay the outstanding balance on this Note for 110% of
all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided
East Capital with an original issuance discount of $7,500 for its expenses and legal fees.
Note 4. Subsequent Events
Subsequent to the fiscal period ended April
30, 2020, the company opted to prepay the Note that it issued to Crown Bridge and extinguish this convertible debt.
Subsequent to the fiscal period ended April
30, 2020, the company entered into a securities purchase agreement (“SPA”) with Geneva Roth Remark Holdings, Inc. (“Geneva
Roth”) whereby it issued a convertible promissory note in the principal amount of up to $68,000 (the “Note”) to
Geneva Roth. The company has received proceeds of $65,000 in cash from Geneva Roth. Interest accrues on the outstanding principal
amount of the Note at the rate of 10%. The Note is due and payable on May 1, 2021. The Note is convertible into common stock at
any time 180 days after the issue date at 61% multiplied by the lowest trading price during the previous twenty trading day prior
to the conversion date. Geneva Roth 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 Geneva Roth, to prepay the outstanding balance on this Note for 130% of all unpaid principal and interest
if paid within 180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance
discount of $3,000 for its expenses and legal fees.
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 April 30, 2020 is
$407,979, 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. We expect that the Website will be formally
launched during the spring of 2020.
Results of Operations for the Nine
months Ended April 30, 2020 and 2019
Our net loss for the nine-month period ended April 30, 2020
was $117,256 (2019: $35,429), which consisted entirely of general and administrative fees. We did not generate any revenue during
either nine-month period in fiscal 2020 or 2019. The expenses in the current fiscal year were higher compared to those in the comparable
period in fiscal 2019 due to increased expenses that we have incurred in connection with our development of the Website.
LIQUIDITY AND CAPITAL RESOURCES
As at April 30, 2020, our current assets were $18,113 compared
to $6,931 at July 31, 2019. The increase in current assets in the current fiscal year relates to convertible loans that we have
received from arm’s length third parties. As at April 30, 2020, our current liabilities were $340,713 compared to $200,090
at July 31, 2019. Current liabilities at April 30, 2020 were comprised of $118,213 in accounts payable and accrued expenses, a
$100,000 loan payable and notes payable of $122,500.
Stockholders’ deficit increased from ($8,629,846) as of
July 31, 2019 to ($8,747,102) as of April 30, 2020.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
For the nine-month period ended April 30, 2020, net cash flows used in operating activities were ($110,315) consisting of a net
loss of ($117,256), prepaid expenses and other current assets of ($11,182), and accounts payable and accrued liabilities $18,123.
For the nine-month period ended April 30, 2019, net cash flows used in operating activities were ($37,840).
Cash Flows from Investing Activities
We used ($12,185) net cash in investing activities during the
nine-month period ended April 30, 2020 in order to fund website development costs. We did have cash flows from investment activities
in the comparable period in fiscal 2019 of ($1,350,000).
Cash Flows from Financing Activities
We have financed our operations primarily from either the issuance
of our shares of common stock or from loans. During the nine-month period ended April 30, 2020, we received loans totaling $122,500.
In the comparative period ended April 30, 2019, we generated $100,000 from a loan and $1,395,200 from additional paid in capital.
Of these amounts, we used $107,360 to retire a note payable. Thus, net cash flows from financing activities during the comparative
period were $13,87,840.
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 April 30, 2020, were
not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’s Annual Report on Internal Control over Financial
Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over
financial reporting as of April 30, 2020. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject
to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit
us to provide only management’s report in this annual report. Management concluded in this assessment that as of April 30, 2020,
our internal control over financial reporting is not effective.
There have been no significant changes in our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of our 2020
fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.