UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Amendment No. 1 to Form 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended July 31, 2023

 

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)

 

Via Tomaso Rodari 6, Lugano, Switzerland 6900

(Address of Principal Executive Offices)

 

+41 791595013

(Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.001

(Title of class)

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant 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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒ 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” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐ 

Accelerated filer  

☐ 

Non-accelerated filer

☐ 

Smaller reporting company

 

 

 

Emerging growth company

 

 

If an emerging growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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 January 31, 2023 was $78,794 based on the closing price of the issuer's common stock on January 31, 2023, the last business day of the registrant's most recently completed second fiscal quarter.

 

1,272,917 shares of common stock are issued and outstanding as of the date of this report.

 

 

 

 

EXPLANATORY NOTE

 

Cyber Apps World, Inc. (the “Company”), recently learned that, despite representations and statements to the contrary, Ahmed & Associates, P.C. (“AAPC”), the accounting firm that the Company had retained as its independent registered accounting firm with respect to the audit of its financial statements for the year ended July 31, 2023 (the “2023 Financials”), was not registered with the Public Company Accounting Oversight Board (the “PCAOB”), as required by the rules and regulations adopted by the Securities and Exchange Commission.  Accordingly, the Company is amending Item 8 of this Annual Report on Form 10-K for the year ended July 31, 2023 (the “Form 10-K”) to delete the report of AAPC with respect to the 2023 Financials and indicate that the 2023 Financials are unaudited.  The Company has retained an independent public accounting firm registered with PCAOB and plans as soon as practicable to further amend the Form 10-K to provide for 2023 Financials audited by such firm.

 

 

i

 

 

Item 8. Financial Statements and Supplementary Data.

 

CYBER APPS WORLD INC. FINANCIAL STATEMENTS

July 31, 2023 (unaudited) and July 31, 2022

Index to Financial Statements

 

Report of Independent Registered Public Accounting Firm

 

F-2 

 

 

 

 

 

Consolidated Balance Sheets as of July 31, 2023 (unaudited), and 2022

 

F-3 

 

 

 

 

 

Consolidated Statements of Operations for Years Ended July 31, 2023 (unaudited), and 2022

 

F-4 

 

 

 

 

 

Consolidated Statement of Stockholders' Deficiency for the Years Ended July 31, 2023 (unaudited), and 2022

 

F-5 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Years Ended July 31, 2023 (unaudited), and 2022

 

F-6 

 

 

 

 

 

Notes to Consolidated Financial Statements for the Years Ended July 31, 2023 (unaudited), and 2022

 

F-7 

 

 

 
F-1

Table of Contents

 

JACK SHAMA, CPA, MA (PCAOB No. 6579)

1498 East 32nd Street

Brooklyn, NY 11234

631-318-0351

 

To the shareholders and the board of directors of Cyber Apps World Inc.

 

Report of Independent Registered Public Accounting Firm.

 

Opinion on the financial statements.

 

I have audited the accompanying balance sheet of Cyber Apps World Inc. and the related statements of income, stockholders equity, cash flows, including the related notes and any related schedules for the years ended July 31, 2022 and July 31, 2021. In my opinion the financial statements present fairly in all material respects the financial position of the company as of July 31, 2022 and July 31, 2021 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Going concern matters.

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2 to the financial statements, the company has incurred losses, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for opinion.

 

These financial statements are the responsibility of the company’s management. My responsibility is to express an opinion on the financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe my audit provides a reasonable basis for my opinion.

 

Critical audit matters.

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved my especially challenging, subjective, or complex judgments. I have determined that there are no critical audit matters to report.

 

The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. As part of my audit, I am required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion.

 

/s/ Jack Shama

Jack Shama, CPA

October 3, 2022

 I have served as the company’s auditor since March 2019.

 

 
F-2

Table of Contents

 

Cyber Apps World, Inc.

Consolidated Balance Sheets July 31,

 

 

 

2023

 

 

2022

 

ASSETS

 

(unaudited)

 

 

Current assets

 

 

 

 

 

 

Cash

 

$3

 

 

$320

 

Prepaid expenses

 

 

-

 

 

 

7,652

 

Total current assets

 

 

3

 

 

 

7,972

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Software development

 

 

488,696

 

 

 

414,753

 

Total other assets

 

 

488,696

 

 

 

414,753

 

Total assets

 

$488,699

 

 

$422,724

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$45,596

 

 

$117,769

 

Total current liabilities

 

 

45,596

 

 

 

117,769

 

Non-current liabilities

 

 

 

 

 

 

 

 

Convertible notes payable

 

 

180,686

 

 

 

77,200

 

Loan payable

 

 

11,597

 

 

 

11,597

 

Total non-current liabilities

 

 

192,283

 

 

 

88,797

 

Total liabilities

 

 

237,879

 

 

 

206,566

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of July 31, 2023 and 2022

 

 

100

 

 

 

100

 

Common stock: $0.001 par value, 250,000,000 authorized, 1,272,917 issued and outstanding as of July 31, 2023 and 5,000,000,000 authorized, 807,616,147 issued and outstanding as of July 31, 2022, respectively

 

 

506,755

 

 

 

444,701

 

Additional paid-in capital

 

 

10,624,138

 

 

 

10,654,292

 

Accumulated deficit

 

 

(10,880,173 )

 

 

(10,882,935 )

Total stockholders' equity

 

 

250,820

 

 

 

216,158

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$488,699

 

 

$422,724

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-3

Table of Contents

 

Cyber Apps World, Inc.

Consolidated Statements of Operations

For the Years Ended July 31,

                                                                                                                    

 

 

   2023 

 

 

2022

 

 

 

(unaudited)

 

 

Revenue

 

$-

 

 

$11

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

74,029

 

 

 

1,498,322

 

Total operating expenses

 

 

74,029

 

 

 

1,498,333

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(74,029)

 

 

(1,498,322)

 

 

 

 

 

 

 

 

 

Other income(expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(923)

 

 

 

 

Gain on write off of liabilities

 

 

77,714

 

 

 

 

 

Total other income (expense)

 

 

76,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$2,762

 

 

$(1,498,322)

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per common share

 

$0.00

 

 

$0.00

Basic and diluted weighted average common shares outstanding

 

 

1,272,917

 

 

 

807,616,147

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-4

Table of Contents

 

Cyber Apps World Inc.

Consolidated Statements of Stockholders' Equity

July 31, 2023 (unaudited) and 2022

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Shares

to be

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Issued

 

 

Deficit

 

 

Total

 

Balance, July 31, 2021

 

 

 

 

$

 

 

$388,986,268

 

 

$39,079

 

 

$10,384,113

 

 

$23,000

 

 

$(9,388,089)

 

$1,058,103

 

Cancellation of shares as of January 31, 2022

 

 

 

 

 

 

 

 

 

(141,000,000)

 

 

(14,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,100)

Common stock issued for cash

 

 

 

 

 

 

 

 

 

559,629,879

 

 

 

419,722

 

 

 

270,179

 

 

 

 

 

 

 

 

 

 

 

689,901

 

Preferred stock issued

 

 

 

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100

 

Shares to be issued

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,000)

 

 

 

 

 

 

(23,000)

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,465

 

 

 

3,465

 

Net loss for the period ended July 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,498,311)

 

 

(1,498,311)

Balance, July 31, 2022

 

 

100,000

 

 

$100

 

 

$807,616,147

 

 

$444,701

 

 

$10,654,292

 

 

$

 

 

$(10,882,935)

 

$216,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2022

 

 

100,000

 

 

$100

 

 

$807,616,147

 

 

$444,701

 

 

$10,654,292

 

 

 

 

 

 

$(10,882,935)

 

$216,158

 

Issuance of common stock

 

 

 

 

 

 

 

 

 

 

98,045,405

 

 

 

62,052

 

 

 

(30,152)

 

 

 

 

 

 

 

 

 

 

31,900

 

Preferred stock issued

 

 

200,000

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200

 

Cancellation of common stock

 

 

 

 

 

 

 

 

 

 

(904,390,639)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of preferred stock

 

 

200,000

 

 

 

(200)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(200)

Round up shares

 

 

 

 

 

 

 

 

 

 

2,004

 

 

 

2

 

 

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period ended July 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,762

 

 

 

2,762

 

Balance, July 31, 2023

 

 

500,000

 

 

$100

 

 

 

1,272,917

 

 

$506,755

 

 

 

10,624,138

 

 

$

 

 

$(10,880,173)

 

$250,820

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-5

Table of Contents

 

Cyber Apps World, Inc.

Consolidated Statements of Cash Flows

For the Years Ended July 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

(unaudited)

 

 

Net income (loss)

 

$2,762

 

 

$(1,498,322)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Impairment loss

 

 

 

 

 

 

1,350,000

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

 

 

35,000

 

Accounts payable and accrued expenses

 

 

(64,523)

 

 

(102,543)

Net cash used in operating activities

 

 

(61,761)

 

 

(215,865)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Software development

 

 

(73,942)

 

 

(70,866)

Net cash used in investing activities

 

 

(73,942)

 

 

(70,866)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Change in convertible notes payable

 

 

103,486

 

 

 

(392,550)

Change in loan payable

 

 

-

 

 

 

(43,482)

Shares to be issued

 

 

-

 

 

 

(23,000)

Proceeds from issuance of preferred stock

 

 

-

 

 

 

100

 

Proceeds from issuance of common stock

 

 

62,054

 

 

 

405,622

 

Proceeds from issuance of additional paid-in capital

 

 

(30,154)

 

 

270,179

 

Net cash provided by financing activities

 

 

135,386

 

 

 

216,869

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(317)

 

 

(69,862)

Cash at beginning of period

 

 

320

 

 

 

70,182

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$3

 

 

$320

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
F-6

Table of Contents

 

CYBER APPS WORLD INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2023  (unaudited), and 2022

 

Note 1. Financial Statement Presentation

 

Cyber Apps World Inc. (the “Company”), following the merger with the Company's wholly owned subsidiary on April 9, 2015, (formed for the sole purpose of merging with its parent), has been engaged in the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones. We have not been successful in developing revenue from our operations.

 

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.

 

Basis of Presentation

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying financial statements for the year ended July 31, 2023, we incurred net income of $2,762. In addition, we reported cash used in operations of $(61,761) from our operating activities for the year ended July 31, 2023. As of July 31, 2023, we had accumulated deficit of  $(10,880,173) and a working capital deficit of $45,593. The Company earned revenue of $2,762 for the year ended July 31, 2023. Management believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months.

 

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.

 

These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our Company to continue as a going concern.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting  principles generally accepted in the United States of America (“US GAAP”). The Company's functional currency is USD.

 

 
F-7

Table of Contents

 

Use of Estimates

 

The preparation of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement of Financial Accounting Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:

 

·

Level 1-defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

 

·

Level 2-defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

 

·

Level 3-defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short- term maturity of these instruments. ASC 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

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

 

 

Revenue Recognition

 

The Company recognizes revenue when control of promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

Prior to the Merger Agreement (as defined above), with respect to sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. Sales prices are based on fixed price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers. Sales, value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

 

 
F-8

Table of Contents

 

Goodwill

 

Goodwill represents the excess of purchase price paid over the fair value of net identifiable assets (tangible and intangible assets) acquired in business combination transactions. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. The Company performs a qualitative assessment of its reporting units and certain select quantitative calculations against its current long-range plan to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. The Company considers persistent and lasting decline in revenue, negative operating cash flows, changes in internal strategic expansion plans, changes in any applicable regulatory environments, among other factors, as part of the qualitative assessment.

 

The Company first assesses certain qualitative factors to determine whether the existence of events or circumstances leads to determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events or circumstances, the Company determines if it is not more likely than not that the fair value of a reporting unit is less than its carry amount, then performing the two-step impairment test is unnecessary. When necessary, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any, by comparing the fair value of each identifiable asset and liability in the reporting unit to the total fair value of the reporting unit.

 

For the year ended July 31, 2023, the Company recorded an aggregate impairment loss of $0. (July 31, 2022 - $1,350,000) against its goodwill balance and software development balance. As of July 31, 2023, the Company's goodwill balance was $0 (July 31, 2022 - $0) and a software development balance of $488,695 (July 31, 2022 - 414,753).

 

Basic and Diluted Earnings per Share

 

The Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding as of July 31, 2023.

 

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.

 

Recently Issued Accounting Pronouncements

 

No accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact on the Company's financial statements upon adoption.

 

 
F-9

Table of Contents

 

Note 3. Convertible Notes Payable and Loan Payable

 

As of July 31, 2023, the Company holds a balance of convertible note payable in the amount of $180,686 (July 31, 2022 - $77,200), including interest and accumulated prepayment expense, which is convertible into common stock at deemed prices ranging from 60% to 61% of the lowest market price of the Company's stock within the prior 20 trading days prior to conversion. The convertible  notes  bear  interest  at  rates ranging  from  10%  per  annum  to 12%  per annum compounded monthly.

 

As of July 31, 2023, the Company has an outstanding loan payable balance of $1,597 (July 31, 2022 - $11,597). This balance was totally refunded in August 2023.

 

Note 4. Common Stock

 

Preferred Stock

 

In January 2023, the Company issued 200,000 shares of Series A Super Voting Preferred Stock (the “Series A Preferred Shares”) to a certain counterparty. These 200,000 Series A Preferred Shares were cancelled on July 7, 2023.

 

On June 23, 2022, the Company issued 100,000 Series A Preferred Shares for consideration of $0.001 per share, resulting in total proceeds of $100.

 

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding Series A Preferred Shares in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella.  The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

 

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”).  In the change in control transaction, (Zenith Energy') acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. The Series A Stock shall have the following preferences, powers, designations and other special rights:

 

 

·

Each Series A Preferred Share entitles the holder to 10,000 votes on all matters submitted to the shareholders of the Company's common stock. The holder of the Series A Preferred Shares votes together with the holders of common stock as a single class upon all matters submitted to a vote of stockholders. ·

 

 

 

 

·

The holders of Series A Preferred Shares are not be entitled to receive dividends paid on the Company's Common Stock.

 

 

 

 

·

Upon liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Shares then outstanding are not entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the holders of common stock.

 

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 August 18, 2021, the Company increased its authorized capital to 5,000,000,000 shares of common stock with par value $0.00075.

 

During the year-ended July 31, 2022, the Company issued 559,629,879 shares of common stock for total proceeds of $689,901. The Company also cancelled 141,000,000 shares of common stock for no monetary amount.

 

During the year-ended July 31, 2023, the Company issued 98,045,405 shares of common stock for total proceeds of $31,900. The Company also cancelled 904,390,639 shares of common stock for no monetary amount.

 

 
F-10

Table of Contents

 

During the year ended July 30, 2022, the shareholders representing a majority of the Company's issued voting shares, as well as the Company's Board of Directors approved a reverse stock split whereby each 840 pre-split shares of common stock shall be exchanged  for one post-split share of common stock. Concurrently  with the reverse  split, the Company has approved the decrease in its authorized shares of common stock from 5,000,000,000 shares with par value $0.00075 to 250,000,000 shares with par value $0.001.

 

Note 5. Income Taxes

 

As of July 31, 2023, 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 $3.3 million and $1.9 million as of July 31, 2023, and July 31, 2022, respectively. The statutory tax rate is 21% and the effective tax rate is zero.

 

Under current tax laws, the cumulative operating losses incurred amounting to approximately $10.8 million and $10.8 million on July 31, 2023, and July 31, 2022, 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 6. Related Party Transactions

 

There were no reportable related party transactions during the year ended July 31,2023.

 

Note 7. Commitments and Contingencies

 

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations.

 

In accordance with Generally Accepted Accounting Principles (GAAP), it is imperative to disclose that the Company has categorized specific tax liabilities as "Unenforceable due to Statute of Limitations" in its financial statements for the period ending July 31, 2023. These tax write-offs are reported as contingent liabilities, and their respective amounts are itemized as follows:

 

IRS -  941 Due - $25,132 SUTA Due -$ 2,507 FUTA Due - $832

NC Withholding Due - $26,060

 

Note 8. Subsequent Events

 

On July 7, 2023 the Company cancelled 200,000 Series A Preferred Shares issued in January 2023.

 

On August 23, 2023, JanBella Group, LLC, a family office sold the 100,000 Series A Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”) for consideration of approximately $398,400. In the change in control transaction, Zenith Energy acquired 99.87% of the voting power of the Company. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company (with Messrs. Cattaneo's and Sodero's appointment subject to compliance by CYAP with Rule 14f-l under the Securities Exchange Act of 1934). Thereafter, Mr. Alessi resigned as CYAP's sole director and officer.

 

In addition to the foregoing, Mr. Benedetto was appointed President and Treasurer of the Company and Mr. Cattaneo was appointed as the Company's Secretary.

 

 
F-11

Table of Contents

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit

 

Description of Exhibit

 

 

 

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.la

 

Certificate of Change, effective October 23, 2019, providing for a 4-for-l stock split and increase in authorized common stock. (Incorporated herein by reference to Exhibit 3.la to the Company's Amended Annual report on Form 10-K/A, filed with the Commission on August 13, 2020.)

3.1b

 

Certificate of Designation of Series A Super Voting Preferred Stock, previously filed with this Report.

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.)

31.1

 

Section 302 Certification, filed herewith.

32.1

 

Section 906 Certification, filed herewith.

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

 

EC 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

 

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CYBER APPS WORLD, INC.

 

 

 

By:

/s/ Luca Benedetto

 

Luca Benedetto

 

 

President and Treasurer

(Principal Executive, Financial and Accounting Officer)

 

 

Date: December 15, 2023

 

 

 

4

 

nullnullv3.23.3
Cover - USD ($)
12 Months Ended
Jul. 31, 2023
Jan. 31, 2023
Cover [Abstract]    
Entity Registrant Name Cyber Apps World Inc.  
Entity Central Index Key 0001230524  
Document Type 10-K/A  
Amendment Flag true  
Entity Voluntary Filers No  
Current Fiscal Year End Date --07-31  
Entity Well Known Seasoned Issuer No  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status No  
Document Period End Date Jul. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding 1,272,917  
Entity Public Float   $ 78,794
Document Annual Report true  
Document Transition Report false  
Document Fin Stmt Error Correction Flag false  
Entity File Number 000-50693  
Entity Incorporation State Country Code NV  
Entity Address Address Line 1 Via Tomaso Rodari 6  
Entity Address Address Line 2 6900  
Entity Address City Or Town Lugano  
Entity Address Country CH  
Entity Address Postal Zip Code 6900  
City Area Code 41  
Auditor Name Jack Shama  
Local Phone Number 791595013  
Security 12g Title Common Stock, par value $0.001  
Entity Interactive Data Current Yes  
Amendment Description Cyber Apps World, Inc. (the “Company”), recently learned that, despite representations and statements to the contrary, Ahmed & Associates, P.C. (“AAPC”), the accounting firm that the Company had retained as its independent registered accounting firm with respect to the audit of its financial statements for the year ended July 31, 2023 (the “2023 Financials”), was not registered with the Public Company Accounting Oversight Board (the “PCAOB”), as required by the rules and regulations adopted by the Securities and Exchange Commission. Accordingly, the Company is amending Item 8 of this Annual Report on Form 10-K for the year ended July 31, 2023 (the “Form 10-K”) to delete the report of AAPC with respect to the 2023 Financials and it indicate that the 2023 Financials are unaudited. The Company has retained an independent public accounting firm registered with PCAOB and plans as soon as practicable to further amend the Form 10-K to provide for 2023 Financials audited by such firm.  
Auditor Firm Id 6579  
Auditor Location Brooklyn, NY 11234  
v3.23.3
Consolidated Balance Sheets - USD ($)
Jul. 31, 2023
Jul. 31, 2022
Current assets    
Cash $ 3 $ 320
Prepaid expenses 0 7,652
Total current assets 3 7,972
Other assets    
Software development 488,696 414,753
Total other assets 488,696 414,753
Total assets 488,699 422,724
Current liabilities    
Accounts payable and accrued expenses 45,596 117,769
Total current liabilities 45,596 117,769
Non-current liabilities    
Convertible notes payable 180,686 77,200
Loan payable 11,597 11,597
Total non-current liabilities 192,283 88,797
Total liabilities 237,879 206,566
Stockholders' equity    
Preferred stock, $0.001 par value, 10,000,000 authorized, 100000 issued and outstanding as of July 31, 2023 and 2022 100 100
Common stock: $0.001 par value, 250,000,000 authorized, 1,272,917 issued and outstanding as of July 31, 2023 and 5,000,000,000 authorized, 807,616,147 issued and outstanding as of July 31, 2022, respectively 506,755 444,701
Additional paid-in capital 10,624,138 10,654,292
Accumulated deficit (10,880,173) (10,882,935)
Total stockholders' equity 250,820 216,158
Total liabilities and stockholders' equity $ 488,699 $ 422,724
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jul. 31, 2023
Jul. 31, 2022
Consolidated Balance Sheets    
Preferred Stock, Par Value $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 100,000 100,000
Preferred Stock, Shares Outstanding 100,000 100,000
Common Stock, Par Value $ 0.001 $ 0.001
Common Stock Shares Authorized 250,000,000 5,000,000,000
Common Stock, Shares Issued 1,272,917 807,616,147
Common Stock, Shares Outstanding 1,272,917 807,616,147
v3.23.3
Consolidated Statements of Operations - USD ($)
12 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Consolidated Statements of Operations    
Revenue $ 0 $ 11
Operating expenses    
General and administrative expenses 74,029 1,498,322
Total operating expenses 74,029 1,498,333
Operating loss (74,029) (1,498,322)
Other income(expense)    
Interest expense (923)  
Gain on write off of liabilities 77,714  
Total other income (expense) 76,791  
Net income (loss) $ 2,762 $ (1,498,322)
Basic and diluted net income (loss) per common share $ 0.00 $ 0.00
Basic and diluted weighted average common shares outstanding 1,272,917 807,616,147
v3.23.3
Consolidated Statement of Stockholders' Equity - USD ($)
Total
Preferred Stock
Common Stock [Member]
Shares To Be Issued [Member]
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Balance, shares at Jul. 31, 2021     388,986,268      
Balance, amount at Jul. 31, 2021 $ 1,058,103   $ 39,079 $ 23,000 $ 10,384,113 $ (9,388,089)
Cancellation of shares, shares     141,000,000      
Cancellation of shares, amount (14,100)   $ (14,100)      
Common stock issued for cash, shares     559,629,879      
Common stock issued for cash, amount 689,901   $ 419,722   270,179  
Preferred stock issued 100 $ 100        
Shares to be issued, shares   100,000        
Shares to be issued, amount (23,000)     $ (23,000)    
Other 3,465         3,465
Net loss (1,498,311)         (1,498,311)
Balance, shares at Jul. 31, 2022   100,000 807,616,147      
Balance, amount at Jul. 31, 2022 216,158 $ 100 $ 444,701   10,654,292 (10,882,935)
Preferred stock issued 200 $ 200        
Net loss 2,762         2,762
Issuance of common stock, shares     98,045,405      
Issuance of common stock, amount 31,900   $ 62,052   (30,152)  
Preferred stock issued, shares   200,000        
Cancellation of common stock, shares     (904,390,639)      
Cancellation of preferred stock, shares   $ 200,000        
Cancellation of preferred stock, amount (200) $ (200)        
Round up shares, shares     2,004      
Round up shares, amount     $ 2   (2)  
Balance, shares at Jul. 31, 2023   500,000 1,272,917      
Balance, amount at Jul. 31, 2023 $ 250,820 $ 100 $ 506,755   $ 10,624,138 $ (10,880,173)
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Cash flows from operating activities:    
Net income (loss) $ 2,762 $ (1,498,322)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Impairment loss 0 1,350,000
Changes in assets and liabilities:    
Prepaid expenses   35,000
Accounts payable and accrued expenses (64,523) (102,543)
Net cash used in operating activities (61,761) (215,865)
Cash flows from investing activities:    
Software development (73,942) (70,866)
Net cash used in investing activities (73,942) (70,866)
Cash flows from financing activities:    
Change in convertible notes payable 103,486 (392,550)
Change in loan payable 0 (43,482)
Shares to be issued 0 (23,000)
Proceeds from issuance of preferred stock 0 100
Proceeds from issuance of common stock 62,054 405,622
Proceeds from issuance of additional paid-in capital (30,154) 270,179
Net cash provided by financing activities 135,386 216,869
Net decrease in cash (317) (69,862)
Cash at beginning of period 320 70,182
Cash at end of period 3 320
Cash paid for interest 0 $ 0
Cash paid for taxes $ 0  
v3.23.3
Financial Statement Presentation
12 Months Ended
Jul. 31, 2023
Financial Statement Presentation  
Financial Statement Presentation

Note 1. Financial Statement Presentation

 

Cyber Apps World Inc. (the “Company”), following the merger with the Company's wholly owned subsidiary on April 9, 2015, (formed for the sole purpose of merging with its parent), has been engaged in the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones. We have not been successful in developing revenue from our operations.

 

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.

 

Basis of Presentation

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying financial statements for the year ended July 31, 2023, we incurred net income of $2,762. In addition, we reported cash used in operations of $(61,761) from our operating activities for the year ended July 31, 2023. As of July 31, 2023, we had accumulated deficit of  $(10,880,173) and a working capital deficit of $45,593. The Company earned revenue of $2,762 for the year ended July 31, 2023. Management believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months.

 

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.

 

These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our Company to continue as a going concern.

v3.23.3
Summary of Significant Accounting Policies
12 Months Ended
Jul. 31, 2023
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting  principles generally accepted in the United States of America (“US GAAP”). The Company's functional currency is USD.

Use of Estimates

 

The preparation of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement of Financial Accounting Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:

 

·

Level 1-defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

 

·

Level 2-defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

 

·

Level 3-defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short- term maturity of these instruments. ASC 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

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

 

 

Revenue Recognition

 

The Company recognizes revenue when control of promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

Prior to the Merger Agreement (as defined above), with respect to sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. Sales prices are based on fixed price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers. Sales, value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

Goodwill

 

Goodwill represents the excess of purchase price paid over the fair value of net identifiable assets (tangible and intangible assets) acquired in business combination transactions. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. The Company performs a qualitative assessment of its reporting units and certain select quantitative calculations against its current long-range plan to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. The Company considers persistent and lasting decline in revenue, negative operating cash flows, changes in internal strategic expansion plans, changes in any applicable regulatory environments, among other factors, as part of the qualitative assessment.

 

The Company first assesses certain qualitative factors to determine whether the existence of events or circumstances leads to determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events or circumstances, the Company determines if it is not more likely than not that the fair value of a reporting unit is less than its carry amount, then performing the two-step impairment test is unnecessary. When necessary, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any, by comparing the fair value of each identifiable asset and liability in the reporting unit to the total fair value of the reporting unit.

 

For the year ended July 31, 2023, the Company recorded an aggregate impairment loss of $0. (July 31, 2022 - $1,350,000) against its goodwill balance and software development balance. As of July 31, 2023, the Company's goodwill balance was $0 (July 31, 2022 - $0) and a software development balance of $488,695 (July 31, 2022 - 414,753).

 

Basic and Diluted Earnings per Share

 

The Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding as of July 31, 2023.

 

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.

 

Recently Issued Accounting Pronouncements

 

No accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact on the Company's financial statements upon adoption.

v3.23.3
Convertible Notes Payable and Loan Payable
12 Months Ended
Jul. 31, 2023
Convertible Notes Payable and Loan Payable  
Convertible Notes Payable and Loan Payable

Note 3. Convertible Notes Payable and Loan Payable

 

As of July 31, 2023, the Company holds a balance of convertible note payable in the amount of $180,686 (July 31, 2022 - $77,200), including interest and accumulated prepayment expense, which is convertible into common stock at deemed prices ranging from 60% to 61% of the lowest market price of the Company's stock within the prior 20 trading days prior to conversion. The convertible  notes  bear  interest  at  rates ranging  from  10%  per  annum  to 12%  per annum compounded monthly.

 

As of July 31, 2023, the Company has an outstanding loan payable balance of $1,597 (July 31, 2022 - $11,597). This balance was totally refunded in August 2023.

v3.23.3
Common Stock
12 Months Ended
Jul. 31, 2023
Common Stock  
Common Stock

Note 4. Common Stock

 

Preferred Stock

 

In January 2023, the Company issued 200,000 shares of Series A Super Voting Preferred Stock (the “Series A Preferred Shares”) to a certain counterparty. These 200,000 Series A Preferred Shares were cancelled on July 7, 2023.

 

On June 23, 2022, the Company issued 100,000 Series A Preferred Shares for consideration of $0.001 per share, resulting in total proceeds of $100.

 

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding Series A Preferred Shares in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella.  The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

 

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”).  In the change in control transaction, (Zenith Energy') acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. The Series A Stock shall have the following preferences, powers, designations and other special rights:

 

 

·

Each Series A Preferred Share entitles the holder to 10,000 votes on all matters submitted to the shareholders of the Company's common stock. The holder of the Series A Preferred Shares votes together with the holders of common stock as a single class upon all matters submitted to a vote of stockholders. ·

 

 

 

 

·

The holders of Series A Preferred Shares are not be entitled to receive dividends paid on the Company's Common Stock.

 

 

 

 

·

Upon liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Shares then outstanding are not entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the holders of common stock.

 

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 August 18, 2021, the Company increased its authorized capital to 5,000,000,000 shares of common stock with par value $0.00075.

 

During the year-ended July 31, 2022, the Company issued 559,629,879 shares of common stock for total proceeds of $689,901. The Company also cancelled 141,000,000 shares of common stock for no monetary amount.

 

During the year-ended July 31, 2023, the Company issued 98,045,405 shares of common stock for total proceeds of $31,900. The Company also cancelled 904,390,639 shares of common stock for no monetary amount.

During the year ended July 30, 2022, the shareholders representing a majority of the Company's issued voting shares, as well as the Company's Board of Directors approved a reverse stock split whereby each 840 pre-split shares of common stock shall be exchanged  for one post-split share of common stock. Concurrently  with the reverse  split, the Company has approved the decrease in its authorized shares of common stock from 5,000,000,000 shares with par value $0.00075 to 250,000,000 shares with par value $0.001.

v3.23.3
Income Taxes
12 Months Ended
Jul. 31, 2023
Income Taxes  
Income Taxes

Note 5. Income Taxes

 

As of July 31, 2023, 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 $3.3 million and $1.9 million as of July 31, 2023, and July 31, 2022, respectively. The statutory tax rate is 21% and the effective tax rate is zero.

 

Under current tax laws, the cumulative operating losses incurred amounting to approximately $10.8 million and $10.8 million on July 31, 2023, and July 31, 2022, 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.

v3.23.3
Related Party Transactions
12 Months Ended
Jul. 31, 2023
Related Party Transactions  
Related Party Transactions

Note 6. Related Party Transactions

 

There were no reportable related party transactions during the year ended July 31,2023.

v3.23.3
Commitments and Contingencies
12 Months Ended
Jul. 31, 2023
Commitments and Contingencies  
Commitments and Contingencies

Note 7. Commitments and Contingencies

 

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations.

 

In accordance with Generally Accepted Accounting Principles (GAAP), it is imperative to disclose that the Company has categorized specific tax liabilities as "Unenforceable due to Statute of Limitations" in its financial statements for the period ending July 31, 2023. These tax write-offs are reported as contingent liabilities, and their respective amounts are itemized as follows:

 

IRS -  941 Due - $25,132 SUTA Due -$ 2,507 FUTA Due - $832

NC Withholding Due - $26,060

v3.23.3
Subsequent Events
12 Months Ended
Jul. 31, 2023
Subsequent Events  
Subsequent Events

Note 8. Subsequent Events

 

On July 7, 2023 the Company cancelled 200,000 Series A Preferred Shares issued in January 2023.

 

On August 23, 2023, JanBella Group, LLC, a family office sold the 100,000 Series A Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”) for consideration of approximately $398,400. In the change in control transaction, Zenith Energy acquired 99.87% of the voting power of the Company. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company (with Messrs. Cattaneo's and Sodero's appointment subject to compliance by CYAP with Rule 14f-l under the Securities Exchange Act of 1934). Thereafter, Mr. Alessi resigned as CYAP's sole director and officer.

 

In addition to the foregoing, Mr. Benedetto was appointed President and Treasurer of the Company and Mr. Cattaneo was appointed as the Company's Secretary.

v3.23.3
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Jul. 31, 2023
Summary of Significant Accounting Policies  
Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting  principles generally accepted in the United States of America (“US GAAP”). The Company's functional currency is USD.
Use of Estimates

The preparation of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement of Financial Accounting Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:

 

·

Level 1-defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

 

·

Level 2-defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

 

·

Level 3-defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short- term maturity of these instruments. ASC 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

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

 

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

Prior to the Merger Agreement (as defined above), with respect to sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. Sales prices are based on fixed price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers. Sales, value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

Goodwill

Goodwill represents the excess of purchase price paid over the fair value of net identifiable assets (tangible and intangible assets) acquired in business combination transactions. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. The Company performs a qualitative assessment of its reporting units and certain select quantitative calculations against its current long-range plan to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. The Company considers persistent and lasting decline in revenue, negative operating cash flows, changes in internal strategic expansion plans, changes in any applicable regulatory environments, among other factors, as part of the qualitative assessment.

 

The Company first assesses certain qualitative factors to determine whether the existence of events or circumstances leads to determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events or circumstances, the Company determines if it is not more likely than not that the fair value of a reporting unit is less than its carry amount, then performing the two-step impairment test is unnecessary. When necessary, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any, by comparing the fair value of each identifiable asset and liability in the reporting unit to the total fair value of the reporting unit.

 

For the year ended July 31, 2023, the Company recorded an aggregate impairment loss of $0. (July 31, 2022 - $1,350,000) against its goodwill balance and software development balance. As of July 31, 2023, the Company's goodwill balance was $0 (July 31, 2022 - $0) and a software development balance of $488,695 (July 31, 2022 - 414,753).

Basic and Diluted Earnings per Share

The Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding as of July 31, 2023.

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.

Recently Issued Accounting Pronouncements

No accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact on the Company's financial statements upon adoption.

v3.23.3
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Jul. 31, 2023
Summary of Significant Accounting Policies  
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 
v3.23.3
Financial Statement Presentation (Details Narrative) - USD ($)
12 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Financial Statement Presentation    
Net loss $ 2,762 $ (1,498,311)
Revenue 2,762  
Operating cash outflows (61,761) $ (215,865)
Accumulated deficit (10,880,173)  
Working capital deficit $ 45,593  
v3.23.3
Summary of Significant Accounting Policies (Details)
12 Months Ended
Jul. 31, 2023
Software Development [Member]  
Property and equipment estimated useful lives 3-5 years
Computer Equipment [Member]  
Property and equipment estimated useful lives 5 years
Furniture and Fixtures [Member]  
Property and equipment estimated useful lives 10 years
v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
12 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Impairment loss $ 0 $ (1,350,000)
Goodwill 0 0
Software development - WIP 488,696 414,753
Goodwill    
Software development - WIP $ 488,695 $ 414,753
v3.23.3
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($)
Jul. 31, 2023
Jul. 31, 2022
Convertible notes payable $ 180,686 $ 77,200
Outstanding loan payable balance 11,597 11,597
Convertible Notes Payable    
Outstanding loan payable balance $ 11,597 $ 1,597
Minimum [Member]    
Convertible notes bear interest rate 10.00%  
Convertible notes common stock deemed prices percentage rate 60.00%  
Maximum [Member]    
Convertible notes bear interest rate 12.00%  
Convertible notes common stock deemed prices percentage rate 61.00%  
v3.23.3
Common Stock (Details Narrative)
1 Months Ended 12 Months Ended
Jul. 07, 2023
shares
Jul. 06, 2023
shares
Aug. 23, 2023
USD ($)
integer
shares
Jan. 31, 2023
shares
Jan. 18, 2013
shares
Jul. 31, 2023
USD ($)
$ / shares
shares
Jul. 31, 2022
USD ($)
$ / shares
shares
Jun. 23, 2022
USD ($)
$ / shares
shares
Oct. 31, 2021
$ / shares
shares
Aug. 18, 2021
$ / shares
shares
Common Stock, Shares Authorized           250,000,000 5,000,000,000      
Common Stock, Par Value | $ / shares           $ 0.001 $ 0.001      
Proceeds from shares issued during period | $           $ 62,054 $ 405,622      
Common stock, shares issued           1,272,917 807,616,147      
Common stock value | $           $ 506,755 $ 444,701      
Common Stock [Member]                    
Reverse split         1:50          
Common Stock, Shares Authorized         500,000,000   5,000,000,000   250,000,000 5,000,000,000
Common Stock, Par Value | $ / shares             $ 0.00075   $ 0.001 $ 0.00075
Shares issued during period, shares           98,045,405 559,629,879      
Proceeds from shares issued during period | $           $ 31,900 $ 689,901      
Common stock shares cancelled           904,390,639 141,000,000      
Series A Preferred Stock [Member]                    
Number of votes entitles | integer     10,000              
Common Stock, Par Value | $ / shares               $ 0.001    
Shares issued during period, shares       200,000            
Common stock shares cancelled 200,000                  
Common stock, shares issued               100,000    
Common stock value | $               $ 100    
Shares acquired during period, shares   100,000                
Series A Preferred Stock [Member] | JanBella Group [Member]                    
Shares acquired during period, shares   100,000                
Acquisition voting percentage   99.97%                
Series A Preferred Stock [Member] | Zenith Energy [Member]                    
Shares acquired during period, shares     100,000              
Acquisition voting percentage     99.87%              
Shares acquired during period, value | $     $ 398,400              
v3.23.3
Income Taxes (Details Narrative) - USD ($)
$ in Millions
12 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Income Taxes    
Deferred tax assets $ 3.3 $ 1.9
Operating lease carryforward $ 10.8 $ 10.8
Statutory Tax rate 21.00%  
v3.23.3
Commitments and Contingencies (Details Narrative)
$ in Millions
12 Months Ended
Jul. 31, 2023
USD ($)
NC Withholding [Member]  
Tax write-offs $ 26,060
IRS [Member]  
Tax write-offs 25,132
SUTA [Member]  
Tax write-offs 2,507
FUTA [Member]  
Tax write-offs $ 832
v3.23.3
Subsequent Events (Details Narrative) - shares
1 Months Ended
Jul. 07, 2023
Aug. 23, 2023
Number of shares cancelled during period 200,000  
Subsequent Event [Member]    
Common stock authorized value decreased, description   Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”) for consideration of approximately $398,400. In the change in control transaction, Zenith Energy acquired 99.87% of the voting power of the Company
Number of shares cancelled during period   100,000

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