Current Report Filing (8-k)
June 24 2022 - 2:20PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 22, 2022
CYBER
APPS WORLD, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
000-50693 |
|
90-0314205 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
9436
W. Lake Mead Blvd., Ste. 5-53
Las
Vegas NV 89134-8340
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (702) 805-0632
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item
3.02 | Unregistered
Sales of Equity Securities. |
On
June 23, 2022, following the creation of the series of preferred shares noted in Item 3.03 below, we issued 100,000 shares of Series
A Super Voting Preferred Stock to Kateryna Malenko, one of our directors. We sold these shares to Ms. Malenko for consideration of $0.001
per share, or $100.
We
issued these shares of preferred stock pursuant to Section 4(2) of the Securities Act of 1933. We were able to rely upon this exemption
since this issuance does not constitute a public offering of our shares.
In
connection with this issuance, Ms. Malenko was provided with access to all material aspects of the company, including the business, management,
offering details, risk factors and financial statements. She also represented to us that she was acquiring the shares as principal for
her own account with investment intent. She also represented that she was sophisticated, having prior investment experience and having
adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of
securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.
| Item
3.03 | Material
Modification to Rights of Security Holders. |
On
June 22, 2022, our Board of Directors approved the creation of a series of preferred stock to be designated Series A Super Voting Preferred
Stock (the “Series A Stock”), to consist of 1,000,000 shares, par value $0.001 per share. The Series A Stock shall have the
following preferences, powers, designations and other special rights:
1. Voting.
Each
share of Series A Stock shall entitle the holder to 10,000 votes on all matters submitted to the shareholders of the Company’s
common stock. A holder of the Series A Stock shall vote together with the holders of Common Stock as a single class upon all matters
submitted to the Common Stock shareholders.
2. Dividends.
The
holders of Series A Stock of the Company shall not be entitled to receive dividends paid on the Company’s Common Stock.
3. No
Liquidation Preference.
Upon
liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Stock then outstanding
shall not be 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 holder of Common Stock.
4. Conversion.
Series
A Stock will not be convertible into the shares of the Company’s Common Stock.
The
purpose of the creation of the Series A Stock is to ensure the continuity of our management in pursuing our business plan in the midst
of dilution following the conversion of convertible promissory notes held by third-party lenders.
| Item
9.01 | Financial
Statements and Exhibits |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Cyber
Apps World Inc. |
|
|
|
Date: June
24, 2022 |
By: |
/s/
Mohammed Irfan Rafimiya Kazi |
|
Mohammed
Irfan Rafimiya Kazi, President |
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