UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

For the Fiscal Year Ended July 31, 2015

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.

(formerly Clean Enviro Tech Corp.)

(Name of Registrant as Specified in Its Charter)

 

Nevada (State or Other Jurisdiction of Incorporation or Organization)		90-0314205 (I.R.S. Employer Identification No.)
420 N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada (Address of Principal Executive Offices)		89110 (Zip Code)
(702) 425-4289 (Issuer’s Telephone Number, Including Area Code)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par value $0.001 per share

 

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

 

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

 

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

 

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

 

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

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

(Do not check if a smaller reporting company)

  

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

  

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, 2015, was $1,190,716 based on the average bid and asked prices on the OTC Bulletin Board on that date.

 

On October 29, 2015, there were 19,519,935 shares of common stock outstanding. 

 

Table of Contents

 

	Page
Item 1. Business.	3
Item 1A. Risk Factors.	6
Item 1B. Unresolved Staff Comments.	7
Item 2. Properties.	7
Item 3. Legal Proceedings.	7
Item 4. Mine Safety Disclosures.	7
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6. Selected Financial Data.	8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8. Financial Statements and Supplementary Data.	10
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	24
Item 9A (T). Controls and Procedures.	24
Item 9B. Other Information.	24
Item 10. Directors, Executive Officers and Corporate Governance.	25
Item 11. Executive Compensation.	25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	26
Item 13. Certain Relationships and Related Transactions, and Director Independence.	26
Item 14. Principal Accountant Fees and Services.	27
Item 15. Exhibits and Financial Statement Schedules.	28

 

PART I

 

NOTE REGARDING FORWARD LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

This Annual Report contains   historical   information as well as forward-looking statements.  Statements looking forward in time are included in this  Annual  Report  pursuant  to the safe  harbor  provisions  of the  Private Securities  Litigation  Reform Act of 1995.  Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important  factors  described elsewhere in this Form 10-K, the following forward looking  statements,  among others,  sometimes  have  affected,  and in the future could affect,  our actual results and could cause our actual results during  2015 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.

 

As used in this annual report, the terms "we", "us", "our", “the Company”, and "Cyber Apps" mean Cyber Apps World Inc., unless otherwise indicated.

  

Item 1. Business.

 

Background

 

We were incorporated on July 15, 2002 under the laws of the State of Nevada. On April 5, 2011, we merged with our wholly owned subsidiary, Sky Power Solutions Corp., and in the merger the name of the Company was changed to Sky Power Solutions Corp.  On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. and the 1:50 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.

  

Recent Developments

 

On April 9, 2015, our Board of Directors authorized the merger with our wholly owned subsidiary Cyber Apps World. In the merger the name of the Company was changed to Cyber Apps World Inc.

 

On August 17, 2007, our Board of Directors approved the change in our fiscal year from the calendar year to a fiscal year ending on July 31. On July 27, 2012, Mehboob Charania resigned as President and as a member of the board of directors; and Liudmila Voinarovska was appointed as President and became the CEO and sole director.

 

In May 2014, the Company entered into a letter of intent with Red Apple Pharm and appointed a representative of that company as an officer of the Company. Red Apple Pharm did not provide us with any financial information and on June 20, 2014, the letter of intent was terminated and Red Apple Pharm’s representative resigned.

 

We have retained some physical assets remaining from the lithium battery and solar power system work that are currently in storage. The Company has redirected the focus and intends to develop and acquire a worldwide e-commerce internet platform in which revenues will be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7). We have determined not to continue work on the residential Solar Concentrating, Electric Power Generation Systems or the lithium batteries at this time.

 

Our Planned Mobile App

 

We are developing mobile applications which would make available to subscribers a number of applications and programs. The first beta app to be released, with an anticipated launch of mid-November to December, 2015, is the “INSTANT COUPONS” platform.

 

The INSTANT COUPONS app will be a subscriber-based application 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. No coupon printing is required from mobile devices.

 

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

 

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

 

Liquidity and Capital Resources

 

As of July 31, 2015, we had cash on hand of $0. During the year ended July 31, 2015, we incurred a net loss of $436,128. On July 31, 2015, we had a working capital deficiency of $200,516 and a stockholders' deficit of $200,516.

 

We had 19,519,935 shares of common stock issued and outstanding as of October 29, 2015.  Our common stock is quoted on the OTCQB of the OTC Markets Group.

 

General

 

We have determined not to continue work on the residential Solar Concentrating, Electric Power Generation Systems or the lithium batteries at this time. Currently the Company is focused on and developing a worldwide e-commerce internet platform in which revenues will be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7).

 

We anticipate making available to subscribers a number of applications and programs. The app to be released with an anticipated launch of mid-November to December, 2015 is “INSTANT COUPONS”.

 

INSTANT COUPONS is an all in one ecommerce platform that will allow consumers and businesses around the world to purchase and sell unlimited products and services. Consumers in every city worldwide will be able to instantly access coupons and discounts for local, national and international goods and services. Consumers will complete their order online or show the coupon on their mobile device to the cashier at checkout to receive the savings with no need to print coupons. This will enable merchant partners to pass on savings to consumers and reduce their costs by eliminating distributors, wholesalers and retailers and ship direct to the consumer.

 

Cyber Apps has entered into (May 28, 2015) a Worldwide Marketing License Agreement to market products and services using the INSTANT COUPONS platform.

 

The INSTANT COUPONS platform will allow merchants wishing to offer coupons or discounts on products and services to easily upload their complete merchandise description on the INSTANT COUPONS website merchant portal. The listing is promptly reviewed for approval by INSTANT COUPONS then made available to consumers on a real time basis. This provides merchant partners the flexibility to work with ever changing market conditions and respond in real-time.

 

The INSTANT COUPONS platform will enable Merchants with overstock inventory to offer a greater savings for a limited time or until the available inventory has been depleted. Merchants can cancel a listing instantly.

 

The INSTANT COUPONS app works in conjunction with the user’s smartphone GPS and will notify users with alerts for coupons while they are in that neighborhood. Subscriber’s smartphones GPS will sense when a user is near participating merchant stores or restaurants and send an alert with coupons available for instant savings. This enhanced feature provides savings even when the consumer was unaware of available discounts. This is an automatic feature.

 

INSTANT COUPONS consumers and merchants are protected as all funds are held in an escrow account insuring they receive their purchase prior to funds being released to the merchant. INSTANT COUPONS APP will ensure compliance with the terms of the transaction and customer satisfaction.

 

INSTANT COUPONS merchant partners will not pay fees to subscribers. Revenues would be generated in two ways:

 

1.

Businesses can purchase advertising within INSTANT COUPONS. Banner Ads and Active Links to the Advertiser’s website/portal and other opportunities will be available to Merchant Partners. This will appeal to offerings were a coupon may not be appropriate.

2.

Commissions for products and services sold via the INSTANT COUPONS app will be paid to Cyber Apps World upon completion of online purchases.

   

Competition

 

Many companies offer apps with savings.

 

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

 

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

 

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

 

Government Regulation

 

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

 

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

 

Employees

 

As of the date of this report, we currently have no employees and paid consultants are completing all work. 

 

Research and Development Expenditures

 

We incurred research and development expenditures of $0 during the year ended July 31, 2015, and of $6,460 in the year ended July 31, 2014.

 

Item 1A. Risk Factors.

 

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

 

General

 

We do not have sufficient revenues to sustain our operations.

 

We have no revenues from operations. All funding is from a third party. As of July 31, 2015, we had cash on hand of $0. For our fiscal year ended July 31, 2015, we have reported a net loss of $436,128; a working capital deficiency of $200,516; and a stockholders' deficit of $200,516.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights.

 

We may seek additional capital through a combination of private and public equity offerings, debt financings collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, current stockholders’ ownership interest in the Company will be diluted. In addition, the terms may include liquidation or other preferences that materially adversely affect their rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

 

The mobile application industry is characterized by rapid technological change, and our success depends upon the frequent enhancement of existing products and timely introduction of new products that meet our customers’ needs.

 

Customer requirements for mobile application products are rapidly evolving and technological changes in our industry occur rapidly. To keep up with new customer requirements and distinguish us from our competitors, we must frequently introduce new products and enhancements of existing products. Enhancing existing products and developing new products is a complex and uncertain process. It often requires significant investments in research and development (“R&D”). Furthermore, we may not be able to launch new or improved products before our competition launches comparable products. Any of these factors could cause our business or financial results to suffer.

 

Marketing efforts designed to drive traffic to our website may not be successful or cost-effective.

 

Traffic building and conversion initiatives involve considerable expenditures for online, mobile and offline advertising and marketing. We may not have the working capital to fund such activities. To the extent that we have the working capital available, we plan to make significant expenditures for online and mobile display advertising, event-based marketing and traditional offline advertising in connection with these initiatives, which may not be successful or cost-effective.  In the case of paid advertising generally, the policies of sellers and publishers of advertising may limit our ability to purchase certain types of advertising or advertise some of our products and services, which could affect our ability to compete effectively and, in turn, adversely affect our business, financial condition and results of operations.

 

In addition, search engines have increasingly expanded their offerings into other, non-search related categories, and have in certain instances displayed their own integrated or related product and service offerings in a more prominent manner than those of third parties within their search engine results. Continued expansion and competition from search engines could result in a substantial decrease in traffic to our websites, as well as increased costs if we were to replace free traffic with paid traffic, which would adversely affect our business, financial condition and results of operations.

 

Lastly, as discussed above, we also have and will enter into various arrangements with third parties in an effort to increase traffic, which arrangements are generally more cost-effective than traditional marketing efforts. If we are unable to renew existing (and enter into new) arrangements of this nature, sales and marketing costs as a percentage of revenue would increase over the long-term.

 

Any failure to attract and acquire new, and retain existing, traffic, users and customers in a cost-effective manner could adversely affect our business, financial condition and results of operations.

 

We are dependent on wireless service and device providers and infrastructure and information technology systems (cyber security).

 

We plan to make our application initially available only on Apple’s iOS. We are dependent on the interoperability of our products and services with popular devices, and mobile operating systems that we do not control. Any changes in such systems or devices that degrade the functionality of our products and services or give preferential treatment to competitive products or services could adversely affect usage of our products and services. Further, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In order to deliver high quality products and services, it is important that our products and services work with a range of operating systems and devices that we do not control. In addition, because our users access our products and services through mobile devices, we are particularly dependent on the interoperability of our products and services with mobile devices and operating systems. We may not be successful in developing or maintaining relationships with key participants in the mobile industry or in developing products or services that operate effectively with these operating systems and devices. In the event that it is difficult for our users to access and use our products and services on their mobile devices, our user growth and engagement could be harmed, and our business and operating results could be adversely affected.

 

We are heavily dependent and reliant on availability of technology from Apple (ios phones) and Google (android phones and geo locating services). Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition of the Company. In addition, significant implementation issues may arise if we consolidate and outsource certain computer operations and application support activities.

 

To the extent that our systems are an integral part of our customers’ business operations, it is critical for our customers that our systems provide a continued and uninterrupted performance. Customers may be dissatisfied by any system failure that interrupts our ability to provide services to them. Sustained or repeated system failures would reduce the attractiveness of our services significantly and could result in decreased demand for our services.

We rely in part on application marketplaces and Internet search engines to drive traffic to our products and services, and if we fail to appear high up in the search results or rankings, traffic to our platform could decline and our business and operating results could be adversely affected.

 

We will rely on application marketplaces, such as Apple’s App Store, to drive downloads of our mobile applications. In the future, Apple or other operators of application marketplaces may make changes to their marketplaces which may make access to our products and services more difficult. Our rankings in Apple’s App Store may also drop based on the size and diversity of our registered member and subscriber bases relative to those of our competitors; and the functionality of our application and the attractiveness of their features and our services and offerings generally to consumers relative to those of our competitors.

          

We may not be able to respond quickly enough to changes in technology and technological risks, and to develop our intellectual property into commercially viable products.

 

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly.

 

We have no current plans to pay dividends on our common stock and investors must look solely to stock appreciation for a return on their investment in us.

 

We do not anticipate paying any further cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

  

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

 

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

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

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

 

Item 3. Legal Proceedings.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

PART II

 

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

 

As of October 29, 2015, there were approximately 29 record owners of the Company's Common Stock. The Company's Common Stock is quoted on the OTC Markets Group OTCQB market.

 

Period				High*				Low*
	August 1, 2013 to October 31, 2013			$	0.090			$	0.020
	November 1, 2013 to January 31, 2014			$	0.400			$	0.110
	February 1, 2014 to April 30, 2014			$	0.170			$	0.060
	May 1, 2014 to July 31, 2014			$	0.220			$	0.060
	August 1, 2014 to October 31, 2014			$	0.430			$	0.080
	November 1, 2014 to January 31, 2015			$	0.290			$	0.050
	February 1, 2015 to April 30, 2015			$	0.190			$	0.030
	May 1, 2015 to July 31, 2015			$	0.550			$	0.030

 

* Prices have been adjusted to reflect the 1-for-50 reverse split effective January 19, 2013 and the 1:5 split effective April 30, 2015.

 

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. The Company has not paid any dividends and the Company does not have any current plans to pay any dividends.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

Item 6. Selected Financial Data.

 

Not applicable.

  

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

 

Forward Looking Statements

 

This annual report contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.  Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

 

Introduction

 

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

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

 

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

 

In May 2014, the Company entered into a letter of intent with Red Apple Pharm and appointed a representative of that company as an officer of the Company. Red Apple Pharm did not provide us with any financial information and on June 20, 2014, the letter of intent was terminated and Red Apple Pharm’s representative resigned.

 

On May 28, 2015, the Company entered into a license agreement (the “Agreement”) with eCommerce Technologies Inc. (“Licensor”), providing for the license by the Company of certain patented ecommerce technology (the “Licensed Technology”), under a non-exclusive right and license to market, use or sell the Licensed Technology and improvements thereto worldwide, subject to the patent coverage of the Licensed Technology. As of July 31, 2015, the Company has made a deposit of $10,000 with a remaining balance due on November 15, 2015, totaling $490,000.

 

Results Of Operations for the Year Ended July 31, 2015

 

We incurred a net loss of $436,128 during the year ended July 31, 2015, which included: general and administrative (G&A) costs of $65,283; research and development (R&D) expenses of $0; and amortization of beneficial conversion feature of $370,845.

 

2015 Compared to 2014

 

For the year ended July 31, 2015, our net loss increased to $436,128 from $70,969 for the same period ending July 31, 2014. Losses increased mainly due to the amortization of the beneficial conversion feature.

 

Plan of Operations

 

Commercial Initiatives

 

Work is in progress on the Instant Coupons app. INSTANT COUPONS is an all in one ecommerce platform that will allow consumers and businesses around the world to purchase and sell unlimited products and services. Consumers in every city worldwide will be able to instantly access coupons and discounts for local, national and international goods and services. Consumers complete their order online or show the coupon on their mobile device to the cashier at checkout to receive the savings with no need to print coupons. This will enable Merchant partners to pass on savings to consumers and reduce their costs by eliminating distributors, wholesalers and retailers and ship direct to the consumer.

 

Liquidity and Capital Resources

 

As of July 31, 2015, we had cash on hand of $0 and liabilities of $210,516, as compared with $664,958 at July 31, 2014; and our property plant and equipment decreased to $0 at July 31, 2015, as compared with $3,225 for 2014. Accounts payable and accrued expenses decreased at July 31, 2015 to $112,637 as compared with $276,676 at July 31, 2014, and advances and due to related parties decreased to $0 at July 31, 2015, as compared to $173,600 for 2014. Company expenses are currently paid for by a third party as the Company has no bank account.

 

At July 31, 2015, we had a working capital deficiency of $200,516 and a stockholders' deficit of $200,516.

 

We used net cash in operating activities of $0 in the year ended July 31, 2015, as compared with $0 in the comparable period in 2014, and cash flows used in investing activities was $0 in 2015 and $0 in 2014.

 

Since our incorporation, we have financed our operations through advances from our shareholders, and by payments made by a third party. We expect to finance operations through the sale of equity or other investments for the foreseeable future, as we do not receive significant revenue from our new business operations.  There is no guarantee that we will be successful in arranging financing on acceptable terms.

 

Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements for financing and we may not be able to find such financing if required.  Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

Our auditors are of the opinion that our continuation as a going concern is in doubt.  Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

 

Critical Accounting Issues

 

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on  various assumptions that are believed to be reasonable under the circumstances,  the results of which form the basis for making judgments about carrying values  of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 8. Financial Statements and Supplementary Data.

 

CYBER APPS WORLD INC.

(formerly CLEAN ENVIRO TECH CORP.)

 

FOR THE FISCAL YEAR ENDED

 

JULY 31, 2015

 

Index to Financial Statements

 

Reports of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of July 31, 2015 and  2014	F-2
Statements of Operations for Years Ended July 31, 2015 and July 31, 2014	F-3
Statement of Stockholders’ (Deficiency) for the Year Ended July 31, 2015 and July 31, 2014	F-4
Statements of Cash Flows for the Years Ended July 31, 2015 and  July 31, 2014	F-5
Notes to Financial Statements  for the Years Ended July 31, 2015 and 2014	F-6

 

SADLER GIBB REPORT

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have audited the accompanying balance sheets of Cyber Apps World, Inc. as of July 31, 2015 and 2014, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. Cyber Apps World, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cyber Apps World, Inc. as of July 31, 2015 and 2014, 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.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company did not have any revenues in 2015 and has a working capital deficit of $200,516 as of July 31, 2015 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Sadler, Gibb & Associates, LLC

 

Salt Lake City, UT

November 13, 2015

 

 

 

Cyber Apps World, Inc.
(formerly Clean Enviro Tech Corp.)
Balance Sheets
		July 31,				July 31,
		2015				2014
Assets
Current assets:
Deposits		$	10,000			$	—
Total current assets			10,000				—
Property and equipment, net			—				3,225
Total assets		$	10,000			$	3,225
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses		$	112,637			$	276,676
Advances			—				214,682
Convertible notes payable			29,767				—
Notes payable			68,112				—
Due to related parties			—				173,600
Total current liabilities			210,516				664,958
Commitments and contingencies
Stockholders' deficiency:
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding			—				—
Common stock, $.001 par value, 50,000,000 shares authorized as of July 31, 2015; 19,519,935 and 1,969,935 issued and outstanding at July 31, 2015 and 2014, respectively.			19,520				1,970
Additional paid-in capital			8,256,341				7,376,546
Retained deficit			(8,476,377	)			(8,040,249	)
Stockholders' deficiency			(200,516	)			(661,733	)
Total liabilities and stockholders' deficiency		$	10,000			$	3,225

 

See accompanying notes to audited financial statements

 

 

Cyber Apps World, Inc.
(formerly Clean Enviro Tech Corp.)
Statements of Operations
		For the Years Ended
		July 31,
		2015				2014
Net sales		$	—			$	—
Operating expenses:
General and administrative			65,283				64,509
Research and development			—				6,460
Loss from operations			(65,283	)			(70,969	)
Other (expenses)/income
Amortization of beneficial conversion feature			(370,845	)			—
Net loss before provision for (benefit from) income taxes			(436,128	)			(70,969	)
Provision for (benefit from) income taxes			—				—
Net loss		$	(436,128	)		$	(70,969	)
Net loss per common share - basic and diluted		$	(0.04	)		$	(0.04	)
Weighted average number of common shares outstanding - basic and diluted			11,153,634				1,969,949

 

 

See accompanying notes to audited financial statements

 

 

Cyber Apps World, Inc.
(formerly Clean Enviro Tech Corp.)
Statement of Stockholders' Deficiency
						Common				Additional
		Number of				Shares				Paid								Total
		Common				$0.001 Par				in				Retained				Stockholders'
		Shares				Value				Capital				Deficit				(Deficit)
Balance, July 31, 2013			1,969,935			$	1,970			$	7,376,546			$	(7,969,280	)		$	(590,764	)
Net loss			—				—				—				(70,969	)			(70,969	)
Balance, July 31, 2014			1,969,935			$	1,970			$	7,376,546			$	(8,040,249	)		$	(661,733	)
Common stock issued for debt conversion			17,550,000				17,550				879,795				—				897,345
Net loss			—				—				—				(436,128	)			(436,128	)
Balance, July 31, 2015			19,519,935			$	19,520			$	8,256,341			$	(8,476,377	)		$	(200,516	)

 

See accompanying notes to audited financial statements

 

Cyber Apps World, Inc.
(formerly Clean Enviro Tech Corp.)
Statements of Cash Flows
		For the Years Ended
		July 31,
		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(436,128	)		$	(70,969	)
Adjustments to reconcile net loss to net cash utilized by operating activities
Depreciation			3,225				1,289
Loss on disposal of property and equipment			—				—
Amortization of beneficial conversion feature			370,845				—
Expenses and deposit paid on the Company's behalf by a third party			58,112				64,816
Increase (decrease) in cash flows from changes in operating assets and liabilities
Accounts payable and accrued expenses			3,946				4,864
Net cash used in operating activities			—				—
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities			—				—
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities			—				—
CHANGE IN CASH AND CASH EQUIVALENTS
Net decrease in cash and cash equivalents			—				—
Cash and cash equivalents at beginning of year			—				—
Cash and cash equivalents at end of year		$	—			$	—
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the year for:
Interest		$	—			$	—
Income taxes		$	—			$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Convertible notes issued for debt and liabilities		$	556,267			$	—
Common shares issued for convertible debt		$	526,500			$	—
Beneficial conversion feature discount		$	370,845			$	—

 

See accompanying notes to audited financial statements 

 

CYBER APPS WORLD, INC.

(formerly CLEAN ENVIRO TECH CORP.)

 

NOTES TO FINANCIAL STATEMENTS

July 31, 2015 and 2014

 

Note 1. Financial Statement Presentation

 

General 

 

Cyber Apps World Inc. (the “Company” or “Cyber”) following the merger with the Company’s wholly-owned subsidiary on December 24, 2012 (formed for the sole purpose of merging with its parent), have discontinued the further development of the lithium batteries technology licensed from Terra Inventions Corp. (formerly Clean Enviro Tech Corp.) (“Terra”), the Company’s former parent. Consultants for the Company have stopped work on the solar concentrating electric power generating system. The Company has some physical assets remaining from the lithium battery and solar power system work that are currently in storage. The Company has redirected the focus and intends to develop and acquire a worldwide e-commerce internet platform in which revenues will be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7). We have determined not to continue work on the residential Solar Concentrating, Electric Power Generation Systems or the lithium batteries at this time.  

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 Company’s financial statements for the year ended July 31, 2015, 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 2015 and as of July 31, 2015, there was a working capital deficit of $200,516. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

 

Since its incorporation, the Company financed its operations almost exclusively through advances from its controlling shareholders. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its new business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

 

The Company's ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Note 2. Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

			Lives
Furniture and Fixtures			10 years
Software			3-5 years
Computers			5 years

 

Evaluation of Long-Lived Assets

 

The Company reviews property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. The Company is looking for space to work and store equipment for both battery development and solar dish.

 

Advertising

 

Advertising costs are generally expensed and are included in selling, general and administrative expenses. Total advertising expenditures for the years ended July 31, 2015 and 2014, were approximately $0 and $0, respectively.

 

Research and Development

 

The Company is currently a research and development (“R&D”) stage company and therefore the Board of Directors has not set a budget for R&D. However, all projects and purchases must be approved before being started or purchased. For the years ending July 31, 2015 and 2014, R&D consisted of parts, salaries, and payroll taxes, which amounted to $0 and $6,460, respectively.

 

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 convertible notes payable which equate to 992,233 potential common shares outstanding, and no other options, warrants or other convertible instruments that could affect the calculated number of shares.

 

Income Taxes

 

Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

 

Effects of Recent Accounting Pronouncements

 

The Company has elected early adoption of Accounting Standard Update (ASU) 2014-10, Topic 915, Development Stage Entities, Elimination of Certain Financial Reporting Requirements. ASU 2014-10 removes all incremental financial reporting requirements for development stage entities, including, but not limited to, inception-to-date financial information included on the statements of operations, statements of stockholders’ equity (deficit) and statements of cash flows. As a result of the Company’s early adoption, all references to the Company as a development stage entity have been removed. The adoption of this pronouncement has no impact on the Company’s financial position, results of operations or liquidity.

  

Note 3. Property and Equipment

 

Property and equipment at consists of:

 

		July 31,
		2015				2014
Equipment		$	131,455			$	131,455
Less: Accumulated depreciation			(131,455	)			(128,230	)
Property and equipment, net		$	0			$	3,225

 

Depreciation expense for the years ended July 31, 2015 and 2014, was $3,225 and $1,289, respectively.

 

Note 4. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at July 31, 2015 and 2014 consisted of:

 

		July 31,
		2015				2014
Accounts payable		$	67,494			$	233,585
Wages, paid leave and payroll related taxes			45,143				43,091
Total		$	112,637			$	276,676

 

Note 5. Convertible Notes Payable and Due to Related Party

 

At July 31, 2014, the Company owed Frontline $214,682 from debt assumed in 2012, recorded on the balance sheet as Advances. Various advances from the same party for operating expenses since that time have been booked as accounts payable. During the years ended July 31, 2015 and 2014, the Company received advances totaling $68,112 and $18,893, respectively; and made payments of $0 and $0, respectively. The assigned debt and any subsequent debt we incur is interest free. No term has been set for repayment and no payment is expected until the Company has begun to become a profitable venture.

 

On January 20, 2015, the Company consolidated Frontline’s liabilities consisting of accounts payable of $167,985, Due to Related Parties of $173,600 and Advances of $214,682 by executing a convertible promissory note for a total amount of $556,267. The loan bears no interest and is due upon demand. The debt is convertible at $0.03 per share (post-split). This resulted in a debt discount from the beneficial conversion feature of $370,845 for the intrinsic value of the beneficial conversion feature. This discount was fully amortized during the period, due to the fact that the convertible note is due on demand.

 

On January 22, 2015 Frontline assigned $526,500 of the convertible note to non-related parties totaling $468,000 and $58,500 to a related party after which the conversion option for the full $526,500 was exercised, resulting in the issuance of 17,550,000 shares of common stock (post-split).

 

In March 2015, the Company executed two promissory notes with Frontline totaling $32,030. The promissory note for $8,475 bears no interest and is due in March 2018. The promissory note for $23,445 bears no interest and is due upon demand.

 

In May 2015, the Company executed a promissory note with Frontline totaling $16,983 bears no interest and is due upon demand.

 

In August 2015, the Company executed a promissory note with Frontline totaling $8,599 bears no interest and is due upon demand.

  

As of July 31, 2015, after the consolidation of these liabilities of $468,000 assignment to third parties and $58,500 to a related party shareholder and subsequent conversion, the balance of convertible notes is $29,767 and notes payable is $68,112.

 

Note 6. Notes Payable – Related Party

 

On December 15, 2010, the Company issued a non-interest bearing, due on demand, promissory note to Mehboob Charania, (former chief executive and principal financial officer) for which it has received advances of $173,600 and repaid $0. The transaction amounts are reported as current due to the fact that they are due upon demand.

 

On November 1, 2014, the note was assigned to Frontline Asset Management (“Frontline”) and was converted into shares of the Company’s common stock in January 2015.

 

Note 7. Common Stock

 

Effective April 2,2015, the Company filed with Secretary Of State of Nevada a Certificate of Change that affected a 1:5 reverse split in the Company’s outstanding common stock and a reduction of our authorized common stock to 50,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.

 

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

 

Note 8. Net Loss Per Common Share

 

Loss per share is computed based on the weighted average number of shares outstanding during the year. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options, warrants or other convertible instruments that could affect the calculated number of shares.

 

The following table sets forth the reconciliation of the basic and diluted net loss per common share computations for the years ended July 31, 2015 and 2014.

 

		Year Ended												Year Ended
		July 31, 2015												July 31, 2014
		Income				Shares				Per-Share				Income				Shares				Per-Share
			(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
Net Income (Loss)		$	(436,128	)										$	(70,969	)
Basic EPS			(436,128	)			11,153,634				(0.04	)			(70,969	)			1,969,949				(0.04	)
Effect of dilutive securities			—				—
Diluted EPS		$	(436,128	)			11,153,634				(0.04	)		$	(70,969	)			1,969,949				(0.04	)

 

Note 9. Income Taxes

 

At July 31, 2015, 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 2, 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 $2.9 million and $2.8 million at July 31, 2015 and July 31, 2014, respectively. The statutory tax rate is 35% and the effective tax rate is zero.

 

Components of net deferred tax assets, including a valuation allowance, are as follows at July 31, 2015 and 2014:

 

		2015				2014
Deferred tax assets:
Net operating loss carryforward		$	2,900,000			$	2,800,000
Total deferred tax assets			2,900,000				2,800,000
Less: Valuation allowance			(2,900,000	)			(2,800,000	)
Net deferred tax assets		$	—			$	—

 

The valuation allowance for deferred tax assets as of July 31, 2015 was $2.9 million which will begin to expire in 2024.  In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.  As a result, management determined it was more likely than not the deferred tax assets would not be realized as of July 31, 2015 and maintained a full valuation allowance.

 

Reconciliation between the statutory rate and the effective tax rate is as follows at July 31, 2015 and 2014:

 

		2015				2014
Federal statutory rate			(35.0	)%			(35.0	)%
State taxes, net of federal benefit			(0.00	)%			(0.00	)%
Change in valuation allowance			35.0	%			35.0	%
Effective tax rate			0.0	%			0.0	%

 

Under current tax laws, the cumulative operating losses incurred amounting to approximately $8.5 million and $8 million at July 31, 2015 and July 31, 2014 respectively, will begin to expire in 2025.

 

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 10. Commitments and Contingencies

 

On May 30, 2014 Gordon F. Lee was appointed as CEO. The Company signed a letter of intent with Red Apple Pharm and was conducting due diligence. Red Apple Pharm never provided financials. On June 20, 2014 Mr. Lee resigned. The letter of intent had a $20,000 monthly salary for Mr. Lee. After his resignation Mr. Lee sent an invoice for salary and expenses totaling $69,127.17. The company disputes this amount and Mr. Lee received the initial $2,500 payment, no other payment has been made to date of this filing.  Mr. Lee was notified at the time of his appointment that no expenses or commitments should be made on behalf of the corporation without the consent of the board of directors.

 

Note 11. Licenses Agreement

 

On May 28, 2015, the Company entered into a license agreement (the “Agreement”) with eCommerce Technologies Inc. (“Licensor”), providing for the license by the Company of certain patented ecommerce technology (the “Licensed Technology”), under a non-exclusive right and license to market, use or sell the Licensed Technology and improvements thereto worldwide, subject to the patent coverage of the Licensed Technology. As of July 31, 2015, the Company has made a deposit of $10,000 with a remaining balance due on November 15, 2015, totaling $490,000. Through the date of this filing, the balance remains outstanding.

 

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

 

 None

 

Item 9A. Controls and Procedures.

 

 As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and  procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2015, 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 July 31, 2015. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. Management concluded in this assessment that as of July 31, 2015, our internal control over financial reporting is not effective.

 

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of our 2015 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None

 

PART III

 

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

 

Our executive officers and directors and their respective ages as of October 29, 2015 are as follows:

 

Name		Age				Office
Liudmilla Voinarovska			36			President, Chief Executive Officer, Treasurer, Secretary, and Director

 

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

 

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

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

 Section 16(A) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than five  percent (5%) of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended July 31, 2015, all such filing requirements applicable to its officers and directors were complied with, except that Liudmilla Voinarovska was required to file a Form 3 within 10 days of her election on June 15, 2012 as a director of the Company, which Form has not yet been filed.

  

Item 11. Executive Compensation.

 

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

 

Name and Principal Position (a)		Year (b)				Salary $ (c)				Bonus $ (d)				Stock Awards $ (e)				Option  Awards $ (f)				Non-Equity Incentive Plan Compensation $ (g)				Change in Pension Value and Nonqualified Deferred Compensation Earnings $ (h)				All Other Compensation (i)				Total
Liudmilla Voinarovska, President and Chief Executive Officer			2015			$	—			$	—			$	—			$	—			$	—			$	—			$	—				-0-
			2014				—				—				—				—				—				—				—				-0-

 

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

 

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

  

Director Compensation

 

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay our directors any fees or other compensation in the year ended July 31, 2015.

 

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

  

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

 

The following table sets forth, as October 29, 2015, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

 

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Class
0975456 BC LTD.		1,950,000 Common Shares			9.99
252 – 2416 Main Street
Vancouver, BC Canada
Artic Orchards		1,950,000 Common Shares			9.99
5905 SW 117 St
Coral Gables, FL
Datanet Holdings Inc		1,950,000 Common Shares			9.99
66 Ngara Flats
Nairobi, Kenya
Platinum Capital Holdings		2146000 Common Shares			10.9
2602 S Grand Canyon Drive
Las Vegas, NV
Rye Holdings		1,950,000 Common Shares			9.99
2120 Cedar Ave
Las Vegas, NV
Stockbridge		1,950,000 Common Shares			9.99
76 Marlyn Ct
Calgary, AB Canada
Transglobal Asset Management		1,950,000 Common Shares			9.99
1000 N Nellis S-138
Las Vegas, NV

(1) Based on 19,519, 935 shares of common stock issued and outstanding as of October 29, 2015.

 

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

 

On October 2, 2012, Frontline obtained the receivable from Terra in the amount of $708,602. On November 1, 2012, $493,920 was converted into Common Shares, leaving a balance due to Frontline of $214,682. At July 31, 2015 and July 31, 2014, the Company owed Frontline $87,879 and $326,852, respectively.

 

As were the terms with Terra, the assigned debt to Frontline continues to be, as does any subsequent debt we incur, interest free. No term has been set for repayment and no payment is expected until the Company has begun to become a profitable venture. During the year ended July 31, 2015, the Company had convertible debt of $29,767 and notes payable totaling $68,112 with Frontline.

  

Item 14. Principal Accountant Fees and Services.

 

(1) Audit Fees.

 

The aggregate fees billed by Sadler Gibb & Associates for professional services rendered for the audit of our financial statement filed as part of our 2015 Form 10-K filing and for review of our interim financial statements filed as part of our quarterly Form 10-Q filings for the fiscal years ended July 31, 2015 and the quarterly 10-Q filings for the fiscal year ended July 31, 2015, are $17,000.

 

(2) Audit-Related Fees.

 

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

 

(3) Tax Fees.

 

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

 

(4) All Other Fees.

 

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

 

(5) It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.

 

(6) Not applicable.

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.		Description
3.1		Articles of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 7, 2003.)
3.1a		Articles of Merger, effective May 12, 2008, providing for the merger of Superlattice Power, Inc., a wholly-owned subsidiary of the Company into the Company. (Incorporated herein by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K, filed October 29, 2008.)
3.1b		Certificate of Change, effective October 19, 2009, providing for a 3-for-1 stock split and increase in authorized common stock.  (Incorporated herein by reference to Exhibit 3.1b to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009).
3.1c		Articles of Merger, filed April 7, 2011, between Sky Power Solutions Corp. and Superlattice Power, Inc. (Incorporated by reference to Exhibit 3.1c to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
3.1d		Certificate of Change, effective April 26, 2011, providing for a 300-for-1 reverse stock split and decrease in authorized common stock.  (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
3.1e		Certificate of Amendment to Articles of Incorporation, filed June 6, 2011. (Incorporated by reference to Exhibit 3.1e to the Company’s Current Report on Form 8-K, filed with the Commission on June 8, 2011.)
3.1f		Certificate of Amendment to Articles of Incorporation, filed September 12, 2012. (Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on September 17, 2012.)
3.lg		Certificate of Change, filed December 24, 2012. (Incorporated by reference to Exhibit 3.1g to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2013.)
3.1h		Certificate of Merger with subsidiary, filed December 24, 2012, amending Articles of Incorporation of Company to change the name of the Company to Clean Enviro Tech Corp. (Incorporated by reference to Exhibit 3.1h to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2013.)
3.1i		Certificate of Amendment to Articles of Incorporation, filed effective January 20, 2015.  (Incorporated by reference to Exhibit 3.1i to the Company’s Current Report on Form 8-K, filed with the Commission on January 22, 2015.)

3.1j		Articles of Merger with Subsidiary Amending Articles of Incorporation to change name of Company to Cyber Apps World Inc., filed April 9, 2015. (Incorporated by reference to Exhibit 3.1c to the Company’s Current Report on Form 8-K, filed with the Commission on May 5, 2015.)
3.1k		Certificate of Change corrected, filed April 8, 2015. . (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on May 5, 2015.)
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.)

 

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

 

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

 

	SEC Ref. No.			Title of Document
	101.	INS		XBRL Instance Document
	101.	SCH		XBRL Taxonomy Extension Schema Document
	101.	CAL		XBRL Taxonomy Calculation Linkbase Document
	101.	DEF		XBRL Taxonomy Extension Definition Linkbase Document
	101.	LAB		XBRL Taxonomy Label Linkbase Document
	101.	PRE		XBRL Taxonomy Presentation Linkbase Document

 

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

SIGNATURES

 

In accordance with  Section 13 or 15(d) of the Exchange  Act,  the  registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		Cyber Apps World Inc.
By:		/s/ Liudmilla Voinarovska
		Chief Executive Officer and Principal Financial Officer
		Date: November  13, 2015

 

In  accordance  with the  Securities  Exchange  Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:		/s/ Liudmilla Voinarovska
		Liudmilla Voinarovska
		(President, Chief Executive Officer and Director)
		Date: November 13, 2015

 

 

EXHIBIT INDEX

 

31		Certification  of  Chief Executive Officer and Principal  Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section  1350,  as Adopted  Pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002.