UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

(Mark One)  

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended January 31, 2016

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)		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 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 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, or a smaller reporting company. (Check One):

 

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

 

On March 21, 2016, there were 19,519,935 shares of common stock outstanding.

 Table of Contents

 

		Page No.
PART I. FINANCIAL INFORMATION
ITEM 1 - Unaudited Financial Statements			1
Balance Sheets as of January 31, 2016 and July 31, 2015 (Unaudited)			1
Statements of Operations for the Three and Six Months Ended January 31, 2016 and 2015 (Unaudited)			2
Statements of Cash Flows for the Six Months Ended January 31, 2016 and 2015 (Unaudited)			3
Notes to Unaudited Financial Statements			4-5
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations			6-8
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk			8
ITEM 4 - Controls and Procedures			8
PART II. OTHER INFORMATION			9
ITEM 6 – Exhibits			9

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Unaudited Financial Statements

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company's Annual Report on Form 10K for the year ended July 31, 2015. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

The results of operations for the six months ended January 31, 2016 and 2015 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

Cyber Apps World, Inc.

(formerly Clean Enviro Tech Corp.)

Balance Sheets

(unaudited)

		Jaunary 31,				July 31,
		2016				2015
Assets
Current assets:
Deposits		$	10,000			$	10,000
Total current assets			10,000				10,000
Web development costs, net			3,000				—
Total assets		$	13,000			$	10,000
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses		$	117,472			$	112,637
Convertible notes payable			29,767				29,767
Notes payable			100,563				68,112
Total current liabilities			247,802				210,516
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;
19,519,935 and 19,519,935 issued and outstanding at January 31, 2016 and July 31, 2015
respectively.			19,520				19,520
Additional paid-in capital			8,256,341				8,256,341
Retained deficit			(8,510,663	)			(8,476,377	)
Stockholders' deficiency			(234,802	)			(200,516	)
Total liabilities and stockholders' deficiency		$	13,000			$	10,000

 

See accompanying notes to unaudited financial statement

 

Cyber Apps World, Inc.

(formerly Clean Enviro Tech Corp.)

Statements of Operations

(unaudited)

 

		For the Three Months Ended								For the Six Months Ended
		January 31								January 31
		2016				2015				2016				2015
Net sales		$	—			$	—			$	—			$	—
Operating expenses:
General and administrative			18,602				23,990				34,286				33,142
Loss from operations			(18,602	)			(23,990	)			(34,286	)			(33,142	)
Other (expenses)/income
Amortization of beneficial conversion feature			—				(370,845	)			—				(370,845	)
Net loss before provision for (benefit from) income taxes			(18,602	)			(394,835	)			(34,286	)			(403,987	)
Provision for (benefit from) income taxes			—				—				—				—
Net loss		$	(18,602	)		$	(394,835	)		$	(34,286	)		$	(403,987	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.02	)		$	(0.00	)		$	(0.03	)
Weighted average number of common shares outstanding – basic and diluted			19,519,935				19,376,764				19,519,935				14,607,743

 

 

See accompanying notes to unaudited financial statement. 

 

 

Cyber Apps World, Inc.

(formerly Clean Enviro Tech Corp.)

Statements of Cash Flows

(unaudited)

For the Six Months Ended        

 

		January 31,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(34,286	)		$	(403,987	)
Adjustments to reconcile net loss to net cash utilized by operating activities
Depreciation			—				645
Amortization of beneficial conversion feature			—				370,845
Expenses paid on the Company's behalf by a third party			32,451				32,550
Increase (decrease) in cash flows from changes in operating assets and liabilities
Prepaid expenses and other current assets			—				—
Accounts payable and accrued expenses			4,835				(53	)
Net cash used in operating activities			3,000				—
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to deposit			(3,000	)			—
Net cash used in investing activities			(3,000	)			—
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 unaudited financial statement. 

 

Cyber Apps World Inc.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of and for the Three and Six Months Ended January 31, 2016

(unaudited)

 

Note 1. Summary of Significant Accounting Policies

 

Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World for the year ended July 31, 2015 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2016.

  

Going Concern - The Company’s financial statements for the period ended January 31, 2016, 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 and as of January 31, 2016, there was a working capital deficit of $237,802. 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. The Company expects to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

 

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

 

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2015. There were no significant changes to these accounting policies during the six months ended January 31, 2016 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

 

Website Development Costs - The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. The Company is still developing its website and plans to launch the website in April 2016 and will commence amortization once the website is placed in service.

 

The Company capitalized website costs of $3,000 and $-0- during the six months ended January 31, 2016 and 2015, respectively. Amortization expenses of $-0- and $-0- during the six months ended January 31, 2016 and 2015, respectively.

 

Note 2. Deposit

 

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 for a period of five years, subject to the patent coverage of the Licensed Technology. On November 15, 2015, the parties agreed to extend the due date from November 15, 2015 to February 15, 2016. On February 15, 2016, the parties agreed to extend the due date to June 30, 2016.

 

As of July 31, 2015, the Company has made a deposit of $10,000 with a remaining balance due on June 30, 2016, totaling $490,000. Through the date of this filing, the balance remains outstanding.

 

Note 3. Website

 

During the six months ended January 31, 2016, the Company had $3,000 in website development costs related to the licensed technology. The Company is still developing the website and has not placed in service. Amortization will commence once the website is placed in service over a three year useful life.

 

Note 4. Common Stock

 

Effective March 1, 2016, the Company stock has been moved from being listed on OTCQB to the Pink Sheets.

 

Note 5. 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, except for $29,767 of debt that is convertible into common stock at approx. $0.02 per share (post split). If all of the debt is converted with common share equivalents would be 1,488,350 (post split).

 

Note 6. Convertible Notes Payable and Notes Payable

 

As of January 31, 2016, the Company has a balance of convertible notes is $29,767 which is convertible into common stock at approx. $0.02 per share (post split). If all of the debt is converted it would be 1,488,350 (post split). The debt is due upon demand and bears 0% interest.

 

As of January 31, 2016, the Company has several notes payable totaling $100,563 of which $92,088 is due upon demand and bears 0% interest and $8,475 is due on March 1, 2016 and bears 0% interest.

 

Note 7. Subsequent Events

 

On February 15, 2016, the Company and eCommerce Technologies Inc. agreed to extend the due date from February 15, 2016 to June 30, 2016 for the balance due of $490,000.

 

ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

 

Forward Looking Statements

 

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

 

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. They had sixty days to provide their financial records and completion of due diligence. Gordon F. Lee was appointed as CEO on May 30, 2014. The Company didn’t receive financials. On June 20, 2014 Mr. Lee 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 for a period of five years, 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 February 15, 2016, totaling $490,000. On February 15, 2016, the Company and eCommerce Technologies Inc. agreed to extend the due date from February 15, 2016 to June 30, 2016 for the balance due of $490,000.

  

 Results of Operations for the Three and Six months Ended January 31, 2016 and 2015

 

We incurred a net loss of $18,602 during the three months ended January 31, 2016, which included: general and administrative (G&A) costs of $18,602 compared to the three months ended January 31, 2015, which included: general and administrative (G&A) costs of $23,990 and interest expense related to beneficial conversion feature of $370,845.

 

We incurred a net loss of $34,286 during the six months ended January 31, 2016, which included: general and administrative (G&A) costs of $34,286 compared to the six months ended January 31, 2015, which included: general and administrative (G&A) costs of $33,142 and interest expense related to beneficial conversion feature of $370,845.

 

2016 Compared to 2015

 

Our net loss for the six months ended January 31, 2016 decreased to $34,286 from $403,987 for the same period ending January 31, 2015. The decrease was primarily due to a decrease in interest expense related to beneficial conversion feature of $370,845. The general and administrative expenses increased to $34,286 from $33,142 due to normal fluctuations in business operations.

 

Plan of Operations

 

We are developing mobile applications (“Apps”) to make available to subscribers for several programs. The first beta app to be released will be 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.

 

Liquidity and Capital Resources

 

As of January 31, 2016, we had cash on hand of $0 and liabilities of $247,802 as compared with liabilities of $210,516 at July 31, 2015. Accounts payable and accrued expenses increased at January 31, 2016, to $117,472 as compared with $112,637 at July 31, 2015 and notes payable were $100,563 at January 31, 2016, as compared to $68,112 at July 31, 2015.

 

At January 31, 2016, we had a working capital deficiency of $237,802 and a stockholders' deficit of $234,802.

 

We net cash provided by operating activities of $3,000 in the six months ended January 31, 2016, as compared with $0 in the comparable period in 2015, and cash flows used in investing activities for the purchase of website was $3,000 during 2016 and $0 in 2015.

 

Since our incorporation, we have financed our operations almost exclusively through advances from our controlling shareholders. 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 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.

 

Commodity Price Risk – The raw materials for manufacturing our batteries could be affected by changes in the commodities markets, and if we commence manufacturing our own lithium ion batteries, we could be subject to this risk.

 

ITEM 4. Controls and Procedures.

 

As of the end of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures are not effective in timely alerting her to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Quarterly Report on Form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 

PART II. OTHER INFORMATION 

 

ITEM 6. Exhibits

 

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.
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 Quarterly Report on Form 10-Q 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

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		CLEAN ENVIRE SOLUTIONS CORP.
By:		/s/ Liudmilla Voinarovska
		Chief Executive Officer and Principal Financial Officer
		Date: March 29, 2016