cyap_10ka.htm

0001230524true--07-31FY2023false6900Cyber Apps World, Inc. (the “Company”), recently learned that, despite representations and statements to the contrary, Ahmed & Associates, P.C. (“AAPC”), the accounting firm that the Company had retained as its independent registered accounting firm with respect to the audit of its financial statements for the year ended July 31, 2023 (the “2023 Financials”), was not registered with the Public Company Accounting Oversight Board (the “PCAOB”), as required by the rules and regulations adopted by the Securities and Exchange Commission. Accordingly, the Company is amending Item 8 of this Annual Report on Form 10-K for the year ended July 31, 2023 (the “Form 10-K”) to delete the report of AAPC with respect to the 2023 Financials and it indicate that the 2023 Financials are unaudited. The Company has retained an independent public accounting firm registered with PCAOB and plans as soon as practicable to further amend the Form 10-K to provide for 2023 Financials audited by such firm.0.001100000001000001000001000000.0011272917807616147

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

Classification		Estimated Useful Lives
Furniture and Fixtures		10 years
Software		3-5 years
Computers		5 years

100000Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”) for consideration of approximately $398,400. In the change in control transaction, Zenith Energy acquired 99.87% of the voting power of the Company00012305242022-08-012023-07-3100012305242023-07-012023-07-070001230524us-gaap:SubsequentEventMember2023-08-012023-08-230001230524cyberapps:FUTAMember2022-08-012023-07-310001230524cyberapps:SUTAMember2022-08-012023-07-310001230524cyberapps:IRSMember2022-08-012023-07-310001230524cyberapps:NCWithholdingMember2022-08-012023-07-310001230524us-gaap:SeriesAPreferredStockMembercyberapps:ZenithEnergyMember2023-08-012023-08-230001230524us-gaap:SeriesAPreferredStockMembercyberapps:ZenithEnergyMember2023-08-230001230524us-gaap:SeriesAPreferredStockMembercyberapps:JanBellaGroupMember2023-07-012023-07-060001230524us-gaap:SeriesAPreferredStockMembercyberapps:JanBellaGroupMember2023-07-060001230524us-gaap:SeriesAPreferredStockMember2023-07-012023-07-060001230524us-gaap:SeriesAPreferredStockMember2022-06-230001230524us-gaap:SeriesAPreferredStockMember2023-07-012023-07-070001230524us-gaap:SeriesAPreferredStockMember2023-01-012023-01-310001230524cyberapps:CommonStocksMember2021-08-012022-07-310001230524cyberapps:CommonStocksMember2022-08-012023-07-310001230524us-gaap:SeriesAPreferredStockMember2023-08-230001230524cyberapps:CommonStocksMember2013-01-180001230524cyberapps:CommonStocksMember2022-07-310001230524cyberapps:CommonStocksMember2021-10-310001230524cyberapps:CommonStocksMember2021-08-180001230524cyberapps:CommonStocksMember2013-01-012013-01-180001230524srt:MaximumMember2023-07-310001230524us-gaap:ConvertibleNotesPayableMember2022-07-310001230524us-gaap:ConvertibleNotesPayableMember2023-07-310001230524srt:MinimumMember2023-07-310001230524us-gaap:GoodwillMember2022-07-310001230524us-gaap:GoodwillMember2023-07-310001230524us-gaap:ComputerEquipmentMember2022-08-012023-07-310001230524us-gaap:SoftwareDevelopmentMember2022-08-012023-07-310001230524us-gaap:FurnitureAndFixturesMember2022-08-012023-07-310001230524us-gaap:RetainedEarningsMember2023-07-310001230524us-gaap:AdditionalPaidInCapitalMember2023-07-310001230524us-gaap:CommonStockMember2023-07-310001230524us-gaap:PreferredStockMember2023-07-310001230524us-gaap:RetainedEarningsMember2022-08-012023-07-310001230524us-gaap:PreferredStockMember2022-08-012023-07-310001230524us-gaap:AdditionalPaidInCapitalMember2022-08-012023-07-310001230524us-gaap:CommonStockMember2022-08-012023-07-310001230524us-gaap:RetainedEarningsMember2022-07-310001230524us-gaap:AdditionalPaidInCapitalMember2022-07-310001230524us-gaap:CommonStockMember2022-07-310001230524us-gaap:PreferredStockMember2022-07-310001230524us-gaap:RetainedEarningsMember2021-08-012022-07-310001230524cyberapps:SharesToBeIssuedMember2021-08-012022-07-310001230524us-gaap:PreferredStockMember2021-08-012022-07-310001230524us-gaap:AdditionalPaidInCapitalMember2021-08-012022-07-310001230524us-gaap:CommonStockMember2021-08-012022-07-3100012305242021-07-310001230524us-gaap:RetainedEarningsMember2021-07-310001230524cyberapps:SharesToBeIssuedMember2021-07-310001230524us-gaap:AdditionalPaidInCapitalMember2021-07-310001230524us-gaap:CommonStockMember2021-07-3100012305242021-08-012022-07-3100012305242022-07-3100012305242023-07-3100012305242023-01-31iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:purecyberapps:integer

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes ☒ No

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒ Yes ☐ No

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

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

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

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

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

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, 2023 was $78,794 based on the closing price of the issuer's common stock on January 31, 2023, the last business day of the registrant's most recently completed second fiscal quarter.

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

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

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

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

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

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of July 31, 2023 (unaudited), and 2022		F-3

Consolidated Statements of Operations for Years Ended July 31, 2023 (unaudited), and 2022		F-4

Consolidated Statement of Stockholders' Deficiency for the Years Ended July 31, 2023 (unaudited), and 2022		F-5

Consolidated Statements of Cash Flows for the Years Ended July 31, 2023 (unaudited), and 2022		F-6

Notes to Consolidated Financial Statements for the Years Ended July 31, 2023 (unaudited), and 2022		F-7

	2023		2022
ASSETS	(unaudited)
Current assets
Cash	$	3	$	320
Prepaid expenses		-		7,652
Total current assets		3		7,972

Other assets
Software development		488,696		414,753
Total other assets		488,696		414,753
Total assets	$	488,699	$	422,724

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	45,596		$	117,769
Total current liabilities		45,596			117,769
Non-current liabilities
Convertible notes payable		180,686			77,200
Loan payable		11,597			11,597
Total non-current liabilities		192,283			88,797
Total liabilities		237,879			206,566

Commitments and contingencies (Note 7)

Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of July 31, 2023 and 2022		100			100
Common stock: $0.001 par value, 250,000,000 authorized, 1,272,917 issued and outstanding as of July 31, 2023 and 5,000,000,000 authorized, 807,616,147 issued and outstanding as of July 31, 2022, respectively		506,755			444,701
Additional paid-in capital		10,624,138			10,654,292
Accumulated deficit		(10,880,173	)		(10,882,935	)
Total stockholders' equity		250,820			216,158

Total liabilities and stockholders' equity	$	488,699		$	422,724

	2023			2022
	(unaudited)
Revenue	$	-		$	11

Operating expenses
General and administrative expenses		74,029			1,498,322
Total operating expenses		74,029			1,498,333

Operating loss		(74,029	)		(1,498,322	)

Other income(expense)
Interest expense		(923	)
Gain on write off of liabilities		77,714
Total other income (expense)		76,791

Net income (loss)	$	2,762		$	(1,498,322	)

Basic and diluted net income (loss) per common share	$	0.00		$	0.00
Basic and diluted weighted average common shares outstanding		1,272,917			807,616,147

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

	Preferred Stock					Common Stock						Additional Paid-in			Shares to be			Accumulated
	Shares		Amount			Shares			Amount			Capital			Issued			Deficit			Total
Balance, July 31, 2021			$			$	388,986,268		$	39,079		$	10,384,113		$	23,000		$	(9,388,089	)	$	1,058,103
Cancellation of shares as of January 31, 2022							(141,000,000	)		(14,100	)											(14,100	)
Common stock issued for cash							559,629,879			419,722			270,179									689,901
Preferred stock issued				100																		100
Shares to be issued		100,000														(23,000	)					(23,000	)
Other																			3,465			3,465
Net loss for the period ended July 31, 2022																			(1,498,311	)		(1,498,311	)
Balance, July 31, 2022		100,000	$	100		$	807,616,147		$	444,701		$	10,654,292		$			$	(10,882,935	)	$	216,158
															$
Balance, July 31, 2022		100,000	$	100		$	807,616,147		$	444,701		$	10,654,292					$	(10,882,935	)	$	216,158
Issuance of common stock							98,045,405			62,052			(30,152	)								31,900
Preferred stock issued		200,000		200																		200
Cancellation of common stock							(904,390,639	)
Cancellation of preferred stock		200,000		(200	)																	(200	)
Round up shares							2,004			2			(2	)
Net income for the period ended July 31, 2023																			2,762			2,762
Balance, July 31, 2023		500,000	$	100			1,272,917		$	506,755			10,624,138		$			$	(10,880,173	)	$	250,820

	2023			2022
Cash flows from operating activities:	(unaudited)
Net income (loss)	$	2,762		$	(1,498,322	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment loss					1,350,000
Changes in assets and liabilities:
Prepaid expenses					35,000
Accounts payable and accrued expenses		(64,523	)		(102,543	)
Net cash used in operating activities		(61,761	)		(215,865	)

Cash flows from investing activities:
Software development		(73,942	)		(70,866	)
Net cash used in investing activities		(73,942	)		(70,866	)

Cash flows from financing activities:
Change in convertible notes payable		103,486			(392,550	)
Change in loan payable		-			(43,482	)
Shares to be issued		-			(23,000	)
Proceeds from issuance of preferred stock		-			100
Proceeds from issuance of common stock		62,054			405,622
Proceeds from issuance of additional paid-in capital		(30,154	)		270,179
Net cash provided by financing activities		135,386			216,869

Net decrease in cash		(317	)		(69,862	)
Cash at beginning of period		320			70,182

Cash at end of period	$	3		$	320

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-

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

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

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

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

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

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

Exhibit		Description of Exhibit

3.1		Articles of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 7, 2003.)
3.la		Certificate of Change, effective October 23, 2019, providing for a 4-for-l stock split and increase in authorized common stock. (Incorporated herein by reference to Exhibit 3.la to the Company's Amended Annual report on Form 10-K/A, filed with the Commission on August 13, 2020.)
3.1b		Certificate of Designation of Series A Super Voting Preferred Stock, previously filed with this Report.
3.2		By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 7, 2003.)
31.1		Section 302 Certification, filed herewith.
32.1		Section 906 Certification, filed herewith.

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

CYBER APPS WORLD, INC.

By:	/s/ Luca Benedetto
	Luca Benedetto
	President and Treasurer (Principal Executive, Financial and Accounting Officer)
	Date: December 15, 2023