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, 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 $0.001per 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. [ ] Yes [X ] 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | |||
| Emerging growth company [X] |
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. Yes [ ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ X ] Yes [ ] No
The aggregate market value of voting and non-voting common equity held by non-affiliates as of October 31, 2016, was $219,200 based on the average bid and asked prices on the OTC Bulletin Board on that date.
On October 2, 2017, there were 24,319,935 shares of common stock outstanding.
Table of Contents
| Page | |
| Item 1. Business. | 3 |
| Item 1A. Risk Factors. | 5 |
| Item 1B. Unresolved Staff Comments. | 6 |
| Item 2. Properties. | 6 |
| Item 3. Legal Proceedings. | 6 |
| Item 4. Mine Safety Disclosures. | 6 |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 7 |
| Item 6. Selected Financial Data. | 7 |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. | 7 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 8. Financial Statements and Supplementary Data. | 11 |
| Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 23 |
| Item 9A (T). Controls and Procedures. | 23 |
| Item 9B. Other Information. | 23 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 24 |
| 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. | 27 |
| 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.
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. December 24, 2012 Sky Power Solutions merged with our wholly owned subsidiary, Clean Enviro Tech Corp., and in the merger changed the name of the Company to Clean Enviro Tech Corp. On April 9, 2015 the Company merged with our wholly owned subsidiary Cyber Apps World Inc. and in the merger changed the name of the Company to Cyber Apps World Inc. (CYAP)
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.
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.
On April 9, 2016, 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.
Cyber Apps World redirected the Company focus and intended to develop and acquire a worldwide e-commerce internet platform in which revenues would be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7).
Cyber Apps World anticipated making available to subscribers, a growing list of applications and programs, the first App to be released is “INSTANT COUPONS APP”.
INSTANT COUPONS APP would 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 would 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 Cyber Apps World.
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.
3 |
Liquidity and Capital Resources
As of July 31, 2016, we had cash on hand of $0. During the year ended July 31, 2016, we incurred a net loss of $95,008. On July 31, 2016, we had a working capital deficiency of $199,524 and a stockholders' deficit of $8,571,385.
We had 24,319,935 shares of common stock issued and outstanding as of October 2, 2017. Our common stock is quoted on the OTCQB of the OTC Markets Group.
General
The Company had been focused on and trying to develop a worldwide e-commerce internet platform in which revenues would be based on the purchase and sale of products and services by way of mobile/computer applications online (24/7).
Cyber Apps World had entered (May 28, 2015) into a Worldwide Marketing License Agreement to market products and services using the INSTANT COUPONS APP platform. The Company was unable to make a payment for the License Agreement and it has been terminated.
Competition
Many companies offer apps with savings similar to what Cyber Apps offers:
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, 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, 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 proposal for medical and health apps nationally, some states are looking into regulations that will govern apps within their state.
| 4 |
Employees
As of the date of this report, the Company has no employees and paid consultants had been completing all work.
Research and Development Expenditures
We incurred research and development expenditures of $0 during the year ended July 31, 2016, and of $0 in the year ended July 31, 2015.
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
The current worldwide economic situation could have a material adverse impact and proposed government regulations may effect the use of apps.
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, 2016, we had cash on hand of $0. For our fiscal year ended July 31, 2016, we have reported a net loss of $95,008; a working capital deficiency of $199,524; and a stockholders' deficit of $199,524.
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, and 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 Board 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 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.
| 5 |
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.
| 6 |
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
As of October 2, 2017, there were approximately 30 recorded owners of the Company's Common Stock. The Company's Common Stock is quoted on the OTC Markets Group OTCQB market.
| Period | High* | Low* | |||
| February 1, 2014 to April 30, 2014 | $ | 0.17 | $ | 0.06 | |
| May 1, 2014 to July 31, 2014 | $ | 0.22 | $ | 0.06 | |
| August 1, 2014 to October 31, 2014 | $ | 0.09 | $ | 0.02 | |
| November 1, 2014 to January 31, 2015 | $ | 0.09 | $ | 0.01 | |
| February 1, 2015 to April 30, 2015 | $ | 0.04 | $ | 0.02 | |
| May 1, 2015 to July 31, 2015 | $ | 0.55 | $ | .03 | |
| August 1, 2015 to October 31, 2015 | $ | 0.21 | $ | 0.06 | |
| November 1, 2015 to January 31, 2016 | $ | 0.27 | $ | 0.04 | |
| February 1, 2016 to April 30, 2016 | $ | 0.41 | $ | 0.02 | |
| May 1, 2016 to July 31, 2016 | $ | 0.21 | $ | 0.02 | |
| August 1, 2016 to October 31, 2016 | $ | 0.25 | $ | 0.06 | |
| November 1, 2016 to January 31, 2017 | $ | 0.15 | $ | 0.04 | |
| February 1, 2017 to April 30, 2017 | $ | 0.05 | $ | 0.04 | |
| May 1, 2017 to July 31, 2017 | $ | 0.04 | $ | 0.03 | |
| August 1, 2017 to October 31, 2017 | $ | 0.04 | $ | 0.01 |
*
Prices have been adjusted to reflect the 3-for-1 forward split effective October 19, 2009, the 1-for-300 reverse split effective
April 26, 2011, the 1-for-50 reverse split effective January 19, 2013 and the 1:4 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. 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. Results
of Operations for the Year Ended July 31, 2016 We
incurred a net loss of $95,008 during the year ended July 31, 2016, which included: general and administrative (G&A) costs
of $48,408; research and development (R&D) expenses of $0; and loss on settlement of debt of $33,600 and loss on disposal
of assets of $13,000. 2016
Compared to 2015 For
the year ended July 31, 2016, our net loss decreased to $95,008 from $436,128 for the same period ending July 31, 2015. Losses
decreased mainly due to the amortization of the beneficial conversion feature. Plan
of Operations Commercial
Initiatives With
the termination of the License Agreement the Company has stopped working on the app. After
termination of the license agreement with eCommerce Technologies Inc. in July of 2016 management decided to work independently
on creating a restaurant order and tracking tablet system. The system the company has created is different than the previously
licensed technology Liquidity
and Capital Resources As
of July 31, 2016, we had cash on hand of $0 and liabilities of $199,524, as compared with $210,516 at July 31, 2015; and our property
plant and equipment remained at $0 at July 31, 2016, as compared with $0 for 2015. Accounts payable and accrued expenses decreased
at July 31, 2016 to $119,554 as compared with $112,637 at July 31, 2015.. Company expenses are currently paid for by a related
party as the company has no bank account. At
July 31, 2016, we had a working capital deficiency of $199,524 and a stockholders' deficit of $199,524. We
used net cash in operating activities of $0 in the year ended July 31, 2016, as compared with $0 in the comparable period in 2015,
and cash flows used in investing activities was $0 in 2016 and $0 in 2015. 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 business operations. There is no guarantee that
we will be successful in arranging financing on acceptable terms. For
the years ended July 31, 2016 and 2015, expenses paid others on our behalf amounted to $44,491 and $58,112, respectively. Non-cash
investing activities consisted of deposits acquired through issuance of notes payable in the amounts of $0 and $10,000 for the
years ended July 31, 2016 and 2015, respectively. Non-cash
financing activities consisted of convertible notes issued for liquidation of debt and other liabilities in the amounts of $0
and $29,767 for the years ended July 31, 2016 and 2015, respectively. Non-cash
financing activities consisted of common shares issued in conversion of debt in the amounts of $62,400 and $897,345 for the years
ended July 31, 2016 and 2015, respectively. 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 Policies 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. 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: 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. 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 no outstanding 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. Item
7A. Quantitative and Qualitative Disclosures About Market Risk. Not
applicable Item
8. Financial Statements and Supplementary Data. CYBER
APPS WORLD INC. FINANCIAL
STATEMENTS July
31, 2016 and 2015 Index
to Financial Statements REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To
the Board of Directors Cyber
Apps World, Inc. We
have audited the accompanying balance sheet of Cyber Apps World, Inc. as of July 31, 2016 and the related statements of operations,
stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audit 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 has determined that it 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
includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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, 2016 and the results of its operations and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States. The
accompanying financial statements have been prepared assuming that Cyber Apps World, Inc will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company has incurred losses from operations since inception, has negative
working capital, and is in need of additional financing. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans with regard to these matters are described in Note 3. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/
Thayer ONeal Company, LLC Thayer
O’Neal Company, LLC Houston,
Texas November
30, 2017 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We
have audited the accompanying balance sheet of Cyber Apps World, Inc. as of July 31, 2015, 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 audit. We
conducted our audit 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 audit provides 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 the results of its operations and its cash flows for the year 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. Balance Sheets Cyber Apps World, Inc. Statements
of Operations See accompanying notes to financial statements Cyber Apps World, Inc. Statement of Changes in Stockholders' Deficiency For the Years Ended July 31, 2016 and 2015 See accompanying notes to financial statements Cyber Apps World, Inc. Statements of Cash Flows See accompanying notes to audited financial statements CYBER
APPS WORLD INC. NOTES
TO FINANCIAL STATEMENTS July
31, 2016 and 2015 Note
1. Financial Statement Presentation Cyber
Apps World Inc. (the “Company” or “CYAP”) following the merger with the Company’s wholly-owned subsidiary
on December 24, 2012 (formed for the sole purpose of merging with its parent), continued working on the further development of
the lithium batteries technology licensed from Terra Inventions Corp. (formerly Li-ion Motors Corp.) (“Terra”), the
Company’s former parent. Consultants for the Company were also working on the solar concentrating electric power generating
system working independently. 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. History
and Nature of Business On
April 2, 2011, the Company’s Board of Directors (the “Board”) authorized the merger with our wholly-owned subsidiary,
Sky Power Solutions Corp., and in the merger the name of our Company was changed to Sky Power Solutions Corp. On
April 15, 2008, Terra sold its controlling interest of the Company’s outstanding common stock to Blue Diamond Investments,
Inc. (“Blue Diamond”) With the sale of our VoIP telecommunications business, named Zingo Telecom, Inc., on May 15,
2008, the Company intends to concentrate efforts on further development of the lithium batteries technology licensed from Terra,
the Company’s former parent. Effective
April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with Terra Inventions providing
for Terra’s license to the Company of Terra’s patent applications and technologies for rechargeable lithium-ion batteries
for hybrid vehicles and other applications (“Licensed Products”). Under
the License Agreement, Terra had the right to purchase its requirements of lithium ion batteries from the Company, and its requirements
of lithium ion batteries would have been supplied in preference to, and on a priority basis as compared with, supply and delivery
arrangements in effect for other customers. Terra’s cost for lithium ion batteries purchased from the Company would be the
actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place. On
May 25, 2010, the agreement was amended to grant the Company the exclusive license rights for the United States and Terra may
grant other companies rights elsewhere around the world. Under
the terms of the License Agreement, the Company agreed to invest a minimum of $1,500,000 in each of the first two years under
the License Agreement in development of the technology for the Licensed Products. To date, we have not met the minimum requirements
in the development of the technology, and therefore, are not compliant with our obligations under this covenant of the License
Agreement. Terra advised the Company that it will not give notice of default against the Company for its failure to comply with
this covenant over the term of the License Agreement. Effective
April 16, 2008, the Company agreed to lease approximately 5,000 square feet of space in Terra’s’ North Carolina facility.
The leased space was suitable, and utilized by the Company, for developmental and manufacturing operations for licensed products
pursuant to the license agreement. The lease was terminated May 2012. Also, effective April 16, 2008, the Company purchased certain
equipment and supplies related to the license agreement from Terra for the purchase price of $29,005. Basis
of Presentation Going
Concern The
Company’s financial statements for the year ended July 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 in 2016 and as of July 31, 2016, there was a working capital deficit of $x. 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:
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. 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 no outstanding 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: Depreciation
expense for the years ended July 31, 2016 and 2015, was $0 and $3,225, respectively. Note
4. Accounts Payable and Accrued Expenses Accounts
payable and accrued expenses at July 31, 2016 and 2015 consisted of: Note
5. Convertible Notes Payable and Notes Payable As
of July 31, 2016 and 2015, the Company has a balance of convertible notes is $29,767 which is convertible into common stock at
approx. $0.02 per share. If all of the debt is converted it would result in the issuance of 1,488,350 common shares. The debt
is due upon demand and bears 0% interest. As
of July 31, 2016 and 2015, the Company has several notes payable totaling $50,203 and $68,112, respectively, which are due upon
demand and bear 0% interest. On
April 18, 2016, the Company agreed to convert $62,400 of debt into 4,800,000 shares of common stock,. The Company recorded a loss
on settlement of debt of $33,600. The shares were issued on May 31, 2016. Note
6. Common Stock Effective
January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a 1:50 reverse split
in the Company’s outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000
shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split. On
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, causing a beneficial conversion in the amount of $370,845. On
April 18, 2016, the Company agreed to convert $62,400 of debt into 4,800,000 shares of common stock, which will reduce the debt
and notes owed. The Company recorded a loss on settlement of debt of $33,600. The shares were issued on May 31, 2016. Note
7. 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, 2016 and 2015. Note
8. Income Taxes At
July 31, 2016, the Company has deferred tax assets as a result of the net operating losses incurred from inception. The resulting
deferred tax assets are reduced by a valuation allowance as discussed in Note 1, equal to the deferred tax asset as it is unlikely,
based on current circumstances, that the Company will ever realize a tax benefit. Deferred tax assets and the corresponding valuation
allowances amounted to approximately $3.0 million and $2.9 million at July 31, 2016 and July 31, 2015, respectively. The statutory
tax rate is 35% and the effective tax rate is zero. Under
current tax laws, the cumulative operating losses incurred amounting to approximately $8.6 million and $8.5 million at July 31,
2016 and July 31, 2015 respectively, will begin to expire in 2024. Section
382 of the U.S. Internal Revenue Code imposes an annual limitation on loss carry-forwards to offset taxable income when an ownership
change occurs. The Company meets the definition of an ownership change and some of the net operating loss carry-forwards will
be limited. Note
9. 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 10. Related Party Transactions All expense incurred by the Company have been
paid by the 9.8% shareholder Frontline Asset Management. These expenses amounted to $44,491 and $58,112 for the years ended July
31, 2016 and 2013, respectively. Notes payable to Frontline Asset Management
as of July 31, 2016 and 2015 amounted to $79,970 and $97,879, respectively 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, 2016, were 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, 2016, 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 30, 2016 are as follows: 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”). 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, 2016. 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 2, 2017, 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. (1)
Based on 24,319,935 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
$87,909 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 $58,112 with Frontline. Item
14. Principal Accountant Fees and Services. (1)
Audit Fees. The
aggregate fees billed by Thayer O’Neal Company, LLC and Sadler Gibb & Associates for professional services rendered
for the audit of our financial statement filed as part of our 2016 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, 2016 and 2015, were $0 and $4,500, respectively. (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. Subsequent
Events None Item
15. Exhibits and Financial Statement Schedules. Copies
of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K. 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. 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. 7 8 9
Classification
Estimated
Useful Lives
Furniture and Fixtures
10 years
Software
3-5 years
Computers
5 years
10
Reports of Independent Registered
Accounting Firms
F-1
Balance Sheets as of July 31, 2016 and 2015
F-3
Statements of Operations for Years Ended July
31, 2016 and July 31, 2015
F-4
Statement of Stockholders’ (Deficiency)
for the Year Ended July 31, 2016 and July 31, 2015
F-5
Statements of Cash Flows for the Years Ended
July 31, 2016 and July 31, 2015
F-6
Notes to Financial Statements for the
Years Ended July 31, 2016 and 2015
F-7 11 F-1 F-2
July 31,
July 31,
2016
2015
Assets
Current assets:
Deposits
$ —
$ 10,000
Total current assets
—
10,000
Property and equipment, net
—
—
Total assets
$ —
$ 10,000
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses
$ 119,554
$ 112,637
Convertible notes payable
29,767
29,767
Notes payable
50,203
68,112
Due to related parties
—
—
Total current liabilities
199,524
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 as of July 31, 2016;
24,319,935 and 19,519,949 issued and outstanding at July 31, 2016 and 2015,
respectively.
24,320
19,520
Additional paid-in capital
8,347,541
8,256,341
Accumulated deficit
(8,571,385 )
(8,476,377 )
Stockholders' deficiency
(199,524 )
(200,516 )
Total liabilities and stockholders' deficiency
$ —
$ 10,000
See accompanying notes to audited financial statements
F-3
For the Years Ended
For the Years
Ended
July 31,
July 31,
2016
2015
Net Sales
$ —
$ —
Operating expenses:
General and administrative
48,408
65,283
Loss from operations
(48,408 )
(65,283 )
Other (expenses)/income
Loss on settlement of debt
(33,600 )
—
Loss on disposal of assets
(13,000 )
—
Amortization of beneficial conversion feature
—
(370,845 )
Net loss before provision for (benefit from) income taxes
(95,008 )
(436,128 )
Provision for (benefit from) income taxes
—
—
Net loss
$ (95,008 )
$ (436,128 )
Net loss per common share - basic and diluted
$ (0.00 )
$ (0.04 )
Weighted average number of common shares outstanding – basic and diluted
20,896,984
11,153,634
F-4
Additional
Number of
Common
Paid
Total
Common
Shares
in
Accumulated
Stockholders'
Shares
$0.001 Par Value
Capital
Deficit
(Deficit)
Balance, July 31, 2014
1,969,949
$ 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
19,519,949
$ 19,520
$ 8,256,341
$ (8,476,377 )
$ (200,516 )
Common stock issued for debt conversion
4,800,000
4,800
91,200
—
96,000
Net loss
—
—
—
(95,008 )
(95,008 )
Balance, July 31, 2016
24,319,949
$ 24,320
$ 8,347,541
$ (8,571,385 )
$ (199,524 )
F-5
For
the Years Ended
July
31,
2016
2015
CASH
FLOWS FROM OPERATING ACTIVITIES:
Net
loss
$ (95,008 )
$ (436,128 )
Adjustments
to reconcile net loss to net cash utilized by operating activities
Depreciation
—
3,225
Loss
on disposal of property and equipment
13,000
—
Loss
on settlement of debt
33,600
—
Amortization of beneficial conversion feature
—
370,845
Expenses paid on the company's behalf by a third party
44,491
58,112
Increase (decrease) in cash flows from changes in operating assets and liabilities
Prepaid expenses and other current assets
—
—
Accounts payable and accrued expenses
6,917
3,946
Net cash used in operating activities
—
—
CASH FLOWS FROM INVESTING ACTIVITIES:
Web development costs
—
—
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
Deposit acquired through issuance of note payable
$ —
$ 10,000
Convertible notes issued for debt and liabilities
$ —
$ 29,767
Common shares issued for convertible debt
$ 62,400
$ 897,345 F-6 F-7
Classification
Estimated
Useful Lives
Furniture
and Fixtures
10
years
Software
3-5
years
Computers
5
years
F-8
July
31,
2016
2015
Equipment
$
-
$
131,455
Less:
Accumulated depreciation
(-
)
(131,455
)
Property
and equipment, net
$
-
$
0
F-9
July
31,
2016
2015
Accounts
payable
$
72,359
$
67,494
Wages,
paid leave and payroll related taxes
47,195
45,143
Total
$
119,554
$
112,637
F-10
Year
Ended
Year
Ended
July
31, 2016
July
31, 2015
Income
Shares
Per-Share
Income
Shares
Per-Share
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
Net Income (Loss)
$
(95,008
)
$
(436,128
)
Basic EPS
(95,008
)
20,896,984
(0.00
)
(436,128
)
11,153,648
(0.04
)
Effect of dilutive
securities
—
—
Diluted EPS
$
(95,008
)
20,896,984
(0.00
)
$
(436,128
)
11,153,648
(0.04
) F-11 23
Name
Age
Office
Liudmilla Voinarovska
37
President, Chief Executive Officer, Treasurer,
Secretary, and Director 24
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
2016
$
—
$
—
$
—
$
—
$
—
$
—
$
—
-0-
2015
—
—
—
—
—
—
-
-0-
25
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Class
Frontline
Asset Managemrnt
2,400,000
Common Shares
9.8
%
4933
W Craig Rd #126
Las
Vegas, NV 89110
Platinum
Capital Holdings Corp.
2,146,000
Common Shares
8.82
%
2602
South Grand Canyon Dr.
Las
Vegas, NV 89117
Transglobal
1,950,000
Common Shares
8.02
%
2602
South Grand Canyon Dr.
Las
Vegas, NV 89117
Datenet
Holdings Inc.
1,950,000
Common Shares
8.02
%
66
Ngara Flats
Nairobi,
Kenya
Topline
Holdings Inc.
2,150,000
Common Shares
8.84
%
220
Uccello Dr.
Las
Vegas, NV 89138
0975456
BC Ltd.
1,950,000
Common Shares
8.02
%
252-2416
Main Street
Vancouver,
BC V5T7H5
Stockbridge
Inc.
1,950,000
Common Shares
8.02
%
76
Marlyn Court NE
Calgary,
AB T2A7H5
Artic
Orchards Inc.
1,950,000
Common Shares
8.02
%
5905
SW 117 St
Coral
Gables, FL 33156
Rye
Holdings Corp.
1,950,000
Common Shares
8.02
%
2120
Cedar Ave.
Las
Vegas, NV 89101
26 27 28
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 29
CLEAN ENVIRO TECH CORP.
By:
/s/ Liudmilla
Voinarovska
Chief Executive Officer and Principal Financial
Officer
Date: November 30, 2017
By:
/s/
Liudmilla Voinarovska
Liudmilla Voinarovska
(President, Chief Executive Officer and Director)
Date: November 30, 2017
30
EXHIBIT 31
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
I, Liudmilla Voinarovska, certify that:
1. I have reviewed this quarterly report on Form 10-K of Cyber Apps World, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. The Registrant’vs other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: November 30, 2017 | /s/ Liudmilla Voinarovska | |
| Liudmilla Voinarovska, Chief Executive Officer and Principal Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cyber Apps World Inc. (the “Company”) on Form 10-K for the year ended July 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Liudmilla Voinarovska, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
November 30, 2017
/s/ Liudmilla Voinarovska
Liudmilla Voinarovska
Chief Executive Officer and Principal Financial Officer
Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jul. 31, 2016 |
Oct. 02, 2017 |
Oct. 31, 2016 |
|
| Document And Entity Information | |||
| Entity Registrant Name | Cyber Apps World | ||
| Entity Central Index Key | 0001230524 | ||
| Document Type | 10-K | ||
| Document Period End Date | Jul. 31, 2016 | ||
| Amendment Flag | false | ||
| Current Fiscal Year End Date | --07-31 | ||
| Is Entity a Well-known Seasoned Issuer? | No | ||
| Is Entity a Voluntary Filer? | No | ||
| Is Entity's Reporting Status Current? | Yes | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Public Float | $ 219,200 | ||
| Entity Common Stock, Shares Outstanding | 24,319,935 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2016 |
Balance Sheets - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Current assets: | ||
| Deposits | $ 10,000 | |
| Total current assets | 10,000 | |
| Property and equipment, net | ||
| Total assets | 10,000 | |
| Current liabilities: | ||
| Accounts payable and accrued expenses | 119,554 | 112,637 |
| Convertible notes payable | 29,767 | 29,767 |
| Notes payable | 50,203 | 68,112 |
| Due to related parties | ||
| Total current liabilities | 199,524 | 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 as of July 31, 2016; 24,319,935 and 19,519,949 issued and outstanding at July 31, 2016 and 2015, respectively | 24,320 | 19,520 |
| Additional paid-in capital | 8,347,541 | 8,256,341 |
| Retained deficit | (8,571,385) | (8,476,377) |
| Stockholders' deficiency | (199,524) | (200,516) |
| Total liabilities and stockholders' deficiency | $ 10,000 |
Balance Sheets (Parenthetical) - $ / shares |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par Value | $ .001 | $ .001 |
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Par Value | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Common Stock, Shares Issued | 24,319,935 | 19,519,949 |
| Common Stock, Shares Outstanding | 24,319,935 | 19,519,949 |
Statements of Operations - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Income Statement [Abstract] | ||
| Net sales | ||
| Operating expenses: | ||
| General and administrative | 48,408 | 65,283 |
| Loss from operations | (48,408) | (65,283) |
| Other (expenses)/income | ||
| Loss on settlement of debt | (33,600) | |
| Loss on disposal of assets | (13,000) | |
| Amortization of beneficial conversion feature | (370,845) | |
| Net loss before provision for (benefit from) income taxes | (95,008) | (436,128) |
| Provision for (benefit from) income taxes | ||
| Net loss | $ (95,008) | $ (436,128) |
| Net loss per common share - basic and diluted | $ (0.00) | $ (0.04) |
| Weighted average number of common shares outstanding - basic and diluted | 20,896,984 | 11,153,634 |
Shareholders Equity - USD ($) |
Common Stock |
Additional Paid-In Capital |
Retained Deficit |
Total |
|---|---|---|---|---|
| Beginning Balance, Shares at Jul. 31, 2014 | 1,969,949 | |||
| Beginning Balance, Value at Jul. 31, 2014 | $ 1,970 | $ 7,376,546 | $ (8,040,249) | $ (661,733) |
| Common stock issued for debt conversion, Shares | 17,550,000 | |||
| Common stock issued for debt conversion, Value | $ 17,550 | 879,795 | 897,345 | |
| Net loss | (436,128) | (436,128) | ||
| Ending Balance, Shares at Jul. 31, 2015 | 19,519,949 | |||
| Ending Balance, Value at Jul. 31, 2015 | $ 19,520 | 8,256,341 | (8,476,377) | (200,516) |
| Common stock issued for debt conversion, Shares | 4,800,000 | |||
| Common stock issued for debt conversion, Value | $ 4,800 | 91,200 | 96,000 | |
| Net loss | (95,008) | (95,008) | ||
| Ending Balance, Shares at Jul. 31, 2016 | 24,319,949 | |||
| Ending Balance, Value at Jul. 31, 2016 | $ 24,320 | $ 8,347,541 | $ (8,571,385) | $ (199,524) |
1. Financial Statement Presentation |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Accounting Policies [Abstract] | |
| 1. Financial Statement Presentation | Note 1. Financial Statement Presentation
Cyber Apps World Inc. (the “Company” or “CYAP”) following the merger with the Company’s wholly-owned subsidiary on December 24, 2012 (formed for the sole purpose of merging with its parent), continued working on the further development of the lithium batteries technology licensed from Terra Inventions Corp. (formerly Li-ion Motors Corp.) (“Terra”), the Company’s former parent. Consultants for the Company were also working on the solar concentrating electric power generating system working independently.
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.
History and Nature of Business
On April 2, 2011, the Company’s Board of Directors (the “Board”) authorized the merger with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of our Company was changed to Sky Power Solutions Corp.
On April 15, 2008, Terra sold its controlling interest of the Company’s outstanding common stock to Blue Diamond Investments, Inc. (“Blue Diamond”) With the sale of our VoIP telecommunications business, named Zingo Telecom, Inc., on May 15, 2008, the Company intends to concentrate efforts on further development of the lithium batteries technology licensed from Terra, the Company’s former parent.
Effective April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with Terra Inventions providing for Terra’s license to the Company of Terra’s patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications (“Licensed Products”).
Under the License Agreement, Terra had the right to purchase its requirements of lithium ion batteries from the Company, and its requirements of lithium ion batteries would have been supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers. Terra’s cost for lithium ion batteries purchased from the Company would be the actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place.
On May 25, 2010, the agreement was amended to grant the Company the exclusive license rights for the United States and Terra may grant other companies rights elsewhere around the world.
Under the terms of the License Agreement, the Company agreed to invest a minimum of $1,500,000 in each of the first two years under the License Agreement in development of the technology for the Licensed Products. To date, we have not met the minimum requirements in the development of the technology, and therefore, are not compliant with our obligations under this covenant of the License Agreement. Terra advised the Company that it will not give notice of default against the Company for its failure to comply with this covenant over the term of the License Agreement.
Effective April 16, 2008, the Company agreed to lease approximately 5,000 square feet of space in Terra’s’ North Carolina facility. The leased space was suitable, and utilized by the Company, for developmental and manufacturing operations for licensed products pursuant to the license agreement. The lease was terminated May 2012. Also, effective April 16, 2008, the Company purchased certain equipment and supplies related to the license agreement from Terra for the purchase price of $29,005.
Basis of Presentation
Going Concern
The Company’s financial statements for the year ended July 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 in 2016 and as of July 31, 2016, there was a working capital deficit of $x. 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. |
2. Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||
| 2. Summary of Significant Accounting Policies | 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:
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.
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 no outstanding 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.
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3. Property and Equipment |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. Property and Equipment | Note 3. Property and Equipment
Property and equipment at consists of:
Depreciation expense for the years ended July 31, 2016 and 2015, was $0 and $3,225, respectively. |
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4. Accounts Payable and Accrued Expenses |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. Accounts Payable and Accrued Expenses | Note 4. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at July 31, 2016 and 2015 consisted of:
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5. Convertible Notes Payable and Due to Related Party |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Debt Disclosure [Abstract] | |
| 5. Convertible Notes Payable and Due to Related Party | Note 5. Convertible Notes Payable and Notes Payable
As of July 31, 2016 and 2015, the Company has a balance of convertible notes is $29,767 which is convertible into common stock at approx. $0.02 per share. If all of the debt is converted it would result in the issuance of 1,488,350 common shares. The debt is due upon demand and bears 0% interest.
As of July 31, 2016 and 2015, the Company has several notes payable totaling $50,203 and $68,112, respectively, which are due upon demand and bear 0% interest.
On April 18, 2016, the Company agreed to convert $62,400 of debt into 4,800,000 shares of common stock,. The Company recorded a loss on settlement of debt of $33,600. The shares were issued on May 31, 2016. |
6. Common Stock |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Equity [Abstract] | |
| 6. Common Stock | Note 6. Common Stock
Effective January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a 1:50 reverse split in the Company’s outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.
On 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, causing a beneficial conversion in the amount of $370,845.
On April 18, 2016, the Company agreed to convert $62,400 of debt into 4,800,000 shares of common stock, which will reduce the debt and notes owed. The Company recorded a loss on settlement of debt of $33,600. The shares were issued on May 31, 2016. |
7. Net Loss Per Common Share |
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| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7. Net Loss Per Common Share | Note 7. 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, 2016 and 2015.
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8. Income Taxes |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Income Tax Disclosure [Abstract] | |
| 8. Income Taxes | Note 8. Income Taxes
At July 31, 2016, the Company has deferred tax assets as a result of the net operating losses incurred from inception. The resulting deferred tax assets are reduced by a valuation allowance as discussed in Note 1, equal to the deferred tax asset as it is unlikely, based on current circumstances, that the Company will ever realize a tax benefit. Deferred tax assets and the corresponding valuation allowances amounted to approximately $3.0 million and $2.9 million at July 31, 2016 and July 31, 2015, respectively. The statutory tax rate is 35% and the effective tax rate is zero.
Under current tax laws, the cumulative operating losses incurred amounting to approximately $8.6 million and $8.5 million at July 31, 2016 and July 31, 2015 respectively, will begin to expire in 2024.
Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on loss carry-forwards to offset taxable income when an ownership change occurs. The Company meets the definition of an ownership change and some of the net operating loss carry-forwards will be limited. |
9. Commitments and Contingencies |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| 9. Commitments and Contingencies | Note 9. 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. |
10. Related Party Transactions |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| 10. Related Party Transactions |
Note 10. Related Party Transactions
All expense incurred by the Company have been paid by the 9.8% shareholder Frontline Asset Management. These expenses amounted to $44,491 and $58,112 for the years ended July 31, 2016 and 2013, respectively.
Notes payable to Frontline Asset Management as of July 31, 2016 and 2015 amounted to $79,970 and $97,879, respectively |
2. Summary of Significant Accounting Policies (Policies) |
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Jul. 31, 2016 | |||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||
| Use of Estimates | 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. |
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| Property and Equipment | 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:
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| Evaluation of Long-Lived Assets | 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. |
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| Net Loss Per Common Share | 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 no outstanding options, warrants or other convertible instruments that could affect the calculated number of shares. |
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| Income Taxes | 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. |
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| Effects of Recent Accounting Pronouncements | 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. |
2. Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||
| Property and Equipment - Estimated Useful Lives |
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3. Property and Equipment (Tables) |
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Jul. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment |
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4. Accounts Payable and Accrued Expenses (Tables) |
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| Accounts Payable and Accrued Expenses |
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7. Net Loss Per Common Share (Tables) |
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| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss Per Common Share |
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2. Summary of Significant Accounting Policies - Property and Equipment - Estimated Useful Lives(Details) |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Furniture and Fixtures | |
| Estimated Useful Lives | 10 years |
| Software | Minimum | |
| Estimated Useful Lives | 3 years |
| Software | Maximum | |
| Estimated Useful Lives | 5 years |
| Computers | |
| Estimated Useful Lives | 5 years |
3. Property and Equipment - Property and Equipment (Details) - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Property, Plant and Equipment [Abstract] | ||
| Equipment | $ 131,455 | |
| Less: Accumulated depreciation | (131,455) | |
| Property and equipment, net |
3. Property and Equipment (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation Expense | $ 0 | $ 3,225 |
4. Accounts Payable and Accrued Expenses - Accounts Payable and Accrued Expenses (Details) - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| Accounts payable | $ 72,359 | $ 67,494 |
| Wages, paid leave and payroll related taxes | 47,195 | 45,143 |
| Total | $ 119,554 | $ 112,637 |
7. Net Loss Per Common Share - Net Loss Per Common Share (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Earnings Per Share [Abstract] | ||
| Net Income (Loss) | $ (95,008) | $ (436,128) |
| Net Income (Loss), Per Share | $ (0.00) | $ (0.04) |
| Net Income (Loss), Shares | 20,896,984 | 11,153,634 |
| Basic EPS | $ (95,008) | $ (436,128) |
| Basic EPS, Per Share | $ 0.00 | $ (0.04) |
| Basic EPS, Shares | 20,896,984 | 11,153,634 |
| Diluted EPS | $ (95,008) | $ (436,128) |
| Diluted EPS, Per Share | $ 0.00 | $ (0.04) |
| Diluted EPS, Shares | 20,896,984 | 11,153,634 |
9. Income Taxes - Components of net deferred tax assets (Details) - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Deferred tax assets: | ||
| Net Operating loss carryforward | $ 8,600,000 | $ 8,500,000 |
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