UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2 to Form 10-K

(Mark One)

For the Fiscal Year Ended July 31, 2023

Or

For the transition period from __________to____________ 

Commission file number: 000-50693

Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

Via Tomaso Rodari 6, Lugano, Switzerland 6900

(Address of Principal Executive Offices)

+41 791595013

(Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

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

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

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

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

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

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

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

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

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

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

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

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

EXPLANATORY NOTE

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

The following discussion should be read in conjunction with our financial statements and notes to those financial statements, included in Item 8 of this Annual Report on Form 10-K (this “Report”).

Forward Looking Statements

Certain statements made in Item 7 of and elsewhere in this Report may constitute “forward-looking statements” on our current expectations and projections about future events. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by some words such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

Results of Operations

The Company had a loss of $148,894 during the fiscal year ended July 31, 2023, compared to a loss of $1,938,629 incurred during the fiscal year ended July 31, 2022.

We have not attained profitable operations and are dependent upon obtaining financing to complete implementation of our proposed business plan to focus on the identification and acquisition of energy (oil and gas) production and development opportunities in the U.S.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

Revenue

We did not generate any revenue from our operations for the fiscal year ended July 31, 2023 and only minimal revenue for the year ended July 31, 2022.

Operating Expenses

The Company has incurred operating expenses of $139,430 during the fiscal year ended July 31, 2023 compared to expenses of $1,913,064 incurred during the fiscal year ended July 31, 2022. The majority of the expenses consisted of general and administrative expenses and long lived asset impairment.

Liquidity and Capital Resources

As of July 31, 2023, our current assets consisted of $3 in cash and deposits and our total liabilities were $315,593 which consisted of note payables of $179,150, loans payable of $13,134, and accounts payable and accrued expenses of $123,309. The balances of note payables and Loans payable were totally refunded in August 2023, in connection with the Zenith Energy’s group acquisition, and the Company recognized a profit from their writing off.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $11,472,147. In addition, our current liabilities exceed our current assets by $123,306. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Zenith Energy Ltd., our controlling stockholder, has advised us that it intends to continue to finance the Company and its expansion into the energy sector, pending the receipt of additional financing.

Cash Flows

Cash balances of $ 3 and $320 were held as of July 31,2023 and 2022, respectively.

Operating Activities

We have not generated positive cash flows from operating activities.

For the fiscal year ended July 31, 2023, net cash outflows used in operating activities were $48,360 consisting of our net loss for the period of $148,894, increase from the accounts payable of $5,440, an impairment loss of $ 73,942, Interest accrued for convertible notes conversion of $9,463, original initial discount and legal processing fees of $19,430 and decrease from the prepaid expenses of $7,652.

For the fiscal year ended July 31, 2022, net cash outflows used in operating activities were $181,362 consisting of our net loss for the period of $1,938,629, increase from the accounts payable of $105,920, an impairment loss of $ 1,764,753, Interest accrued for convertible notes conversion of $25,565, original initial discount and legal processing fees of $37,869 and prepaid expenses of $35,000.

Investing Activities

For the fiscal year ended July 31, 2023 and 2022,  we had invested in software development for $ 73,942 and $ 375,000, respectively.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

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.

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 continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

For the year ended July 31, 2023 and 2022,  the Company recorded impairment loss of $73,942 and 1,938,629, respectively, against its goodwill balance and software development balance. As of July 31, 2023 and 2022, the Company's goodwill balance was $0 and a software development balance of $0.

Financing Activities

We have financed our operations primarily from third-party or the issuance of equity and debt instruments. For the fiscal year ended July 31, 2023, net cash from financing activities was $121,986, which mainly consisted of proceeds from issuance of additional shares of our common and preferred stock of $8,550,  proceeds from convertible notes payable of $102,436 and proceeds from loan of 22,000. We make repayment to loan of 11,000.

For the fiscal year ended July 31, 2022, net cash from financing activities was $486,600, which mainly consisted of proceeds from issuance of additional shares of our common and preferred stock of $91,000,  proceeds from convertible notes payable of $395,500.

Zenith Energy Ltd., our controlling shareholder, has advised us that intends to provide the Company with additional working capital to fund the operations and acquisitions, pending receipt of additional funding.

Critical Accounting Policies

Our financial statements and the notes to the financial statements have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

As a “smaller reporting company” (as defined in Rule 12b-2 under the Exchange Act), we are not required to provide this information

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. This ASU is currently not expected to have a material impact on our financial statements. 

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

No accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact on our financial statements upon adoption.

Item 8. Financial Statements and Supplementary Data (PCAOB 50909).

CYBER APPS WORLD INC. FINANCIAL STATEMENTS

July 31, 2023 and July 31, 2022

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Cyber Apps World Inc and its Subsidiaries (collectively, the “Company”) as of July 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the years ended July31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended July 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

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 incurred substantial losses during the years ended July 31, 2023 and 2022. As of July 31, 2023 and 2022, the Company had a working capital deficit.  Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern. Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of Matter

Restatement of Previously Issued Consolidated Financial Statements.

As discussed in Note 1 to the consolidated financial statements, the Company has restated its consolidated financial statements as of July 31, 2023 and 2022 to correct certain misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The engagement team determined that the Company’s software and goodwill’s impairment valuation met the criteria to be considered a critical audit matter because these assets comprised a material portion of the Company’s total assets, and they require a significant amount of judgment to estimate the carrying value of these assets. Given the subjective nature of assessing the carrying value of intangible assets, the Company faces challenges in determining whether events or changes in circumstances indicate a potential impairment, and the adoption of impairment testing methodology and key assumption such as discount rates, growth rates and cash flow projections. 

In order to the address this critical audit matter, the engagement team first gained an understanding on the changes in its business operation, management valuation process, and evaluate the reasonableness of assumptions and the discounted cash flow forecast results to determine if management had properly accounted for the impairment valuation.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID: 1171

We have served as the Company’s auditor since 2024.

New York, New York

April 17, 2024

*Common stock, additional paid-in capital and per share data are presented on a retroactive basis to reflect the  840 to 1 reverse stock split effected in October 2022, see Note 4, Common stock, for details.

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

*Common stock, additional paid-in capital and per share data are presented on a retroactive basis to reflect the  840 to 1 reverse stock split effected in October 2022, see Note 4, Common stock, for details.

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

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

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

CYBER APPS WORLD INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2023