Cyber Apps World - Quarter Report: 2020 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2020

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.

(Exact name of registrant as specified in its charter)

420 N. Nellis Blvd., Suite A3-146, Las Vegas, NV, 89110

(Address of principal executive offices) (Zip Code)

(702) 805-0632

Registrant’s telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

170, 912,128 shares of common stock are issued and outstanding as of May 15, 2020.

Table of Contents

PART I FINANCIAL INFORMATION

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2019 In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

The results of operations for the nine months ended April 30, 2020 and 2019 are not necessarily indicative of the results for the entire fiscal year or for any other period.

JACK SHAMA, CPA, MA

1498 East 32^nd Street

Brooklyn, NY 11234

goaliyah@hotmail.com

347-481-0537

To the shareholders and the board of directors of Cyber Apps World Inc.

Report of Independent Registered Public Accounting Firm.

I have reviewed the accompanying balance sheet of Cyber Apps World Inc. and the related statements of income, stockholders equity and cash flow for the three month period ending April 30, 2020. Based on my review I am not aware of any material modifications that should be made to the accompanying interim financial information for it to conform with accounting principles generally accepted in the United States of America.

Basis for review results.

These financial statements are the responsibility of the company’s management. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

I conducted my review in accordance with the standards of the PCAOB. A review of interim financial

Information consists principally of applying analytical procedures and making inquires of persons responsible for financial and accounting matters. A review of interim financial information is substantially less in scope then an audit conducted in accordance with the standards of the PCAOB, the objective of which is an expression of an opinion regarding the financial statements taken as a whole, and accordingly, no such opinion is expressed.

Jack Shama, CPA

May 8, 2020

I have served as the company’s auditor since March 2019.

Cyber Apps World, Inc.

Consolidated Balance Sheets

(unaudited)

The accompanying notes are an integral part of these condensed financial statements

Cyber Apps World, Inc.

Consolidated Statements of Operations

(unaudited)

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

Cyber Apps World, Inc.

Consolidated Statements of Cash Flows

(unaudited)

The accompanying notes are an integral part of these condensed financial statements

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of and for the Nine Months Ended April 30, 2020

(unaudited)

Note 1. Summary of Significant Accounting Policies

Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Cyber Apps World Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Cyber Apps World Inc for the year ended July 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2020.

Going Concern

The Company’s financial statements for the period ended April 30, 2020, 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 and as of April 30, 2020. 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 has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. 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 business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

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

The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2019. There were no significant changes to these accounting policies during the nine months ended April 30, 2020 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements

Note 2. 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 or warrants that could affect the calculated number of shares. Common stock equivalents related to convertible debt are detailed in Note 3.

Note 3. Convertible Notes Payable and Notes Payable

As of July 31, 2019 and 2018, the Company has a balance of convertible notes is $0 and $77,593 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 3,879,650 common shares. The debt is due upon demand and bears 0% interest.

As of July 31, 2019, the Company has a note payable totaling $100,000, which is due upon demand and bear 10% interest.

On August 27, 2018 the company signed a Promissory Note for 100,000 with simple interest of 10% per annum accrued in arrears quarterly.

On December 3, 2019, the company entered into a securities purchase agreement (“SPA”) with Crown Bridge Partners, LLC (“Crown Bridge”) whereby it issued a convertible promissory note in the principal amount of up to $60,000 (the “Note”) to Crown Bridge. The company has received proceeds of $20,000 in cash from Crown Bridge. Interest accrues on the outstanding principal amount of the Note at the rate of 10% per year. The Note is due and payable on December 3, 2020. The Note is convertible into common stock at any time after the issue date at the lower of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day prior to the date of the Note, and (ii) 55% multiplied by the lowest trading price during the twenty-five trading day prior to the conversion date. Crown Bridge does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Crown Bridge, to prepay the outstanding balance on this Note for (i) 135% of all unpaid principal and interest if paid within 90 days of the issue date and (ii) 150% of all unpaid principal and interest starting on the 91st day following the issue date. In connection with the Note, the company provided Crown Bridge with an original issuance discount of $2,000 for its expenses and legal fees, as well as a fee of $1,500 to cover Crown Bridge’s legal expenses in connection with the SPA and Note.

On December 13, 2019, the company completed a securities purchase agreement (“SPA”) with Power Up Lending Group Ltd. (“Power Up”) whereby it issued a convertible promissory note in the principal amount of up to $925,000 (the “Note”) to Power Up. The company has received proceeds of $58,000 in cash from Power Up. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year. The Note is due and payable on December 13, 2020 with respect to the $58,000 advanced. The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price during the twenty trading day prior to the conversion date. Power Up does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Power Up, to prepay the outstanding balance on this Note for (i) 120% of all unpaid principal and interest if paid within 60 days of the issue date; (ii) 125% of all unpaid principal and interest if paid between 61 and 90 days of the issue date; (iii) 130% of all unpaid principal and interest if paid between 91 and 120 days of the issue date; and (iv) 135% of all unpaid principal and interest if paid between 121 and 150 days of the issue date; and (v) 139% of all unpaid principal and interest if paid between 151 and 180 days of the issue date. During the fiscal period ended April 30, 2020, the Company opted to prepay the Note and extinguish this convertible debt.

On April 15, 2020, the company entered into a securities purchase agreement (“SPA”) with Fidelis Capital, LLC. (“Fidelis”) whereby it issued a convertible promissory note in the principal amount of $45,000 (the “Note”) to Fidelis. The company has received proceeds of $45,000 in cash from East Coast. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year, which is compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 60% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. Fidelis does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Fidelis, to prepay the outstanding balance on this Note for 115% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance discount of $5,000 for its expenses and legal fees.

On April 15, 2020, the company entered into a securities purchase agreement (“SPA”) with East Capital Investment Corp. (“East Capital”) whereby it issued a convertible promissory note in the principal amount of up to $57,500 (the “Note”) to East Capital. The company has received proceeds of $57,500 in cash from East Capital. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year, which is compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 60% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. East Capital does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to East Capital, to prepay the outstanding balance on this Note for 110% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided East Capital with an original issuance discount of $7,500 for its expenses and legal fees.

Note 4. Subsequent Events

Subsequent to the fiscal period ended April 30, 2020, the company opted to prepay the Note that it issued to Crown Bridge and extinguish this convertible debt.

Subsequent to the fiscal period ended April 30, 2020, the company entered into a securities purchase agreement (“SPA”) with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) whereby it issued a convertible promissory note in the principal amount of up to $68,000 (the “Note”) to Geneva Roth. The company has received proceeds of $65,000 in cash from Geneva Roth. Interest accrues on the outstanding principal amount of the Note at the rate of 10%. The Note is due and payable on May 1, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. Geneva Roth does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Geneva Roth, to prepay the outstanding balance on this Note for 130% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance discount of $3,000 for its expenses and legal fees.

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

Forward Looking Statements

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

Background

We were incorporated on July 15, 2002 under the laws of the State of Nevada under the name Titan Web Solutions, Inc. with a view to offering a full range of business consulting services in the retail specialty coffee industry in China.

On April 9, 2015 we merged with our wholly-owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. Our business focused on the development of mobile applications focusing on 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.

We completed the acquisition of a website originally located at www.savinstultra.com and now located at www.rtsave.com (the “Website”), including, without limitation, the website domain, content, data, and all incorporated technology on April 19, 2019. We acquired a 100% undivided interest in and to the Website in consideration of us issuing 11,500,000 shares of our common stock to the vendor at closing.

The Website consists of a search engine that users access in order to compare the prices of different consumer products, which is known as a price comparison website. The initial version of the website is published and is undergoing further development. It currently features consumer items in various product categories, such as electronics, computers, cellular phones, office equipment, clothing, books, toys, and jewelry. As well, the Website includes a search function that allows users to input key words and receive a list of available consumer items that include those words. The Website was developed in Ukraine and India.

We intend to further develop the Website to specifically market to American consumers by providing real-time pricing for items that major U.S. retailers, including Wal-Mart, Best Buy, EBay, and Target, publish on their company websites. The Website will show products available at the lowest price among all sellers and incorporate this automatically into its digital marketing advertising. In order to access the content of the Website, consumers must register and establish an account with us and provide us with contact information, including a name, email address, and telephone number. Account holders who consent to the receipt of electronic correspondence from us will receive periodic emails from us that highlight sales items for specific consumer products that reflect their Website search interests.

During initial development, the vendor of the Website is able to offer products from 86 existing sellers and has agreements with an additional 420 sellers. As with other price comparison websites, we will not charge users anything to use the Website. We intend to generate revenue by securing commission payments from retailers and other sellers. These payments will vary from seller to seller, but will either consist of a fee for each time one of our users accesses a retail website through our website, a fee for each time one of our users buys an item from a retailer or register with their website, or a flat fee for inclusion on our website. Each fee arrangement with a retailer will be negotiated separately.

Since our acquisition of the Website and related technology, we have retained software developers in India that have continued development of the Website for commercial deployment. Given the relative low cost of using Indian software developers, we anticipate being able to expand the development of our website at a reasonable cost compared to competitors that employ software developers in developed countries while still maintaining Website quality. The recorded value of the Website and related technology on your balance sheet at April 30, 2020 is $407,979, consisting of the fair value of the assets based on an independent business valuation at the time of acquisition, as well as additional capital that we have expended on the Website since the acquisition. We expect that the Website will be formally launched during the spring of 2020.

Results of Operations for the Nine months Ended April 30, 2020 and 2019

Our net loss for the nine-month period ended April 30, 2020 was $117,256 (2019: $35,429), which consisted entirely of general and administrative fees. We did not generate any revenue during either nine-month period in fiscal 2020 or 2019. The expenses in the current fiscal year were higher compared to those in the comparable period in fiscal 2019 due to increased expenses that we have incurred in connection with our development of the Website.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2020, our current assets were $18,113 compared to $6,931 at July 31, 2019. The increase in current assets in the current fiscal year relates to convertible loans that we have received from arm’s length third parties. As at April 30, 2020, our current liabilities were $340,713 compared to $200,090 at July 31, 2019. Current liabilities at April 30, 2020 were comprised of $118,213 in accounts payable and accrued expenses, a $100,000 loan payable and notes payable of $122,500.

Stockholders’ deficit increased from ($8,629,846) as of July 31, 2019 to ($8,747,102) as of April 30, 2020.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine-month period ended April 30, 2020, net cash flows used in operating activities were ($110,315) consisting of a net loss of ($117,256), prepaid expenses and other current assets of ($11,182), and accounts payable and accrued liabilities $18,123. For the nine-month period ended April 30, 2019, net cash flows used in operating activities were ($37,840).

Cash Flows from Investing Activities

We used ($12,185) net cash in investing activities during the nine-month period ended April 30, 2020 in order to fund website development costs. We did have cash flows from investment activities in the comparable period in fiscal 2019 of ($1,350,000).

Cash Flows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock or from loans. During the nine-month period ended April 30, 2020, we received loans totaling $122,500. In the comparative period ended April 30, 2019, we generated $100,000 from a loan and $1,395,200 from additional paid in capital. Of these amounts, we used $107,360 to retire a note payable. Thus, net cash flows from financing activities during the comparative period were $13,87,840.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors’ report accompanying our July 31, 2019 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. 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 April 30, 2020, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of internal control over financial reporting as of April 30, 2020. 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 April 30, 2020, 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 third quarter of our 2020 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.  Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 15, 2020, the company entered into a securities purchase agreement (“SPA”) with Fidelis Capital, LLC. (“Fidelis”) whereby it issued a convertible promissory note in the principal amount of $45,000 (the “Note”) to Fidelis. The company has received proceeds of $45,000 in cash from East Coast. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year, which is compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 60% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. Fidelis does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Fidelis, to prepay the outstanding balance on this Note for 115% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance discount of $5,000 for its expenses and legal fees.

On April 15, 2020, the company entered into a securities purchase agreement (“SPA”) with East Capital Investment Corp. (“East Capital”) whereby it issued a convertible promissory note in the principal amount of up to $57,500 (the “Note”) to East Capital. The company has received proceeds of $57,500 in cash from East Capital. Interest accrues on the outstanding principal amount of the Note at the rate of 12% per year, which is compounded monthly. The Note is due and payable on April 15, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 60% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. East Capital does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to East Capital, to prepay the outstanding balance on this Note for 110% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided East Capital with an original issuance discount of $7,500 for its expenses and legal fees.

On May 1, 2020, the company entered into a securities purchase agreement (“SPA”) with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) whereby it issued a convertible promissory note in the principal amount of up to $68,000 (the “Note”) to Geneva Roth. The company has received proceeds of $65,000 in cash from Geneva Roth. Interest accrues on the outstanding principal amount of the Note at the rate of 10%. The Note is due and payable on May 1, 2021. The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price during the previous twenty trading day prior to the conversion date. Geneva Roth does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The company shall have the right, exercisable on not less than three trading days’ prior written notice to Geneva Roth, to prepay the outstanding balance on this Note for 130% of all unpaid principal and interest if paid within 180 days of the issue date. In connection with the Note, the company provided Fidelis with an original issuance discount of $3,000 for its expenses and legal fees.

We completed these offerings pursuant to Rule 506 of Regulation D of the Securities Act.

Regulation D and Rule 506 Compliance

No advertising or general solicitation was employed in offering the securities. The offer and sales were made to accredited investors and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.

Pursuant to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchasers were not underwriters within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchasers were purchasing the securities for the purchasers’ own accounts for investment purposes and not with a view towards distribution, and (2) that the purchasers had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities are registered under the Act or unless an exemption from registration is available.

Item 3.  Defaults Upon Senior Securities.

None

Item 4. Mine Safety

Not Applicable

PART II

Item 6. Exhibits.

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.

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