December 7, 2022

CYBER APPS WORLD: Unregistered Sale of Equity Securities, Material Change in Rights of Securityholders, Financial Statements and Exhibits (Form 8-K)

Item 3.02 Unrecorded Sales of Equity securities.

On June 23, 2022following the creation of the series of preferred shares referred to in 3.03 below, we issued 100,000 Series A High Voting Preferred Shares to Catherine Malenko, one of our administrators. We sold these shares to Ms Malenko for consideration of $0.001 per share, or $100.

We issued these preferred shares pursuant to Section 4(2) of the Securities Act of 1933. We were able to rely on this exemption as this issuance does not constitute a public offering of our shares.

As part of this show, Ms Malenko had access to all material aspects of the company, including operations, management, offer details, risk factors and financial statements. She also told us that she was acquiring the shares principally for her own account with the intention of investing. She also stated that she was sophisticated, had prior investment experience, and had adequate and reasonable opportunity and access to any business information necessary to make an informed decision. This issuance of securities has not been accompanied by general advertising or general solicitation. The shares were issued with a restrictive legend of Rule 144.

Section 3.03 Material Change in Rights of Securityholders.

On June 22, 2022our Board of Directors has approved the creation of a series of preferred shares designated Series A High Voting Preferred Shares (the “Series A Shares”), consisting of 1,000,000 shares, par value $0.001 per share. The Series A Shares will have the following preferences, powers, designations and other special rights:

1.    Voting.

Each Series A share entitles its holder to 10,000 votes on all matters submitted to shareholders of the common shares of the Company. A holder of Series A shares will vote with the holders of common shares as one class on all matters submitted to common shareholders.

2.    Dividends.

Holders of Series A shares of the Company will not be entitled to receive any dividends paid on the common shares of the Company.

3.    No Liquidation Preference.

Upon the liquidation, dissolution and liquidation of the Company, whether voluntary or involuntary, the holders of Series A Shares then outstanding will not be entitled to receive out of the assets of the Company, whether capital or earnings available for distribution, amounts which will otherwise be available and distributed to the holder of Ordinary Shares.


4.    Conversion.

The Series A shares will not be convertible into common shares of the Company.

The purpose of creating the Series A shares is to ensure the continuity of our management in pursuing our business plan in the midst of dilution following the conversion of convertible promissory notes held by third-party lenders.

Item 9.01 Financial statements and supporting documents

 Exhibit No. Description

   99.1     Certificate of Designation


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