Item 3.02 Unregistered Sales of Equity Securities

On January 27, 2021, we completed a securities purchase agreement dated January 20, 2021 with Geneva Roth Remark Holdings, Inc. ("Geneva Roth") whereby the Company issued a convertible promissory note in the principal amount of $43,000 (the "Note") to Geneva Roth. The Company has received net proceeds of $40,000 in cash from Geneva Roth. Interest accrues on the outstanding principal amount of the Note at the rate of 10% per year. The Note is due and payable on January 20, 2022. 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 days 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 more than three trading days' 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.

The foregoing descriptions are qualified in their entirety by reference to the convertible notes, which are filed as exhibits to this current report and are incorporated herein by reference.

We completed this offering 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 an accredited investor 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 purchaser was purchasing the securities for the purchaser's own account for investment purposes and not with a view towards distribution, and (2) that the purchaser 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 9.01 Financial Statements and Exhibits





Exhibit No.   Description
  10.1          Convertible Promissory Note executed by Cyber Apps World Inc. dated
              for reference January 20, 2021




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