Item 3.02 Unregistered Sales of Equity Securities


On March 8, 2021, we completed a securities purchase agreement dated March 4,
2021 with Geneva Roth Remark Holdings, Inc. ("Geneva Roth") whereby the Company
issued a convertible promissory note in the principal amount of $43,500 (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 March 4, 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 description is qualified in its entirety by reference to the convertible note, which is filed as an exhibit to this current report and is 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 March 4, 2021.






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