Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - Cyberfort Software, Inc. | cybf_ex321.htm |
| EX-31.1 - CERTIFICATION - Cyberfort Software, Inc. | cybf_ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2018
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to ___________
| CYBERFORT SOFTWARE, INC. |
| (Exact name of registrant as specified in its charter) |
Commission File Number: 333-174894
| Nevada |
| 38-3832726 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
| ||
| 388 Market Street, Suite 1300 San Francisco, CA |
94111 | |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (415) 295 4507
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Name of each exchange on which registered: | |
| None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(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 x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 x
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 x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | Emerging growth company | ¨ | |
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 Act). Yes ¨ No x
There was no active public trading market as of the last business day of the Company’s first fiscal quarter, so there was no aggregate market value of common stock held by non-affiliates.
As of July 23, 2018, the registrant had 31,258,612 shares of common stock, par value $0.001 per share, outstanding.
Documents incorporate by reference: None.
CYBERFORT SOFTWARE, INC.
ANNUAL REPORT ON FORM 10-K
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| Table of Contents |
FORWARD LOOKING STATEMENTS
Except for historical information, this document contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our revenue mix, anticipated costs and expenses, development, relationships with strategic partners and other factors discussed under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These forward-looking statements may include declarations regarding our belief or current expectations of management, such as statements indicating that “we expect,” “we anticipate,” “we intend,” “we believe,” and similar language. We caution that any forward-looking statement made by us in this Form 10-K or in other announcements made by us are further qualified by important factors that could cause actual results to differ materially from those projected in the forward-looking statements.
In this Report, unless otherwise noted or as the context otherwise requires: “the Company,” “we,” “us,” “our,” and “Cyberfort” refers to Cyberfort Software, Inc.
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| Table of Contents |
Cyberfort Software, Inc., formerly Patriot Berry Farms, Inc. (“Cyberfort Software” or the “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. From January 2013 until September 2016, the Company, under the name of Patriot Berry Farms, Inc. was in the business of acquiring and establishing profitable berry farms throughout the United States. The main focus of the Company was on blueberry production with a secondary focus on strawberry and raspberry production. Since September 2016, the Company has pursued opportunities in the cybersecurity technology business sector.
On September 26, 2016, the board of directors and the majority shareholders of the Patriot Berry Farms, Inc. approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Cyberfort Software, Inc. to support the total rebranding and change in sector for the Company.
On December 27, 2012, a change in control occurred as an officer and director of the Company purchased 54,400,000 shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which 19,200,000 shares were subsequently voluntarily cancelled for no consideration.
On January 28, 2013, the Board of Directors and majority shareholders approved an amendment to the Articles of Incorporation of the Company to change its name to Patriot Berry Farms, Inc.
In August, 2013, the Company hired a Director of Farming and entered into an agreement, wherein the Company will pay a fee of $5,000 per month to the director for a period of 24 months in exchange for assistance in identifying, underwriting, and negotiating the terms of potential farm acquisitions on the Company’s behalf. Further, the director will assist the Company in the development of its operations and distribution, amongst other responsibilities. Upon the expiration of the initial 24 months of the director’s agreement’s term, the Company will ascertain if an increase in the monthly fee is warranted.
In November, 2013, the Company acquired the Morningstar Farm, an operational blueberry farm in Levy County, Florida.
On April 4, 2014, the Company, through Douglas Harmon, who was the Company’s Farm Manager of the Morningstar Farm entered into the Sale Agreement with Dole Berry Company. Pursuant to the Sale Agreement, Dole was acting as the exclusive sales agent of the Company to market and sell all of the blueberries produced by the Grower from the Farm for a period of five (5) harvest years beginning January 1, 2014 until December 31, 2018 unless terminated earlier. The Company received advances equal to $1.00 per pound of finished product weight each week minus receiving and handling charges, as well as 10% commission that was paid to Dole. The Company was due to pay to the Mr. Harmon a commission equal to 2% of the revenues from the sales of finished products, but has since made a settlement within the sale of the farm, which included this payment.
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On April 23, 2015, the Company sold the Morningstar Farm to Douglas and Gail Harmon.
On September 20, 2016, Patriot Berry Farms, Inc. (the “Company”), and Ferlin Corp. (“Ferlin”) entered into an Assignment Agreement pursuant to which Ferlin assigned to the Company all of Ferlin’s right, title, and interest in the Vivio application, including the Vivio Source Code Application (ie., 18,277 lines of iOS) (the “Application”) in exchange for common stock of the Company. The Company shall issue to Ferlin one million five hundred thousand (1,500,000) shares of the Company’s common stock (“Shares”), as follows:
|
| 1. | Seven hundred and fifty thousand (750,000) Shares upon the Effective Date of the Assignment Agreement; and |
|
| 2. | Seven hundred and fifty thousand (750,000) Shares upon transfer of title of the Application to Assignee. |
Ferlin and Mistrin PTY, LTD (“Mistrin”) entered into that certain Purchase Agreement dated June 6, 2016 (the “Purchase Agreement”) pursuant to which Ferlin acquired the interest in the Application.
Ferlin previously paid to Mistrin the first two payments, totaling fifty thousand dollars ($50,000) that were due under the Section 3 of the Purchase Agreement. The Company has agreed to pay the remaining payments in accordance with the Assignment Agreement as follows:
|
| 1. | Fifty thousand dollars ($50,000) on or before September 26, 2016; |
|
| 2. | Fifty thousand dollars ($50,000) on or before December 25, 2016, and |
|
| 3. | Fifty thousand dollars ($50,000) on or before March 18, 2017. |
Additionally, the Purchase Agreement requires the Company to provide $10,000 per calendar month for marketing and development of the enterprise code.
As of the date of filing, the company has not made any of the required payments and is behind on development payments. The Company is in the process of amending the Purchase Agreement with Mistrin, which will restructure the remaining payments and ensure all obligations are fulfilled.
Pursuant to the Assignment Agreement the Company will now focus its business in the development of the Application and related technology.
On February 23, 2018, the board of directors and the majority shareholders of Cyberfort Software, Inc. approved a reverse share split of its common stock at a ratio of 10,000:1, which was completed on April 19, 2018.
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Description of Business
Vivio is an iOS 10 app that allows the user to experience the web the way it is supposed to be, faster and cleaner, but without compromising their online safety. Vivio not only removes ads from the websites you visit in Safari, Google Chrome Extension, and Mozilla Firefox, it also saves the user’s data traffic and data traffic costs up to 50% and makes the user’s battery lasts longer as a result.
The Vivio enterprise suite will include a range of privacy centric, data/bandwith optimizations and permission based controls for companies to ensure the safety of devices used by their employee’s to safeguard against advertising malware and usage options. Some of the features will feature current Vivio technology provided in the consumer version with enterprise made enhancements which will include:
| · | ad blocking (enhanced malware detection) | |
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| · | privacy protection | |
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| · | reduction of data costs and bandwidth usage |
| · | faster website browsing | |
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| · | better battery performance | |
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| · | cloud based ad blocking rule updates | |
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| · | url blocking with the ability to optimize preferences on a company basis | |
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| · | cloud based management suite to send application for download to employee’s enabling visibility on device usage, browsing and a range of analytical tools | |
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| · | API to integrate into existing mobile enterprise management companies, who can add on Vivio’s proprietary ad blocking engine to their suite of features |
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Employees
The Company’s sole employee is Daniel Cattlin, its sole officer and director. Our officer and director is responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.
Available Information
We electronically file certain documents with the Securities and Exchange Commission (the SEC). We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto. From time-to-time, we may also file registration statements and related documents in connection with equity or debt offerings. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments
None.
Our principal executive office is located at 388 Market Street, Suite 1300, San Francisco, CA 94111. Our telephone number is (415) 295-4707. This property is being rented on a month to month basis.
We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 4. Mine Safety Disclosures
Not applicable.
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(a) Market Information
The Company’s common stock is currently quoted on OTC Markets Pink under the symbol “CYBF”. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the OTCQX. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
| Fiscal Year 2017 |
| High |
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| Low |
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| First Quarter |
| $ | 0.136 |
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| $ | 0.10 |
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| Second Quarter |
| $ | 0.1845 |
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| $ | 0.10 |
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| Third Quarter |
| $ | 0.30 |
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| $ | 0.10 |
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| Fourth Quarter |
| $ | 0.10 |
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| $ | 0.084 |
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| Fiscal Year 2018 |
| High |
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| Low |
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| First Quarter |
| $ | 0.14 |
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| $ | 0.03 |
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| Second Quarter |
| $ | 0.3 |
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| $ | 0.00 |
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| Third Quarter |
| $ | 0.1 |
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| $ | 0.0 |
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| Fourth Quarter |
| $ | 0.1 |
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| $ | 0.0 |
|
(b) Holders
As of July 23, 2018, there were 24 record holders of shares of the Company's common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.
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(c) Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.
(d) Securities Authorized for Issuance under Equity Compensation Plans
We have no existing equity compensation plan.
Transfer Agent
Our transfer agent is Pacific Stock Transfer Inc. Located at 6725 Via Austi Pkwy, Suite 300 Las Vegas, Nevada 89119
Recent Sales of Unregistered Securities
In July 2016, the Company issued 100,000 shares of its common stock, par value $0.001 per share, valued at $0.10 per share to its President in consideration of $10,000 settlement payment that was made by Cattlin on behalf of the Company to Anthony DiMeo on December 24, 2014.
In July 2016, the Company issued 290,000 shares of its common stock, par value $0.001 per share, valued at $0.10 per share to its President in consideration of $29,000 invested into the Company on July 7, 2016.
On July 25, 2016, the Company issued 1,000,000 shares of its common stock to its current President, par value $0.001 per share, for the service rendered. 500,000 shares of common stock have been valued at $0.50 per share for the year ended March 31, 2015 and 500,000 shares of common stock have been valued at $0.10 per share for the year ended March 31, 2016. The stock based compensation expenses were recognized over the service period.
On September 20, 2016, the Company issued 1,220,588 shares of its common stock, par value $0.001, to Ferlin Corp for Assignment of the Purchase and Sale Agreement and $40,000 cash.
On September 27, 2016, the Company issued 8,718,000 shares of its common stock at a value of $0.085 per to Mistrin PTY, LTD and others related to the acquisition of the Vivio Application and source code.
On October 27, 2016, the Company issued 86,928 shares of its common stock for cash proceeds of $10,000.
On November 3, 2016, the Company issued 106,684 shares of its common stock for cash proceeds of $10,000.
On November 17, 2016, the Company issued 87,840 shares of its common stock for cash proceeds of $10,000.
On January 9, 2017, the Company issued 32,895 shares of its common stock for cash proceeds of $10,000.
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On February 17, 2017, the Company issued 22,522 shares of its common stock for cash proceeds of $10,000.
On February 17, 2017, the Company issued 45,025 shares of its common stock for cash proceeds of $20,000.
On March 7, 2017, the Company issued 72,464 shares of its common stock for cash proceeds of $20,000.
On June 12, 2017, the Company issued 117,647 shares of its common stock for cash proceeds of $4,000.
On July 3, 2017, the Company issued 73,332 shares of its common stock for cash proceeds of $2,200
On December 12, 2017, the Company issued 500,000 shares of its common stock, par value $0.001, to Alexander Houstoun-Boswall pursuant to a board of director’s vote dated September 16, 2013.
On December 12, 2017, the Company issued 750,000 shares of its common stock, par value $0.001, to Ferlin Corp for Assignment of the Purchase and Sale Agreement dated September 20, 2016.
As of March 31, 2018 and 2017 there were 86,123,796 and 85,759,911 shares of common stock issued and outstanding, respectively.
On April 19, 2018, the Company issued 30,000,000 shares of its common stock, par value $0.001, to the Company President as repayment for accrued compensation and accrued stock payable per his employment agreement. The shares were issued pursuant to a board of director’s vote dated April 19, 2018.
On June 15, 2018, the Company issued 1,250,000 shares of common stock from the conversion of a note payable.
The above issuances of shares are exempt from registration, pursuant to Section 4(2) of the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.
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Rule 10B-18 Transactions
During the year ended March 31, 2018, there were no repurchases of the Company’s common stock by the Company.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.
Overview
Cyberfort Software, Inc. (“Cyberfort Software” or the “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc.). From January 2013, until September 2016, the Company was in the business of acquiring and establishing profitable berry farms throughout the United States. The main focus of the Company was on blueberry production with a secondary focus on strawberry and raspberry production. Since September 2016, the Company has pursued opportunities in the cybersecurity technology business sector. The Company plans to acquire potential technologies, positioning itself to deal with the various and increasing cyber threats through innovative protection technologies for mobile, personal and business tech devices, stretching across a number of the available platforms.
On September 26, 2016, the board of directors and the majority shareholders of the Patriot Berry Farms, Inc. approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Cyberfort Software, Inc. to support the total rebranding and change in sector for the company.
On September 20, 2016, Company and Ferlin Corp. (“Ferlin”) entered into an Assignment Agreement pursuant to which Ferlin assigned to the Company all of Ferlin’s right title and interest in the Vivio application, including the Vivio Source Code Application (ie., 18,277 lines of iOS) (the “Application”) in exchange for common stock of the Company. The Company shall issue to Ferlin one million five hundred thousand (1,500,000) shares of the Company’s common stock (“Shares”), as follows:
|
| 1. | Seven hundred and fifty thousand (750,000) Shares upon the Effective Date of the Assignment Agreement; and |
|
| 2. | Seven hundred and fifty thousand (750,000) Shares upon transfer of title of the Application to Assignee. |
Ferlin and Mistrin PTY, LTD (“Mistrin”) entered into that certain Purchase Agreement dated June 6, 2016 (the “Purchase Agreement”) pursuant to which Ferlin acquired the interest in the Application.
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Ferlin has previously paid to Mistrin the first two payments, totaling fifty thousand dollars ($50,000) that were due under the Section 3 of the Purchase Agreement. The Company has agreed to pay the remaining payments in accordance with the Assignment Agreement as follows:
|
| 1. | Fifty thousand dollars ($50,000) on or before September 26, 2016; |
|
| 2. | Fifty thousand dollars ($50,000) on or before December 25, 2016, and |
|
| 3. | Fifty thousand dollars ($50,000) on or before March 18, 2017. |
Additionally, the Purchase Agreement requires the company to provide $10,000 per calendar month for marketing and development of the enterprise code.
As of the date of filing, the company has not made any of the required payments and is behind on development payments. The Company is in the process of amending the Purchase Agreement with Mistrin, which will restructure the remaining payments and ensure all obligations are fulfilled.
Description of Business
Vivio is an iOS 10 app that allows users to experience the web the way it is supposed to be, faster and cleaner, but without compromising their online safety. Vivio not only removes ads from the websites you visit in Safari, Google Chrome Extension and Mozilla Firefox it also saves you data traffic and data traffic costs up to 50% and results in longer battery life.
The Vivio enterprise suite will include a range of privacy centric, data/bandwith optimizations and permission based controls for companies to ensure the safety of devices used by their employee’s to safeguard against advertising malware and usage options. Some of the features will feature current Vivio technology provided in the consumer version with enterprise made enhancements which will include:
| · | ad blocking (enhanced malware detection) | |
| · | privacy protection | |
| · | reduction of data costs and bandwidth usage | |
| · | faster website browsing | |
| · | better battery performance | |
| · | cloud based ad blocking rule updates | |
| · | url blocking with the ability to optimize preferences on a company basis | |
| · | cloud based management suite to send application for download to employee’s enabling visibility on device usage, browsing and a range of analytical tools | |
| · | API to integrate into existing mobile enterprise management companies, who can add on Vivio’s proprietary ad blocking engine to their suite of features |
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Plan of Operation
The company’s overall plan is to identify and acquire potential technologies, positioning itself to deal with the various and increasing cyber threats through innovative protection technologies for mobile, personal and business tech devices, stretching across a number of the available platforms. The Company plans to concentrate on completing the final development stage and marketing of the Vivio app.
Results of Operations
Comparison of the year ended March 31, 2018 and 2017
Revenues
During the year ended March 31, 2018 and 2017, we generated no revenues.
Operating Expenses
We incurred operating expenses in the amount of $236,596 during the year ended March 31, 2018 compared to $1,349,149 for the year ended March 31, 2017. The decrease in net operating expenses is due primarily to the $1,018,530 in non-recurring charges expensed in the prior year for acquired intangible technology due to default of various requirements in the Purchase and Sale Agreement that did not re-occur in the year ended March 31, 2018. Our operating costs were further reduced by a decrease in general and administrative expenses of $94,023 from the prior year which consisted of legal, accounting, business development and marketing expenses.
Net Other Gain (Loss)
We had net other losses during the year ended March 31, 2018 of $1,028 in interest costs compared to $0 for the year ended March 31, 2017.
Net Loss
We incurred a net loss of $237,624 during the year ended March 31, 2018 compared to a net loss of $1,349,149 for the year ended March 31, 2017. The decrease in net loss is primarily due to costs incurred regarding the Vivio intellectual property acquisition and the impairment of the technology due to default of various requirements in the Purchase and Sale Agreement that did not re-occur in the year ended March 31, 2018.
Liquidity and Capital Resources
As reflected in the accompanying financial statements, the Company had a net loss of $237,624 as of March 31, 2018, a working capital deficit of $817,537 and accumulated deficit of $4,156,172 at March 31, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
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We are a technology driven company. We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern. The growth and development of our business will require significant amounts of additional working capital. There is no certainty that the Company will be able to raise the amount of funds needed or at a price that it finds acceptable. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.
Net cash used in our operating activities during the year ended March 31, 2018 was $62,412 as compared to $154,626 for the same period ended March 31, 2017 a decrease of $92,214. This decrease is due to a reduction legal, accounting, business development and marketing expenses.
The Company had no cash provided or used by investing activities in the years ending March 31, 2018 and 2017 due to the lack of cash available for growth..
Net cash provided by financing activities in the year ended March 31, 2018 was $58,640 as compared to $159,050 for the same period ended March 31, 2017. This decrease is due to a reduction in subscription agreements and common stock sales for cash in the year ended March 31, 2018.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of March 31, 2018, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We do not hold any derivative instruments and do not engage in any hedging activities.
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Item 8. Financial Statements and Supplementary Data.
Index to the Financial Statements
March 31, 2018 and 2017
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Cyberfort Software, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Cyberfort Software, Inc. (the Company) as of March 31, 2018 and 2017, and the related statements of income, stockholders’ deficit, and cash flows for each of the years in the two year period ended March 31, 2018, 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 March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two year period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
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, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control 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.
As discussed in Note 3 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2019 raise substantial doubt about its ability to continue as a going concern. The 2018 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /S/ LBB & ASSOCIATES LTD., LLP | |
| We have served as the Company’s auditor since 2013. | |
| Houston, Texas | |
| July 23, 2018 | |
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Balance Sheets
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| March 31, 2018 |
|
| March 31, 2017 |
| ||
| ASSETS |
| |||||||
| Current assets |
|
|
|
|
|
| ||
| Cash |
| $ | 652 |
|
| $ | 4,424 |
|
| Prepaid expenses |
|
| - |
|
|
| 4,167 |
|
| Total current assets |
|
| 652 |
|
|
| 8,591 |
|
| TOTAL ASSETS |
| $ | 652 |
|
| $ | 8,591 |
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities |
|
|
|
|
|
|
|
|
| Accounts payable |
| $ | 115,841 |
|
| $ | 107,925 |
|
| Accrued expense |
|
| 399,907 |
|
|
| 286,779 |
|
| Stock payable |
|
| 100,000 |
|
|
| 110,000 |
|
| Notes payable - convertible |
|
| 52,441 |
|
|
| - |
|
| Notes payable |
|
| 150,000 |
|
|
| 150,000 |
|
| Total current liabilities |
|
| 818,189 |
|
|
| 654,704 |
|
| Total liabilities |
|
| 818,189 |
|
|
| 654,704 |
|
|
|
|
|
|
|
|
|
|
|
| Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholders' deficit: |
|
|
|
|
|
|
|
|
| Common stock, $0.001 par value - 100,000,000 share authorized, 86,123,796 shares issued and outstanding at March 31, 2018 and 85,759,911 at March 31, 2017 |
|
| 86,123 |
|
|
| 85,760 |
|
| Additional paid-in capital |
|
| 3,252,512 |
|
|
| 3,186,675 |
|
| Accumulated deficit |
|
| (4,156,172 | ) |
|
| (3,918,548 | ) |
| Total stockholders' deficit |
|
| (817,537 | ) |
|
| (646,113 | ) |
| TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
| $ | 652 |
|
| $ | 8,591 |
|
See accompanying notes to the financial statements.
| F-2 |
| Table of Contents |
Statements of Operations
|
|
| For the Years Ended |
| |||||
|
|
| March 31, |
| |||||
|
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
|
| ||
| Net revenue |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| General and admin. expenses |
|
| 186,596 |
|
|
| 280,619 |
|
| Stock compensation expense |
|
| 50,000 |
|
|
| 50,000 |
|
| Depreciation |
|
| - |
|
|
| - |
|
| Impairment on intangible property |
|
| - |
|
|
| 1,018,530 |
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
| 236,596 |
|
|
| 1,349,149 |
|
| Loss from operations |
|
| (236,596 | ) |
|
| (1,349,149 | ) |
| Other (expenses)/income |
|
|
|
|
|
|
|
|
| Interest expense |
|
| (1,028 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
| $ | (237,624 | ) |
| $ | (1,349,149 | ) |
|
|
|
|
|
|
|
|
|
|
| Loss per common share - basic and diluted |
| $ | (0.00 | ) |
| $ | (0.02 | ) |
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding - basic and diluted |
|
| 85,995,867 |
|
|
| 79,911,560 |
|
See accompanying notes to the financial statements.
| F-3 |
| Table of Contents |
Statement of Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
| |||||
|
|
|
|
|
|
|
|
| Additional |
|
| Accumulated |
|
| Stockholders' |
| |||||
|
|
| Common Stock |
|
| Paid-In |
|
| Deficit |
|
| Equity |
| ||||||||
|
|
| Shares |
|
| Amount |
|
| Capital |
|
| Stage |
|
| (Deficit) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Balance March 31, 2016 |
|
| 73,399,871 |
|
|
| 73,400 |
|
|
| 1,921,455 |
|
|
| (2,569,399 | ) |
|
| (574,544 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock for officer compensation |
|
| 1,000,000 |
|
|
| 1,000 |
|
|
| 299,000 |
|
|
|
|
|
|
| 300,000 |
|
| Issuance of common stock for officer reimbursement |
|
| 390,000 |
|
|
| 390 |
|
|
| 38,610 |
|
|
|
|
|
|
| 39,000 |
|
| Issuance of common stock for acquisition |
|
| 10,218,000 |
|
|
| 10,218 |
|
|
| 858,312 |
|
|
|
|
|
|
| 868,530 |
|
| Issuance of common stock for cash related to acquisition |
|
| 470,588 |
|
|
| 471 |
|
|
| 39,529 |
|
|
|
|
|
|
| 40,000 |
|
| Issuance of common stock for cash |
|
| 281,452 |
|
|
| 281 |
|
|
| 29,719 |
|
|
|
|
|
|
| 30,000 |
|
| Contributed Capital by officer |
|
|
|
|
|
|
|
|
|
| 50 |
|
|
|
|
|
|
| 50 |
|
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,349,149 | ) |
|
| (1,349,149 | ) |
| Balance March 31, 2017 |
|
| 85,759,911 |
|
|
| 85,760 |
|
|
| 3,186,675 |
|
|
| (3,918,548 | ) |
|
| (646,113 | ) |
| Issuance of common stock for cash |
|
| 363,885 |
|
|
| 364 |
|
|
| 65,836 |
|
|
|
|
|
| 66,200 |
| |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (237,624 | ) |
|
| (237,624 | ) |
| Balance March 31, 2018 |
|
| 86,123,796 |
|
|
| 86,124 |
|
|
| 3,252,511 |
|
|
| (4,156,172 | ) |
|
| (817,537 | ) |
See accompanying notes to the financial statements.
| F-4 |
| Table of Contents |
Statements of Cash Flows
|
|
| Years Ended |
| |||||
|
|
| March 31, |
| |||||
|
|
| 2018 |
|
| 2017 |
| ||
| Cash flows from operating activities: |
|
|
|
|
|
| ||
| Net loss |
| $ | (237,624 | ) |
| $ | (1,349,149 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Stock based compensation |
|
| 50,000 |
|
|
| 50,000 |
|
| Depreciation |
|
| - |
|
|
| - |
|
| Loss on sale of assets |
|
| - |
|
|
| - |
|
| Impairment of technology |
|
| - |
|
|
| 1,018,530 |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Prepaid expenses |
|
| 4,167 |
|
|
| (4,167 | ) |
| Accounts payable |
|
| 7,917 |
|
|
| 130,160 |
|
| Accrued expenses |
|
| 113,128 |
|
|
| - |
|
| Net cash used in operating activities |
|
| (62,412 | ) |
|
| (154,626 | ) |
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by investing activities |
|
| - |
|
|
| - |
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| Proceeds from Notes Payable |
|
| 54,140 |
|
|
| 29,000 |
|
| Payment of principle on Notes Payable |
|
| (1,700 | ) |
|
| - |
|
| Issuance of common stock for cash |
|
| 66,200 |
|
|
| 70,000 |
|
| Contributed Capital |
|
| - |
|
|
| 50 |
|
| Stock Subscription Payable |
|
| (60,000 | ) |
|
| 60,000 |
|
| Net cash provided by financing activities |
|
| 58,640 |
|
|
| 159,050 |
|
| Net change in cash |
|
| (3,772 | ) |
|
| 4,424 |
|
| Cash at the beginning of the period |
|
| 4,424 |
|
|
| - |
|
| Cash at the end of the period |
| $ | 652 |
|
| $ | 4,424 |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
| Cash paid for income taxes |
| $ | - |
|
| $ | - |
|
| Cash paid for interest |
| $ | - |
|
| $ | - |
|
| Non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
| Common stock issued for service and advances from related party |
| $ | - |
|
| $ | 339,000 |
|
| Stock and debt issued to acquire intangible assets |
| $ | - |
|
| $ | 1,018,530 |
|
See accompanying notes to the financial statements.
| F-5 |
| Table of Contents |
Notes to the Financial Statements
NOTE 1 - ORGANIZATION
Cyberfort Software, Inc. (formerly known as Patriot Berry Farms, Inc.) (Cyberfort or “The “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. On September 26, 2016, the board of directors and the majority shareholders of the Patriot Berry Farms, Inc. approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Cyberfort Software, Inc. Cyberfort is in the business of developing, marketing, and acquiring software security technology.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $652 and $4,424 in cash as of March 31, 2018 and 2017, respectively.
INCOME TAXES
The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
| F-6 |
| Table of Contents |
NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK
The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
RECLASSIFICATION
For comparability, certain prior year amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2018 and 2017, the Company has an accumulated deficit of $4,156,172 and $3,918,548. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 - INTANGIBLE ASSETS
On September 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. to assume a Purchase and Sale Agreement between Ferlin Corp and Mistrin PTY, LTD. that results in the Company effectively purchasing the title, rights, and interest to a software application, (including the source code) in exchange for various consideration. Under the Assignment and the assumed Purchase and Sale Agreement with Mistrin, the Company has assumed a non-interest bearing, unsecured Note Payable to Mistrin for $150,000, will issue 10,688,588 shares of common stock, valued at $0.085 per share, to the seller, assignor, and various individuals, and received $40,000. Consequently, the Company has recorded intangible property related to the transaction of $1,018,530. The Company had not fully issued all the required shares of common stock as of March 31, 2017. These shares were issued during the fiscal year ended March 31, 2018. As such, the Company has treated all shares as issued and outstanding within these financial statements at both March 31, 2018 and March 31, 2017.
| F-7 |
| Table of Contents |
Per the Purchase and Sale Agreement, the Company was required to make a $50,000 payment related to the assumed Note Payable on September 25, 2016. As of the March 31, 2017, the note payable is past due and the Company has yet to make the required payment and is in Material Breach of said agreement. Additionally, the Purchase and Sale Agreement obligates the Company to hire several identified individuals, fund $10,000 of marketing and development cost per month, and migrate the acquired technology into an Enterprise Class security software product prior to being able to begin the effort of generating revenue. During the year ended March 31, 2017, the Company incurred $34,000 marketing and development expenses.
The Company is in negotiations with the Assignor and Seller to amend the various agreements to enable the Company to raise additional funds in order for the Company to accomplish the execution of its current business plan. There are no guarantees that the Company will be able to renegotiate the agreements, raise the required funds, or successfully execute its business plan.
Consequently, the Company determined that the acquired intangible property’s value was impaired as of September 30, 2016, due to the material breach and significant uncertainties related to its business plan and has written off the entire value of the intangible property at that date. However, the company intends to continue its efforts to develop the Applications technology and execute its current business plan.
NOTE 5 - RELATED PARTY ADVANCES
As of March 31, 2018 and March 31, 2017, the Company did not have any related party transactions, respectively.
NOTE 6 – NOTES PAYABLE
The Company assumed a non-interest bearing Note Payable of $150,000 with a maturity date of March 18, 2017 as a part of the acquisition of the Vivio App in September 2016. As of December 31, 2017, the Company has not made any payments on this Note and is in default. The Company is negotiating with the Note holder to amend the Note’s terms.
On October 4, 2017, the Company entered into a convertible loan agreement for $12,500 with an interest rate of 8% per annum and a maturity date of October 3, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
On November 10, 2017, the Company entered into a convertible loan agreement for $5,466 with an interest rate of 8% per annum and a maturity date of November 9, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
On November 24, 2017, the Company entered into a convertible loan agreement for $1,700 with an interest of 8% per annum and a maturity date of November 23, 2018. The loan is convertible into the Company’s common stock at the market value on at the date of conversion. The loan was paid in full during the year.
On December 14, 2017, the Company entered into a convertible loan agreement for $13,300 with an interest rate of 8% per annum and a maturity date of December 13, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion
On January 24, 2018, the Company entered into a convertible loan agreement for $3,000 with an interest rate of 8% per annum and a maturity date of January 23, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
| F-8 |
| Table of Contents |
On February 13, 2018, the Company entered into a convertible loan agreement for $11,000 with an interest rate of 8% per annum and a maturity date of February 12, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
On March 26, 2018, the Company entered into a convertible loan agreement for $2,200 with an interest rate of 8% per annum and a maturity date of March 25, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
On March 31, 2018, the Company entered into a convertible loan agreement for $4,974 with an interest rate of 8% per annum and a maturity date of March 30, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
NOTE 7 - STOCKHOLDERS’ EQUITY
On December 14, 2017, the Company issued 172,996 shares of its common stock in exchange for $60,000 received during the year ending March 31, 2017 and recorded as a Stock Payable. The Company had received cash of $60,000 under Subscription Agreements to issue the 172,996 shares of common stock during the year ended March 31, 2017, but the Agreements were not executed by the investors and the common stock was not issued.
On March 29, 2018, the Company issued 190,889 shares of common stock in completion of various Stock Subscription Agreements executed during fiscal 2018.
Under the employment agreement with the CEO, the Company is required to grant shares of restricted stock after each anniversary date. At March 31, 2018 and March 31, 2017, the company has accrued a stock payable for shares earned but not issued of $100,000 and $50,000, respectively. The number of shares will be determined based upon market value of the stock at the point in time of issuance.
As of March 31, 2018 and 2017 there were 86,123,796 and 85,759,911shares of common stock issued and outstanding, respectively.
NOTE 8 - COMMITMENTS
On September 28, 2016, the Company entered into four consulting agreements with consultants to act in the role of Technology Development Manager, Chief Technology Officer, Corporate Development Officer, and Advisory Director and to provide consulting services as part of the Purchase and Sale Agreement with Mistrin (See Note 4). The term of the agreements shall be one year and shall be a rolling contract until terminated or extended. The Company shall issue each consultant a total of 200,000 shares of common stock per annum to a total of 800,000 shares per annum. The consulting agreements can be terminated after 90 days by either party for any reason and the consultant is entitled to receive the entire consideration. The 800,000 shares due under these consulting agreements were issued during the year ended March 31, 2018 and the contracts have been cancelled.
The Company has reflected it’s issuance of all committed shares related to the consulting agreements as part of the consideration paid pursuant to the Purchase and Sale Agreement with Mistrin (See Note 4).
| F-9 |
| Table of Contents |
NOTE 9 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax assets, consisting of net operating loss carryforwards and intangible assets, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended March 31, 2018 and 2017, respectively, under ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
The Company has net operating loss carry forwards totaled approximately $1,972,000 and $1,785,000, as of March 31, 2018 and 2017, respectively, and they will begin to expire in 2032.
As of March 31, 2018, the Company saw a decrease of approximately $192,000 in deferred tax assets from income tax loss carry forwards. The significant decline in the carry forwards was due to the passage of the Tax Cuts and Jobs Act on December 20, 2017 that reduced effective tax rates for future periods to 21% from 34%. The decline in value of the income tax loss carry forwards has no impact on our statement of operations. The decline due from the rate change was approximately $256,000 offset by the increase in the net operating loss for the net loss for the year ended March 31, 2018 of $64,000. Deferred tax assets were approximately $760,000 and $953,000 for 2018 and 2017, respectively, and were offset by a valuation allowance.
Actual income tax expense for the years ended March 31, 2018 and 2017 is reconciled from the amount computed by applying the U.S. federal income tax rate of 34% to losses before income taxes as follows:
|
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
|
| ||
| Expected tax benefit |
|
| (81,000 | ) |
|
| (458,700 | ) |
| Reconciling items: |
|
|
|
|
|
|
|
|
| Impact in change in tax rate |
|
| 31,000 |
|
|
| - |
|
| Permanent Differences from Stock compensation |
|
| 17,000 |
|
|
| 17,000 | |
| Change in Valuation Allowance |
|
| 33,000 |
|
|
| 441,700 |
|
|
|
|
|
|
|
|
|
|
|
| Total tax expense |
| $ | - |
|
| $ | - |
|
| F-10 |
| Table of Contents |
NOTE 10 - SUBSEQUENT EVENTS
On April 19, 2018, the Company underwent a reverse stock split at a ratio of 10,000 to 1 share, reducing the issued and outstanding shares from 86,123,796 to 8,612 shares issued and outstanding as of the date of the reverse split.
On April 19, 2018, the Company issued 30,000,000 shares, post-split, to the Company’s President as repayment for accrued compensation and accrued stock payable
On June 19, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.
On June 28, 2018, the Company entered into a convertible loan agreement for $18,000 with an interest rate of 8% per annum and a maturity date of June 30, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.
| F-11 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with accountants on accounting and financial disclosure.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure and Control Procedures
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2017.
Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting.
Certain internal control weaknesses became evident that, in the aggregate, represent material weaknesses, including: (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation.
As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
(b) Managements’ 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 Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.
Internal control over financial reporting cannot provide absolute assurance of achieving their objectives. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures. Due to their inherent limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. It is possible to design safeguards to reduce, but not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
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| Table of Contents |
Management has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on such evaluation, our CEO and Principal Financial Officer have concluded that, as of March 31, 2018, our internal controls over financial reporting were not effective.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, which provides that issuers that are not an “accelerated filer” or “large accelerated filer” are exempt from the requirement to provide an auditor attestation report.
(c) Changes to Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
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Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the names, ages and positions of all of the directors and executive officers of the Company and the positions they hold as of the date hereof. The directors of the Company will hold such office until the next annual meeting of shareholders and until his or her successor has been elected and qualified. Executive officers are elected by the Board of Directors and serve at the discretion of the Board.
| Name |
| Age |
| Position |
|
| ||||
| Daniel Cattlin |
| 30 |
| President, Chief Executive Officer, Secretary, Treasurer, and Director |
Set forth below is a brief description of the background and business experience of each of our executive officers and directors.
Daniel Cattlin, 30, President, Chief Executive Officer, Secretary, Treasurer, and Director.
Daniel Cattlin brings a new age perspective to the business, with expertise in project and asset management, and a background in corporate finance - this, giving him both the operational and financial understanding to take companies from startup and early development, through to expansion and capital growth within a public environment.
His success in creating business growth and developed began when he started in asset management. In 2006 Mr. Cattlin started work for a specialist property management firm where he learned the key factors associated to creating growth within this sector; understanding the financial, legal, and compliance procedures involved, and a master of negotiation, Mr. Cattlin achieved high returns for both his company and his clients, which lead to him successfully managing several multi-million dollar portfolios for investment clients.
Mr. Cattlin then went on to work at a Financial Advisory in 2008 for four years, where he specialized in Corporate Finance, Mr. Cattlin helped his clients deal with the source of funding and the capital structure of their corporation, as well as the actions that their managers should take to increase the value of the firm to the shareholders.
In 2012 Mr. Cattlin then worked for The NextGen Series, an elite European soccer tournament in an Operations Management role, ensuring financial and operational targets were met; in turn, the tournament was huge a success. The tournament was aired globally to millions of viewers, and included the largest, multi-billion dollar, soccer teams in the world, teams such as: Barcelona (champions of the Spanish La Liga) and Manchester City (champions of the English Premier League)
Most recently, Mr. Cattlin was employed as a writer and Sub-Editor for The Sun, the United Kingdom’s most read newspaper.
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
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Family Relationships
Since Daniel Cattlin is the sole officer and director of the Company. Therefore, there are no other family relationships among any of our directors or executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, requires that our directors and executive officers and persons who beneficially own more than 10% of our Common Stock (referred to herein as the “Reporting Persons”) file with the SEC various reports as to their ownership of and activities relating to our Common Stock. Such Reporting Persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review of reports filed with the SEC, none of the Company’s Reporting Persons have filed the Section 16(a) reports.
Code of Conduct and Ethics
We have not adopted a corporate Code of Conduct and Ethics that applies to our officers, employees and directors.
Director Independence
Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, the board has determined that none of the directors are “independent directors” as defined by in the rules of The NASDAQ OMX Group, Inc. listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
Compensation of Directors
At the present time, members of the board of directors are not compensated for their services to the board.
Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this prospectus. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time
Involvement in Certain Legal Proceedings
There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years
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Item 11: Executive Compensation
Compensation of Officers
Summary Compensation Table
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) | ||||||||||||||||
|
| Change in | |||||||||||||||||||||||||||||||||
|
| Pension | |||||||||||||||||||||||||||||||||
|
| Value & | |||||||||||||||||||||||||||||||||
|
| Non-quali- | |||||||||||||||||||||||||||||||||
|
| Non-Equity |
| fied | |||||||||||||||||||||||||||||||
|
| Incentive |
| Deferred |
| All | |||||||||||||||||||||||||||||
|
| Plan |
| Compen- |
| Other | |||||||||||||||||||||||||||||
|
| Stock |
| Option |
| Compen- |
| sation |
| Compen- |
| ||||||||||||||||||||||||
| Name and Principal |
| Salary |
| Bonus |
| Awards |
| Awards |
| sation |
| Earnings |
| sation |
| Totals |
| |||||||||||||||||
| Position |
| Year |
| ($) |
| ($) |
| ($) |
| ($) |
| (S) |
| ($) |
| ($) |
| ($) | ||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||
| Daniel Cattlin |
| 2018 |
| 120,000 |
| - |
| 50,000 |
| - |
| - |
| - |
| - |
| 170,000 |
| |||||||||||||||
| President, CEO, Secretary, Treasurer | 2017 | 120,000 | - | 50,000 | - | - | - | - | 170,000 | |||||||||||||||||||||||||
Employment Agreements
On March 21, 2014, the Company entered into a formal employment agreement (the “Cattlin Employment Agreement”) with the Company’s new President, Mr. Daniel Cattlin. Pursuant to the Cattlin Employment Agreement: (a) the Company appointed Mr. Cattlin to act as the Company’s President for an initial period of three years, at an annual salary of One Hundred Twenty Thousand Dollars (US $120,000); and (b) Mr. Cattlin agreed to devote sufficient working time, efforts, attention and energies to fully perform his duties as an officer of the Company.
On June 23, 2014, the Company amended the Cattlin Employment agreement (the “Cattlin Addendum”), pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.
Directors’ Compensation
The persons who served as members of our board of directors, including executive officers did not receive any compensation for services as director for 2018.
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Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters
The following table sets forth information regarding the beneficial ownership of shares of our common stock as of the date of this Report by:
|
| ● | Each of our directors; |
|
| ● | Each of our named executive officers; |
|
| ● | All of our directors and executive officers as a group; and |
|
| ● | Each person known by us to beneficially own more than 5% of our outstanding common stock. |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting and investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of this Report are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of any other person. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of our common stock shown opposite such person’s name. The percentage of beneficial ownership is based on 86,123,796 shares of our common stock outstanding as of March 31, 2018.
Unless otherwise noted below, the address of the persons and entities listed in the table is c/o Cyberfort Software, Inc., 388 Market Street, Suite 1300, San Francisco, CA 94111.
| Name and Address of Beneficial Owners (1), (2) |
| Amount and Nature of Beneficial Ownership |
| Percentage of Common Stock Outstanding | ||||
|
| ||||||||
| Daniel Cattlin |
| 38,090,000 |
| 44.2 | % | |||
| (1) Directors and executive officers as a group (1 Person) |
| 38,090,000 |
| 44.2 | % | |||
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Changes in Control
We are not aware of any arrangements that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On July 29, 2016, the Company issued 290,000 shares of Company’s common stock to its current President to reimburse $29,000 paid on behalf of the Company.
On July 29, 2016, the Company issued 100,000 shares of Company’s common stock to its current President, in consideration to reimburse $10,000 settlement payment that was advanced by its current President on behalf of the Company in December 2014.
Item 14. Principal Accounting and Fee Services
During the years ended March 31, 2018 and March 31, 2017, we engaged LBB & Associates Ltd., LLP, as our independent auditor. For the years ended March 31, 2018 and March 31, 2017, we incurred fees as discussed below:
|
| Fiscal Year Ended | |||||||
|
| March 31, 2018 |
| March 31, 2017 | |||||
|
| ||||||||
| Audit fees |
| $ | 32,500 |
| $ | 45,650 |
| |
| Audit – related fees |
| $ | 7,750 |
| $ | 10,000 |
| |
| Tax fees |
| $ | Nil |
| $ | Nil |
| |
| All other fees |
| $ | Nil |
| $ | Nil | ||
| 22 |
| Table of Contents |
| Exhibit Number |
| Description |
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| Certificate of Amendment to Articles of Incorporation, dated January 28, 2013 (2) | |
|
| ||
|
| Certificate of Amendment to Articles of Incorporation, dated October 18, 2016 (3) | |
|
| ||
|
| Employment Agreement between the Company and Daniel Cattlin, dated March 21, 2014 (3) | |
|
| ||
|
| Addendum to Employment Agreement between the Company and Daniel Cattlin, dated June 23, 2014 (3) | |
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
| 101.INS |
| XBRL Instance Document ** |
|
| ||
| 101.SCH |
| XBRL Taxonomy Extension Schema Document ** |
|
| ||
| 101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document ** |
|
| ||
| 101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document ** |
|
| ||
| 101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document ** |
|
| ||
| 101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document ** |
____________
| (1) | Incorporated by reference to the Registration Statement on Form S-1 filed on June 15, 2011 |
| (2) | Incorporated by reference to the Form 8-A12G filed on April 10, 2013 |
| (3) | Incorporated by reference to the Annual Report on Form 10-K filed on January 29, 2018. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| CYBERFORT SOFTWARE, INC. | ||
|
| |||
| Date: July 23, 2018 | By: | /s/ Daniel Cattlin | |
|
| Daniel Cattlin | ||
|
| President, Chief Executive Officer, Secretary, Treasurer and Director (Duly Authorized, Principal Executive Officer and Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: July 23, 2018 | By: | /s/ Daniel Cattlin | |
|
| Daniel Cattlin | ||
|
| President, Chief Executive Officer, Secretary, Treasurer and Director |
| 24 |