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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, 2017
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 |
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38-3832726 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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388 Market Street, Suite 1300 San Francisco, CA |
94111 |
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(Address of principal executive offices) |
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(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: |
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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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
x |
(Do not check if a smaller reporting company) |
Emerging growth company |
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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 January 24, 2018, the registrant had 85,759,911 shares of common stock, par value $0.001 per share, outstanding.
Documents incorporate by reference: None.
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CYBERFORT SOFTWARE, INC.
ANNUAL REPORT ON FORM 10-K
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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.
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:
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1. |
Seven hundred and fifty thousand (750,000) Shares upon the Effective Date of the Assignment Agreement; and |
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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:
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Fifty thousand dollars ($50,000) on or before September 26, 2016; |
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2. |
Fifty thousand dollars ($50,000) on or before December 25, 2016, and |
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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.
Description of Business
Vivio is an iOS 9 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:
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ad blocking (enhanced malware detection) |
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privacy protection |
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reduction of data costs and bandwidth usage |
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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 |
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 2016 |
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High |
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Low |
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First Quarter |
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$ | 0.10 |
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$ | 0.10 |
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Second Quarter |
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$ | N/A |
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$ | N/A |
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Third Quarter |
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$ | N/A |
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$ | N/A |
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Fourth Quarter |
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$ | N/A |
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$ | N/A |
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Fiscal Year 2017 |
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High |
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Low |
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First Quarter |
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$ | 0.136 |
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$ | 0.10 |
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Second Quarter |
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$ | 0.1845 |
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$ | 0.10 |
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Third Quarter |
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$ | 0.30 |
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$ | 0.10 |
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Fourth Quarter |
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$ | 0.10 |
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$ | 0.084 |
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(b) Holders
As of January 24, 2018, there were 20 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.
(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 Empire Stock Transfer Inc. Located at 1859 Whitney Mesa Dr. Henderson, NV 89014
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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.
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.
As of March 31, 2017 and 2016 there were 85,759,911 and 73,399,871 shares of common stock issued and outstanding, respectively.
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.
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.
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, 2017, 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:
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Seven hundred and fifty thousand (750,000) Shares upon the Effective Date of the Assignment Agreement; and |
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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 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:
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Fifty thousand dollars ($50,000) on or before September 26, 2016; |
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Fifty thousand dollars ($50,000) on or before December 25, 2016, and |
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Fifty thousand dollars ($50,000) on or before March 18, 2017. |
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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 9 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:
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ad blocking (enhanced malware detection) |
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privacy protection |
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reduction of data costs and bandwidth usage |
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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 |
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.
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Results of Operations
Comparison of the year ended March 31, 2017 and 2016
Revenues
During the year ended March 31, 2017 and 2016, we generated no revenues.
Operating Expenses
We incurred operating expenses in the amount of $1,349,149 during the year ended March 31, 2017 compared to $173,565 for the year ended March 31, 2016. The increase in net operating expenses is due primarily to the acquisition of the company’s new technology and business focus change. These include approximately $102,000 in professional fees regarding audit and legal costs for meeting corporate restructuring, intellectual property acquisition and public filing requirements, $42,000 in business development, marketing and web development costs and $1,018,530 expensed for the acquired intangible technology due to default of various requirements in the Purchase and Sale Agreement.
Net Other Gain (Loss)
We had net other gains during the year ended March 31, 2017 of $0 compared to $12,000 for the year ended March 31, 2016 related to a gain on settlement of a debt.
Net Loss
We incurred a net loss of $1,349,149 during the year ended March 31, 2017 compared to a net loss of $161,565 for the year ended March 31, 2016. The increase 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.
Liquidity and Capital Resources
As reflected in the accompanying financial statements, the Company had a net loss of $1,349,149 as of March 31, 2017, a working capital deficit of $646,113 and accumulated deficit of $3,918,548 at March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in our operating activities during the year ended March 31, 2017 was $154,626 as compared to $25,000 for the same period ended March 31, 2016 and increase of $129,000. This increase is due to the Net Loss less non-cash items of Stock Compensation and Technology impairment and the increase in liabilities from the prior period.
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Net cash provided by investing activities in the years ending March 31, 2017 and 2016 was $0 and $25,000, respectively. In 2016, the Company sold a berry farm and received cash proceeds of $25,000.
Net cash provided by financing activities in the year ended March 31, 2017 was $159,050 as compared to $0 for the same period ended March 31, 2016. This increase is due to subscription agreements and common stock issued for cash in the year ended March 31, 2017 while having no equity issued for cash in 2016.
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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of March 31, 2017, 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, 2017 and 2016
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Cyberfort Software, Inc.
We have audited the accompanying consolidated balance sheets of Cyberfort Software, Inc. as of March 31, 2017 and 2016, and the related consolidated statements of operations, statement of stockholders’ equity (deficit) and statement of cash flows for each of the years in the two year period ended March 31, 2017. Cyberfort Software Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cyberfort Software, Inc. as of March 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two year period ended March 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that Cyberfort Software, Inc. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Cyberfort Software suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
January 22, 2018
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Balance Sheets
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March 31, 2017 |
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March 31, 2016 |
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ASSETS |
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Current assets |
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Cash |
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$ | 4,424 |
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$ | - |
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Prepaid expenses |
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4,167 |
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Total current assets |
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8,591 |
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TOTAL ASSETS |
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$ | 8,591 |
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$ | - |
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' DEFICIT |
||||||||
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ | 107,925 |
|
|
$ | 70,965 |
|
Accrued expense |
|
|
286,779 |
|
|
|
193,579 |
|
Stock Payable |
|
|
110,000 |
|
|
|
300,000 |
|
Related party advances |
|
|
- |
|
|
|
10,000 |
|
Notes Payable |
|
|
150,000 |
|
|
|
- |
|
Total current liabilities |
|
|
654,704 |
|
|
|
574,544 |
|
Total liabilities |
|
|
654,704 |
|
|
|
574,544 |
|
|
|
|
|
|
|
|
|
|
Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit: |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value - 100,000,000 share authorized, 85,759,911 and 73,399,871 shares issued and outstanding at March 31, 2017 and March 31, 2016 |
|
|
85,760 |
|
|
|
73,400 |
|
Additional paid-in capital |
|
|
3,186,675 |
|
|
|
1,921,455 |
|
Accumulated deficit |
|
|
(3,918,548 | ) |
|
|
(2,569,399 | ) |
Total stockholders' deficit |
|
|
(646,113 | ) |
|
|
(574,544 | ) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
|
$ | 8,591 |
|
|
$ | - |
|
See accompanying notes to the financial statements.
F-2 |
|
Table of Contents |
Statements of Operations
|
|
For the Years Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
|
|
|
|
|
|
|
||
Net revenue |
|
$ | - |
|
|
$ | - |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and admin. expenses |
|
|
280,619 |
|
|
|
123,104 |
|
Stock compensation expense |
|
|
50,000 |
|
|
|
50,000 |
|
Depreciation |
|
|
- |
|
|
|
461 |
|
Impairment on intangible property |
|
|
1,018,530 |
|
|
|
- |
|
|
|
|
|
|
|
|
||
Total operating expenses |
|
|
1,349,149 |
|
|
|
173,565 |
|
Loss from operations |
|
|
(1,349,149 | ) |
|
|
(173,565 | ) |
Other (expenses)/income |
|
|
|
|
|
|
|
|
Gain on settlement of debt |
|
|
- |
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ | (1,349,149 | ) |
|
$ | (161,565 | ) |
|
|
|
|
|
|
|
|
|
Loss per common share - basic and diluted |
|
$ | (0.02 | ) |
|
$ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted |
|
|
79,911,560 |
|
|
|
73,399,871 |
|
See accompanying notes to the financial statements.
F-3 |
|
Table of Contents |
Statement of Stockholders ’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
Additional |
|
|
Accumulated |
|
|
Stockholders' |
|
|||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Deficit |
|
|
Equity |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Stage |
|
|
(Deficit) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance March 31, 2015 |
|
|
73,399,871 |
|
|
|
73,400 |
|
|
|
1,921,455 |
|
|
|
(2,407,834 | ) |
|
|
(412,979 | ) |
Net loss for the year ended March 31, 2016 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(161,565 | ) |
|
|
(161,565 | ) |
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 for the year ended March 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,349,149 | ) |
|
|
(1,349,149 | ) |
Balance March 31, 2017 |
|
|
85,759,911 |
|
|
|
85,760 |
|
|
|
3,186,675 |
|
|
|
(3,918,548 | ) |
|
|
(646,113 | ) |
See accompanying notes to the financial statements.
F-4 |
|
Table of Contents |
Statements of Cash Flows
|
|
Years Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ | (1,349,149 | ) |
|
$ | (161,565 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
50,000 |
|
|
|
50,000 |
|
Gain on settlement of debt |
|
|
- |
|
|
|
(12,000 | ) |
Depreciation |
|
|
- |
|
|
|
461 |
|
Loss on sale of assets |
|
|
- |
|
|
|
159,766 |
|
Impairment of technology |
|
|
1,018,530 |
|
|
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
(4,167 | ) |
|
|
- |
|
Accounts payable |
|
|
130,160 |
|
|
|
98,104 |
|
Accrued expenses |
|
|
- |
|
|
|
|
|
Net cash used in operating activities |
|
|
(154,626 | ) |
|
|
(25,000 | ) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sale of blueberry farm |
|
|
- |
|
|
|
25,000 |
|
Net cash provided by investing activities |
|
|
- |
|
|
|
25,000 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Note Payable – related party |
|
|
29,000 |
|
|
|
- |
|
Issuance of common stock for cash |
|
|
70,000 |
|
|
|
- |
|
Contributed Capital |
|
|
50 |
|
|
|
- |
|
Stock Subscription Payable |
|
|
60,000 |
|
|
|
- |
|
Net cash provided by financing activities |
|
|
159,050 |
|
|
|
- |
|
Net change in cash |
|
|
4,424 |
|
|
|
- |
|
Cash at the beginning of the period |
|
|
- |
|
|
|
- |
|
Cash at the end of the period |
|
$ | 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 |
|
|
$ | - |
|
Satisfaction of debt on sale of blueberry Farm |
|
$ | - |
|
|
$ | 200,000 |
|
|
|
$ | - |
|
|
$ | - |
|
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 $4,424 and $0 in cash as of March 31, 2017 and 2016, 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, 2017 and 2016, the Company has an accumulated deficit of $3,918,548 and $2,569,399. 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 - PROPERTY AND EQUIPMENT
In fiscal 2014, the Company acquired an operational blueberry farm for $402,765, including equipment. The Company paid $122,765 in cash and issued a Note Payable for $280,000. During fiscal 2015, the Company defaulted on the Note Payable and took an impairment loss of $159,766 related to the farm.
In April 2015, the Company sold the blueberry farm, including equipment, at a selling price of $235,000 to the original seller. The Company and the Buyer entered into a mortgage note for $25,000 out of the total $235,000 which was paid by the Buyer on July 15, 2015. The net proceeds of the sale of the farm were used to repay the $200,000 balance of the Note Payable and the related transaction cost. As of March 31, 2016, the outstanding balance of the Note Payable is $0 and the accrued penalty fees of $12,000 was forgiven. During fiscal 2016, the Company recorded depreciation expense of $461.
NOTE 5 - 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 has not fully issued all the required shares of common stock as of March 31, 2017. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statements.
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 to its efforts to develop the Applications technology and execute its current business plan.
NOTE 6 - RELATED PARTY ADVANCES
On July 7, 2016, the current President advanced $29,000 to pay certain accounts payable on behalf of the Company.
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.
As of March 31, 2017 and March 31, 2016, the balance of related party advances is $0 and $10,000 respectively.
NOTE 7 - STOCKHOLDERS ’ EQUITY
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 July 29, 2016, the Company issued 290,000 shares of Company’s common stock to its current President as 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.
F-8 |
|
Table of Contents |
On September 20, 2016, the Company issued 1,970,588 shares of its common stock, par value $0.001, to Ferlin Corp for Assignment of the Purchase and Sale Agreement and $40,000 cash as further discussed in Note 4 - Intangible Assets. The Company has not fully issued all the required shares of common stock at this time. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statement.
On September 27, 2016, the Company issued 8,718,000 shares of its common stock at a value of $0.085 per share as further discussed in Note 4 - Intangible Assets. The Company has not fully issued all the required shares of common stock at this time. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statement.
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.
The Company has received cash capital contributions of $60,000 under Subscription Agreements to issue 172,996 shares of common stock; however, as of March 31, 2017, the Agreements have not been executed by the investors and the common stock has not been issued.
Under the employment agreement with the CEO, the Company is required to grant shares of restricted stock after each anniversary date. At March 31, 2017, the company has accrued a stock payable for shares earned but not issued of $50,000. 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, 2017 and 2016 there were 85,759,911 and 73,399,871 shares 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 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).
NOTE 9 - GAIN O N SETTLEMENT OF DEBT
During the year ended March 31, 2016, the Company recorded a gain on settlement of accounts payable of $12,000.
NOTE 10 – 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, 2017 and 2016, 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 is subject to United States income taxes at a rate of 34%. Operating loss carry forwards totaled approximately $1,785,000 and $1,504,000, as of March 31, 2017 and 2016, respectively, and will begin to expire in 2032. Deferred tax assets of approximately $953,200 and $511,500, respectively, were offset by a valuation allowance.
Actual income tax expense for the years ended March 31, 2017 and 2016 is reconciled from the amount computed by applying the U.S. federal income tax rate of 34% to losses before income taxes as follows:
|
|
2017 |
|
|
2016 |
|
||
|
|
|
|
|
|
|
||
Expected tax benefit |
|
|
(458,700 | ) |
|
|
(55,000 | ) |
Reconciling items: |
|
|
|
|
|
|
|
|
Permanent Differences Stock compensation |
|
|
(17,000 | ) |
|
|
17,000 |
|
Change in Valuation Allowance |
|
|
441,700 |
|
|
|
38,000 |
|
|
|
|
|
|
|
|
|
|
Total tax expense |
|
$ | - |
|
|
$ | - |
|
NOTE 11 - SUBSEQUENT EVENTS
On July 3, 2017, the Company issued 73,332 shares of its common stock for cash proceeds of $2,200.
On June 12, 2017, the Company issued 117,647 shares of its common stock for cash proceeds of $4,000.
F-10 |
|
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.
14 |
|
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, 2017, 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 |
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Age |
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Position |
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||||
Daniel Cattlin |
|
29 |
|
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, 29, 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 learnt 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.
16 |
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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
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(d) |
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(f) |
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(h) |
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Change in |
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Pension |
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Value & |
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Non-quali- |
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Non-Equity |
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fied |
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Incentive |
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Deferred |
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All |
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Plan |
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Compen- |
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Option |
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Compen- |
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sation |
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Compen- |
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Name and Principal |
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Salary |
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Bonus |
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Awards |
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Awards |
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sation |
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Earnings |
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sation |
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Totals |
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Position |
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Year |
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($) |
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($) |
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($) |
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($) |
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(S) |
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($) |
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($) |
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Daniel Cattlin |
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2016 |
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120,000 |
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- |
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50,000 |
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- |
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- |
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- |
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- |
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170,000 |
|
President, CEO, Secretary, Treasurer |
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Daniel Cattlin |
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2017 |
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120,000 |
|
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- |
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50,000 |
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- |
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- |
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- |
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- |
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170,000 |
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President, CEO, Secretary, Treasurer |
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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 2017.
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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:
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● |
Each of our directors; |
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● |
Each of our named executive officers; |
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● |
All of our directors and executive officers as a group; and |
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● |
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 85,759,911 shares of our common stock outstanding as of January 24, 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
Mistrin PTY LTD
(1) Directors and executive officers as a group (1 Person)
(2) Beneficial Owner of more than 5% of our common stock (1 Person)
38,090,000
44.64
%
7,618,000
8.93
%
38,090,000
44.64
%
7,618,000
8.93
%
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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 $10,000 settlement payment that was advanced by its current President on behalf of the Company in December 2014.
Item 14. Principal Accounting and Fee Services
During the years ended March 31, 2017 and March 31, 2016, we engaged LBB & Associates Ltd., LLP, as our independent auditor. For the years ended March 31, 2017 and March 31, 2016, we incurred fees as discussed below:
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Fiscal Year Ended |
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March 31, 2017 |
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March 31, 2016 |
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Audit fees |
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$ | 10,500 |
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$ | 9,250 |
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Audit – related fees |
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$ | 8,000 |
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$ | 7,000 |
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Tax fees |
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$ |
Nil |
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$ |
Nil |
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All other fees |
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$ |
Nil |
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$ |
Nil |
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20 |
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Exhibit Number |
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Description |
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Certificate of Amendment to Articles of Incorporation, dated January 28, 2013 (3) |
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Certificate of Amendment to Articles of Incorporation, dated October 18, 2016 ** |
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Employment Agreement between the Company and Daniel Cattlin, dated March 21, 2014 ** |
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Addendum to Employment Agreement between the Company and Daniel Cattlin, dated June 23, 2014 ** |
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101.INS |
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XBRL Instance Document ** |
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101.SCH |
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XBRL Taxonomy Extension Schema Document ** |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document ** |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document ** |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document ** |
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101.PRE |
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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 Current Report on Form 8-K filed on June 17, 2013 |
(3) |
Incorporated by reference to the Form 8-A12G filed on April 10, 2013 |
** |
Filed herewith |
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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.
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CYBERFORT SOFTWARE, INC. |
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Date: January 24, 2018 |
By: |
/s/ Daniel Cattlin |
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Daniel Cattlin |
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President, Chief Executive Officer,
(Duly Authorized, Principal Executive Officer
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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: January 24, 2018 |
By: |
/s/ Daniel Cattlin |
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Daniel Cattlin |
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President, Chief Executive Officer,
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22 |
EXHIBIT 3.4
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is dated as of [21th March 2014] (the “Effective Date”), by and between Patriot Berry Farms, Inc., a Nevada corporation, (the “Company”), and Daniel Cattlin (the “Officer”) (the Officer and Company each a “Party” and collectively the “Parties”).
WHEREAS, the Company desires to employ the Officer, and the Officer desires to be employed by the Company, upon the terms and conditions set forth herein.
NOW, THEREFORE, upon the terms and conditions set forth in this Agreement, and in consideration of the premises and the mutual covenants set forth below, the Parties hereby agree as follows:
1. | Appointment. The Company hereby appoints the Officer to act as the Company’s President and the Officer hereby accepts such appointment, on the terms and conditions set forth below. |
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2. | Term. The Officer's appointment by the Company hereunder shall be three (3) years beginning on the Effective Date and shall automatically renew for consecutive one (1) year periods until terminated pursuant to Section 6 hereof (the “Term”). |
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3. | Position and Duties. During the Term, the Officer shall serve as the President of the Company, with such duties, authority and responsibilities as are normally associated with and appropriate for such position, all as limited by the Company’s Articles of Incorporation and Bylaws. The Officer shall devote sufficient working time, efforts, attention and energies to fully perform his duties as President of the Company. Nothing contained herein shall limit the Officer’s ability to participate in other business activities, provided (a) such other business activities are not competitive with any business activity of the Company; and (b) the Officer’s participation in such other business activities does not interfere with the Officer’s performance of his duties hereunder. |
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4. | Compensation and Related Matters. |
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(a) | Continuing throughout the Term, the Company shall pay the Officer a base salary One Hundred Twenty Thousand Dollars (US $120,000) per year (the “Salary”), payable in increments consistent with the Company’s payroll practices. |
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(b) | Business and Travel Expenses. The Company shall pay in advance, or promptly reimburse the Officer for all business and travel expenses (the “Expenses”) consistent with the Officer's titles and the practices of the Company, provided the Officer properly accounts for such Expenses in accordance with the regular practices of the Company. Expenses shall include, but are not limited to business class airfare, hotel and meal expenses, cellular phone costs, and other expenses incurred by the Officer in the performance of his duties. |
1 |
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5. | Holiday. The President shall have (14) days of Personal Time Off during each Fiscal Year. The Personal Time Off may be used for vacation, sick leave, or for personal business. The President’s compensation will be paid in full during his use of his Personal Time Off. The amount of Personal Time Off will be prorated for any portion of a Fiscal Year (or Fiscal Years of less than twelve (12) months) during which President is employed under this Agreement. |
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6. | Termination. |
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(a) | Voluntary Termination by the Officer. The Officer may voluntarily terminate this Agreement during the Term by providing the Company with a minimum thirty (30) day’s advance written notice. Upon receipt of such written notice, the Company may in its sole discretion relieve the Officer of his duties, but shall continue to pay the Salary for the remaining portion of the notice period. |
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(b) | Voluntary Termination by the Company. The Company may voluntarily terminate this Agreement during the Term by providing the Officer with a minimum thirty (30) day’s advance written notice. Upon such written notice: (a) the Parties shall meet in good faith to discuss the Officer’s duties during the notice period; (b) the Officer shall continue to use his best efforts to continue to perform his duties to the Company during the remaining portion of the notice period; and (c) the Company shall continue to pay the Salary for the remaining portion of the notice period. |
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(c) | Death or Disability. This Agreement shall automatically terminate upon the Officer’s death, or upon any disability preventing the Officer from discharging his responsibilities and duties hereunder. In the event that this Agreement is terminated under this paragraph 6(c), the Company shall pay to the Officer’s estate any unpaid Salary through the date of termination of this Agreement. |
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(d) | Cause. The Company shall have the right to immediately terminate this Agreement for “Cause.” Upon termination for Cause, the Salary shall be paid only through the Date of Termination. For purposes of this Agreement, the Company shall have “Cause” to terminate the Officer's Appointment only upon the Officer's: |
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i. | conviction of a felony or willful gross misconduct that, in either case, results in material and demonstrable damage to the business or reputation of the Company; or |
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ii. | willful and continued failure to perform his duties hereunder within ten business days after the Company delivers to Officer a written demand forperformance that specifically identifies the actions to be performed. |
2 |
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For purposes of this Section 6(c), no act or failure to act by the Officer shall be considered “willful” if such act is done by the Officer in the good faith belief that such act is or was to be beneficial to the Company or one or more of its businesses, or such failure to act is due to the Officer's good faith belief that such action would be materially harmful to the Company or one of its businesses. Cause shall not exist unless and until a simple majority of the Company’s Board of Directors (excluding the Officer for the purposes of determining majority), has provided notice and an opportunity for the Officer to be heard before the Board of Directors of the Company and a finding that in the good faith opinion of the majority of the Board of Directors that “Cause” exists, and specifying the particulars thereof in detail.
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(e) | End of Term. Either Party may terminate this Agreement by giving the other Party a minimum thirty (30) days written notice of such Party’s intent to not renew this Agreement prior to the expiration of the Term. |
7. | Confidential Information; Non-Competition. |
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(a) | Confidential Information. Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Officer shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Officer shall cooperate with the Company in obtaining a protective order at the Company's expense against disclosure by a court of competent jurisdiction), communicate, to anyone (other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder,) any trade secrets, confidential information, knowledge or data relating to the Company and its businesses and investments, obtained by the Officer during the Officer's Appointment by the Company and that is not generally available public knowledge (other than by acts by the Officer in violation of this Agreement). |
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(b) | Noncompetition. During the Term and until the 12-month anniversary of the Officer's Date of Termination if the Officer's Appointment is terminated by the Company for Cause or the Officer terminates Appointment without Good Reason, the Officer shall not engage in or become associated with any Competitive Activity. For purposes of this Section 7(b), a “Competitive Activity” shall mean any business or other endeavor that engages in any country in which the Company has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or any substantial part of the Company's business, provided, that, a Competitive Activity shall not include (i) the writing of any book or article relating to subjects other than Competitive Activity (ii) a farming business in general so long as such business does not compete directly with the Company. The Officer shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of the Officer's personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Officer shall not be prohibited from (x) owning less than one percent (1%) of any publicly traded or private corporation, whether or not such corporation is in competition with the Company, (y) owning any percentage of any publicly traded or private corporation the primary business of which is not a Competitive Activity, or (z) serving as a director of a corporation or other entity the primary business of which is not a Competitive Activity. If, at any time, the provisions of this Section 7(b) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7(b) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Officer agrees that this Section 7(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. |
3 |
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(c) | Injunctive Relief. In the event of a breach or threatened breach of this Section 7, the Officer agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, the Officer acknowledging that damages would be inadequate and insufficient. |
8. | Indemnification. |
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(a) | General. The Company agrees that if the Officer is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Officer is or was a trustee, director, officer, agent or employee of the Company, or any of their affiliates or is or was serving at the request of the Company, or any of its affiliates as a trustee, director, officer, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, whether or not the basis of such Proceeding is alleged action in an official capacity, the Officer shall be indemnified and held harmless by the Company to the fullest extent authorized by law, as the same exists or may hereafter be amended, against all Expenses incurred or suffered by the Officer in connection therewith, and such indemnification shall continue as to the Officer even if the Officer has ceased to be an Officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators. |
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(b) | Expenses. As used in this Agreement, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys' fees, accountants' fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement. |
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(c) | Enforcement. If a claim or request under this Section 8 is not paid by the Company or on its behalf, within thirty (30) days after a written claim or request has been received by the Company, the Officer may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, the Officer shall be entitled to be paid also the Expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable law. |
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(d) | Partial Indemnification. If the Officer is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Officer for the portion of such Expenses to which the Officer is entitled. |
4 |
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(e) | Advances of Expenses. Expenses incurred by the Officer in connection with any Proceeding shall be paid by the Company in advance upon request of the Officer that the Company pay such Expenses, but only in the event that the Officer shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which the Officer is not entitled to indemnification and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met. |
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(f) | Notice of Claim. The Officer shall give to the Company notice of any claim made against him for which indemnification will or could be sought under this Agreement. In addition, the Officer shall give the Company such information and cooperation as the Company may reasonably require in relation to such indemnification. |
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(g) | Defense of Claim. With respect to any Proceeding as to which the Officer notifies the Company of the commencement thereof: |
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(h) | The Company will be entitled to participate therein at its own expense; |
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(i) | (ii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Officer, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Officer also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the Officer, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. |
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(ii) | The Company shall not be liable to indemnify the Officer under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company without the Officer's written consent. Neither the Company nor the Officer will unreasonably withhold or delay their consent to any proposed settlement. |
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(i) | Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 8 shall not be exclusive of any other right which the Officer may have or hereafter may acquire under any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise. |
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9. | Legal Fees and Expenses. If any contest or dispute shall arise between the Company and the Officer regarding any provision of this Agreement, the Company shall reimburse the Officer for all legal fees and expenses reasonably incurred by the Officer in connection with such contest or dispute, but only if the Officer prevails to a substantial extent with respect to the Officer's claims brought and pursued in connection with such contest or dispute. Such reimbursement shall be made as soon as practicable following the resolution of such contest or dispute (whether or not appealed) to the extent the Company receives reasonable written evidence of such fees and expenses. |
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10. | Successors; Binding Agreement. |
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(a) | Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall include any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. |
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(b) | Officer's Successors. No rights or obligations of the Officer under this Agreement may be assigned or transferred by the Officer other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Officer's death, this Agreement and all rights of the Officer hereunder shall inure to the benefit of and be enforceable by the Officer's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Officer's interests under this Agreement. If the Officer should die following his date of termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by the Officer, or otherwise to his legal representatives or estate. |
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11. | Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: |
If to the Officer:
Daniel Cattlin
915 Doyle Road, Suite 303
Apt #224, Deltona
Florida, 32725
If to the Company:
Patriot Berry Farms, Inc.
One World Trade Center
121 SW Salmon Street,Suite 1100
Portland, OR 97204
or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
12. | Miscellaneous. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the Officer and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive the Officer's termination of Appointment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada without regard to its conflicts of law principles. |
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13. | Validity/Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. |
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14. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. |
15. | Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any Officer, employee or representative of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled. |
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16. | Section Headings. The section headings in this Appointment Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation. |
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the date first above written.
Officer: |
COMPANY: | ||||
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Patriot Berry Farms, Inc. |
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/s/
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/s/
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By: |
Daniel Cattlin | By: | Daniel Cattlin | ||
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Title: | President, Patriot Berry Farms, Inc |
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EXHIBIT 10.2
ADDENDUM TO MR. DANIEL CATTLIN’S EMPLOYMENT AGREEMENT
This ADDENDUM TO EMPLOYMENT AGREEMENT (this “ Addendum ”) is dated as of June 23, 2014, (the “ Addendum Effective Date ”) between Patriot Berry Farms, Inc., a Nevada corporation, (the “ Company ”), and Daniel Cattlin (the “ Officer ”).
RECITALS:
WHEREAS, Officer is currently employed with the Company and previously entered into an Employment Agreement (the “ Employment Agreement ”) with the Company as of March 21,
2014; and
WHEREAS, Officer and the Company have agreed to amend the Employment
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Employee and the Company, intending to be legally bound, hereby agree as follows:
1. Section 4(c) is hereby added in its entirety to the Employment Agreement:
“(c) Equity Compensation. Upon execution of this Addendum, the Officer shall be issued 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). On each one year anniversary of the Addendum Effective Date, during the Term, the Officer shall be issued an additional 500,000 shares of Common Stock. The Officer acknowledges and agrees that the Common Stock issued pursuant to this Addendum may not be transferred absent such registration or pursuant to an exemption from registration. The Officer agrees to execute and deliver such other documentation requested by the Company necessary or desirable in connection with the issuance of the Common Stock.
2. This Addendum shall be deemed part of, but shall take precedence over and supersede any provisions directly to the contrary contained in the Employment Agreement.
3. All initial capitalized terms not otherwise defined in this Addendum shall have the meaning ascribed to them in the Employment Agreement unless otherwise provided.
4. Except as specifically modified hereby, all of the provisions of the Employment Agreement which are not in conflict with the terms of this Addendum shall remain in full force and effect.
-- signature page follows --
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.
OFFICER | PATRIOT BERRY FARMS, INC. | |||
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By: |
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Mr. Daniel Cattlin | Name: | Daniel Cattlin | ||
Title: | President |
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Daniel Cattlin, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Cyberfort Software, Inc. for the year ended March 31, 2017; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 24, 2018 |
By: |
/s/ Daniel Cattlin |
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Daniel Cattlin |
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President, Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cyberfort Software, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2017 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Cattlin, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: January 24, 2018 |
By: |
/s/ Daniel Cattlin |
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Daniel Cattlin |
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President, Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) |