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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2006
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from__________to__________.
Commission File Number 0-18565
CYBERFUND, INC.
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(Exact name of small business issuer as specified in its charter)
Oklahoma 93-0947570
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5447 NW 42nd Ave., Boca Raton, FL 33496
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(Address of principal executive offices)
(561) 995-4625
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(Issuer's telephone number)
SEMPER RESOURCES CORPORATION
(Former name, former address and formal fiscal year,
if changed since last report)
Check whether the issuer (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 twelve (12) months (or such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days. Yes X No
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Indicate by check mark whether the Registrant is a shell company [as defined in
Rule 12b-2 of the Exchange Act]. Yes: X No:
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As of November 14, 2006, 2,041,739 shares of Common Stock of the
Issuer are issued and outstanding.
CYBERFUND, INC.
FORM 10-QSB
INDEX
Page
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PART I - FINANCIAL INFORMATION
ITEM 1 . Financial Statements (unaudited)
Consolidated Balance Sheets as of September 30, 2006 and
December 31, 2005 ............................................... 3
Consolidated Statements of Operations for the three and nine
ended September 30, 2006......................................... 4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2006 and 2005 ..................................... 5
Notes to Consolidated Financial Statements ...................... 6
ITEM 2. Management's Discussion and Analysis or Plan of Operations ...... 7
PART II- OTHER INFORMATION ............................................... 8
Signatures ...................................................... 9
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYBERFUND, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2006 and December 31, 2005
(unaudited)
ASSETS
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2006 2005
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Assets $ - $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
Convertible note payable to majority shareholder $ 335,544 $ 335,544
Accrued interest 103,460 78,293
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Total Liabilities 439,004 413,837
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Commitments - -
STOCKHOLDERS' DEFICIT:
Series A 12% convertible preferred stock,
$.001 par value, 15,000 shares authorized,
none issued and outstanding - -
Common stock, $.001 par value, 100,000,000
shares authorized, 2,041,739 issued and
outstanding 24,793 24,793
Additional paid-in capital 10,724,982 10,724,982
Accumulated deficit (11,180,390) (11,163,612)
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Total Stockholders' Deficit (439,004) (413,837)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ -
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3
CYBERFUND, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three and Nine Months Ended Sept. 30, 2006 and 2005
(unaudited)
Three Months Nine Months
2006 2005 2006 2005
------------ ------------ ------------ ------------
Other Income (expense):
Interest (expense) $ 8,389 $ 8,389 $ 25,617 $ 16,778
Debt forgiveness - 12,840 - 30,030
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Net income (loss) $ (8,389) $ (21,229) $ (25,617) $ (46,808)
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Basic & diluted
net income per share: $ 0.00 $ 0.00 $ 0.00 $ 0.00
Basic & diluted weighted
average shares outstanding: 17,209,317 24,793,106 22,265,000 24,793,106
4
CYBERFUND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
Nine Months Ended Sept. 30, 2006 and 2005
(unaudited)
2006 2005
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Cash Flows from operating activities:
Net income (loss) $ (25,617) $ 2,412
Adjustments to reconcile net loss to net
cash used in operating activities:
Accrued interest expense 25,617 16,778
Debt forgiveness - (19,190)
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Net cash used in Operating activities - -
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Net change in cash - -
Cash & cash equivalents, at beginning of period - -
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Cash & cash equivalents, at end of period $ - $ -
=======+= =========
Supplemental disclosures:
Interest paid $ - $ -
Taxes paid - -
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CYBERFUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Cyberfund, Inc. have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report filed with the SEC on Form 10-KSB. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for year
ended December 31, 2005 as reported in the Form 10-KSB have been omitted.
NOTE 2 - REVERSE SPLIT OF COMMON STOCK AND CHANGE OF NAME
On September 1, 2006, the corporation undertook a reverse-split of its issued
and outstanding Common Stock on the basis of one new Share for each One Thousand
issued and outstanding Shares. On the same date, the corporation changed its
name to Cyberfund, Inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Company's initial business plan was to operate as an active
timberland manager, while seeking competitively higher returns on investment as
a producer of hardwoods. Due to a lack of capital to effectuate its business
plans, the Company discontinued its active business operations in December 2001.
Since September, 2006, the Company has actively been seeking a suitable
acquisition or merger partner in order to maximize shareholder value.
On September 1, 2006, the corporation undertook a reverse-split of its
issued and outstanding Common Stock on the basis of one new Share for each One
Thousand issued and outstanding Shares. On the same date, the corporation
changed its name to Cyberfund, Inc.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2006
There were no revenues for either the three months ended Sept. 30, 2006
or Sept. 30, 2005. The sole business activity of the Company was its search for
a suitable business to acquire.
Nine Months Ended Sept. 30, 2006
There were no revenues for either the nine months ended Sept. 30, 2006
or Sept. 30, 2005. The sole business activity of the Company during this period
was its search for a suitable business to acquire.
LIQUIDITY AND CAPITAL RESOURCES
At Sept. 30, 2006, the Company had no current or long-term assets and
no working capital.
CHANGES IN FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
For the past twelve months, the Company has funded its ongoing
corporate operations through funds and services provided by its officers. As of
Sept. 30, 2006 and Sept. 30, 2005, the Company had a cash balance of $0. During
this period, the Company issued a total of 2,000,000 shares of Common Stock to
its Officers and advisors in lieu of cash compensation for services rendered.
The Company has experienced significant operating losses throughout its
history, and as a result discontinued normal business operations in 2001. The
Company's ability to survive is dependent on its ability to identify and acquire
new business operations, and to raise capital through the issuance of stock or
borrowing of additional funds.
ITEM 3. CONTROLS AND PROCEDURES
Based on their evaluation, as of a date within ninety days of the
filing of this Report on form 10-QSB, our Chief Executive Officer and our Chief
Accounting Officer have concluded that our disclosure controls and procedures
(as defined in Rules (13a-14 and 15d-14 under the Securities Exchange Act of
1934) are effective. There have been no significant changes in internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Title of Document
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K filed.
None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
CYBERFUND, INC.
/s/ Mark G. Hollo
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Mark G. Hollo
Chairman and Chief Executive Officer
Date: November 15, 2006
/s/ William J. Reilly
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William J. Reilly
Chief Financial Officer and Director
Date: November 15, 2006
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