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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(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
months ended September 30, 2006 and 2005......................... 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 ............................................... 9
Signatures ...................................................... 10
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYBERFUND, INC.
(formerly Semper Resources Corporation)
CONSOLIDATED BALANCE SHEETS
September 30, 2006 and December 31, 2005
(unaudited)
ASSETS
------
2006 2005
------------ ------------
Assets $ - $ -
============ ============
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 (11,188,779) (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
(formerly Semper Resources Corporation)
Three and Nine Months Ended September 30, 2006 and 2005
(unaudited)
Three Months Nine Months
2006 2005 2006 2005
------------ ------------ ------------ ------------
Other Income (expense):
Interest (expense) $ 8,389 $ - $ 25,167 $ -
Debt forgiveness - - - 32,030
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Net income (loss) $ (8,389) $ - $ (25,167) $ 32,030
============ ============ ============ ============
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
(formerly Semper Resources Corporation)
Nine Months Ended September 30, 2006 and 2005
(unaudited)
2006 2005
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Cash flows from operating activities:
Net income (loss) $ (25,167) $ 32,030
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Accrued interest expense 25,167 -
Debt forgiveness - (32,030)
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Net cash used in operating activities - -
--------- ---------
Net change in cash - -
Cash & cash equivalents, at beginning of period - -
--------- ---------
Cash & cash equivalents, at end of period $ - $ -
=======+= =========
Supplemental disclosures:
Interest paid $ - $ -
Taxes paid - -
5
CYBERFUND, INC.
(formerly Semper Resources Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Cyberfund, Inc. (formerly Semper Resources Corporation) 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 Cyberfund'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 - GOING CONCERN
As reflected in the accompanying financial statements, Cyberfund has no sales or
operations and a working capital deficiency of $439,004. This raises substantial
doubt about its ability to continue as a going concern. The ability of Cyberfund
to continue as a going concern is dependent on its ability to raise additional
capital. The financial statements do not include any adjustments that might be
necessary if Cyberfund is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for Cyberfund to continue as a going concern.
NOTE 3 - REVERSE SPLIT OF COMMON STOCK AND CHANGE OF NAME
On September 1, 2006, Cyberfund 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, Semper 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 September 30,
2006 or September 30, 2005. The sole business activity of the Company was its
search for a suitable business to acquire.
Nine Months Ended September 30, 2006
There were no revenues for either the nine months ended September 30,
2006 or September 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 September 30, 2006, the Company had no current or long-term assets
and a working capital deficit of $439,004.
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
September 30, 2006 and September 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.
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ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and
procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily is
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
At the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based upon the foregoing, our Chief Executive Officer
and Chief Financial Officer concluded that, as of September 30, 2006, the
disclosure controls and procedures of the Company were not effective to ensure
that the information required to be disclosed in the Company's Exchange Act
reports was recorded, processed, summarized and reported on a timely basis.
Our independent auditor, Malone & Bailey PC, identified deficiencies in
our internal controls related to interst expense, accrued interest and retained
earnings for the fiscal period ended September 30, 2006 In addition, management
identified deficiencies in our accounting for business combinations. To address
these issues, we hired an accountant to assist in our preparation and review
process. Our Chief Executive Officer and Chief Financial Officer feel this step
now ensures that effective controls are now in place and will insure proper
reporting of business combinations, depreciation, amortization and
recapitalizations.
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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: December 20, 2006
/s/ William J. Reilly
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William J. Reilly
Chief Financial Officer and Director
Date: December 20, 2006
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