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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 June 30, 2007
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
Indicate by check mark whether the Registrant is a shell company [as
defined in Rule 12b-2 of the Exchange Act]. Yes: X No:
As of August 4, 2007, 2,734,467 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 June 30, 2007 and
December 31, 2006 .............................................. 3
Consolidated Statements of Operations for the three and six
months ended June 30, 2007 and 2006............................. 4
Consolidated Statement of Stockholders' Deficit for the six
months ended December 31, 2007 ................................. 5
Consolidated Statements of Cash Flows for the three and six
Months ended June 30, 2007 and 2006 ........................ 6
Notes to Consolidated Financial Statements ..................... 7
ITEM 2. Management's Discussion and Analysis or Plan of Operations ..... 8
PART II- OTHER INFORMATION .............................................. 10
Signatures ..................................................... 11
2
CYBERFUND, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2007 and December 31, 2006
(unaudited)
2007 2006
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ASSETS
Assets $ - $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible note payable to
majority shareholder $ 274,544 $ 335,544
Accrued interest 119,482 111,847
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Total Liabilities 394,026 447,391
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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,
2,734,467 and 2,041,739 issued
and outstanding, respectively 2,734 2,042
Additional paid-in capital 10,818,314 10,749,733
Accumulated deficit (11,215,074) (11,199,166)
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Total Stockholders' Deficit (394,026) (447,391)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ -
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CYBERFUND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended June 30, 2007 and 2006
(unaudited)
Three Months Six Months
2007 2006 2007 2006
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Other expense:
Interest expense $ 7,519 $ 8,389 $ 15,908 $ 16,778
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Net loss $ (7,519) $ (8,389) $ (15,908) $ (16,778)
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Basic & diluted
net loss per share: $ 0.00 $ 0.00 $ (0.01) $ (0.01)
Basic & diluted weighted
average shares
outstanding: 2,473,038 2,041,739 2,258,580 2,041,739
4
CYBERFUND, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Six Months Ended December 2007
(unaudited)
Additional
Common stock Paid-in Accumulated
Shares Amount Capital Deficit Totals
---------- --------- ------------- -------------- -------------
Balances,
December 31,
2006 2,041,739 $ 2,042 $ 10,749,733 $ (11,199,166) $ (447,391)
Stock for debt 610,000 610 60,390 - 61,000
Stock for
accrued
interest 82,728 82 8,191 - 8,273
Net loss - - - (15,908) (15,908)
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Balances,
June 30,
2007 2,734,467 $ 2,734 $ 10,818,314 $ (11,215,074) $ (394,026)
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CYBERFUND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
Six Months Ended June 30, 2007 and 2006
(unaudited)
2007 2006
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Cash Flows from operating activities:
Net loss $ (15,908) $ (16,778)
Adjustments to reconcile net loss
to net cash used in operating activities:
Accrued interest expense 15,908 16,778
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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 $ - $ -
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Supplemental disclosures:
Interest paid $ - $ -
Taxes paid - -
Non-cash Transaction:
Common stock issued for convertible note
payable to majority shareholder $ 61,000 $ -
6
CYBERFUND, INC.
NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Cyberfund, Inc. ("Cyberfund")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, 2006 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 $394,026. 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.
NOTE 3 - Common Stock
On March 31, 2007, Cyberfund issued 82,728 shares of common stock for accrued
interest in the amount of $8,273.
On May 9, 2007, the majority shareholder converted the principal balance of
$61,000 of their convertible note payable into 610,000 shares of common stock.
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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.
PENDING ACQUISITION OF ROK ENTERTAINMENT GROUP LIMITED
On April 27, 2007, the Registrant entered into a material definitive
agreement with ROK Entertainment Group Limited (ROK) pursuant to which the
Registrant will issue to the shareholders of ROK, upon the terms and conditions
of the Share Exchange Agreement, 57,000,000 shares of its common stock, USD
$0.001 par value (the "Shares") in exchange for all of the outstanding shares of
capital stock of ROK, and which Shares shall include such number of Shares as
shall be required to be sold by the Registrant to raise US$20,000,000 in equity
financing for the Registrant.
ROK currently has 3 patents issued and 42 additional patent
applications pending for new technologies which were developed for the delivery
of video entertainment to mobile phones. The technologies facilitate delivery of
services including, but not limited to on-demand mobile TV streamed over
mass-market 2.5G via GPRS, the storage of copy-protected movies stored on memory
cards for play on mobile phones, Java, SMS and P2P games, place-shifting to
mobile devices and VoIP mobile calling.
Upon completion of the transaction, Cyberfund, Inc. will change its
name to ROK Entertainment Group, Inc. (ROK). ROK was founded in 2003 by Jonathan
Kendrick and John-Paul DeJoria and has since its inception secured in excess of
$40,000,000 in financing. The Company has offices in the United Kingdom, United
States and the Peoples Republic of China as well as joint ventures in Russia,
Brazil and UAE.
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RESULTS OF OPERATIONS
Three Months Ended June 30, 2007
There were no revenues for either the three months ended June 30, 2007 or
June 30, 2006. The sole business activity of the Company was its search for a
suitable business to acquire.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2007, the Company had no current or long-term assets and a working
capital deficit of $394,026.
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 June 30,
2007 and June 30, 2006, the Company had a cash balance of $0.
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.
Report on Form 8K filed on May 1, 2007
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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.
Date: August 10, 2007 /s/ Mark G. Hollo
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Mark G. Hollo
Chairman and Chief Executive Officer
Date: August 10, 2007
/s/ William J. Reilly
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William J. Reilly
Chief Financial Officer and Director
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