Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:  December 31, 2016

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File No. 333-174894

 

CYBERFORT SOFTWARE, INC .

(Exact name of registrant as specified in its charter)

 

Nevada		38-3832726
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

388 Market Street, Suite 1300

San Francisco, CA 94111

(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

Patriot Berry Farms, Inc.

(Former name, former address and former fiscal year, if changed since last report)

 

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  o

 

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 (Sec.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  o No  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o No  x

 

As of January 31, 2017, there were 85,759,911 shares outstanding of the registrant’s common stock.

 

 

TABLE OF CONTENTS

 

			PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)			4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			15
Item 4.	Controls and Procedures			15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings			16
Item 1A.	Risk Factors			16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			16
Item 3.	Defaults Upon Senior Securities			16
Item 4.	Mine Safety Disclosures			16
Item 5.	Other Information			17
Item 6.	Exhibits			18
SIGNATURES				19

 

2

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

All references in this Quarterly Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Cyberfort” and the “Registrant” refer to Cyberfort Software, Inc. unless the context indicates another meaning.

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Cyberfort Software, Inc.

Index to the Financial Statements (Unaudited)

December 31, 2016

 

		Page
Unaudited Balance Sheets as of December 31, 2016 and March 31, 2016			5
Unaudited Statements of Operations for the three and nine months ended December 31, 2016 and 2015			6
Unaudited Statements of Cash Flows for the nine months ended December 31, 2016 and 2015			7
Unaudited Notes to Financial Statements			8

 

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Cyberfort Software, Inc.

Balance Sheets

(Unaudited)

 

		December 31, 2016				March 31, 2016
ASSETS
Current assets
Cash		$	26			$	-
Prepaid expenses			6,667				-
Total current assets			6,693				-
TOTAL ASSETS		$	6,693			$	-
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable		$	110,144			$	70,965
Accounts payable – related party			287,079				193,579
Accrued expenses – related party			37,500				300,000
Related party advances			-				10,000
Notes Payable			150,000				-
Total current liabilities			584,723				574,544
Total liabilities			584,723				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 December 31, 2016 and March 31, 2016			85,760				73,400
Additional paid-in capital			3,186,615				1,921,455
Accumulated deficit			(3,850,405	)			(2,569,399	)
Total stockholders' deficit			(578,030	)			(574,544	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT		$	6,693			$	-

 

See accompanying notes to the financial statements.

 

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Cyberfort Software, Inc.

Statements of Operations

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		December 31,								December 31,
		2016				2015				2016				2015
Net revenue		$	-			$	-			$	-			$	-
Operating expenses:
Selling, general and admin. expenses			101,219				31,158				224,976				103,262
Stock compensation expense			12,500				12,500				37,500				37,500
Depreciation			-				-				-				461
Impairment on intangible property			-				-				1,018,530				-
Total operating expenses			113,719				43,658				1,281,006				141,223
Loss from operations			(113,719	)			(43,658	)			(1,281,006	)			(141,223	)
Other (expenses)/income
Gain on settlement of debt			-				-				-				12,000
Total other (expenses)/income			-				-				-				12,000
Net loss		$	(113,719	)		$	(43,658	)		$	(1,281,006	)		$	(129,223	)
Loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
Weighted average common shares outstanding - basic and diluted			85,649,143				73,399,871				77,997,554				73,399,871

 

See accompanying notes to the financial statements.

 

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Cyberfort Software, Inc.

Statements of Cash Flows

(Unaudited)

 

		Nine Months Ended
		December 31,
		2016				2015
Cash flows from operating activities:
Net loss		$	(1,281,006	)		$	(129,223	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			37,500				37,500
Gain on settlement of debt			-				(12,000	)
Depreciation			-				461
Impairment of intangible property			1,018,530				-
Changes in operating assets and liabilities:
Prepaid expenses			(6,667	)			-
Accounts payable and accrued expenses			39,179				18,231
Accounts payable - related party			93,500				60,031
Net cash used in operating activities			(98,964	)			(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:
Net proceeds from related party advances			29,000				-
Issuance of common stock for cash			69,940				-
Contributed capital			50				-
Net cash provided by financing activities			98,990				-
Net change in cash			26				-
Cash at the beginning of the period			-				-
Cash at the end of the period		$	26			$	-
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 to related party		$	339,000			$	-
Assignment of intangible assets		$	1,018,530			$	-
Satisfaction of debt on sale of blueberry Farm		$	-			$	200,000
Note issuance on sale of blueberry Farm		$	-			$	(25,000	)

 

See accompanying notes to the financial statements.

 

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Cyberfort Software, Inc

Notes to Financial Statements

(Unaudited)

 

NOTE 1 - ORGANIZATION

 

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. The name change has been affected prior to the filing of this report. Cyberfort Software, Inc., (“Cyberfort” or the “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. The main focus of the Company is the development of security software technology. This will result in a total rebranding and change in industry sector which the Company operates.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

Interim Accounting

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period and nine month period ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ended March 31, 2017.

 

The Company's 10-K for the year ended March 31, 2016, filed on September 7, 2016, should be read in conjunction with this Report.

 

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 $26 and $0 in cash as of December 31, 2016 and March 31, 2016, respectively.

 

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Cyberfort Software, Inc

Notes to Financial Statements

(Unaudited)

 

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 December 31, 2016 and March 31, 2016, the Company has an accumulated deficit of $3,850,405 and $2,569,399, respectively. 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 continue its operations is dependent upon, among other things, obtaining additional financing. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4 - INTANGIBLE ASSETS

 

On September 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. to assume a Purchase and Sale Agreement between Ferlin Corp and Mistrin Pty, Ltd. that results in the Company effectively purchasing the title, rights, and interest to a software application, (including the source code) in exchange for various consideration. Under the Assignment and the assumed Purchase and Sale Agreement with Mistrin, the Company has assumed a 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 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.

 

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 date of this filing 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 nine month ended December 31, 2016, the Company incurred $32,000 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.

 

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Cyberfort Software, Inc

Notes to Financial Statements

(Unaudited)

 

NOTE 5 - RELATED PARTY ADVANCES

 

In December 2014, the Company’s President advanced $10,000 to pay the settlement of the outstanding balance of consulting agreement on behalf of the Company. In July 2016, the Company’s President advanced $29,000 to pay the accounts payables on behalf of the Company. These advances were non-interest bearing, due upon demand and unsecured.

 

On July 29, 2016, the Company issued 390,000 shares of Company’s common stock to its current President to reimburse $39,000 paid on behalf of the Company.

 

As of December 31, 2016 and March 31, 2016, the balance of related party advances is $0 and $10,000 respectively.

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

On March 21, 2014, the Company entered into a formal employment agreement with its newly appointed President, whereby the Company agreed to remit an annual salary of $120,000, payable monthly, for services rendered. 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.

 

For both periods ended December 31, 2016 and 2015, the Company incurred total of $90,000 in salaries and $37, 500 in stock based compensation.

 

As of December 31, 2016 and March 31, 2016, the balance in accounts payable - related party is $287,079 and $193,579.

 

NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

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 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.

 

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Cyberfort Software, Inc

Notes to Financial Statements

(Unaudited)

 

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.

 

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 $9,975.

 

On November 3, 2016, the Company issued 106,684 shares of its common stock for cash proceeds of $9,975.

 

On November 17, 2016, the Company issued 87,840 shares of its common stock for cash proceeds of $9,990.

 

As of December 31, 2016 the Company has legally committed or issued and outstanding 85,759,911 and at March 31, 2016, the Company has 73,399,871 shares of common stock issued and outstanding.

 

NOTE 8 - GAIN ON SETTLEMENT OF DEBT

 

During the period ended December 31, 2015, the Company recorded a gain on settlement of $12,000.

 

NOTE 9 - 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).

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This quarterly report on Form 10-Q and other reports filed by Cyberfort Systems, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 

Overview

 

Cyberfort Software, Inc., formerly 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 December 27, 2012, a change in control occurred as a director of the Company purchased 54,400,000 shares of common stock of the Company. On January 28, 2013, the Company changed its name to Patriot Berry Farms, Inc.

 

On May 15, 2013, the Company began implementation of its new business plan: the acquisition and operation of established and profitable berry farms throughout the United States. The Company’s main focus is on blueberry production with a secondary focus on strawberry and raspberry production.

 

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.

 

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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.

 

On July 1, 2014, the Board of Directors and majority shareholders of the Company approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Patriot Cannabis Farms, Inc.

 

 On April 23, 2015, the Company sold the Morningstar Farm to Douglas and Gail Harmon.

 

On September 20, 2016, the Company signed an agreement to purchase the intangible property called Vivio. Vivio is an iOS 10 app (available on iTunes) 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, it also saves you data traffic costs up to 50% and makes your battery lasts longer as a result. The acquisition of this software affirms Cyberforts repositioning into the cybersecurity sector.

 

The Company is based in San Francisco, California, with principal executive offices located at 388 Market Street, Suite 1300, San Francisco, California 94111 and our telephone number is [phone].

 

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.

 

There has been a very limited activity within the Company since September 2014 due to the fact that the Company has not been able to secure the necessary financing to sustain its operations.

 

Results of Operations

 

For the Three Months Ended December 31, 2016 Compared to the Three Months Ended December 31, 2015

 

Revenues

 

During the three months ended December 31, 2016 and 2015, we did not generate any revenues.

 

Expenses

 

We incurred operating expenses in the amount of $113,719 during the three months ended December 31, 2016 compared to $43,658 for the corresponding period in 2015. This is primarily due to the increase of $29,672 for professional fees incurred related to regulatory reporting and $30,000 marketing and development expense during the three months ended December 31, 2016 compared to same period in 2015.

 

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Net Loss

 

We incurred a net loss of $113,719 during the three months ended December 31, 2016, compared to a net loss of $43,658 for the corresponding period in 2015.

 

For the Nine Months Ended December 31, 2016 Compared to the Nine Months Ended December 31, 2015

 

Revenue

 

During the nine months ended December 31, 2016 and 2015, we did not generate any revenues.

 

Expenses

 

We incurred operating expenses in the amount of $1,281,006 during the nine months ended December 31, 2016 compared to $141,223 for the corresponding period in 2015. This is mainly due to an impairment of intangible property of $1,018,530, $76,049 for professional fees incurred related to regulatory reporting and $32,000 marketing and development expense during the nine months ended December 31, 2016 compared to same period in 2015.

 

Gain on settlement of debt

 

During the nine months ended December 31, 2015, the Company had $12,000 in gain on settlement of debt.

 

Net Loss

 

We incurred a net loss of $1,281,006 during the nine months ended December 31, 2016, compared to a net loss of $129,223 for the corresponding period in 2015.

 

Liquidity and Capital Resources

 

Since its inception, the Company has financed its cash requirements from the sale of common stock and advances from related party. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

 

We believe the Company will need additional resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. As of December 31, 2016, the Company has an accumulated deficit of $3,850,405. 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 continue as a going concern 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.

 

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Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements as of December 31, 2016.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Item 4. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.

 

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

(b) Changes in 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, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material 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 companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On October 27, 2016, the Company issued 86,928 shares of its common stock for cash proceeds of $9,975.

 

On November 3, 2016, the Company issued 106,684 shares of its common stock for cash proceeds of $9,975.

 

On November 17, 2016, the Company issued 87,840 shares of its common stock for cash proceeds of $9,990.

 

Item 3. Defaults Upon Senior Securities.

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

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Item 5. Other Information.

 

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 Note Payable to Mistrin for $150,000, will issue 10,688,588 shares of common stock to the seller, assignor, and various individual, and received $40,000. Consequently, the Company has recorded intangible property related to the transaction of $1,018,530.

 

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 date of this filing 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. 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 not 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 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.

 

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. The term of each agreement 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.

 

On October 18, 2016, the Company filed an amendment to its Articles of Incorporation with the State of Nevada and changed its name from Patriot Berry Farms, Inc. to Cyberfort Software, Inc.

 

On November 15, 2016, the Financial Industry Regulatory Authority announced the Company's name and symbol change and it effective November 16, 2016. The Company will trade under its new name, Cyberfort Software, Inc. under the symbol CYBF.

 

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Item 6. Exhibits.

 

(a) Exhibits

 

Exhibit Number		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Schema
101.CAL**		XBRL Taxonomy Calculation Linkbase
101.DEF**		XBRL Taxonomy Definition Linkbase
101.LAB**		XBRL Taxonomy Label Linkbase
101.PRE**		XBRL Taxonomy Presentation Linkbase

__________

*	In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Cyberfort Software, Inc.
Date: February 21, 2017	By:	/s/ Daniel Cattlin
		Daniel Cattlin
		President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

 

 

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