Cyberfort Software, Inc. - Annual Report: 2019 (Form 10-K)

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, 2019

or

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

For the transition period from ___________to ___________

Commission File Number: 333-174894

Registrant’s telephone number, including area code: (415) 295 4507

Securities registered pursuant to Section 12(b) of the Act:

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 x No ¨

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.

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 second fiscal quarter, so there was no aggregate market value of common stock held by non-affiliates.

As of July 15, 2019, the registrant had 33,758,612 shares of common stock, par value $0.001 per share, outstanding.

Documents incorporate by reference: None.

CYBERFORT SOFTWARE, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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.

PART I

Item 1. Business.

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. Since September 2016, the Company has pursued opportunities in the cybersecurity technology business sector. The Company is in the business of developing, marketing, and acquiring software security technology.

On September 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. (“Ferlin”). Ferlin had acquired the rights, title, and interest for the Vivio application, including the Vivio Source Code Application (ie., 18,277 lines of iOS) (the “Application”) from a Purchase Agreement dated June 6, 2016 with Mistrin PTY, LTD (“Mistrin”).

In the Assignment Agreement, Ferlin assigned to the Company, all of Ferlin’s rights, title, and interest for the Application in exchange for common stock of the Company and the assumption of a $150,000 note payable to Mistrin. 

As of the date of filing, the Company has not made all of the required note payments. The Company is in the process of amending the note payable with Mistrin, which will restructure the remaining payments and ensure all obligations are fulfilled.

On February 23, 2018, the board of directors and the majority shareholders of Cyberfort Software, Inc. approved a reverse share split of its common stock at a ratio of 10,000:1, which was completed on April 19, 2018.

On March 6, 2019, the Company and Just Content. (“Just Content”) entered into a Purchase Agreement pursuant to which the Company bought the rights, title, and interest in the Just Content application, (the “Application”) in exchange for common stock of the Company and a cash consideration of three thousand dollars, which was made within the agreed 7 business days following the signing of the agreement. The Company shall issue to the seller (Krishna Kumar) two hundred and fifty thousand (250,000) restricted shares of the Company’s common stock (“Shares”), in twelve months after signing the agreement.

Additionally, the Company agreed to invest through the calendar year 2019, to further develop the Software Product and prepare it to be fully marketed to its designated industries and markets. Furthermore, Buyer agrees to provide reasonable capital to develop other software products in the same, similar or different industries, as needed and determined by Buyer and Seller.

Pursuant to the Assignment Agreement with Mistrin and the Purchase Agreement with Just Content, the Company will now focus its business in the development of the Applications and related technology.

Description of Business

Just Content

Just content is an iOS 11 app with support for over 250,000 blocking rules, is ones of the most secure content blocker available. The blocking rules are updated regularly, devices are protected from the latest malware attacks, phishing attempts, unsafe content, hate speech found on the web, as well as, blocking adult sites, gambling sites, distractions and social media by default. Just Content makes your devices completely safe to use in a home environment with children. At work, you are free to use your devices for collaboration and presentations without the embarrassment of the wrong ad popping up at the wrong time.

With the recently release Just Content Moblie Security app, comes the introduction of machine learning and artificial intelligence to provide solutions for customer problems, which include;

* 24/7 real-time protection from robocalls, telemarketers, spam calls, phishing calls

* Spam and junk SMS will now be moved to SMS Junk folder in Messages

* Maintain blocklists and whitelists of phone numbers for full control

* Block unsafe ads, trackers, malware, phishing sites, adult sites, distractions and social media, fake news, gambling sites while browsing the web

* Monitor you data usage on wifi and cellular

* Easily maintain website whitelists with Safari Extension

* Universal iOS app for iPhone, iPad and iPod Touch

Vivio

Vivio is an iOS 10 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 last 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:

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.

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 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive office is located at 388 Market Street, Suite 1300, San Francisco, CA 94111. Our telephone number is (415) 295-4507. This property is being rented on a month to month basis.

Item 3. Legal Proceedings

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.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issue Purchases of Equity Securities

(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.

(b) Holders

As of July 15, 2019, there were 24 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 Pacific Stock Transfer Inc. Located at 6725 Via Austi Pkwy, Suite 300 Las Vegas, Nevada 89119

Recent Sales of Unregistered Securities

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

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 April 19, 2018, the Company issued 30,000,000 shares of its common stock, par value $0.001, to the Company President as repayment for accrued compensation and accrued stock payable per his employment agreement. The shares were issued pursuant to a board of director’s vote dated April 19, 2018.

On June 19, 2018, the Company issued 1,250,000 shares of common stock from the conversion of a note payable.

On July 31, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On October 11, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

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.

Rule 10B-18 Transactions

During the year ended March 31, 2019, 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. plans to pursue 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 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. (“Ferlin”). Ferlin had acquired the rights, title, and interest for the Vivio application, including the Vivio Source Code Application (ie., 18,277 lines of iOS) (the “Application”) from a Purchase Agreement dated June 6, 2016 with Mistrin PTY, LTD (“Mistrin”).

In the Assignment Agreement, Ferlin assigned to the Company, all of Ferlin’s rights, title, and interest for the Application in exchange for common stock of the Company and the assumption of a $150,000 note payable to Mistrin.

As of the date of filing, the Company has not made all of the required note payments. The Company is in the process of amending the note payable with Mistrin, which will restructure the remaining payments and ensure all obligations are fulfilled.

On March 6, 2019, the Company and Just Content. (“Just Content”) entered into a Purchase Agreement pursuant to which the Company bought the rights, title, and interest in the Just Content application, (the “Application”) in exchange for common stock of the Company and a cash consideration of three thousand dollars, which was made within the agreed 7 business days following the signing of the agreement. The Company shall issue the seller (Krishna Kumar) two hundred and fifty thousand (250,000) restricted shares of the Company’s common stock (“Shares”), in twelve months after signing the agreement.

Additionally, the Company agreed to invest through the calendar year 2019, to further develop the Software Product and prepare it to be fully marketed to its designated industries and markets. Furthermore, Buyer agrees to provide reasonable capital to develop other software products in the same, similar or different industries, as needed and determined by Buyer and Seller.

Pursuant to the Assignment Agreement with Mistrin and the Purchase Agreement with Just Content, the Company will now focus its business in the development of the Applications and related technology.

Description of Business

Just Content

Just content is an iOS 11 app with support for over 250,000 blocking rules, is ones of the most secure content blocker available. The blocking rules are updated regularly, devices are protected from the latest malware attacks, phishing attempts, unsafe content, hate speech found on the web, as well as, blocking adult sites, gambling sites, distractions and social media by default. Just Content makes your devices completely safe to use in a home environment with children. At work, you are free to use your devices for collaboration and presentations without the embarrassment of the wrong ad popping up at the wrong time.

With the recently release Just Content Moblie Security app, comes the introduction of machine learning and artificial intelligence to provide solutions for customer problems, which include;

* 24/7 real-time protection from robocalls, telemarketers, spam calls, phishing calls

* Spam and junk SMS will now be moved to SMS Junk folder in Messages

* Maintain blocklists and whitelists of phone numbers for full control

* Block unsafe ads, trackers, malware, phishing sites, adult sites, distractions and social media, fake news, gambling sites while browsing the web

* Monitor you data usage on wifi and cellular

* Easily maintain website whitelists with Safari Extension

* Universal iOS app for iPhone, iPad and iPod Touch

Vivio

Vivio is an iOS 10 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:

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 and Just Content Applications.

Results of Operations

Comparison of the year ended March 31, 2019 and 2018

Revenues

During the year ended March 31, 2019 and 2018, we generated no revenues.

Operating Expenses

We incurred operating expenses in the amount of $581,047 during the year ended March 31, 2019 compared to $236,596 for the year ended March 31, 2018. The increase in net operating expenses is due primarily to the $344,285 in non-recurring charges expensed for a loss incurred upon conversion of accrued compensation due to our sole officer. This increase in our operating costs was offset by a decrease in general and administrative expenses of $96,858 from the prior year which consisted of legal, accounting, business development and marketing expenses.

Net Other Gain (Loss)

We had net other losses during the year ended March 31, 2019 of $75,630 in interest costs compared to $1,028 for the year ended March 31, 2018.

Net Loss

We incurred a net loss of $656,677 during the year ended March 31, 2019 compared to a net loss of $237,624 for the year ended March 31, 2018. The increase in net loss is primarily due to costs incurred upon conversion of accrued compensation due to our sole officer.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company had a net loss of $656,677 as of March 31, 2019, a working capital deficit of $710,650 and accumulated deficit of $4,812,849 at March 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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.

Net cash used in our operating activities during the year ended March 31, 2019 was $43,815 as compared to $62,412 for the same period ended March 31, 2018 a decrease of $18,597. This decrease is due to the reduced expenses incurred regarding the payment of accrued compensation due our sole officer, along with added, accounting, business development and marketing expenses.

The Company had no cash provided or used by investing activities in the years ending March 31, 2019 and 2018 due to the lack of cash available for growth.

Net cash provided by financing activities in the year ended March 31, 2019 was $43,163 as compared to $58,640 for the same period ended March 31, 2018. This decrease was primarily due to less proceeds from notes payable and common stock in the year ended March 31, 2019.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of March 31, 2019, 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.

Item 8. Financial Statements and Supplementary Data.

Cyberfort Software, Inc.

Index to the Financial Statements

March 31, 2019 and 2018

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Cyberfort Software, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Cyberfort Software, Inc. (the Company) as of March 31, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 3 to the financial statements, the Company’s absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2020 raise substantial doubt about its ability to continue as a going concern. The 2019 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cyberfort Software, Inc.

Balance Sheets

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statements of Operations

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statement of Stockholders’ Equity (Deficit)

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statements of Cash Flows

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

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.

FAIR VALUE MEASUREMENT

Our financial instruments consist principally of accounts payable and accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

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.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses the cost of research and development as incurred. Research and development costs totaled approximately $3,000 and $0 for the years ended March 31, 2019 and 2018, respectively.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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, 2019 and 2018, the Company has an accumulated deficit of $4,812,849 and $4,156,172. 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 - RELATED PARTY TRANSACTIONS

As of March 31, 2019 and March 31, 2018, the Company did not have any related party transactions, respectively.

NOTE 5 - NOTE PAYABLE

The Company assumed a non-interest bearing note payable to Mistrin of $150,000 with a maturity date of March 18, 2017 as a part of the acquisition of the Vivio App in September 2016. On June 19, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. On July 31, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. On October 11, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. As of March 31, 2019, the balance of the note was $135,000. The note is in default. The Company is negotiating with the note holder to amend the note’s terms.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

On October 4, 2017, the Company entered into an unsecured convertible loan agreement for $12,500 with an interest rate of 8% per annum and a maturity date of October 3, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On November 10, 2017, the Company entered into an unsecured convertible loan agreement for $5,466 with an interest rate of 8% per annum and a maturity date of November 9, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On November 24, 2017, the Company entered into an unsecured convertible loan agreement for $1,700 with an interest of 8% per annum and a maturity date of November 23, 2018. The loan is convertible into the Company’s common stock at the market value on at the date of conversion. The loan was paid in full during the prior year.

On December 14, 2017, the Company entered into an unsecured convertible loan agreement for $13,300 with an interest rate of 8% per annum and a maturity date of December 13, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On January 24, 2018, the Company entered into an unsecured convertible loan agreement for $3,000 with an interest rate of 8% per annum and a maturity date of January 23, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On February 13, 2018, the Company entered into an unsecured convertible loan agreement for $11,000 with an interest rate of 8% per annum and a maturity date of February 12, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On March 26, 2018, the Company entered into an unsecured convertible loan agreement for $2,200 with an interest rate of 8% per annum and a maturity date of March 25, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On March 31, 2018, the Company entered into an unsecured convertible loan agreement for $4,974 with an interest rate of 8% per annum and a maturity date of March 30, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On June 28, 2018, the Company entered into an unsecured convertible loan agreement for $18,540 with an interest rate of 8% per annum and a maturity date of June 27, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default subsequent to year end.

On September 28, 2018, the Company entered into an unsecured convertible loan agreement for $15,890 with an interest rate of 8% per annum and a maturity date of September 27, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

On December 12, 2018, the Company entered into an unsecured convertible loan agreement for $1,000 with an interest rate of 8% per annum and a maturity date of December 11, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

On December 31, 2018, the Company entered into an unsecured convertible loan agreement for $6,612 with an interest rate of 8% per annum and a maturity date of January 1, 2020. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

Notes payable - convertible totaled $95,604 and $52,441 at March 31, 2019 and 2018, respectively.

NOTE 7 - STOCKHOLDERS’ EQUITY

On April 19, 2018, the Company underwent a reverse stock split at a ratio of 10,000 to 1 share, reducing the issued and outstanding shares from 86,123,796 to 8,612 shares issued and outstanding as of the date of the reverse split. All share amounts in these financial statements and footnotes reflect the reverse stock split.

On April 19, 2018, the Company issued 30,000,000 shares, post-split, to the Company’s President as repayment for accrued compensation and accrued stock payable.

On June 19, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On July 31, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On October 11, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

Under the employment agreement with the CEO, the Company is required to grant shares of restricted stock after each anniversary date. At March 31, 2019 and March 31, 2018, the company has accrued a stock payable for shares earned but not issued of $50,000 and $100,000, respectively. The number of shares will be determined based upon market value of the stock at the point in time of issuance.

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. 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 800,000 shares due under these consulting agreements were issued during the year ended March 31, 2018 and the contracts have been cancelled.

The Company has a $54,000 commitment to provide developing and marketing costs related to the acquisition of the Vivio Application.

NOTE 9 - 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, 2019 and 2018, 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 21%. Operating loss carry forwards totaled approximately $2,576,239 and $1,972,000, as of March 31, 2019 and 2018, respectively, and will begin to expire in 2032. The Company has not complied with annual filings of federal tax returns and accordingly utilization on the NOL may be impaired. Deferred tax assets of approximately $1,144,000 and $760,000, respectively, were offset by a valuation allowance.

Actual income tax expense for the years ended March 31, 2019 and 2018 is reconciled from the amount computed by applying the U.S. federal income tax rate of 21% to losses before income taxes as follows:

NOTE 10 - SUBSEQUENT EVENTS

On June 27, 2019, the unsecured convertible loan agreement for $18,540 with an interest rate of 8% per annum that is convertible into the Company’s common stock at the market value on the date of conversion was in default.

On June 30, 2019, the Company entered into an unsecured convertible loan agreement for $12,437 with an interest rate of 8% per annum and a maturity date of June 29, 2020. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

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, 2019.

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.

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, 2019, 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.

Item 9B. Other Information.

None.

PART III

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.

Set forth below is a brief description of the background and business experience of each of our executive officers and directors.

Daniel Cattlin, 30, 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 learned 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.

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

Item 11: Executive Compensation

Compensation of Officers

Summary Compensation Table

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 and shall automatically renew for consecutive one year periods until terminated, 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 2019.

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:

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 35,173,378 shares of our common stock outstanding as of March 31, 2019.

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.

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 April 19, 2018, the Company issued 30,000,000 shares, post-split, to the Company’s President as repayment for accrued compensation and accrued stock payable.

Item 14. Principal Accounting and Fee Services

During the years ended March 31, 2019 and March 31, 2018, we engaged LBB & Associates Ltd., LLP, as our independent auditor. For the years ended March 31, 2019 and March 31, 2018, we incurred fees as discussed below:

PART IV

Item 15. Exhibits

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SIGNATURES

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.

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.