Looks like Corey is the "CONTROL PERSON" here!
should be insider trading?????
(CYDF)On July 31, 2007, Cyber Defense Systems, Inc. ("the Company") entered into two agreements with AJW Partners, LLC (“AJWP”), AJW Qualified Partners (“AJWQ”), AJW Offshore Ltd. (“AJWO”) and New Millennium Capital Partners II, LLC (“NMCP”), AJWP, AJWQ. AJWO and NMCP are collectively referred to as the “NIR Affiliates”. The Agreements provide that the NIR Affiliates agree to subordinate in the event that the Company through its wholly-owned LLC (Airship Leasing, LLC) obtains funding from other contemplated sources. The NIR Affiliates hold a security interest in all of the assets of the Company. The agreements with the NIR Affiliates also provide that all current defaults of the Company to the NIR Affiliates are cured. In exchange for the cure and the subordination, the Company amended the discount on all outstanding notes in favor of the NIR Affiliates to be reset at a 58.5% discount to the market except for the notes that are currently outstanding with a 60% discount.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2007, Mr. James Alman resigned from his position as President of the Company. Mr. Alman’s resignation letter did not reference a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies, and practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are included as an exhibit to the Form 8-K.
Exhibit
Number
Description
99.1
Subordination Agreement dated July 31, 2007
99.2
Letter Agreement dated July 31, 2007
99.3
Resignation Letter of James Alman dated August 6, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 10, 2007
CYBER DEFENSE SYSTEMS, INC.
By: /s/ Billy Robinson
Name: Billy Robinson
Title: Chief Executive Officer
Subordination Agreement
THIS SUBORDINATION AGREEMENT (“Agreement”) is entered into on this 31 st day of July, 2007, by and between Cyber Defense Designees, (Ayuda Funding LLC, (“Ayuda”, “Goldleaf Financial Solutions, Inc.” “Goldleaf”, Acorn Capital Group, LLC”, “Acorn”, Bibby Financial Services (Southwest), Inc., “Bibby”, Spirit Bank an Oklahoma banking corporation, (“SpiritBank”), Tracy Kelly, (“Kelly Loan”), et.al.), (“Designees”) and AJW PARTNERS, LLC , AJW QUALIFIED PARTNERS, LLC, AJW OFFSHORE, LTD, NEW MILLENNIUM CAPITAL PARTNERS II, LLC, (collectively “ NIR Affiliates”).
WHEREAS, Cyber Defense Systems, Inc., a Florida corporation (hereinafter “CDS”) is currently indebted to NIR Affiliates pursuant to the terms of those certain Callable Secured Convertible Note(s) signed by CDS on various dates up to and including on or about May 8, 2007.
WHEREAS, NIR Affiliates has a security interest in and to the assets of CDS.
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the principal amount of Eight Hundred Fifty Thousand and No/100ths Dollars ($850,000.00) from SpiritBank for certain commercial purposes (hereinafter “Spirit Loan”).
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the amount of Three Hundred and Fifty Thousand and No/100ths Dollars ($350,000.00) from Tracy Kelly, an individual, for the purpose of partially securing the Spirit Loan (hereinafter “Kelly Loan”).
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the principal amount of Three Hundred and Seventy-Five Thousand ($375,000) from Ayuda for certain commercial purposes (hereinafter “Loans”).
WHEREAS, CDS owns a majority interest in Airship Leasing Co., LLC, and currently serves as the Managing Member. CDS represents that the Spirit Loan, Kelly Loan and Ayuda laons directly benefit Airship Leasing Co., LLC and CDS.
WHEREAS, SpiritBank, Kelly and Ayuda are unwilling to extend said loans to Airship Leasing Co., LLC, without NIR Affiliates agreement to subordinate its security interest.
WHEREAS, Airship Leasing Co., LLC, has requested additional operating capital in the form of short term loans, line of credit, invoice and purchase order financing from Designees and or Spirit Bank.
WHEREAS, CDS owns a majority interest in Airship Leasing Co., LLC, and currently serves as the Managing Member. CDS represents that SpiritBank, Tracy Kelly and Ayuda and the Designees directly benefit Airship Leasing Co., LLC and CDS.
WHEREAS, SpiritBank, Tracy Kelly, Ayuda and or Designees are unwilling to extend said loans to Airship Leasing Co., LLC, without NIR Affiliates agreement to subordinate its security interest.
NOW THEREFORE, the Parties to this Agreement agree as follows:
1. NIR Affiliates acknowledges and consents to the Spirit Loan, Kelly Loan and Auyda and further acknowledges and consents to SpiritBank, Kelly, Ayuda and or Designees receiving a security interest in and to all presently owned and after acquired assets of Airship Leasing Co., LLC.
2. NIR Affiliates consent and agree to subordinate its security interest in and to CDS’s ownership of Airship Leasing Co., LLC. in favor of SpiritBank, Tracy Kelly, Ayuda and or Designees. Furthermore, NIR Affiliates consent and agree to subordinate its security interest in and to Airship Leasing Co., LLC, and the assets of Airship Leasing Co., LLC, in favor of SpiritBank, Tracy Kelly, Ayuda and or Designees.
3.
This Agreement shall be governed by the laws of the State of Oklahoma.
Dated this ___ day of July, 2007.
By: /s/ Corey Ribotsky
Corey Ribotsky, Managing Partner of NIR Affiliates
By: ______________________________________________
Albert Kelly, President and CEO
By: _______________________________________________
Manny Bello, CEO Auyda Funding, LLC
By: /s/ William C. Robinson
William C. Robinson,
Managing Partner Airship Leasing Co., LLC/CEO Cyber Defense Systems, Inc.
AI
