Corey Ribotsky's N.I.R. Group AJW Funds Downward Spiral Convertible Notes

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Date of Report: December 3, 2007

Item 8.01 Other Events

On October 22, 2007, Cyber Defense Systems, Inc. (the “Registrant”) and its wholly owned subsidiary Techsphere Systems International, Inc. (“TSI”) issued a press release a copy of the press release is attached hereto as Exhibit 99.1. relating to the proposed dividend and spin out of Techsphere shares, that stated until the SB 2 is effective for Techsphere no new shares of Cyber Defense will be issued in street name eliminating any further dilution to the current public float. The record date only applied to Cyber Defense stock registered with the company's transfer agent. Stock in street name which is purchased in the open market will be eligible to receive the dividend up to the ex-dividend date. The total shares issued and outstanding which are eligible for the dividend were at that time approximately 121,441,014 and Techsphere was expected to have approximately 30,360,253 shares issued and outstanding following the payment of the dividend and these shares will distributed to the Cyber Defense shareholders in a ratio of one Techsphere share for every four Cyber shares held.

Techsphere still intends to file a registration statement with the U.S. Securities and Exchange Commission to cover the payment of the Cyber Defense dividend and the redistribution of its shares by Proxity, Inc. The effective date of the registration statement and the subsequent payment date of the dividend still cannot be estimated at this time.

Because this action in effect creates a condition of default with the N.I.R. Group the Registrant was informed that it would have to continue to honor conversion into its shares to pay down the debt of N.I. R. Group. The board voted to revise the original spin out plan and the Registrant agreed it will honor these conversions on a timely basis and maintain the original disclosed ratio, based on the total outstanding shares on the dividend date of one share of Techsphere for every four shares of Cyber Defense owned. The Registrant also is exploring options to redeem the outstanding N.I.R. Group debt. Until the ex dividend date, all shares of the Registrant purchased in the open market will receive the proposed dividend. The Registrant cannot estimate at this time the total number of shares that will be outstanding and paid out in the dividend until the ex date is set.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
The following document is included as an exhibit to the Form 8-K.

Exhibit
Number Description

99.1 Press release issued by Cyber Defense, Inc., dated October 22, 2007, entitled “Cyber
Defense Announces Details of then Techsphere Dividend Spin Out and Proxity, Inc.
Announces it will Dividend Out its Shares In Techsphere and Cyber”