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CYBERDEFENDER CORP
|
S-1
Nov 23, 8:29 PM ET
CYBERDEFENDER CORP S-1
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Contents
364
Registration Statement No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
CyberDefender Corporation
617 West 7th Street, Suite 1000 Los Angeles, California 90017 (213) 689-8631
Kevin Harris Interim Chief Executive Officer Chief Financial Officer CyberDefender Corporation 617 West 7th Street, Suite 1000 Los Angeles, California 90017 (213) 689-8631
Calculation of Registration Fee
Aegis Capital Corp
Table of Contents
PROSPECTUS SUMMARY
About This Prospectus
Overview of Our Business
Industry Background
The CyberDefender Solution
Our Business Strategies
Going Concern
Recent Developments Relating to our Listing on the Nasdaq Global Market
Recent Developments Related to Our Business
October Equity Financing
10.5% Subordinated Convertible Promissory Notes
9% Subordinated Convertible Promissory Notes
GRM Waiver and Forbearance Agreement
New Management
Risks Related to Our Business
SUMMARY OF THE OFFERING
The Offering
Corporate Information
SUMMARY FINANCIAL DATA
RISK FACTORS
You should carefully consider the risks described below before making an investment decision. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our financial statements and related notes.
Risks Related to Our Business
We incurred net losses for our last five fiscal years and for the nine month period ended September 30, 2011. We are not certain that our operations will ever be profitable.
We will need additional capital in the future to meet our obligations and financing may not be available. If we cannot obtain additional capital, we will be required to curtail, or even to cease, our operations.
We owe $11.7 million to GR Match, LLC (“GRM”). Unless we obtain additional financing, we will not have the funds to repay this obligation when it is due. If we cannot repay the obligation when it is due and cannot renegotiate the terms of the obligation, GRM will be entitled to exercise its rights to foreclose on our assets, which are pledged as security for payment of the debt. If that were to happen, your investment would become worthless.
If we fail to maintain certain loan covenants that are required by the 9% Secured Promissory Note we signed on March 31, 2010, GRM will be entitled to exercise its rights to foreclose on all of our assets pledged as security for payment of the debt. If that were to happen, your investment would become worthless.
Our operating results may fluctuate significantly from quarter to quarter and make it difficult to forecast our operating results accurately.
Fluctuations in demand for our products and services are driven by many factors, and a decrease in demand for our products and services could adversely affect our business and financial condition.
Adverse conditions in the national and global economies and financial markets may adversely affect our business and financial condition.
Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require public companies to maintain disclosure controls and procedures. We determined that our disclosure controls and procedures and our internal control over financial reporting were not effective at the reasonable assurance level due to a material weakness. This could have a material adverse effect on our business and financial condition.
Our websites and our products and services may be subject to disruptions and security breaches. If a disruption or security breach occurred, our reputation could be damaged and our business and financial condition could be adversely affected.
During the past year our business has grown rapidly. If we do not manage this growth carefully, our business and financial condition could be adversely affected.
Our Media and Marketing Services Agreement with GRM could be terminated. The termination of this agreement would adversely affect our operating results.
We advertise and market our products and services through direct response television and radio commercials. If our advertising and marketing efforts are not effective, our sales could decline and our business and financial condition would be adversely affected.
We face intense competition from other providers of Internet security software and remote technical support services. This competition could adversely affect our business and financial condition.
If we are unable to license new and enhanced security and optimization products and services to meet emerging industry standards, our business and financial condition could be adversely affected.
Although we test our products prior to release, they nevertheless may contain errors, failures, bugs and other problems which could adversely affect our business and financial condition.
If we fail to upgrade or modify our information technology system effectively, we may not be able to report our financial results accurately or prevent fraud.
Increased customer demands on our technical support services may adversely affect our relationships with our customers and adversely affect our business and financial condition.
Our ability to recruit and retain qualified officers and directors could be adversely affected if we experience difficulty in maintaining directors’ and officers’ liability insurance.
Loss of any of our key management personnel could negatively impact our business and financial condition.
To date, our business has been developed assuming that laws and regulations that apply to Internet communications and e-commerce will remain minimal. Changes in government regulation and industry standards may adversely affect our business and operating results.
Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products.
Future litigation could have a material adverse impact on our results of operation, financial condition and liquidity.
Risks Related to this Offering
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
We will have broad discretion in how we can use the net proceeds of this offering. If we fail to manage the use of the proceeds of this offering effectively, our business, financial condition, operating results and cash flow could be adversely affected.
You may experience future dilution as a result of future equity offerings.
Risks Related to Ownership of Our Securities
The rights of the holders of our common stock may be impaired by the potential issuance of dilutive securities, namely preferred stock, convertible debt, and additional common stock.
Our stock generally is thinly traded and it may not be possible to sell shares of our common stock in a timely manner.
Our stock price has decreased significantly and has experienced significant volatility in the past and is likely to be volatile in the future, and you could lose the value of your investment.
We do not expect to pay dividends for the foreseeable future, and we may never pay dividends.
Future sales of shares of our common stock may decrease the price for such shares.
Limitations on our directors’ liability and our indemnification of our directors may discourage stockholders from filing legal actions against our directors.
Our charter documents may impede or discourage a takeover, which could protect management but which may not be in the best interests of our stockholders.
Risks Related to Our Proposed Reverse Stock Split
We have asked our stockholders to approve a reverse split of our common stock for the purpose of meeting the minimum bid requirement imposed by The Nasdaq Stock Market for continued listing. However, the reverse stock split ultimately may not increase our stock price and we may not be able to continue to list our common stock on the Nasdaq Global Market.
Even if the reverse stock split achieves the requisite increase in our stock price, we cannot assure you that we will be able to comply or continue to comply with the minimum bid price requirement.
Even if the reverse stock split increases our stock price, there can be no assurance that we will be able to comply with other continued listing standards of the Nasdaq Listing Rules.
The reverse stock split may decrease the liquidity of our stock.
After the reverse stock split, the resulting stock price may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
CAPITALIZATION
DILUTION
DIVIDENDS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Strategic Repositioning
Critical Accounting Policies and Estimates
Contractual Obligations
Off-Balance Sheet Arrangements
Trends, Events and Uncertainties
Reconciliation of GAAP to Non-GAAP Financial Measures
Results of Operations
Three and Nine Months Ended September 30, 2011 Compared to Three and Nine Months Ended September 30, 2010
Net Revenue
Cost of Revenue
Operating Expenses
Media and marketing services
Product Development
Selling, General and Administrative
Loss from Operations
Other Income/(Expense)
Interest expense, net
Net Loss
Liquidity and Capital Resources
Operating Activities
Investing Activities
Financing Activities
Fiscal Year Ended December 31, 2010 Compared to the Fiscal Year Ended December 31, 2009
Net Sales
Cost of Sales
Operating Expenses
Media and marketing services
Media and marketing services-related party
Product Development
General and Administrative
Loss from Operations
Other Income/(Expense)
Change in Fair Value of Derivative Liabilities
Interest Expense, Net
Net Loss
Operating Activities
Investing Activities
Financing Activities
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
BUSINESS
About Our Business
Growth Drivers
Our Competitive Advantages
Growth Strategy
Technology and Core Systems
Revenue Model
Collection Efforts
Customers
Marketing and Sales
Competition
Intellectual Property
Employees
Government Regulation and Probability of Regulation Affecting Our Business
Description of Property
Legal Proceedings
Sandoval v. CyberDefender Corporation
Brashear v. CyberDefender Corporation and TriNet Employer Group, Inc.
MarketLive, Inc. v. CyberDefender Corporation
Greenfield, et al. v. Guthy-Renker Partners, Inc., CyberDefender Corporation, TriNet HR Corporation and TriNet HR V, Inc.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Future Appointment of Mr. Greg Thomas
Information about Our Current Officers and Directors
Business Experience
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Summary of Compensation
Summary Compensation Table
Equity Compensation
Outstanding Equity Awards at Fiscal Year-End
Employment Agreements, Termination of Employment and Change-in-Control Arrangements with Named Executive Officers
Agreements with Gary Guseinov
Agreement with Kevin Harris
Agreement with Igor Barash
Compensation payable to the members of our Board of Directors
Fiscal Year 2010 Director Compensation
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreements with GR Match, LLC
Letter of Intent and the Initial Media and Marketing Services Agreement
The Subsequent Media and Marketing Services Agreement
GRM Board Appointments
Securities Purchase Agreement dated June 3, 2009
Loan and Securities Purchase Agreement dated March 31, 2010
Revolving Credit Loan Agreement
Waiver and Forbearance Agreements
License Agreement
Other Related Party Transactions
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
Common Stock
Underwriters' Warrants
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
UNDERWRITING
Nature of Underwriting Commitment
Pricing of Securities
Commissions and Discounts
Over-allotment Option
Lock-ups
Underwriters’ Warrants
Right of First Refusal
Other Terms
Stabilization
Offer Restrictions Outside the United States
Indemnification
LEGAL MATTERS AND INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
CYBERDEFENDER CORPORATION FINANCIAL STATEMENTS
CYBERDEFENDER CORPORATION CONDENSED BALANCE SHEETS (UNAUDITED)
CYBERDEFENDER CORPORATION CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
CYBERDEFENDER CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — INTERIM FINANCIAL STATEMENTS
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Liquidity and Going Concern
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Reclassification
Use of Estimates
Accounts Receivable
Property and Equipment
Equipment under Capital Lease
Internal Use Software
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Revenue Recognition
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Deferred Charges
Advertising Costs
Reserve for Refunds
Income Taxes
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Software Development Costs
Fair Value Measurements
Loss Per Share
Stock Based Compensation
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Recently Issued Accounting Pronouncements
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 — RESTRICTED CASH
NOTE 4 — STOCKHOLDERS’ DEFICIT
Stock warrants
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — STOCKHOLDERS’ DEFICIT – (continued)
Stock options
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — STOCKHOLDERS’ DEFICIT – (continued)
NOTE 5 — CONVERTIBLE NOTES PAYABLE
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — CONVERTIBLE NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — CONVERTIBLE NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 — EMPLOYEE BENEFIT PLANS
NOTE 7 — RELATED PARTY TRANSACTIONS
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 — RELATED PARTY TRANSACTIONS – (continued)
CYBERDEFENDER CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 — SUBSEQUENT EVENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CYBERDEFENDER CORPORATION BALANCE SHEETS
CYBERDEFENDER CORPORATION STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
CYBERDEFENDER CORPORATION STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
CYBERDEFENDER CORPORATION STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Liquidity
Reclassification
Use of Estimates
Accounts Receivable
Property and Equipment
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Equipment under Capital Lease
Internal Use Software
Revenue Recognition
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Deferred Charges
Advertising Costs
Reserves for Refunds
Concentrations of Risk
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Income Taxes
Software Development Costs
Derivative Instruments
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Fair Value Measurements
Loss Per Share
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Stock Based Compensation
Segment Disclosures
Subsequent Events
Recently Issued Accounting Pronouncements
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 2 — RESTRICTED CASH
NOTE 3 — PROPERTY AND EQUIPMENT
NOTE 4 — INCOME TAXES
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 4 — INCOME TAXES – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 4 — INCOME TAXES – (continued)
NOTE 5 — STOCKHOLDERS’ DEFICIT
Common Stock
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
Stock warrants
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
Stock options
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 5 — STOCKHOLDERS’ DEFICIT – (continued)
NOTE 6 — NOTES PAYABLE
Convertible Notes
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 6 — NOTES PAYABLE – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 7 — CAPITAL LEASE OBLIGATIONS
NOTE 8 — RELATED PARTY TRANSACTIONS
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 8 — RELATED PARTY TRANSACTIONS – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 8 — RELATED PARTY TRANSACTIONS – (continued)
NOTE 9 — COMMITMENTS AND CONTINGENCIES
Royalty Agreement
Operating Leases
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 9 — COMMITMENTS AND CONTINGENCIES – (continued)
Employment Agreements
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 9 — COMMITMENTS AND CONTINGENCIES – (continued)
Litigation
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 9 — COMMITMENTS AND CONTINGENCIES – (continued)
Guarantees and Indemnities
NOTE 10 — SUBSEQUENT EVENTS
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 10 — SUBSEQUENT EVENTS – (continued)
CYBERDEFENDER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 10 — SUBSEQUENT EVENTS – (continued)
[___________] Shares Common Stock
PROSPECTUS
Aegis Capital Corp
PART II
Item 13. Other Expenses of Issuance and Distribution
Item 14. Indemnification of Officers and Directors
Item 15. Recent Sales of Unregistered Securities
Item 16. Exhibits and Financial Schedules
Exhibits
Item 17. Undertakings
SIGNATURES