================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

            Annual report under section 13 or 15(d) of the Securities
                 Exchange Act of 1934 for the fiscal year ended
                                December 31, 2006

                         Commission file number: 0-18565

                                 CYBERFUND, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its Charter)

           Oklahoma                                      93-0947570
------------------------------              -----------------------------------
(State or other jurisdiction                (IRS Employer Identification Number)
    of incorporation)


                     5447 NW 42nd Ave., Boca Raton, FL 33496
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's Telephone Number: (561) 995-4625

                          SEMPER RESOURCES CORPORATION
                      ------------------------------------
                         (Former Name of the Registrant)

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

         Title of Each Class           Name of each exchange on which registered
         -------------------           -----------------------------------------
                None                                     None

Securities to be registered under Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                 Title of Class

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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:
    ---   -----

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. X

Indicate by check mark whether the Registrant is a shell company [as defined in
Rule 12b-2 of the Exchange Act]. Yes: X No:

State issuer's revenues for its most recent fiscal year: $0

The number of shares of Common Stock outstanding as of March 30, 2007 was
2,041,739. As of such date, the aggregate market value of the voting stock of
the registrant held by non-affiliates could not be computed because there was no
bid or ask price reported on the OTC Bulletin Board.

                       DOCUMENTS INCORPORATED BY REFERENCE

No annual reports to security holders, proxy or information statements, or
prospectus filed pursuant to Rule 424(b)or (c) are incorporated by reference in
this report.

Transitional Small Business Disclosure Format (Check One): Yes     No  X
                                                               ---    ----
<PAGE>
                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

PART I

         ITEM 1.  DESCRIPTION OF BUSINESS...............................    3
         ITEM 2.  DESCRIPTION OF PROPERTIES.............................    3
         ITEM 3.  LEGAL PROCEEDINGS ....................................    4
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS...................................    4

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS...........................    5
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................    5
         ITEM 7.  FINANCIAL STATEMENTS..................................    7
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE................    7

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT.....................    8
         ITEM 10. EXECUTIVE COMPENSATION................................    9
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.................................    9
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS..........................................    9
         ITEM 13. EXHIBITS AND REPORTS OF FORM
                  8-K...................................................   10

                  SIGNATURES............................................   11

                  FINANCIAL STATEMENTS..................................  F-1






<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

INITIAL BUSINESS DEVELOPMENT

Cyberfund, Inc. (formerly Semper Resources Corporation and Resources of the
Pacific Corporation) (the "Company") was originally organized under the laws of
the State of Nevada in April of 1987, under the name "10 Minute Pit Stop USA,
Inc." The Company was formed for the purpose of acquiring and operating
automotive oil change service centers. On April 30, 1987, the Company merged
with Value Funding Corporation, a publicly-owned corporation that owned a chain
of oil change and lubrication centers. In 1990, the Company changed its name to
Pit Stop Auto Centers, Inc. In November, 2005, the Company reincorporated in the
State of Oklahoma, and on September 1, 2006 changed its name to Cyberfund, Inc.

DISCONTINUANCE OF ACTIVE BUSINESS OPERATIONS

The Company, following its reorganization in 1995, had intended to operate as an
active timberland manager, while seeking competitively higher returns on
investment as a producer of hardwoods. Due to a lack of capital to effectuate
its business plans, the Company discontinued its active business operations in
December, 2001.

CURRENT OPERATIONS

On September 1, 2006, the shareholders of the Company, acting upon written
consent of the holders of a majority of the issued and outstanding Shares of
Common Stock, approved the change of name of the Company to Cyberfund, Inc., and
the reverse-split of all issued and outstanding Common Stock on the basis of one
new share for each one thousand issued and outstanding shares.

This Form 10-KSB contains forward looking statements. The actual results might
differ materially from those projected in the forward looking statements.
Additional information concerning factors that could cause actual results to
materially differ from those in forward looking statements is contained in the
Company's filings with the Securities and Exchange Commission, including
periodic reports under the Securities Exchange Act of 1934, as amended.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company maintains an executive office in Boca Raton, FL through a
month-to-month arrangement with the Company's attorney.


                                       3
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The Company is not the subject of any material pending legal proceedings; and to
the knowledge of management, no material proceedings are presently contemplated
against the Company by any federal, state or local governmental agency. Further,
to the knowledge of management, no director or executive officer is party to any
action which any has an interest adverse to the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's stockholders through the
solicitation of proxies, during the Company's fiscal year ended December 31,
2006, and none have been submitted since. On September 1, 2006, the shareholders
of the Company, acting upon written consent of the holders of a majority of the
issued and outstanding Shares of Common Stock, approved the change of name of
the Company to Cyberfund, Inc., and the reverse-split of all issued and
outstanding Common Stock on the basis of one new share for each one thousand
issued and outstanding shares. Proxies were not solicited for this approval.











                                       4
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

From its inception as a public company until 1992 the Company's Common Stock
traded on the NASDAQ market. From February of 1992 to February, 2007, the
Company's common stock was listed on the OTC Pink Sheets. However, the market
for these securities was extremely limited and sporadic. In March, 2007, the
Company's common stock was approved by the NASD for listing on the OTC Bulletin
Board under the trading symbol "CYFD".

On March 30, 2007, there was no bid or ask price posted on the Bulletin Board
for the Company's Common Stock.

HOLDERS

The number of record holders of the Company's common stock as of December 31,
2006 was 452. This number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name.

DIVIDENDS

The Company has not paid any dividends with respect to its common stock, and
does not intend to pay dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

PLAN OF OPERATION

The Company has not engaged in any material operations since 1991, and is
presently seeking a merger with or acquisition of existing business operations.

RESULTS OF OPERATIONS

The Company received no revenue in either the calendar year ended December 31,
2006, or the prior calendar year ended December 31, 2005. The Company had no
expenses, except for interest expense on the convertible note payable to
shareholder,and shares issued for servics during this fiscal period and
conducted no business operations.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006, the Company had no current or long term assets, and no
working capital. The Company's current debt of $447,391 is represented by a
demand convertible promissory note beneficially held by Mark G. Hollo, the
Company's Chairman, President and principal shareholder.


                                       5
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS

The Company's initial business plan was to operate as an active timberland
manager, while seeking competitively higher returns on investment as a producer
of hardwoods. Due to a lack of capital to effectuate its business plans, the
Company discontinued its active business operations in December 2001. Since
September, 2006, the Company has actively been seeking a suitable acquisition or
merger partner in order to maximize shareholder value.

On September 1, 2006, the corporation undertook a reverse-split of its issued
and outstanding common stock on the basis of one new share for each one thousand
issued and outstanding shares. On the same date, the corporation changed its
name to Cyberfund, Inc.

RESULTS OF OPERATIONS

Three Months Ended December 31, 2006 as compared to December 31, 2005

There were no revenues for either the three months ended December 31, 2006 or
December 31, 2005. The sole business activity of the Company was its search for
a suitable business to acquire.

Year Ended December 31, 2006 as compared to December 31, 2005

There were no revenues for either the year ended December 31, 2006 or December
31, 2005. The sole business activity of the Company during this period was its
search for a suitable business to acquire.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006, the Company had no current or long-term assets and a
working capital deficit of $447,391.

CHANGES IN FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

For the past twelve months, the Company has funded its ongoing corporate
operations through funds and services provided by its officers. As of December
31, 2006, the Company had a cash balance of $0. During this period, the Company
issued a total of 2,000,000 shares of common stock valued at $2,000 to its
officers and advisors in lieu of cash compensation for services rendered.


                                       6
<PAGE>

The Company has experienced significant operating losses throughout its history,
and as a result discontinued normal business operations in 2001. The Company's
ability to survive is dependent on its ability to identify and acquire new
business operations, and to raise capital through the issuance of stock or
borrowing of additional funds.

ITEM 7.  FINANCIAL STATEMENTS.

The Company's financial statements are presented under Item 13 of this report.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None















                                       7
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following are the Officers and Directors of the Company as of March 30,
2007:

     Name              Age      Position Held with Company
-----------------     ------    -----------------------------
Mark G. Hollo           56      Chairman, President, and CEO
William J. Reilly       53      CFO, Secretary and Director

Directors and Executive Officers

The Company has established an interim Management Team to seek new business
opportunities for the Company and maximize shareholder value.

Mark G. Hollo - Chairman, President and CEO

Mr. Hollo has served as the Chairman, President & CEO of the Company since 2002.
He has extensive experience in investment banking/corporate finance as well as
specialized expertise in the development and financing of private and public
companies. Since 2001, Mr. Hollo has been the Chairman & CEO of The Fund LLC, an
advisory firm managing private investments. Mr. Hollo received a B.A. in
International Relations from Georgetown University.

William J. Reilly-  Director, CFO and Secretary

Mr. Reilly has served as an Officer and Director of the Company since December
2002. Since 1979, Mr. Reilly has been engaged in the private practice of law in
New York, NY. From 1996 to May, 1999, Mr. Reilly was an Officer and a member of
the Board of Directors of BusinessNet Holdings Corp., and from January, 2001
until June, 2006 as an Officer and a member of the Board of Directors of
Executive Hospitality Corp., (formerly Invicta Corporation, a publicly-traded
consumer optical manufacturer) headquartered in Boca Raton, FL.

Mr. Reilly received his Bachelor of Arts degree from the State University of New
York in 1974, and a Juris Doctor degree from St. John's University School of Law
in 1978. From 1978 to 1981, Mr. Reilly served as a Law Clerk to a Justice of the
New York State Supreme Court. From 1982 to 1983, he was Assistant Counsel to the
Speaker of the New York State Assembly and, from 1983 to 1984, as Assistant
Counsel to the Chairman of the New York State Assembly Ways and Means Committee.
From 1980 to 2005 he served with the rank of Commander in the United States
Naval Reserve, Judge Advocate General's Corps, specializing in International
Law, and transferred to the Retired Reserve in July, 2005. Mr. Reilly is a
resident of Boca Raton, FL, and is engaged in the full-time practice of
corporate law as a member of the Bar of the State of New York and the Federal
Courts. He is a member of the American Bar Association, the Federal Bar
Association, and the New York State Bar Association.




                                       8
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

During fiscal 2006 and fiscal 2005, no officer or director was paid compensation
from the Company. An officer and director and entities beneficially owned by
this officer and director were issued 2,000,000 shares of common stock valued at
$2,000 as compensation for services. No directors of the Company received cash
compensation for their services to the Company.

ITEM 11. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT RECORD
         AND BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK

The following table sets forth, as of March 30, 2007, certain information
regarding the ownership of voting securities of each person known by the Company
to be a beneficial owner of five percent or more of the outstanding voting
securities, each of the Directors of the Company and all Officers and Directors
as a group. These Shares reflect the one-for-one thousand reverse split of
Common Stock which took place on September 1, 2006.

                                                          Percentage of Shares
  Name and Address of         Shares of Common Stock        of Common Stock
   Beneficial Owner           Beneficially Owned (1)       Beneficially Owned
 ----------------------      ------------------------    ----------------------
Mark G. Hollo (1)                      500,000                   24.5%
International Bell, Inc. (1)            12,569                    < 1%
BR Trust (1)                           500,000                   24.5%
The Fund, LLC (1)                      500,000                   24.5%
David M. Hollo                         500,000                   24.5%
                                   -----------                --------
All executive officers and
directors as a group (1 person)      1,512,569                   74.1%
                                   ===========                ========

(1) Mark G. Hollo, the Chairman, President and CEO of the Registrant, is the
beneficial owner and control person of International Bell, Inc., BR Trust, and
The Fund, LLC.

(C)  CHANGE IN CONTROL

     None.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mark G. Hollo, the Chairman, President, CEO and principal shareholder of the
Company, is the beneficial holder of current debt of $447,391 which is
represented by a demand convertible promissory note.


                                       9
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  The following documents are filed as a part of this Form 10-KSB at the page
     indicated.

                                                                           Page
                                                                          Number
                                                                          ------

(a)  (i) Financial Statements

         Report of Independant Registered Public Accountant
            as of March 30, 2007....................................        F-1

         Consolidated Balance Sheet - December 31, 2006.............        F-2

         Consolidated Statements of Operations - For the years ended
            December 31, 2005 and 2006..............................        F-3

         Consolidated Statements of Shareholder's Deficit - For the
            years ended December 31, 2005 and 2006..................        F-4

         Consolidated Statements of Cash Flows - For the years ended
            December 31, 2005 and 2006..............................        F-5

         Consolidated Notes to Financial Statements................. F-6 - F-10

(a)  (ii)  Consolidated Schedules - None.

All  schedules  for  which  provision  is  made  in  the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.


(a) (iii) Exhibits
                                              Sequential Page
 Number            Description                     Number
---------          -----------                ---------------
**
27.1         Financial Data Schedule


----------------------


(b)  Reports on Form 8-K

     None

                                       10
<PAGE>

               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

To the Shareholders of
  Cyberfund, Inc.
  (formerly Semper Resources Corporation)
  Boca Raton, Florida

We have audited the accompanying consolidated balance sheet of Cyberfund, Inc.
(formerly Semper Resources Corporation) as of December 31, 2006 and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the two years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cyberfund, Inc. as of December
31, 2006 and the results of its operations and cash flows for each of the two
years then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
Cyberfund will continue as a going concern. As discussed in Note 2 to the
financial statements, Cyberfund has a working capital deficiency of $447,391 and
no operations. This raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning this matter are also described in
Note 2. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

March 30, 2007


                                       F-1
<PAGE>
                                 CYBERFUND, INC.
                     (formerly Semper Resources Corporation)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2006


         ASSETS

Assets                                                             $          -
                                                                   ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Convertible note payable to majority shareholder                   $    335,544
Accrued interest                                                        111,847
                                                                   ------------
Total Liabilities                                                       447,391
                                                                   ------------

Commitments                                                                   -

STOCKHOLDERS' DEFICIT:
   Series A 12% convertible preferred stock,
      $.001 par value, 15,000 shares authorized,
      none issued and outstanding                                             -
   Common stock, $.001 par value, 100,000,000 shares
      authorized, 2,041,739 issued and outstanding                        2,042
   Additional paid-in capital                                        10,749,733
   Accumulated deficit                                              (11,199,166)
                                                                   ------------
    Total Stockholders' Deficit                                        (447,391)
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $          -
                                                                   ============







      See summary of accounting policies and notes to financial statements.


                                      F-2

<PAGE>
                                 CYBERFUND, INC.
                     (formerly Semper Resources Corporation)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2006 and 2005


                                                   2006                2005
                                               ------------        ------------
General and administrative                     $      2,000        $          -

Other income (expense):
 Interest expense                                   (33,554)            (33,554)
 Debt forgiveness                                         -              32,030
                                               ------------        ------------
Net loss                                       $    (33,554)       $     (1,524)
                                               ============        ============
Basic and diluted
 net income loss per share:                    $      (0.02)       $      (0.04)
Basic and diluted weighted
 average shares outstanding:                      2,041,739              41,739












      See summary of accounting policies and notes to financial statements.


                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                          CYBERFUND, INC.
                              (formerly Semper Resources Corporation)
                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                Years Ended December 2006 and 2005

                             Common stock             Additional     Accumulated
                         Shares         Amount      Paid-in Capital     Deficit        Totals
                      ------------   ------------   ---------------  ------------   ------------
<S>                   <C>            <C>            <C>              <C>            <C>
Balances,
 December 31, 2004          41,739   $         42    $   10,743,733  $(11,162,088)   $  (418,313)

Forgiveness of debt
 from related party              -              -             6,000             -          6,000


Net loss                         -              -                          (1,524)        (1,524)
                      ------------   ------------   ---------------  ------------   ------------
Balances,
 December 31, 2005          41,739             42        10,749,733   (11,163,612)      (413,837)

Stock for services       2,000,000          2,000                 -             -          2,000

Net loss                         -              -                 -       (35,554)       (35,554)
                      ------------   ------------   ---------------  ------------   ------------
Balances,
 December 31, 2006       2,041,739          2,042   $    10,749,733  $(11,199,166)   $  (447,391)
                      ============   ============   ===============  ============    ===========





               See summary of accounting policies and notes to financial statements.


                                                F-4
</TABLE>
<PAGE>
                                 CYBERFUND, INC.
                     (formerly Semper Resources Corporation)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2006 and 2005


                                                        2006             2005
                                                      ---------       ---------
Cash flows from operating activities:
 Net loss                                             $ (35,554)      $  (1,524)
 Adjustments to reconcile net
  income to net cash used in
  operating activities:
   Accrued interest expense                              33,554          33,554
   Stock based compensation                               2,000               -
   Debt forgiveness                                           -         (32,030)
                                                      ---------       ---------
Net cash used in
 Operating activities                                         -               -
                                                      ---------       ---------

Net change in cash                                            -               -

Cash & cash equivalents,
 at beginning of year                                         -               -
                                                      ---------       ---------
Cash & cash equivalents,
 at end of year                                       $       -       $       -
                                                      =========       =========
Supplemental disclosures:
 Interest paid                                        $       -       $       -
 Income taxes paid                                            -               -

Non-Cash Transactions:
Debt forgiveness-
 Amounts due from related party                       $       -       $   6,000







      See summary of accounting policies and notes to financial statements.


                                       F-5
<PAGE>
                                 CYBERFUND, INC.
                     (formerly Semper Resources Corporation)
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

The consolidated financial statements presented are of Cyberfund, Inc.
("Cyberfund") Cyberfund was organized in Nevada in April 1987, and
reincorporated in the State of Oklahoma in 2005. On September 1, 2006, Cyberfund
change changed its name from Semper Resources Corporation to Cyberfund, Inc.,
and undertook a reverse-split of its Common Stock on the basis of one new share
or each one thousand issued and outstanding shares.

Cyberfund currently has no operations and plans to locate and consummate a
merger or acquisition with an unidentified private entity. Cyberfund's ability
to commence operations is contingent upon its ability to identify a prospective
target business.

Basis of presentation. The consolidated financial statements include the
accounts of Cyberfund and its wholly-owned subsidiary. Significant inter-company
accounts and transactions have been eliminated.

Use of Estimates. In preparing consolidated financial statements, management
makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheet and revenue and expenses in the statement of
expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statement of cash flows,
Cyberfund considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Revenue Recognition. Revenue is recognized when persuasive evidence of an
arrangement exists, service has been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured.

Income Taxes. Cyberfund recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Cyberfund provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

Share-Based Compensation. On January 1, 2006, Cyberfund adopted SFAS No. 123
(R), "Share-Based Payment." SFAS 123(R) replaced SFAS No. 123 and supersedes APB
Opinion No. 25. SFAS 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values. The pro forma disclosures previously
permitted under SFAS 123 are no longer an alternative to financial statement
recognition. Cyberfund adopted SFAS 123(R) using the modified prospective method
which requires the application of the accounting standard as of January 1, 2006.
The consolidated financial statements as of and for the year ended December 31,
2006 reflect the impact of adopting SFAS 123(R). In accordance with the modified
prospective method, the consolidated financial statements for prior periods have
not been restated to reflect, and do not include, the impact of SFAS 123(R).
Since Cyberfund has not granted options during the year ended December 31, 2006
or during any period prior to January 1, 2006, the adoption of SFAS 123(R) had
no impact.

Basic and diluted net loss per share. The basic net loss per common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed by dividing
the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the
periods presented, the outstanding note payable option to convert is not
included because the effect would be anti-dilutive under the treasury stock
method.

NOTE 2 - GOING CONCERN

As reflected in the accompanying financial statements, Cyberfund has no sales or
operations and a working capital deficiency of $447,391. This raises substantial
doubt about its ability to continue as a going concern. The ability of Cyberfund
to continue as a going concern is dependent on its ability to raise additional
capital. The financial statements do not include any adjustments that might be
necessary if Cyberfund is unable to continue as a going concern.


                                      F-6
<PAGE>

Management believes that actions presently being taken to obtain additional
funding provide the opportunity for Cyberfund to continue as a going concern.

NOTE 3 - STOCK OPTION PLAN

Cyberfund has a non-qualified stock option plan whereby stock options may be
granted to key employees, directors and executive officers designated by the
Board of Directors at exercise prices equal to greater than fair market value.
There are 105,000 shares reserved for issuance under this plan. At December 31,
2006, 55,000 shares are available for grant under this plan. No options have
been issued or outstanding during 2006 or 2005.

NOTE 4 - CAPITAL STOCK

Holders of Series A preferred stock are entitled to a dividend of $120 per share
per year, payable semi-annually in cash or stock (at $1.50 per share), at
Cyberfund's option, on November 15 and May 15 of each year. Series A preferred
stock has a liquidation preference equal to $1,000 per share, are non-voting,
and are subject to redemption, at Cyberfund's option, at any time after December
31, 1998 at $1,000 per share plus any accrued dividends. As of December 31,
2006, there are no Series A preferred stock issued and outstanding and no
dividends in arrears.

On September 1, 2006, Cyberfund undertook a reverse-split of its issued and
outstanding common stock on the basis of one new share for each one thousand
issued and outstanding shares. All share and per share information has been
retroactively restated in the consolidated financial statements to reflect the
reverse stock split.

On September 1, 2006, 2,000,000 common shares valued at $2,000 were issued to
two officers and advisors of Cyberfund as compensation for the consulting
services provided during the year.

NOTE 5 - COMMITMENTS

Cyberfund's office space is provided by a related party on a rent free
month-to-month basis.

NOTE 6 - DEBT FORGIVENESS

Cyberfund's legal counsel determined that third party collection attempts on the
its old obligations are barred by Nevada's Statute of Limitation because of
their age, lack of prior creditor collection attempts and the absence of
agreement by Cyberfund to extend their due dates. These amounts have been
removed from liabilities and included as debt forgiveness income each year they
expired.

NOTE 7 - CONVERTIBLE NOTE PAYABLE TO STOCKHOLDER

Mark G. Hollo, the Chairman, President, CEO and principal shareholder of the
Company, is the beneficial holder of current debt and accrued interest of
$447,391 which is represented by a demand convertible promissory note which was
issued in August, 2003. This amount is shown as a convertible note payable to
that stockholder with 10% annual interest accrued. The note is convertible at
any time into shares of Common Stock at a price of $.10 per share.


                                      F-7
<PAGE>
                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         CYBERFUND, INC.


Dated: April 5, 2007                     By: /s/Mark G. Hollo
                                             ---------------------------------
                                             MARK G. HOLLO
                                             Chairman, President and CEO


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Dated: April 5, 2007                     By: /s/ Mark G. Hollo
                                             -------------------------
                                             MARK G. HOLLO
                                             Chairman, President and CEO

Dated: April 5, 2007                     By: /s/ William J. Reilly
                                             -------------------------
                                             WILLIAM J. REILLY
                                             Director and Chief
                                             Financial Officer

















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