UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: August 30, 2006
               (Date of earliest event reported: August 25, 2006)

                           CYBER DEFENSE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                          FLORIDA 333-46224 55-0876130
           (State or other jurisdiction (Commission File (IRS Employer
                  of incorporation) Number) Identification No.)


        10901 Roosevelt Blvd., Suite 100-D, St. Petersburg, Florida 33716
          (Address of principal executive offices, including zip code)

                                 (727) 577-0873
              (Registrant's telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written communication pursuant to Rule 425 under the Securities Act (17 CFR
     230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>




                           FORWARD-LOOKING STATEMENTS

        Statements in this Current Report on Form 8-K (including the exhibit)
that are not purely historical facts, including statements regarding the
beliefs, expectations, intentions or strategies of Cyber Defense Systems, Inc.
(the "Company") for the future, may be "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. All forward-looking statements
involve a number of risks and uncertainties that could cause actual results to
differ materially from the plans, intentions and expectations reflected in or
suggested by the forward-looking statements. Such risks and uncertainties
include, among others, introduction of products in a timely fashion, market
acceptance of new products, cost increases, fluctuations in and obsolescence of
inventory, price and product competition, availability of labor and materials,
development of new third-party products and techniques that render the Company
products obsolete, delays in obtaining regulatory approvals, potential product
recalls and litigation. Risk factors, cautionary statements and other
conditions, which could cause the Company's actual results to differ from
management's current expectations, are contained in the Company's filings with
the Securities and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances that may
arise after the date of this filing except as required by law.

Item 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On September 19, 2005, Cyber Defense Systems, Inc. (the "Company")
acquired Techsphere Systems International, Inc. ("TSI"), which held the
exclusive, worldwide license for the manufacture of its spherical airships with
21st Century Airships, Inc. ("21st Century"). On March 29, 2006, TSI, a
wholly-owned subsidiary of the Company, entered into an amendment to the license
agreement with 21st Century whereby TSI and 21st Century agreed upon a revised
payment schedule (the "March Payment Schedule"). On August 24, 2006, two of the
payments under the March Payment Schedule were in default. Accordingly, on
August 24, 2006, the Company, TSI and 21st Century entered into another
amendment to the license agreement executed August 25, 2006 pursuant to which
the parties agreed upon another revised payment schedule (the "August Payment
Schedule"). In addition, the parties agreed that all of the payments due prior
to September 25, 2006 under the August Payment Schedule will not have any grace
period in which to cure a default. In the event that TSI misses one of those
payments and 21st Century deems such missed payment to be a default, 21st
Century may terminate the license and, as a result, TSI may be unable to
manufacture its spherical airship products, which could have a material adverse
effect on the Company's operations.




ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

(a) None.
(b) None.
(c) Exhibits:

Exhibit Number      Description

10.1            Revised Payment Schedule, dated August 25, 2006.


<PAGE>



                                   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 30, 2006

                                       CYBER DEFENSE SYSTEMS, INC.

                                       By:    /s/ Billy Robinson
                                       Name:  Billy Robinson
                                       Title: Chief Executive Officer
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: August 30, 2006
               (Date of earliest event reported: August 25, 2006)

                           CYBER DEFENSE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                          FLORIDA 333-46224 55-0876130
           (State or other jurisdiction (Commission File (IRS Employer
                  of incorporation) Number) Identification No.)

        10901 Roosevelt Blvd., Suite 100-D, St. Petersburg, Florida 33716
          (Address of principal executive offices, including zip code)

                                 (727) 577-0873
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written communication pursuant to Rule 425 under the Securities Act (17 CFR
     230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
FORWARD-LOOKING STATEMENTS

        Statements in this Current Report on Form 8-K (including the exhibit)
that are not purely historical facts, including statements regarding the
beliefs, expectations, intentions or strategies of Cyber Defense Systems, Inc.
(the "Company") for the future, may be "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. All forward-looking statements
involve a number of risks and uncertainties that could cause actual results to
differ materially from the plans, intentions and expectations reflected in or
suggested by the forward-looking statements. Such risks and uncertainties
include, among others, introduction of products in a timely fashion, market
acceptance of new products, cost increases, fluctuations in and obsolescence of
inventory, price and product competition, availability of labor and materials,
development of new third-party products and techniques that render the Company
products obsolete, delays in obtaining regulatory approvals, potential product
recalls and litigation. Risk factors, cautionary statements and other
conditions, which could cause the Company's actual results to differ from
management's current expectations, are contained in the Company's filings with
the Securities and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances that may
arise after the date of this filing except as required by law.

Item 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On September 19, 2005, Cyber Defense Systems, Inc. (the "Company")
acquired Techsphere Systems International, Inc. ("TSI"), which held the
exclusive, worldwide license for the manufacture of its spherical airships with
21st Century Airships, Inc. ("21st Century"). On March 29, 2006, TSI, a
wholly-owned subsidiary of the Company, entered into an amendment to the license
agreement with 21st Century whereby TSI and 21st Century agreed upon a revised
payment schedule (the "March Payment Schedule"). On August 24, 2006, two of the
payments under the March Payment Schedule were in default. Accordingly, on
August 24, 2006, the Company, TSI and 21st Century entered into another
amendment to the license agreement executed August 25, 2006 pursuant to which
the parties agreed upon another revised payment schedule (the "August Payment
Schedule"). In addition, the parties agreed that all of the payments due prior
to September 25, 2006 under the August Payment Schedule will not have any grace
period in which to cure a default. In the event that TSI misses one of those
payments and 21st Century deems such missed payment to be a default, 21st
Century may terminate the license and, as a result, TSI may be unable to
manufacture its spherical airship products, which could have a material adverse
effect on the Company's operations.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

(a) None.
(b) None.
(c) Exhibits:

Exhibit Number      Description

10.1            Revised Payment Schedule, dated August 25, 2006.
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 30, 2006

                                       CYBER DEFENSE SYSTEMS, INC.

                                       By:    /s/ Billy Robinson
                                       Name:  Billy Robinson
                                       Title: Chief Executive Officer