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 22, 2005
                        (Date of Earliest Event Reported)

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


            Florida                       333-46424               55-0876130
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

      10901 Roosevelt Boulevard, Suite 100-D, St. Petersburg, Florida 33716
               (Address of principal executive offices) (Zip Code)

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

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:

|_|   Written  communications  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>

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

      On August 22, 2005,  Cyber Defense  Systems,  Inc. ("Cyber Defense" or the
"Company") issued a press release announcing the promotion of David M. Barnes to
Vice-President and Chief Financial Officer.  It also announced the nomination of
Frank  Lively to the Cyber  Defense  Board of  Directors.  The press  release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

      The appointment of David Barnes as Chief Financial Officer was ratified by
the board of  directors on July 8 and become  effective  on August 22, 2005.  In
connection therewith,  our Chief Executive Officer, William C. Robinson resigned
as the Company's Chief Financial Officer effective August 22, 2005.

      Mr. Barnes has been the Chief Financial Officer and a Director of American
United  Global,  Inc.,  since April 1996.  He  currently  serves on the Board of
Directors and Audit Committee of Roadhouse  Foods Inc. and SearchHelp,  Inc. Mr.
Barnes'  role  at  Cyber  Defense  will  include  broad   financial   leadership
responsibility,  entailing corporate finance, planning,  budgeting and financial
analysis, in addition to his responsibilities as head of corporate  development.
Mr. Barnes will continue to manage the accounting and treasury departments,  and
is responsible for financial reporting.

      Frank Lively was appointed to the Cyber Defense Board of Directors on July
8, 2005. Mr. Lively created The Restoration  Company ("TRC") in 1985. TRC worked
in many nations of the world performing  facilities and contents restoration and
was awarded the contract to perform the  restoration at the New York World Trade
Center  following the terrorist led explosion on February 26, 1993. In 2002, Mr.
Lively was offered the opportunity to become  involved in the spherical  airship
business  and  was  one of the  five  founding  members  of  Techsphere  Systems
International LLC ("TSI").

      Pursuant to an agreement  with TSI,  Frank  Lively and the other  majority
controlling equity owners,  dated as of May 20, 2005 and an amendment  effective
June 3,  2005,  Cyber  Defense  was  granted  an  option to merge  with  TSI(the
"Agreement").

      Pursuant to the Agreement,  Cyber Defense agreed to loan to TSI the sum of
$1,000,000  (subject  to certain  adjustments)  pursuant  to an amended  secured
promissory note (the "Loan"), whereby TSI will repay an outstanding licensee fee
owed to 21st Century  Airships,  Inc.  ("C21") under a license  agreement  dated
January 16,  2004.  The note is secured  against  all of TSI's  assets and bears
interest at a variable rate equal to prime, plus 1.5%, maturing within 12 months
following the date of the amendment.  Additionally,  Cyber Defense had the right
to  appoint  one  member to TSI's  board of  directors  and TSI had the right to
appoint one member to the board of directors of the Company. TSI appointed Cyber
Defense Vice President, Steven I. Johnson, to the TSI Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

         The  following  documents  are  included  as exhibits to this Form 8-K.
Those exhibits below  incorporated by reference  herein are indicated as such by
the information  supplied in the parenthetical  thereafter.  If no parenthetical
appears after an exhibit, such exhibit is filed or furnished herewith.

      Exhibit
      Number            Description
      ------            -----------

      99.1              Press Release dated August 22, 2005


<PAGE>

                                   SIGNATURES

    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                               CYBER DEFENSE SYSTEMS, INC.

                                               By: /s/ William C. Robinson
                                                   -----------------------------
                                                   William C. Robinson
                                                   Chief Executive Officer

Dated: August 25, 2005
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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 22, 2005
                        (Date of Earliest Event Reported)

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

            Florida                       333-46424               55-0876130
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

      10901 Roosevelt Boulevard, Suite 100-D, St. Petersburg, Florida 33716
               (Address of principal executive offices) (Zip Code)

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

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:

|_|   Written  communications  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))
Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

      On August 22, 2005,  Cyber Defense  Systems,  Inc. ("Cyber Defense" or the
"Company") issued a press release announcing the promotion of David M. Barnes to
Vice-President and Chief Financial Officer.  It also announced the nomination of
Frank  Lively to the Cyber  Defense  Board of  Directors.  The press  release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

      The appointment of David Barnes as Chief Financial Officer was ratified by
the board of  directors on July 8 and become  effective  on August 22, 2005.  In
connection therewith,  our Chief Executive Officer, William C. Robinson resigned
as the Company's Chief Financial Officer effective August 22, 2005.

      Mr. Barnes has been the Chief Financial Officer and a Director of American
United  Global,  Inc.,  since April 1996.  He  currently  serves on the Board of
Directors and Audit Committee of Roadhouse  Foods Inc. and SearchHelp,  Inc. Mr.
Barnes'  role  at  Cyber  Defense  will  include  broad   financial   leadership
responsibility,  entailing corporate finance, planning,  budgeting and financial
analysis, in addition to his responsibilities as head of corporate  development.
Mr. Barnes will continue to manage the accounting and treasury departments,  and
is responsible for financial reporting.

      Frank Lively was appointed to the Cyber Defense Board of Directors on July
8, 2005. Mr. Lively created The Restoration  Company ("TRC") in 1985. TRC worked
in many nations of the world performing  facilities and contents restoration and
was awarded the contract to perform the  restoration at the New York World Trade
Center  following the terrorist led explosion on February 26, 1993. In 2002, Mr.
Lively was offered the opportunity to become  involved in the spherical  airship
business  and  was  one of the  five  founding  members  of  Techsphere  Systems
International LLC ("TSI").

      Pursuant to an agreement  with TSI,  Frank  Lively and the other  majority
controlling equity owners,  dated as of May 20, 2005 and an amendment  effective
June 3,  2005,  Cyber  Defense  was  granted  an  option to merge  with  TSI(the
"Agreement").

      Pursuant to the Agreement,  Cyber Defense agreed to loan to TSI the sum of
$1,000,000  (subject  to certain  adjustments)  pursuant  to an amended  secured
promissory note (the "Loan"), whereby TSI will repay an outstanding licensee fee
owed to 21st Century  Airships,  Inc.  ("C21") under a license  agreement  dated
January 16,  2004.  The note is secured  against  all of TSI's  assets and bears
interest at a variable rate equal to prime, plus 1.5%, maturing within 12 months
following the date of the amendment.  Additionally,  Cyber Defense had the right
to  appoint  one  member to TSI's  board of  directors  and TSI had the right to
appoint one member to the board of directors of the Company. TSI appointed Cyber
Defense Vice President, Steven I. Johnson, to the TSI Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

         The  following  documents  are  included  as exhibits to this Form 8-K.
Those exhibits below  incorporated by reference  herein are indicated as such by
the information  supplied in the parenthetical  thereafter.  If no parenthetical
appears after an exhibit, such exhibit is filed or furnished herewith.

      Exhibit
      Number            Description
      ------            -----------

      99.1              Press Release dated August 22, 2005
SIGNATURES

    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                               CYBER DEFENSE SYSTEMS, INC.

                                               By: /s/ William C. Robinson
                                                   -----------------------------
                                                   William C. Robinson
                                                   Chief Executive Officer

Dated: August 25, 2005