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: MAY 23, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On May 23, 2005, Cyber Defense Systems,  Inc. (the "Company")  issued a
press  release   announcing  its  option  to  merge  with   Techsphere   Systems
International,  LLC ("TSI")  pursuant to an agreement,  dated as of May 20, 2005
with TSI, and its respective majority  controlling equity owners  (collectively,
the "TSI Equity  Owners"),  the Company and its  controlling  shareholders  (the
"Agreement").  The Company  currently  holds the global  government and military
marketing rights to TSI's spherical and  semi-spherical  airships  pursuant to a
marketing and sales  agreement  dated May 1, 2004 (the  "Marketing  Agreement").
Upon consummation of the Merger (defined below), the Marketing Agreement will be
cancelled.  The press release,  attached hereto as Exhibit 99.1, is incorporated
herein by reference.

         Pursuant to the Agreement, the Company agreed to loan to TSI the sum of
$1,000,000  (subject to certain  adjustments)  pursuant to a 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 Agreement.  As of the date of the Loan, the Company has the right to
appoint one member to TSI's board of directors.

         As part of the transaction, TSI and the TSI Equity Owners granted the
Company the right to merge a wholly-owned subsidiary with and into TSI (the
"Merger") for 180 days from the date of the Agreement, unless extended by the
mutual consent of the parties (the "Option"). In addition, Mr. Robinson, our
Chairman, CEO and CFO, and Cherokee Raiders, L.P., a family limited partnership
owning approximately 24% of our issued and outstanding common stock (of which
Mr. Robinson is the general partner) agreed not to sell, transfer or otherwise
dispose of any of their respective shares in the Company until the consummation
of the Merger. Upon the exercise of the option and the approval of the Merger by
the holders of a majority of the issued and outstanding capital stock of the
Company and TSI, all of the outstanding and issued capital stock of TSI will
convert into: (i) 23,076,923 shares of the Company's Class A common stock, par
value $0.001 per share; and (ii) such number of shares of the Company's Class B
common stock, par value $0.001 per share, as may be required so that the holders
of such shares, and the TSI Equity Owners own in the aggregate 45% of such
stock, based on the Company's current outstanding capitalization. In the event
that the Merger is consummated, the TSI Equity Owners have agreed to be bound by
restrictions on the transfer of their shares which are substantially identical
to those previously agreed upon by Mr. Robinson in an earlier debt financing.
Upon consummation of the Merger, all Company Class C common stock, $0.001 par
value per share,will be cancelled by the Company.


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 May 23, 2005
         99.2              Agreement (without exhibits)
         99.3              Secured TSI Promissory Note
         99.4              Security Agreement
         99.5              Stock Restrictions

<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
                                    Chairman, Chief Executive Officer and Chief
                                    Financial Officer

Dated: May 24, 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: MAY 23, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On May 23, 2005, Cyber Defense Systems,  Inc. (the "Company")  issued a
press  release   announcing  its  option  to  merge  with   Techsphere   Systems
International,  LLC ("TSI")  pursuant to an agreement,  dated as of May 20, 2005
with TSI, and its respective majority  controlling equity owners  (collectively,
the "TSI Equity  Owners"),  the Company and its  controlling  shareholders  (the
"Agreement").  The Company  currently  holds the global  government and military
marketing rights to TSI's spherical and  semi-spherical  airships  pursuant to a
marketing and sales  agreement  dated May 1, 2004 (the  "Marketing  Agreement").
Upon consummation of the Merger (defined below), the Marketing Agreement will be
cancelled.  The press release,  attached hereto as Exhibit 99.1, is incorporated
herein by reference.

         Pursuant to the Agreement, the Company agreed to loan to TSI the sum of
$1,000,000  (subject to certain  adjustments)  pursuant to a 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 Agreement.  As of the date of the Loan, the Company has the right to
appoint one member to TSI's board of directors.

         As part of the transaction, TSI and the TSI Equity Owners granted the
Company the right to merge a wholly-owned subsidiary with and into TSI (the
"Merger") for 180 days from the date of the Agreement, unless extended by the
mutual consent of the parties (the "Option"). In addition, Mr. Robinson, our
Chairman, CEO and CFO, and Cherokee Raiders, L.P., a family limited partnership
owning approximately 24% of our issued and outstanding common stock (of which
Mr. Robinson is the general partner) agreed not to sell, transfer or otherwise
dispose of any of their respective shares in the Company until the consummation
of the Merger. Upon the exercise of the option and the approval of the Merger by
the holders of a majority of the issued and outstanding capital stock of the
Company and TSI, all of the outstanding and issued capital stock of TSI will
convert into: (i) 23,076,923 shares of the Company's Class A common stock, par
value $0.001 per share; and (ii) such number of shares of the Company's Class B
common stock, par value $0.001 per share, as may be required so that the holders
of such shares, and the TSI Equity Owners own in the aggregate 45% of such
stock, based on the Company's current outstanding capitalization. In the event
that the Merger is consummated, the TSI Equity Owners have agreed to be bound by
restrictions on the transfer of their shares which are substantially identical
to those previously agreed upon by Mr. Robinson in an earlier debt financing.
Upon consummation of the Merger, all Company Class C common stock, $0.001 par
value per share,will be cancelled by the Company.

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 May 23, 2005
         99.2              Agreement (without exhibits)
         99.3              Secured TSI Promissory Note
         99.4              Security Agreement
         99.5              Stock Restrictions
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
                                    Chairman, Chief Executive Officer and Chief
                                    Financial Officer

Dated: May 24, 2005