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Cyber Defense Systems, Inc. (OTCBB: CYDF)

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Cyber Defense Systems Files Form 10-KSB/A-2 and Form 10QSB

Cyber Defense Systems, Inc. (OTCBB:CYDF) reports the filing of Form 10-KSB/A-2 on May 19, 2005 to amend the Form 10-KSB/A filed on April 26, 2005. The Form 10-KSB/A-2 includes changes to the audited financial statements, signature pages and the certifications made by the Company''s CEO and CFO. The Company also filed its 10QSB for the quarter ended March 31, 2005. Please refer to the filed documents for further information.

"We amended revenue numbers on our December 31, 2004 10KSB/A to record certain service-related revenue and associated expenses in accordance with generally accepted accounting practice on service and testing revenue so that rather than reporting gross sales and expenses, the net difference is recognized. Further, in our 10QSB for the three month quarterly period ended March 31, 2005, we reported the acquisition of the minority interest in our subsidiary Cyber Aerospace, and its merger with and into Cyber Defense. In connection with the merger transaction, goodwill of $4,577,000, generated due to purchase accounting adjustments, was impaired and accordingly, written off. In addition, the Company recorded $517,000 as interest expense relative to various debt conversions to equity during the quarter, which included a beneficial conversion feature. Excluding these two non-cash charges, the loss for the three months ended March 31, 2005 was $597,000 or $0.02 per share. Despite the goodwill impairment, we believe our financials accurately reflect the cash value and eliminate the possibility of incurring charges against future profits," said Billy Robinson, CEO.

Cyber Defense Systems is an operating subsidiary of Proxity, Inc. (Pink Sheets:PRXT).

About Cyber Defense Systems

Cyber Defense Systems, Inc. designs and is in the process of building and developing a new generation of Unmanned Aerial Vehicles ("UAV''s"). Cyber Defense also holds the global government and military marketing rights to Techsphere Systems International LLC Spherical and Semi-spherical airships. Cyber Defense currently markets the Spherical and Semi-spherical airships and Cyber Defense''s CyberBug(TM) UAV''s to various branches of the U.S. government and U.S. allies as multi-use platform vehicles capable of deployment in surveillance and communication operations. (http://www.cyberdefensesystems.com).

About Proxity

Proxity, Inc. is a developmental holding company specializing in the deployment and marketing of security protection technology and government contract fulfillment. Proxity currently holds 18,750,000 shares in Cyber Defense, and is the majority shareholder of Cyber Defense. Proxity seeks to acquire and develop security technology. Proxity plans to enter into teaming and exclusive and nonexclusive marketing and distribution agreements with products developed for commercial, military and homeland defense. (http://www.proxity.com).

This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company''s financing plans; (ii) trends affecting the Company''s financial condition or results of operations; (iii) the Company''s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company''s ability to control and those actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

SOURCE: Cyber Defense Systems, Inc.
CONTACT: Emerson Gerard Associates, Inc., West Palm Beach, Fla.

Media Contact:
Jerry Jennings, 561-881-7318
mediareply@emersongerard.com
http://www.emersongerard.com

or

Investor Contact:
Equitilink LLC
Andy Arms, 877-788-1940
International or local: 858-824-1940
http://www.equitilinkpr.com



Disclaimer:
All material herein is information supplied by the company or other sources believed to be reliable. The information contained herein is not guaranteed by TheNewsGate.com to be accurate, and should not be considered to be all-inclusive. The companies that are discussed in this profile have approved the statements made in this profile. This profile contains forward-looking statements that involve risks and uncertainties. Statements in this press release about the company's future expectations, including: development of licensing and branding and all other statements in this release, other than historical facts, are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, section 21E of the Securities Act of 1934, as that term is defined in the Private Securities Reform Act of 1995. It is important to note that actual results and ultimate corporate actions could differ materially from those in such forward looking statements. Such "forward-looking statements" are subject to risks and uncertainties set forth from time to time in the Company's SEC reports. This material is for informational purposes only and should not be construed as an offer or solicitation of an offer to buy or sell securities. TheNewsGate.com is not a licensed broker, broker dealer, market marker, investment advisor, analyst or underwriter. Please consult a broker before purchasing or selling any securities viewed on http://TheNewsGate.com/ TTC Group has received $10,000 of a $60,000 agreement from CYDF. An additional $50,000 is due TTC Group over the next five months. TheNewsGate.com has received $5,000 for investor relations services from TTC Group. An additional $25,000 is due TheNewsGate.com over the next five months for investor relations services from TTC Group. TTC Group and/or TheNewsGate.com's affiliates, officers, directors and employees may have bought or may buy the shares discussed in this profile and may profit in the event those shares rise in value. TheNewsGate.com does not and will not offer any opinion as to when others should sell; each investor must make that decision based on his or her judgment of the market.
 
   
     
       
 

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