ITEM 1A. RISK FACTORS
The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item. However, the Company does acknowledge that there are risks associated with the business of the Company.
We
will be competing with a variety of companies, many of which have significantly greater financial, technical, marketing and other resources
than us. If we fail to attract and retain a large base of customers for our products, or if our competitors establish a more prominent
market position relative to ours, this will inhibit our ability to grow and successfully execute our business plan. For example, Wells
Fargo has introduced an “on/off” feature for their customers, Discover Card has “Freeze It” functionality, and
Ondot Systems has already been operating in the mobile card security space for quite some time. However, the Company believes that the
multi-purpose functionality of CyberloQ, along with its multi-purpose applications will give the Company a distinct advantage by comparison.
CyberloQ can be used in the banking system to protect debit/credit cards, in the Health Care industry to protect PII (Personal Identifying
Information) now that medical records are kept digitally, and can protect corporate data bases in any industry from outside intrusion
via geo-fencing. The Company believes that these distinct features, along with the ability to “White Label” the technology
for marketing partners, give the Company a distinction in the marketplace. However, there can be no assurance that we will be able to
successfully compete with other companies in the marketplace.
In
addition, the Company could incur increased costs, decreased revenue, or suffer reputational damage in the event of a cyber-attack. The
Company’s business involves the collection, storage, processing and transmission of customers’ personal data, including financial
information. In the event that the Company’s security measures are breached due to human error, malfeasance, system errors or vulnerabilities,
or other irregularities, such breach could adversely affect our business through possible interruption of the Company’s operations,
improper disclosure of data, damage to the Company’s reputation, and/or legal exposure.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The
Company’s corporate office is located at 4837 Swift Road Suite 210-1 Sarasota, FL 34231, and our telephone number is 612-961-4536.
Rent is $766 per month including phone and internet.
The
Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or
interests in persons primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
The
Company is currently a party to one legal proceeding pending in the Superior Court of New Jersey entitled Mark Carten v. Cyberloq
Technologies, Inc. (UNN-L-3456-22). The Plaintiff is the Company’s former Chief Technology Officer, and the employee’
complaint alleges that the Company breached the February 28, 2022 separation and common stock redemption agreements, seeking an unspecified
amount of monetary damages as well as a judgment of specific performance for the company to purchase the remaining shares of common stock
owned by the employee. The Company believes that the employee’s claims have no merit and intends to defend itself vigorously.
The
Company is not currently a party to any other legal proceedings, nor is the Company a party to any administrative proceedings.
In
addition, the Company’s officers and directors have not been convicted in any criminal proceedings nor have they been permanently
or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of securities or banking activities.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART
II
Our
common stock currently trades on the OTC Bulletin Board under the symbol “CLOQ.” The following table states the range of
the high and low bid-prices per share of our common stock for each of the calendar quarters for fiscal years 2022 and 2021, as reported
by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not
represent actual transactions. The last price of our common stock as reported on the OTC Bulletin Board on December 31, 2022 was $0.05
per share. As of December 31, 2022, there were 139 shareholders of record of our common stock. This number does not include beneficial
owners from whom shares are held by nominees in street name.
High Low High Low
Dividend
Policy and Holders
No
dividends have been paid to date on our common stock and no change of this policy is under consideration by our board of directors. Our
board of directors is not required to declare or pay dividends on our securities. The payment of dividends in the future will be determined
by our board of directors in light of conditions then existing, including our earnings, financial requirements, general business conditions,
reinvestment opportunities, and other factors. There are otherwise no restrictions on the payment of dividends existing at this time.
ITEM 6. SELECTED FINANCIAL DATA
The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item.
Liquidity,
Capital Resources and Material Changes in Financial Condition
As
of December 31, 2022, total assets were $341,118 compared to $264,503 in assets as of December 31, 2021. The Company’s fixed assets
increased from $0 to $283,240 due to the capitalization of the CyberloQ Platform, while the Company’s prepaid expense decreased
from $210,208 to $53,811 due to the Company’s continued amortization of the prior issuance of 1,250,000 shares of stock to consultants
that are being amortized over the one-year length of the contracts on a straight-line basis. In addition, the Company’s cash assets
were $4,067 as of December 31, 2022 as opposed to $54,295 as of December 31, 2021.
As
of December 31, 2022, liabilities were $324,132 compared to $299,530 in liabilities as of December 31, 2021. This increase the Company’s
liabilities was due to increases in accounts payable and accrued expenses of $12,762, and convertible debt of $60,000 and accrued interest
of $21,317 partially offset by a decrease of loans from stockholders of $10,000 and long term note payable of $2,100.
Net
cash used in operating activities for 2022 was $371,963 compared to net cash used in operating activities for 2021 of $664,596. Cash
provided by or used by operating activities is driven by our net loss, which was approximately $108,600 less than 2021, and adjusted
by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments for 2022 include stock compensation of
$350,643 and loss on settlement of debt of $195,216.
Net
cash used by investing activities for 2022 was $283,240 and was due to the Company capitalizing development costs for the CyberloQ platform.
Net
cash provided by financing activities was $604,975 for 2022 as compared to $692,150 for 2021. Specifically, proceeds from common stock
issuance were $422,075 for 2022 as compared to $490,200 for 2021, and proceeds from common stock to be issued was $50,000 for 2022 as
compared to $193,000 for 2021. Conversely, proceeds from notes payable were $125,000 for 2022 compared to $22,500 for 2021.
The
Company had operating revenue of $2,671 in 2022 and is currently reliant on its ability to raise additional capital and/or debt to continue
execution of its business plan to move the Company forward towards profitability. The Company does not anticipate any significant decrease
in its operating expenses for 2023. Unless the Company begins to generate operation revenue, it will be reliant on its ability to raise
additional debt and/or capital in order to continue its operations.
Results
of Operations for the Years Ended December 31, 2022 and 2021
The
Company experienced a net loss of $979,048 for 2022 compared to net loss of $1,087,712 for 2021.
There
was no material change in the Company’s service revenue. Service revenue was $2,671 for 2022 in comparison to $197 for 2021.
This
decrease in the Company’s net loss was primarily due to decreases in research and development expenses and offers’ compensation
expense and professional fees.
Research
and development expenses were $0 in 2022, compared to $180,063 in 2021. This decrease in research expenses was due to the Company beginning
to capitalize the cost of development of the CyberloQ platform.
Officers’
compensation expense was $207,000 in 2022 as compared to $370,400 in 2021. This decrease was due to the Company only having two officers
instead of three for the majority of 2022.
Professional
fees were $424,503 in 2022, compared to $468,449 in 2021. This decrease in professional fees was due to decreased consulting services
and accounting services.
The
foregoing drivers of the decrease in the Company’s net loss for 2022 were partially offset by an increase in the Company’s
computer an internet expense.
Computer
and internet expenses were $24,796 in 2022 as compared to $10,859 in 2021. This increase was due to additional hosting costs associated
with the Company’s private blockchain product.
For
2022, there were no material changes in office expenses and supplies, rent expense, travel and entertainment, office supplies and other
operating expenses as compared to 2021.
In
summary, total revenue was $2,671 for 2022, and the Company is currently reliant on its ability to raise additional debt and/or capital
to continue execution of its business plan to move forward towards profitability. Whether or not there are any material changes in operational
revenues or expenses in 2023 will be highly-dependent upon the Company’s ability to enter into material revenue contracts with
customers.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
Company’s Financial Statements are set forth below beginning on page F-1 of this Form 10-K.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2022 in accordance with the Committee of Sponsoring Organizations of the
Treadway Commission’s 2013 Integrated Framework. Based on that evaluation, our management concluded that our disclosure controls
and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
In addition, due to its current size, the Company currently does not have sufficient staff to maintain appropriate segregation of duties,
as it pertains to application and oversight of internal control processes. Material weaknesses have previously been identified, including
lack of segregation of duties and lack of formal written policies and procedures surrounding financial close and reporting. However,
the Company anticipates that as it grows and formalizes its internal control processes and procedures, it will add sufficient staff to
perform internal control processes, as well as adequately provided oversight to ensure processes are working as designed. Such officer
also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December
31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
There
exists no information required to be disclosed in a report on Form 8-K during the three-month period ended December 31, 2022, but not
reported.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
directors and officers, as of the date of this filing, are set forth below. The directors hold office for their respective term and until
their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors.
The officers serve at the will of the Board of Directors.
(a)
& (b) Directors and executive officers:
Name Age Position Director Since
Enrico Giordano 64 Vice President & Director Inception
Leon Hurst 55 Director February 2020
Christopher Jackson 58 President, Sec., Treas. & Director Inception
Rex Schuette 73 Director September 2017
The
directors of the Company are elected to serve until the next annual shareholders’ meeting or until their respective successors
are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors immediately following the
next annual shareholders’ meeting or until removal by the Board of Directors.
(c)
Identification of certain significant employees.
As
of December 31, 2022, there were no persons who were not directors and/or executive officers that were expected to make significant contributions
to the business of the Company.
(d)
Family relationships.
There
are no family relationships between any directors and/or executive officers.
(e)
The business experience of the directors and executive officers.
Enrico
Giordano. Mr. Giordano is a founder and holds a BA degree in Mass Communications from the University of South Florida and has excelled
in Mass Communication Law as his elective studies. Mr. Giordano has been a consultant for over 20 years and has worked with various types
of deal structures, from helping structure the proposed sale and relocation of an NBA franchise to working with a structure on e-business
companies and the web integration field that included associations with executives of corporations such as Compaq, Digital Equipment
Corp., Apple Computer, VisiCorp, Fortress Technologies and IBM. From 2006 through 2007, Mr. Giordano worked on a consulting basis for
SellaVision, Inc., a company involved with the infomercial and electronic retailing industry. From 2008 until present, has also been
instrumental in structuring and negotiating on behalf of the Company. Mr. Giordano has already been successful in creating alliances
that can be significant to the Company’s future growth potential. Mr. Giordano will devote most of his time to this effort, thus
helping ensure the success of the Company. For the past two years all of Mr. Giordano’s time and efforts have been solely concentrated
on the Company. From price point to structure as well as the marketing of the product to affiliate programs which are now ready to be
rolled out. These are all part of the vision along with Mr. Jackson in order to bring to market a product that is reliable, affordable
and one that can help thousands upon thousands of people in today’s economy.
Leon
Hurst. Mr. Hurst owns and operates a tire distribution, installation and repair business. He also owns a towing and asset recovery
business. Mr. Hurst has been a Gideon member of the Lancaster northeast camp for over twenty years, serving as President, Vice-President
and Treasurer over that time. He is currently serving as the Treasurer of ROFM drug and alcohol treatment ministry as well.
Christopher
Jackson. Mr. Jackson is a founder and has served as the President and Chief Operating Officer since inception. Mr. Jackson attended
Texas Lutheran University while seeking a degree in Marketing. He has been in sales and management for the better part of 25 years. Mr.
Jackson was instrumental in the Company’s original software development platform, TurnScor. Mr. Jackson’s main focus will
be the implementation of a scalable CyberloQ platform, alongside sales strategies for growing the Company’s revenues. Mr. Jackson
devotes 100% of his time to day to day operations, financial disclosures and reporting along with sales support within the Company.
Rex
Schuette. Mr. Schuette’s vast experience and knowledge in the financial services sector will be instrumental in guiding the
Company forward with its banking relationships. Mr. Schuette was an Executive Vice President and Chief Financial Officer of United Community
Banks, Inc. (“United”) for 16 years until his recent retirement in May of 2017. United is one of the largest full-service
banks in the Southeast region of the United States, with over 168 offices and over $11 billion in assets at his retirement. While at
United, Mr. Schuette managed and directed all accounting, financial and reporting activities for the company, and was also responsible
for mergers and acquisitions, investor relations, strategic and capital planning. Prior to his time at United, Mr. Schuette spent 16
years at State Street Corporation, a global financial services company, where he served as the company’s Senior Vice President
and Chief Accounting Officer. Mr. Schuette has also served as the Chief Financial Officer of Bank One (Lead Bank), Deputy Comptroller
of Harris Trust Savings Bank, and Assistant Controller of the National Bank of Detroit. The knowledge and experience that Mr. Schuette
brings to the Board will be an important and strategic component of the Company’s continued growth in the banking industry, both
domestically and abroad.
(f)
Involvement in certain legal proceedings.
None.
(g)
Promoters and control persons.
None.
Section
16(A) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish us with copies
of all Section 16(a) forms they file. Based on our review of the EDGAR database, we believe that there are no persons that are delinquent
in filing the required forms for the year ended December 31, 2022.
Code
of Ethics
We
have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer
or controller, and persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and
in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal
reporting of violations of our Code of Ethics to an appropriate person or persons identified in the code; and (v) accountability for
adherence to our Code of Ethics. We will provide any person without charge a copy of our code of ethics upon receiving a written request
which may be mailed to our office at 4837 Swift Road Suite 210-1 Sarasota, FL 34231
ITEM 11. EXECUTIVE COMPENSATION
Summary
Compensation of Officers
The
following table sets forth certain information with respect to compensation paid to the Company’s executive officers.
(1)
The employment contracts for Christopher Jackson and Enrico Giordano provide that so long as they are in continuous service to the Company,
on each annual anniversary date of their employment agreements they shall be issued 100,000 shares of the Company’s common stock
as an annual bonus.
(2)
On February 28, 2022, Mark Carten resigned from his officer position with the Company.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information with respect to outstanding equity awards for the Company’s executive officers as
of December 31, 2022.
Option Awards Stock Awards
Enrico Giordano Vice President - - 5,000,000 (1) * # -
Christopher Jackson President, Secretary and Treasurer - - 5,000,000 (1) * # -
*
at 110% of the average of the closing bid price for the ten days preceding the Company’s achievement of each performance goal.
#
All of the options set forth in the above table are performance based and must be exercised within five(5) years of the date that they
vest with the executive.
(1)
The employment contracts for Enrico Giordano and Christopher Jackson include performance incentive stock options based upon the Company
meeting certain performance conditions that can potentially result in the issuance of stock option awards of up to 5,000,000 shares each
in the event that the Company reaches certain performance goals. Specifically, Enrico Giordano and Christopher Jackson each shall be
entitled to receive ten (10) stock option awards of 500,000 shares of the Company’s common stock each, upon the Company achieving
certain milestones (the “ISO Awards”). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000
in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross
Revenue up to a total of 5,000,000 shares each.
Compensation
of Directors
The
Company has not compensated any Board members for their participation on the Board and does not have any standard or other arrangements
for compensating them for such services. The Company may issue shares of common stock or options to acquire shares of the Company’s
common stock to members of the Board in consideration for their services as members of the Board. The Company reimburses Directors for
expenses incurred in connection with their attendance at meetings of the Board.
Security
Ownership of Management and Certain Beneficial Owners
The
following table indicates the number of shares of both our common and preferred stock that were beneficially owned as of the date of
filing, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of preferred stock, (2) our directors,
(3) our executive officers, and (4) our directors and executive officers as a group. In general, “beneficial ownership” includes
those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights
to acquire common stock through the exercise of stock options or warrants exercisable currently or that become exercisable within 60
days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares
shown as beneficially owned by them. We based our calculation of the percentage owned on 119,689,754 beneficially owned shares of common
stock outstanding as of the date of filing, and 20,000 beneficially owned shares of preferred stock outstanding on the date of filing.
The address of each director and executive officer listed below is c/o CyberloQ Technologies, Inc., 4837 Swift Road Suite 210-1 Sarasota,
FL 34231.
The
preferred shareholders vote together with the common stock as a single class and the holders of the preferred stock are entitled to 5,000
votes per share.
(1)
The employment contracts for Christopher Jackson and Enrico Giordano include performance incentive stock options based upon the Company
meeting certain performance conditions that can potentially result in the issuance of stock option awards of up to 5,000,000 shares each
in the event that the Company reaches certain performance goals. Specifically, Christopher Jackson and Enrico Giordano each shall be
entitled to receive ten (10) stock option awards of 500,000 shares of the Company’s common stock each, upon the Company achieving
certain milestones (the “ISO Awards”). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000
in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross
Revenue up to a total of 5,000,000 shares each. The shares vest at 110% of the average closing bid price and must be exercised within
five (5) years of the vesting date.
Securities
Authorized for Issuance Under Executive Compensation Plans
As
of December 31, 2022, the Company had equity compensation plans with Christopher Jackson and Enrico Giordano. A summary table of the
potential share issuances based upon these plans is set forth below:
Equity Compensation Plan Information
(a) (b) (c)
Equity Compensation Plans Approved by Security Holders 10,000,000 * 4,800,000
Equity Compensation Plans Not Approved by Security Holders 0 n/a 0
*
The 10,000,000 in options set forth in the above table are exercisable at 110% of the average of the closing bid price for the ten days
preceding the Company’s achievement of each performance goal and must be exercised within five(5) years of the vesting date.
The
employment contracts for Christopher Jackson and Enrico Giordano all include performance incentive stock options based upon the Company
meeting certain performance conditions. These performance incentive stock options were approved by the Company’s Shareholders.
The Company did not meet the requisite performance conditions in 2021 or 2022, and it is unknown whether or not the Company will meet
the requisite performance conditions in 2023. The options are exercisable in 500,000 increments upon the Company initially achieving
(cumulatively) $1,000,000 in Gross Revenues, and each additional incentive stock option award will vest upon the Company achieving the
next $1,000,000 increment in cumulative Gross Revenue. At December 31, 2022 and 2021, none of these options have been issued. On February
28, 2022, Mark Carten resigned from his officer position with the Company and is no longer eligible for the equity compensation plan.
Transactions
with Related Persons
On
August 8, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity date
is December 31, 2023.
On
September 9, 2020, the Company approved a loan of $100,000 from a director to the Company. The interest rate is 12.5% and the maturity
date is December 31, 2023.
On
December 28, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity
date is December 31, 2023.
On
December 31, 2021, the Company entered into a loan modification agreement with the director which consolidated three outstanding promissory
notes dated August 8, 2020, September 9, 2020, and December 28, 2020 into one loan. The total amount borrowed is $150,000, with an interest
rate of 12.5% and a maturity date of January 1, 2024. Payments of $50,000 plus interest are due to be paid each calendar quarter beginning
on July 1, 2023. On September 30, 2022, the Company entered into a second loan modification agreement with the director extending the
maturity date to January 1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $50,000 plus accrued
interest beginning July 1, 2023.
On
September 20, 2021, the Company approved a loan of $12,500 from a director to the Company. The interest rate is 0% and the maturity date
is October 1, 2021. The Company paid this loan in full in October 2021.
On
February 23, 2022, the Company received a loan from a director in the amount of $50,000, with an interest rate of 12%. The maturity date
for the loan is April 9, 2022. On September 30, 2022 the Company entered into a Loan Modification Agreement with the director extending
the maturity date of this note to January 2, 2023. On December 31, 2022, this note principal of $50,000 and accrued interest of $4,784
was converted into 2,900,000 shares of common stock.
On
February 23, 2022, the Company received a convertible debt note from a different director in the amount of $50,000, with an interest
rate of 12%, because of the convertible nature of the note a beneficial conversion was recorded as a debt discount in the amount of $50,000.
The maturity date for the loan is July 5, 2022. On June 25, 2022, this note was converted into 2,600,000 shares of common stock, which
were recorded as “shares to be issued” and the debt discount was fully amortized. The 2,600,000 shares were issued during
the quarter ended September 30, 2022.
Promoters
and Certain Control Persons
The
Company has not had a promoter at any time during the last five fiscal years.
In
addition, there are no parents of the Company.
Director
Independence
The
directors of the Company, which also include the executive officers of the Company, are not independent directors. Members of the Company’s
management may become associated with other firms involved in a range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in
other business activities, management anticipates they will devote as much time to the Company’s affairs as is reasonably needed.
The
officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities
contemplated by the Company’s plan of operation which come to their attention, either in the performance of their duties or in
any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated
with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company
or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers
and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage
of opportunities if the Company should decline to do so.
In
addition, the Company has a Related-Party Transactions Policy whereby the officers and directors of the Company are required to report
to the Board of Directors any activity that would cause or appear to cause a conflict of interest on his or her part. All related-party
transactions are subject to review, approval or ratification in accordance with the Related-Party Transactions Policy.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The
following table sets forth fees billed to us for principal accountant fees and services during the years ended December 31, 2021 and
December 31, 2022. All services provided by the Company’s independent registered accounting firm have been reviewed and approved
by the Company’s Board of Directors.
Audit-Related Fees $ 0 $ 0
Tax Fees $ 0 $ 0
All Other Fees $ 0 $ 0
PART
IV
ITEM 15. EXHIBITS
Exhibits
have been filed separately with the United States Securities and Exchange Commission in connection with the Annual Report on Form 10-K
or have been incorporated into the report by reference.
Exhibit Description
3.1(i) Articles of Incorporation*
3.2(i) Amended Articles of Incorporation dated May 4, 2010*
3.3(i) Amended Articles of Incorporation dated May 5, 2017**
3.4(i) Amended Articles of Incorporation dated November 20, 2019***
3.4(ii) By-Laws****
14.1 Code of Ethics****
14.2 Related-Party Transactions Policy****
14.3 Anti-Corruption Policy****
16.1 Letter re Change in Certifying Accountant *****
101.1 Interactive data files pursuant to Rule 405 of Regulation S-T.*******
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
CYBERLOQ TECHNOLOGIES, INC.
By: /s/ Christopher Jackson
Christopher Jackson
Date: March 29, 2023 President, Secretary, Treasurer and Director
Principal Executive Officer
Principal Financial Officer
Pursuant
to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the
dates indicated.
CYBERLOQ TECHNOLOGIES, INC.
By: /s/ Enrico Giordano
Date: March 29, 2023 Enrico Giordano, Director
By: /s/ Leon Hurst
Date: March 29, 2023 Leon Hurst, Director
By: /s/ Christopher Jackson
Date: March 29, 2023 Christopher Jackson, Director
By: /s/ Rex Schuette
Date: March 29, 2023 Rex Schuette, Director
ITEM
1. FINANCIAL STATEMENTS
Report of Independent Auditor Fruci & Associates II, PLLC (PCAOB ID #5525) F-2
Notes to the Financial Statements F-7
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Cyberloq
Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance
sheets of Cyberloq Technologies, Inc. (“the Company”) as of December 31, 2022 and 2021, and the related consolidated statements
of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December
31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated
deficit since inception and continuing net losses. These factors, among others, raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
Equity Transactions (Note 5 to the financial
statements)
Description of the Critical Audit Matter
The Company’s evaluation of common shares issuances
involves complexity and judgement in applying the relevant accounting standards when auditing management’s conclusions on the classification
and recognition of equity transactions upon issuance.
How the Critical Audit Matter Was Addressed in
the Audit
Our principal audit procedures to evaluate management’s
calculation and recording of common share issuances included the following:
Fruci
& Associates II, PLLC
We have served as the Company’s auditor since 2017.
Spokane, Washington
March
29, 2023
CyberloQ
Technologies, Inc.
CONSOLIDATED
BALANCE SHEETS
ASSETS
Current Assets
Fixed Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 56,322 $ 43,560
Convertible debt – Stockholders, net 2,623 -
Loan payable – SBA 2,088 -
Long Term Liabilities
Commitments and Contingencies - -
Stockholders’ Equity
Treasury stock (50,000 ) -
Total Liabilities and Stockholders’ Equity $ 341,118 $ 264,503
See
accompanying notes to financial statements
CyberloQ
Technologies, Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
Revenue
Operating Expenses
Other Income (Expense)
Loss on settlement of payable - (6,343 )
Loss on settlement with officer (18,086 ) -
Loss on settlement of debt (195,216 ) -
Amortization of debt discount (52,623 )
Provision for Income Taxes - -
Loss per common share-Basic and diluted $ (0.01 ) $ (0.01 )
See
accompanying notes to financial statements
CyberloQ
Technologies, Inc.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For
the Years Ended December 31, 2022 and December 31, 2021
Shares Amount Shares Amount Shares Amount Capital Stock Redeemed Deficit Total
Shares Amount Shares Amount Shares Amount Capital Stock Redeemed Deficit Total
Common stock to be issued for officers’ fees 92,400 92,400
Common stock to be issued officers’ fees 12,000 12,000
Preferred stock redeemed for officers’ settlement (10,000 ) (10 ) (10 )
Reversal of common stock redeemed for officers’ settlement 490,000 490,000
Beneficial conversion feature of convertible debt 60,000 60,000
See
accompanying notes to financial statements
CyberloQ
Technologies, Inc.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
For
the Years Ended December 31, 2022 and December 31, 2021
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount 52,623 -
Loss on settlement with officer and director 18,086 -
Loss on settlement of debt 195,216 -
Loss on settlement of payables 6,343
Change in Operating Assets and Liabilities:
Accounts receivable -
Accounts payable and accrued expenses (5,335 ) (62,780 )
INVESTING ACTIVITIES
Internal Software Development (283,240 ) -
Net Cash Used by Investing Activities (283,240 ) -
FINANCING ACTIVITIES
Repayment of note principal (2,100 ) (13,550 )
Proceeds from convertible debt 60,000
Repurchase of common stock (50,000 ) -
Net Increase (Decrease) in Cash and Equivalents (50,228 ) 27,554
Cash and Equivalents at Beginning of the Period 54,295 26,741
Cash and Equivalents at End of the Period $ 4,067 $ 54,295
SUPPLEMENTAL CASH FLOW INFORMATION
Interest Paid $ 2,500 $ -
Income Taxes Paid $ - $ -
NON-CASH DISCLOSURES
Common stock issued for note payable $ 141,970 $ -
Common stock issued for accounts payable $ - $ 5,000
Beneficial conversion feature $ 110,000 $ -
See
accompanying notes to financial statements
CyberloQ
Technologies, Inc.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Nature of Business
CyberloQ
Technologies Inc. (“CLOQ”, ‘We” or the “Company”) is a development-stage technology company focused
on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State