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 providing an added level of security for companies that collect, store, process and transmit their
customers’ personal data, including financial information. In the event that the Company’s added 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 1C. CYBERSECURITY
The
Company has engaged an outside contractor to assist it in developing an information security policy and include an incident response
plan. The Company is in the process of developing and implementing such policies and obtaining Service Organization Control Type 2 (SOC
2) compliance certification. The SOC II certification process involves a comprehensive assessment conducted by independent auditors to
evaluate our systems and controls against established industry standards. As part of the certification process, the effectiveness of
the Company’s information security policies and procedures to protect against unauthorized access, breaches, and data theft are
assessed. The Company expects to achieve SOC 2 certification in late 2024.
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 not currently a party to any legal proceedings, nor is the Company a party to any administrative proceedings. On
February 13, 2024, the Superior Court of New Jersey entered an order granting the request of Cyberloq Technologies, Inc., a Nevada
corporation (the “Company”) to dismiss the matter of Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22). The
litigation has now been dismissed without prejudice and is no longer pending.
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 2023 and 2022, 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, 2023 was $0.11
per share. As of December 31, 2023, there were 142 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, 2023, total assets were $1,458,565 compared to $341,118 in assets as of December 31, 2022. The Company’s fixed
assets increased from $283,240 to $1,096,827 due to the capitalization of the CyberloQ Platform, and website development, while the
Company’s prepaid expense decreased from $53,811 to $44,564 due to the Company’s issuance of 50,000 shares of stock to a
consultant that are being amortized over the one-year length of the contract on a straight-line basis. In addition, the
Company’s cash assets were $307,174 as of December 31, 2023 as opposed to $4,067 as of December 31, 2022.
As
of December 31, 2023, liabilities were $1,021,359 compared to $324,132 in liabilities as of December 31, 2022. This increase in the Company’s
liabilities was due to an increase in the Company’s convertible debt of $572,095, an increase in accrued interest of $84,948, and
an increase in accrued expenses of $48,324.
Net
cash used in operating activities for 2023 was $340,780 compared to net cash used in operating activities for 2022 of $371,963. Cash used by operating activities is driven by our net loss, which was approximately $55,622 more than in 2022, and adjusted
by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments for 2023 include stock compensation of
$5000 and amortization of debt discount of $564,596.
Net
cash used by investing activities for 2023 was $805,363 and was due to the Company capitalizing development costs for the CyberloQ platform
as well as website development costs.
Net
cash provided by financing activities was $1,449,250 for 2023 as compared to $604,975 for 2022. Proceeds from convertible debt were $1,300,000
in 2023 as compared to $60,000 for 2022. Conversely, proceeds from common stock issuance were $149,250 for 2023 as compared to $422,075
for 2022, and proceeds from common stock to be issued was $0 for 2023 as compared to $50,000 for 2022, and proceeds from notes payable
were $0 for 2022 compared to $125,000 for 2022.
The
Company had operating revenue of $15,993 in 2023 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 2024. 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, 2023 and 2022
The
Company experienced a net loss of $1,026,530 for 2023 compared to net loss of $979,048 for 2022. This increase in the Company’s
net loss was primarily due to increases in amortization of debt discount and interest expense. The Company experienced a decrease in
loss from operations in 2023 as compared to 2022. Specifically, the Company experienced a loss from operations of $349,703 for 2023 compared
to a loss from operations of $682,337 for 2022.
Service
revenue was $15,993 for 2023 in comparison to $2,671 for 2022.
The
decrease in the Company’s loss from operations was primarily due to decreases in professional fees, along with decreases in officer’s
compensation and computer and internet expenses.
Professional
fees were $86,778 in 2023, compared to $424,503 in 2022. This decrease in professional fees was due to the fact that in 2022 the Company
had increased professional fees and increased consulting services related to software development costs associated with upgrading the
source code and infrastructure of its softward to accommodate increased capacity demands.
Officers’
compensation expense was $210,000 in 2023 as compared to $207,000 in 2022. This increase was due to an increase in officers’
compensation, partially offset by the Company only having two officers instead of three for the majority of 2022.
Computer
and internet expenses were $18,927 in 2023 as compared to $24,796 in 2022. This decrease was due to a decrease in hosting costs associated
with the Company’s private blockchain product.
The
foregoing drivers of the decrease in the Company’s loss from operations for 2023 were partially offset by an increase in the Company’s
other operating expenses, travel and entertainment expense, and office supplies and equipment.
Other
operating expenses were $29,798 in 2023 as compared to $12,733 in 2022. This increase was due to an increase investor relations and OTC
listing fees.
Travel
and entertainment expenses were $7,818 in 2023 as compared to $1,011 in 2022.
Office
supplies and equipment were $9,313 in 2023 as compared to $5,848 in 2022.
For
2023, there were no material change in rent expense, as compared to 2022.
Although
the Company’s loss from operations was $375,390 for 2023, the overall net loss of the Company was $1,034,670 for 2023. This
was primarily due to an amortization of debt discount of $564,596 for 2023 as opposed to $52,623 for 2022.
In
summary, total revenue was $15,993 for 2023, 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 2024 will be highly-dependent upon the Company’s ability to enter into material revenue contracts with
customers.
Critical Accounting Policies and Estimates
The discussion of our financial condition and results
of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting
principles in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and assumptions on
an ongoing basis. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions,
and the impact of such differences may be material to our consolidated financial statements.
In Note 1 to the audited financial statements for
the year ended December 31, 2023 included in this report, the Company discussed those accounting policies that are considered to be significant
in determining the results of operations and our financial position. Critical accounting policies are those policies that, in management’s
view, are most important in the portrayal of our financial condition and results of operations. The notes to the consolidated financial
statements also include disclosure of significant accounting policies. The methods, estimates and judgments that we use in applying our
accounting policies have a significant impact on the results that we report in our financial statements. These critical accounting policies
require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently
uncertain.
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, 2023 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, 2023 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, 2023, 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 65 Vice President & Director Inception
Leon Hurst 56 Director February 2020
Christopher Jackson 59 President, Sec., Treas. & Director Inception
Rex Schuette 74 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, 2023, 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, 2023.
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.
Mark Carten 2023 $ - $ - $ - $ - $ - $ - $ - $15,000
(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, 2023.
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 124,939,754 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, 2023, 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 2022 or 2023, and it is unknown whether or not the Company will meet
the requisite performance conditions in 2024. 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, 2023 and 2022, 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 30, 2023, the company entered into a third loan modification agreement with the director
extending the maturity date to August 1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $50,000
plus accrued interest beginning February 1, 2024
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, 2022 and
December 31, 2023. All services provided by the Company’s independent registered accounting firm, Fruci & Associates II, PLLC, 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, 2024 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, 2024 Enrico Giordano, Director
By: /s/ Leon Hurst
Date: March 29, 2024 Leon Hurst, Director
By: /s/ Christopher Jackson
Date: March 29, 2024 Christopher Jackson, Director
By: /s/ Rex Schuette
Date: March 29, 2024 Rex Schuette, Director
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Shareholders of Cyberloq Technologies, Inc. and Subsidiary
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Cyberloq Technologies, Inc. and Subsidiary (“the Company”) as
of December 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, 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 incurred losses from inception and has an accumulated deficit. 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 6 and 9 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 – PCAOB ID #05525
We
have served as the Company’s auditor since 2017.
Spokane,
Washington
March 29, 2024
CyberloQ
Technologies, Inc.
CONSOLIDATED
BALANCE SHEETS
ASSETS
Current Assets
Accounts receivable 10,000 -
Fixed Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 96,506 $ 56,322
Long Term Liabilities
Commitments and Contingencies - -
Stockholders’ Equity
See
accompanying notes to financial statements
CyberloQ
Technologies, Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
Revenue
Operational Expense
Other Income (Expense)
Loss on settlement of debt - (195,216 )
Loss on settlement with officer - (18,086 )
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 Decmeber 31, 2023 and December 31, 2022
Shares Amount Shares Amount Shares Amount Capital Stock Redeemed Deficit Total
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,
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement with officer and director - 18,086
Loss on settlement of debt - 195,216
Change in Operating Assets and Liabilities:
Decrease (increase) in accounts receivable (10,000 ) -
Decrease (increase) in deposits and prepaids 1,023 (32,436 )
Increase (decrease) in accounts payable and accrued expenses 40,184 (5,335 )
Increase (decrease) in accrued interest 84,948 28,288