UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-56264
CYBERLOQ
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
(Commission File Number) (IRS Employer Identification No.)
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (612)961-4536
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock CLOQ OTC QB
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this form 10-K or any amendment to this form 10-K.
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes
☐ No ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐ No ☐
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As
of the date of this filing, there were 140,012,254 shares of the Issuer’s common stock issued and outstanding and held by
approximately 149 shareholders, four of which are deemed affiliates within the meaning of Rule 12b-2 under the Exchange Act.
As
of the date of this filing, there were 20,000 shares of the Issuer’s preferred stock issued and outstanding.
The
aggregate market value of the 123,463,981 shares of voting common equity held by non-affiliates of the registrant, computed by
reference to the closing price as reported as of the last business day of the registrant’s most recently completed second
fiscal quarter (June 30, 2025) was approximately $17,284,957.34.
CyberloQ
Technologies, Inc.
FORM
10-K
For
The Year Ended December 31, 2025
INDEX
PART I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 5
Item 1C. Cybersecurity 5
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Mine Safety Disclosures 5
PART II
Item 6. Selected Financial Data 6
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9A. Controls and Procedures 8
Item 9B. Other Information 8
PART III
Item 10. Directors, Executive Officers and Corporate Governance 8
Item 11. Executive Compensation 9
Item 14. Principal Accounting Fees and Services 13
PART IV
Item 15. Exhibits and Financial Statement Schedules 14
Signatures 15
PART
I
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
annual report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements that are not statements
of historical fact and may involve a number of risks and uncertainties. These statements related to analyses and other information that
are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future
prospects, developments and business strategies. These statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels
of activity, performance, or achievements expressed or implied by forward-looking statements.
In
some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
“proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology.
You should read statements that contain these words carefully, because they discuss our expectations about our future operating results
or our future financial condition or state other “forward-looking” information. There may be events in the future that we
are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of
the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and
that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of
your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking
statements after the date of this Annual Report to conform these statements to actual results.
The
following factors are among those that may cause actual results to differ materially from our forward-looking statements:
● General economic and industry conditions;
● Out history of losses, deficits and negative operating cash flows;
● Our limited operating history;
● Industry competition;
● Environmental and governmental regulation;
● Protection and defense of our intellectual property rights;
● Reliance on, and the ability to attract, key personnel;
You
should keep in mind that any forward-looking statement made by us in this annual report or elsewhere speaks only as of the date on which
we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may
affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this annual report after the
date of filing, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking
statement made in this annual report or elsewhere might not occur.
In
this annual report on Form 10-K, the terms “CLOQ,” “Company,” “we,” “us” and “our”
refer to CyberloQ Technologies, Inc.
ITEM 1. BUSINESS
Company
History
CyberloQ
Technologies Inc. (“CLOQ”, ‘We” or the “Company”) was incorporated in Nevada on February 5, 2008
as Advanced Credit Technologies, Inc. The Company changed its name to CyberloQ Technologies, Inc. on November 20, 2019. The Company has
never been the subject of any bankruptcy, receivership or similar proceeding. The Company has never been involved in any material reclassification,
merger, or consolidation.
On
June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies
LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through
CyberloQ Technologies LTD. However, CyberloQ Technologies LTD had no activity, operational or otherwise, and is now dissolved.
Current
Overview of the Company
The
Company is a development-stage technology company focused on fraud prevention and credit management.
The
Company offers a proprietary software platform branded as CyberloQ®. While previously the Company licensed CyberloQ, in the third
quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.
CyberloQ
is a MFA (Multi Factor Authentication) protocol technology that is offered to institutional clients in order to combat fraudulent transactions
and unauthorized access to customer accounts and or any digital asset. Through the use of a customer’s smart-phone, CyberloQ uses
a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service.
The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The Company has
also updated the entire infrastructure, UI/UX and streamlined the deliverable services per strategic partnerships with clients in multiple
channels in order to increase the scalability of the original platform.
In
addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name TurnScor® which allows customers
to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for TurnScor on their own, the
Company also intends to market TurnScor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added
benefit to offer their customers.
The
CyberloQ Vault is a “cloud based’ security protocol that allows clients the ability to send/receive secure data without having
to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive
confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well
as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted
data is unusable without the CyberloQ authentication component.
The
Company currently has two full-time employees, its President and Vice-President. There are no other employees of the Company at this
time.
The
Company also has a Board of Advisors comprised of individuals from the banking, business development, and technical sectors to advise
the Company as it moves forward with its business strategy. The Board of Advisors does not have any decision-making authority.
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 has achieved SOC II Type 1 certification, and is in process of securing SOC II Type 2 in the 2nd quarter of 2026.
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 $833 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.
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 Markets 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 2025 and 2024, as reported
by the OTC Markets. 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, 2025 was
$0.21 per share. As of December 31, 2025, there were 149 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, 2025, total assets were $2,525,110 compared to $1,842,701 in assets as of December 31, 2024. The Company’s
fixed assets increased from $1,552,871 to $2,228,503 due to the capitalization of the CyberloQ Platform, website development and patents, the
Company’s prepaid expense and deposits increased from $6,964 to $34,620 due to paying draws on commissions. In addition, the Company’s cash assets were $261,987 as of December 31, 2025 as opposed to
$282,866 as of December 31, 2024.
As
of December 31, 2025, current liabilities were $4,160,391 compared to $2,800,867 in liabilities as of December 31, 2024. This increase
in the Company’s liabilities was due to an increase in the Company’s convertible debt of $823,141, an increase in note payable-related party and shareholders of $125,000, an increase in accrued
interest of $277,222, and increase in accounts payable and accrued expenses of $134,161.
Net
cash used in operating activities for 2025 was $775,051 compared to net cash used in operating activities for 2024 of $715,123. Cash
used by operating activities is driven by our net loss, which was approximately $138,437 more than in 2024, and adjusted by non-cash
items as well as changes in operating assets and liabilities. Non-cash adjustments , for 2025 include stock compensation of $56,275,amortization
of $1,454 and loss on prepaids of $4,849.
Net
cash used by investing activities for 2025 was $588,469 and was due to the Company capitalizing development costs for the CyberloQ platform
as well as website development costs and patent costs.
Net
cash provided by financing activities was $1,342,641 for 2025 as compared to $1,146,859 for 2024. Proceeds from convertible debt
were $903,141 in 2025, and proceeds from notes payable – related party of $125,000 offset by payments on convertible debt of
$80,000, as compared to $876,859 in proceeds from convertible debt with no offsetting payments for 2024. Conversely, proceeds from
common stock issuance were $394,500 for 2025 as compared to $250,000 for 2024, and proceeds from common stock to be issued was $0
for 2025 as compared to $20,000 for 2024.
The
Company had no operating revenue in 2025 and $15,000 in 2024 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 2026. Unless the Company begins to generate operating 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, 2025 and 2024
The
Company experienced a net loss of $1,127,889 for 2025 compared to net loss of $989,452 for 2024. This increase in the Company’s
net loss was primarily due to an increase in interest expense. The Company experienced no material change in loss from operations in
2025 as compared to 2024. Specifically, the Company experienced a loss from operations of $771,616 for 2025 compared to a loss from operations
of $752,929 for 2024.
Service
revenue was $0 for 2025 in comparison to $15,000 for 2024.
The
increase in the Company’s loss from operations was primarily due to increases in most expense categories offset by a decrease in
professional fees.
Professional
fees were $215,370 in 2025, compared to $299,504 in 2024. This decrease in professional fees was due to an decrease in consulting services
related to software development costs associated with upgrading the source code and infrastructure of its software to accommodate increased
capacity demands, and the completion of SOC 2 compliance. Additionally, there was a decrease in legal fees
Computer
and internet expenses were $105,999 in 2025 as compared to $51,893 in 2024. This increase was due to an increase in hosting costs associated
with the Company’s web services.
Officers’
compensation expense was $352,000 in 2025 as compared to $335,500 in 2024. This increase was due to an increase in officers’ compensation,
and bonuses paid.
Office
supplies and equipment were $17,326 in 2025 as compared to $11,715 in 2024.
Other
operating expenses were $58,629 in 2025 as compared to $50,509 in 2024. This increase was due to an increase in advertising and promotion
offset by a decrease in bad debt.
Travel
and entertainment expenses were $10,705 in 2025 as compared to $8,952 in 2024.
Amortization
expense was $1,454 in 2025 as compared to $0 in 2024.
For
2025, there were no material change in rent expense, as compared to 2024.
Although
the Company’s loss from operations was $771,616 for 2025, the overall net loss of the Company was $1,127,889 for 2025.
In
summary, total revenue was $0 for 2025, 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 2026 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. We do not currently have any critical accounting estimates.
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, 2025 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, 2025 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, 2025, 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 67 Vice President & Director Inception
Leon Hurst 58 Director February 2020
Christopher Jackson 61 President, Sec., Treas. & Director Inception
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, 2025, 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.
(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, 2025.
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.
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, 2025.
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 128,789,754 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, 2025, 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 2024 or 2025, and it is unknown whether or not the Company will meet
the requisite performance conditions in 2026. 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, 2025 and 2024, none of these options have been issued.
Transactions
with Related Persons
On July 8, 2025, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 0% and the maturity date
is July 8, 2026.
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 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 second 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 December 1, 2023. On July 2, 2024, the Company entered into third loan modification agreement extending the
maturity date to December 31, 2024. The Company was required to pay an extension penalty in the amount of $7,500. On December 19, 2024,
the Company entered into a fourth loan modification agreement with the estate of the director extending the maturity date to April 15,
2025. The Company was required to pay an extension penalty in the amount of $7,500. On June 11, 2025, the Company entered into a fifth
loan modification agreement with the estate of the director in which the Company will make quarterly interest payments of $7,500, any
additional payments will be applied to the outstanding principal. So long as the quarterly interest payments are made the terms will
be in effect until the note and accrued interest are paid in full.
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