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 the second quarter of 2025.
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 $804 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 2024 and 2023, 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, 2024 was $0.3485
per share. As of December 31, 2024, there were 144 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, 2024, total assets were $1,842,701 compared to $1,458,565 in assets as of December 31, 2023. The Company’s fixed
assets increased from $1,096,827 to $1,552,871 due to the capitalization of the CyberloQ Platform, and website development, while the
Company’s prepaid expense did not change. In addition, the Company’s cash assets were $282,866 as of December 31, 2024 as
opposed to $307,174 as of December 31, 2023.
As
of December 31, 2024, liabilities were $2,831,229 compared to $1,021,359 in liabilities as of December 31, 2023. This increase in the
Company’s liabilities was due to an increase in the Company’s convertible debt of $1,662,141, including $1,352,500 which
was due to a change in accounting principal, an increase in accrued interest of $229,522, and decrease in accounts payable and accrued
expenses of $34,454.
Net
cash used in operating activities for 2024 was $715,123 compared to net cash used in operating activities for 2023 of $340,779. Cash
used by operating activities is driven by our net loss, which was approximately $37,078 less than in 2023, and adjusted by non-cash items
as well as changes in operating assets and liabilities. Non-cash adjustments for 2024 include stock compensation of $79,000 and bad debt
of $25,000.
Net
cash used by investing activities for 2024 was $456,044 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 $1,146,859 for 2024 as compared to $1,449,250 for 2023. Proceeds from convertible debt were
$876,859 in 2024 as compared to $1,300,000 for 2023. Conversely, proceeds from common stock issuance were $250,000 for 2024 as compared
to $149,250 for 2023, and proceeds from common stock to be issued was $20,000 for 2024 as compared to $0 for 2023.
The
Company had operating revenue of $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 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, 2024 and 2023
The
Company experienced a net loss of $989,452 for 2024 compared to net loss of $1,026,530 for 2023. This decrease in the Company’s
net loss was primarily due to a change in accounting principle for amortization of debt discount offset by an increase in interest expense.
The Company experienced an increase in loss from operations in 2024 as compared to 2023. Specifically, the Company experienced a loss
from operations of $752,929 for 2024 compared to a loss from operations of $367,250 for 2023.
Service
revenue was $15,000 for 2024 in comparison to $15,993 for 2023.
The
increase in the Company’s loss from operations was primarily due to increases in all expense categories.
Professional
fees were $299,504 in 2024, compared to $86,778 in 2023. This increase in professional fees was due to an increase 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 undertaking of SOC 2 compliance.
Officers’
compensation expense was $335,500 in 2024 as compared to $210,000 in 2023. This increase was due to an increase in officers’ compensation,
and bonuses paid.
Computer
and internet expenses were $51,893 in 2024 as compared to $18,927 in 2023. This increase was due to an increase in hosting costs associated
with the Company’s web services.
Other
operating expenses were $50,509 in 2024 as compared to $29,798 in 2023. This increase was due to an increase in bad debt.
Travel
and entertainment expenses were $8,952 in 2024 as compared to $7,818 in 2023.
Office
supplies and equipment were $11,715 in 2024 as compared to $9,313 in 2023.
For
2024, there were no material change in rent expense, as compared to 2023.
Although
the Company’s loss from operations was $752,929 for 2024, the overall net loss of the Company was $989,452 for 2024.
In
summary, total revenue was $15,000 for 2024, 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 2025 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, 2024 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, 2024 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, 2024, 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 66 Vice President & Director Inception
Leon Hurst 57 Director February 2020
Christopher Jackson 60 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, 2024, 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, 2024.
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, 2024.
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.
5% Shareholders The Estate of Rex Schuette 8,675,000 6.7 % 0 0 %
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, 2024, 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, 2024 and 2023, 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 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.
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, 2023 and
December 31, 2024. 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 28, 2025 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 28, 2025 Enrico Giordano, Director
By: /s/ Leon Hurst
Date: March 28, 2025 Leon Hurst, Director
By: /s/ Christopher Jackson
Date: March 28, 2025 Christopher Jackson, 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. (“the Company”) as of December 31,
2024 and 2023, 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, 2024, 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, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2024, 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 history of net losses and accumulated deficits. 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
Critical
audit matters 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. We determined that there were no critical audit matters.
Fruci
& Associates II, PLLC– PCAOB ID #05525
We
have served as the Company’s auditor since 2017.
Spokane,
Washington
March
28, 2025
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 $ 24,452 $ 96,506
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
Service Revenue $ - $ 993
Operational Expense
Other Income (Expense)
Amortization of debt discount - (564,596 )
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, 2024 and December 31, 2023
Shares Amount Shares Amount Shares Amount Capital Stock Redeemed Deficit Total
Common stock issued for adjustment 200,000 200 - - - - (200 ) - - - -
Common stock to be issued for convertible debt - - - 20,000 - - - - - - 20,000
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:
Amortization of debt discount - 564,596
Change in Operating Assets and Liabilities:
Decrease (increase) in accounts receivable (15,000 ) (10,000 )
Decrease (increase) in deposits and prepaids 37,600 1,023
Increase (decrease) in accounts payable and accrued expenses (72,054 ) 40,184
INVESTING ACTIVITIES
Net cash provided by (used) in investing activities (456,044 ) (805,363 )
FINANCING ACTIVITIES
Proceeds from sale of common stock to be issued 20,000 -
Net Increase (Decrease) in Cash and Equivalents (24,308 ) 303,107
Cash and Equivalents at Beginning of the Period 307,174 4,067
Cash and Equivalents at End of the Period $ 282,866 $ 307,174
SUPPLEMENTAL CASH FLOW INFORMATION
Income Taxes Paid $ - $ -
NON-CASH DISCLOSURES
Beneficial conversion feature $ - $ 12,292,500
Common stock issued for prepaid expense $ - $ 4,849
Common stock issued for convertible debt $ 40,000 $ -
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
of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ
Technologies, Inc.
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 banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized
access to customer accounts. 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
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.
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.
Basis
of Presentation
The
financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting
principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S.
dollars. The Company has adopted a December 31 fiscal year end.
Principles
of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled
operating subsidiaries. All inter-company accounts and transactions have been eliminated. The former wholly-owned subsidiary of the Company,
CyberloQ Technologies LTD, had no activity, operational or otherwise, and is now dissolved.