Cyberloq Technologies Inc.
03/29/2023 | Press release | Distributed by Public on 03/29/2023 13:29
Annual Report for Fiscal Year Ending December 31, 2022 (Form 10-K)
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, 2022
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-170132
CYBERLOQ TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 333-170132 | 26-2118480 | |
|
(Commission File Number) |
(IRS Employer Identification No.) |
|
| 4837 Swift RoadSuite 210-1Sarasota, FL | 34231 | |
| (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 Pink |
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. ☐
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 119,689,754shares of the Issuer's common stock issued and outstanding and held by approximately 139 shareholders, six 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 93,366,391 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, 2022) was approximately $4,668,320.
CyberloQ Technologies, Inc.
FORM 10-K
For The Year Ended December 31, 2022
INDEX
| PART I | ||
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 4 |
| Item 1B. | Unresolved Staff Comments | 5 |
| Item 2. | Properties | 5 |
| Item 3. | Legal Proceedings | 5 |
| Item 4. | Mine Safety Disclosures | 5 |
| PART II | ||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 5 |
| Item 6. | Selected Financial Data | 6 |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 7 |
| Item 8. | Financial Statements and Supplementary Data | 7 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 7 |
| Item 9A. | Controls and Procedures | 7 |
| Item 9B. | Other Information | 8 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 8 |
| Item 11. | Executive Compensation | 10 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 11 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 13 |
| Item 14. | Principal Accounting Fees and Services | 14 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 15 |
| Signatures | 16 |
| 2 |
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; | |
| ● | Other factors including those discussed in "Risk Factors" in this annual report on Form 10-K and our incorporated documents. |
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. and its wholly-owned subsidiary CyberloQ Technologies, LTD.
| 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, to date CyberloQ Technologies LTD has had no activity, operational or otherwise.
| 3 |
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 the collection, storage, processing and transmission of customers' personal data, including financial information. In the event that the Company's security measures are breached due to human error, malfeasance, system errors or vulnerabilities, or other irregularities, such breach could adversely affect our business through possible interruption of the Company's operations, improper disclosure of data, damage to the Company's reputation, and/or legal exposure.
| 4 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
The Company's corporate office is located at 4837 Swift Road Suite 210-1 Sarasota, FL 34231, and our telephone number is 612-961-4536. Rent is $766 per month including phone and internet.
The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
| ITEM 3. | LEGAL PROCEEDINGS |
The Company is currently a party to one legal proceeding pending in the Superior Court of New Jersey entitled Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22). The Plaintiff is the Company's former Chief Technology Officer, and the employee' complaint alleges that the Company breached the February 28, 2022 separation and common stock redemption agreements, seeking an unspecified amount of monetary damages as well as a judgment of specific performance for the company to purchase the remaining shares of common stock owned by the employee. The Company believes that the employee's claims have no merit and intends to defend itself vigorously.
The Company is not currently a party to any other legal proceedings, nor is the Company a party to any administrative proceedings.
In addition, the Company's officers and directors have not been convicted in any criminal proceedings nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of securities or banking activities.
| ITEM 4. | MINE SAFETY DISCLOSURES |
None.
PART II
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock currently trades on the OTC Bulletin Board under the symbol "CLOQ." The following table states the range of the high and low bid-prices per share of our common stock for each of the calendar quarters for fiscal years 2022 and 2021, as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. The last price of our common stock as reported on the OTC Bulletin Board on December 31, 2022 was $0.05 per share. As of December 31, 2022, there were 139 shareholders of record of our common stock. This number does not include beneficial owners from whom shares are held by nominees in street name.
| Fiscal Year 2022 | Fiscal Year 2021 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter | $ | 0.12 | $ | 0.05 | $ | 0.50 | $ | 0.05 | ||||||||
| Second Quarter | $ | 0.08 | $ | 0.05 | $ | 0.49 | $ | 0.13 | ||||||||
| Third Quarter | $ | 0.12 | $ | 0.03 | $ | 0.32 | $ | 0.09 | ||||||||
| Fourth Quarter | $ | 0.05 | $ | 0.03 | $ | 0.20 | $ | 0.08 |
| 5 |
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.
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Liquidity, Capital Resources and Material Changes in Financial Condition
As of December 31, 2022, total assets were $341,118 compared to $264,503 in assets as of December 31, 2021. The Company's fixed assets increased from $0 to $283,240 due to the capitalization of the CyberloQ Platform, while the Company's prepaid expense decreased from $210,208 to $53,811 due to the Company's continued amortization of the prior issuance of 1,250,000 shares of stock to consultants that are being amortized over the one-year length of the contracts on a straight-line basis. In addition, the Company's cash assets were $4,067 as of December 31, 2022 as opposed to $54,295 as of December 31, 2021.
As of December 31, 2022, liabilities were $324,132 compared to $299,530 in liabilities as of December 31, 2021. This increase the Company's liabilities was due to increases in accounts payable and accrued expenses of $12,762, and convertible debt of $60,000 and accrued interest of $21,317 partially offset by a decrease of loans from stockholders of $10,000 and long term note payable of $2,100.
Net cash used in operating activities for 2022 was $371,963 compared to net cash used in operating activities for 2021 of $664,596. Cash provided by or used by operating activities is driven by our net loss, which was approximately $108,600 less than 2021, and adjusted by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments for 2022 include stock compensation of $350,643 and loss on settlement of debt of $195,216.
Net cash used by investing activities for 2022 was $283,240 and was due to the Company capitalizing development costs for the CyberloQ platform.
Net cash provided by financing activities was $604,975 for 2022 as compared to $692,150 for 2021. Specifically, proceeds from common stock issuance were $422,075 for 2022 as compared to $490,200 for 2021, and proceeds from common stock to be issued was $50,000 for 2022 as compared to $193,000 for 2021. Conversely, proceeds from notes payable were $125,000 for 2022 compared to $22,500 for 2021.
The Company had operating revenue of $2,671 in 2022 and is currently reliant on its ability to raise additional capital and/or debt to continue execution of its business plan to move the Company forward towards profitability. The Company does not anticipate any significant decrease in its operating expenses for 2023. Unless the Company begins to generate operation revenue, it will be reliant on its ability to raise additional debt and/or capital in order to continue its operations.
Results of Operations for the Years Ended December 31, 2022 and 2021
The Company experienced a net loss of $979,048 for 2022 compared to net loss of $1,087,712 for 2021.
| 6 |
There was no material change in the Company's service revenue. Service revenue was $2,671 for 2022 in comparison to $197 for 2021.
This decrease in the Company's net loss was primarily due to decreases in research and development expenses and offers' compensation expense and professional fees.
Research and development expenses were $0 in 2022, compared to $180,063 in 2021. This decrease in research expenses was due to the Company beginning to capitalize the cost of development of the CyberloQ platform.
Officers' compensation expense was $207,000 in 2022 as compared to $370,400 in 2021. This decrease was due to the Company only having two officers instead of three for the majority of 2022.
Professional fees were $424,503 in 2022, compared to $468,449 in 2021. This decrease in professional fees was due to decreased consulting services and accounting services.
The foregoing drivers of the decrease in the Company's net loss for 2022 were partially offset by an increase in the Company's computer an internet expense.
Computer and internet expenses were $24,796 in 2022 as compared to $10,859 in 2021. This increase was due to additional hosting costs associated with the Company's private blockchain product.
For 2022, there were no material changes in office expenses and supplies, rent expense, travel and entertainment, office supplies and other operating expenses as compared to 2021.
In summary, total revenue was $2,671 for 2022, and the Company is currently reliant on its ability to raise additional debt and/or capital to continue execution of its business plan to move forward towards profitability. Whether or not there are any material changes in operational revenues or expenses in 2023 will be highly-dependent upon the Company's ability to enter into material revenue contracts with customers.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information required by this Item.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The Company's Financial Statements are set forth below beginning on page F-1 of this Form 10-K.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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.
| 7 |
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022 in accordance with the Committee of Sponsoring Organizations of the Treadway Commission's 2013 Integrated Framework. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, due to its current size, the Company currently does not have sufficient staff to maintain appropriate segregation of duties, as it pertains to application and oversight of internal control processes. Material weaknesses have previously been identified, including lack of segregation of duties and lack of formal written policies and procedures surrounding financial close and reporting. However, the Company anticipates that as it grows and formalizes its internal control processes and procedures, it will add sufficient staff to perform internal control processes, as well as adequately provided oversight to ensure processes are working as designed. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
There exists no information required to be disclosed in a report on Form 8-K during the three-month period ended December 31, 2022, but not reported.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Our directors and officers, as of the date of this filing, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.
(a) & (b) Directors and executive officers:
| Name | Age | Position | Director Since | |||
| Enrico Giordano | 64 | Vice President & Director | Inception | |||
| Leon Hurst | 55 | Director | February 2020 | |||
| Christopher Jackson | 58 | President, Sec., Treas. & Director | Inception | |||
| Rex Schuette | 73 | Director | September 2017 |
The directors of the Company are elected to serve until the next annual shareholders' meeting or until their respective successors are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors immediately following the next annual shareholders' meeting or until removal by the Board of Directors.
(c) Identification of certain significant employees.
As of December 31, 2022, there were no persons who were not directors and/or executive officers that were expected to make significant contributions to the business of the Company.
(d) Family relationships.
There are no family relationships between any directors and/or executive officers.
| 8 |
(e) The business experience of the directors and executive officers.
Enrico Giordano. Mr. Giordano is a founder and holds a BA degree in Mass Communications from the University of South Florida and has excelled in Mass Communication Law as his elective studies. Mr. Giordano has been a consultant for over 20 years and has worked with various types of deal structures, from helping structure the proposed sale and relocation of an NBA franchise to working with a structure on e-business companies and the web integration field that included associations with executives of corporations such as Compaq, Digital Equipment Corp., Apple Computer, VisiCorp, Fortress Technologies and IBM. From 2006 through 2007, Mr. Giordano worked on a consulting basis for SellaVision, Inc., a company involved with the infomercial and electronic retailing industry. From 2008 until present, has also been instrumental in structuring and negotiating on behalf of the Company. Mr. Giordano has already been successful in creating alliances that can be significant to the Company's future growth potential. Mr. Giordano will devote most of his time to this effort, thus helping ensure the success of the Company. For the past two years all of Mr. Giordano's time and efforts have been solely concentrated on the Company. From price point to structure as well as the marketing of the product to affiliate programs which are now ready to be rolled out. These are all part of the vision along with Mr. Jackson in order to bring to market a product that is reliable, affordable and one that can help thousands upon thousands of people in today's economy.
Leon Hurst. Mr. Hurst owns and operates a tire distribution, installation and repair business. He also owns a towing and asset recovery business. Mr. Hurst has been a Gideon member of the Lancaster northeast camp for over twenty years, serving as President, Vice-President and Treasurer over that time. He is currently serving as the Treasurer of ROFM drug and alcohol treatment ministry as well.
Christopher Jackson. Mr. Jackson is a founder and has served as the President and Chief Operating Officer since inception. Mr. Jackson attended Texas Lutheran University while seeking a degree in Marketing. He has been in sales and management for the better part of 25 years. Mr. Jackson was instrumental in the Company's original software development platform, TurnScor. Mr. Jackson's main focus will be the implementation of a scalable CyberloQ platform, alongside sales strategies for growing the Company's revenues. Mr. Jackson devotes 100% of his time to day to day operations, financial disclosures and reporting along with sales support within the Company.
Rex Schuette. Mr. Schuette's vast experience and knowledge in the financial services sector will be instrumental in guiding the Company forward with its banking relationships. Mr. Schuette was an Executive Vice President and Chief Financial Officer of United Community Banks, Inc. ("United") for 16 years until his recent retirement in May of 2017. United is one of the largest full-service banks in the Southeast region of the United States, with over 168 offices and over $11 billion in assets at his retirement. While at United, Mr. Schuette managed and directed all accounting, financial and reporting activities for the company, and was also responsible for mergers and acquisitions, investor relations, strategic and capital planning. Prior to his time at United, Mr. Schuette spent 16 years at State Street Corporation, a global financial services company, where he served as the company's Senior Vice President and Chief Accounting Officer. Mr. Schuette has also served as the Chief Financial Officer of Bank One (Lead Bank), Deputy Comptroller of Harris Trust Savings Bank, and Assistant Controller of the National Bank of Detroit. The knowledge and experience that Mr. Schuette brings to the Board will be an important and strategic component of the Company's continued growth in the banking industry, both domestically and abroad.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
None.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish us with copies of all Section 16(a) forms they file. Based on our review of the EDGAR database, we believe that there are no persons that are delinquent in filing the required forms for the year ended December 31, 2022.
| 9 |
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.
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards |
Non- Equity Inctv. Plan Comp |
Change in pension value & nonqualified deferred comp.earnings | All Other Comp | Total | |||||||||||||||||||||||||
| Christopher Jackson | 2022 | $ | 90,000 | $ | $ | 6,000 | (1) | $ | - | $ | - | $ | - | $ | - | $ | 96,000 | |||||||||||||||||
| President, Secretary, Treasurer & Director (PEO & PFO) | 2021 | $ | 90,000 | $ | 8,000 | $ | 30,800 | (1) | $ | - | $ | - | $ | - | $ | - | $ | 128,800 | ||||||||||||||||
| Mark Carten | 2022 | $ | 15,000 | $ | - | $ | (1) | $ | - | $ | - | $ | - | $ | - | $ | 15,000 | |||||||||||||||||
| CTO & Director | 2021 | $ | 90,000 | $ | - | $ | 30800 | (1) | $ | - | $ | - | $ | - | $ | - | $ | 120,800 | ||||||||||||||||
| Enrico Giordano | 2022 | $ | 90,000 | $ | - | $ | 6,000 | (1) | $ | - | $ | - | $ | - | $ | - | $ | 96,000 | ||||||||||||||||
| VP & Director | 2021 | $ | 90,000 | $ | - | $ | 30,800 | (1) | $ | - | $ | - | $ | - | $ | - | $ | 120,800 |
(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.
| 10 |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to outstanding equity awards for the Company's executive officers as of December 31, 2022.
| Option Awards | Stock Awards | |||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date | There are No Incentive-Based Stock Awards Outstanding | ||||||||||||||||||
|
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.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security Ownership of Management and Certain Beneficial Owners
The following table indicates the number of shares of both our common and preferred stock that were beneficially owned as of the date of filing, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of preferred stock, (2) our directors, (3) our executive officers, and (4) our directors and executive officers as a group. In general, "beneficial ownership" includes those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights to acquire common stock through the exercise of stock options or warrants exercisable currently or that become exercisable within 60 days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. We based our calculation of the percentage owned on 119,689,754 beneficially owned shares of common stock outstanding as of the date of filing, and 20,000 beneficially owned shares of preferred stock outstanding on the date of filing. The address of each director and executive officer listed below is c/o CyberloQ Technologies, Inc., 4837 Swift Road Suite 210-1 Sarasota, FL 34231.
| Title of Class | Name | Number of Common Shares Beneficially Owned | Percentage of Common Class | Number of Preferred Shares Beneficially Owned | Percentage of Preferred Class | |||||||||||||
| Directors & Officers | Leon Hurst | 5,248,363 | 4.4 | % | 0 | 0 | % | |||||||||||
| Directors & Officers | Enrico Giordano(1) | 5,400,000 | 4.5 | % | 10,000 | 50.00 | % | |||||||||||
| Directors & Officers | Christopher Jackson(1) | 5,900,000 | 4.9 | % | 10,000 | 50.00 | % | |||||||||||
| Directors & Officers | Rex Schuette | 8,675,000 | 7.3 | % | 0 | 0 | % | |||||||||||
| Officers & Directors as a group (4 persons) | 25,223,363 | 21.1 | % | 20,000 | 100 | % | ||||||||||||
| 5% Shareholders | Neil Berman | 7,275,000 | 6.1 | % | 0 | 0 | % | |||||||||||
| 5% Shareholders | Frederick Andrieni Jr | 7,250,000 | 6.1 | % | 0 | 0 | % |
| 11 |
The preferred shareholders vote together with the common stock as a single class and the holders of the preferred stock are entitled to 5,000 votes per share.
(1) The employment contracts for Christopher Jackson and Enrico Giordano include performance incentive stock options based upon the Company meeting certain performance conditions that can potentially result in the issuance of stock option awards of up to 5,000,000 shares each in the event that the Company reaches certain performance goals. Specifically, Christopher Jackson and Enrico Giordano each shall be entitled to receive ten (10) stock option awards of 500,000 shares of the Company's common stock each, upon the Company achieving certain milestones (the "ISO Awards"). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000 in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross Revenue up to a total of 5,000,000 shares each. The shares vest at 110% of the average closing bid price and must be exercised within five (5) years of the vesting date.
Securities Authorized for Issuance Under Executive Compensation Plans
As of December 31, 2022, the Company had equity compensation plans with Christopher Jackson and Enrico Giordano. A summary table of the potential share issuances based upon these plans is set forth below:
| Equity Compensation Plan Information | ||||||||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | |||||||
| (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 | |||||||
| Total | 10,000,000 | * | 4,800,000 |
* The 10,000,000 in options set forth in the above table are exercisable at 110% of the average of the closing bid price for the ten days preceding the Company's achievement of each performance goal and must be exercised within five(5) years of the vesting date.
The employment contracts for Christopher Jackson and Enrico Giordano all include performance incentive stock options based upon the Company meeting certain performance conditions. These performance incentive stock options were approved by the Company's Shareholders. The Company did not meet the requisite performance conditions in 2021 or 2022, and it is unknown whether or not the Company will meet the requisite performance conditions in 2023. The options are exercisable in 500,000 increments upon the Company initially achieving (cumulatively) $1,000,000 in Gross Revenues, and each additional incentive stock option award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross Revenue. At December 31, 2022 and 2021, none of these options have been issued. On February 28, 2022, Mark Carten resigned from his officer position with the Company and is no longer eligible for the equity compensation plan.
| 12 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Transactions with Related Persons
On August 8, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity date is December 31, 2023.
On September 9, 2020, the Company approved a loan of $100,000 from a director to the Company. The interest rate is 12.5% and the maturity date is December 31, 2023.
On December 28, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity date is December 31, 2023.
On December 31, 2021, the Company entered into a loan modification agreement with the director which consolidated three outstanding promissory notes dated August 8, 2020, September 9, 2020, and December 28, 2020 into one loan. The total amount borrowed is $150,000, with an interest rate of 12.5% and a maturity date of January 1, 2024. Payments of $50,000 plus interest are due to be paid each calendar quarter beginning on July 1, 2023. On September 30, 2022, the Company entered into a second loan modification agreement with the director extending the maturity date to January 1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $50,000 plus accrued interest beginning July 1, 2023.
On September 20, 2021, the Company approved a loan of $12,500 from a director to the Company. The interest rate is 0% and the maturity date is October 1, 2021. The Company paid this loan in full in October 2021.
On February 23, 2022, the Company received a loan from a director in the amount of $50,000, with an interest rate of 12%. The maturity date for the loan is April 9, 2022. On September 30, 2022 the Company entered into a Loan Modification Agreement with the director extending the maturity date of this note to January 2, 2023. On December 31, 2022, this note principal of $50,000 and accrued interest of $4,784 was converted into 2,900,000 shares of common stock.
On February 23, 2022, the Company received a convertible debt note from a different director in the amount of $50,000, with an interest rate of 12%, because of the convertible nature of the note a beneficial conversion was recorded as a debt discount in the amount of $50,000. The maturity date for the loan is July 5, 2022. On June 25, 2022, this note was converted into 2,600,000 shares of common stock, which were recorded as "shares to be issued" and the debt discount was fully amortized. The 2,600,000 shares were issued during the quarter ended September 30, 2022.
Promoters and Certain Control Persons
The Company has not had a promoter at any time during the last five fiscal years.
In addition, there are no parents of the Company.
Director Independence
The directors of the Company, which also include the executive officers of the Company, are not independent directors. Members of the Company's management may become associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates they will devote as much time to the Company's affairs as is reasonably needed.
| 13 |
The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if the Company should decline to do so.
In addition, the Company has a Related-Party Transactions Policy whereby the officers and directors of the Company are required to report to the Board of Directors any activity that would cause or appear to cause a conflict of interest on his or her part. All related-party transactions are subject to review, approval or ratification in accordance with the Related-Party Transactions Policy.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
The following table sets forth fees billed to us for principal accountant fees and services during the years ended December 31, 2021 and December 31, 2022. All services provided by the Company's independent registered accounting firm have been reviewed and approved by the Company's Board of Directors.
| 2022 | 2021 | |||||||
| Audit Fees | $ | 30,250 | $ | 25,250 | ||||
| Audit-Related Fees | $ | 0 | $ | 0 | ||||
| Tax Fees | $ | 0 | $ | 0 | ||||
| All Other Fees | $ | 0 | $ | 0 | ||||
| Total | $ | 30,250 | $ | 25,250 |
| 14 |
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 ***** | |
| 31.1 | Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer & Principal Financial Officer.****** | |
| 32.1 | Section 1350 Certification of the Principal Executive Officer & Principal Financial Officer.****** | |
| 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) |
| * | Incorporated by reference through the Registration Statement on form S-1 filed with the Commission on October 26, 2010. (101141203) | |
| ** | Incorporated by reference through the Quarterly Report on form 10-Q filed with the Commission on May 11, 2017. (17832815) | |
| *** | Incorporated by reference through the Current Report on form 8-K filed with the Commission on November 1, 2019. | |
| **** | Incorporated by reference through the Current Report on form 8-K filed with the Commission on November 6, 2017. | |
| ***** | Incorporated by reference through the Current Report on form 8-K filed with the Commission on May 19, 2017. | |
| ****** | Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. | |
| ******* | Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
| 15 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CYBERLOQ TECHNOLOGIES, INC. | ||
| By: | /s/ Christopher Jackson | |
| Christopher Jackson | ||
| Date: March 29, 2023 | President, Secretary, Treasurer and Director | |
| Principal Executive Officer | ||
| Principal Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the dates indicated.
| CYBERLOQ TECHNOLOGIES, INC. | ||
| By: | /s/ Enrico Giordano | |
| Date: March 29, 2023 | Enrico Giordano, Director | |
| By: | /s/ Leon Hurst | |
| Date: March 29, 2023 | Leon Hurst, Director | |
| By: | /s/ Christopher Jackson | |
| Date: March 29, 2023 | Christopher Jackson, Director | |
| By: | /s/ Rex Schuette | |
| Date: March 29, 2023 | Rex Schuette, Director |
| 16 |
ITEM 1. FINANCIAL STATEMENTS
| Report of Independent Auditor Fruci & Associates II, PLLC (PCAOB ID #5525) | F-2 |
| Balance Sheets as of December 31, 2022 and December 31, 2021 | F-3 |
| Statements of Operations for the years ended December 31, 2022 and December 31, 2021 | F-4 |
| Statement of Shareholders' Equity for the years ended December 31, 2022 and December 31, 2021 | F-5 |
| Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021 | F-6 |
| Notes to the Financial Statements | F-7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Cyberloq Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cyberloq Technologies, Inc. ("the Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit since inception and continuing net losses. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Equity Transactions (Note 5 to the financial statements)
Description of the Critical Audit Matter
The Company's evaluation of common shares issuances involves complexity and judgement in applying the relevant accounting standards when auditing management's conclusions on the classification and recognition of equity transactions upon issuance.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures to evaluate management's calculation and recording of common share issuances included the following:
| ● | We evaluated the appropriateness and consistency of management's methods and assumptions used in the identification, recognition, measurement, and disclosure of considerations of the underlying share issuances during the year, including the classification with respect to the terms and in considering applicable generally accepted accounting standards. |
| ● | We read the applicable agreements and compared the key terms to management's analysis of the transaction. |
| ● | We read, evaluated, and tested the reasonableness of management's calculation utilized in the determination of common shares issued. |
| ● | We evaluated whether management had appropriately considered new information that could significantly change the measurement or disclosure of common shares, and evaluated the disclosures related to the financial statement impacts of the transactions. |
| ● | We reviewed current and subsequent period accounting records and third-party documentation to identify unrecorded equity transactions. |
We have served as the Company's auditor since 2017.
Spokane, Washington
March 29, 2023
| F-2 |
CyberloQ Technologies, Inc.
CONSOLIDATED BALANCE SHEETS
| December 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 4,067 | $ | 54,295 | ||||
| Deposits and prepaids | 53,811 | 210,208 | ||||||
| Total Current Assets | 57,878 | 264,503 | ||||||
| Fixed Assets | ||||||||
| Cyberloq platform | 283,240 | - | ||||||
| Total Fixed Assets | 283,240 | |||||||
| Total Assets | $ | 341,118 | $ | 264,503 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | 56,322 | $ | 43,560 | ||||
| Accrued interest | 47,737 | 26,420 | ||||||
| Note Payable - Stockholders | 35,000 | 45,000 | ||||||
| Notes Payable-Related Party | 150,000 | 150,000 | ||||||
| Convertible debt - Stockholders, net | 2,623 | - | ||||||
| Loan payable - SBA | 2,088 | - | ||||||
| Total Current Liabilities | 293,770 | 264,980 | ||||||
| Long Term Liabilities | ||||||||
| SBA Loan Payable | 30,362 | 34,550 | ||||||
| Total Long-Term Liabilities | 30,362 | 34,550 | ||||||
| Total Liabilities | 324,132 | 299,530 | ||||||
| Commitments and Contingencies | - | - | ||||||
| Stockholders' Equity | ||||||||
| Common stock: $0.001par value,200,000,000shares authorized; 119,089,754and 82,754,515shares issued and outstanding, respectively | $ | 119,090 | $ | 82,755 | ||||
| Series A Preferred Stock $0.001per value -30,000shares authorized; 20,000and 30,000issued and outstanding, respectively | 20 | 30 | ||||||
| Shares to be Issued:2,450,000and 8,200,000common shares, respectively | 149,186 | 392,900 | ||||||
| Treasury stock | (50,000 | ) | - | |||||
| Additional Paid in Capital | $ | 7,031,812 | $ | 5,743,362 | ||||
| Accumulated Deficit | (7,233,122 | ) | (6,254,074 | ) | ||||
| Total Stockholders' Equity | 16,986 | (35,027 | ) | |||||
| Total Liabilities and Stockholders' Equity | $ | 341,118 | $ | 264,503 |
See accompanying notes to financial statements
| F-3 |
CyberloQ Technologies, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | ||||||||
| Service Revenue | $ | 2,671 | $ | 197 | ||||
| Total Revenue | 2,671 | 197 | ||||||
| Operating Expenses | ||||||||
| Professional Fees | 424,503 | 468,449 | ||||||
| Research | - | 180,063 | ||||||
| Officer's Compensation | 207,000 | 370,400 | ||||||
| Travel and Entertainment | 1,011 | 1,766 | ||||||
| Rent | 9,117 | 9,031 | ||||||
| Computer and Internet | 24,796 | 10,859 | ||||||
| Office Supplies and Expenses | 5,848 | 6,608 | ||||||
| Other Operating Expenses | 12,733 | 13,494 | ||||||
| Total Operating Expenses | 685,008 | 1,060,670 | ||||||
| Loss from Operations | (682,337 | ) | (1,060,473 | ) | ||||
| Other Income (Expense) | ||||||||
| Interest | (30,786 | ) | (20,896 | ) | ||||
| Loss on settlement of payable | - | (6,343 | ) | |||||
| Loss on settlement with officer | (18,086 | ) | - | |||||
| Loss on settlement of debt | (195,216 | ) | - | |||||
| Amortization of debt discount | (52,623 | ) | ||||||
| Total Other Income (Expense) | (296,711 | ) | (27,239 | ) | ||||
| Provision for Income Taxes | - | - | ||||||
| Net Loss | $ | (979,048 | ) | $ | (1,087,712 | ) | ||
| Loss per common share-Basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Weighted Average Number of Common Shares Outstanding Basic and diluted | 98,649,370 | 78,428,682 |
See accompanying notes to financial statements
| F-4 |
CyberloQ Technologies, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 2022 and December 31, 2021
| Common (Issued) | Common (Unissued) | Preferred Stock | Add'l Paid-In | Treasury |
Common Stock To be |
Accum. | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Stock | Redeemed | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | 74,044,515 | $ | 74,046 | - | $ | 130,140 | 30,000 | $ | 30 | $ | 4,652,123 | $ | - | $ | - | $ | (5,166,362 | ) | $ | (310,023 | ) | |||||||||||||||||||||||
| Proceeds from Issuance of Common Stock | 5,335,000 | 5,335 | 100,000 | 484,865 | - | 590,200 | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | 1,175,000 | 1,175 | 469,215 | - | 470,390 | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for stock subscription | 1,600,000 | 1,600 | (62,640 | ) | 70,258 | - | 9,218 | |||||||||||||||||||||||||||||||||||||
| Common stock for officers' fees | 600,000 | 600 | (67,500 | ) | 66,900 | - | ||||||||||||||||||||||||||||||||||||||
| Common stock to be issued for services | 107,500 | 107,500 | ||||||||||||||||||||||||||||||||||||||||||
| Stock subscription | 93,000 | 93,000 | ||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued for officers' fees | 92,400 | 92,400 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss for period ended December 31, 2021 | - | - | - | - | - | - | - | - | (1,087,712 | ) | (1,087,712 | ) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | 82,754,515 | $ | 82,756 | - | $ | 392,900 | 30,000 | $ | 30 | $ | 5,743,361 | - | - | $ | (6,254,074 | ) | $ | (35,027 | ) | |||||||||||||||||||||||||
| Common stock issued for cash | 26,136,540 | 26,136 | - | (163,314 | ) | 611,439 | 474,261 | |||||||||||||||||||||||||||||||||||||
| Common stock issued for services | 2,398,701 | 2,398 | 147,412 | 149,810 | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for settlement of debt | 7,500,000 | 7,500 | 327,500 | 335,000 | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for officers' fees | 300,000 | 300 | (92,400 | ) | 92,100 | - | ||||||||||||||||||||||||||||||||||||||
| Common stock to be issued officers' fees | 12,000 | 12,000 | ||||||||||||||||||||||||||||||||||||||||||
| Retirement of convertible debt | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
| Stock redeemed for officers' settlement | (50,000 | ) | (490,000 | ) | (540,000 | ) | ||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss for period ended December 31, 2022 | (979,048 | ) | (979,048 | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance, as of December 31, 2022 | 119,089,754 | $ | 119,090 | - | $ | 149,186 | 20,000 | $ | 20 | $ | 7,031,812 | $ | (50,000 | ) | $ | - | $ | (7,233,122 | ) | $ | 16,986 |
See accompanying notes to financial statements
| F-5 |
CyberloQ Technologies, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2022 and December 31, 2021
| 2022 | 2021 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (979,048 | ) | $ | (1,087,712 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of debt discount | 52,623 | - | ||||||
| Stock compensation | 350,643 | 460,708 | ||||||
| Loss on settlement with officer and director | 18,086 | - | ||||||
| Loss on settlement of debt | 195,216 | - | ||||||
| Loss on settlement of payables | 6,343 | |||||||
| Change in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | - | |||||||
| Deposits and prepaids | (32,436 | ) | (2,051 | ) | ||||
| Accounts payable and accrued expenses | (5,335 | ) | (62,780 | ) | ||||
| Accrued interest | 28,288 | 20,896 | ||||||
| Net Cash Used by Operating Activities | (371,963 | ) | (664,596 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Internal Software Development | (283,240 | ) | - | |||||
| Net Cash Used by Investing Activities | (283,240 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from Common Stock Issuance | 422,075 | 490,200 | ||||||
| Proceeds from common stock to be issued | 50,000 | 193,000 | ||||||
| Repayment of note principal | (2,100 | ) | (13,550 | ) | ||||
| Proceeds from note payable | 125,000 | 22,500 | ||||||
| Proceeds from convertible debt | 60,000 | |||||||
| Repurchase of common stock | (50,000 | ) | - | |||||
| Net Cash Provided by Financing Activities | 604,975 | 692,150 | ||||||
| Net Increase (Decrease) in Cash and Equivalents | (50,228 | ) | 27,554 | |||||
| Cash and Equivalents at Beginning of the Period | 54,295 | 26,741 | ||||||
| Cash and Equivalents at End of the Period | $ | 4,067 | $ | 54,295 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Interest Paid | $ | 2,500 | $ | - | ||||
| Income Taxes Paid | $ | - | $ | - | ||||
| NON-CASH DISCLOSURES | ||||||||
| Common stock issued for note payable | $ | 141,970 | $ | - | ||||
| Stock issued from to be issued | $ | 53,000 | $ | 130,140 | ||||
| Common stock issued for prepaid expense | $ | 119,260 | $ | 537,500 | ||||
| Common stock issued for accounts payable | $ | - | $ | 5,000 | ||||
| Beneficial conversion feature | $ | 110,000 | $ | - |
See accompanying notes to financial statements
| F-6 |
CyberloQ Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOrganization 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 intercompany accounts and transactions have been eliminated.
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| F-7 |
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of December 31, 2022 and 2021, the Company had nodeposits in excess of federally-insured limits.
Research and Development, Software Development Costs, and Internal Use Software Development Costs
Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are cancelled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate.
Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.
In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized.
During the years ended December 31, 2022 and 2021, we capitalized $283,240and zero, respectively, of development costs for the CyberloQ platform and we expensed zeroand $180,063, respectively, for expenditures on research and development. None was paid to related parties.
Fixed Assets, Intangibles and Long-Lived Assets
The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from threeto fifteen years.
The Company follows FASB ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. As of December 31, 2020, the Company wrote-off the book value of the Cyberloq technology software fixed asset and recorded software impairment expense of $321,735. Even though the software asset was written-off as impaired as of December 31, 2020, the software asset continued to be functionable but required updating the software programming code to current technology standards. During 2021, the Company developed and implemented a business plan to fully update the Cyberloq secure solution and feasibility of the software to meet the demands of the market. As of January 1, 2022, the Company's began capitalizing CyberloQ platform development costs which totaled $283,240as of December 31, 2022.
Revenue Recognition
Effective January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09 or ASC 606). The adoption of ASC 606 resulted in changes to the Company's accounting policies for revenue recognition previously recognized under ASC 605 (Legacy GAAP), as detailed below. However, since the Company had minimal revenue prior to adopting ASC 606, this policy change had no effect on any financial statements from prior periods, thus no adjustments have been made to any prior periods related to the adoption of ASC 606.
| F-8 |
Revenue Recognition Policy
Under ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performs the following steps:
1) Identify the contract(s) with a customer;
2) Identify the performance obligations in the contract;
3) Determine the transaction price;
4) Allocate the transaction price to the performance obligations in the contract; and
5) Recognize revenue when (or as) we satisfy a performance obligation.
The Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including CyberloQ Vault, and from licensing fees for the TurnScor product.
The revenue derived from the CyberloQ banking fraud technology products are comprised of two components. First, there is a development and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager's ecosystem in order to add the CyberloQ authentication to the bank's payment cards, website or digital service. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer's approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion of each milestone. Second, revenue from user fees are accrued monthly based on the number of individual cards and/or services used each month.
The revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer's approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone. Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month.
License fees generated by the nonexclusive licensing of the Company's TurnScor product are accrued monthly.
As of December 31, 2022 and December 31, 2021, the Company had $0in contract assets and contract liabilities.
Accounts Receivable
The Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company's best estimate of the amount of the probable credit losses related to the Company's existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
| F-9 |
The Company has adopted FASB ASC 820-10, "Fair Value Measurements and Disclosures." FASB ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815.
Segment Reporting
FASB ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment.
Advertising
Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2022 and 2021 was $8,418and $5,920, respectively.
Income Taxes
Deferred income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions.
Earnings (Loss) Per Share
Earnings per share is calculated in accordance with the FASB ASC 260-10, "Earnings Per Share." Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is antidilutive.
| F-10 |
At December 31, 2022 and 2021, the Company had nowarrants or options outstanding, 3,000,000convertible debt shares that could have been exercised and could have been dilutive to the existing number of shares issued and outstanding.
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.
Stock Based Compensation
The Company adopted FASB ASC Topic 718 - Compensation - Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy.
Leases
FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and, (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases. The standard became effective for calendar years beginning after December 15, 2018.
The Company has made an accounting policy election not to recognize right of use assets and lease liabilities that arise from short term leases for any class of asset.
In April, 2021, the Company entered into a 12-month lease for office space at a rate of $730per month, and paid a deposit of $1,415.
In May, 2022, the Company signed an addendum to the 12-month lease above to extend it for an additional year at a rate of $719per month.
Recent Accounting Pronouncements
None.
Reclassification
Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported.
NOTE 2 - FIXED ASSETSSoftware and computer equipment, recorded at cost, consisted of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| CyberloQ platform | $ | 283,240 | $ | - | ||||
| Software and computer equipment | $ | - | 736,500 | |||||
| Less: Accumulated depreciation | - | (414,675 | ) | |||||
| Impairment expense | - | (321,735 | ) | |||||
| Property and equipment, net | $ | 283,240 | $ | - |
| F-11 |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
The Company has incurred losses since Inception resulting in an accumulated deficit of $7,233,122as of December 31, 2022 that includes a loss of $979,048for the year ended December 31, 2022. Further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management anticipates that the Company will be dependent, for the near future, on additional debt and/or investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 4 - SETTLEMENT AGREEMENT AND RELATED LAWSUITOn February 28, 2022, the Company signed a Separation and Release of Claims Agreement with an employee, officer and director of the Company. The terms of the agreement are as follows:
| ● | The employee resigned from the Company's Board of Directors | |
| ● | The employee resigned his position as an officer of the Company, and his employment agreement was terminated | |
| ● | The employee assigned and transferred 10,000shares of preferred stock to be canceled and extinguished by the Company. A loss of $10was recorded | |
| ● | The Company will pay the $50,000as a severance payment. This was paid on the date of the agreement and a loss of $18,076was recorded; and | |
| ● | The Company and the employee entered into a Common Stock Redemption Agreement by which the Company will purchase 5,400,000shares of the Company's common stock owned by the employee at $0.10per share for a total of $540,000. The Company repurchased 500,000for $50,000at the date of the agreement and recorded a settlement liability of $490,000. |
| ○ | Payments under the Common Stock Redemption Agreement are as follows: |
| Date | Amount | Shares Redeemed | ||||||
| 02/28/22 | $ | 50,000 | 500,000 | |||||
| 09/01/22 | 163,333 | 1,633,333 | ||||||
| 03/01/23 | 163,333 | 1,633,333 | ||||||
| 09/01/23 | 163,333 | 1,633,334 | ||||||
| 09/13/22 Termination of Agreement | $ | (540,000 | ) | (5,400,000 | ) | |||
| Balance as of 09/30/22 | $ | - | - |
| F-12 |
On September 1, 2022, the Company failed to make the stock redemption payment of $163,333due under the agreement. Thereafter on September 13, 2022, as provided for by the agreement, the employee elected to declare the agreement terminated and null and void. As a result of the termination, all of the not-yet-redeemed shares became immediately freely transferable by the employee without restriction. The Company then released the restriction on the shares and eliminated the liabilities and shares to be redeemed on the balance sheet.
In November of 2022, the employee initiated a lawsuit currently pending in the Superior Court of New Jersey entitled Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22). The employee's lawsuit alleges that the Company breached the February 28, 2022 separation and common stock redemption agreements, and seeks an unspecified amount of monetary damages as well as a judgment of specific performance for the company to purchase the remaining shares of common stock owned by the employee. The Company believes that the employee's claims have no merit and intends to defend itself vigorously.
NOTE 5 - STOCKHOLDERS' EQUITYCommon Stock
The Company has 200,000,000shares of $.001par value common stock authorized as of December 31, 2022 and had 200,000,000shares of $.001par value common stock authorized as of December 31, 2021.
During 2022, the Company received $474,261in payment for 26,136,540shares of common stock; issued 2,398,701shares of common stock for services valued at $149,810; issued 7,500,000shares of common stock for settlement of debt and accrued interest of $335,000, which resulted in a loss of $195,216; issued 300,000shares to officers and directors, previously recorded as "to be issued". Also, the Company recorded $12,000for 200,000shares of common stock as "to be issued" for officers' compensation for 2022.
During 2021, the Company received $193,000in payment for 8,000,000shares of common stock that were recorded as "shares to be issued," received $490,200in payment for 5,335,000shares of common stock; issued 1,000,000shares of common stock to the Company's Advisory Board for future services valued at $482,500, (shares were recorded as prepaid expense and are being expensed over the term of the 12-month contract). Additionally, the Company: issued 175,000shares of common stock for services valued at $82,390; issued 1,600,000shares of common stock that had previously been recorded as "shares to be issued"; and, issued 600,000shares of common stock for officers' compensation previously recorded as "shares to be issued". Also, the Company recorded $92,400for 300,000shares of common stock as "to be issued" for officers' compensation for 2021.
Treasury Stock
The Company entered into a settlement agreement with a prior employee, officer and director resulting in treasury stock of 500,000shares valued at $50,000. See Note 4
Preferred Stock
The Company did not have any preferred stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated Series A Super Voting Preferred Stock (the "Series A Preferred Stock") consisting of thirty-thousand (30,000) shares at par value of $0.001per share. Certain rights, preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001per share; (b) except as otherwise required by law,holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000shares of the Series A Preferred Stock were issued in 2017. On February 28, 2022, the 10,000Series A Preferred Stock held by Mark Carten were redeemed by the Company and returned to treasury.
| F-13 |
On June 9, 2020, the Company received a 3.75% Economic Injury Disaster Loan from the Small Business Administration in the amount of $35,600. The loan has a term of thirty yearswith monthly payments of $174. During 2022, the Company repaid $2,100.
| Payment Obligations | ||||
| Amount | ||||
| 2023 | 2,088 | |||
| 2024 | 2,088 | |||
| 2025 | 2,088 | |||
| 2026 | 2,088 | |||
| 2027 to 2050 | 24,098 | |||
| Total | $ | 32,450 |
In June 2020, the Company entered into a 12-month lease for office space at 871 Venetia Bay Blvd Suite #228Venice, FL 34285. The monthly rent is $426per month. The Company paid a deposit of $500and the first month rent of $426for July in June 2020. All conditions have been met and paid by the Company. In September 2020, the lease was amended as the Company moved to Suite #228. The amended monthly rent is $639per month. The Company paid an additional deposit of $200for the new suite.
In April, 2021, the Company entered into a 12-month lease for office space at 4837 Swift Rd Sarasota, FL 34231 at a rate of $730per month. The Company paid a deposit of $685, first month rent of $730and last month's rent of $730.
In May, 2022, the Company signed an addendum to the 12-month lease above to extend it for an additional year at a rate of $719per month.
The Company has commission agreements as follows:
| ● | An agreement with a shareholder and director of the Company stating that the executive will be entitled to a two-and-a half-percent (2.5%) commission of the gross revenue recorded by the Company for any customer contracts that are closed by the Company at the time of and during the duration of the agreement. These commissions are payable quarterly upon receipt of customer revenues. | |
| ● | An agreement with two sales managers granting each manager a 1% commission on the gross revenue of the Company. These commissions are payable quarterly upon receipt of customer revenues. |
| F-14 |
Related Party and Stockholders Notes Payable
The following is a summary of related party and stockholder notes payable:
| For the Years Ended | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Notes payable - stockholder | $ | 35,000 | $ | 45,000 | ||||
| Convertible debt - stockholders | $ | 60,000 | $ | 0 | ||||
| Notes payable - related parties | $ | 150,000 | $ | 150,000 |
Notes Payable - Stockholders
On December 29, 2014, the Company entered into a partially-convertible promissory note with a stockholder in the amount of $35,000. In January of 2015, the stockholder partially-exercised its conversion option, and in May of 2016 the stockholder exercised the remainder of its conversion option. In December 2017, the remaining unpaid principal and interest due on the note was settled in full for a $50,000note and the Company recognized $151,324in gain on settlement of debt. The $50,000note has a current principal balance of $35,000, a stated interest rate of 0%, required payments of $5,000on or before June 10, 2019, $5,000on or before August 10, 2019 and the remainder due by the extended due date of September 15, 2019. As of December 31, 2022, the payments due have not been extended and the Company plans to repay the note in 2023.
On April 26, 2021, the Company entered into a promissory note with a stockholder in the amount of $10,000with a maturity date of May 1, 2023. The note bears interest of 12.5% computed on a 365-day year. The Company is required to begin making monthly payments in the amount of $937.50on May 1, 2022, continuing through April 1, 2023. The Company may prepay the note on or before May 1, 2022 by paying a prepayment penalty of $1,250. On June 1, 2022, the Company entered into a promissory note with a stockholder in the amount of $25,000 with a maturity date of June 3, 2023. The note bears interest of 12% computed on a 365-day year. The Company may prepay the note at any time. On June 28, 2022, the stockholder settled that note, as well a prior note in the amount of $10,000into 2,000,000shares of common stock.Convertible Notes - Stockholders
On April 26, 2021, the Company entered into a promissory note with a stockholder in the amount of $10,000with a maturity date of May 1, 2023. The note bears interest of 12.5% computed on a 365-day year. The Company is required to begin making monthly payments in the amount of $937.50on May 1, 2022, continuing through April 1, 2023. The Company may prepay the note on or before May 1, 2022 by paying a prepayment penalty of $1,250.
On June 1, 2022, the Company entered into a promissory note with a stockholder in the amount of $25,000with a maturity date of June 3, 2023. The note bears interest of 12% computed on a 365-day year. The Company may prepay the note at any time.
On June 28, 2022, the two above notes were settled into 2,000,000shares of common stock.
On December 8, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $30,000. The note bears interest of 12.0% computed on a 365-day year, and a maturity date of one year from the date that the full amount of the note is paid to the Company (December 20, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time. The conversion feature of the note represented beneficial conversion feature. The beneficial conversion with an intrinsic value of $30,000at December 8, 2022 was determined by subtracting the conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life of the loan.
On December 14, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $30,000. The note bears interest of 12.0% computed on a 365-day year, and a maturity date of one year from the date that the full amount of the note is paid to the Company (December 16, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time. The conversion feature of the note represented an beneficial conversion feature. A beneficial conversion with an intrinsic value of $30,000at December 14, 2022 was determined by subtracting the conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life of the loan.
Notes Payable - Related Parties
On September 20, 2021, the Company received a promissory note from a director in the amount of $12,500, with an interest rate of 0% and a maturity date of October 20, 2021. This note was repaid on October 8, 2021.
On December 31, 2021, the Company entered into a loan modification agreement with a 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 April 1, 2023. The Company was required to pay an extension penalty in the amount of $2,500. 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 $50,000plus accrued interest beginning July 1, 2023.
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 $50,000and accrued interest of $4,784was converted into 2,900,000shares 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 of12%, 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 2,600,000shares of common stock, which were recorded as "shares to be issued" and the debt discount was fully amortized. The 2,600,000shares were issued during the quarter ended September 30, 2022.
| F-15 |
At December 31, 2022, the Company had available federal net operating loss carry forwards to reduce future taxable income. The amount available was approximately $6,511,422for federal purposes. The federal net operating loss carry forwards begin to expire in 2029.Given the Company's history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. Accordingly, the Company has recognized a valuation allowance that offsets the deferred tax asset for this benefit.
FASB ASC Topic 740 - Income Taxes (formerly SFAS 109) requires that the Company establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with net operating loss carry forwards, the utilization of the Company's net operating loss carry-forward will likely be limited as a result of cumulative changes in stock ownership. The Company has not recognized a deferred asset and, as a result, the change in stock ownership will not result in any change to the valuation allowances. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time.
The provision for Federal income tax consists of the following:
| For the Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Net operating loss | $ | 174,140 | $ | 92,909 | ||||
| Less: valuation allowance | $ | (174,140 | ) | $ | (92,909 | ) | ||
| Provision for Federal tax benefit | $ | - | $ | - |
The Tax Cuts and Jobs Act of 2018 will reduce the dollar value of the net operating loss carry-forwards due to the corporate tax rate decrease to 21%. However, the actual benefit will remain because, if allowed, the losses from prior years will offset taxable income in future years regardless of the tax rate. The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| For the Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Deferred tax assets attributable to: | ||||||||
| Net operating loss carryover | $ | 1,367,399 | $ | 1,177,845 | ||||
| Less: valuation allowance | $ | (1,367,399 | ) | $ | (1,177,845 | ) | ||
| Net deferred tax assets | $ | - | $ | - |
The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is current on all income tax filings. The Company is subject to U.S. federal or state income tax examinations by tax authorities for three years following the filing of such returns. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOL's and tax credit carry forwards may be utilized in future periods, they remain subject to examination.
NOTE 10 -SUBSEQUENT EVENTSOn January 13, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $50,000. The note bears interest of 12.0% computed on a 365-day year and has a maturity date of January 13, 2024. At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time.
On January 19, 2023, the Company revised the employment contracts for Christopher Jackson and Enrico Giordano to remove the annual stock award of 100,000shares of the Company's common stock.
On February 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $10,000. The note bears interest of 12.0% computed on a 365-day year and has a maturity date of January 13, 2024. At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time.
On February 3, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $100,000. The note bears interest of 12.0% computed on a 365-day year and has a maturity date of January 13, 2024. At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time.
On February 10, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $50,000. The note bears interest of 12.0% computed on a 365-day year and has a maturity date of January 13, 2024. At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time.
On February 15, 2023, the Company issued 100,000shares of common stock for cash of $4,000.
On February 23, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $20,000. The note bears interest of 12.0% computed on a 365-day year and has a maturity date of January 13, 2024. At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $0.02per share. The Company may prepay the note at any time.
On February 23, 2023, the Company issued 1,000,000shares of common stock for cash of $40,000.
The employment contracts for Christopher Jackson and Enrico Giordano will be revised sometime in the next reporting cycle, either in the next formal filing, or as a subsequent event.
The Company is not aware of any other subsequent events through the date of this filing that require disclosure or recognition in these financial statements.
| F-16 |