Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
Management acknowledges insufficient liquidity from operations and possible need for additional financing despite expressing confidence in i
Management acknowledges insufficient liquidity from operations and possible need for additional financing despite expressing confidence in its plans.
Read the anchor · page 23
23
NOTE A-SUMMARY OF ACCOUNTING POLICIES
General
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial
statements follows:
Business and Basis of Presentation
Cyberlux Corporation (the "Company") is incorporated on May 17, 2000 under the laws of the State of Nevada. The
Company develops, manufactures and markets long- term portable lighting products for commercial and industrial users.
While the Company has generated revenues from its sale of products, the Company has incurred expenses, and sustained
losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. As
of December 31, 2021, the Company has accumulated losses of $28,676,552. Going forward, w
e intend to fully leverage
this net loss carry-forward and use this tax advantage to maximize our level of cash flow from operations as a
competitive advantage.
Revenue Recognition
Revenues are recognized in the period that products are provided. For revenue from product sales, the Company
recognizes revenue in accordance with FASB Accounting Standards Codification 605, "REVENUE
RECOGNITION SEC STAFF ACCOUNTING BULLETIN TOPIC 13" . ASC 605 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the
selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and
rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period
the related sales are recorded. The Company defers any revenue for which the product has not been delivered or
is subject to refund until such time that the Company and the customer jointly determine that the product has
been delivered or no refund will be required. At December 31, 2021 and 2020, the Company did not have any
deferred revenue.
ASC 605 incorporates Accounting Standards Codification 605-25, REVENUE REGOGNITION MULTIPLE-
ELEMENT ARRANGEMENTS. ASC 605-25 addresses accounting for arrangements that may involve the
delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing
EITF 00-21 on the Company’s financial position and results of operations was not significant.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments
purchased with a maturity date of three months or less to be cash equivalents.
quotationattribution
The issuer acknowledges that some contractual obligations were not completely fulfilled and says resulting payment plans avoided current bre
The issuer acknowledges that some contractual obligations were not completely fulfilled and says resulting payment plans avoided current breach.
Read the anchor · page 9
9
Infrastructure Technology Solutions (Cyberlux ITS), as the Cyberlux business platform that will drive the
execution and implementation of core Cyberlux infrastructure technology across global renewable energy and
infrastructure projects. The FBD team has extensive knowledge and experience in building telecommunications
infrastructure and software applications, and they bring expansive software development capabilities including
advanced software developers who have experience in building enterprise-level software solutions to assist us
in building the end- to-end UAS data management and analytics support infrastructure required by the
FlightGDN UAS platform. The FBD is already creating the growth engine for the Cyberlux ITS infrastructure
business across Europe and North and South America.
- We announced that the Cyberlux Corporation Board of Directors met and approved a plan for our CEO, Mark
Schmidt, and our CFO, David Downing, to contribute their 420 million shares of common stock back to the
Company’s Treasury. These shares are deducted from the Company’s Outstanding Share count and will help
offset the Company's aggressive acquisition and joint venture Business Roadmap. At a current market value
over $16 million, the 420 million share contribution is an important re -investment in the Cyberlux company
and a demonstration of our belief in the Company’s mission. We will be issued new Management Incentive
Award shares to replace this $16 million in share value, at the incentive price levels of $0.10 and $0.25 as share
price milestones.
- We announced the acquisition of HAVAS Group S.A.S., a Colombian registered company (not the media
company), to build out the Cyberlux renewable infrastructure capabili ty platform in South America. This
includes key financing, property, and personnel assets to accelerate the growth of the Cyberlux renewable
infrastructure business across South America, leveraging the capability of the FBD Group with expansion plans
next in Europe in 2022. With this acquisition, the Company has added significant capability to the Cyberlux
Infrastructure Technology Solutions (Cyberlux ITS) business unit to accelerate the execution and
implementation of the Company’s core renewable infrastru cture technology, including solar, wind and
hydroelectric infrastructure projects.
- We issued our Investor Relations Presentation for investors, shareholders and the Cyberlux community of
supporters to provide guidance and understanding of where we are headed and how we are accelerating our
growth over the next 5 years. We have continued to refresh and update this information which can be found on
our website: https://cyberlux.com/irdeck/
- We opened a n office in Miami for our North and South America Infrastructure Operations and Sales office,
located at 370 NE 75th St 126, Miami, FL 33138.
- We launched multiple new social media channels including Facebook, Instagram and YouTube, and we are
frequently communicating with our shareholders now, including monthly Q&A videos on our YouTube
channel.
- In Q3, w e launched the Company’s Operation Alpha growth plan, which has three top priorities: (1) drive
growth through aggressive business development, acquisitions and joint ventures; (2) address core target
markets with DoD products, new specialty technology capabilities, solar and renewables, and with emerging
infrastructure projects; and (3) gain immediate business velocity by achieving OTC Pink Current Information
status, continuing to build out the Company’s organization, focusing on the new business and the new product
pipeline, accelerating the South American projects and driving on our strategic IP development.
- On September 14, 2021, we gained full compliance with all the OTC Markets Pink requirements through our
Disclosure statements and Financial filings and achieved the Pink Current Information status. We met both
the OTC Markets and the SEC deadlines to operate and trade on OTC Markets. We also eliminated the shell
company indicator based on our Q2 business results.
- We also introduced our FlightGDN platform, a global UAS capabilities framework to harness the future of
UAS capabilities. FlightGDN is a proprietary technology platform to support compact, next-generation
military-grade UAS products and UAS solution packages. Encompassing both proprietary Cyberlux and
third-party technologies, including LED lighting, infrared night vision capability, thermal sensor technology,
observationobservation
December 31, 2021 reporting period; April 20, 2022 printed officer certifications.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
observationobservation
Reported revenue $8,107,592, net income $1,900,766 and operating cash outflow $1,358,863 are different measures.
Read the anchor · page 20
20
Years Ended December 31, 2021 and 2020
(Unaudited)
December 31, 2021 December 31, 2020
Revenue $ 8,107,592 $ -
Cost of goods sold 2,775,206 16,724
Gross margin (loss)
5,332,386
16,724
Operating Expenses:
Marketing and advertising 129,328 -
Depreciation and amortization - -
Research and development 177,726 -
General and administrative expenses 2,515,173 (106,908)
Total operating expenses 2,822,227 (106,908)
Income from operations 2,510,159 123,632
Other income/(expense)
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (391,816) (384,722)
Other Income 740 3,107,318
Net income/(loss) before provision for income taxes
and preferred dividend 2,119,083 2,846,228
Income taxes (benefit) 218,317
Net income/(loss) available to common stockholders $ 1,900,766 $ 2,846,228
Weighted average number of common shares
outstanding, basic 4,900,422,361 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements
observationobservation
Net common outstanding 5,751,417,345 after subtracting 420 million treasury shares; year-on-year change 1,270,141,767.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
assumptionassumption
Management expansion and tax-benefit expectations depend on successful future financing, conversion, contracts and taxable results despite t
Management expansion and tax-benefit expectations depend on successful future financing, conversion, contracts and taxable results despite the report own limitations.
claimallegation
The 41-page annual report covers December 31, 2021 and carries /s/ Mark D Schmidt and /s/ David D Downing certifications both dated April 20
The 41-page annual report covers December 31, 2021 and carries /s/ Mark D Schmidt and /s/ David D Downing certifications both dated April 20, 2022. The cover visually marks No for shell company, shell-status change and change in control; the native extraction missed the overlaid crosses. Those visible answers are preserved with original extraction retained.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
claimallegation
The report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards a
The report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.
Read the anchor · page 9
9
Infrastructure Technology Solutions (Cyberlux ITS), as the Cyberlux business platform that will drive the
execution and implementation of core Cyberlux infrastructure technology across global renewable energy and
infrastructure projects. The FBD team has extensive knowledge and experience in building telecommunications
infrastructure and software applications, and they bring expansive software development capabilities including
advanced software developers who have experience in building enterprise-level software solutions to assist us
in building the end- to-end UAS data management and analytics support infrastructure required by the
FlightGDN UAS platform. The FBD is already creating the growth engine for the Cyberlux ITS infrastructure
business across Europe and North and South America.
- We announced that the Cyberlux Corporation Board of Directors met and approved a plan for our CEO, Mark
Schmidt, and our CFO, David Downing, to contribute their 420 million shares of common stock back to the
Company’s Treasury. These shares are deducted from the Company’s Outstanding Share count and will help
offset the Company's aggressive acquisition and joint venture Business Roadmap. At a current market value
over $16 million, the 420 million share contribution is an important re -investment in the Cyberlux company
and a demonstration of our belief in the Company’s mission. We will be issued new Management Incentive
Award shares to replace this $16 million in share value, at the incentive price levels of $0.10 and $0.25 as share
price milestones.
- We announced the acquisition of HAVAS Group S.A.S., a Colombian registered company (not the media
company), to build out the Cyberlux renewable infrastructure capabili ty platform in South America. This
includes key financing, property, and personnel assets to accelerate the growth of the Cyberlux renewable
infrastructure business across South America, leveraging the capability of the FBD Group with expansion plans
next in Europe in 2022. With this acquisition, the Company has added significant capability to the Cyberlux
Infrastructure Technology Solutions (Cyberlux ITS) business unit to accelerate the execution and
implementation of the Company’s core renewable infrastru cture technology, including solar, wind and
hydroelectric infrastructure projects.
- We issued our Investor Relations Presentation for investors, shareholders and the Cyberlux community of
supporters to provide guidance and understanding of where we are headed and how we are accelerating our
growth over the next 5 years. We have continued to refresh and update this information which can be found on
our website: https://cyberlux.com/irdeck/
- We opened a n office in Miami for our North and South America Infrastructure Operations and Sales office,
located at 370 NE 75th St 126, Miami, FL 33138.
- We launched multiple new social media channels including Facebook, Instagram and YouTube, and we are
frequently communicating with our shareholders now, including monthly Q&A videos on our YouTube
channel.
- In Q3, w e launched the Company’s Operation Alpha growth plan, which has three top priorities: (1) drive
growth through aggressive business development, acquisitions and joint ventures; (2) address core target
markets with DoD products, new specialty technology capabilities, solar and renewables, and with emerging
infrastructure projects; and (3) gain immediate business velocity by achieving OTC Pink Current Information
status, continuing to build out the Company’s organization, focusing on the new business and the new product
pipeline, accelerating the South American projects and driving on our strategic IP development.
- On September 14, 2021, we gained full compliance with all the OTC Markets Pink requirements through our
Disclosure statements and Financial filings and achieved the Pink Current Information status. We met both
the OTC Markets and the SEC deadlines to operate and trade on OTC Markets. We also eliminated the shell
company indicator based on our Q2 business results.
- We also introduced our FlightGDN platform, a global UAS capabilities framework to harness the future of
UAS capabilities. FlightGDN is a proprietary technology platform to support compact, next-generation
military-grade UAS products and UAS solution packages. Encompassing both proprietary Cyberlux and
third-party technologies, including LED lighting, infrared night vision capability, thermal sensor technology,
claimallegation
The company says it achieved Pink Current status on September 14, 2021 and eliminated a shell indicator, while elsewhere saying it was never
The company says it achieved Pink Current status on September 14, 2021 and eliminated a shell indicator, while elsewhere saying it was never a shell under Rule 405. An OTC indicator and a legal definition may differ; no contradiction is adjudicated without original classifications. It reports no bankruptcy, current breach or legal matters and refers to unmet obligations resolved through payment plans. These are period-bound issuer representations, not later case status.
Read the anchor · page 9
9
Infrastructure Technology Solutions (Cyberlux ITS), as the Cyberlux business platform that will drive the
execution and implementation of core Cyberlux infrastructure technology across global renewable energy and
infrastructure projects. The FBD team has extensive knowledge and experience in building telecommunications
infrastructure and software applications, and they bring expansive software development capabilities including
advanced software developers who have experience in building enterprise-level software solutions to assist us
in building the end- to-end UAS data management and analytics support infrastructure required by the
FlightGDN UAS platform. The FBD is already creating the growth engine for the Cyberlux ITS infrastructure
business across Europe and North and South America.
- We announced that the Cyberlux Corporation Board of Directors met and approved a plan for our CEO, Mark
Schmidt, and our CFO, David Downing, to contribute their 420 million shares of common stock back to the
Company’s Treasury. These shares are deducted from the Company’s Outstanding Share count and will help
offset the Company's aggressive acquisition and joint venture Business Roadmap. At a current market value
over $16 million, the 420 million share contribution is an important re -investment in the Cyberlux company
and a demonstration of our belief in the Company’s mission. We will be issued new Management Incentive
Award shares to replace this $16 million in share value, at the incentive price levels of $0.10 and $0.25 as share
price milestones.
- We announced the acquisition of HAVAS Group S.A.S., a Colombian registered company (not the media
company), to build out the Cyberlux renewable infrastructure capabili ty platform in South America. This
includes key financing, property, and personnel assets to accelerate the growth of the Cyberlux renewable
infrastructure business across South America, leveraging the capability of the FBD Group with expansion plans
next in Europe in 2022. With this acquisition, the Company has added significant capability to the Cyberlux
Infrastructure Technology Solutions (Cyberlux ITS) business unit to accelerate the execution and
implementation of the Company’s core renewable infrastru cture technology, including solar, wind and
hydroelectric infrastructure projects.
- We issued our Investor Relations Presentation for investors, shareholders and the Cyberlux community of
supporters to provide guidance and understanding of where we are headed and how we are accelerating our
growth over the next 5 years. We have continued to refresh and update this information which can be found on
our website: https://cyberlux.com/irdeck/
- We opened a n office in Miami for our North and South America Infrastructure Operations and Sales office,
located at 370 NE 75th St 126, Miami, FL 33138.
- We launched multiple new social media channels including Facebook, Instagram and YouTube, and we are
frequently communicating with our shareholders now, including monthly Q&A videos on our YouTube
channel.
- In Q3, w e launched the Company’s Operation Alpha growth plan, which has three top priorities: (1) drive
growth through aggressive business development, acquisitions and joint ventures; (2) address core target
markets with DoD products, new specialty technology capabilities, solar and renewables, and with emerging
infrastructure projects; and (3) gain immediate business velocity by achieving OTC Pink Current Information
status, continuing to build out the Company’s organization, focusing on the new business and the new product
pipeline, accelerating the South American projects and driving on our strategic IP development.
- On September 14, 2021, we gained full compliance with all the OTC Markets Pink requirements through our
Disclosure statements and Financial filings and achieved the Pink Current Information status. We met both
the OTC Markets and the SEC deadlines to operate and trade on OTC Markets. We also eliminated the shell
company indicator based on our Q2 business results.
- We also introduced our FlightGDN platform, a global UAS capabilities framework to harness the future of
UAS capabilities. FlightGDN is a proprietary technology platform to support compact, next-generation
military-grade UAS products and UAS solution packages. Encompassing both proprietary Cyberlux and
third-party technologies, including LED lighting, infrared night vision capability, thermal sensor technology,
claimallegation
The issuer claims 21 full-time and 70 contract workers across five countries, $177,726 R&D, new patent work, government sales and distributo
The issuer claims 21 full-time and 70 contract workers across five countries, $177,726 R&D, new patent work, government sales and distributor fulfilment including USSOCOM, and necessary product approvals. It lists five issued lighting patents and prospective further applications, considers suppliers proprietary, and describes manufacturing across regions. The report supplies no contract-level award ledger, patent assignments, clearance decision or proof of current capacity. Claimed ownership is distinct from original title evidence.
Read the anchor · page 12
12
12. Deregistration
On May 10, 2011, we filed a Form 15 with the SEC to terminate the registration of our common stock
and suspend our reporting obligations under the Exchange Act, which has become effective. We intend to
continue to provide information to our stockholders and to take such actions within our control to enable
our common stock to be quoted on the OTC Markets so that our stockholders will have a place to trade
their shares. There is no guarantee, however, that a broker will continue to make a market in our common
stock, that we will be able to take the actions required to enable our shares to be quoted on the OTC
Markets, or that trading of our common stock will continue on the OTC Markets or otherwise.
B. Business of Issuer.
1. The Issuer's primary and secondary SIC Codes:
The Primary SIC Code for the Issuer is: 3674 Semi-conductors and related devices.
2. If the issuer has never conducted operations, is in the development stage, or is currently conducting operations:
The Issuer is currently conducting operations.
3. If the issuer is considered a "shell company" pursuant to Securities Act Rule 405
The Issuer has never been considered a shell company pursuant to Securities Act Rule 405.
4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its method of operation,
its ownership, and whether it is included in the financial statements attached to this disclosure statement:
During 2021, the Company has acquired CMTC Drone Solutions LLC, FBD Group SHPK, HAVAS
Group S.A.S., and Kreantix SHPK. These are operating subsidiaries performing their specific business operations
and each operation is included in the financial statements attached. Over time, the Company intends to
consolidate each firm into Cyberlux Corporation proper.
5. The effect of existing or probable governmental regulations on the business:
None.
6. An estimate of the amount spent during each of the last two fiscal years on research and development activities,
and, if applicable, the extent to which the cost of such activities are borne directly by customers:
We have directly invested $177,726 on research and development projects over the last fiscal year to develop new
products or refine current products for customer requirements. We anticipate continuing to incur direct and indirect
research and development expenditures in connection with the development of our four business units, Digital
Platform Solutions, Unmanne d Aircraft Solutions, Infrastructure Technology Solutions and Advance Lighting
Solutions and the related capability over next twelve months. Further, the Company had six new patent filings in
process for 2021 and anticipates at least ten new patent filings in 2022 for technology developments across the four
business units. Additionally, we have ongoing patentable technology development in the three related fields of use.
These projected expenditures are dependent upon our generating revenues and allocating our existing capital
resources to research and development.
7. Costs and effects of compliance with environmental laws (federal, state and local):
None.
claimallegation
The officer table names Schmidt, Ringo, Downing and Goodman. Biographies contain an older Ringo-chairman description alongside the table nam
The officer table names Schmidt, Ringo, Downing and Goodman. Biographies contain an older Ringo-chairman description alongside the table naming Schmidt chairman. Compensation is introduced as 2021/2020 but the visible table is labelled 2022/2021: Schmidt $125,000 each; Ringo $50,000 each; Downing $102,000/$66,000; totals $277,000/$241,000. No period correction is silently supplied, and accrued compensation is not proved paid.
Read the anchor · page 15
15
4. U.S. Patent No. 7,355,349, issued April 8, 2008, which is entitled Apparatus and Methods for Providing
Emergency Safety Lighting for transforming an existing electrical wall outlet into an emergency lighting
system.
5. U.S. Patent No. 7,452,099, issued November 18, 2008, which is entitled Portable Lighting Device and
embodies portable LED lighting devices comprised of a body, a handle, a user interface and a pivotal support
of a lighting element assembly.
In addition, the Company has two pending patents for Portable Lighting Devices and Multi -Mode Illumination
presently filed as United States patent applications, with anticipation of these patent being granted during 2022 .
Further, the Company anticipates at least six new patent filings for technology developments in three related fields
of use, and patentable technology development has begun in ten other anticipated filings for these fields of use.
H. The need for any government approval of principal products or services. Discuss the status of any requested
government approvals.
We have no pending approvals required to sell our products to our customers. Our products have all necessary
approvals.
Item 10. The nature and extent of the issuer's facilities.
We maintain our principal office at 800 Park Offices Drive, S uite 3209, Research Triangle Park, North Carolina
27709. Our telephone number at that office is (9 84) 683-6894 and our facsimile number is (919) 687- 2911. We
believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any
difficulty securing alternative or additional space, as needed, on terms acceptable to us. We maintain websites at
www.cyberlux.com. The information contained on the website is not deemed to be a part of this annual report.
Part D Management Structure and Financial Information
Item 11. The name of the chief executive officer, members of the board of directors, as well as control
persons.
A. Officers and Directors.
Set forth below are the directors and executive officers of the Company, their ages and positions held with the
Company. The address for each director and executive officer is our principle executive offices, located at 800
Park Offices Drive, Suite 3209, Research Triangle, NC 27709.
Name Age Position .
Mark D. Schmidt 57 President, Chief Executive Officer and Chairman of the Board Director
John W. Ringo 77 Director, Secretary and Corporate Counsel
David D. Downing 72 Chief Financial Officer, Treasurer and Director
Aaron Goodman 60 Director, Acquisition Strategy
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected
claimallegation
The issuer answers None to enumerated disciplinary events, family relationships, conflicts and 5%-plus common holders. It reports no investm
The issuer answers None to enumerated disciplinary events, family relationships, conflicts and 5%-plus common holders. It reports no investment banker or promoter while naming Flying V Group for both PR and investor relations. Those functions and issuer labels should not automatically be equated, and the negative disclosures are not independent absence checks.
Read the anchor · page 17
17
Name and
principal
position Year
Salary
($)
Bonus
($)
Stock
awards
($)
Option
awards
($)
Nonequity
incentive plan
compensation
($)
Nonqualified
deferred
compensation
earnings
($)
All other
compensation
($)
Total
($)
Mark D Schmidt -
CEO
2022
2021
$125,000
$125,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$125,000
$125,000
John Ringo -
Secretary & Corp
Counsel
2022
2021
$50,000
$50,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$50,000
$50,000
David Downing –
CFO
2022
2021
$102,000
$66,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$102,000
$66,000
Total 2022
2021
$277,000
$241,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$277,000
$241,000
B. Legal/Disciplinary History.
During the past five years, none of our executive officers or directors has been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding
traffic violations and other minor offenses);
None.
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of
competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such
person’s involvement in any type of business, securities, commodities, or banking activities;
None.
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the Commodity
Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or
commodities law, which finding or judgment has not been reversed, suspended or vacated;
None.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or
otherwise limited such person’s involvement in any type of business or securities activities.
None.
C. Disclosure of Family Relationships. Describe any family relationships among and between the issuer's directors,
claimallegation
The unaudited balance sheet reports cash $3,530,317, receivables $2,677,300, inventory $271,200, other current assets $1,569,561 and total a
The unaudited balance sheet reports cash $3,530,317, receivables $2,677,300, inventory $271,200, other current assets $1,569,561 and total assets $9,327,043. Current liabilities are $5,782,184; related notes $3,001,720; non-related notes $6,199,953; deferred revenue $62,183; and long-term liabilities $9,263,855. The reported equity deficiency is $5,853,896, with $134,900 Series A classified separately in the notes.
Read the anchor · page 18
18
officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than five
percent (5%) of any class of the issuer's equity securities:
None.
D. Disclosure of Related Party Transactions. Any transaction during the issuer's last two full fiscal years and the current
fiscal year or any currently proposed transaction, involving the issuer, in which (i) the amount involved exceeds the lesser
of $120,000 or one percent of the average of the issuer's total assets at year-end for its last three fiscal years and (ii) any
related person had or will have a direct or indirect material interest:
Please refer to the table shown in Item 12 Note F - Related Party Transactions.
E. Disclosure of Conflicts of Interest
None.
Item 12. Financial information for the issuer's most recent fiscal period
The fiscal year-end 2021 financial statement, including the Consolidated Balance Sheet, Statement of Operations,
Statement of Cash Flow, Changes in Shareholder Equity, and Financial Statement Footnotes, are appended to this
Annual Report.
The Financial Statements as of December 31, 2021 are included below:
Condensed Consolidated Balance Sheet
Fiscal Years Ended December 31, 2021 and December 31, 2020
(Unaudited)
December 31, 2021 December 31, 2020
Assets
Current assets:
Cash & cash equivalents $ 3,530,317 $ -
Investment - restricted use - -
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 2,677,300 -
Inventory 271,200 78,838
Other current assets 1,569,561 -
Total current assets 8,048,377 78,838
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively 828,666 -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974 respectively - -
Notes Receivable -
Investment in Subsidiaries 450,000 -
Total Assets $ 9,327,043 $ 78,838
claimallegation
Several differences cluster around $3,000: the statement and roll-forward deficit is $28,679,552 but narrative/tax/going-concern sections us
Several differences cluster around $3,000: the statement and roll-forward deficit is $28,679,552 but narrative/tax/going-concern sections use $28,676,552; operating expenses total $2,822,227 in the statement but $2,819,227 in MD&A; the liquidity note labels $2,122,083 as operating income, whereas the statement has operating income $2,510,159, pretax income $2,119,083 and net $1,900,766. The $2,122,083 is $3,000 above pretax, not the statement operating total. All reported values are retained, without inferring which is correct.
Read the anchor · page 19
19
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 2,698,767 1,081,962
Accrued interest 1,376,471 1,431,345
Accrued liabilities 1,706,946 2,208,404
Total current liabilities 5,782,184 4,721,711
Long-term liabilities:
Notes payable, related parties 3,001,720 3,215,144
Notes payable, non-related parties 6,199,953 2,203,354
Deferred Revenues 62,183
Total long-term liabilities 9,263,855 5,418,498
Deficiency Stockholders' equity:
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2021 and December 31, 2020 respectively 134,900 134,900
Class B Preferred, 100,000,000 and 100,000,000 shares issued and
outstanding as of December 31, 2021 and December 31, 2020 respectively 100,000 100,000
Class C Preferred, 150,000 and 150,000 shares issued and 150 150
outstanding as of December 31, 2021 and December 31, 2020 respectively
Common stock, $0.001 par value, 8,750,000,000 shares 6,171,417 4,481,276
authorized, 6,171,417,345 and 4,481,275,578 shares issued
and outstanding as of December 31, 2021 and December 31,2020 respectively
Treasury Stock (420,000) -
Additional paid-in capital 16,974,089 17,537,501
Accumulated deficit (28,679,552) (32,315,198)
Deficiency in stockholders' equity (5,853,896) (10,196,271)
Total liabilities and (deficiency) in stockholders' equity $ 9,327,043 $ 78,838
The accompanying notes are an integral part of these financial statements
Condensed Statements of Consolidated Operations
claimallegation
The operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating incom
The operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating income $2,510,159, interest expense $391,816, other income $740, pretax $2,119,083, tax expense $218,317 and net income $1,900,766. The numeric chain reconciles within this statement, though narrative labels and amounts differ. No independent audit opinion is supplied.
Read the anchor · page 20
20
Years Ended December 31, 2021 and 2020
(Unaudited)
December 31, 2021 December 31, 2020
Revenue $ 8,107,592 $ -
Cost of goods sold 2,775,206 16,724
Gross margin (loss)
5,332,386
16,724
Operating Expenses:
Marketing and advertising 129,328 -
Depreciation and amortization - -
Research and development 177,726 -
General and administrative expenses 2,515,173 (106,908)
Total operating expenses 2,822,227 (106,908)
Income from operations 2,510,159 123,632
Other income/(expense)
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (391,816) (384,722)
Other Income 740 3,107,318
Net income/(loss) before provision for income taxes
and preferred dividend 2,119,083 2,846,228
Income taxes (benefit) 218,317
Net income/(loss) available to common stockholders $ 1,900,766 $ 2,846,228
Weighted average number of common shares
outstanding, basic 4,900,422,361 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements
claimallegation
The comparative 2020 column repeats zero revenue, positive $16,724 gross margin despite $16,724 cost, negative expenses and $123,632 operati
The comparative 2020 column repeats zero revenue, positive $16,724 gross margin despite $16,724 cost, negative expenses and $123,632 operating income, together with $3,107,318 other income. These are repeated issuer figures, not independent corroboration of the separately reviewed 2020 report.
Read the anchor · page 20
20
Years Ended December 31, 2021 and 2020
(Unaudited)
December 31, 2021 December 31, 2020
Revenue $ 8,107,592 $ -
Cost of goods sold 2,775,206 16,724
Gross margin (loss)
5,332,386
16,724
Operating Expenses:
Marketing and advertising 129,328 -
Depreciation and amortization - -
Research and development 177,726 -
General and administrative expenses 2,515,173 (106,908)
Total operating expenses 2,822,227 (106,908)
Income from operations 2,510,159 123,632
Other income/(expense)
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (391,816) (384,722)
Other Income 740 3,107,318
Net income/(loss) before provision for income taxes
and preferred dividend 2,119,083 2,846,228
Income taxes (benefit) 218,317
Net income/(loss) available to common stockholders $ 1,900,766 $ 2,846,228
Weighted average number of common shares
outstanding, basic 4,900,422,361 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements
claimallegation
Reported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending
Reported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.
Read the anchor · page 21
21
Condensed Consolidated Statement of Cash Flow
For The Years Ended December 31, 2021 and 2020
Year To Date
December 31
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders $ 1,900,766 $ 2,846,228
Adjustments to reconcile net income (loss)
Depreciation - -
Common stock issued in settlement of debt 56,938 -
Accounts receivable (2,677,300) -
Inventories (192,362) -
Prepaid expenses and other assets (1,569,561) -
Accounts payable 1,616,805 92,753
Accrued liabilities (556,332) (255,810)
Other liabilities 62,183
Net cash (used in) operating activities (1,358,863) 2,683,171
Investment in property, plant & equipment (828,666)
Investment in subsidiaries (450,000)
CASH FLOWS FROM INVESTING ACTIVITIES (1,278,666) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock in exchange for services 313,359 -
Proceeds from the sale of common stock for working capital 522,440
Proceeds from the sale of common stock for invmt in subsidiaries 200,000
Net proceeds (payments) from borrowing on a long-term basis 3,996,599 (3,076,184)
Net proceeds (payments) from notes payable, related parties (213,424) 392,982
Gain on Acquisitions 1,735,872
Net proceeds (payments) from preferred B conversion 33,000 -
Common Stock returned to the treasury (420,000)
Net cash provided by financing activities 6,167,845 (2,683,202)
Net increase in cash and cash equivalents 3,530,317 (31)
Cash and cash equivalents at beginning of period - 31
Cash and cash equivalents at end of period 3,530,317 -
Supplemental disclosures
Interest Paid $ - $ -
Income taxes paid $ - $ -
NON-CASH INVESTING AND FINANCING ACTIVITIES:
claimallegation
The headline common outstanding is 5,751,417,345, versus 4,481,275,578 in 2020, an increase of 1,270,141,767. The balance sheet/roll-forward
The headline common outstanding is 5,751,417,345, versus 4,481,275,578 in 2020, an increase of 1,270,141,767. The balance sheet/roll-forward lists 6,171,417,345 gross common shares and 420 million treasury shares; subtraction exactly reconciles to the headline. Those gross and net figures should not be falsely treated as an unexplained discrepancy. Authorised common is 8.75 billion, float 4,097,569,970 and record holders 334.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
claimallegation
The equity roll-forward includes acquisition gain $1,735,872, largely in accumulated deficit, as well as a treasury-share return; both also
The equity roll-forward includes acquisition gain $1,735,872, largely in accumulated deficit, as well as a treasury-share return; both also appear among financing cash-flow lines. The report does not explain how those entries represent cash. Quarterly net results $193,439, $194,524, negative $423,383 and $1,936,186 sum to annual $1,900,766; the separate acquisition gain explains additional movement in accumulated deficit. It must not be mistaken for omitted annual net income merely because it appears in the equity bridge.
Read the anchor · page 21
21
Condensed Consolidated Statement of Cash Flow
For The Years Ended December 31, 2021 and 2020
Year To Date
December 31
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders $ 1,900,766 $ 2,846,228
Adjustments to reconcile net income (loss)
Depreciation - -
Common stock issued in settlement of debt 56,938 -
Accounts receivable (2,677,300) -
Inventories (192,362) -
Prepaid expenses and other assets (1,569,561) -
Accounts payable 1,616,805 92,753
Accrued liabilities (556,332) (255,810)
Other liabilities 62,183
Net cash (used in) operating activities (1,358,863) 2,683,171
Investment in property, plant & equipment (828,666)
Investment in subsidiaries (450,000)
CASH FLOWS FROM INVESTING ACTIVITIES (1,278,666) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock in exchange for services 313,359 -
Proceeds from the sale of common stock for working capital 522,440
Proceeds from the sale of common stock for invmt in subsidiaries 200,000
Net proceeds (payments) from borrowing on a long-term basis 3,996,599 (3,076,184)
Net proceeds (payments) from notes payable, related parties (213,424) 392,982
Gain on Acquisitions 1,735,872
Net proceeds (payments) from preferred B conversion 33,000 -
Common Stock returned to the treasury (420,000)
Net cash provided by financing activities 6,167,845 (2,683,202)
Net increase in cash and cash equivalents 3,530,317 (31)
Cash and cash equivalents at beginning of period - 31
Cash and cash equivalents at end of period 3,530,317 -
Supplemental disclosures
Interest Paid $ - $ -
Income taxes paid $ - $ -
NON-CASH INVESTING AND FINANCING ACTIVITIES:
claimallegation
The balance sheet reports $62,183 deferred revenue, but the revenue policy says no deferred revenue at December 31, 2021 or 2020. This is a
The balance sheet reports $62,183 deferred revenue, but the revenue policy says no deferred revenue at December 31, 2021 or 2020. This is a specific internal disclosure inconsistency; the underlying customer-contract schedule is needed to resolve it.
Read the anchor · page 19
19
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 2,698,767 1,081,962
Accrued interest 1,376,471 1,431,345
Accrued liabilities 1,706,946 2,208,404
Total current liabilities 5,782,184 4,721,711
Long-term liabilities:
Notes payable, related parties 3,001,720 3,215,144
Notes payable, non-related parties 6,199,953 2,203,354
Deferred Revenues 62,183
Total long-term liabilities 9,263,855 5,418,498
Deficiency Stockholders' equity:
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2021 and December 31, 2020 respectively 134,900 134,900
Class B Preferred, 100,000,000 and 100,000,000 shares issued and
outstanding as of December 31, 2021 and December 31, 2020 respectively 100,000 100,000
Class C Preferred, 150,000 and 150,000 shares issued and 150 150
outstanding as of December 31, 2021 and December 31, 2020 respectively
Common stock, $0.001 par value, 8,750,000,000 shares 6,171,417 4,481,276
authorized, 6,171,417,345 and 4,481,275,578 shares issued
and outstanding as of December 31, 2021 and December 31,2020 respectively
Treasury Stock (420,000) -
Additional paid-in capital 16,974,089 17,537,501
Accumulated deficit (28,679,552) (32,315,198)
Deficiency in stockholders' equity (5,853,896) (10,196,271)
Total liabilities and (deficiency) in stockholders' equity $ 9,327,043 $ 78,838
The accompanying notes are an integral part of these financial statements
Condensed Statements of Consolidated Operations
claimallegation
The displayed current-asset/liability totals produce a 2021 surplus of $2,266,193. MD&A compares this to a purported 2020 working-capital de
The displayed current-asset/liability totals produce a 2021 surplus of $2,266,193. MD&A compares this to a purported 2020 working-capital deficit $10,061,370, but the shown 2020 current assets $78,838 minus current liabilities $4,721,711 equal negative $4,642,873. The different concept or figure is not silently normalised.
Read the anchor · page 18
18
officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than five
percent (5%) of any class of the issuer's equity securities:
None.
D. Disclosure of Related Party Transactions. Any transaction during the issuer's last two full fiscal years and the current
fiscal year or any currently proposed transaction, involving the issuer, in which (i) the amount involved exceeds the lesser
of $120,000 or one percent of the average of the issuer's total assets at year-end for its last three fiscal years and (ii) any
related person had or will have a direct or indirect material interest:
Please refer to the table shown in Item 12 Note F - Related Party Transactions.
E. Disclosure of Conflicts of Interest
None.
Item 12. Financial information for the issuer's most recent fiscal period
The fiscal year-end 2021 financial statement, including the Consolidated Balance Sheet, Statement of Operations,
Statement of Cash Flow, Changes in Shareholder Equity, and Financial Statement Footnotes, are appended to this
Annual Report.
The Financial Statements as of December 31, 2021 are included below:
Condensed Consolidated Balance Sheet
Fiscal Years Ended December 31, 2021 and December 31, 2020
(Unaudited)
December 31, 2021 December 31, 2020
Assets
Current assets:
Cash & cash equivalents $ 3,530,317 $ -
Investment - restricted use - -
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 2,677,300 -
Inventory 271,200 78,838
Other current assets 1,569,561 -
Total current assets 8,048,377 78,838
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively 828,666 -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974 respectively - -
Notes Receivable -
Investment in Subsidiaries 450,000 -
Total Assets $ 9,327,043 $ 78,838
claimallegation
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contac
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contact attempts and retirement on counsel advice. It also says $3,107,318 and $5,250,000 were already written down in 2020/2019, exhausting $8,357,318, while the 2021 operations statement shows only $740 other income. This does not establish an additional 2021 $3.1 million gain; period and extinguishment records are needed.
Read the anchor · page 20
20
Years Ended December 31, 2021 and 2020
(Unaudited)
December 31, 2021 December 31, 2020
Revenue $ 8,107,592 $ -
Cost of goods sold 2,775,206 16,724
Gross margin (loss)
5,332,386
16,724
Operating Expenses:
Marketing and advertising 129,328 -
Depreciation and amortization - -
Research and development 177,726 -
General and administrative expenses 2,515,173 (106,908)
Total operating expenses 2,822,227 (106,908)
Income from operations 2,510,159 123,632
Other income/(expense)
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (391,816) (384,722)
Other Income 740 3,107,318
Net income/(loss) before provision for income taxes
and preferred dividend 2,119,083 2,846,228
Income taxes (benefit) 218,317
Net income/(loss) available to common stockholders $ 1,900,766 $ 2,846,228
Weighted average number of common shares
outstanding, basic 4,900,422,361 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements
claimallegation
Policies describe delivery and collectability, estimates, currency translation, inventories, R&D, share compensation, fair value and a singl
Policies describe delivery and collectability, estimates, currency translation, inventories, R&D, share compensation, fair value and a single segment despite four business units. They remain issuer descriptions, not independent confirmation of correct standards application or a requirement that every business unit be a separate accounting segment.
Read the anchor · page 23
23
NOTE A-SUMMARY OF ACCOUNTING POLICIES
General
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial
statements follows:
Business and Basis of Presentation
Cyberlux Corporation (the "Company") is incorporated on May 17, 2000 under the laws of the State of Nevada. The
Company develops, manufactures and markets long- term portable lighting products for commercial and industrial users.
While the Company has generated revenues from its sale of products, the Company has incurred expenses, and sustained
losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. As
of December 31, 2021, the Company has accumulated losses of $28,676,552. Going forward, w
e intend to fully leverage
this net loss carry-forward and use this tax advantage to maximize our level of cash flow from operations as a
competitive advantage.
Revenue Recognition
Revenues are recognized in the period that products are provided. For revenue from product sales, the Company
recognizes revenue in accordance with FASB Accounting Standards Codification 605, "REVENUE
RECOGNITION SEC STAFF ACCOUNTING BULLETIN TOPIC 13" . ASC 605 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the
selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and
rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period
the related sales are recorded. The Company defers any revenue for which the product has not been delivered or
is subject to refund until such time that the Company and the customer jointly determine that the product has
been delivered or no refund will be required. At December 31, 2021 and 2020, the Company did not have any
deferred revenue.
ASC 605 incorporates Accounting Standards Codification 605-25, REVENUE REGOGNITION MULTIPLE-
ELEMENT ARRANGEMENTS. ASC 605-25 addresses accounting for arrangements that may involve the
delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing
EITF 00-21 on the Company’s financial position and results of operations was not significant.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments
purchased with a maturity date of three months or less to be cash equivalents.
claimallegation
Inventory comprises $27,038 parts and $244,162 finished goods with zero obsolescence allowance. Equipment notes total $828,667 versus $828,6
Inventory comprises $27,038 parts and $244,162 finished goods with zero obsolescence allowance. Equipment notes total $828,667 versus $828,666 on the balance sheet; depreciation and patent amortisation are zero and patent carrying value zero. R&D $177,726 and marketing $129,328 are reported expenses, not independently verified cash paid.
Read the anchor · page 24
24
Foreign Currency Translation
The Company translates the foreign currency financial statements in accordance with the requirements of Accounting
Standards Codification 830, "Foreign Currency Matters." Assets and liabilities are translated at current exchange rates, and
related revenue and expenses are translated at average ex change rates in effect during the period. Resulting translation
adjustments are recorded as a separate component in stockholders' equity. Foreign currency translation gains and losses
are included in the statement of operations.
Accounts Receivables
Accounts Receivable are shown at December 31, 20 21 and December 31, 2020 net of Allowance for Doubtful Accounts
in the amounts of $-0- and $-0-. Our policy is to provide an allowance when an Account becomes greater than 90 days
past due. An account is charged off when it is determined by management to be uncollectible.
Inventories
Inventories are stated at the lower of cost or market determined by the average cost method. The Company provides
inventory allowances based on estimates of obsol ete inventories. Inventories consist of products available for sale to
distributors and customers as well as raw material.
Components of inventories as of December 31, 2021 and 2020 are as follows:
2021 2020
Component parts $ 27,038 $ 7,663
Finished goods 244,162 71,175
0 0
Less: allowance for obsolete inventory 0 0
$ 271,200 $ 78,838
Property and Equipment
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated
depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is
reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using
the straight-line method over their estimated useful lives as follows:
Furniture and fixtures 7 years
Office equipment 3 to 5 years
Leasehold improvements 5 years
Manufacturing equipment 3 years
Depreciation expense totaled $ -0- and $-0- for the years ended December 31, 2021 and 2020, respectively.
Advertising costs
The Company expenses all costs of marketing and advertising as incurred. Marketing and advertising costs totaled $
129,328 and $-0- for the years ended December 31, 2021 and 2020, respectively.
claimallegation
The claimed loss carry-forward advantage is qualified by a full $28,676,552 reserve and net deferred tax asset zero, possible ownership limi
The claimed loss carry-forward advantage is qualified by a full $28,676,552 reserve and net deferred tax asset zero, possible ownership limitations, uncertain future growth and acknowledged insufficient operating liquidity. Management confidence and future financing intentions do not establish usable tax value or current solvency.
Read the anchor · page 23
23
NOTE A-SUMMARY OF ACCOUNTING POLICIES
General
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial
statements follows:
Business and Basis of Presentation
Cyberlux Corporation (the "Company") is incorporated on May 17, 2000 under the laws of the State of Nevada. The
Company develops, manufactures and markets long- term portable lighting products for commercial and industrial users.
While the Company has generated revenues from its sale of products, the Company has incurred expenses, and sustained
losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. As
of December 31, 2021, the Company has accumulated losses of $28,676,552. Going forward, w
e intend to fully leverage
this net loss carry-forward and use this tax advantage to maximize our level of cash flow from operations as a
competitive advantage.
Revenue Recognition
Revenues are recognized in the period that products are provided. For revenue from product sales, the Company
recognizes revenue in accordance with FASB Accounting Standards Codification 605, "REVENUE
RECOGNITION SEC STAFF ACCOUNTING BULLETIN TOPIC 13" . ASC 605 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the
selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and
rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period
the related sales are recorded. The Company defers any revenue for which the product has not been delivered or
is subject to refund until such time that the Company and the customer jointly determine that the product has
been delivered or no refund will be required. At December 31, 2021 and 2020, the Company did not have any
deferred revenue.
ASC 605 incorporates Accounting Standards Codification 605-25, REVENUE REGOGNITION MULTIPLE-
ELEMENT ARRANGEMENTS. ASC 605-25 addresses accounting for arrangements that may involve the
delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing
EITF 00-21 on the Company’s financial position and results of operations was not significant.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments
purchased with a maturity date of three months or less to be cash equivalents.
claimallegation
Note E retains Series A redemption/outside-equity treatment, conditional dividends and protective rights; Series B accumulated dividends of
Note E retains Series A redemption/outside-equity treatment, conditional dividends and protective rights; Series B accumulated dividends of $1,416,000 and reported Downing conversion/reissue; and Series C historical figures and conditional 5% dividends. A 2008 Series C outstanding count is not a 2021 balance, and descriptive rights require the underlying instruments before legal conclusions.
Read the anchor · page 29
29
NOTE C- ACCOUNTS PAYABLE AND LIABILITIES
Accounts payable and accrued liabilities at December 31, 2021 and 2020 are as follows:
2021 2020
Accounts payable $ 2,698,767 $ 1,081,962
Accrued interest 1,376,471 1,431,345
Accrued payroll and payroll taxes 1,706,946 2,208,404
Other accrued liabilities 0 0
Total $ 5,782,184 $ 4,721,711
NOTE E - STOCKHOLDER'S EQUITY
Series A - Convertible Preferred stock
The Company has also authorized 100,000,000 shares of Preferred Stock, with a par value of $.001 per share.
On December 31, 2003, the Company filed a Certificate of Designation creating a Series A Convertible Preferred Stock
classification for 200 shares.
The Series A Preferred stated conversion price of $.10 per shares is subject to certain anti-dilution provisions in the event
the Company issues shares of its common stock or common stock equivalents below the stated conversion price. Changes
to the conversion price are charged to operations and included in unrealized gain (loss) relating to adjustment of derivative
and warrant liability to fair value of underlying securities.
In the year ended December 31, 2008, 1 of the Series A Preferred shareholders exercised the conversion right and
exchanged 2 shares of Series A Preferred for 100,000 shares of the Company’s common stock
The holders of the Series A Preferred shall have the right to vote, separately as a single class, at a meeting of the holders
of the Series A Preferred or by such holders' written consent or at any annual or special meeting of the stockholders of the
Corporation on any of the following matters: (i) the creation, authorization, or issuance of any class or series of shares
ranking on a parity with or senior to the Series A Preferred with respect to dividends or upon the liquidation, dissolution,
or winding up of the Corporation, and (ii) any agreement or other corporate action which would adversely affect the powers,
rights, or preferences of the holders of the Series A Preferred.
The holders of record of the Series A Preferred shall be entitled to receive cumulative dividends at the rate of twelve
percent per annum (12%) on the face value ($5,000 per share) when, if and as declared by the Board of Directors, if ever.
All dividends, when paid, shall be payable in cash, or at the option of the Company, in shares of the Company’s common
stock. Dividends on shares of the Series A Preferred that have not been redeemed shall be payable quarterly in arrear s,
when, if and as declared by the Board of Directors, if ever, on a semi-annual basis. No dividend or distribution other than
a dividend or distribution paid in Common Stock or in any other junior stock shall be declared or paid or set aside for
payment on the Common Stock or on any other junior stock unless full cumulative dividends on all outstanding shares of
the Series A Preferred shall have been declared and paid. These dividends are not recorded until declared by the Company.
As of the year ended December 31, 2021, $0 in dividends was accumulated.
Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after payment
of any senior liquidation preferences of any series of Preferred Stock and before any distribution or payment is made with
respect to any Common Stock, holders of each share of the Series A Preferred shall be entitled to be paid an amount equal
in the greater of (a) the face value denominated thereon subject to adjustment for sto ck splits, stock dividends,
reorganizations, reclassification or other similar events (the "Adjusted Face Value") plus, in the case of each share, an
amount equal to all dividends accrued or declared but unpaid thereon, computed to the date payment thereof is made
available, or (b) such amount per share of the Series A Preferred immediately prior to such liquidation, dissolution or
winding up, or (c) the liquidation preference of $5,000.00 per share, and the holders of the Series A Preferred shall not be
entitled to any further payment, such amount payable with respect to the Series A Preferred being sometimes referred to
as the "Liquidation Payments."
claimallegation
Officer-note principal/interest is reported as Downing $986,876/$305,026 at 12%, Schmidt $622,006/$291,674 at 10%, Ringo $405,361/$237,882 a
Officer-note principal/interest is reported as Downing $986,876/$305,026 at 12%, Schmidt $622,006/$291,674 at 10%, Ringo $405,361/$237,882 at 10%; totals $2,014,243/$834,582. All others are $987,477/$451,877 at 10%, but that interest column retains a December 2020 heading while officer interest says December 2021. Identities and date basis for the other lenders are unresolved.
Read the anchor · page 31
31
winding up, or (c) the l iquidation preference of $1.00 per share, and the holders of the Series B Preferred shall not be
entitled to any further payment, such amount payable with respect to the Series B Preferred being sometimes referred to as
the "Liquidation Payments."
Series C - Convertible Preferred stock
On November 13, 2006, the Company filed a Certificate of Designation creating a Series C Convertible Preferred Stock
classification for 100,000 shares. This was subsequently amended on January 11, 2007 to 700,000 shares.
In December 2006, the Company issued 100,000 shares of its Series C Preferred stock in conjunction with the acquisition
of SPE Technologies, Inc. The shares of the Series C Preferred are non-voting and convertible, at the option of the holder,
into common shares one year from issuance. The number of common shares to be issued per Series C share is adjusted
based on the average closing bid price of the previous ten days prior to the date of conversion based on divided into $25.20
The shares issued were val ued at $25.20 per share, which represented the fair value of the common stock the shares are
convertible into. None of the Series C Preferred shareholders have exercised their conversion right and there are 100,000
shares of Series C Preferred shares issued and outstanding at September 30, 2008.
The holders of record of the Series C Preferred shall be entitled to receive cumulative dividends at the rate of five percent
per annum (5%), compounded quarterly, on the face value ($25.00 per share) when, if and as declared by the Board of
Directors, if ever. All dividends, when paid, shall be payable in cash, or at the option of the Company, in shares of the
Company’s common stock. Dividends on shares of the Series C Preferred that have not been redeemed shall be payable
quarterly in arrears, when, if and as declared by the Board of Directors, if ever, at the time of conversion. These dividends
are not recorded until declared by the Company. As of December 31, 2021 $-0- in dividends were accumulated.
Common stock
The Company has authorized 8,750,000,000 shares of common stock, with a par value of $.001 per share. At July 28, 2010
the Board of Directors approved a motion to authorize a reverse split of the outstanding sto ck of 200:1. As of December
31, 2021 and 2020, the Company has 5,751,417,345 and 4,481,275,578 shares issued and outstanding, respectively.
NOTE F - RELATED PARTY TRANSACTIONS
From time to time, the Company's principal officers have advanced funds to the Company for working capital purposes in
the form of unsecured promissory notes, accruing interest at 10% to 12% per annum.
Loans from Officers
Officer Principal Due Interest Rate Accrued Interest at 12/31/21
David Downing $ 986,876 12% $ 305,026
Mark Schmidt $ 622,006 10% $ 291,674
John Ringo $ 405,361 10% $ 237,882
$2,014,243 $ 834,582
All Others
Principal Due Interest Rate Accrued Interest at 12/31/20
All Others $ 987,477 10% $ 451,877
$ 987,477 $ 451,877
claimallegation
The report describes annual renewable consulting engagements and offices in North Carolina, Miami, Bogotá and Tirana; says no litigation at
The report describes annual renewable consulting engagements and offices in North Carolina, Miami, Bogotá and Tirana; says no litigation at December 2021 and no significant subsequent events; and states management controls were effective with inherent limitations. No clear subsequent-event evaluation cutoff or independent controls opinion resolves the report anomalies.
Read the anchor · page 32
32
NOTE G - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The
Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.
Operating Lease Commitments
We maintain our principal office at 800 Park Offices Drive, Suite 3209, Research Triangle Park, North Carolina 27709.
Our telephone number at that office is (984) 683-6894 and our facsimile number is (919) 687-2911. We have an office in
Miami where our Company and the Infrastructure Technology Solutions group coordinate North and South American
opportunities located at 370 NE 75th Street 126, Miami, FL 33138. Our South American headquarters in Bogota,
Colombia is located at Carrara 7 #74B 56 Edificio Corficaldas Office 703, with our HAVAS Group S.A.S. subsidiary
located with its principal office adjacent at Carrara 7 #74B 56 Edificio Corficaldas Office 702. Our FBD Group SHPK
subsidiary has an principal office location of Pallati Mehillaj, Kthesa e Kamzes, Mezes, Kashar, Tirana, Albania. Our
Kreatx SHPK subsidiary has an principal office located at Tish Daija, Kompleksi Kika 2, Godina 1, Shkalla 1, Zyra Nr.
2, Tirana, Albania. We will add additional office locations as we add additional acquisitions and as needed to meet our
growth plans. We believe that our current office space and facilities are sufficient to meet our present needs and do not
anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us. We maintain our
corporate website at www.cyberlux.com. The information contained on the website is continuously updated and not
deemed to be a part of this annual report.
Litigation
The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its business. Although
occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters
should not have a material adverse effect on its consolidated financial position, results of operations or liquidity. There
was no outstanding litigation as of December 31, 2021.
NOTE H - FAIR VALUES
Accounting Standards Codification 820 "Fair Value Measurements and Disclosures" defines fair value as the price that
would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and
considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 820 establishes a fair value hie rarchy that requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes
three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices
in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which
all significant inputs are observable or can be derived principally from or corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets
or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into
claimallegation
Preferred balances are 26.9806 Series A, 100 million B and 150,000 C; the class-holder counts are 8, 4 and 2. Series B conversion/votes use
Preferred balances are 26.9806 Series A, 100 million B and 150,000 C; the class-holder counts are 8, 4 and 2. Series B conversion/votes use 200 common per share. Series A is expressly outside equity under Note E. Series C history refers to 700,000 authorised while the security table gives 150,000; its no-voting paragraph mistakenly says Series A. General no-voting descriptions must also be read with specific protective class-consent rights. Original designations are required to resolve wording and authorisation.
Read the anchor · page 3
3
2. Preferred Stock
Our Articles of Incorporation authorize the issuance of 100,000,000 shares of preferred stock, $0.001 par value per
share, the designation and rights of which are to be determined by our Board of Directors. Our Board of Directors
has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred
stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation,
conversion rights, and other rights of such series. We consider it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and financing and in meeting corporate needs
which may arise. If oppor tunities arise that would make desirable the issuance of preferred stock through either
public offering or private placements, the provisions for preferred stock in our Articles of Incorporation would
avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series of securities outstanding that will have
certain preferences with respect to dividends and liquidation over the common stock which would result in dilution
of the income per share and net book value of the common stock.
Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any
series of preferred stock may also result in dilution of the net income per share and the net book value of the common
stock. The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a
proposed acquisition or financing, and other factor s existing at the time of issuance. Our Board of Directors may
issue additional preferred stock in future financing but has no current plans to do so at this time. The issuance of
Preferred Stock could have the effect of making it more difficult for a thir d party to acquire a majority of our
outstanding voting stock.
Series A Convertible Preferred Stock
As of both December 31, 2021 and December 31, 2020, we have 26.9806 shares of our Series A Convertible
Preferred Stock issued and outstanding. Each share is convertible into 250 shares of common stock. The Series A
Convertible Preferred have the following designations and rights:
Maturity: Perpetual Preferred
Dividend: 12% per annum. The dividend shall be payable semi-annually in cash or common
stock at our option.
Fixed Conversion Price: The Series A Convertible Preferred shall be convertible into common stock at
$0.10 per share.
Stated Value: $5,000 per share
Mandatory Conversion: Beginning 180 days from the effective date of a registration statement, if the closing bid
price for our common stock exceeds $1.50 for a period of 10 consecutive trading days, we have the right to force
the holders to convert the Series A Convertible Preferred into common stock at the applicable conversion price.
Limitations on Conversion: Each holder of the Series A Convertible Preferred shares shall not convert the shares
into common stock such that the number of shares of common stock issued after the conversion would exceed,
when aggregated with all other shares of common stock owned by such holder at such time, in excess of 4.99%
of our then issued and outstanding shares of common stock.
No Voting Rights: The holders of the Series A convertible shares have no voting rights until their shares are
converted to common shares.
Series B Convertible Preferred Stock
The Board of Directors, pursuant to our Articles of Incorporation and By-Laws, authorized Series B Convertible
Preferred Stock which was issued to officers and directors in order to convert accrued management fees and other
liabilities into shares of the Series B Preferred Stock. The Series B Convertible Preferred Stock has the following
designations and rights:
claimallegation
The issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggreg
The issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggregate acquisition shares associated with Kreatx, FBD, HAVAS and a 31-hectare project; Fulcrum Advisors 27,637,500 for debt settlement; negative 420 million executive return; and 20 million ALS incentives. The solar project is dated November 31, 2021, an impossible calendar date, and differs from the 30-hectare narrative. The aggregate is not a separate 549-million issuance to each acquisition.
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
claimallegation
The next issuance block reports Alvin Campbell 1.85 million, Ronald Childs 3.7 million, Ken Lewis 1 million, Jack Moore 3.7 million and Robe
The next issuance block reports Alvin Campbell 1.85 million, Ronald Childs 3.7 million, Ken Lewis 1 million, Jack Moore 3.7 million and Robert E. Dawson Jr. 2.31 million for OTC-market costs; Ben Eberdt 20 million and Tyrone Everett 10 million for debt settlement; Alvaro Zuluaga 8,359,083 for management incentive; and Chuck Watts 5 million for debt settlement. Purpose labels are issuer representations, not original agreements or proof that services were rendered.
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
claimallegation
The schedule separately lists Charles Watts Jr. 5.4 million, Charles Coote Jr. 6.2 million, Ronald Corlew 5.4 million and Wynn-Jones Revocab
The schedule separately lists Charles Watts Jr. 5.4 million, Charles Coote Jr. 6.2 million, Ronald Corlew 5.4 million and Wynn-Jones Revocable Trust 5.4 million for acquisition funds; 320 million executive incentives; CTMC Drone Solutions 10 million for acquisition structure; and 15 million FlightEye incentives. Chuck Watts and Charles Watts Jr. are distinct source rows and are not automatically merged.
Read the anchor · page 40
40
Ken Lewis 9/3/2021 1,000,000 OTC Markets Cost $0.01
Jack Moore 7/26/2021 3,700,000 OTC Markets Cost $0.01
Charles Watts Jr. 7/20/2021 5,400,000 Acquisition Funds $0.01
Robert E. Dawson Jr. 7/20/2021 2,310,000 OTC Markets Cost $0.01
Charles Coote Jr. 7/20/2021 6,200,000 Acquisition Funds $0.01
Ronald Corlew 7/20/2021 5,400,000 Acquisition Funds $0.01
Wynn-Jones Revocable Trust 7/20/2021 5,400,000 Acquisition Funds $0.01
Executive Incentive Stock 7/31/2021 320,000,000 Management Incentive $0.00
CTMC Drone Solutions, LLC 8/13/2021 10,000,000 Acquisition Structure $0.02
FlightEye Management Incentive Stock 9/13/2021 15,000,000 Management Incentive $0.00
423,319,083
Secure Community Technology Purchase 5/27/2021 200,000,000 Technology Purchase $0.00
Operation Alpha Treasury Shares 5/11/2021 400,000,000 Acquisitions Funds $0.00
600,000,000
1,270,141,767
PART F: EXHIBITS
Item 18. Material Contracts.
None that can be disclosed at this time. As possible, the Company will make public any non-confidential
contracts or business relationships that do not compromise the ongoing business.
Item 19. Articles of Incorporation and Bylaws.
See Articles of Incorporation, By Laws and Amendments to Bylaws shown after Item 21, Issuer’s Certifications
included as follows:
Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
[The remainder of this page 40 is intentionally blank, with the Issuer’s Certification on the next page.]
claimallegation
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.
Read the anchor · page 22
22
Statement of Changes In Stockholders Equity
For The Period Ended December 31, 2021
Class B Preferred Class C Preferred Additional
Stock Stock Common Stock Treasury Stock Paid-In Accumulated
Shares Amount Shares Amount Shares Amount Stock Amount Capital Deficit Total
Balance December 31, 2020
100,000,000
100,000
150,000 150
4,481,275,578
4,481,276
17,537,502 (32,315,198)
(10,196,270)
Net Income/ (Loss) 193,439
193,439
Balance March 31, 2021
100,000,000
100,000
150,000 150
4,481,275,578
4,481,276
17,537,502 (32,121,759)
(10,002,831)
Stock issued in payment
for services
(1,000,000)
(1,000)
200,000,000
200,000
(189,000)
10,000
Stock issued on conversion
of Series B Preferred
(2,000,000)
(2,000)
400,000,000
400,000
(378,000)
20,000
Net Income/ (Loss) 194,524
194,524
Balance June 30, 2021
97,000,000
97,000
150,000 150
5,081,275,578
5,081,276
16,970,502 (31,927,235)
(9,778,307)
Stock Issued in Payment of
Debt
30,000,000
30,000
30,000
Stock Issued for Services
128,359,083
128,359
128,359
Stock Issued for Acquisition
10,000,000
10,000
190,000
200,000
Stock Issued for Working
Capital
254,960,000
254,960
185,500
440,460
Net Income/ (Loss)
(423,383)
(423,383)
Balance September 30, 2021
97,000,000
97,000
150,000 150
5,504,594,661
5,504,595
17,346,002 (32,350,618)
(9,402,871)
Stock Issued in Payment of
Debt
26,937,500
26,937
26,937
Series B Preferred Issued
3,000,000
3,000
3,000
Stock Issued for Services
590,000,000
590,000
(405,000)
185,000
Stock Issued for Working
Capital
49,885,184.00
49,885
32,095
81,980
Stock Returned to Treasury
(420,000,000)
(420,000)
(420,000)
Gain on Acquisition
992 1,734,880
1,735,872
Net Income/ (Loss) 1,936,186
1,936,186
Balance December 31, 2021
100,000,000
100,000
150,000 150
6,171,417,345
6,171,417
(420,000,000)
(420,000)
16,974,089 (28,679,552)
(5,853,896)
claimallegation
Material contracts are described as none that can be disclosed at this time, not none existing. Articles/bylaws are said to follow the issue
Material contracts are described as none that can be disclosed at this time, not none existing. Articles/bylaws are said to follow the issuer certifications, but the supplied file ends at page 41 with those certifications. Referenced charter materials and transaction contracts are absent from this physical source.
Read the anchor · page 40
40
Ken Lewis 9/3/2021 1,000,000 OTC Markets Cost $0.01
Jack Moore 7/26/2021 3,700,000 OTC Markets Cost $0.01
Charles Watts Jr. 7/20/2021 5,400,000 Acquisition Funds $0.01
Robert E. Dawson Jr. 7/20/2021 2,310,000 OTC Markets Cost $0.01
Charles Coote Jr. 7/20/2021 6,200,000 Acquisition Funds $0.01
Ronald Corlew 7/20/2021 5,400,000 Acquisition Funds $0.01
Wynn-Jones Revocable Trust 7/20/2021 5,400,000 Acquisition Funds $0.01
Executive Incentive Stock 7/31/2021 320,000,000 Management Incentive $0.00
CTMC Drone Solutions, LLC 8/13/2021 10,000,000 Acquisition Structure $0.02
FlightEye Management Incentive Stock 9/13/2021 15,000,000 Management Incentive $0.00
423,319,083
Secure Community Technology Purchase 5/27/2021 200,000,000 Technology Purchase $0.00
Operation Alpha Treasury Shares 5/11/2021 400,000,000 Acquisitions Funds $0.00
600,000,000
1,270,141,767
PART F: EXHIBITS
Item 18. Material Contracts.
None that can be disclosed at this time. As possible, the Company will make public any non-confidential
contracts or business relationships that do not compromise the ongoing business.
Item 19. Articles of Incorporation and Bylaws.
See Articles of Incorporation, By Laws and Amendments to Bylaws shown after Item 21, Issuer’s Certifications
included as follows:
Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
[The remainder of this page 40 is intentionally blank, with the Issuer’s Certification on the next page.]
claimallegation
Management states no off-balance-sheet arrangements, no expected significant plant/equipment purchase or sale over the next twelve months, n
Management states no off-balance-sheet arrangements, no expected significant plant/equipment purchase or sale over the next twelve months, no material 2021 inflation impact and no expected material climate effect. These are forecasts or period-bound issuer statements, not verified present conditions.
Read the anchor · page 38
38
market in which we would transact and considered assumptions that market participants would use when pricing
the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825- 10
establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be
used to measure fair value:
Level 1- Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets with insufficient volume or infrequent transactions (less active markets); or model -derived
valuations in which all significant inputs ar e observable or can be derived principally from or corroborated by
observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of f air value
of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market,
the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may
fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value
hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that
is significant to the fair value measurement.
We adopted the provisions of ASC 825-10 prospectively effective as of the beginning of Fiscal 2008 with certain
additional provision adopted prospectively as of the beginning of Fiscal 2009. The adoption of ASC 825- 10 did
not have a material impact on our consolidated financial position or results of operations.
Non-GAAP Financial Measures
The financial statements appearing in this annual report do not contain any financial measures which are not in
accordance with generally accepted accounting procedures.
Inflation
In the opinion of management, inflation has not had a material effect on our financial condition or results of its
operations in 2021. We continue to monitor inflation during 2022 and may chose to reflect higher material costs
in our pricing models as necessary.
Climate Change
Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or
are expected to have, any material effect on our operations.
Off-Balance Sheet Arrangements
We do not maintain off -balance sheet arrangements nor do we participate in non -exchange traded contracts
requiring fair value accounting treatment.
Acquisition or Disposition of Plant and Equipment
We do not anticipate the sale of any significant property, plant or equipment during the next twelve months. We
do not anticipate the acquisition of any significant property, plant or equipment during the next 12 months.
C. Off-Balance Sheet Arrangements
None.
claimallegation
The report acknowledges that preferred issuance may make a majority acquisition harder and describes superior-vote preservation, but answers
The report acknowledges that preferred issuance may make a majority acquisition harder and describes superior-vote preservation, but answers None to charter/bylaw provisions delaying or preventing control changes. These descriptions need reconciliation against the actual charter; the report alone does not establish the operative legal effect.
Read the anchor · page 3
3
2. Preferred Stock
Our Articles of Incorporation authorize the issuance of 100,000,000 shares of preferred stock, $0.001 par value per
share, the designation and rights of which are to be determined by our Board of Directors. Our Board of Directors
has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred
stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation,
conversion rights, and other rights of such series. We consider it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and financing and in meeting corporate needs
which may arise. If oppor tunities arise that would make desirable the issuance of preferred stock through either
public offering or private placements, the provisions for preferred stock in our Articles of Incorporation would
avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series of securities outstanding that will have
certain preferences with respect to dividends and liquidation over the common stock which would result in dilution
of the income per share and net book value of the common stock.
Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any
series of preferred stock may also result in dilution of the net income per share and the net book value of the common
stock. The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a
proposed acquisition or financing, and other factor s existing at the time of issuance. Our Board of Directors may
issue additional preferred stock in future financing but has no current plans to do so at this time. The issuance of
Preferred Stock could have the effect of making it more difficult for a thir d party to acquire a majority of our
outstanding voting stock.
Series A Convertible Preferred Stock
As of both December 31, 2021 and December 31, 2020, we have 26.9806 shares of our Series A Convertible
Preferred Stock issued and outstanding. Each share is convertible into 250 shares of common stock. The Series A
Convertible Preferred have the following designations and rights:
Maturity: Perpetual Preferred
Dividend: 12% per annum. The dividend shall be payable semi-annually in cash or common
stock at our option.
Fixed Conversion Price: The Series A Convertible Preferred shall be convertible into common stock at
$0.10 per share.
Stated Value: $5,000 per share
Mandatory Conversion: Beginning 180 days from the effective date of a registration statement, if the closing bid
price for our common stock exceeds $1.50 for a period of 10 consecutive trading days, we have the right to force
the holders to convert the Series A Convertible Preferred into common stock at the applicable conversion price.
Limitations on Conversion: Each holder of the Series A Convertible Preferred shares shall not convert the shares
into common stock such that the number of shares of common stock issued after the conversion would exceed,
when aggregated with all other shares of common stock owned by such holder at such time, in excess of 4.99%
of our then issued and outstanding shares of common stock.
No Voting Rights: The holders of the Series A convertible shares have no voting rights until their shares are
converted to common shares.
Series B Convertible Preferred Stock
The Board of Directors, pursuant to our Articles of Incorporation and By-Laws, authorized Series B Convertible
Preferred Stock which was issued to officers and directors in order to convert accrued management fees and other
liabilities into shares of the Series B Preferred Stock. The Series B Convertible Preferred Stock has the following
designations and rights:
claimallegation
Promotional narrative uses multiple revenue totals, including approximately $7.7 million and $8.05 million, before the financial statement g
Promotional narrative uses multiple revenue totals, including approximately $7.7 million and $8.05 million, before the financial statement gives $8,107,592. Claimed growth percentages also mix ratios and increases: $5.49 million versus $2.25 million is 244% of the prior value, hence a 144% increase, not the stated 244% increase. $5.49 million versus $2.50 million is approximately a 119.6% increase, not 220%; $2.251 million versus $0.367 million is about 513.4% growth, not 613%. These calculations use the source rounded inputs and do not determine the correct underlying revenues.
Read the anchor · page 5
5
Preferred Stock
Preferred A - For the period ended December 31, 2021:
Shares Authorized: 200
Shares Outstanding: 26.9806
Public Float: 0
Number of Shareholders of Record: 8
Preferred B - For the period ended December 31, 2021:
Shares Authorized: 100,000,000
Shares Outstanding: 100,000,000
Public Float: 0
Number of Shareholders of Record: 4
Preferred C - For the period ended December 31, 2021:
Shares Authorized: 150,000
Shares Outstanding: 150,000
Public Float: 0
Number of Shareholders of Record: 2
Part C: Business Information
Item 7. The name and address of the transfer agent.
Name: Standard Registrar and Transfer Company, Inc.
Address: 440 E 400 S Suite 200, Salt Lake City, UT 84111
Phone: Main: (801) 571-8844 / Fax: (801) 571-2551
Standard Registrar & Transfer Company, Inc. is registered under the Exchange Act and is regulated by the
Securities and Exchange Commission.
Item 8. The nature of the issuer’s business.
A. Business Development.
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000.
Until December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards
Codification subtopic 915- 10 Develop ment Stage Entities. The Company was publicly traded on the OTCBB
exchange from August 2004 to May 2011 and is now traded under CYBL.PK on the OTC Markets. While the
Company is generating revenues from its sale of products and services through the performa nce of its business
units, the Company has incurred expenses, and sustained losses. Consequently, its operations are subject to all risks
inherent in the establishment of a n ongoing business enterprise . As of December 31, 2021, the Company has
accumulated losses of $28,676,552. Going forward, we intend to fully leverage this net loss carry-forward
possible
and use this tax advantage to maximize our cash flow from operations as a competitive advantage.
Cyberlux had a remarkable Q4 2021 and a truly phenomenal full year 2021, the best year ever for Cyberlux
Corporation. We had growth from acquisitions in the large markets we are serving, and we even exceeded our
revised December outlook by $1.4 million, up 22 % compared to our revenue guidance. We are fundamentally
transforming the Cyberlux company in all four of our business units, with key new personnel like Mr. Aaron
Goodman as a new Board member, Mr. Paul Nurkkala as our Unmanned Aircraft Solutions Chief Test Pilot, and
amazing new plat form companies like the Kreatx team, among the many other accomplishments across the
claimallegation
The issuer presents Operation Alpha and four business units: Digital Platform Solutions, Unmanned Aircraft Solutions, Infrastructure Technol
The issuer presents Operation Alpha and four business units: Digital Platform Solutions, Unmanned Aircraft Solutions, Infrastructure Technology Solutions and Advanced Lighting Solutions. It reports acquiring CTMC Drone Solutions, FBD Group SHPK, HAVAS Group S.A.S. and Kreatx SHPK, with variant spellings CMTC and Kreantix in the subsidiary paragraph. That paragraph says each is included in the financial statements, despite another checklist answering None to material asset acquisitions. The names and representations are retained; acquisition completion and consideration require original documents.
Read the anchor · page 6
6
organization. The Cyberlux team operated at full speed during all of 2021, and the Q4 effort in particular, with their
ongoing dedication to the success of Cyberlux. Cyberlux is truly harnessing the future!
Significant Events
Founded as an Advanced Lighting company in 2000, Cyberlux Corporation became a supplier to the Department
of Defense (DoD) after being asked by the United States Air Force to leverage our unique Cyberlux LED lighting
technologies to solve tough problems for elite Special Forces Teams; problems multiple aerospace and defense
contractors had tried but failed to solve.
In 2021, Cyberlux Management set out to re-engineer the Corporation using a proven approach to achieve both
rapid revenue expansion and industry diversification simultaneously. Leveraging a market capitalization of well
over $100M, this strategy for fueling acquisition, investment and internal growth has already shown dramatic
results. The Company has:
- Introduced products and solutions across multiple industries, going well beyond the hardened multispectral
illuminators Cyberlux had become known for.
- Expanded the business and organized the company into verticals focused on targeted markets.
- Launched four business units including:
Digital Platform Solutions (DPS): Government and Industry Business Digital Transformation Solutions, Digital
Services Management, UAS Guidance System Software, UAS Service Support Software, and
Telecommunications, Data Center and Data Analytics Application Solutions, with ongoing technology and
Strategic IP development.
Unmanned Aircraft Solutions (UAS): Military-Grade Hardware and Software Guidance System Platform, with
Enhanced Infrared Night Vision, Thermal Sensor technology, Eye-in-the-Sky Monitoring, LiDAR Mapping and
Perception, and ongoing Strategic Intellectual Property (IP) development with Strategic Partner technology.
Infrastructure Technology Solutions (ITS): Infrastructure Hardware capabilities, including Renewable Energy
products and projects, Telecommunications Technology, Infrastructure Project Implementation, and ongoing
related technology IP development.
And the existing Advanced Lighting Solutions (ALS): Cyberlux Advanced Infrared and White LED Lighting
System Platform used as Solutions across U.S. agencies, and ongoing Strategic IP development with legacy and
future Strategic Partner technologies.
Along with the outstanding 2021 revenue results, the year in total was remarkable and defined by breakthrough
accomplishments:
- We reported revenue for December of $1.7 million which exceeded both the June projection of $0.5 million by
341% and the new revised December guidance of $0.6 million by $1.1 million and 304%. In addition, our year-
to-date revenue through December of $7.7 million also exceeded our revised full year 2021 revenue guidance
of $6.6 million by $1.1 million as well.
- For 2021, our financial reporting has the following highlights:
1. 244% increase in Q4 vs. Q3 Revenue, $5.49M vs. $2.25M.
2. 220% increase in Q4 Revenue vs. June Q4 estimates, $5.49M vs. $2.50M.
3. Full Year Revenue for 2021 was $8.05M, an increase of $8.05M Year over Year.
4. Net Income from Operations for 2021 was $1.90M, an increase of $1.90M Year over Year.
claimallegation
Reported appointments include Aaron Goodman as director for acquisition strategy, Paul Nurkkala as FlightEye chief test pilot/adviser, Larso
Reported appointments include Aaron Goodman as director for acquisition strategy, Paul Nurkkala as FlightEye chief test pilot/adviser, Larson Isely leading FlightEye and Cheri Nolan/Strikepoints as government-business adviser. The report also describes a Strike Group channel partnership. These are historical company announcements, not independent validation of credentials, current authority or delivered government business.
Read the anchor · page 7
7
- We beat our June revenue guidance for the full year 2021 by $2.5 million, over 200% above the $5.2 million
projection. In addition, we posted positive net income from Operations for the full year 2021 of $1.9 million.
- We announced that Mr. Aaron Goodman ha s joined the Board of Directors as a new director who will help
guide the corporate acquisition strategy and execution. Mr. Goodman brings significant experience in mergers
and acquisitions (M&A) to Cyberlux, and he has held senior leadership positions at some of the world’s largest
financial firms. Mr. Goodman also brings an extensive knowledge of technology and Big Data to the Cyberlux
Board of Directors and will help drive the Company’s objective to uplist to the NASDAQ exchange.
- We announced that Mr. Paul “NURK” Nurkkala, Worldwide Champion of the Drone Racing League’s (DRL)
2018 season, and 2021 DRL Race Season Commentator, has joined the Company as its FlightEye Chief Test
Pilot, an industry first within the unmanned aircraft industry, and Technical Advisory Board Member. Mr.
Nurkkala, known professionally as “NURK”, brings to Cyberlux the very highest levels of flight skills of any
pilot in the international UAS industry today. NURK’s UAS piloting skills, extended from his World Champion
Drone Racing League achievement to Drone Cinematography, are highly respected within the Film Industry
and across the entire UAS industry. Mr. Nurkkala’s remote piloting skills have become legendary, and NURK’s
deep skills and vast experience in all areas of UAS technol ogy and his strategic intellectual property
contributions will now be a force multiplier for the Cyberlux FlightEye UAS business unit.
- We announced that we acquired Kreatx SHPK ( https://www.kreatx.com), a developer of innovative software
solutions. Kreatx has extensive knowledge and experience in building SaaS solutions and end-user applications,
which will support Cyberlux in building end- to-end SaaS offerings, required by global governments and
commercial customers. With this transaction, Kreatx will add to the foundation of the Cyberlux Digital Platform
Solutions (Cyberlux DPS) business unit and advance the Cyberlux strategy for its new digital transformation
initiative, a core business grow th strategy in 2022, to de liver on the Company’s global SaaS strategy, with
expansion set for North America, Europe and South America.
- We had our first full company Management Interlock meeting to finalize 2021 business and plan our 2022
Roadmap. We expect to hold these meetings quarterly and will continue to expand the team going forward with
each acquisition and partnership.
- We achieved our 2021 Strategic Intellectual Property (IP) objectives with our developm ent work and our
acquisitions. With significant discussions with our Partners, we will continue to harness and monetize our
developments into shareholder value and further information may be disclosed once our collective IP is fully
protected. We will provide more details as our new offerings are introduced.
- We reported revenue for November of $1,509,267 which exceeded both the June projection of $1,000,000 by
51% and the new revised November outlook of $1,100,000 by 37%. In addition, our year -to-date revenue
through November is $6,045,174, which also exceeded our revised Q4 revenue ramp by 37% as well.
- We increased our revenue guidance for the full year 2021 from $5.2 million to $6.6 million, an increase of
26.9% from the Company’s prior guidance. In additi on, we expected to post positive net income from
Operations for the full year 2021.
- We finalized the acquisition of 30 hectares of solar generation property in the Sabanalarga region of Colombia.
We are evaluating plans to optimize profit generation includ ing two energy reseller partnerships and three
cryptocurrency mining alternatives. We expect to bring the facility online in 2022 and produce a minimum of
20MW of electricity, with additional property rights available from our HAVAS acquisition for further
expansion. We are still determining the best partnership agreements for the optimal profit model, with both a
short-term risk and long- term growth consideration. We will be releasing further details as soon as the plans
are finalized.
- We published our Q3 2021 financial report with the following highlights:
1. 613% increase in Q3 vs. Q2 Revenue, $2.251M vs. $367K.
claimallegation
The company reports a Colombian solar-property acquisition of 30 hectares and plans for at least 20 MW in 2022, possible reseller/mining arr
The company reports a Colombian solar-property acquisition of 30 hectares and plans for at least 20 MW in 2022, possible reseller/mining arrangements and further expansion. It describes pursuit of $47 million rural broadband work and municipal proposals. These targets and opportunities are not awarded contracts, commissioned capacity or generated revenue. HAVAS is expressly the Colombian entity, not the media company.
Read the anchor · page 7
7
- We beat our June revenue guidance for the full year 2021 by $2.5 million, over 200% above the $5.2 million
projection. In addition, we posted positive net income from Operations for the full year 2021 of $1.9 million.
- We announced that Mr. Aaron Goodman ha s joined the Board of Directors as a new director who will help
guide the corporate acquisition strategy and execution. Mr. Goodman brings significant experience in mergers
and acquisitions (M&A) to Cyberlux, and he has held senior leadership positions at some of the world’s largest
financial firms. Mr. Goodman also brings an extensive knowledge of technology and Big Data to the Cyberlux
Board of Directors and will help drive the Company’s objective to uplist to the NASDAQ exchange.
- We announced that Mr. Paul “NURK” Nurkkala, Worldwide Champion of the Drone Racing League’s (DRL)
2018 season, and 2021 DRL Race Season Commentator, has joined the Company as its FlightEye Chief Test
Pilot, an industry first within the unmanned aircraft industry, and Technical Advisory Board Member. Mr.
Nurkkala, known professionally as “NURK”, brings to Cyberlux the very highest levels of flight skills of any
pilot in the international UAS industry today. NURK’s UAS piloting skills, extended from his World Champion
Drone Racing League achievement to Drone Cinematography, are highly respected within the Film Industry
and across the entire UAS industry. Mr. Nurkkala’s remote piloting skills have become legendary, and NURK’s
deep skills and vast experience in all areas of UAS technol ogy and his strategic intellectual property
contributions will now be a force multiplier for the Cyberlux FlightEye UAS business unit.
- We announced that we acquired Kreatx SHPK ( https://www.kreatx.com), a developer of innovative software
solutions. Kreatx has extensive knowledge and experience in building SaaS solutions and end-user applications,
which will support Cyberlux in building end- to-end SaaS offerings, required by global governments and
commercial customers. With this transaction, Kreatx will add to the foundation of the Cyberlux Digital Platform
Solutions (Cyberlux DPS) business unit and advance the Cyberlux strategy for its new digital transformation
initiative, a core business grow th strategy in 2022, to de liver on the Company’s global SaaS strategy, with
expansion set for North America, Europe and South America.
- We had our first full company Management Interlock meeting to finalize 2021 business and plan our 2022
Roadmap. We expect to hold these meetings quarterly and will continue to expand the team going forward with
each acquisition and partnership.
- We achieved our 2021 Strategic Intellectual Property (IP) objectives with our developm ent work and our
acquisitions. With significant discussions with our Partners, we will continue to harness and monetize our
developments into shareholder value and further information may be disclosed once our collective IP is fully
protected. We will provide more details as our new offerings are introduced.
- We reported revenue for November of $1,509,267 which exceeded both the June projection of $1,000,000 by
51% and the new revised November outlook of $1,100,000 by 37%. In addition, our year -to-date revenue
through November is $6,045,174, which also exceeded our revised Q4 revenue ramp by 37% as well.
- We increased our revenue guidance for the full year 2021 from $5.2 million to $6.6 million, an increase of
26.9% from the Company’s prior guidance. In additi on, we expected to post positive net income from
Operations for the full year 2021.
- We finalized the acquisition of 30 hectares of solar generation property in the Sabanalarga region of Colombia.
We are evaluating plans to optimize profit generation includ ing two energy reseller partnerships and three
cryptocurrency mining alternatives. We expect to bring the facility online in 2022 and produce a minimum of
20MW of electricity, with additional property rights available from our HAVAS acquisition for further
expansion. We are still determining the best partnership agreements for the optimal profit model, with both a
short-term risk and long- term growth consideration. We will be releasing further details as soon as the plans
are finalized.
- We published our Q3 2021 financial report with the following highlights:
1. 613% increase in Q3 vs. Q2 Revenue, $2.251M vs. $367K.
claimallegation
The report announces $4.5 million funding from RB Capital Partners as a fixed $0.25-per-share convertible note, obligatorily convertible by
The report announces $4.5 million funding from RB Capital Partners as a fixed $0.25-per-share convertible note, obligatorily convertible by October 2023, and says RB is prepared to provide up to another $10.5 million on conditions tied to share-price growth. The additional amount is contingent stated capacity, not cash already received; the note itself is absent.
Read the anchor · page 8
8
2. 50.1% increase in Q3 Revenue vs. June Q3 estimates, $2.251M vs. $1.5M.
3. Net Income of $155K for Q3 which was 252% Year over Year.
4. YTD Net Income of $543K which was 289% Year over Year.
- For the ALS and FlightEye business units, we had a very successful field exercise on November 17- 18, with
significant DoD opportunities, both public and private. We have new customers and non-US defense customers
to help drive our 2022 growth.
- For the ITS business unit, we had two days of execution planning in our Miami office as part of the infrastructure
spending bill, and we are in very competitive pursuit of $47M in rural broadband infrastructure across six states,
most likely in the role of subcontractor utilizing our core expertise from the FBD Group acquisition. We are
also driving proposals with ten municipal government opportunities. Our ITS group is also expanding further
in Europe as well.
- We met with potential investment banking partners in NYC and have the foundation for our plans going forward
including several uplisting strategy proposals. We are continuing establish and evaluate the best banking partner
who will deliver the best outcome for our shareholders.
- We demonstrated that our acquisition growth strategy was scaling and exceeded our revised November outlook
by 37%, including the third consecutive month of exceeding our revenue expectations, this month with $1.51M.
We fundamentally advanced the Cyberlux company in all four of our business units, including the new pivotal
asset acquisition of the 30 hectares of the solar power generation, among the many other accomplishments
across the organization.
- We achieved our highest revenue month ever with $1,917,875 in October, exceeding our October projections
of $1,000,000. In addition, our year -to-date revenue through October is $4,096,581, also exceeding our
projected year-to-date revenue of $3,000,000.
- We announced $4,500,000 in funding from California -based RB Capital Partners, In c. to accelerate the
Company’s growth plans across our FlightEye UAS Solutions, Advanced Lighting Solutions, Infrastructure
Technology Solutions and Infrastructure Software Solutions business units. RB Capital and Cyberlux structured
the funding as a premi um-to-market fixed-price convertible note that can only convert to common stock at
$0.25 per share, a significant premium to the stock’s current price of ~$0.046 per share. This debt is obligatorily
convertible on or before the 24-month maturity date in October 2023. Further, RB Capital is prepared to provide
up to an additional $10,500,000 in further funding on the same terms as the share price continues to reflect
Cyberlux Corporation’s growth.
- We announced that United States Government expert and Department of Justice / Department of State veteran
Ms. Cheri Nolan and Strikepoints Consulting, LLC has joined the Company as a Strategic Advisor on our
government business development across the four business units, including FlightEye UAS Solutions,
Advanced Lighting Solutions, Infrastructure Technology Solutions and our Digital Platform Solutions. With
over 40 years of executive experience, Ms. Nolan has had a very distinguished career, serving in the Office of
the White House Chief of Staff, and several appointments at the Department of Justice under five Attorneys
General, including as Senior Advisor to the Attorney General and as Deputy Assistant Attorney General. At the
State Department she served as Director of the Office of Public Liaison and Intergovernmental Affairs. Most
recently, Ms. Nolan served under Attorney General William Barr. In this role, Ms. Nolan served as liaison to
the law enforcement community as well as program oversight, contra cts management, clearance of major
publications, and final review of documents attendant to major national justice policy initiatives.
- We announced the acquisition of FBD Group SHPK, a global telecommunications, infrastructure, software and
service provider, and an innovator in next -generation telecommunications technologies such as 5G, a key
communication technology for unmanned aircraft guidance systems. The FBD Group was founded in 2009 and
is headquartered in Tirana, Albania, a NATO member country, and is one of the key providers of
telecommunications infrastructure and equipment in the region, as well as one of the main suppliers of fiber
optic broadband network infrastructure. With this acquisition, we created a new business unit, Cyberlux
entityobservation
CYBERLUX CORPORATION
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
entityobservation
Flying V Group
Read the anchor · page 36
36
The Company has engaged Flying V Group, Inc as our public relations consultant.
5. Investor Relations Consultant
The Company has engaged Flying V Group, Inc as our investor relations consultant.
6. Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure
statement.
None.
Item 16. Management's Discussion and Analysis or Plan of Operation.
A. Plan of Operation.
Please refer to Item 9A.
B. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Twelve months ended December 31, 2021 compared to the twelve months ended December 31, 2020
REVENUES
Revenues for the twelve months ended December 31, 2021 were $8,107,592 as compared to $-0- for the same
period last year. The increase in revenue was attributed to business growth through acquisitions and organic
growth compared to the impact of the COVID pandemic during 2020, which resulted in an almost complete
Company shutdown. Beginning in 2021, the Company re-envisioned and re-engineered the business for growth in
four distinct business units and acquired four companies during 2021.
OPERATING EXPENSES
Operating expenses for the twelve months ended December 31, 2021 were $2,819,227 as compared to $(106,908)
for the same period ende d December 31, 2020. Included in the t welve months ended December 31, 2021 were
$177,726 in expenses for research & development. This compares to $-0- for the twelve months ended December
31, 2020.
OTHER INCOME
We have been carrying a long-term Note Payable on the Balance Sheet with a current balance of $3,107,318. This
Note is redeemable only by conversion to Common Stock. The last activity on the part of the creditor was in Fiscal
Year 2011. Repeated attempts on our part ha ve not produced any contacts with the Creditor. Therefore, at the
advice of Counsel, we elected to retire the remaining balance of the liability incurred in the amount of $3,107,318,
and to reflect the write-down as Extraordinary Income. Previously in 2020 and 2019, we wrote-down $3,107,318
and $5,250,000 of the original Note Payable of $8,357,318. Additional write-downs will be considered in future
Fiscal Years.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2021, we had a working capital surplus of $2,266,193. This compares to a working capital
deficit of $ 10,061,370 as of December 31, 2020. Accrued liabilities were $1,706,946 as of December 31, 2021
compared to accrued liabilities of $2,208,404 as December 31, 2020. Accounts payable as of December 31, 2021
were $2,698,767 and compares to $1,081,962 as of December 31, 2020. As a result of our operating income for
the twelve months ended December 31, 2021, we generated a deficit of $1,358,863 from operating activities. Cash
flows from financing activities produced a cash flow surplus of $6,167,845 for the twelve months ended December
31, 2021. Cash flows from investing activities generated a deficit of $1,278,666.
entityobservation
Fulcrum Advisors, LLC
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
entityobservation
Kreatx SHPK
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
entityobservation
FBD Group SHPK
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
entityobservation
HAVAS Group S.A.S.
Read the anchor · page 9
9
Infrastructure Technology Solutions (Cyberlux ITS), as the Cyberlux business platform that will drive the
execution and implementation of core Cyberlux infrastructure technology across global renewable energy and
infrastructure projects. The FBD team has extensive knowledge and experience in building telecommunications
infrastructure and software applications, and they bring expansive software development capabilities including
advanced software developers who have experience in building enterprise-level software solutions to assist us
in building the end- to-end UAS data management and analytics support infrastructure required by the
FlightGDN UAS platform. The FBD is already creating the growth engine for the Cyberlux ITS infrastructure
business across Europe and North and South America.
- We announced that the Cyberlux Corporation Board of Directors met and approved a plan for our CEO, Mark
Schmidt, and our CFO, David Downing, to contribute their 420 million shares of common stock back to the
Company’s Treasury. These shares are deducted from the Company’s Outstanding Share count and will help
offset the Company's aggressive acquisition and joint venture Business Roadmap. At a current market value
over $16 million, the 420 million share contribution is an important re -investment in the Cyberlux company
and a demonstration of our belief in the Company’s mission. We will be issued new Management Incentive
Award shares to replace this $16 million in share value, at the incentive price levels of $0.10 and $0.25 as share
price milestones.
- We announced the acquisition of HAVAS Group S.A.S., a Colombian registered company (not the media
company), to build out the Cyberlux renewable infrastructure capabili ty platform in South America. This
includes key financing, property, and personnel assets to accelerate the growth of the Cyberlux renewable
infrastructure business across South America, leveraging the capability of the FBD Group with expansion plans
next in Europe in 2022. With this acquisition, the Company has added significant capability to the Cyberlux
Infrastructure Technology Solutions (Cyberlux ITS) business unit to accelerate the execution and
implementation of the Company’s core renewable infrastru cture technology, including solar, wind and
hydroelectric infrastructure projects.
- We issued our Investor Relations Presentation for investors, shareholders and the Cyberlux community of
supporters to provide guidance and understanding of where we are headed and how we are accelerating our
growth over the next 5 years. We have continued to refresh and update this information which can be found on
our website: https://cyberlux.com/irdeck/
- We opened a n office in Miami for our North and South America Infrastructure Operations and Sales office,
located at 370 NE 75th St 126, Miami, FL 33138.
- We launched multiple new social media channels including Facebook, Instagram and YouTube, and we are
frequently communicating with our shareholders now, including monthly Q&A videos on our YouTube
channel.
- In Q3, w e launched the Company’s Operation Alpha growth plan, which has three top priorities: (1) drive
growth through aggressive business development, acquisitions and joint ventures; (2) address core target
markets with DoD products, new specialty technology capabilities, solar and renewables, and with emerging
infrastructure projects; and (3) gain immediate business velocity by achieving OTC Pink Current Information
status, continuing to build out the Company’s organization, focusing on the new business and the new product
pipeline, accelerating the South American projects and driving on our strategic IP development.
- On September 14, 2021, we gained full compliance with all the OTC Markets Pink requirements through our
Disclosure statements and Financial filings and achieved the Pink Current Information status. We met both
the OTC Markets and the SEC deadlines to operate and trade on OTC Markets. We also eliminated the shell
company indicator based on our Q2 business results.
- We also introduced our FlightGDN platform, a global UAS capabilities framework to harness the future of
UAS capabilities. FlightGDN is a proprietary technology platform to support compact, next-generation
military-grade UAS products and UAS solution packages. Encompassing both proprietary Cyberlux and
third-party technologies, including LED lighting, infrared night vision capability, thermal sensor technology,
entityobservation
CTMC Drone Solutions, LLC
Read the anchor · page 40
40
Ken Lewis 9/3/2021 1,000,000 OTC Markets Cost $0.01
Jack Moore 7/26/2021 3,700,000 OTC Markets Cost $0.01
Charles Watts Jr. 7/20/2021 5,400,000 Acquisition Funds $0.01
Robert E. Dawson Jr. 7/20/2021 2,310,000 OTC Markets Cost $0.01
Charles Coote Jr. 7/20/2021 6,200,000 Acquisition Funds $0.01
Ronald Corlew 7/20/2021 5,400,000 Acquisition Funds $0.01
Wynn-Jones Revocable Trust 7/20/2021 5,400,000 Acquisition Funds $0.01
Executive Incentive Stock 7/31/2021 320,000,000 Management Incentive $0.00
CTMC Drone Solutions, LLC 8/13/2021 10,000,000 Acquisition Structure $0.02
FlightEye Management Incentive Stock 9/13/2021 15,000,000 Management Incentive $0.00
423,319,083
Secure Community Technology Purchase 5/27/2021 200,000,000 Technology Purchase $0.00
Operation Alpha Treasury Shares 5/11/2021 400,000,000 Acquisitions Funds $0.00
600,000,000
1,270,141,767
PART F: EXHIBITS
Item 18. Material Contracts.
None that can be disclosed at this time. As possible, the Company will make public any non-confidential
contracts or business relationships that do not compromise the ongoing business.
Item 19. Articles of Incorporation and Bylaws.
See Articles of Incorporation, By Laws and Amendments to Bylaws shown after Item 21, Issuer’s Certifications
included as follows:
Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
[The remainder of this page 40 is intentionally blank, with the Issuer’s Certification on the next page.]
entityobservation
Mark D Schmidt
Read the anchor · page 41
41
Item 21. Issuer's Certifications.
I, Mark D Schmidt, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ Mark D Schmidt
Mark D Schmidt
Chief Executive Officer (Principal
Executive Officer)
I, David D Downing, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ David D Downing
David D Downing
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
entityobservation
David D Downing
Read the anchor · page 41
41
Item 21. Issuer's Certifications.
I, Mark D Schmidt, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ Mark D Schmidt
Mark D Schmidt
Chief Executive Officer (Principal
Executive Officer)
I, David D Downing, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ David D Downing
David D Downing
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
entityobservation
John W. Ringo
Read the anchor · page 15
15
4. U.S. Patent No. 7,355,349, issued April 8, 2008, which is entitled Apparatus and Methods for Providing
Emergency Safety Lighting for transforming an existing electrical wall outlet into an emergency lighting
system.
5. U.S. Patent No. 7,452,099, issued November 18, 2008, which is entitled Portable Lighting Device and
embodies portable LED lighting devices comprised of a body, a handle, a user interface and a pivotal support
of a lighting element assembly.
In addition, the Company has two pending patents for Portable Lighting Devices and Multi -Mode Illumination
presently filed as United States patent applications, with anticipation of these patent being granted during 2022 .
Further, the Company anticipates at least six new patent filings for technology developments in three related fields
of use, and patentable technology development has begun in ten other anticipated filings for these fields of use.
H. The need for any government approval of principal products or services. Discuss the status of any requested
government approvals.
We have no pending approvals required to sell our products to our customers. Our products have all necessary
approvals.
Item 10. The nature and extent of the issuer's facilities.
We maintain our principal office at 800 Park Offices Drive, S uite 3209, Research Triangle Park, North Carolina
27709. Our telephone number at that office is (9 84) 683-6894 and our facsimile number is (919) 687- 2911. We
believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any
difficulty securing alternative or additional space, as needed, on terms acceptable to us. We maintain websites at
www.cyberlux.com. The information contained on the website is not deemed to be a part of this annual report.
Part D Management Structure and Financial Information
Item 11. The name of the chief executive officer, members of the board of directors, as well as control
persons.
A. Officers and Directors.
Set forth below are the directors and executive officers of the Company, their ages and positions held with the
Company. The address for each director and executive officer is our principle executive offices, located at 800
Park Offices Drive, Suite 3209, Research Triangle, NC 27709.
Name Age Position .
Mark D. Schmidt 57 President, Chief Executive Officer and Chairman of the Board Director
John W. Ringo 77 Director, Secretary and Corporate Counsel
David D. Downing 72 Chief Financial Officer, Treasurer and Director
Aaron Goodman 60 Director, Acquisition Strategy
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected
entityobservation
Aaron Goodman
Read the anchor · page 15
15
4. U.S. Patent No. 7,355,349, issued April 8, 2008, which is entitled Apparatus and Methods for Providing
Emergency Safety Lighting for transforming an existing electrical wall outlet into an emergency lighting
system.
5. U.S. Patent No. 7,452,099, issued November 18, 2008, which is entitled Portable Lighting Device and
embodies portable LED lighting devices comprised of a body, a handle, a user interface and a pivotal support
of a lighting element assembly.
In addition, the Company has two pending patents for Portable Lighting Devices and Multi -Mode Illumination
presently filed as United States patent applications, with anticipation of these patent being granted during 2022 .
Further, the Company anticipates at least six new patent filings for technology developments in three related fields
of use, and patentable technology development has begun in ten other anticipated filings for these fields of use.
H. The need for any government approval of principal products or services. Discuss the status of any requested
government approvals.
We have no pending approvals required to sell our products to our customers. Our products have all necessary
approvals.
Item 10. The nature and extent of the issuer's facilities.
We maintain our principal office at 800 Park Offices Drive, S uite 3209, Research Triangle Park, North Carolina
27709. Our telephone number at that office is (9 84) 683-6894 and our facsimile number is (919) 687- 2911. We
believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any
difficulty securing alternative or additional space, as needed, on terms acceptable to us. We maintain websites at
www.cyberlux.com. The information contained on the website is not deemed to be a part of this annual report.
Part D Management Structure and Financial Information
Item 11. The name of the chief executive officer, members of the board of directors, as well as control
persons.
A. Officers and Directors.
Set forth below are the directors and executive officers of the Company, their ages and positions held with the
Company. The address for each director and executive officer is our principle executive offices, located at 800
Park Offices Drive, Suite 3209, Research Triangle, NC 27709.
Name Age Position .
Mark D. Schmidt 57 President, Chief Executive Officer and Chairman of the Board Director
John W. Ringo 77 Director, Secretary and Corporate Counsel
David D. Downing 72 Chief Financial Officer, Treasurer and Director
Aaron Goodman 60 Director, Acquisition Strategy
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected
entityobservation
William L. Welter
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
entityobservation
Chuck Watts
Read the anchor · page 39
39
PART E: ISSUANCE HISTORY
Item 17. List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within
the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's
most recent fiscal year.
1. The nature of each offering;
2. Any jurisdictions where the offering was registered or qualified;
3. Number of shares offered, number of shares sold;
4. the price at which the shares were offered and the amount actually paid to the issuer;
5. Trading status of the Shares.
6. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the
shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on
the transferability and sale of the shares under the Securities Act.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☐
Please refer to Item 12 NOTE E -STOCKHOLDER'S EQUITY for the list of share transactions.
12/31/2021 Outstanding 5,751,417,345
12/31/2020 Outstanding 4,481,275,578
1,270,141,767
Issuance to: Date Number of Shares Purpose
Cost
Basis
William L. Welter 10/20/2021 70,000,000 Legal Fees $0.00
Acquisitions 549,185,184 $0.01
- Kreatx SHPK 12/22/2021 Acquisition Structure
- FBD Group SHPK 10/9/2021 Acquisition Structure
- HAVAS Group 10/20/2021 Acquisition Structure
- 31 Hectres Project 11/31/2021 Acquisition Structure
Fulcrum Advisors, LLC 11/6/2021 27,637,500 Debt Settlement $0.03
Returned Executive Mgmt Stock 10/29/2021 (420,000,000) Management Incentives $0.00
ALS Management Incentive Stock 10/7/2021 20,000,000 Management Incentives $0.00
246,822,684
Issuance to: Date Number of Shares Purpose
Cost
Basis
Alvin Campbell 9/3/2021 1,850,000 OTC Markets Cost $0.01
Ronald Childs 8/19/2021 3,700,000 OTC Markets Cost $0.01
Ben Eberdt 7/12/2021 20,000,000 Debt Settlement $0.01
Tyrone Everett 7/20/2021 10,000,000 Debt Settlement $0.01
Alvaro Zuluaga 7/31/2021 8,359,083 Management Incentive $0.00
Chuck Watts 7/20/2021 5,000,000 Debt Settlement $0.01
entityobservation
Charles Watts Jr.
Read the anchor · page 40
40
Ken Lewis 9/3/2021 1,000,000 OTC Markets Cost $0.01
Jack Moore 7/26/2021 3,700,000 OTC Markets Cost $0.01
Charles Watts Jr. 7/20/2021 5,400,000 Acquisition Funds $0.01
Robert E. Dawson Jr. 7/20/2021 2,310,000 OTC Markets Cost $0.01
Charles Coote Jr. 7/20/2021 6,200,000 Acquisition Funds $0.01
Ronald Corlew 7/20/2021 5,400,000 Acquisition Funds $0.01
Wynn-Jones Revocable Trust 7/20/2021 5,400,000 Acquisition Funds $0.01
Executive Incentive Stock 7/31/2021 320,000,000 Management Incentive $0.00
CTMC Drone Solutions, LLC 8/13/2021 10,000,000 Acquisition Structure $0.02
FlightEye Management Incentive Stock 9/13/2021 15,000,000 Management Incentive $0.00
423,319,083
Secure Community Technology Purchase 5/27/2021 200,000,000 Technology Purchase $0.00
Operation Alpha Treasury Shares 5/11/2021 400,000,000 Acquisitions Funds $0.00
600,000,000
1,270,141,767
PART F: EXHIBITS
Item 18. Material Contracts.
None that can be disclosed at this time. As possible, the Company will make public any non-confidential
contracts or business relationships that do not compromise the ongoing business.
Item 19. Articles of Incorporation and Bylaws.
See Articles of Incorporation, By Laws and Amendments to Bylaws shown after Item 21, Issuer’s Certifications
included as follows:
Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
[The remainder of this page 40 is intentionally blank, with the Issuer’s Certification on the next page.]
entityobservation
RB Capital Partners
Read the anchor · page 8
8
2. 50.1% increase in Q3 Revenue vs. June Q3 estimates, $2.251M vs. $1.5M.
3. Net Income of $155K for Q3 which was 252% Year over Year.
4. YTD Net Income of $543K which was 289% Year over Year.
- For the ALS and FlightEye business units, we had a very successful field exercise on November 17- 18, with
significant DoD opportunities, both public and private. We have new customers and non-US defense customers
to help drive our 2022 growth.
- For the ITS business unit, we had two days of execution planning in our Miami office as part of the infrastructure
spending bill, and we are in very competitive pursuit of $47M in rural broadband infrastructure across six states,
most likely in the role of subcontractor utilizing our core expertise from the FBD Group acquisition. We are
also driving proposals with ten municipal government opportunities. Our ITS group is also expanding further
in Europe as well.
- We met with potential investment banking partners in NYC and have the foundation for our plans going forward
including several uplisting strategy proposals. We are continuing establish and evaluate the best banking partner
who will deliver the best outcome for our shareholders.
- We demonstrated that our acquisition growth strategy was scaling and exceeded our revised November outlook
by 37%, including the third consecutive month of exceeding our revenue expectations, this month with $1.51M.
We fundamentally advanced the Cyberlux company in all four of our business units, including the new pivotal
asset acquisition of the 30 hectares of the solar power generation, among the many other accomplishments
across the organization.
- We achieved our highest revenue month ever with $1,917,875 in October, exceeding our October projections
of $1,000,000. In addition, our year -to-date revenue through October is $4,096,581, also exceeding our
projected year-to-date revenue of $3,000,000.
- We announced $4,500,000 in funding from California -based RB Capital Partners, In c. to accelerate the
Company’s growth plans across our FlightEye UAS Solutions, Advanced Lighting Solutions, Infrastructure
Technology Solutions and Infrastructure Software Solutions business units. RB Capital and Cyberlux structured
the funding as a premi um-to-market fixed-price convertible note that can only convert to common stock at
$0.25 per share, a significant premium to the stock’s current price of ~$0.046 per share. This debt is obligatorily
convertible on or before the 24-month maturity date in October 2023. Further, RB Capital is prepared to provide
up to an additional $10,500,000 in further funding on the same terms as the share price continues to reflect
Cyberlux Corporation’s growth.
- We announced that United States Government expert and Department of Justice / Department of State veteran
Ms. Cheri Nolan and Strikepoints Consulting, LLC has joined the Company as a Strategic Advisor on our
government business development across the four business units, including FlightEye UAS Solutions,
Advanced Lighting Solutions, Infrastructure Technology Solutions and our Digital Platform Solutions. With
over 40 years of executive experience, Ms. Nolan has had a very distinguished career, serving in the Office of
the White House Chief of Staff, and several appointments at the Department of Justice under five Attorneys
General, including as Senior Advisor to the Attorney General and as Deputy Assistant Attorney General. At the
State Department she served as Director of the Office of Public Liaison and Intergovernmental Affairs. Most
recently, Ms. Nolan served under Attorney General William Barr. In this role, Ms. Nolan served as liaison to
the law enforcement community as well as program oversight, contra cts management, clearance of major
publications, and final review of documents attendant to major national justice policy initiatives.
- We announced the acquisition of FBD Group SHPK, a global telecommunications, infrastructure, software and
service provider, and an innovator in next -generation telecommunications technologies such as 5G, a key
communication technology for unmanned aircraft guidance systems. The FBD Group was founded in 2009 and
is headquartered in Tirana, Albania, a NATO member country, and is one of the key providers of
telecommunications infrastructure and equipment in the region, as well as one of the main suppliers of fiber
optic broadband network infrastructure. With this acquisition, we created a new business unit, Cyberlux
eventattribution
Annual balances and period-bound company representations refer to this date.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
eventattribution
Both executive and financial officers certify this annual disclosure; filing timestamp not independently verified.
Read the anchor · page 41
41
Item 21. Issuer's Certifications.
I, Mark D Schmidt, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ Mark D Schmidt
Mark D Schmidt
Chief Executive Officer (Principal
Executive Officer)
I, David D Downing, certify that:
1. I have reviewed this annual disclosure statement of Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure
statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present, in all material respects, the financial condition,
results of operations and cash flows of the issuer as of, and for the period presented in this disclosure
statement.
Date: April 20, 2022 By: /s/ David D Downing
David D Downing
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
hypothesishypothesis
The repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative i
The repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
hypothesishypothesis
The cash-flow statement may combine non-cash equity/acquisition entries with actual financing cash. Alternatively, underlying transaction ca
The cash-flow statement may combine non-cash equity/acquisition entries with actual financing cash. Alternatively, underlying transaction cash flows omitted from the narrative may reconcile the categories. Bank statements, acquisition consideration schedules and the cash-flow workpaper are required; the displayed labels alone cannot establish fabricated cash.
inferenceinference
The reported gross-common and treasury-share bridge reconciles the headline outstanding count. That resolves one apparent difference while l
The reported gross-common and treasury-share bridge reconciles the headline outstanding count. That resolves one apparent difference while leaving transaction recipients and classifications open.
inferenceinference
The report represents substantial operating growth, but negative operating cash flow and mixed financing labels prevent treating reported pr
The report represents substantial operating growth, but negative operating cash flow and mixed financing labels prevent treating reported profit as cash generated by operations.
inferenceinference
Recurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger re
Recurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
otherattribution
Complete supplied 41-page source reviewed at SHA-256 071e7ef49cbbca79929cfb806dcd9e64d39e3f3226b94282e89238e7c478e3ea. Source assertions, or
Complete supplied 41-page source reviewed at SHA-256 071e7ef49cbbca79929cfb806dcd9e64d39e3f3226b94282e89238e7c478e3ea. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No later financial outcome, current ownership or audit assurance is inferred.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’s assets;
(iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the votin g
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by be ing converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
questionquestion
What original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and
What original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
questionquestion
Which cash and non-cash transaction entries produce the financing total, acquisition gain, share-for-service amounts and treasury return?
questionquestion
What exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the
What exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
questionquestion
What original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed gover
What original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
questionquestion
What are the missing charter/designations, correct Series C authorisation and operative shareholder rights?
questionquestion
Was the additional RB funding advanced, what were the actual note terms and conversion outcome, and did forecast liquidity improvements occu
Was the additional RB funding advanced, what were the actual note terms and conversion outcome, and did forecast liquidity improvements occur?
questionquestion
Is the 420 million difference in common shares unexplained?
eventattribution
Cyberlux reports two Operation Alpha share tranches to William Ferrell
Cyberlux issuance tables report two separate 20,833,333-share restricted Rule 144 tranches to William Ferrell, each labelled Operation Alpha Acquisition Funds and assigned a $0.0012 per-share basis. The reported combined block was 41,666,666 shares with a stated basis of approximately $50,000.
Read the anchor · page 1
he Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☐
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☐
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☐
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirect
eventattribution
Cyberlux later reports CTMC acquisition shares before CTMC exists
Cyberlux's certified annual report identifies 10 million common shares issued to CTMC Drone Solutions, LLC at a $0.02 basis, forty-five days before the LLC's legal formation.
Read the anchor · page 1
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2021
CYBERLUX CORPORATION
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Phone: 984-363-6894
Fax: 919-867-2911
FEDERAL TAX I.D. CUSIP No
91-2048978 23247M205
SIC NUMBER
3674 – Semi-conductors and related devices
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345
As of September 30, 2021, the number of shares outstanding of our Common Sto
inference
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Cyberlux issuance tables report two separate 20,833,333-share restricted Rule 144 tranches to William Ferrell, each labelled Operation Alpha Acquisition Funds and assigned a $0.0012 per-share basis. The reported combined block was 41,666,666 shares with a stated basis of approximately $50,000.supports{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux issuance tables report another 20,833,333 restricted Rule 144 shares to William Ferrell, labelled Operation Alpha Acquisition Funds and assigned a $0.0012 per-share basis.supports{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux's certified annual report identifies 10 million common shares issued to CTMC Drone Solutions, LLC at a $0.02 basis, forty-five days before the LLC's legal formation.supports{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contact attempts and retirement on counsel advice. It also says $3,107,318 and $5,250,000 were already written down in 2020/2019, exhausting $8,357,318, while the 2021 operations statement shows only $740 other income. This does not establish an additional 2021 $3.1 million gain; period and extinguishment records are needed.qualifiesReported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.
2020 report already places the $3,107,318 write-down in 2020. Repeated 2021 narrative is not evidence of another gain or another note extinguishment.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.qualifiesReported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.
2021 cash categories differ between issuer reports and require workpapers; matching printed ending cash does not eliminate the $200 arithmetic difference.
The 2021 rows include October 13 Alvin Campbell 1,851,852 as a stock purchase, September 16 William L. Welter III Trust 70 million at $0.002 for debt settlement/legal fees, September 2 Ronald Childs 3,703,704 and August 23 Tyrone Everett 10 million. The trust is a separately labelled recipient, not automatically the individual William Welter. Repeated identical rows for Priyanka Saxena on August 23, Matt Rivett on August 23 and William Ferrell on July 21 remain in the source; duplication may be a reporting defect or multiple transactions and cannot be silently deduplicated.qualifiesThe issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggregate acquisition shares associated with Kreatx, FBD, HAVAS and a 31-hectare project; Fulcrum Advisors 27,637,500 for debt settlement; negative 420 million executive return; and 20 million ALS incentives. The solar project is dated November 31, 2021, an impossible calendar date, and differs from the 30-hectare narrative. The aggregate is not a separate 549-million issuance to each acquisition.
2022 historical schedule labels William L Welter III Trust with different date/price/purpose detail from 2021 report; do not merge person and trust.
The historical issuance table includes December 28, 2021 Goodman 50 million under a board agreement, Brennan Smith 2 million for PR on December 27, and two RB Capital 125 million debt-purchase rows on October 21 and November 10. November 9 Rock Bay Partners/debt settlement Fulcrum Advisors/Alston Gardner is 27,637,500 at $0.022; November 3 Montague Capital is 200 million at $0.001. Schmidt and Downing each return 210 million on October 25. These printed dates and purposes must remain visible for comparison with the separate 2021 report.qualifiesThe report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.
Both reports describe a 420 million return, but the detailed historical date differs; exact register needed.
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698,767 and $3,001,720 by offsetting $42,382. The 2022 report does not identify a specific reclassification entry for that pair. A generic reclassification policy is not a transaction-level reconciliation.qualifiesThe unaudited balance sheet reports cash $3,530,317, receivables $2,677,300, inventory $271,200, other current assets $1,569,561 and total assets $9,327,043. Current liabilities are $5,782,184; related notes $3,001,720; non-related notes $6,199,953; deferred revenue $62,183; and long-term liabilities $9,263,855. The reported equity deficiency is $5,853,896, with $134,900 Series A classified separately in the notes.
2022 comparative payable and related-note balances differ from the 2021 report by offsetting $42,382; neither is silently replaced.
Three historical recipient entries are October 8 Charles D Watts 50 million at $0.01 for debt settlement, July 21 Charles D Watts 5,384,615 at $0.01 for debt settlement/legal fees, and July 14 Charles D Watts, JR 5 million at $0.01 for debt settlement/legal fees. Exact labels, dates and purpose fields are retained. They cannot be merged or treated as a single verified fee total merely because the names resemble one another or an existing actor.qualifiesThe schedule separately lists Charles Watts Jr. 5.4 million, Charles Coote Jr. 6.2 million, Ronald Corlew 5.4 million and Wynn-Jones Revocable Trust 5.4 million for acquisition funds; 320 million executive incentives; CTMC Drone Solutions 10 million for acquisition structure; and 15 million FlightEye incentives. Chuck Watts and Charles Watts Jr. are distinct source rows and are not automatically merged.
2022 historical schedule gives a 5,384,615 Watts legal-fee/debt row where 2021 uses a rounded 5.4 million acquisition-funds label; identity and consideration remain unverified.
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses $2,822,229, also each $2 above that report. This report’s research note still gives 2021 research $177,726. These exact variants are preserved rather than a single amount silently selected.qualifiesThe operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating income $2,510,159, interest expense $391,816, other income $740, pretax $2,119,083, tax expense $218,317 and net income $1,900,766. The numeric chain reconciles within this statement, though narrative labels and amounts differ. No independent audit opinion is supplied.
2021 revenue and expense variants differ by $2; preserve both source versions.
The comparative 2020 column repeats zero revenue, positive $16,724 gross margin despite $16,724 cost, negative expenses and $123,632 operating income, together with $3,107,318 other income. These are repeated issuer figures, not independent corroboration of the separately reviewed 2020 report.referencesThe operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.
The 2021 report repeats the 2020 comparative figures and source sign issue; shared issuer origin supplies no independent corroboration.
Several differences cluster around $3,000: the statement and roll-forward deficit is $28,679,552 but narrative/tax/going-concern sections use $28,676,552; operating expenses total $2,822,227 in the statement but $2,819,227 in MD&A; the liquidity note labels $2,122,083 as operating income, whereas the statement has operating income $2,510,159, pretax income $2,119,083 and net $1,900,766. The $2,122,083 is $3,000 above pretax, not the statement operating total. All reported values are retained, without inferring which is correct.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.supportsThe cash-flow statement may combine non-cash equity/acquisition entries with actual financing cash. Alternatively, underlying transaction cash flows omitted from the narrative may reconcile the categories. Bank statements, acquisition consideration schedules and the cash-flow workpaper are required; the displayed labels alone cannot establish fabricated cash.
Specifically named source propositions support the bounded distinction or question.
The operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating income $2,510,159, interest expense $391,816, other income $740, pretax $2,119,083, tax expense $218,317 and net income $1,900,766. The numeric chain reconciles within this statement, though narrative labels and amounts differ. No independent audit opinion is supplied.supportsThe report represents substantial operating growth, but negative operating cash flow and mixed financing labels prevent treating reported profit as cash generated by operations.
Specifically named source propositions support the bounded distinction or question.
The claimed loss carry-forward advantage is qualified by a full $28,676,552 reserve and net deferred tax asset zero, possible ownership limitations, uncertain future growth and acknowledged insufficient operating liquidity. Management confidence and future financing intentions do not establish usable tax value or current solvency.supportsManagement expansion and tax-benefit expectations depend on successful future financing, conversion, contracts and taxable results despite the report own limitations.
Specifically named source propositions support the bounded distinction or question.
The balance sheet reports $62,183 deferred revenue, but the revenue policy says no deferred revenue at December 31, 2021 or 2020. This is a specific internal disclosure inconsistency; the underlying customer-contract schedule is needed to resolve it.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
Material contracts are described as none that can be disclosed at this time, not none existing. Articles/bylaws are said to follow the issuer certifications, but the supplied file ends at page 41 with those certifications. Referenced charter materials and transaction contracts are absent from this physical source.supportsWhat are the missing charter/designations, correct Series C authorisation and operative shareholder rights?
Specifically named source propositions support the bounded distinction or question.
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.supportsThe reported gross-common and treasury-share bridge reconciles the headline outstanding count. That resolves one apparent difference while leaving transaction recipients and classifications open.
Specifically named source propositions support the bounded distinction or question.
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contact attempts and retirement on counsel advice. It also says $3,107,318 and $5,250,000 were already written down in 2020/2019, exhausting $8,357,318, while the 2021 operations statement shows only $740 other income. This does not establish an additional 2021 $3.1 million gain; period and extinguishment records are needed.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
The operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating income $2,510,159, interest expense $391,816, other income $740, pretax $2,119,083, tax expense $218,317 and net income $1,900,766. The numeric chain reconciles within this statement, though narrative labels and amounts differ. No independent audit opinion is supplied.supportsWhat original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
Specifically named source propositions support the bounded distinction or question.
The balance sheet reports $62,183 deferred revenue, but the revenue policy says no deferred revenue at December 31, 2021 or 2020. This is a specific internal disclosure inconsistency; the underlying customer-contract schedule is needed to resolve it.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
Reported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.supportsWhich cash and non-cash transaction entries produce the financing total, acquisition gain, share-for-service amounts and treasury return?
Specifically named source propositions support the bounded distinction or question.
The company reports a Colombian solar-property acquisition of 30 hectares and plans for at least 20 MW in 2022, possible reseller/mining arrangements and further expansion. It describes pursuit of $47 million rural broadband work and municipal proposals. These targets and opportunities are not awarded contracts, commissioned capacity or generated revenue. HAVAS is expressly the Colombian entity, not the media company.supportsManagement expansion and tax-benefit expectations depend on successful future financing, conversion, contracts and taxable results despite the report own limitations.
Specifically named source propositions support the bounded distinction or question.
The issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggregate acquisition shares associated with Kreatx, FBD, HAVAS and a 31-hectare project; Fulcrum Advisors 27,637,500 for debt settlement; negative 420 million executive return; and 20 million ALS incentives. The solar project is dated November 31, 2021, an impossible calendar date, and differs from the 30-hectare narrative. The aggregate is not a separate 549-million issuance to each acquisition.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
Officer-note principal/interest is reported as Downing $986,876/$305,026 at 12%, Schmidt $622,006/$291,674 at 10%, Ringo $405,361/$237,882 at 10%; totals $2,014,243/$834,582. All others are $987,477/$451,877 at 10%, but that interest column retains a December 2020 heading while officer interest says December 2021. Identities and date basis for the other lenders are unresolved.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
Officer-note principal/interest is reported as Downing $986,876/$305,026 at 12%, Schmidt $622,006/$291,674 at 10%, Ringo $405,361/$237,882 at 10%; totals $2,014,243/$834,582. All others are $987,477/$451,877 at 10%, but that interest column retains a December 2020 heading while officer interest says December 2021. Identities and date basis for the other lenders are unresolved.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward includes acquisition gain $1,735,872, largely in accumulated deficit, as well as a treasury-share return; both also appear among financing cash-flow lines. The report does not explain how those entries represent cash. Quarterly net results $193,439, $194,524, negative $423,383 and $1,936,186 sum to annual $1,900,766; the separate acquisition gain explains additional movement in accumulated deficit. It must not be mistaken for omitted annual net income merely because it appears in the equity bridge.supportsThe report represents substantial operating growth, but negative operating cash flow and mixed financing labels prevent treating reported profit as cash generated by operations.
Specifically named source propositions support the bounded distinction or question.
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contact attempts and retirement on counsel advice. It also says $3,107,318 and $5,250,000 were already written down in 2020/2019, exhausting $8,357,318, while the 2021 operations statement shows only $740 other income. This does not establish an additional 2021 $3.1 million gain; period and extinguishment records are needed.supportsThe repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
Specifically named source propositions support the bounded distinction or question.
Reported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.supportsThe cash-flow statement may combine non-cash equity/acquisition entries with actual financing cash. Alternatively, underlying transaction cash flows omitted from the narrative may reconcile the categories. Bank statements, acquisition consideration schedules and the cash-flow workpaper are required; the displayed labels alone cannot establish fabricated cash.
Specifically named source propositions support the bounded distinction or question.
The issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggregate acquisition shares associated with Kreatx, FBD, HAVAS and a 31-hectare project; Fulcrum Advisors 27,637,500 for debt settlement; negative 420 million executive return; and 20 million ALS incentives. The solar project is dated November 31, 2021, an impossible calendar date, and differs from the 30-hectare narrative. The aggregate is not a separate 549-million issuance to each acquisition.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
The issuer claims 21 full-time and 70 contract workers across five countries, $177,726 R&D, new patent work, government sales and distributor fulfilment including USSOCOM, and necessary product approvals. It lists five issued lighting patents and prospective further applications, considers suppliers proprietary, and describes manufacturing across regions. The report supplies no contract-level award ledger, patent assignments, clearance decision or proof of current capacity. Claimed ownership is distinct from original title evidence.supportsWhat original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
Specifically named source propositions support the bounded distinction or question.
The report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.supportsIs the 420 million difference in common shares unexplained?
Specifically named source propositions support the bounded distinction or question.
The report acknowledges that preferred issuance may make a majority acquisition harder and describes superior-vote preservation, but answers None to charter/bylaw provisions delaying or preventing control changes. These descriptions need reconciliation against the actual charter; the report alone does not establish the operative legal effect.supportsWhat are the missing charter/designations, correct Series C authorisation and operative shareholder rights?
Specifically named source propositions support the bounded distinction or question.
The balance sheet reports $62,183 deferred revenue, but the revenue policy says no deferred revenue at December 31, 2021 or 2020. This is a specific internal disclosure inconsistency; the underlying customer-contract schedule is needed to resolve it.supportsThe repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
Specifically named source propositions support the bounded distinction or question.
The officer table names Schmidt, Ringo, Downing and Goodman. Biographies contain an older Ringo-chairman description alongside the table naming Schmidt chairman. Compensation is introduced as 2021/2020 but the visible table is labelled 2022/2021: Schmidt $125,000 each; Ringo $50,000 each; Downing $102,000/$66,000; totals $277,000/$241,000. No period correction is silently supplied, and accrued compensation is not proved paid.supportsThe repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
Specifically named source propositions support the bounded distinction or question.
The report describes annual renewable consulting engagements and offices in North Carolina, Miami, Bogotá and Tirana; says no litigation at December 2021 and no significant subsequent events; and states management controls were effective with inherent limitations. No clear subsequent-event evaluation cutoff or independent controls opinion resolves the report anomalies.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward includes acquisition gain $1,735,872, largely in accumulated deficit, as well as a treasury-share return; both also appear among financing cash-flow lines. The report does not explain how those entries represent cash. Quarterly net results $193,439, $194,524, negative $423,383 and $1,936,186 sum to annual $1,900,766; the separate acquisition gain explains additional movement in accumulated deficit. It must not be mistaken for omitted annual net income merely because it appears in the equity bridge.supportsThe cash-flow statement may combine non-cash equity/acquisition entries with actual financing cash. Alternatively, underlying transaction cash flows omitted from the narrative may reconcile the categories. Bank statements, acquisition consideration schedules and the cash-flow workpaper are required; the displayed labels alone cannot establish fabricated cash.
Specifically named source propositions support the bounded distinction or question.
Several differences cluster around $3,000: the statement and roll-forward deficit is $28,679,552 but narrative/tax/going-concern sections use $28,676,552; operating expenses total $2,822,227 in the statement but $2,819,227 in MD&A; the liquidity note labels $2,122,083 as operating income, whereas the statement has operating income $2,510,159, pretax income $2,119,083 and net $1,900,766. The $2,122,083 is $3,000 above pretax, not the statement operating total. All reported values are retained, without inferring which is correct.supportsThe repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
Specifically named source propositions support the bounded distinction or question.
The claimed loss carry-forward advantage is qualified by a full $28,676,552 reserve and net deferred tax asset zero, possible ownership limitations, uncertain future growth and acknowledged insufficient operating liquidity. Management confidence and future financing intentions do not establish usable tax value or current solvency.supportsWas the additional RB funding advanced, what were the actual note terms and conversion outcome, and did forecast liquidity improvements occur?
Specifically named source propositions support the bounded distinction or question.
The report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
The next issuance block reports Alvin Campbell 1.85 million, Ronald Childs 3.7 million, Ken Lewis 1 million, Jack Moore 3.7 million and Robert E. Dawson Jr. 2.31 million for OTC-market costs; Ben Eberdt 20 million and Tyrone Everett 10 million for debt settlement; Alvaro Zuluaga 8,359,083 for management incentive; and Chuck Watts 5 million for debt settlement. Purpose labels are issuer representations, not original agreements or proof that services were rendered.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
The report describes annual renewable consulting engagements and offices in North Carolina, Miami, Bogotá and Tirana; says no litigation at December 2021 and no significant subsequent events; and states management controls were effective with inherent limitations. No clear subsequent-event evaluation cutoff or independent controls opinion resolves the report anomalies.supportsWas the additional RB funding advanced, what were the actual note terms and conversion outcome, and did forecast liquidity improvements occur?
Specifically named source propositions support the bounded distinction or question.
Note E retains Series A redemption/outside-equity treatment, conditional dividends and protective rights; Series B accumulated dividends of $1,416,000 and reported Downing conversion/reissue; and Series C historical figures and conditional 5% dividends. A 2008 Series C outstanding count is not a 2021 balance, and descriptive rights require the underlying instruments before legal conclusions.supportsWhat are the missing charter/designations, correct Series C authorisation and operative shareholder rights?
Specifically named source propositions support the bounded distinction or question.
The headline common outstanding is 5,751,417,345, versus 4,481,275,578 in 2020, an increase of 1,270,141,767. The balance sheet/roll-forward lists 6,171,417,345 gross common shares and 420 million treasury shares; subtraction exactly reconciles to the headline. Those gross and net figures should not be falsely treated as an unexplained discrepancy. Authorised common is 8.75 billion, float 4,097,569,970 and record holders 334.supportsIs the 420 million difference in common shares unexplained?
Specifically named source propositions support the bounded distinction or question.
The headline common outstanding is 5,751,417,345, versus 4,481,275,578 in 2020, an increase of 1,270,141,767. The balance sheet/roll-forward lists 6,171,417,345 gross common shares and 420 million treasury shares; subtraction exactly reconciles to the headline. Those gross and net figures should not be falsely treated as an unexplained discrepancy. Authorised common is 8.75 billion, float 4,097,569,970 and record holders 334.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
Officer-note principal/interest is reported as Downing $986,876/$305,026 at 12%, Schmidt $622,006/$291,674 at 10%, Ringo $405,361/$237,882 at 10%; totals $2,014,243/$834,582. All others are $987,477/$451,877 at 10%, but that interest column retains a December 2020 heading while officer interest says December 2021. Identities and date basis for the other lenders are unresolved.supportsThe repeated $3,000 and period/label differences may reflect incomplete propagation of revisions or reused disclosure text; an alternative is differing unshown adjustments or erroneous entries in the underlying accounts. Original dated filings, trial balance and revision history can discriminate; neither explanation is established by this report.
Specifically named source propositions support the bounded distinction or question.
The report announces $4.5 million funding from RB Capital Partners as a fixed $0.25-per-share convertible note, obligatorily convertible by October 2023, and says RB is prepared to provide up to another $10.5 million on conditions tied to share-price growth. The additional amount is contingent stated capacity, not cash already received; the note itself is absent.supportsWas the additional RB funding advanced, what were the actual note terms and conversion outcome, and did forecast liquidity improvements occur?
Specifically named source propositions support the bounded distinction or question.
The issuer presents Operation Alpha and four business units: Digital Platform Solutions, Unmanned Aircraft Solutions, Infrastructure Technology Solutions and Advanced Lighting Solutions. It reports acquiring CTMC Drone Solutions, FBD Group SHPK, HAVAS Group S.A.S. and Kreatx SHPK, with variant spellings CMTC and Kreantix in the subsidiary paragraph. That paragraph says each is included in the financial statements, despite another checklist answering None to material asset acquisitions. The names and representations are retained; acquisition completion and consideration require original documents.supportsWhat original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
Specifically named source propositions support the bounded distinction or question.
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.supportsIs the 420 million difference in common shares unexplained?
Specifically named source propositions support the bounded distinction or question.
Preferred balances are 26.9806 Series A, 100 million B and 150,000 C; the class-holder counts are 8, 4 and 2. Series B conversion/votes use 200 common per share. Series A is expressly outside equity under Note E. Series C history refers to 700,000 authorised while the security table gives 150,000; its no-voting paragraph mistakenly says Series A. General no-voting descriptions must also be read with specific protective class-consent rights. Original designations are required to resolve wording and authorisation.supportsWhat are the missing charter/designations, correct Series C authorisation and operative shareholder rights?
Specifically named source propositions support the bounded distinction or question.
Reported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.supportsThe report represents substantial operating growth, but negative operating cash flow and mixed financing labels prevent treating reported profit as cash generated by operations.
Specifically named source propositions support the bounded distinction or question.
The officer table names Schmidt, Ringo, Downing and Goodman. Biographies contain an older Ringo-chairman description alongside the table naming Schmidt chairman. Compensation is introduced as 2021/2020 but the visible table is labelled 2022/2021: Schmidt $125,000 each; Ringo $50,000 each; Downing $102,000/$66,000; totals $277,000/$241,000. No period correction is silently supplied, and accrued compensation is not proved paid.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
The company reports a Colombian solar-property acquisition of 30 hectares and plans for at least 20 MW in 2022, possible reseller/mining arrangements and further expansion. It describes pursuit of $47 million rural broadband work and municipal proposals. These targets and opportunities are not awarded contracts, commissioned capacity or generated revenue. HAVAS is expressly the Colombian entity, not the media company.supportsWhat original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
Specifically named source propositions support the bounded distinction or question.
The displayed current-asset/liability totals produce a 2021 surplus of $2,266,193. MD&A compares this to a purported 2020 working-capital deficit $10,061,370, but the shown 2020 current assets $78,838 minus current liabilities $4,721,711 equal negative $4,642,873. The different concept or figure is not silently normalised.supportsRecurring $3,000 differences, narrative/statement labels, deferred-revenue conflict and period anomalies justify exact version and ledger reconciliation. They do not by themselves establish intent or identify the correct replacement figures.
Specifically named source propositions support the bounded distinction or question.
The officer table names Schmidt, Ringo, Downing and Goodman. Biographies contain an older Ringo-chairman description alongside the table naming Schmidt chairman. Compensation is introduced as 2021/2020 but the visible table is labelled 2022/2021: Schmidt $125,000 each; Ringo $50,000 each; Downing $102,000/$66,000; totals $277,000/$241,000. No period correction is silently supplied, and accrued compensation is not proved paid.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
The headline common outstanding is 5,751,417,345, versus 4,481,275,578 in 2020, an increase of 1,270,141,767. The balance sheet/roll-forward lists 6,171,417,345 gross common shares and 420 million treasury shares; subtraction exactly reconciles to the headline. Those gross and net figures should not be falsely treated as an unexplained discrepancy. Authorised common is 8.75 billion, float 4,097,569,970 and record holders 334.supportsThe reported gross-common and treasury-share bridge reconciles the headline outstanding count. That resolves one apparent difference while leaving transaction recipients and classifications open.
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward includes acquisition gain $1,735,872, largely in accumulated deficit, as well as a treasury-share return; both also appear among financing cash-flow lines. The report does not explain how those entries represent cash. Quarterly net results $193,439, $194,524, negative $423,383 and $1,936,186 sum to annual $1,900,766; the separate acquisition gain explains additional movement in accumulated deficit. It must not be mistaken for omitted annual net income merely because it appears in the equity bridge.supportsWhich cash and non-cash transaction entries produce the financing total, acquisition gain, share-for-service amounts and treasury return?
Specifically named source propositions support the bounded distinction or question.
The report announces $4.5 million funding from RB Capital Partners as a fixed $0.25-per-share convertible note, obligatorily convertible by October 2023, and says RB is prepared to provide up to another $10.5 million on conditions tied to share-price growth. The additional amount is contingent stated capacity, not cash already received; the note itself is absent.supportsManagement expansion and tax-benefit expectations depend on successful future financing, conversion, contracts and taxable results despite the report own limitations.
Specifically named source propositions support the bounded distinction or question.
The schedule separately lists Charles Watts Jr. 5.4 million, Charles Coote Jr. 6.2 million, Ronald Corlew 5.4 million and Wynn-Jones Revocable Trust 5.4 million for acquisition funds; 320 million executive incentives; CTMC Drone Solutions 10 million for acquisition structure; and 15 million FlightEye incentives. Chuck Watts and Charles Watts Jr. are distinct source rows and are not automatically merged.supportsWhat exact transfer-agent register, board approvals and contracts reconcile share recipients, purposes, Series B conversion/reissue and the gross/net common counts?
Specifically named source propositions support the bounded distinction or question.
The schedule also reports 200 million shares for Secure Community Technology Purchase and 400 million Operation Alpha treasury shares, with annual net change 1,270,141,767. The Q4 schedule and roll-forward each net to 246,822,684, but component allocations differ: Fulcrum/debt 27,637,500 versus 26,937,500 and differently grouped services/acquisition/working-capital rows. A matching total does not resolve recipient-purpose mapping.supportsWhich cash and non-cash transaction entries produce the financing total, acquisition gain, share-for-service amounts and treasury return?
Specifically named source propositions support the bounded distinction or question.
Several differences cluster around $3,000: the statement and roll-forward deficit is $28,679,552 but narrative/tax/going-concern sections use $28,676,552; operating expenses total $2,822,227 in the statement but $2,819,227 in MD&A; the liquidity note labels $2,122,083 as operating income, whereas the statement has operating income $2,510,159, pretax income $2,119,083 and net $1,900,766. The $2,122,083 is $3,000 above pretax, not the statement operating total. All reported values are retained, without inferring which is correct.supportsWhat original filings and revision history reconcile the $3,000 clusters, compensation years, impossible project date, deferred revenue and subsequent-event cutoff?
Specifically named source propositions support the bounded distinction or question.
The unaudited balance sheet reports cash $3,530,317, receivables $2,677,300, inventory $271,200, other current assets $1,569,561 and total assets $9,327,043. Current liabilities are $5,782,184; related notes $3,001,720; non-related notes $6,199,953; deferred revenue $62,183; and long-term liabilities $9,263,855. The reported equity deficiency is $5,853,896, with $134,900 Series A classified separately in the notes.supportsWhat original acquired-company statements, purchase agreements and customer records support revenue, assets, consolidation and claimed government business?
Specifically named source propositions support the bounded distinction or question.
The report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.supportsThe reported gross-common and treasury-share bridge reconciles the headline outstanding count. That resolves one apparent difference while leaving transaction recipients and classifications open.
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.