Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The issuer expressly acknowledges not observing the common-share reservation requirement.
Read the anchor · page 40
Page 40 of 46
At December 31, 2024 and 2023, the Company had outstanding obligations to issue approximately 10
million and 56 million common shares, respectively, in respect of agreements entered into from 2021
through 2024. The Company has recorded a liability to recognize the obligation.
Among other provisions of the Certificates of Designation of the Series B and C, the Company is required
to reserve a sufficient number of shares of common stock of the Company for the conversion of all shares
of preferred stock. The Company is not currently observing this requirement.
Series B - Convertible Preferred stock
There are 99,000,000 shares of Series B Preferred authorized , and 87,300,000 and 86,0 00,000 shares of
Series B issued and outstanding as of December 31 , 2023 and December 31 , 2024 , respectively . The
conversion ratio is 200:1.
The holders of the Series B shall have the right to vote, separately as a single class, at a meeting of the
holders of the Series B or by such holders ’ written consent or at any annual or special meeting of the
stockholders of the Company 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 B with respect to dividends or
upon the liquidation, dissolution, or winding up of the Company, and (ii) any agreement or other corporate
action which would adversely affect the powers, rights, or preferences of the holders of the Series B.
The holders of record of the Series B shall be entitled to receive cumulative dividends at the rate of twelve
percent per annum (12%) on the face value ($1.00 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 Series B that have not been redeemed shall
be payable quarterly in arrears, 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 B shall have been declared
and paid. These dividends are not recorded until declared by the Company. As of December 31 , 2023 and
December 31, 2024, the liquidation preference of the Series B is approximately $292 million and $292.4
million, respectively, including dividends in arrears.
Upon any liquidation, dissolution or winding up of the Company, 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 c ommon stock, holders of each share of the Series B
shall be entitled to be paid an amount equal in the greater of (a) the face value denominated thereon subject
to adjustment for stock splits, stock dividends, reorganizations, reclassification or other similar events 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 B immediately
prior to such liquidation, dissolution or winding up, or (c) the liquidation preference of $1.00 per share, and
the holders of the Series B shall not be entitled to any further payment.
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
allow the issuance of 150,000 shares.
quotationattribution
The issuer acknowledges vendor collection proceedings, liquidity difficulty and dependence on further financing.
Read the anchor · page 31
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4. The Company Secured a line of credit to fund purchases of equipment to fulfil sales orders. See Note
M.
5. On October 16, 2024, the Global Integrated Services (GIS) business unit received a n approximately
$22 million order through the Company’s Canadian partners as the U.S. prime contractor to supply
aircraft landing systems for F-16 aircraft support. The contract was substantially completed in 2024.
NOTE B - GOING CONCERN MATTERS
The accompanying statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, as of December 31 , 2024 , the Company incurred
accumulated losses of approximately $44,300,000. The Company’s current liabilities were approximately
$51,600,000 as of December 31, 2024, including amounts at issue in claims by several vendors who have
instituted lawsuits or other collection efforts . Resolution and collection of amounts potentially due under
the DoD contract has caused liquidity issue s to the Company. While th ese factors, among others, may
indicate that the Company would be unable to continue as a going concern, m anagement is confident that
business performance in 2025 will ensure the Company is an ongoing growth business for the foreseeable
future.
The Company is actively pursuing additional business growth through acquisitions, organic growth, and
development of new customers and products that are expected to increase the associated cash flow from
operations. Obtaining additional financing to support the successful development of the Company’ s
contemplated operations, and its transition ultimately to the attainment of profitable operations , are
necessary for the Company to continue business . However, no assurance can be given that m anagement’s
actions will result in profitable operations or the resolution of its liquidity problems. If the Company is
unable to raise additional funds, it will need to do one or more of the following:
• Delay research and development projects;
• License third parties to develop and commercialize products or technologies that it would
otherwise seek to develop and commercialize itself;
• Seek strategic alliances or business combinations;
• Attempt to sell the Company;
• Cease operations; or
• Declare bankruptcy.
The Company may continue to raise additional funding from its current investors. In addition, the Company
will continue to seek funds through debt or equity financings, marketing and distribution arrangements and
other collaborations, strategic alliances and licensing arrangements, or other sources of financing. However,
there can be no assurances that such financing or other strategic transactions will be available on acceptable
terms, or at all.
NOTE C- SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying
consolidated financial statements follows:
Basis of presentation
The unaudited condensed consolidated financial statements contained herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC”).
observationobservation
2024 period; both issuer certifications March 31, 2025.
Read the anchor · page 1
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
observationobservation
Common annual increase 264,449,135; equity listed-movement gap 120,204,602.
Read the anchor · page 1
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
observationobservation
Issuer reports December 22, 2023 stop work, May 17, 2024 termination notice and roughly $37.3 million reversal.
Read the anchor · page 15
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On August 29, 2023, Cyberlux Corporation’s UAS Business Unit was awarded a contract of
$78.9 million from its prime vendor Huntington Ingalls Industries (HII) to deliver Cyberlux
K8 Unmanned Aircraft Systems to the U.S. Government for deployment to the Ukr ainian
warfighter end -user. The Company produced a substantial number of the Cyberlux K8
systems under the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract went through the procurement resolution process. The
Company remains under binding contractual confidentiality constraints and is seeking
appropriate consents to update its shareholders and the public.
As background, when originally demonstrated in Ukraine in July of 2022, the K8 was
designed as a complementary product to the existing Ukrainian drone warfare doctrine. By
May 2024, the war environment had changed significantly. In fact, Cyberlux has superseded
its original K8 drones with newer aircraft configurations and the Ukrainian c onflict
continues to drive the rapid evolution of the global UAS industry.
Due to the developments outlined above, and acting prudently in accordance with US GAAP,
the Company decided to reverse approximately $37.3 million in revenue associated with the
Cyberlux K8 contract. Consequently, the fourth quarter and year ended December 31, 2024,
adjusted revenue is $(14.7) million and $48.4 million, respectively, across the Company’s
operations, as seen in the table below.
4Q24 Full Year 2024
UAS $1,554,499
$62,491,954
GIS 19,573,557 19,872,058
DMC 1,481,000 7,530,000
Gross Revenue 22,609,056 89,894,012
Contract Modification /
Intercompany Elimination (37,344,948) (41,488,718)
Reported Revenue $ (14,735,892) $ 48,405,294
Cyberlux is continuing to expand its UAS operations as it executes on broader strategic
initiatives across its core U.S. and Allied military markets.
Datron Military Communications Business Unit
Datron World Communications, a wholly owned subsidiary of Cyberlux, is a world leader
in voice and data radio communications. Datron designs, manufactures, and distributes its
radio products and communications systems to leading government, military, and industrial
organizations in over 100 countries worldwide through a network of local sales and service
observationobservation
2024 net loss $4,299,764 and operating cash use $5,038,657 are different measures.
Read the anchor · page 27
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statements of Operations
Years ended December 31, 2024 and 2023 (Unaudited)
2024 2023
Revenue $ 48,405,294 $ 20,464,645
Cost of goods sold (30,624,015) (8,566,307)
Gross profit
17,781,279
11,898,338
Operating Expenses:
Marketing and advertising 906,780 1,521,845
Depreciation and amortization 2,559,878 623,824
Research and development 157,203
General and administrative expenses 14,343,697 13,002,259
Total operating expenses
19,119,860 15,305,131
Loss from operations (1,338,581) (3,406,793)
Other income/(expense):
Interest income and other 25,272 632,592
Other expenses (305,737) -
Interest expense (1,522,645) (309,754)
Subtotal (1,803,110) 322,838
Net Loss from continuing operations (3,141,691) (3,083,955)
Discontinued Operations
Net income from discontinued operations - 2,296,869
Loss on divestment of subsidiaries - (8,713,952)
Results of Discontinued Operations - (6,417,083)
Income tax provision (1,158,073) -
Net loss available to common
stockholders $(4,299,764) $(9,510,038)
Loss per share
Weighted-average common
Shares outstanding - basic and diluted 5,882,784,180 5,674,543,296
Loss per share – basic and diluted $(0.00) $(0.00)
The accompanying notes are an integral part of these financial statements.
assumptionassumption
Management’s continued-operation and pipeline forecasts depend on financing, collections, government/customer decisions and successful dispu
Management’s continued-operation and pipeline forecasts depend on financing, collections, government/customer decisions and successful dispute resolution that this report does not validate.
claimallegation
The 46-page annual report covers December 31, 2024. Schmidt prepared the disclosure and Downing the financial statements with requested advi
The 46-page annual report covers December 31, 2024. Schmidt prepared the disclosure and Downing the financial statements with requested adviser consultation; both certifications are dated March 31, 2025. The statements are unaudited. The cover marks No for shell status, shell-status change and change in control; the issuer also says no SEC/FINRA halt and no bankruptcy/receivership in its stated interval. These are dated issuer representations, not independent registry or court findings.
Read the anchor · page 1
Page 1 of 46
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
claimallegation
The 2023 issuance history repeats the prior issuer’s advisory, acquisition, teaming, termination, business-separation and preferred return r
The 2023 issuance history repeats the prior issuer’s advisory, acquisition, teaming, termination, business-separation and preferred return rows, including Montague/Denis 30 million B in January 2023 and Richard Brown’s lost-certificate return account. These repeated rows have shared issuer origin; changes in later holdings do not themselves identify the missing transfer or prove prior transactions.
Read the anchor · page 9
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02/15/2024 New 10,000,000 Common $0.001 Yes Bruno
Haineault
Employment Restricted 701
02/14/2024 New 6,618,740 Common $0.25 Yes RB Capital
Partners Inc./
Brett Rosen,
Deborah
Rosen
Conversion of
loan obligation
Restricted 4(a)(2)
10/13/2023 New 10,000,000 Common 0.001 Yes Kasey Cooper Advisory Board
Agreement
Terms
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.05 Yes Phillip Tucker Catalyst
Machineworks
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.05 Yes Neill Whiteley Catalyst
Machineworks
Acquisition
Agreement
Restricted 4(a)(2)
07/07/2023 New 10,000,000 Common 0.001 Yes Matt Jones Advisory Board
Agreement
Terms
Restricted 4(a)(2)
06/21/2023 New 9,000,000 Series B 0.001 Yes Mark D.
Schmidt,
President and
CEO
Management
Incentive and
Voting Control
/ Hostile
Takeover
Protection
Restricted 4(a)(2)
06/21/2023 New 5,000,000 Series B 0.001 Yes Larson J. Isely,
EVP, CTO,
and GM-UAS
Management
Incentive and
Voting Control
/ Hostile
Takeover
Protection
Restricted 4(a)(2)
05/22/2023 New 25,000,000 Common 0.001 Yes Kreatx SHPK/
Enor Nakuçi
Lejdi Koçi
Business
Separation
Agreement
Terms
Restricted 4(a)(2)
05/18/2023 Return to
Treasury
-20,000,000 Series B 0.001 Yes Richard P.
Brown
Affidavit of
Lost
Certificates /
Returned to
Treasury in
2010 but
Transfer Agent
never received.
Restricted 4(a)(2)
05/18/2023 New 10,000,000 Common 0.001 Yes Igor
Stanisavljev
Termination
Agreement
Terms
Restricted 4(a)(2)
claimallegation
RB note dates, outstanding balances and potential conversion counts differ from earlier schedules. The issuer expressly disputes whether cas
RB note dates, outstanding balances and potential conversion counts differ from earlier schedules. The issuer expressly disputes whether cash repayment, conversion between $0.005 and $0.25, or a combination is required. It reports the August 14, 2024 SDCA suit and says the converted note goes to arbitration while other notes remain in court. The report does not independently establish default, enforceable conversion terms or adjudicated liabilities; original notes, amendments and orders are required.
Read the anchor · page 11
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Example: A company with a fiscal year end of December 31st 2024, in addressing this item for its Annual
Report, would include any events that resulted in changes to any class of its outstanding shares from the
period beginning on January 1, 2023 through December 31, 2024 pursuant to the tabular format above.
Any additional material details, including footnotes to the table are below:
None.
B) Convertible Debt
The following is a complete list of the Company’s Convertible Debt which includes all
promissory notes, convertible notes, convertible debentures, or any other debt instruments
convertible into a class of the issuer ’s equity securities . The table includes all issued or
outstanding convertible debt at any time during the last complete fiscal year and any interim
period between the last fiscal year end and the date of this Certification.
☐ Check this box to confirm the Company had no Convertible Debt issued or outstanding
at any point during this period.
Date of
Note
Issuance
Principal
Amount at
Issuance
($)
Outstanding
Balance ($)
(include
accrued
interest)*
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
# Shares
Converted
to Date”
# of
Potential
Shares to be
Issued Upon
Conversion5
Name of
Noteholder
*** You must
disclose the
control person(s)
for any entities
listed
Reason
for
Issuance
(e.g.,
Loan,
Services,
etc.)
10/22/2021 1,500,000 1,738,716 11/08/2023 $0.25 Conversion
per share**
0 6,954,864 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
11/08/2021 1,500,000 1,437,544 11/22/2023 $0.25 Conversion
per share**
0 5,894,176 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
05/23/2022 500,000 565,257 05/23/2024 $0.25 Conversion
per share***
0 3,025,028 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
5 The total number of shares that can be issued upon full conversion of the Outstanding Balance. The number
should not factor any “blockers” or limitations on the percentage of outstanding shares that can be owned by the
Noteholder at a particular time. For purposes of this calculation, please use the current market pricing (e.g. most
recent closing price, bid, etc.) of the security if conversion is based on a variable market rate.
claimallegation
Some fixed-price conversion counts fail direct balance/price checks: RB $565,257 at $0.25 prints 3,025,028 potential shares, Rawls $30,000 a
Some fixed-price conversion counts fail direct balance/price checks: RB $565,257 at $0.25 prints 3,025,028 potential shares, Rawls $30,000 at $0.0013 prints 21,153,846, Bakatsias $57,300 at $0.0013 prints 48,076,923, and June 2024 Dixon $101,750 at $0.0019 prints 63,593,750. Fly Rite and Hayek each retain $125,000 principal, $31,250 outstanding and 31.25 million potential shares at $0.0013. Those are printed figures, not verified formulas; later principal-repayment claims may explain some balance scope but do not reconcile every conversion field.
Read the anchor · page 11
Page 11 of 46
Example: A company with a fiscal year end of December 31st 2024, in addressing this item for its Annual
Report, would include any events that resulted in changes to any class of its outstanding shares from the
period beginning on January 1, 2023 through December 31, 2024 pursuant to the tabular format above.
Any additional material details, including footnotes to the table are below:
None.
B) Convertible Debt
The following is a complete list of the Company’s Convertible Debt which includes all
promissory notes, convertible notes, convertible debentures, or any other debt instruments
convertible into a class of the issuer ’s equity securities . The table includes all issued or
outstanding convertible debt at any time during the last complete fiscal year and any interim
period between the last fiscal year end and the date of this Certification.
☐ Check this box to confirm the Company had no Convertible Debt issued or outstanding
at any point during this period.
Date of
Note
Issuance
Principal
Amount at
Issuance
($)
Outstanding
Balance ($)
(include
accrued
interest)*
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
# Shares
Converted
to Date”
# of
Potential
Shares to be
Issued Upon
Conversion5
Name of
Noteholder
*** You must
disclose the
control person(s)
for any entities
listed
Reason
for
Issuance
(e.g.,
Loan,
Services,
etc.)
10/22/2021 1,500,000 1,738,716 11/08/2023 $0.25 Conversion
per share**
0 6,954,864 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
11/08/2021 1,500,000 1,437,544 11/22/2023 $0.25 Conversion
per share**
0 5,894,176 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
05/23/2022 500,000 565,257 05/23/2024 $0.25 Conversion
per share***
0 3,025,028 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
5 The total number of shares that can be issued upon full conversion of the Outstanding Balance. The number
should not factor any “blockers” or limitations on the percentage of outstanding shares that can be owned by the
Noteholder at a particular time. For purposes of this calculation, please use the current market pricing (e.g. most
recent closing price, bid, etc.) of the security if conversion is based on a variable market rate.
claimallegation
The September 29, 2022 lender rows now name Bilal Maadarani for one $100,000 note and Eris Cali for two, where the 2023 report attributed fo
The September 29, 2022 lender rows now name Bilal Maadarani for one $100,000 note and Eris Cali for two, where the 2023 report attributed four to Bilal. Original funding and assignment records are needed; a name change in the table does not prove an assignment. Other source-specific lenders include Pharaon, Jones, Forgacs, Miller, Rawls trust, Dixon FLP, Bakatsias, Fly Rite/Barbara Settle, Hayek/William Settle, Yessaian, Irizarry and Datron Holdings/Arthur Barter. Potential conversion counts are not outstanding issued stock.
Read the anchor · page 12
Page 12 of 46
07/12/2022 250,000 280,916 07/12/2024 $0.10 Conversion
per share**
0 2,809,160 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
09/29/2022 100,000 109,380 09/29/2025 $0.0049 Conversion
per share or 85% of
10 Day Moving
Average
0 22,322,449 Bilal Maadarani Loan
09/29/2022 100,000 109,216 09/29/2025 $0.0032 Conversion
per share or 85% of
10 Day Moving
Average
0 34,130,000 Eris Cali Loan
09/29/2022 100,000 108,914 09/29/2025 $0.0036 Conversion
per share or 85% of
10 Day Moving
Average
0 30,253,889 Eris Cali Loan
01/22/2023 100,000 109,558 01/22/2027 85% of 10 Day
Moving Average
0 18,982,587 Bassam
Pharaon
Loan
04/06/2023 100,000 108,616 04/06/2026 $0.0035 Conversion
per share
0 31,033,143 Matt Jones Loan
05/09/2023 100,000 120,000 05/09/2024 $0.0043 Conversion
per share
0 27,906,977 Andras Forgacs Loan
05/22/2023 100,000 108,164 05/22/2026 85% of 10 Day
Moving Average
0 18,741,055 Robert Miller Loan
06/14/2023 25,000 30,000 06/14/2024 $0.0013 Conversion
per share
0 21,153,846 Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 15,000 18,000 06/15/2024 $0.0016 Conversion
per share
0 11,250,000 John W. Dixon
FLP
Loan
07/23/2023 50,000 57,300 07/23/2024 $0.0013 Conversion
per share
0 48,076,923 Giorgios
Bakatsias
Loan
07/23/2023 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
0 31,250,000 Fly Rite LLC
Barbara Settle
Loan
07/23/2023 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
0 31,250,000 Hayek
Ventures, LLC
William G. Settle
Loan
08/26/2023 2,500 2,834 08/26/2024 $0.0016 Conversion
per share
0 1,771,250 Charles
Yessaian
Loan
08/26/2023 2,500 2,833 08/26/2024 $0.0016 Conversion
per share
0 1,770,625 Ferdinand
Irizarry
Loan
claimallegation
The issuer describes UAS, Datron Military Communications and Global Integration Services, March 31, 2025 backlog about $48.5 million, Datron
The issuer describes UAS, Datron Military Communications and Global Integration Services, March 31, 2025 backlog about $48.5 million, Datron pipeline over $36 million and future allied-country opportunities. It claims NDAA-compliant platforms while pursuing Blue List status, military demonstrations, ISO processes, technical capabilities and broker licensing. These are source-stated commercial claims and forecasts, not independently established certifications, orders, deliveries or government endorsements. The subsidiary list now names only Datron; the omission of prior Catalyst/CMTC entities does not prove their disposal.
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09/13/2023 2,000,000 2,077,753 09/13/2026 90% of 15 Day
VWAP
0 315,810,573 Datron
Holdings, Inc.
Arthur Barter
Acquisition
note
09/13/2023 2,000,000 2,129,589 09/13/2026 85% of 15 Day
VWAP
0 342,730,005 Datron
Holdings, Inc.
Arthur Barter
Acquisition
note
06/13/2024 100,000 101,750 06/13/2026 $0.0019 Conversion
per share
0 63,593,750 John W. Dixon
FLP
Loan
Any additional material details, including footnotes to the table are below:
* Interest accrued from date of funding, which, in some cases, post-date note issuance dates.
** The outstanding convertible notes issued to RB Capital Partners, Inc. are the subject of current litigation.
Among other disputed matters are the loans required to be repaid in cash or converted into shares and, if so, the
applicable conversion prices. Among other potential outcomes, are (i) monetary repayment of the loans with no
shares issued, (ii) conversion of the shares at rates ranging from $0.005 to $0.25 per share or (iii) a combination of
cash being paid and shares being issued.
3) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
Ensure that these descriptions are updated on the Company’s Profile on www.OTCMarkets.com.
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Founded in 2000, Cyberlux Corporation is a Defense Industry technology solutions company
comprised of three primary business units: Unmanned Aircraft Solutions (UAS), Datron
Military Communications (DMC), and Global Integration Services (GIS). The Company
generates revenues from the sale of products and services through its Business Units.
During 2025, the Company is pursuing additional global opportunities related to each of its
business units, including new opportunities in Ukraine with NATO-member security
assistance funding. As of March 31, 2025, Cyberlux’s order backlog is approximately
$48.5 million across the three business units.
Unmanned Aircraft Solutions Business Unit
Cyberlux Unmanned Aircraft Solutions (UAS) is an innovative leader in advanced Group 1,
Group 2, and Group 3 ‘vertical takeoff and landing’ (VTOL) drones and fixed wing
technology development, manufacturing, and sales. This business unit designs,
manufactures, and distributes its products and airframe systems to leading ‘first person
viewing’ (FPV) and military UAS pilots on a global basis, with sales to both U.S.
government agencies and allied nations through U.S. foreign military sales (FMS). Cyberlux
UAS offers its customers best-in-class products and comprehensive services to satisfy the
requirements of the global UAS military sector. The Cyberlux UAS team is widely
claimallegation
The report identifies HII as prime vendor on the August 29, 2023 $78.9 million K8 subcontract. It says HII issued a December 22, 2023 stop-w
The report identifies HII as prime vendor on the August 29, 2023 $78.9 million K8 subcontract. It says HII issued a December 22, 2023 stop-work order and notified Cyberlux on May 17, 2024 of government termination for convenience, under NDA restrictions. The issuer describes commercial fixed-price/fixed-quantity terms, procurement resolution and continuing confidentiality. Its account of changing Ukrainian doctrine is not independently established termination causation, and the original agreement controls the actual contracting tier and remedies.
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On August 29, 2023, Cyberlux Corporation’s UAS Business Unit was awarded a contract of
$78.9 million from its prime vendor Huntington Ingalls Industries (HII) to deliver Cyberlux
K8 Unmanned Aircraft Systems to the U.S. Government for deployment to the Ukr ainian
warfighter end -user. The Company produced a substantial number of the Cyberlux K8
systems under the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract went through the procurement resolution process. The
Company remains under binding contractual confidentiality constraints and is seeking
appropriate consents to update its shareholders and the public.
As background, when originally demonstrated in Ukraine in July of 2022, the K8 was
designed as a complementary product to the existing Ukrainian drone warfare doctrine. By
May 2024, the war environment had changed significantly. In fact, Cyberlux has superseded
its original K8 drones with newer aircraft configurations and the Ukrainian c onflict
continues to drive the rapid evolution of the global UAS industry.
Due to the developments outlined above, and acting prudently in accordance with US GAAP,
the Company decided to reverse approximately $37.3 million in revenue associated with the
Cyberlux K8 contract. Consequently, the fourth quarter and year ended December 31, 2024,
adjusted revenue is $(14.7) million and $48.4 million, respectively, across the Company’s
operations, as seen in the table below.
4Q24 Full Year 2024
UAS $1,554,499
$62,491,954
GIS 19,573,557 19,872,058
DMC 1,481,000 7,530,000
Gross Revenue 22,609,056 89,894,012
Contract Modification /
Intercompany Elimination (37,344,948) (41,488,718)
Reported Revenue $ (14,735,892) $ 48,405,294
Cyberlux is continuing to expand its UAS operations as it executes on broader strategic
initiatives across its core U.S. and Allied military markets.
Datron Military Communications Business Unit
Datron World Communications, a wholly owned subsidiary of Cyberlux, is a world leader
in voice and data radio communications. Datron designs, manufactures, and distributes its
radio products and communications systems to leading government, military, and industrial
organizations in over 100 countries worldwide through a network of local sales and service
claimallegation
The issuer reports roughly $39 million advanced and $15 million shipped in 2023, $23.145 million remaining advances at 2023 end, and roughly
The issuer reports roughly $39 million advanced and $15 million shipped in 2023, $23.145 million remaining advances at 2023 end, and roughly $54 million and $4 million K8 revenue recognised in 2024 quarters two and three. It later reverses roughly $37.3 million revenue and related costs. Recognition after a termination notice, physical delivery and ultimate entitlement are different issues; this historical accounting narrative alone does not establish improper intent or the final settlement amount.
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On August 29, 2023, Cyberlux Corporation’s UAS Business Unit was awarded a contract of
$78.9 million from its prime vendor Huntington Ingalls Industries (HII) to deliver Cyberlux
K8 Unmanned Aircraft Systems to the U.S. Government for deployment to the Ukr ainian
warfighter end -user. The Company produced a substantial number of the Cyberlux K8
systems under the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract went through the procurement resolution process. The
Company remains under binding contractual confidentiality constraints and is seeking
appropriate consents to update its shareholders and the public.
As background, when originally demonstrated in Ukraine in July of 2022, the K8 was
designed as a complementary product to the existing Ukrainian drone warfare doctrine. By
May 2024, the war environment had changed significantly. In fact, Cyberlux has superseded
its original K8 drones with newer aircraft configurations and the Ukrainian c onflict
continues to drive the rapid evolution of the global UAS industry.
Due to the developments outlined above, and acting prudently in accordance with US GAAP,
the Company decided to reverse approximately $37.3 million in revenue associated with the
Cyberlux K8 contract. Consequently, the fourth quarter and year ended December 31, 2024,
adjusted revenue is $(14.7) million and $48.4 million, respectively, across the Company’s
operations, as seen in the table below.
4Q24 Full Year 2024
UAS $1,554,499
$62,491,954
GIS 19,573,557 19,872,058
DMC 1,481,000 7,530,000
Gross Revenue 22,609,056 89,894,012
Contract Modification /
Intercompany Elimination (37,344,948) (41,488,718)
Reported Revenue $ (14,735,892) $ 48,405,294
Cyberlux is continuing to expand its UAS operations as it executes on broader strategic
initiatives across its core U.S. and Allied military markets.
Datron Military Communications Business Unit
Datron World Communications, a wholly owned subsidiary of Cyberlux, is a world leader
in voice and data radio communications. Datron designs, manufactures, and distributes its
radio products and communications systems to leading government, military, and industrial
organizations in over 100 countries worldwide through a network of local sales and service
claimallegation
The segment-style revenue table gives 2024 UAS $62,491,954, GIS $19,872,058 and DMC $7,530,000, total $89,894,012. Contract modification/int
The segment-style revenue table gives 2024 UAS $62,491,954, GIS $19,872,058 and DMC $7,530,000, total $89,894,012. Contract modification/intercompany elimination of $41,488,718 produces reported $48,405,294. Q4 gross $22,609,056 less $37,344,948 gives negative $14,735,892. These arithmetic relationships reconcile; the combined adjustment label must not be treated as wholly one contract reversal or cash repayment.
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On August 29, 2023, Cyberlux Corporation’s UAS Business Unit was awarded a contract of
$78.9 million from its prime vendor Huntington Ingalls Industries (HII) to deliver Cyberlux
K8 Unmanned Aircraft Systems to the U.S. Government for deployment to the Ukr ainian
warfighter end -user. The Company produced a substantial number of the Cyberlux K8
systems under the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract went through the procurement resolution process. The
Company remains under binding contractual confidentiality constraints and is seeking
appropriate consents to update its shareholders and the public.
As background, when originally demonstrated in Ukraine in July of 2022, the K8 was
designed as a complementary product to the existing Ukrainian drone warfare doctrine. By
May 2024, the war environment had changed significantly. In fact, Cyberlux has superseded
its original K8 drones with newer aircraft configurations and the Ukrainian c onflict
continues to drive the rapid evolution of the global UAS industry.
Due to the developments outlined above, and acting prudently in accordance with US GAAP,
the Company decided to reverse approximately $37.3 million in revenue associated with the
Cyberlux K8 contract. Consequently, the fourth quarter and year ended December 31, 2024,
adjusted revenue is $(14.7) million and $48.4 million, respectively, across the Company’s
operations, as seen in the table below.
4Q24 Full Year 2024
UAS $1,554,499
$62,491,954
GIS 19,573,557 19,872,058
DMC 1,481,000 7,530,000
Gross Revenue 22,609,056 89,894,012
Contract Modification /
Intercompany Elimination (37,344,948) (41,488,718)
Reported Revenue $ (14,735,892) $ 48,405,294
Cyberlux is continuing to expand its UAS operations as it executes on broader strategic
initiatives across its core U.S. and Allied military markets.
Datron Military Communications Business Unit
Datron World Communications, a wholly owned subsidiary of Cyberlux, is a world leader
in voice and data radio communications. Datron designs, manufactures, and distributes its
radio products and communications systems to leading government, military, and industrial
organizations in over 100 countries worldwide through a network of local sales and service
claimallegation
GIS claims an October 16, 2024 Canadian-partner aircraft-landing-system order approximately $22–22.7 million and about $19.9 million fulfill
GIS claims an October 16, 2024 Canadian-partner aircraft-landing-system order approximately $22–22.7 million and about $19.9 million fulfilled/substantial 2024 completion. Note M describes a purchase-order facility up to $7 million, amended March/April 2024, at prime plus 0.0164% as printed, collateralised by specified order assets with customer receipts remitted to the lender. The issuer reports $6.95 million drawn, $268,000 accrued interest and $370,000 expense. Agreements and bank records are needed to establish rate period, collateral, actual proceeds and compliance.
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Cyberlux GIS develops specific defense technology solutions based on foreign military
customer requirements, specializing in diverse aspects of warfare, across a wide array of
missions.
In a broader context, GIS is engaging with foreign allies and U.S. domestic customers at the
tactical unit level, understanding their challenges and requirements, in order to provide
comprehensive tactical and operational solutions. The business unit focuses both on the end-
user level and the multiple tiers of stakeholders within the Ministry of Defense. The GIS
team is highly experienced at capturing comprehensive requirements and gaining first mover
advantage in order to deliver best -in-class solutions, r egardless of the range of customer
needs. Globally, GIS is concentrating on comprehensive border security solutions, including
product integration, global delivery, capability training, and field service and support. From
the GIS customer activity, Cyberlu x’s research and development for future products is
highly targeted and driven by global requirements.
Global Integration Services Business Development
As announced on October 16, 2024, the GIS business unit is already playing a key role in
delivering the next phase of Cyberlux growth, starting with a $22.7 million contract through
Canadian partners as the U.S. prime contractor to provide aircraft instrum ent landing
systems (ILS) for F -16 aircraft support. During fourth quarter 2024, GIS fulfilled $19.9
million of the $22.7 million contact. GIS anticipates additional ILS orders during the third
quarter of 2025.
GIS is specifically focused on delivering border security solutions to U.S. allied partner
nations. With the strength of the Cyberlux relationships across the Middle East and Africa,
GIS is developing Foreign Military Sales (FMS) border security solutions with four U.S.
allies, with the current expectation of funding decisions occurring during the fourth quarter
of 2025.
Additionally, the GIS business unit is duly licensed to operate as a broker of any U.S. -
approved military asse t to aid foreign allied governments. This allows GIS to conduct
substantial integrated solution transactions involving large equipment (such as tanks and
airplanes) and best -in-class integrated solutions . GIS expects to announce significant
capability partnerships during 2025 in support of the integrated services mission.
B. List any subsidiaries, parent company, or affiliated companies.
Cyberlux operates though Cyberlux Corporation, and its subsidiar y Datron World
Communications, Inc.
C. Describe the issuers’ principal products or services.
The Company offers the products and services of its Unmanned Aircraft Solutions (UAS),
Datron Military Communications (DMC), and Special Activities (SA) to U.S. government
agencies, including USSOCOM, USNAVY, USCENTCOM, USEUCOM, USAFRICOM,
and USINDOPACOM and allied foreign nations. These transactions are often facilitated by
relationships with various prime vendors such as HII and ADS, Inc, or through U.S. foreign
military sales (FMS). T he majority of the Company’ s products are shipped by common
carrier resulting in recognition of revenues upon shipment at which time , control passes to
the customer.
claimallegation
The issuer gives Spring Texas lease expiry November 30, 2025 and Vista California expiry December 2026; headquarters renews annually. Lease
The issuer gives Spring Texas lease expiry November 30, 2025 and Vista California expiry December 2026; headquarters renews annually. Lease notes give combined monthly rent about $96,000, 2024 rent about $1 million, undiscounted payments $1,847,756, imputed interest $434,343 and present value $1,413,143. Remaining terms are variously 1.75 weighted years and 1.5 approximate years; the 2023 comparator is now three years rather than the older table’s two. Preserve scope and period differences pending actual leases.
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The products and services include:
Unmanned Aircraft Solutions (UAS) : Military -Grade unmanned aircraft hardware and
software; advanced guidance system and targeting platforms; enhanced Intelligence,
Surveillance and Reconnaissance (ISR) capability; Infrared Night Vision and Thermal
Sensor technology; Eye -in-the-Sky Monitoring; LiDAR Mapping and Perception
Attainment; and Advanced Kinetic Capabilities.
Datron Military Communications (DMC): Military-Grade voice and data radio
communications, including the HH3100 multiband radio line products and the PRC7700 HF
radio line products; and the Cyberlux Advanced Lighting Systems products.
Global Integration Services (GIS): Integrated defense technology solutions, with a focus
on comprehensive border security solutions, to solve U.S. and foreign allied military
customer requirements across various aspects of warfare, through product integration, global
delivery, capability training, and field service and support . This extends to brokered
capabilities including critical aspects of military capability training, munitions, heavy and
light weapons, Soldier Systems, communications, battlefield technology integration, cyber,
maritime operations, air operations, and unmanned aircraft systems operations and tactics
training.
4) Issuer’s Facilities
The goal of this section is to provide investor s with a clear understanding of all assets, properties
or facilities owned, used, or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer.
Describe the location of office space, data centers, principal plants, and other property of the issuer
and describe the condition of the properties. Specify if the assets, properties, or facilities are owned
or leased and the terms of their leases. If the issuer does not have complete ownership or control of
the property, describe the limitations on the ownership.
The Company maintain s its principal headquarters office at 800 Park Offices Drive, Suite
3209, Research Triangle Park, NC 27709. This is a leased office suite for headquarters staff,
renewed annually.
The UAS division has its office and manufacturing facility located at 21631 Rhodes Road,
Spring, TX 77388. This is a 21,450 square foot facility with a renewable three- year lease,
which was renegotiated to expire November 30, 2025.
Company subsidiary Datron has its office and manufacturing facility at 995 Joshua Way,
Vista CA 92081. This is a 47,174 square foot facility with a renewable five -year lease,
expiring December 2026.
5) All Officers, Directors, and Control Persons of the Company
Using the table below, please provide information, as of the period end date of this report, regarding
all officers and directors of the company, or any person that performs a similar function, regardless
of the number of shares they own.
claimallegation
Common outstanding rises from 5,728,914,810 to 5,993,363,945, an increase of 264,449,135. The front 2024 common issuance rows sum exactly to
Common outstanding rises from 5,728,914,810 to 5,993,363,945, an increase of 264,449,135. The front 2024 common issuance rows sum exactly to that increase. Authorised common is 7 billion and record holders 382. Reconciling the aggregate does not authenticate recipients, consideration or the separate equity statement.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
claimallegation
Cyberlux asserts full compliance with the June 2023 AWH/Secure settlement, characterises California/Texas enforcement as unsupported, report
Cyberlux asserts full compliance with the June 2023 AWH/Secure settlement, characterises California/Texas enforcement as unsupported, reports 19 garnishments and an injunction action, and expects success. These are adversarial issuer assertions, not findings that enforcement failed or lacked merit. The more abbreviated note and fuller front litigation section share origin; the actual pleadings, orders, agreement and payment history are required.
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1. Been the subject of an indictment or conviction in a criminal proceeding or plea
agreement or named as a defendant in a pending criminal proceeding
(excluding minor traffic violations);
None.
2. Been the subject of 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,
financial- or investment-related, insurance or banking activities;
None.
3. Been the subject of a finding, disciplinary order or judgment by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission, the Commodity Futures Trading Commission, a state securities
regulator of a violation of federal or state securities or commodities law, or a
foreign regulatory body or court, which finding or judgment has not been
reversed, suspended, or vacated;
None.
4. Named as a defendant or a respondent in a regulatory complaint or proceeding
that could result in a “yes” answer to part 3 above; or
None.
5. Been the subject 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.
6. Been the subject of a U.S Postal Service false representation order, or a
temporary restraining order, or preliminary injunction with respect to conduct
alleged to have violated the false representation statute that applies to U.S mail.
None.
B. Describe briefly any material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which the issuer or any of its subsidiaries is a party to
or of which any of their property is the subject. Include the name of the court or agency in
which the proceedings are pending, the date instituted, the principal parties thereto, a
description of the factual basis alleged to underlie the proceeding and the relief sought.
Include similar information as to any such proceedings known to be contemplated by
governmental authorities.
A complaint was filed in August of 2022, in the Circuit Court for the city of Richmond, VA
by Atlantic Wave Holdings, LLC, and Secure Community LLC v. Cyberlux Corporation and
Mark D. Schmidt regarding a contractual dispute relating to licensed BrightEye l ighting
product intellectual property and business development performance. That litigation was
claimallegation
Professional disclosures name Ranno securities counsel, Pennett/Eisner Advisory Group accounting consultant, Flying V/Brennan Smith IR, Clar
Professional disclosures name Ranno securities counsel, Pennett/Eisner Advisory Group accounting consultant, Flying V/Brennan Smith IR, Clarke/Tjong & Hsia and Gray/Thompson Coburn legal counsel. Public communication channels include X, LinkedIn and company website, with no Discord/Facebook listed. These source-stated roles/channels do not authenticate every outside communication or establish an audit engagement.
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settled in June of 2023, and the Company is currently in full compliance with the terms of
that settlement agreement. Nonetheless, Atlantic Wave and Secure Community filed
lawsuits in California and in Texas in an attempt to enforce the settled judgement without
proof of breach. These parties have also filed 19 garnishment actions against various
business partners and prior business partners. The aggressiveness of these plaintiffs in
seeking to enforce an order that was subsequently settled in another jurisdiction has not met
with success. Recently, Cyberlux served Atlantic Wave and Secure Community with an
action to enjoin these judicial filings and any further filings to enforce that settled matter
particularly since Cyberlux is in compliance with the settlement agreement in question. We
expect the injunctive action to be successful and to resolve this dispute under the terms of
that settlement agreement in the near future.
As set forth in Item 3 above, and discussed in Note G to the financial statements, Cyberlux
issued convertible promissory notes to RB Capital Partners, Inc. (“RB Capital”) with
maturity dates through July 2024. As reflected above, in February 2024, RB Capital
converted $1,654,685, including accrued interest into 6,618,740 shares of Common Stock.
Cyberlux disputes the terms of the notes, and ha d been in discussions with RB Capital
regarding the same. On August 14, 2024, RB Capital filed a complaint in the United States
District Court for the Southern District of California seeking payment of the notes and
attorneys’ fees. Cyberlux is vigorously defending its position and has moved to have the
matter settled by arbitration. The court granted our motion to move the matter into arbitration
for the converted note, but retained jurisdiction as to the other notes. As a result, this matter
is being addressed both in federal court and through the arbitral process.
The Company is subject to other legal proceedings and claims, which arise in the ordinary
course of its business.
7) Third Party Service Providers
Provide the name, address, telephone number and email address of each of the following outside
providers. You may add additional space as needed.
Confirm that the information in this table matches your public company profile on
www.OTCMarkets.com. If any updates are needed to your public company profile, update your
company profile.
Securities Counsel
Name: Carl P. Ranno
Firm: Law Office of Carl P. Ranno
Address 1: 2733 East Vista Drive
Address 2: Phoenix, AZ 85032
Phone: 602.493.0369
Email: carlranno@cox.net
Accountant or Auditor
Name: John Pennett, Partner – Accounting consultant
Firm: Eisner Advisory Group LLC
claimallegation
2024 assets total $37,030,983, including cash $4,952,219, receivables $4,925,887, inventory $15,788,873, other current $1,177,000, current t
2024 assets total $37,030,983, including cash $4,952,219, receivables $4,925,887, inventory $15,788,873, other current $1,177,000, current total $26,843,979, equipment $496,792, right-of-use $1,118,490, intangibles $8,371,722 and other investment $200,000. Current liabilities $51,627,905 plus long-term $1,413,143 less equity deficit $16,010,065 equal assets. These are unaudited carrying amounts, not verified recoverability or current financial status.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Balance Sheet
December 31, 2024 and 2023 (Unaudited)
2024 2023
Assets
Current assets:
Cash and cash equivalents $4,952,219 $3,198,280
Accounts receivable, net of allowance for doubtful accounts 4,925,887 1,324,699
Inventory 15,788,873 16,818,126
Other current assets 1,177,000 238,565
Total current assets 26,843,979 21,579,670
Other Assets:
Property and equipment, net of accumulated depreciation 496,792 1,034,033
Right of use asset, net 1,118,490 428,555
Intangible assets, net of accumulated amortization 8,371,722 10,478,722
Other investment 200,000 200,000
Total Assets $37,030,983 $33,720,980
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $3,971,581 $ 2,251,426
Accrued interest 2,781,198 2,065,143
Borrowings under line of credit 6,950,000 -
Notes payable, related parties 2,516,756 2,570,762
Notes payable, non-related parties 5,918,435 7,709,395
Datron acquisition notes payable, net of discount (current) 3,791,667 -
Liability for common stock to be issued 10,000 258,960
Customer deposits and deferred revenue 1,905,000 23,939,171
Accrued liabilities 23,783,268 4,381,135
Total current liabilities 51,627,905 43,175,922
Long-term liabilities:
Datron acquisition notes payable, net of discount (long term) - 3,541,667
Lease liabilities and other 1,413,143 759,671
Total long-term liabilities 1,413,143 4,301,338
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and outstanding as of
December 31, 2023 and 2024 - -
Class B Preferred shares, 87,300,000 and 86,000,000 shares issued and
outstanding as of December 31, 2023 and 2024, respectively 147,000 144,000
Class C Preferred shares, 150,000 shares issued and
outstanding as of December 31, 2023 and 2024 150 150
Common stock, $0.001 par value, 7 billion shares authorized,
5,728,914,810 and 5,993,363,945 shares issued and outstanding
As of December 31, 2023 and 2024, respectively. 7,650,019 7,385,577
Treasury stock (1,181,000) (1,176,700)
Additional paid-in capital 21,672,881 19,889,914
Accumulated deficit (44,299,115) (39,999,351)
claimallegation
Current liabilities include credit line $6.95 million, related notes $2,516,756, other notes $5,918,435, Datron acquisition debt $3,791,667,
Current liabilities include credit line $6.95 million, related notes $2,516,756, other notes $5,918,435, Datron acquisition debt $3,791,667, customer deposits $1,905,000 and accrued liabilities $23,783,268. Datron debt is current despite a September 2026 printed maturity; contractual acceleration or classification basis must be checked. Note G’s RB $3.5 million plus others $2,418,435 equals balance-sheet $5,918,435, not its printed short-term total $6,918,435. The $1 million subtotal error is not evidence of a separate debt.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Balance Sheet
December 31, 2024 and 2023 (Unaudited)
2024 2023
Assets
Current assets:
Cash and cash equivalents $4,952,219 $3,198,280
Accounts receivable, net of allowance for doubtful accounts 4,925,887 1,324,699
Inventory 15,788,873 16,818,126
Other current assets 1,177,000 238,565
Total current assets 26,843,979 21,579,670
Other Assets:
Property and equipment, net of accumulated depreciation 496,792 1,034,033
Right of use asset, net 1,118,490 428,555
Intangible assets, net of accumulated amortization 8,371,722 10,478,722
Other investment 200,000 200,000
Total Assets $37,030,983 $33,720,980
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $3,971,581 $ 2,251,426
Accrued interest 2,781,198 2,065,143
Borrowings under line of credit 6,950,000 -
Notes payable, related parties 2,516,756 2,570,762
Notes payable, non-related parties 5,918,435 7,709,395
Datron acquisition notes payable, net of discount (current) 3,791,667 -
Liability for common stock to be issued 10,000 258,960
Customer deposits and deferred revenue 1,905,000 23,939,171
Accrued liabilities 23,783,268 4,381,135
Total current liabilities 51,627,905 43,175,922
Long-term liabilities:
Datron acquisition notes payable, net of discount (long term) - 3,541,667
Lease liabilities and other 1,413,143 759,671
Total long-term liabilities 1,413,143 4,301,338
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and outstanding as of
December 31, 2023 and 2024 - -
Class B Preferred shares, 87,300,000 and 86,000,000 shares issued and
outstanding as of December 31, 2023 and 2024, respectively 147,000 144,000
Class C Preferred shares, 150,000 shares issued and
outstanding as of December 31, 2023 and 2024 150 150
Common stock, $0.001 par value, 7 billion shares authorized,
5,728,914,810 and 5,993,363,945 shares issued and outstanding
As of December 31, 2023 and 2024, respectively. 7,650,019 7,385,577
Treasury stock (1,181,000) (1,176,700)
Additional paid-in capital 21,672,881 19,889,914
Accumulated deficit (44,299,115) (39,999,351)
claimallegation
The 2023 comparative accrued-liability amount is $4,381,135 versus $4,406,195 in the earlier report. Listed 2023 current components sum $43,
The 2023 comparative accrued-liability amount is $4,381,135 versus $4,406,195 in the earlier report. Listed 2023 current components sum $43,175,992 but the comparative subtotal is $43,175,922, a $70 difference. The 2024 accrued components $1,942,410 payroll/taxes/other, $17,941,784 vendors, $1,358,073 income taxes and $2,541,000 commissions sum $23,783,267 versus the printed $23,783,268. Preserve the distinct sizes and do not infer recipients or misconduct from aggregates.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Balance Sheet
December 31, 2024 and 2023 (Unaudited)
2024 2023
Assets
Current assets:
Cash and cash equivalents $4,952,219 $3,198,280
Accounts receivable, net of allowance for doubtful accounts 4,925,887 1,324,699
Inventory 15,788,873 16,818,126
Other current assets 1,177,000 238,565
Total current assets 26,843,979 21,579,670
Other Assets:
Property and equipment, net of accumulated depreciation 496,792 1,034,033
Right of use asset, net 1,118,490 428,555
Intangible assets, net of accumulated amortization 8,371,722 10,478,722
Other investment 200,000 200,000
Total Assets $37,030,983 $33,720,980
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $3,971,581 $ 2,251,426
Accrued interest 2,781,198 2,065,143
Borrowings under line of credit 6,950,000 -
Notes payable, related parties 2,516,756 2,570,762
Notes payable, non-related parties 5,918,435 7,709,395
Datron acquisition notes payable, net of discount (current) 3,791,667 -
Liability for common stock to be issued 10,000 258,960
Customer deposits and deferred revenue 1,905,000 23,939,171
Accrued liabilities 23,783,268 4,381,135
Total current liabilities 51,627,905 43,175,922
Long-term liabilities:
Datron acquisition notes payable, net of discount (long term) - 3,541,667
Lease liabilities and other 1,413,143 759,671
Total long-term liabilities 1,413,143 4,301,338
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and outstanding as of
December 31, 2023 and 2024 - -
Class B Preferred shares, 87,300,000 and 86,000,000 shares issued and
outstanding as of December 31, 2023 and 2024, respectively 147,000 144,000
Class C Preferred shares, 150,000 shares issued and
outstanding as of December 31, 2023 and 2024 150 150
Common stock, $0.001 par value, 7 billion shares authorized,
5,728,914,810 and 5,993,363,945 shares issued and outstanding
As of December 31, 2023 and 2024, respectively. 7,650,019 7,385,577
Treasury stock (1,181,000) (1,176,700)
Additional paid-in capital 21,672,881 19,889,914
Accumulated deficit (44,299,115) (39,999,351)
claimallegation
2024 revenue $48,405,294 less cost $30,624,015 gives gross $17,781,279. Operating expenses total $19,119,860 and operating loss $1,338,581.
2024 revenue $48,405,294 less cost $30,624,015 gives gross $17,781,279. Operating expenses total $19,119,860 and operating loss $1,338,581. The research cell is visibly blank, but subtracting marketing $906,780, depreciation/amortisation $2,559,878 and G&A $14,343,697 from total expenses implies $1,309,505, consistent in scale with the note’s approximately $1.31 million. That amount is an analyst calculation, not text printed in the blank cell. Other expense subtotal $1,803,110 and tax $1,158,073 produce net loss $4,299,764.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statements of Operations
Years ended December 31, 2024 and 2023 (Unaudited)
2024 2023
Revenue $ 48,405,294 $ 20,464,645
Cost of goods sold (30,624,015) (8,566,307)
Gross profit
17,781,279
11,898,338
Operating Expenses:
Marketing and advertising 906,780 1,521,845
Depreciation and amortization 2,559,878 623,824
Research and development 157,203
General and administrative expenses 14,343,697 13,002,259
Total operating expenses
19,119,860 15,305,131
Loss from operations (1,338,581) (3,406,793)
Other income/(expense):
Interest income and other 25,272 632,592
Other expenses (305,737) -
Interest expense (1,522,645) (309,754)
Subtotal (1,803,110) 322,838
Net Loss from continuing operations (3,141,691) (3,083,955)
Discontinued Operations
Net income from discontinued operations - 2,296,869
Loss on divestment of subsidiaries - (8,713,952)
Results of Discontinued Operations - (6,417,083)
Income tax provision (1,158,073) -
Net loss available to common
stockholders $(4,299,764) $(9,510,038)
Loss per share
Weighted-average common
Shares outstanding - basic and diluted 5,882,784,180 5,674,543,296
Loss per share – basic and diluted $(0.00) $(0.00)
The accompanying notes are an integral part of these financial statements.
claimallegation
The 2023 comparative shifts the $8,713,952 disposal loss into discontinued operations, giving continuing loss $3,083,955 and discontinued lo
The 2023 comparative shifts the $8,713,952 disposal loss into discontinued operations, giving continuing loss $3,083,955 and discontinued loss $6,417,083, net loss unchanged $9,510,038. Interest/other income is $632,592 versus earlier $623,593, an $8,999 difference. The later amortisation note gives 2023 approximately $557,000 versus earlier $683,000; together with approximately $67,000 depreciation, the revised note aligns in scale with $623,824 combined statement expense. These are version comparisons, not silent replacement or independent assurance.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statements of Operations
Years ended December 31, 2024 and 2023 (Unaudited)
2024 2023
Revenue $ 48,405,294 $ 20,464,645
Cost of goods sold (30,624,015) (8,566,307)
Gross profit
17,781,279
11,898,338
Operating Expenses:
Marketing and advertising 906,780 1,521,845
Depreciation and amortization 2,559,878 623,824
Research and development 157,203
General and administrative expenses 14,343,697 13,002,259
Total operating expenses
19,119,860 15,305,131
Loss from operations (1,338,581) (3,406,793)
Other income/(expense):
Interest income and other 25,272 632,592
Other expenses (305,737) -
Interest expense (1,522,645) (309,754)
Subtotal (1,803,110) 322,838
Net Loss from continuing operations (3,141,691) (3,083,955)
Discontinued Operations
Net income from discontinued operations - 2,296,869
Loss on divestment of subsidiaries - (8,713,952)
Results of Discontinued Operations - (6,417,083)
Income tax provision (1,158,073) -
Net loss available to common
stockholders $(4,299,764) $(9,510,038)
Loss per share
Weighted-average common
Shares outstanding - basic and diluted 5,882,784,180 5,674,543,296
Loss per share – basic and diluted $(0.00) $(0.00)
The accompanying notes are an integral part of these financial statements.
claimallegation
2024 operating cash negative $5,038,657, investing negative $15,000 and financing positive $6,807,596 sum to cash increase $1,753,939, exact
2024 operating cash negative $5,038,657, investing negative $15,000 and financing positive $6,807,596 sum to cash increase $1,753,939, exactly bridging $3,198,280 to $4,952,219. Financing is principally $6.95 million credit-line proceeds less $142,404 related-note payments. Operations includes receivable growth negative $3,601,188, accrual increase positive $19,096,515 and deposit decrease negative $22,034,171. These cash categories do not themselves trace use of particular government or lender funds.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statement of Cash Flows
Years ended December 31, 2024 and 2023 (Unaudited)
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss available to common stockholders $ (4,299,764) $ (9,510,038)
Adjustments to reconcile net income (loss) to cash flow from
operations
Issuance of common stock in exchange for services or to debtholders 210,205 174,000
Noncash interest expense 253,000 41,667
Loss on disposition of subsidiaries - 8,713,952
Amortization and depreciation 2,559,878 623,824
Changes in assets and liabilities, net of amounts acquired in the
Datron acquisition
Accounts receivable (3,601,188) 299,764
Inventories 1,029,253 (10,767,718)
Prepaid expenses (938,436) 90,603
Right of use asset 210,065 363,655
Changes in working capital accounts of discontinued
operations and other, net - (567,268)
Accounts payable 1,720,155 (1,726,110)
Accrued liabilities 19,096,515 (2,546,871)
Customer deposits (22,034,171) 23,939,171
Other liabilities and other (305,439) (444,880)
Accrued interest 1,061,270 90,666
Net cash provided by (used in) operating activities (5,038,657) 8,774,417
CASH FLOWS FROM
INVESTING ACTIVITIES:
Expenditures for fixed assets (15,000) (723,872)
Expenditures for intangible assets - (6,440)
Investment in Datron, net of cash - (5,998,000)
Net cash used in investing activities (15,000) (6,328,312)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 6,950,000 -
Proceeds from sale of common stock - 137,505
Net proceeds (payments) from borrowings - 553,000
Net proceeds (payments) from notes payable, related parties (142,404) (846,972)
Net cash provided by (used in) financing activities 6,807,596 (156,467)
Net increase in cash and cash equivalents 1,753,939 2,289,638
Cash and cash equivalents at beginning of period 3,198,280 953,105
Cash and cash equivalents at end of period $4,952,219 $3,198,280
SUPPLEMENTAL DISCLOSURES:
Interest paid $102,000 -
NON-CASH ACTIVITIES:
Conversion of Debt and accrued interest for common stock $1,761,000
Debt issued in Datron acquisition - $4,000,000
Accrual related to disposition of subsidiaries - $500,000
Initial recording of lease assets and liabilities $600,000 -
The accompanying notes are an integral part of these financial statements.
claimallegation
The 2023 comparative Datron cash investment is now negative $5,998,000 versus earlier negative $5,598,000, yet investing subtotal remains ne
The 2023 comparative Datron cash investment is now negative $5,998,000 versus earlier negative $5,598,000, yet investing subtotal remains negative $6,328,312. Adding the three displayed investment components gives negative $6,728,312, a $400,000 difference. The inherited 2023 opening cash plus printed increase still exceeds closing cash by $44,463. Neither difference is resolved by a generic reclassification note.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statement of Cash Flows
Years ended December 31, 2024 and 2023 (Unaudited)
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss available to common stockholders $ (4,299,764) $ (9,510,038)
Adjustments to reconcile net income (loss) to cash flow from
operations
Issuance of common stock in exchange for services or to debtholders 210,205 174,000
Noncash interest expense 253,000 41,667
Loss on disposition of subsidiaries - 8,713,952
Amortization and depreciation 2,559,878 623,824
Changes in assets and liabilities, net of amounts acquired in the
Datron acquisition
Accounts receivable (3,601,188) 299,764
Inventories 1,029,253 (10,767,718)
Prepaid expenses (938,436) 90,603
Right of use asset 210,065 363,655
Changes in working capital accounts of discontinued
operations and other, net - (567,268)
Accounts payable 1,720,155 (1,726,110)
Accrued liabilities 19,096,515 (2,546,871)
Customer deposits (22,034,171) 23,939,171
Other liabilities and other (305,439) (444,880)
Accrued interest 1,061,270 90,666
Net cash provided by (used in) operating activities (5,038,657) 8,774,417
CASH FLOWS FROM
INVESTING ACTIVITIES:
Expenditures for fixed assets (15,000) (723,872)
Expenditures for intangible assets - (6,440)
Investment in Datron, net of cash - (5,998,000)
Net cash used in investing activities (15,000) (6,328,312)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 6,950,000 -
Proceeds from sale of common stock - 137,505
Net proceeds (payments) from borrowings - 553,000
Net proceeds (payments) from notes payable, related parties (142,404) (846,972)
Net cash provided by (used in) financing activities 6,807,596 (156,467)
Net increase in cash and cash equivalents 1,753,939 2,289,638
Cash and cash equivalents at beginning of period 3,198,280 953,105
Cash and cash equivalents at end of period $4,952,219 $3,198,280
SUPPLEMENTAL DISCLOSURES:
Interest paid $102,000 -
NON-CASH ACTIVITIES:
Conversion of Debt and accrued interest for common stock $1,761,000
Debt issued in Datron acquisition - $4,000,000
Accrual related to disposition of subsidiaries - $500,000
Initial recording of lease assets and liabilities $600,000 -
The accompanying notes are an integral part of these financial statements.
claimallegation
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. It
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. Its 2023 opening common is malformed as 5,587,666.363 and APIC $18,596,363 differs from the prior report’s restated opening $18,634,605. The settlements common amount is $546,863 versus earlier $546,663. Exact table variants are preserved; no correcting entry is invented.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
Years ended December 31, 2024 and 2023 (Unaudited)
Class B Preferred Class C Preferred Common Shares Treasury Stock Additional
Paid in
Capital
Accumulated
Deficit
Total
Outstanding
Shares
Amount Outstanding
Shares
Amount Outstanding
Shares
Amount
2023 period
Balance December 31,
2022, as restated 70,500,000 $100,000 150,000 $150 5,587,666.363 $6,707,666 $(1,149,500) $18,596,363 $(30,489,313) $(6,196,392)
Stock issued for
services
14,000,000 14,000 71,248,447 71,248 34,000 119,248
Series B Shares
returned to Treasury,
net (27,200,000) 27,200 27,200
Issuance of Series B
shares
30,000,000 30,000 30,000
Stock issued for
acquisition
10,000,000 10,000 496,708 506,708
Common stock
purchased by investors
5,000,000 5,000 102,500 137,500
Stock issued for
termination
20,000,000 20,000 20,000
Stock issued for
business separation
25,000,000 25,000 25,000
Stock issued for
settlements and other
10,000,000 546,863 (54,399) 122,100 614,364
Debt discount 500,000 500,000
Net income (9,510,038) (9,510,038)
Balance December 31,
2023
87,300,000 $144,000 150,000 $150 5,723,914,810 $7,385,577 $(1,176,700 $19,889,914 $(39,999,351) $(13,756,410)
2024 Period
Balance December 31,
2023 87,300,000 $144,000 150,000 $150 5,728,914,810 $7,385,577 $(1,176,700) 19,889,914 $(39,999,351) $13,756,410)
Stock issued for
services
3,000,000 90,000,000 90,000 90,000
Conversion of debt
and accrued interest to
shares
54,237,788 54,237 1,648,067 1,702,304
Repurchase of Series B
Shares returned to
Treasury, net (4,300,000) (4,300) -4,300
Stock issued for debt
modification 3,000 3,000
Stock issued in
conversion of Series A
shares
6,745 - 134,900 134,900
Net loss (4,299,764) (4,299,764)
Balance December 31,
2024
86,000,000 $147,000 150,000 $150 5,993,363,945 $7,650,019 $(1,181,000) $21,672,881 $(44,299,115) $(16,010,065)
The accompanying notes are an integral part of these financial statements.
claimallegation
The issuer says it issued 6,745 common shares on May 8, 2024 pursuant to A conversion and withdrew the Series A designation November 27, 202
The issuer says it issued 6,745 common shares on May 8, 2024 pursuant to A conversion and withdrew the Series A designation November 27, 2024. The seven listed conversion recipients/counts are John G. Hule 645, Ward I. Snyder 750, Charles O’Brien 350, Neal M. Goldstein 1,250, David W. Eckert 250, Christina Crossman 1,000 and Lon E. Bell 2,500. Their sum is 6,745. Earlier report wording used a different Snyder middle initial; no unsupported identity merge is inferred. These are later reported issuance steps, distinct from the earlier unissued conversion obligation.
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Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor
entities, along with the dates of the name changes.
The name of the issuer is Cyberlux Corporation (“Cyberlux,” “Company,” “we” or “us”).
The Company has no predecessor.
Current State and Date of Incorporation or Registration: State of Nevada, May 17, 2000.
Standing in this jurisdiction: (e.g. active, default, inactive): Active.
Prior Incorporation Information for the issuer and any predecessors during the past five years:
None.
Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer
or its predecessors since inception:
None.
List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization
either currently anticipated or that occurred within the past 12 months:
Effective April 2, 2024, the Company effected a repurchase of 4,300,000 shares of its
Series B Convertible Preferred Shares. See Item 3 – Issuance History, below.
On May 8, 2024, the Company issued 6,745 shares of its Common Stock to the former
holders of its Series A Convertible Preferred Shares at a conversion rate of 250 shares of
Common Stock per Series A share.
Address of the issuer’s principal executive office:
800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
Address of the issuer’s principal place of business:
☒ Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar
proceeding in the past five years?
No: ☒ Yes: ☐ If Yes, provide additional details below:
claimallegation
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,533, whereas the reported annual increase is 264,449,135. The difference is 120,204,602 shares. The complete front issuance list reconciles the annual increase, so the unresolved issue is the equity table’s listed movement coverage, not an independently proved missing share issuance. Class B movements reconcile 87.3 to 86 million.
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Cyberlux Corporation and Subsidiary
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
Years ended December 31, 2024 and 2023 (Unaudited)
Class B Preferred Class C Preferred Common Shares Treasury Stock Additional
Paid in
Capital
Accumulated
Deficit
Total
Outstanding
Shares
Amount Outstanding
Shares
Amount Outstanding
Shares
Amount
2023 period
Balance December 31,
2022, as restated 70,500,000 $100,000 150,000 $150 5,587,666.363 $6,707,666 $(1,149,500) $18,596,363 $(30,489,313) $(6,196,392)
Stock issued for
services
14,000,000 14,000 71,248,447 71,248 34,000 119,248
Series B Shares
returned to Treasury,
net (27,200,000) 27,200 27,200
Issuance of Series B
shares
30,000,000 30,000 30,000
Stock issued for
acquisition
10,000,000 10,000 496,708 506,708
Common stock
purchased by investors
5,000,000 5,000 102,500 137,500
Stock issued for
termination
20,000,000 20,000 20,000
Stock issued for
business separation
25,000,000 25,000 25,000
Stock issued for
settlements and other
10,000,000 546,863 (54,399) 122,100 614,364
Debt discount 500,000 500,000
Net income (9,510,038) (9,510,038)
Balance December 31,
2023
87,300,000 $144,000 150,000 $150 5,723,914,810 $7,385,577 $(1,176,700 $19,889,914 $(39,999,351) $(13,756,410)
2024 Period
Balance December 31,
2023 87,300,000 $144,000 150,000 $150 5,728,914,810 $7,385,577 $(1,176,700) 19,889,914 $(39,999,351) $13,756,410)
Stock issued for
services
3,000,000 90,000,000 90,000 90,000
Conversion of debt
and accrued interest to
shares
54,237,788 54,237 1,648,067 1,702,304
Repurchase of Series B
Shares returned to
Treasury, net (4,300,000) (4,300) -4,300
Stock issued for debt
modification 3,000 3,000
Stock issued in
conversion of Series A
shares
6,745 - 134,900 134,900
Net loss (4,299,764) (4,299,764)
Balance December 31,
2024
86,000,000 $147,000 150,000 $150 5,993,363,945 $7,650,019 $(1,181,000) $21,672,881 $(44,299,115) $(16,010,065)
The accompanying notes are an integral part of these financial statements.
claimallegation
Management discloses sustained losses, vendor collection proceedings, liquidity difficulties and financing dependence, while projecting 2025
Management discloses sustained losses, vendor collection proceedings, liquidity difficulties and financing dependence, while projecting 2025 growth and listing possible cessation/bankruptcy if funding fails. Accounting policies describe ASC 606 recognition, six-month cash equivalents, average-cost inventory, allowance estimates, share compensation and a single industrial-products segment. These are attributed historical policies and forecasts, not certified current law or accounting compliance. Three business units do not alone contradict one accounting segment.
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4. The Company Secured a line of credit to fund purchases of equipment to fulfil sales orders. See Note
M.
5. On October 16, 2024, the Global Integrated Services (GIS) business unit received a n approximately
$22 million order through the Company’s Canadian partners as the U.S. prime contractor to supply
aircraft landing systems for F-16 aircraft support. The contract was substantially completed in 2024.
NOTE B - GOING CONCERN MATTERS
The accompanying statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, as of December 31 , 2024 , the Company incurred
accumulated losses of approximately $44,300,000. The Company’s current liabilities were approximately
$51,600,000 as of December 31, 2024, including amounts at issue in claims by several vendors who have
instituted lawsuits or other collection efforts . Resolution and collection of amounts potentially due under
the DoD contract has caused liquidity issue s to the Company. While th ese factors, among others, may
indicate that the Company would be unable to continue as a going concern, m anagement is confident that
business performance in 2025 will ensure the Company is an ongoing growth business for the foreseeable
future.
The Company is actively pursuing additional business growth through acquisitions, organic growth, and
development of new customers and products that are expected to increase the associated cash flow from
operations. Obtaining additional financing to support the successful development of the Company’ s
contemplated operations, and its transition ultimately to the attainment of profitable operations , are
necessary for the Company to continue business . However, no assurance can be given that m anagement’s
actions will result in profitable operations or the resolution of its liquidity problems. If the Company is
unable to raise additional funds, it will need to do one or more of the following:
• Delay research and development projects;
• License third parties to develop and commercialize products or technologies that it would
otherwise seek to develop and commercialize itself;
• Seek strategic alliances or business combinations;
• Attempt to sell the Company;
• Cease operations; or
• Declare bankruptcy.
The Company may continue to raise additional funding from its current investors. In addition, the Company
will continue to seek funds through debt or equity financings, marketing and distribution arrangements and
other collaborations, strategic alliances and licensing arrangements, or other sources of financing. However,
there can be no assurances that such financing or other strategic transactions will be available on acceptable
terms, or at all.
NOTE C- SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying
consolidated financial statements follows:
Basis of presentation
The unaudited condensed consolidated financial statements contained herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC”).
claimallegation
Inventory parts $4,470,465 plus work-in-progress/finished goods $12,730,408 less allowance $1,412,000 equals $15,788,873; the issuer associa
Inventory parts $4,470,465 plus work-in-progress/finished goods $12,730,408 less allowance $1,412,000 equals $15,788,873; the issuer associates much work-in-progress with DoD products. Inventory is not proof of acceptance or authorised spend. EPS excludes about 1.1 billion potential note shares and 17 billion preferred-conversion shares in 2024; its 2023 note-share comparator is now 2.4 billion versus prior 24 billion. Those are potential equivalents, not issued shares.
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related revenue and expenses are translated at average exchange 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 consolidated statement of operations , within general and
administrative expenses.
Use of estimates
In preparing the Company’s financial statements in conformity with GAAP, management is required to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements , as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts receivable
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 obsolete inventories. Inventories consist of finished
products available for sale to distributors and customers as well as raw material s. The work in progress
inventory at December 31, 2024 and 2023 primarily relates to the products being built for the DoD as noted
in Note A2 above.
Components of inventories as of December 31, 2024 and 2023 are as follows:
December 2024 December 2023
Component parts $ 4,470,465 $ 3,935,012
Work in progress and finished goods 12,730,408 14,795,277
Less: allowance for obsolete inventory (1,412,000) (1,912,163)
$ 15,788,873 $ 16,818,126
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 usin g the straight-line method over their estimated useful
lives as follows:
claimallegation
The issuer repeats Datron consideration of $3 million cash, two $2 million notes and cancellation of $3.5 million advance, with approximatel
The issuer repeats Datron consideration of $3 million cash, two $2 million notes and cancellation of $3.5 million advance, with approximately $10.4 million technology allocation. Allocation and valuation remain unfinished, now expected during 2025 rather than the prior 2024 reporting target. Debt discount remaining $208,333 and approximately 0.7-year accretion narrative require reconciliation with September 2026 maturity. Original acquisition/valuation records remain necessary; the revised target is not completion.
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conversion of notes payable and preferred stock are not included in the denominator since their inclusion
would be anti-dilutive.
NOTE D - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment at December 31, 2024 and 2023 are as follows:
December 2024 December 2023
Furniture and fixtures $ 932,599 $ 932,599
Machinery and equipment 6,691,023 6,810,919
Leasehold improvements 618,989 613,546
Vehicles 218,000 218,000
Subtotal 8,460,611 8,575,064
Less: accumulated depreciation (7,963,819) (7,541,031)
$ 496,792 $ 1,034,033
During the year ended December 31, 2024 and 2023, depreciation expense charged to operations was
approximately $453,000 and $67,000, respectively.
NOTE E – INTANGIBLE ASSETS
Intangible assets at December 31, 2024 and 2023 are as follows:
December 2024 December 2023
Patents $ 469,783 $ 469,783
Technology 10,663,000 10.663,000
Total 11,132,783 11,132,783
Less: accumulated depreciation (2,761,061) (654,061)
$ 8,371,722 $ 10,478,722
During the years ended December 31, 2024 and 2023, amortization expense charged to operations was
approximately $2,1 07,000 and $557,000 , respectively . During 2023 and 2024, certain fully amortized
patents and technology intangible assets were written off. Annual amortization expense of intangibles will
approximate $2,100,000 for each of the next 4 years.
Acquisition of Datron
On September 16, 2023, the Company acquired 100% of the outstanding stock of Datron World
Communications, Inc. (“Datron”), a provider of communications solutions to government, militaries, and
industrial users globally. The purchase price consisted of the payment of $3.0 million at closing, issuance
of a $2.0 million note payable (1st note), the issuance of a $2.0 million note payable (2nd note) and the
cancellation of a $3.5 million advance previously made to Datron.
The 1st note payable bears interest at 3% per annum and is due September 2026. The holder can
elect to convert the note into shares of common stock at 90% of the VWAP after September 2024.
The 2nd note payable bears interest at 5% per annum and is due September 2026. The holder can
elect to convert the note into shares of common stock at 85% of the VWAP after September 2024.
claimallegation
Related notes total $2,516,756: Downing $1,229,606, Schmidt and family $524,133, Ringo $405,361 and others $357,656, generally at 10% withou
Related notes total $2,516,756: Downing $1,229,606, Schmidt and family $524,133, Ringo $405,361 and others $357,656, generally at 10% without scheduled repayment. The issuer says a family member advanced $100,000 in March 2024, $65,000 was repaid and two officers capitalised about $184,000 interest. The $65,000 is described as family-loan repayment, not legal fees. A separate related-party due figure about $4 million has a broader stated population and must not automatically be equated to officer-note principal.
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The acquisition was accounted for as an acquisition of a business, and the purchase price of approximately
$10.5 million was allocated to net operating assets of $ 0.1 million and the remaining $10.4 million was
allocated to technology based intangible assets, which will be amortized over 5 years. The Company has
not yet completed the purchase price allocation and valuation of the identifiable intangible assets as required
by ASC 805, but expects to have it completed during 2025.
Datron had significant deferred tax assets as a result of net operating loss carryforwards and certain timing
assets which exceeded the deferred tax liability which would have been record as a result of the basis
difference in the intangible assets resulting from the acquisition. No net deferred tax assets or liabilities
were recognized from the acquisition – See Note N.
NOTE F- ACCRUED EXPENSES
Current liabilities as of December 31, 2024 and 2023 are as follows:
December 2024 December 2023
Accrued payroll, payroll taxes and other $1,942,410 $
1,070,172
Accrued vendors 17,941,784 582,963
Accrued income taxes 1,358,073 100,000
Commissions payable 2,541,000 2,628,000
Total $23,783,268 $ 4,381,135
NOTE G – NOTES PAYABLE
The Company has borrowed money from affiliates and non-affiliates over the past few years. The Company
has also settled certain obligations through the issuance of promissory notes and settled certain past due
notes payable through cash payments or equity issuances. Interest expense for the years ended December
31, 2024 and 2023 was approximately $995,000 and $310,000, respectively, including amortization of debt
discount related to the Datron acquisition notes payable of $250,000 and $ 41,000 in 2024 and 2023,
respectively. Accrued interest related to such notes was approximately $2, 514,000 and $2, 065,000 at
December 31, 2024 and December 31, 2023, respectively.
Non-affiliate loans
At December 31, 2024 and 2023, the notes payable to non-related parties consist of the following:
Balance
outstanding -
December
2024
Balance
outstanding -
December
2023
Interest
rate
Due date
Conversion terms
Datron acquisition -note 1 $2,000,000 $2,000,000 3% September
2026
90% VWAP
Datron acquisition -note 2 2,000,000 2,000,000 5% September
2026
85% VWAP
Less: unamortized debt
discount
(208,333) (458,333)
Carrying value $3,791,667 $3,541,667
Notes payable RB Capital $3,500,000 $5,250,000 5% July 2024 TBD
claimallegation
The issuer still acknowledges not reserving sufficient common for preferred conversions. Unissued common obligations are roughly 10 million
The issuer still acknowledges not reserving sufficient common for preferred conversions. Unissued common obligations are roughly 10 million in 2024 and 56 million in 2023. B converts 200:1, has conditional 12% dividends and reported liquidation preferences $292 million in 2023 and $292.4 million in 2024, versus the older report’s $295 million for 2023. C is 150,000 shares, non-voting, with conditional dividends and reported preferences $3 million/$3.6 million. These amounts are issuer descriptions of contingent rights, not adjudicated current debts.
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At December 31, 2024 and 2023, the Company had outstanding obligations to issue approximately 10
million and 56 million common shares, respectively, in respect of agreements entered into from 2021
through 2024. The Company has recorded a liability to recognize the obligation.
Among other provisions of the Certificates of Designation of the Series B and C, the Company is required
to reserve a sufficient number of shares of common stock of the Company for the conversion of all shares
of preferred stock. The Company is not currently observing this requirement.
Series B - Convertible Preferred stock
There are 99,000,000 shares of Series B Preferred authorized , and 87,300,000 and 86,0 00,000 shares of
Series B issued and outstanding as of December 31 , 2023 and December 31 , 2024 , respectively . The
conversion ratio is 200:1.
The holders of the Series B shall have the right to vote, separately as a single class, at a meeting of the
holders of the Series B or by such holders ’ written consent or at any annual or special meeting of the
stockholders of the Company 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 B with respect to dividends or
upon the liquidation, dissolution, or winding up of the Company, and (ii) any agreement or other corporate
action which would adversely affect the powers, rights, or preferences of the holders of the Series B.
The holders of record of the Series B shall be entitled to receive cumulative dividends at the rate of twelve
percent per annum (12%) on the face value ($1.00 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 Series B that have not been redeemed shall
be payable quarterly in arrears, 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 B shall have been declared
and paid. These dividends are not recorded until declared by the Company. As of December 31 , 2023 and
December 31, 2024, the liquidation preference of the Series B is approximately $292 million and $292.4
million, respectively, including dividends in arrears.
Upon any liquidation, dissolution or winding up of the Company, 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 c ommon stock, holders of each share of the Series B
shall be entitled to be paid an amount equal in the greater of (a) the face value denominated thereon subject
to adjustment for stock splits, stock dividends, reorganizations, reclassification or other similar events 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 B immediately
prior to such liquidation, dissolution or winding up, or (c) the liquidation preference of $1.00 per share, and
the holders of the Series B shall not be entitled to any further payment.
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
allow the issuance of 150,000 shares.
claimallegation
The issuer records roughly $1.2 million current tax despite book loss, citing NOL expiry/utilisation and timing differences. NOL carryforwar
The issuer records roughly $1.2 million current tax despite book loss, citing NOL expiry/utilisation and timing differences. NOL carryforwards are about $26 million versus prior $62 million, with full reserve and no net deferred tax asset. The allowance table decreases from $14.74 million to $7.69 million, while prose says increased approximately $7.049 million and retains stale period references. Tax, no-audit/no-penalty and ownership-change statements remain historical issuer claims; the wording does not establish current compliance or realisable tax value.
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June 30, 2023 (FBD and Havas) , terminating the business relationship s between the parties, in exchange
for certain payment and equity terms. The Company recognized a loss of approximately $8 million on the
disposition of such subsidiaries during the year ended December 31 , 2023. The operations of these
businesses for the six -month period from January 1, 2023 through June 30, 2023 are presented as
discontinued operations in the consolidated statement of operations, summarized as follows:
6 months ended June 30, 2023
Revenues $10,917,000
Expenses
8,620,000
Net profit $2,297,000
NOTE M – LINE OF CREDIT
In March 2024, as amended in April 2024, the Company amended its one-year purchase order financing
arrangement providing up to $7 million of financing subject to specific purchase orders from government
customers. The advances under this agreement bear interest at the US prime rate plus 0.0164% and are
collateralized by the accounts receivable, inventory and other assets related to the specific purchase orders.
Payments received from customers under these specific purchase orders are required to be remitted to the
lender. During the year ended December 31 , 2024, the Company borrowed $6. 95 million against this
facility. Interest accrued at December 31, 2024 was approximately $268,000. Interest expense for the year
ended December 31, 2024 was approximately $370,000.
NOTE N – INCOME TAXES
The Company had no significant current income taxes due in 2023 because of the losses generated in each
period. In 2024, the Company has recorded a current tax provision of approximately $1.2 million due to the
expiration or previous utilization of net operating losses and the timing of the deductibility of certain
expenses. The reconciliation of the Federal statutory income tax provision to the Company’s effective
income tax provision is as follows:
Year Ended December 31,
2024 2023
Federal statutory income tax 21.0 % 21.0 %
State income taxes, net of federal tax benefit (1.3) % 10.4 %
Other permanent items (0.3) % (21.6)
Other items (2.1) % -
Valuation allowance (54.1) % (9.8) %
Effective income tax rate (36.8) 0.0 %
Significant components of the Company’s net deferred tax assets and liabilities are as follows:
December 31,
2024 2023
Deferred tax assets:
Net operating loss carryforwards $ 7,200,000 $ 16,558,000
Accruals & reserves 1,224,000 500,000
Other 610,000 253,000
Stock compensation and other 99,000 10,000
claimallegation
Subsequent events report March 7, 2025 conversions of two notes described as June 14, 2023 into 48,076,923 and 21,153,846 shares. A third it
Subsequent events report March 7, 2025 conversions of two notes described as June 14, 2023 into 48,076,923 and 21,153,846 shares. A third item says July 23, 2023 note interest became 62.5 million shares on March 7, 2023, a date preceding those notes and the stated subsequent-event interval; that printed date is visually confirmed and not silently changed. It also says principal was previously repaid and another holder requested conversion. Original requests and the register are required to establish actual dates and performance.
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The Company has evaluated subsequent events through the date the consolidated financial statements were
available to be issued and determined that there have been no events that have occurred that would require
adjustments to our disclosures in the consolidated financial statements, except as noted below.
Cyberlux has received conversion requests for certain notes payable, and in certain cases has effected
such conversions between December 31, 2024 and the date hereof as follows:
(i) the June 14, 2023 promissory note to a noteholder was converted into 48,076,923 shares on March
7, 2025;
(ii) the June 14, 2023 promissory note to a noteholder was converted into 21,153,846 shares on March
7, 2025;
(iii) interest accrued on the July 23, 2023 promissory notes issued to two lenders was converted into
62,500,000 shares on March 7, 2023, the principal thereof having previously been repaid in cash;
and
(iv) The Company has received notice from a noteholder of his intention to convert one or more of his
notes, and has requested required information from him.
claimallegation
Series B is 99 million authorised and 86 million outstanding, five record holders. April 2 Downing repurchase/return of 4.3 million and Febr
Series B is 99 million authorised and 86 million outstanding, five record holders. April 2 Downing repurchase/return of 4.3 million and February 28 Bill Maadarani management-incentive issuance of 3 million explain 87.3 million less 4.3 million plus 3 million equalling 86 million. The authorisation changed from the prior report’s 100 million and requires the actual filed instrument.
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Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor
entities, along with the dates of the name changes.
The name of the issuer is Cyberlux Corporation (“Cyberlux,” “Company,” “we” or “us”).
The Company has no predecessor.
Current State and Date of Incorporation or Registration: State of Nevada, May 17, 2000.
Standing in this jurisdiction: (e.g. active, default, inactive): Active.
Prior Incorporation Information for the issuer and any predecessors during the past five years:
None.
Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer
or its predecessors since inception:
None.
List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization
either currently anticipated or that occurred within the past 12 months:
Effective April 2, 2024, the Company effected a repurchase of 4,300,000 shares of its
Series B Convertible Preferred Shares. See Item 3 – Issuance History, below.
On May 8, 2024, the Company issued 6,745 shares of its Common Stock to the former
holders of its Series A Convertible Preferred Shares at a conversion rate of 250 shares of
Common Stock per Series A share.
Address of the issuer’s principal executive office:
800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
Address of the issuer’s principal place of business:
☒ Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar
proceeding in the past five years?
No: ☒ Yes: ☐ If Yes, provide additional details below:
claimallegation
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Mo
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Montague/Denis Kalenja 21 million/24.42%. Goodman B count is printed 2,5000,000 with 2.91%; that malformed count is preserved. Taking the amount implied by the Goodman percentage as 2.5 million solely for a labelled arithmetic test, the six listed holdings total 77 million, leaving 9 million of the stated 86 million unexplained. Six listed holders also differ from five record holders, which may involve beneficial versus record ownership; no missing holder or transfer is assigned.
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In addition, list all individuals or entities controlling 5% or more of any class of the issuer ’s
securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the name and contact
information (City, State) of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investor s with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
6) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed
above in Section 6 have, in the past 10 years:
Individual Name (First,
Last) or Entity Name
(Include names of
control person(s) if a
corporate entity)
Position/Company
Affiliation (ex:
CEO, 5% Control
person)
City and State
(Include Country
if outside U.S.)
Number of Shares
Owned (List common,
preferred, warrants
and options
separately)
Class of
Shares
Owned
Percentage of
Class of Shares
Owned
(undiluted)
Mark D. Schmidt President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than 1%
54.65%
David D. Downing Chief Financial
Officer
Director
Edinboro, PA 42,500
1,000,000
Common
Series B
Less than 1%
1.16%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief of Staff
Director
Waccabuc, NY 70,000,000
2,5000,000
Common
Series B
1.2%
2.91%
Larry J. Isely Chief Operating
Officer
Denton, TX 2,500,000 Series B 2.91%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.49%
Montague Capital Partners
LLC
(Denis Kalenja)
Strategic Consultant Miami, FL 21,000,000
179,500,000
Series B
Common
24.42%
3.019%
Recovery Fund USA, LLC
(Jamie Rand)
Lutz, FL
148,000
Series C
98.667%
claimallegation
Montague is listed with 179.5 million common/3.019%, Goodman 70 million/1.2%, Schmidt 230,642, Downing 42,500 and Ringo 123,783 common. The
Montague is listed with 179.5 million common/3.019%, Goodman 70 million/1.2%, Schmidt 230,642, Downing 42,500 and Ringo 123,783 common. The Montague percentage does not precisely match 179.5 million divided by stated current outstanding. Goodman is Chief of Staff, Isely Chief Operating Officer and Bill Maadarani Chief Revenue Officer. Recovery Fund USA LLC/Jamie Rand holds 148,000 C/98.667%. Historical roles and source labels remain separate from independently confirmed corporate authority.
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In addition, list all individuals or entities controlling 5% or more of any class of the issuer ’s
securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the name and contact
information (City, State) of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investor s with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
6) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed
above in Section 6 have, in the past 10 years:
Individual Name (First,
Last) or Entity Name
(Include names of
control person(s) if a
corporate entity)
Position/Company
Affiliation (ex:
CEO, 5% Control
person)
City and State
(Include Country
if outside U.S.)
Number of Shares
Owned (List common,
preferred, warrants
and options
separately)
Class of
Shares
Owned
Percentage of
Class of Shares
Owned
(undiluted)
Mark D. Schmidt President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than 1%
54.65%
David D. Downing Chief Financial
Officer
Director
Edinboro, PA 42,500
1,000,000
Common
Series B
Less than 1%
1.16%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief of Staff
Director
Waccabuc, NY 70,000,000
2,5000,000
Common
Series B
1.2%
2.91%
Larry J. Isely Chief Operating
Officer
Denton, TX 2,500,000 Series B 2.91%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.49%
Montague Capital Partners
LLC
(Denis Kalenja)
Strategic Consultant Miami, FL 21,000,000
179,500,000
Series B
Common
24.42%
3.019%
Recovery Fund USA, LLC
(Jamie Rand)
Lutz, FL
148,000
Series C
98.667%
claimallegation
The December 9 front row gives Christopher Whitehead 47,619,048 common at $0.0021 for debt/interest conversion. Note G instead says an unnam
The December 9 front row gives Christopher Whitehead 47,619,048 common at $0.0021 for debt/interest conversion. Note G instead says an unnamed December noteholder converted $100,000 plus $6,500 interest into 41,619,048 shares and a roughly $52,000 gain. The six-million-share discrepancy must remain visible; neither identity nor amount is silently selected as correct.
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Shares Outstanding Opening Balance:
Date 12/31/2022 Common: 5,587,666,363
Preferred: A: 26.9806*
B: 70,500,000
C: 150,000
Right-click the rows below and select “Insert” to add rows as needed.
Date of
Transaction
Transaction
type (e.g.,
new
issuance,
cancellation
shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/per
share) at
Issuance
Were the
shares
issued at
a discount
to market
price at
the time
of
issuance?
(Yes/No)
Individual/
Entity Shares
were issued to.
***You must
disclose the
control
person(s) for
any entities
listed.
Reason for
share issuance
(e.g., for cash or
debt
conversion) -
OR-
Nature of
Services
Provided
Restricted or
Unrestricted
as of this
filing.
Exemp
tion or
Registr
ation
Type.
12/09/2024 New 47,619,048 Common $0.0021 No Christopher
Whitehead
Conversion of
debt and
accrued interest
Restricted 4(a)(2)
05/08/2024 New 645
Common $0.001 Yes John G. Hule Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 750
Common $0.001 Yes Ward I.
Snyder
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 350
Common $0.001 Yes Charles
O’Brien
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 1,250
Common $0.001 Yes Neal M.
Goldstein
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 250
Common $0.001 Yes David W.
Eckert
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 1,000
Common $0.001 Yes Christina
Crossman
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 2,500
Common $0.001 Yes Lon E. Bell Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/06/2024 New 2,500,000 Common $0.001 Yes Matthew
Weaver
Employment
Agreement
Restricted 701
claimallegation
May 6 employment/consulting rows include Matthew Weaver 2.5 million, Martin Moore 10 million, Robert Ossman 2.5 million, Obie Castellano 12.
May 6 employment/consulting rows include Matthew Weaver 2.5 million, Martin Moore 10 million, Robert Ossman 2.5 million, Obie Castellano 12.5 million, Elgin Davidson 15 million and Chris Barter 5 million. Investment/loan rows include two Wesley King entries 6,666,667 and 362,319, Vaughan Graves 9,090,909, Ken Lewis 1 million, Jack Moore 3,703,704, Sidney H. Evans Jr. 4,545,454, Ronald Corlew 7 million, Lola Green Keyes 2,272,727, John Mullins 10 million, Charles Coote Jr. 13,846,154, Bernard C. Randolph Jr. 4.55 million, Ronald Childs 1,666,667 and Alvin Campbell 333,334. Exact source prices/purposes remain in the readable rows; awards are not proof of services or cash.
Read the anchor · page 6
Page 6 of 46
Shares Outstanding Opening Balance:
Date 12/31/2022 Common: 5,587,666,363
Preferred: A: 26.9806*
B: 70,500,000
C: 150,000
Right-click the rows below and select “Insert” to add rows as needed.
Date of
Transaction
Transaction
type (e.g.,
new
issuance,
cancellation
shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/per
share) at
Issuance
Were the
shares
issued at
a discount
to market
price at
the time
of
issuance?
(Yes/No)
Individual/
Entity Shares
were issued to.
***You must
disclose the
control
person(s) for
any entities
listed.
Reason for
share issuance
(e.g., for cash or
debt
conversion) -
OR-
Nature of
Services
Provided
Restricted or
Unrestricted
as of this
filing.
Exemp
tion or
Registr
ation
Type.
12/09/2024 New 47,619,048 Common $0.0021 No Christopher
Whitehead
Conversion of
debt and
accrued interest
Restricted 4(a)(2)
05/08/2024 New 645
Common $0.001 Yes John G. Hule Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 750
Common $0.001 Yes Ward I.
Snyder
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 350
Common $0.001 Yes Charles
O’Brien
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 1,250
Common $0.001 Yes Neal M.
Goldstein
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 250
Common $0.001 Yes David W.
Eckert
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 1,000
Common $0.001 Yes Christina
Crossman
Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/08/2024 New 2,500
Common $0.001 Yes Lon E. Bell Conversion of
Series A
Preferred
Restricted 4(a)(2)
05/06/2024 New 2,500,000 Common $0.001 Yes Matthew
Weaver
Employment
Agreement
Restricted 701
claimallegation
Other May 6 investment recipients are Wayne Martin 2 million, Robert E. Dawson Jr. 1 million, Lasheena Culberson 1,666,667, Johnny May 2 mil
Other May 6 investment recipients are Wayne Martin 2 million, Robert E. Dawson Jr. 1 million, Lasheena Culberson 1,666,667, Johnny May 2 million and Albert Granger 1 million. March 26 JMH Consulting Group Inc./Ferdinand Irizarry receives 10 million. February 15 employment issuances name Ed Gordon, Roger Gillespie, Tina Flores, Lisa Courtemanche, Benny Bajoyo, Edward Rouzbehani, Milo Pence, Joseph Parent, Stacy Mason, Kevin Laughton, Patrick Irwin and Bruno Haineault, each 5 or 10 million as individually printed. February 14 RB Capital receives 6,618,740 at $0.25; the control person is now labelled Deborah Rosen, versus Braun in earlier sources. No name-based merger or underlying payment verification follows.
Read the anchor · page 8
Page 8 of 46
05/06/2024 New 2,000,000 Common $0.005 Yes Wayne Martin Stock Purchase
Agreement
Restricted 4(a)(2)
05/06/2024 New 1,000,000 Common $0.005
Yes Robert E.
Dawson, Jr.
Stock Purchase
Agreement
Restricted 4(a)(2)
05/06/2024 New 1,666,667 Common $0.005 Yes Lasheena
Culberson
Stock Purchase
Agreement
Restricted 4(a)(2)
05/06/2024 New 2,000,000 Common $0.005 Yes Johnny May Stock Purchase
Agreement
Restricted 4(a)(2)
05/06/2024 New 1,000,000 Common $0.005 Yes Albert Granger Stock Purchase
Agreement
Restricted 4(a)(2)
04/02/2024 Return to
Treasury
-4,300,000 Series B $0.001 Yes David D.
Downing
Repurchase by
Company
Restricted 4(a)(2)
03/26/2024 New 10,000,000 Common $0.001 Yes JMH
Consulting
Group, Inc./
Ferdinand
Irizarry
Consulting
Agreement
Restricted 4(a)(2)
02/28/2024 New 3,000,000 Series B $0.001 Yes Bill Maadarani Management
Incentive
Restricted 4(a)(2)
02/15/2024 New 5,000,000 Common $0.001 Yes Ed Gordon Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Roger
Gillespie
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Tina Flores Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Lisa
Courtemanche
Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Benny Bajoyo Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Edward
Rouzbehani
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Milo Pence Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Joseph Parent Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Stacy Mason Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Kevin
Laughton
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Patrick Irwin Employment Restricted 701
entityobservation
Cyberlux Corporation
Read the anchor · page 1
Page 1 of 46
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
entityobservation
Mark D. Schmidt
Read the anchor · page 46
Page 46 of 46
9) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of
the issuer (or any other persons with different titles but having the same responsibilities) in each
Quarterly Report or Annual Report.
The certifications shall follow the format below:
I, Mark D. Schmidt, certify that:
1. I have reviewed this Disclosure Statement for 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 periods presented in this disclosure statement.
3/31/2025
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David D. Downing certify that:
1. I have reviewed this Disclosure Statement for 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 misle ading
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 periods presented in this disclosure statement.
3/31/2025
/s/ David Downing
entityobservation
David D. Downing
Read the anchor · page 46
Page 46 of 46
9) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of
the issuer (or any other persons with different titles but having the same responsibilities) in each
Quarterly Report or Annual Report.
The certifications shall follow the format below:
I, Mark D. Schmidt, certify that:
1. I have reviewed this Disclosure Statement for 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 periods presented in this disclosure statement.
3/31/2025
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David D. Downing certify that:
1. I have reviewed this Disclosure Statement for 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 misle ading
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 periods presented in this disclosure statement.
3/31/2025
/s/ David Downing
entityobservation
John W. Ringo
Read the anchor · page 19
Page 19 of 46
In addition, list all individuals or entities controlling 5% or more of any class of the issuer ’s
securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the name and contact
information (City, State) of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investor s with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
6) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed
above in Section 6 have, in the past 10 years:
Individual Name (First,
Last) or Entity Name
(Include names of
control person(s) if a
corporate entity)
Position/Company
Affiliation (ex:
CEO, 5% Control
person)
City and State
(Include Country
if outside U.S.)
Number of Shares
Owned (List common,
preferred, warrants
and options
separately)
Class of
Shares
Owned
Percentage of
Class of Shares
Owned
(undiluted)
Mark D. Schmidt President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than 1%
54.65%
David D. Downing Chief Financial
Officer
Director
Edinboro, PA 42,500
1,000,000
Common
Series B
Less than 1%
1.16%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief of Staff
Director
Waccabuc, NY 70,000,000
2,5000,000
Common
Series B
1.2%
2.91%
Larry J. Isely Chief Operating
Officer
Denton, TX 2,500,000 Series B 2.91%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.49%
Montague Capital Partners
LLC
(Denis Kalenja)
Strategic Consultant Miami, FL 21,000,000
179,500,000
Series B
Common
24.42%
3.019%
Recovery Fund USA, LLC
(Jamie Rand)
Lutz, FL
148,000
Series C
98.667%
entityobservation
Aaron Goodman
Read the anchor · page 19
Page 19 of 46
In addition, list all individuals or entities controlling 5% or more of any class of the issuer ’s
securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the name and contact
information (City, State) of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investor s with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
6) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed
above in Section 6 have, in the past 10 years:
Individual Name (First,
Last) or Entity Name
(Include names of
control person(s) if a
corporate entity)
Position/Company
Affiliation (ex:
CEO, 5% Control
person)
City and State
(Include Country
if outside U.S.)
Number of Shares
Owned (List common,
preferred, warrants
and options
separately)
Class of
Shares
Owned
Percentage of
Class of Shares
Owned
(undiluted)
Mark D. Schmidt President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than 1%
54.65%
David D. Downing Chief Financial
Officer
Director
Edinboro, PA 42,500
1,000,000
Common
Series B
Less than 1%
1.16%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief of Staff
Director
Waccabuc, NY 70,000,000
2,5000,000
Common
Series B
1.2%
2.91%
Larry J. Isely Chief Operating
Officer
Denton, TX 2,500,000 Series B 2.91%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.49%
Montague Capital Partners
LLC
(Denis Kalenja)
Strategic Consultant Miami, FL 21,000,000
179,500,000
Series B
Common
24.42%
3.019%
Recovery Fund USA, LLC
(Jamie Rand)
Lutz, FL
148,000
Series C
98.667%
entityobservation
Denis Kalenja
Read the anchor · page 19
Page 19 of 46
In addition, list all individuals or entities controlling 5% or more of any class of the issuer ’s
securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the name and contact
information (City, State) of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investor s with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
6) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed
above in Section 6 have, in the past 10 years:
Individual Name (First,
Last) or Entity Name
(Include names of
control person(s) if a
corporate entity)
Position/Company
Affiliation (ex:
CEO, 5% Control
person)
City and State
(Include Country
if outside U.S.)
Number of Shares
Owned (List common,
preferred, warrants
and options
separately)
Class of
Shares
Owned
Percentage of
Class of Shares
Owned
(undiluted)
Mark D. Schmidt President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than 1%
54.65%
David D. Downing Chief Financial
Officer
Director
Edinboro, PA 42,500
1,000,000
Common
Series B
Less than 1%
1.16%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief of Staff
Director
Waccabuc, NY 70,000,000
2,5000,000
Common
Series B
1.2%
2.91%
Larry J. Isely Chief Operating
Officer
Denton, TX 2,500,000 Series B 2.91%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.49%
Montague Capital Partners
LLC
(Denis Kalenja)
Strategic Consultant Miami, FL 21,000,000
179,500,000
Series B
Common
24.42%
3.019%
Recovery Fund USA, LLC
(Jamie Rand)
Lutz, FL
148,000
Series C
98.667%
entityobservation
Bilal Maadarani
Read the anchor · page 12
Page 12 of 46
07/12/2022 250,000 280,916 07/12/2024 $0.10 Conversion
per share**
0 2,809,160 RB Capital
Partners
Brett Rosen
Deborah Rosen
Loan
09/29/2022 100,000 109,380 09/29/2025 $0.0049 Conversion
per share or 85% of
10 Day Moving
Average
0 22,322,449 Bilal Maadarani Loan
09/29/2022 100,000 109,216 09/29/2025 $0.0032 Conversion
per share or 85% of
10 Day Moving
Average
0 34,130,000 Eris Cali Loan
09/29/2022 100,000 108,914 09/29/2025 $0.0036 Conversion
per share or 85% of
10 Day Moving
Average
0 30,253,889 Eris Cali Loan
01/22/2023 100,000 109,558 01/22/2027 85% of 10 Day
Moving Average
0 18,982,587 Bassam
Pharaon
Loan
04/06/2023 100,000 108,616 04/06/2026 $0.0035 Conversion
per share
0 31,033,143 Matt Jones Loan
05/09/2023 100,000 120,000 05/09/2024 $0.0043 Conversion
per share
0 27,906,977 Andras Forgacs Loan
05/22/2023 100,000 108,164 05/22/2026 85% of 10 Day
Moving Average
0 18,741,055 Robert Miller Loan
06/14/2023 25,000 30,000 06/14/2024 $0.0013 Conversion
per share
0 21,153,846 Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 15,000 18,000 06/15/2024 $0.0016 Conversion
per share
0 11,250,000 John W. Dixon
FLP
Loan
07/23/2023 50,000 57,300 07/23/2024 $0.0013 Conversion
per share
0 48,076,923 Giorgios
Bakatsias
Loan
07/23/2023 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
0 31,250,000 Fly Rite LLC
Barbara Settle
Loan
07/23/2023 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
0 31,250,000 Hayek
Ventures, LLC
William G. Settle
Loan
08/26/2023 2,500 2,834 08/26/2024 $0.0016 Conversion
per share
0 1,771,250 Charles
Yessaian
Loan
08/26/2023 2,500 2,833 08/26/2024 $0.0016 Conversion
per share
0 1,770,625 Ferdinand
Irizarry
Loan
entityobservation
Datron World Communications, Inc.
Read the anchor · page 17
Page 17 of 46
Cyberlux GIS develops specific defense technology solutions based on foreign military
customer requirements, specializing in diverse aspects of warfare, across a wide array of
missions.
In a broader context, GIS is engaging with foreign allies and U.S. domestic customers at the
tactical unit level, understanding their challenges and requirements, in order to provide
comprehensive tactical and operational solutions. The business unit focuses both on the end-
user level and the multiple tiers of stakeholders within the Ministry of Defense. The GIS
team is highly experienced at capturing comprehensive requirements and gaining first mover
advantage in order to deliver best -in-class solutions, r egardless of the range of customer
needs. Globally, GIS is concentrating on comprehensive border security solutions, including
product integration, global delivery, capability training, and field service and support. From
the GIS customer activity, Cyberlu x’s research and development for future products is
highly targeted and driven by global requirements.
Global Integration Services Business Development
As announced on October 16, 2024, the GIS business unit is already playing a key role in
delivering the next phase of Cyberlux growth, starting with a $22.7 million contract through
Canadian partners as the U.S. prime contractor to provide aircraft instrum ent landing
systems (ILS) for F -16 aircraft support. During fourth quarter 2024, GIS fulfilled $19.9
million of the $22.7 million contact. GIS anticipates additional ILS orders during the third
quarter of 2025.
GIS is specifically focused on delivering border security solutions to U.S. allied partner
nations. With the strength of the Cyberlux relationships across the Middle East and Africa,
GIS is developing Foreign Military Sales (FMS) border security solutions with four U.S.
allies, with the current expectation of funding decisions occurring during the fourth quarter
of 2025.
Additionally, the GIS business unit is duly licensed to operate as a broker of any U.S. -
approved military asse t to aid foreign allied governments. This allows GIS to conduct
substantial integrated solution transactions involving large equipment (such as tanks and
airplanes) and best -in-class integrated solutions . GIS expects to announce significant
capability partnerships during 2025 in support of the integrated services mission.
B. List any subsidiaries, parent company, or affiliated companies.
Cyberlux operates though Cyberlux Corporation, and its subsidiar y Datron World
Communications, Inc.
C. Describe the issuers’ principal products or services.
The Company offers the products and services of its Unmanned Aircraft Solutions (UAS),
Datron Military Communications (DMC), and Special Activities (SA) to U.S. government
agencies, including USSOCOM, USNAVY, USCENTCOM, USEUCOM, USAFRICOM,
and USINDOPACOM and allied foreign nations. These transactions are often facilitated by
relationships with various prime vendors such as HII and ADS, Inc, or through U.S. foreign
military sales (FMS). T he majority of the Company’ s products are shipped by common
carrier resulting in recognition of revenues upon shipment at which time , control passes to
the customer.
eventattribution
Annual reporting period ends December 31, 2024.
Read the anchor · page 1
Page 1 of 46
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
eventattribution
Schmidt and Downing certifications dated March 31, 2025.
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Page 46 of 46
9) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of
the issuer (or any other persons with different titles but having the same responsibilities) in each
Quarterly Report or Annual Report.
The certifications shall follow the format below:
I, Mark D. Schmidt, certify that:
1. I have reviewed this Disclosure Statement for 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 periods presented in this disclosure statement.
3/31/2025
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David D. Downing certify that:
1. I have reviewed this Disclosure Statement for 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 misle ading
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 periods presented in this disclosure statement.
3/31/2025
/s/ David Downing
hypothesishypothesis
Incomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries
Incomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
inferenceinference
The front issuance list fully reconciles annual common growth, while the equity roll-forward’s listed movements do not. This isolates a disc
The front issuance list fully reconciles annual common growth, while the equity roll-forward’s listed movements do not. This isolates a disclosure reconciliation gap rather than proving an unrecorded issuance.
inferenceinference
K8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them
K8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them merely by describing the others.
otherattribution
Complete supplied 46-page source reviewed at SHA-256 39505cfea60b116d3bc773d9f13a8d98dc837f2bfebb4a39c083f5b041431a6b. Source assertions, or
Complete supplied 46-page source reviewed at SHA-256 39505cfea60b116d3bc773d9f13a8d98dc837f2bfebb4a39c083f5b041431a6b. 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
Page 1 of 46
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
_______________________________
984-363-6894
www.cyberlux.com
info@cyberlux.com
Annual Report
For the period ending December 31, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,993,363,945 as of December 31, 2024 (Current Reporting Period Date or More Recent Date)
5,728,914,810 as of December 31, 2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 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: ☒
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this
reporting period:
Yes: ☐ No: ☒
4 “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 Company’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 voting securities of the
Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being 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 pare nt outstanding immediately after
such merger or consolidation.
questionquestion
Which original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity
Which original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
questionquestion
What original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 s
What original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 sequence and actual entitlement?
questionquestion
Which workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
questionquestion
What note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual convers
What note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
questionquestion
What executed facility, purchase-order, acquisition, lease and valuation records support the commercial claims and financing limits?
questionquestion
What actual orders, payment history and agreements test the issuer’s settlement-compliance and enforcement characterisations?
questionquestion
Does the annual share increase fail to reconcile?
claimallegation
Advance-payment accounting
Cyberlux reports receiving approximately $39 million in advance payments and classifying approximately $23.145 million remaining at 31 December 2023 as customer deposits and deferred revenue.
Read the anchor · page 30
ntractual terms. The completion of the contract for the Systems is subject
to DoD acceptance of the product, including engineering and testing procedures.
The Company received approximately $39 million in advance payments from the DoD upon signing of
the contract during 2023. During the year ended December 31, 2023, the Company shipped
approximately $15 million under such contract. As of December 31, 2023, the Company had remaining
advance payments for the purchase of such systems from the DoD of approximately $23,145,000
included on the consolidated balance sheet as customer deposits and deferred revenue . In the second
and third quarters of 2024, the Company recognized approximately $54 and $4 million, respectively, of
revenue pursuant to this contract. On May 17, 2024, Cyberlux was informed by HII, under strict Non -
Disclosure Agreement (NDA) requirements, that the U.S. government was ‘terminating for
convenience’ their contract with HII for the K8 drone. Because the Cyberlux subcontract with HII is a
‘firm f
claimallegation
Reported balance-sheet values
The 2024 balance sheet reports $4,925,887 in accounts receivable and $15,788,873 in inventory, compared with $1,324,699 and $16,818,126 respectively in 2023.
Read the anchor · page 25
bsidiary
Condensed Consolidated Balance Sheet
December 31, 2024 and 2023 (Unaudited)
2024 2023
Assets
Current assets:
Cash and cash equivalents $4,952,219 $3,198,280
Accounts receivable, net of allowance for doubtful accounts 4,925,887 1,324,699
Inventory 15,788,873 16,818,126
Other current assets 1,177,000 238,565
Total current assets 26,843,979 21,579,670
Other Assets:
Property and equipment, net of accumulated depreciation 496,792 1,034,033
Right of use asset, net 1,118,490 428,555
Intangible assets, net of accumulated amortization 8,371,722 10,478,722
Other investment 200,000 200,000
Total Assets $37,030,983 $33,720,980
Liabilities and Stockholders’ Deficit
Current lia
claimallegation
Inventory composition
Cyberlux combines work in progress and finished goods in one inventory line, reporting $12,730,408 for 2024 and $14,795,277 for 2023.
Read the anchor · page 33
D as noted
in Note A2 above.
Components of inventories as of December 31, 2024 and 2023 are as follows:
December 2024 December 2023
Component parts $ 4,470,465 $ 3,935,012
Work in progress and finished goods 12,730,408 14,795,277
Less: allowance for obsolete inventory (1,412,000) (1,912,163)
$ 15,788,873 $ 16,818,126
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 purp
eventattribution
Cyberlux account of stop work
Cyberlux reports that HII issued a stop-work order on 22 December 2023.
Read the anchor · page 15
o the Ukr ainian
warfighter end -user. The Company produced a substantial number of the Cyberlux K8
systems under the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract wen
eventattribution
Cyberlux account of termination notice
Cyberlux reports that HII informed it on 17 May 2024 that the Government was terminating the upstream contract for convenience.
Read the anchor · page 15
er the terms of the contract during the fourth quarter of 2023.
On December 22, 2023, HII issued a Stop Work Order (SWO) requiring the Company to
pause Cyberlux K8 production. On May 17, 2024, Cyberlux was informed by HII, under
strict Non -Disclosure Agreement (NDA) requirements, that the U.S. government was
‘terminating for convenience’ their contract with HII for the Cyberlux K8 deliveries.
Because the Cyberlux subcontract with HII was a ‘firm fixed price, fixed quantity’ contract
under commercial terms, the contract went through the procurement resolution process. The
Company remains under binding contractual confidentiality constraints and is seeking
appropriate consents to update its shareholders and the public.
As background, when orig
allegation
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 reports that HII awarded its UAS business unit a $78.9 million contract on 29 August 2023.supports{"timeline_thread":"programme","timeline_thread_label":"Procurement & programme"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux reports that HII issued a stop-work order on 22 December 2023.supports{"timeline_thread":"legal","timeline_thread_label":"Legal & recovery"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux reports that HII informed it on 17 May 2024 that the Government was terminating the upstream contract for convenience.supports{"timeline_thread":"legal","timeline_thread_label":"Legal & recovery"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux reports receiving approximately $39 million in advance payments and classifying approximately $23.145 million remaining at 31 December 2023 as customer deposits and deferred revenue.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 database maps the source supporting this allegation to Part III, Chapter 26. This is a reviewed source-to-publication link, not a name match.
Cyberlux combines work in progress and finished goods in one inventory line, reporting $12,730,408 for 2024 and $14,795,277 for 2023.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 database maps the source supporting this allegation to Part III, Chapter 26. This is a reviewed source-to-publication link, not a name match.
The 2024 balance sheet reports $4,925,887 in accounts receivable and $15,788,873 in inventory, compared with $1,324,699 and $16,818,126 respectively in 2023.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 database maps the source supporting this allegation to Part III, Chapter 26. This is a reviewed source-to-publication link, not a name match.
Cyberlux reports receiving approximately $39 million in advance payments and classifying approximately $23.145 million remaining at 31 December 2023 as customer deposits and deferred revenue.supportsCyberlux reports receiving approximately $39 million in advance payments and classifying approximately $23.145 million remaining at 31 December 2023 as customer deposits and deferred revenue.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
Cyberlux combines work in progress and finished goods in one inventory line, reporting $12,730,408 for 2024 and $14,795,277 for 2023.supportsCyberlux combines work in progress and finished goods in one inventory line, reporting $12,730,408 for 2024 and $14,795,277 for 2023.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
The 2024 balance sheet reports $4,925,887 in accounts receivable and $15,788,873 in inventory, compared with $1,324,699 and $16,818,126 respectively in 2023.supportsThe 2024 balance sheet reports $4,925,887 in accounts receivable and $15,788,873 in inventory, compared with $1,324,699 and $16,818,126 respectively in 2023.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
{"timeline_thread":"legal","timeline_thread_label":"Legal & recovery"}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 September 29, 2022 lender rows now name Bilal Maadarani for one $100,000 note and Eris Cali for two, where the 2023 report attributed four to Bilal. Original funding and assignment records are needed; a name change in the table does not prove an assignment. Other source-specific lenders include Pharaon, Jones, Forgacs, Miller, Rawls trust, Dixon FLP, Bakatsias, Fly Rite/Barbara Settle, Hayek/William Settle, Yessaian, Irizarry and Datron Holdings/Arthur Barter. Potential conversion counts are not outstanding issued stock.qualifiesFour Bilal Maadarani notes dated September 29, 2022 each have $100,000 principal and balances $104,627, $104,380, $104,216 and $103,914, due September 29, 2025 at 85% VWAP. A footnote says interest runs from later funding dates. Other rows identify Bassam Pharaon, Matt Jones, Andras Forgacs, Robert Miller, Christopher Whitehead, Jeryl S. Rawls Revocable Trust, John W. Dixon FLP, Giorgios Bakatsias, Fly Rite LLC/Barbara Settle, Hayek Ventures LLC/William G. Settle, Charles Yessaian and Ferdinand Irizarry. Fly Rite and Hayek each show $125,000 principal but only $31,250 outstanding, equal to the interest column; preserve that unresolved table anomaly.
Later table names ErisCali for two earlier Bilal-labelled notes; no assignment inferred without instruments.
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Montague/Denis Kalenja 21 million/24.42%. Goodman B count is printed 2,5000,000 with 2.91%; that malformed count is preserved. Taking the amount implied by the Goodman percentage as 2.5 million solely for a labelled arithmetic test, the six listed holdings total 77 million, leaving 9 million of the stated 86 million unexplained. Six listed holders also differ from five record holders, which may involve beneficial versus record ownership; no missing holder or transfer is assigned.qualifiesThe January 20, 2023 issuance names Montague Capital Partners LLC/Denis Kalenja for 30 million B at $0.001 under a stock purchase agreement. The ownership table gives Montague 30 million/34.36%, Schmidt 47 million/53.84%, Downing 5.3 million/6.07% and Larry J. Isely 5 million/5.73%; these sum to 87.3 million. The June issuance labels the Isely recipient Larson J. Isely. Reported management incentive and voting-control/hostile-takeover protection purposes are issuer descriptions, not inferred motive. The separate 2022 report’s Schmidt 44 million plus this year’s 9 million does not explain the reported 47 million without another adjustment.
Later Montague21m and Isely2.5m holdings differ from prior30m and5m; aggregate and missing-holder questions remain unresolved rather than invented transfers.
The issuer says it issued 6,745 common shares on May 8, 2024 pursuant to A conversion and withdrew the Series A designation November 27, 2024. The seven listed conversion recipients/counts are John G. Hule 645, Ward I. Snyder 750, Charles O’Brien 350, Neal M. Goldstein 1,250, David W. Eckert 250, Christina Crossman 1,000 and Lon E. Bell 2,500. Their sum is 6,745. Earlier report wording used a different Snyder middle initial; no unsupported identity merge is inferred. These are later reported issuance steps, distinct from the earlier unissued conversion obligation.qualifiesSeries A front table still lists 26.9806 outstanding and eight holders, with a footnote directing the reader to mandatory conversion into 6,745 common shares. Note H says conversion occurred under its terms but the common shares have not yet been issued, and the balance sheet shows zero A in both periods. Legal conversion and transfer-agent issuance are distinct claimed stages; the undated conversion timing and original designation remain dependencies. The front authorisation is now 200.
Later report says A-conversion common was issued May8 and designation withdrawn November27, versus prior unissued obligation; reported stages not independent transfer-agent proof.
The 2023 comparative shifts the $8,713,952 disposal loss into discontinued operations, giving continuing loss $3,083,955 and discontinued loss $6,417,083, net loss unchanged $9,510,038. Interest/other income is $632,592 versus earlier $623,593, an $8,999 difference. The later amortisation note gives 2023 approximately $557,000 versus earlier $683,000; together with approximately $67,000 depreciation, the revised note aligns in scale with $623,824 combined statement expense. These are version comparisons, not silent replacement or independent assurance.qualifiesThe expense notes say roughly $76,000/$98,000 marketing for 2023/2022 versus statement $1,521,845/$199,105. They describe roughly $67,000 depreciation and $683,000 amortisation in 2023, versus statement combined $623,824, and roughly $20,000 each in 2022 versus statement zero. These scope or value differences need workpapers; research figures approximately $157,000/$5,041,000 agree with statement scale. A generic reclassification note is not a reconciliation.
Later2023 amortisation557k rather than683k better aligns combinedexpense scale; not audited correction or authority to overwrite earlier source.
Related notes total $2,516,756: Downing $1,229,606, Schmidt and family $524,133, Ringo $405,361 and others $357,656, generally at 10% without scheduled repayment. The issuer says a family member advanced $100,000 in March 2024, $65,000 was repaid and two officers capitalised about $184,000 interest. The $65,000 is described as family-loan repayment, not legal fees. A separate related-party due figure about $4 million has a broader stated population and must not automatically be equated to officer-note principal.qualifiesSubsequent events report February 2024 RB debt and interest of $1,654,685 converted into 6,618,740 common shares, exactly $0.25 each, and an officer’s $100,000 loan in March 2024. No additional subsequent-event adjustment is reported. These events remain attributed to the March 31, 2024 disclosure, not independently verified later status.
Prior report says officer100kloan; later says familymember100k and65krepaid. Preserve role difference and do not label repayment legal fees.
The report identifies HII as prime vendor on the August 29, 2023 $78.9 million K8 subcontract. It says HII issued a December 22, 2023 stop-work order and notified Cyberlux on May 17, 2024 of government termination for convenience, under NDA restrictions. The issuer describes commercial fixed-price/fixed-quantity terms, procurement resolution and continuing confidentiality. Its account of changing Ukrainian doctrine is not independently established termination causation, and the original agreement controls the actual contracting tier and remedies.qualifiesNote A reports an August 29, 2023 $78.9 million K8 contract, approximately $39 million advance payments, about $15 million shipped during 2023 and $23,145,000 remaining advances at year end. It says remaining shipments depend on DoD acceptance, engineering and testing with uncertain timing, and the contract may be amended, delayed or cancelled. The report describes payment from DoD without establishing the legal prime/subcontract chain or tracing actual bank transfers.
2024 report adds December2023 stop work and May2024 termination notice to prior uncertain-acceptance narrative; exact timing and notices remain source-dependent.
The issuer repeats Datron consideration of $3 million cash, two $2 million notes and cancellation of $3.5 million advance, with approximately $10.4 million technology allocation. Allocation and valuation remain unfinished, now expected during 2025 rather than the prior 2024 reporting target. Debt discount remaining $208,333 and approximately 0.7-year accretion narrative require reconciliation with September 2026 maturity. Original acquisition/valuation records remain necessary; the revised target is not completion.qualifiesThe issuer dates Datron acquisition September 16, 2023 and describes $3 million closing cash, two $2 million notes and cancellation of a prior $3.5 million advance, total approximately $10.5 million. The note table dates issuance September 13. The two notes bear 3% and 5%, mature September 2026 and convert after September 2024 at 90% and 85% VWAP. About $10.4 million is assigned to technology and $0.1 million net operating assets; the purchase allocation/valuation is expressly unfinished, expected by 2024 reporting. These are issuer representations, not the executed acquisition record.
Unfinished purchase allocation target shifts from2024 to2025; no completion inferred.
Inventory parts $4,470,465 plus work-in-progress/finished goods $12,730,408 less allowance $1,412,000 equals $15,788,873; the issuer associates much work-in-progress with DoD products. Inventory is not proof of acceptance or authorised spend. EPS excludes about 1.1 billion potential note shares and 17 billion preferred-conversion shares in 2024; its 2023 note-share comparator is now 2.4 billion versus prior 24 billion. Those are potential equivalents, not issued shares.qualifiesThe issuer expressly says it is not observing the requirement to reserve enough common shares for preferred conversions. It reports obligations to issue roughly 57.1 million common shares at 2023 end, 30.5 million at 2022 end and 4.1 million at 2021 end, plus 6,745 A-conversion shares. It excludes about 24 billion note-conversion and 22 billion preferred-conversion equivalents from 2023 diluted EPS as antidilutive. These potential equivalents are not outstanding issued shares and require conversion schedules to reconcile with authorised capacity.
2023 note-conversion equivalents are now2.4bn versus prior24bn; these are potential shares, not tenfold actual issuance.
The 2023 comparative Datron cash investment is now negative $5,998,000 versus earlier negative $5,598,000, yet investing subtotal remains negative $6,328,312. Adding the three displayed investment components gives negative $6,728,312, a $400,000 difference. The inherited 2023 opening cash plus printed increase still exceeds closing cash by $44,463. Neither difference is resolved by a generic reclassification note.qualifiesInvesting reports Datron cash investment net of acquired cash $5,598,000, fixed assets $723,872 and patents $6,440. Financing reports stock proceeds $137,505, borrowings $553,000 and related-party repayments $846,972. Non-cash disclosures separately list $4 million Datron debt and $500,000 accrued subsidiary-disposition obligation. The 2022 column starts with continuing loss $6,573,630 under a common-stockholder net-loss label, while operations gives total loss $1,809,759; discontinued adjustments require a complete bridge rather than a false same-scope comparison.
2023 Datron cash investment changes by400k while subtotal stays unchanged; preserve both versions.
The issuer reports roughly $39 million advanced and $15 million shipped in 2023, $23.145 million remaining advances at 2023 end, and roughly $54 million and $4 million K8 revenue recognised in 2024 quarters two and three. It later reverses roughly $37.3 million revenue and related costs. Recognition after a termination notice, physical delivery and ultimate entitlement are different issues; this historical accounting narrative alone does not establish improper intent or the final settlement amount.supportsK8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them merely by describing the others.
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative shifts the $8,713,952 disposal loss into discontinued operations, giving continuing loss $3,083,955 and discontinued loss $6,417,083, net loss unchanged $9,510,038. Interest/other income is $632,592 versus earlier $623,593, an $8,999 difference. The later amortisation note gives 2023 approximately $557,000 versus earlier $683,000; together with approximately $67,000 depreciation, the revised note aligns in scale with $623,824 combined statement expense. These are version comparisons, not silent replacement or independent assurance.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. Its 2023 opening common is malformed as 5,587,666.363 and APIC $18,596,363 differs from the prior report’s restated opening $18,634,605. The settlements common amount is $546,863 versus earlier $546,663. Exact table variants are preserved; no correcting entry is invented.supportsThe front issuance list fully reconciles annual common growth, while the equity roll-forward’s listed movements do not. This isolates a disclosure reconciliation gap rather than proving an unrecorded issuance.
Specifically named source propositions support the bounded distinction or question.
Common outstanding rises from 5,728,914,810 to 5,993,363,945, an increase of 264,449,135. The front 2024 common issuance rows sum exactly to that increase. Authorised common is 7 billion and record holders 382. Reconciling the aggregate does not authenticate recipients, consideration or the separate equity statement.supportsDoes the annual share increase fail to reconcile?
Specifically named source propositions support the bounded distinction or question.
2024 operating cash negative $5,038,657, investing negative $15,000 and financing positive $6,807,596 sum to cash increase $1,753,939, exactly bridging $3,198,280 to $4,952,219. Financing is principally $6.95 million credit-line proceeds less $142,404 related-note payments. Operations includes receivable growth negative $3,601,188, accrual increase positive $19,096,515 and deposit decrease negative $22,034,171. These cash categories do not themselves trace use of particular government or lender funds.supportsWhat original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 sequence and actual entitlement?
Specifically named source propositions support the bounded distinction or question.
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,533, whereas the reported annual increase is 264,449,135. The difference is 120,204,602 shares. The complete front issuance list reconciles the annual increase, so the unresolved issue is the equity table’s listed movement coverage, not an independently proved missing share issuance. Class B movements reconcile 87.3 to 86 million.supportsDoes the annual share increase fail to reconcile?
Specifically named source propositions support the bounded distinction or question.
2024 operating cash negative $5,038,657, investing negative $15,000 and financing positive $6,807,596 sum to cash increase $1,753,939, exactly bridging $3,198,280 to $4,952,219. Financing is principally $6.95 million credit-line proceeds less $142,404 related-note payments. Operations includes receivable growth negative $3,601,188, accrual increase positive $19,096,515 and deposit decrease negative $22,034,171. These cash categories do not themselves trace use of particular government or lender funds.supportsK8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them merely by describing the others.
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. Its 2023 opening common is malformed as 5,587,666.363 and APIC $18,596,363 differs from the prior report’s restated opening $18,634,605. The settlements common amount is $546,863 versus earlier $546,663. Exact table variants are preserved; no correcting entry is invented.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The issuer reports roughly $39 million advanced and $15 million shipped in 2023, $23.145 million remaining advances at 2023 end, and roughly $54 million and $4 million K8 revenue recognised in 2024 quarters two and three. It later reverses roughly $37.3 million revenue and related costs. Recognition after a termination notice, physical delivery and ultimate entitlement are different issues; this historical accounting narrative alone does not establish improper intent or the final settlement amount.supportsWhat original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 sequence and actual entitlement?
Specifically named source propositions support the bounded distinction or question.
RB note dates, outstanding balances and potential conversion counts differ from earlier schedules. The issuer expressly disputes whether cash repayment, conversion between $0.005 and $0.25, or a combination is required. It reports the August 14, 2024 SDCA suit and says the converted note goes to arbitration while other notes remain in court. The report does not independently establish default, enforceable conversion terms or adjudicated liabilities; original notes, amendments and orders are required.supportsWhat note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
Specifically named source propositions support the bounded distinction or question.
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Montague/Denis Kalenja 21 million/24.42%. Goodman B count is printed 2,5000,000 with 2.91%; that malformed count is preserved. Taking the amount implied by the Goodman percentage as 2.5 million solely for a labelled arithmetic test, the six listed holdings total 77 million, leaving 9 million of the stated 86 million unexplained. Six listed holders also differ from five record holders, which may involve beneficial versus record ownership; no missing holder or transfer is assigned.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
The issuer describes UAS, Datron Military Communications and Global Integration Services, March 31, 2025 backlog about $48.5 million, Datron pipeline over $36 million and future allied-country opportunities. It claims NDAA-compliant platforms while pursuing Blue List status, military demonstrations, ISO processes, technical capabilities and broker licensing. These are source-stated commercial claims and forecasts, not independently established certifications, orders, deliveries or government endorsements. The subsidiary list now names only Datron; the omission of prior Catalyst/CMTC entities does not prove their disposal.supportsWhat executed facility, purchase-order, acquisition, lease and valuation records support the commercial claims and financing limits?
Specifically named source propositions support the bounded distinction or question.
GIS claims an October 16, 2024 Canadian-partner aircraft-landing-system order approximately $22–22.7 million and about $19.9 million fulfilled/substantial 2024 completion. Note M describes a purchase-order facility up to $7 million, amended March/April 2024, at prime plus 0.0164% as printed, collateralised by specified order assets with customer receipts remitted to the lender. The issuer reports $6.95 million drawn, $268,000 accrued interest and $370,000 expense. Agreements and bank records are needed to establish rate period, collateral, actual proceeds and compliance.supportsWhat executed facility, purchase-order, acquisition, lease and valuation records support the commercial claims and financing limits?
Specifically named source propositions support the bounded distinction or question.
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,533, whereas the reported annual increase is 264,449,135. The difference is 120,204,602 shares. The complete front issuance list reconciles the annual increase, so the unresolved issue is the equity table’s listed movement coverage, not an independently proved missing share issuance. Class B movements reconcile 87.3 to 86 million.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
Related notes total $2,516,756: Downing $1,229,606, Schmidt and family $524,133, Ringo $405,361 and others $357,656, generally at 10% without scheduled repayment. The issuer says a family member advanced $100,000 in March 2024, $65,000 was repaid and two officers capitalised about $184,000 interest. The $65,000 is described as family-loan repayment, not legal fees. A separate related-party due figure about $4 million has a broader stated population and must not automatically be equated to officer-note principal.supportsWhat note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
Specifically named source propositions support the bounded distinction or question.
The report identifies HII as prime vendor on the August 29, 2023 $78.9 million K8 subcontract. It says HII issued a December 22, 2023 stop-work order and notified Cyberlux on May 17, 2024 of government termination for convenience, under NDA restrictions. The issuer describes commercial fixed-price/fixed-quantity terms, procurement resolution and continuing confidentiality. Its account of changing Ukrainian doctrine is not independently established termination causation, and the original agreement controls the actual contracting tier and remedies.supportsK8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them merely by describing the others.
Specifically named source propositions support the bounded distinction or question.
2024 revenue $48,405,294 less cost $30,624,015 gives gross $17,781,279. Operating expenses total $19,119,860 and operating loss $1,338,581. The research cell is visibly blank, but subtracting marketing $906,780, depreciation/amortisation $2,559,878 and G&A $14,343,697 from total expenses implies $1,309,505, consistent in scale with the note’s approximately $1.31 million. That amount is an analyst calculation, not text printed in the blank cell. Other expense subtotal $1,803,110 and tax $1,158,073 produce net loss $4,299,764.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative accrued-liability amount is $4,381,135 versus $4,406,195 in the earlier report. Listed 2023 current components sum $43,175,992 but the comparative subtotal is $43,175,922, a $70 difference. The 2024 accrued components $1,942,410 payroll/taxes/other, $17,941,784 vendors, $1,358,073 income taxes and $2,541,000 commissions sum $23,783,267 versus the printed $23,783,268. Preserve the distinct sizes and do not infer recipients or misconduct from aggregates.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
Cyberlux asserts full compliance with the June 2023 AWH/Secure settlement, characterises California/Texas enforcement as unsupported, reports 19 garnishments and an injunction action, and expects success. These are adversarial issuer assertions, not findings that enforcement failed or lacked merit. The more abbreviated note and fuller front litigation section share origin; the actual pleadings, orders, agreement and payment history are required.supportsWhat actual orders, payment history and agreements test the issuer’s settlement-compliance and enforcement characterisations?
Specifically named source propositions support the bounded distinction or question.
The segment-style revenue table gives 2024 UAS $62,491,954, GIS $19,872,058 and DMC $7,530,000, total $89,894,012. Contract modification/intercompany elimination of $41,488,718 produces reported $48,405,294. Q4 gross $22,609,056 less $37,344,948 gives negative $14,735,892. These arithmetic relationships reconcile; the combined adjustment label must not be treated as wholly one contract reversal or cash repayment.supportsK8 performance, recognition, reversal, cash and termination entitlement require separate tracing; the report itself establishes none of them merely by describing the others.
Specifically named source propositions support the bounded distinction or question.
Current liabilities include credit line $6.95 million, related notes $2,516,756, other notes $5,918,435, Datron acquisition debt $3,791,667, customer deposits $1,905,000 and accrued liabilities $23,783,268. Datron debt is current despite a September 2026 printed maturity; contractual acceleration or classification basis must be checked. Note G’s RB $3.5 million plus others $2,418,435 equals balance-sheet $5,918,435, not its printed short-term total $6,918,435. The $1 million subtotal error is not evidence of a separate debt.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Montague/Denis Kalenja 21 million/24.42%. Goodman B count is printed 2,5000,000 with 2.91%; that malformed count is preserved. Taking the amount implied by the Goodman percentage as 2.5 million solely for a labelled arithmetic test, the six listed holdings total 77 million, leaving 9 million of the stated 86 million unexplained. Six listed holders also differ from five record holders, which may involve beneficial versus record ownership; no missing holder or transfer is assigned.supportsDoes the annual share increase fail to reconcile?
Specifically named source propositions support the bounded distinction or question.
The September 29, 2022 lender rows now name Bilal Maadarani for one $100,000 note and Eris Cali for two, where the 2023 report attributed four to Bilal. Original funding and assignment records are needed; a name change in the table does not prove an assignment. Other source-specific lenders include Pharaon, Jones, Forgacs, Miller, Rawls trust, Dixon FLP, Bakatsias, Fly Rite/Barbara Settle, Hayek/William Settle, Yessaian, Irizarry and Datron Holdings/Arthur Barter. Potential conversion counts are not outstanding issued stock.supportsWhat note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
Specifically named source propositions support the bounded distinction or question.
Cyberlux asserts full compliance with the June 2023 AWH/Secure settlement, characterises California/Texas enforcement as unsupported, reports 19 garnishments and an injunction action, and expects success. These are adversarial issuer assertions, not findings that enforcement failed or lacked merit. The more abbreviated note and fuller front litigation section share origin; the actual pleadings, orders, agreement and payment history are required.supportsManagement’s continued-operation and pipeline forecasts depend on financing, collections, government/customer decisions and successful dispute resolution that this report does not validate.
Specifically named source propositions support the bounded distinction or question.
The report identifies HII as prime vendor on the August 29, 2023 $78.9 million K8 subcontract. It says HII issued a December 22, 2023 stop-work order and notified Cyberlux on May 17, 2024 of government termination for convenience, under NDA restrictions. The issuer describes commercial fixed-price/fixed-quantity terms, procurement resolution and continuing confidentiality. Its account of changing Ukrainian doctrine is not independently established termination causation, and the original agreement controls the actual contracting tier and remedies.supportsWhat original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 sequence and actual entitlement?
Specifically named source propositions support the bounded distinction or question.
The issuer repeats Datron consideration of $3 million cash, two $2 million notes and cancellation of $3.5 million advance, with approximately $10.4 million technology allocation. Allocation and valuation remain unfinished, now expected during 2025 rather than the prior 2024 reporting target. Debt discount remaining $208,333 and approximately 0.7-year accretion narrative require reconciliation with September 2026 maturity. Original acquisition/valuation records remain necessary; the revised target is not completion.supportsWhat executed facility, purchase-order, acquisition, lease and valuation records support the commercial claims and financing limits?
Specifically named source propositions support the bounded distinction or question.
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,533, whereas the reported annual increase is 264,449,135. The difference is 120,204,602 shares. The complete front issuance list reconciles the annual increase, so the unresolved issue is the equity table’s listed movement coverage, not an independently proved missing share issuance. Class B movements reconcile 87.3 to 86 million.supportsThe front issuance list fully reconciles annual common growth, while the equity roll-forward’s listed movements do not. This isolates a disclosure reconciliation gap rather than proving an unrecorded issuance.
Specifically named source propositions support the bounded distinction or question.
Common outstanding rises from 5,728,914,810 to 5,993,363,945, an increase of 264,449,135. The front 2024 common issuance rows sum exactly to that increase. Authorised common is 7 billion and record holders 382. Reconciling the aggregate does not authenticate recipients, consideration or the separate equity statement.supportsThe front issuance list fully reconciles annual common growth, while the equity roll-forward’s listed movements do not. This isolates a disclosure reconciliation gap rather than proving an unrecorded issuance.
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. Its 2023 opening common is malformed as 5,587,666.363 and APIC $18,596,363 differs from the prior report’s restated opening $18,634,605. The settlements common amount is $546,863 versus earlier $546,663. Exact table variants are preserved; no correcting entry is invented.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
The control table gives Schmidt 47 million B/54.65%, Downing 1 million/1.16%, Isely 2.5 million/2.91%, Bill Maadarani 3 million/3.49% and Montague/Denis Kalenja 21 million/24.42%. Goodman B count is printed 2,5000,000 with 2.91%; that malformed count is preserved. Taking the amount implied by the Goodman percentage as 2.5 million solely for a labelled arithmetic test, the six listed holdings total 77 million, leaving 9 million of the stated 86 million unexplained. Six listed holders also differ from five record holders, which may involve beneficial versus record ownership; no missing holder or transfer is assigned.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The issuer describes UAS, Datron Military Communications and Global Integration Services, March 31, 2025 backlog about $48.5 million, Datron pipeline over $36 million and future allied-country opportunities. It claims NDAA-compliant platforms while pursuing Blue List status, military demonstrations, ISO processes, technical capabilities and broker licensing. These are source-stated commercial claims and forecasts, not independently established certifications, orders, deliveries or government endorsements. The subsidiary list now names only Datron; the omission of prior Catalyst/CMTC entities does not prove their disposal.supportsManagement’s continued-operation and pipeline forecasts depend on financing, collections, government/customer decisions and successful dispute resolution that this report does not validate.
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative Datron cash investment is now negative $5,998,000 versus earlier negative $5,598,000, yet investing subtotal remains negative $6,328,312. Adding the three displayed investment components gives negative $6,728,312, a $400,000 difference. The inherited 2023 opening cash plus printed increase still exceeds closing cash by $44,463. Neither difference is resolved by a generic reclassification note.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The issuer records roughly $1.2 million current tax despite book loss, citing NOL expiry/utilisation and timing differences. NOL carryforwards are about $26 million versus prior $62 million, with full reserve and no net deferred tax asset. The allowance table decreases from $14.74 million to $7.69 million, while prose says increased approximately $7.049 million and retains stale period references. Tax, no-audit/no-penalty and ownership-change statements remain historical issuer claims; the wording does not establish current compliance or realisable tax value.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The December 9 front row gives Christopher Whitehead 47,619,048 common at $0.0021 for debt/interest conversion. Note G instead says an unnamed December noteholder converted $100,000 plus $6,500 interest into 41,619,048 shares and a roughly $52,000 gain. The six-million-share discrepancy must remain visible; neither identity nor amount is silently selected as correct.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
Montague is listed with 179.5 million common/3.019%, Goodman 70 million/1.2%, Schmidt 230,642, Downing 42,500 and Ringo 123,783 common. The Montague percentage does not precisely match 179.5 million divided by stated current outstanding. Goodman is Chief of Staff, Isely Chief Operating Officer and Bill Maadarani Chief Revenue Officer. Recovery Fund USA LLC/Jamie Rand holds 148,000 C/98.667%. Historical roles and source labels remain separate from independently confirmed corporate authority.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative Datron cash investment is now negative $5,998,000 versus earlier negative $5,598,000, yet investing subtotal remains negative $6,328,312. Adding the three displayed investment components gives negative $6,728,312, a $400,000 difference. The inherited 2023 opening cash plus printed increase still exceeds closing cash by $44,463. Neither difference is resolved by a generic reclassification note.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
The segment-style revenue table gives 2024 UAS $62,491,954, GIS $19,872,058 and DMC $7,530,000, total $89,894,012. Contract modification/intercompany elimination of $41,488,718 produces reported $48,405,294. Q4 gross $22,609,056 less $37,344,948 gives negative $14,735,892. These arithmetic relationships reconcile; the combined adjustment label must not be treated as wholly one contract reversal or cash repayment.supportsWhat original HII instruments, stop-work/termination records, acceptance evidence, settlement accounting and bank records establish the K8 sequence and actual entitlement?
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward ends its 2023 section with common 5,723,914,810 but opens 2024 at 5,728,914,810, a five-million-share difference. Its 2023 opening common is malformed as 5,587,666.363 and APIC $18,596,363 differs from the prior report’s restated opening $18,634,605. The settlements common amount is $546,863 versus earlier $546,663. Exact table variants are preserved; no correcting entry is invented.supportsDoes the annual share increase fail to reconcile?
Specifically named source propositions support the bounded distinction or question.
The issuer gives Spring Texas lease expiry November 30, 2025 and Vista California expiry December 2026; headquarters renews annually. Lease notes give combined monthly rent about $96,000, 2024 rent about $1 million, undiscounted payments $1,847,756, imputed interest $434,343 and present value $1,413,143. Remaining terms are variously 1.75 weighted years and 1.5 approximate years; the 2023 comparator is now three years rather than the older table’s two. Preserve scope and period differences pending actual leases.supportsWhat executed facility, purchase-order, acquisition, lease and valuation records support the commercial claims and financing limits?
Specifically named source propositions support the bounded distinction or question.
Subsequent events report March 7, 2025 conversions of two notes described as June 14, 2023 into 48,076,923 and 21,153,846 shares. A third item says July 23, 2023 note interest became 62.5 million shares on March 7, 2023, a date preceding those notes and the stated subsequent-event interval; that printed date is visually confirmed and not silently changed. It also says principal was previously repaid and another holder requested conversion. Original requests and the register are required to establish actual dates and performance.supportsWhat note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
Specifically named source propositions support the bounded distinction or question.
Management discloses sustained losses, vendor collection proceedings, liquidity difficulties and financing dependence, while projecting 2025 growth and listing possible cessation/bankruptcy if funding fails. Accounting policies describe ASC 606 recognition, six-month cash equivalents, average-cost inventory, allowance estimates, share compensation and a single industrial-products segment. These are attributed historical policies and forecasts, not certified current law or accounting compliance. Three business units do not alone contradict one accounting segment.supportsManagement’s continued-operation and pipeline forecasts depend on financing, collections, government/customer decisions and successful dispute resolution that this report does not validate.
Specifically named source propositions support the bounded distinction or question.
The issuer records roughly $1.2 million current tax despite book loss, citing NOL expiry/utilisation and timing differences. NOL carryforwards are about $26 million versus prior $62 million, with full reserve and no net deferred tax asset. The allowance table decreases from $14.74 million to $7.69 million, while prose says increased approximately $7.049 million and retains stale period references. Tax, no-audit/no-penalty and ownership-change statements remain historical issuer claims; the wording does not establish current compliance or realisable tax value.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
Some fixed-price conversion counts fail direct balance/price checks: RB $565,257 at $0.25 prints 3,025,028 potential shares, Rawls $30,000 at $0.0013 prints 21,153,846, Bakatsias $57,300 at $0.0013 prints 48,076,923, and June 2024 Dixon $101,750 at $0.0019 prints 63,593,750. Fly Rite and Hayek each retain $125,000 principal, $31,250 outstanding and 31.25 million potential shares at $0.0013. Those are printed figures, not verified formulas; later principal-repayment claims may explain some balance scope but do not reconcile every conversion field.supportsWhat note instruments, assignments, conversion requests, court orders and share register establish lender identity, terms and actual conversions?
Specifically named source propositions support the bounded distinction or question.
The issuer says it issued 6,745 common shares on May 8, 2024 pursuant to A conversion and withdrew the Series A designation November 27, 2024. The seven listed conversion recipients/counts are John G. Hule 645, Ward I. Snyder 750, Charles O’Brien 350, Neal M. Goldstein 1,250, David W. Eckert 250, Christina Crossman 1,000 and Lon E. Bell 2,500. Their sum is 6,745. Earlier report wording used a different Snyder middle initial; no unsupported identity merge is inferred. These are later reported issuance steps, distinct from the earlier unissued conversion obligation.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative shifts the $8,713,952 disposal loss into discontinued operations, giving continuing loss $3,083,955 and discontinued loss $6,417,083, net loss unchanged $9,510,038. Interest/other income is $632,592 versus earlier $623,593, an $8,999 difference. The later amortisation note gives 2023 approximately $557,000 versus earlier $683,000; together with approximately $67,000 depreciation, the revised note aligns in scale with $623,824 combined statement expense. These are version comparisons, not silent replacement or independent assurance.supportsWhich workpapers reconcile cash comparatives, research blank, debt subtotal, accruals, tax direction and revised prior-year values?
Specifically named source propositions support the bounded distinction or question.
The 2024 equity table lists common movements of 90 million for services, 54,237,788 debt conversions and 6,745 A conversions, total 144,244,533, whereas the reported annual increase is 264,449,135. The difference is 120,204,602 shares. The complete front issuance list reconciles the annual increase, so the unresolved issue is the equity table’s listed movement coverage, not an independently proved missing share issuance. Class B movements reconcile 87.3 to 86 million.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The 2023 comparative accrued-liability amount is $4,381,135 versus $4,406,195 in the earlier report. Listed 2023 current components sum $43,175,992 but the comparative subtotal is $43,175,922, a $70 difference. The 2024 accrued components $1,942,410 payroll/taxes/other, $17,941,784 vendors, $1,358,073 income taxes and $2,541,000 commissions sum $23,783,267 versus the printed $23,783,268. Preserve the distinct sizes and do not infer recipients or misconduct from aggregates.supportsIncomplete updating of comparative schedules and equity roll-forwards may explain some inconsistencies. Alternatives include omitted entries, separate accounting adjustments or transcription errors. Test dated reports, journals and transfer-agent movements; no explanation or deliberate misstatement is selected.
Specifically named source propositions support the bounded distinction or question.
The issuer still acknowledges not reserving sufficient common for preferred conversions. Unissued common obligations are roughly 10 million in 2024 and 56 million in 2023. B converts 200:1, has conditional 12% dividends and reported liquidation preferences $292 million in 2023 and $292.4 million in 2024, versus the older report’s $295 million for 2023. C is 150,000 shares, non-voting, with conditional dividends and reported preferences $3 million/$3.6 million. These amounts are issuer descriptions of contingent rights, not adjudicated current debts.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
Series B is 99 million authorised and 86 million outstanding, five record holders. April 2 Downing repurchase/return of 4.3 million and February 28 Bill Maadarani management-incentive issuance of 3 million explain 87.3 million less 4.3 million plus 3 million equalling 86 million. The authorisation changed from the prior report’s 100 million and requires the actual filed instrument.supportsWhich original register and class instruments reconcile recipient holdings, malformed counts, record-holder scope, authorisation and equity movements?
Specifically named source propositions support the bounded distinction or question.
WEIGH
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The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.