Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The issuer acknowledges it is not reserving sufficient common shares for preferred conversions.
Read the anchor · page 16
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.
7) 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:
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
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief Compliance
Officer
Director
Waccabuc, NY 70,000,000
Common
1.253%
Larry J. Isely Chief Technology
Officer
Denton, TX 5,000,000 Series B 5.73%
Lon E. Bell None Altadena, CA 10.0000 Series A 37%
Christina Crossman None Maitland, FL 4.0000 Series A 15%
Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19%
John G. Hule None West Berlin, NJ 2.5806 Series A 10%
Charles O’Brien None Altamonte Springs,
FL
1.4000 Series A 5%
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11%
Montague Capital
Partners LLC
Strategic Consultant Miami, FL 30,000,000 Series B 34.36% Denis Kalenja
Recovery Fund
USA, LLC
Lutz, FL
148,000
Series C
98.667%
Jamie Rand
N/A N/A N/A N/A Options N/A
N/A N/A N/A N/A Warrants N/A
quotationattribution
The issuer acknowledges 2022 stock-based expense and accrual errors and an approximately $2.2 million adverse restatement.
Read the anchor · page 23
Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
Revenue $ 20,464,645 $ 5,007,344
Cost of goods sold (8,566,307) (2,546,493)
Gross profit
11,898,338
2,460,851
Operating Expenses:
Marketing and advertising 1,521,845 199,105
Depreciation and amortization 623,824 -
Research and development 157,203 5,041,295
General and administrative expenses 13,002,259 3,134,059
Total operating expenses 15,305,131 8,374,459
Loss from operations (3,406,793) (5,913,608)
Other income/(expense):
Interest income and other 623,593 1,679
Interest expense (309,754) (661,700)
Loss on divestment of subsidiaries (8,713,952) -
Subtotal (8,400,113) (660,021)
Net Loss from continuing operations (11,806,907) (6,573,629)
Net income from discontinued operations 2,296,869 4,763,870
Net loss available to common
stockholders $(9,510,038) $(1,809,759)
Weighted-average common
Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902
Loss per share – basic and diluted $(0.002) $(0.000)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
quotationattribution
The issuer acknowledges financing dependence and possible inability to continue operations.
Read the anchor · page 26
NOTE A-SUMMARY OF BUSINESS OPERATIONS
Business Operations
Cyberlux Corporation (the "Company" or “Cyberlux”) was incorporated on May 17, 2000, under the laws
of the State of Nevada. The Company had been focused on the development, manufacturing and marketing
of long-term portable lighting products for government, commercial and industrial users . Starting in July
2022, the Company began expandi ng its defense industry product offerings. While the Company has
generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its
operations have been subject to all risks inherent in the establishment of a new business enterprise.
During the year ended December 31, 2023, the Company has refocused its operations through the following
transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered
into Agreements of Business Separation, effective as of June 30, 2023, terminating the business
relationship of between the parties, in exchange for certain payment and equity terms. The operations
of these businesses for the period ended June 30, 2023 , and December 31, 2022 , are presented as
discontinued operations in the consolidated statement of operations. The Company recognized a loss
on the disposition of these subsidiaries, as presented in the consolidated statement of operations. See
Note M.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux
K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in
the February 24, 2023, USAI announcement. The Company is required to comply with DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel
the contract per the contractual terms. The Company received approximately $39 mil lion in advance
payments from the D oD 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 has remaining advance payments for the purchase of such systems from the DoD
of $23,145,000. The completion of shipment of the remaining Systems is subject to D oD acceptance
of the product, including engineering and testing procedures, the timing of which is uncertain.
3. 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. See Note E.
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 , 2023, the Company incurred
accumulated losses of approximately $40 million. The Company’s current liabilities exceeded its current
assets by approximately $22 million as of December 31 , 2023. The Company has undergone significant
transformation in 2023 refocusing its business, disposing certain bus inesses, acquiring Datron Worldwide
Communications, and receiving a significant sales order from the DoD. While th ese factors among others
may indicate that the Company will be unable to continue as a going concern, management is confident that
business performance in 2023 will ensure the Company is an ongoing growth business for the foreseeable
future.
observationobservation
Period December 31, 2023; both issuer certifications dated March 31, 2024.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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
2022 restated net loss $1,809,759 replaces the earlier reported profit $377,674; difference $2,187,433.
Read the anchor · page 23
Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
Revenue $ 20,464,645 $ 5,007,344
Cost of goods sold (8,566,307) (2,546,493)
Gross profit
11,898,338
2,460,851
Operating Expenses:
Marketing and advertising 1,521,845 199,105
Depreciation and amortization 623,824 -
Research and development 157,203 5,041,295
General and administrative expenses 13,002,259 3,134,059
Total operating expenses 15,305,131 8,374,459
Loss from operations (3,406,793) (5,913,608)
Other income/(expense):
Interest income and other 623,593 1,679
Interest expense (309,754) (661,700)
Loss on divestment of subsidiaries (8,713,952) -
Subtotal (8,400,113) (660,021)
Net Loss from continuing operations (11,806,907) (6,573,629)
Net income from discontinued operations 2,296,869 4,763,870
Net loss available to common
stockholders $(9,510,038) $(1,809,759)
Weighted-average common
Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902
Loss per share – basic and diluted $(0.002) $(0.000)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
observationobservation
2023 common 5,728,914,810; B 87.3 million; conversion obligations are separate.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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
Approximate K8 contract $78.9 million, advance $39 million, shipments $15 million and remaining advances $23.145 million are issuer claims w
Approximate K8 contract $78.9 million, advance $39 million, shipments $15 million and remaining advances $23.145 million are issuer claims with uncertain acceptance.
Read the anchor · page 26
NOTE A-SUMMARY OF BUSINESS OPERATIONS
Business Operations
Cyberlux Corporation (the "Company" or “Cyberlux”) was incorporated on May 17, 2000, under the laws
of the State of Nevada. The Company had been focused on the development, manufacturing and marketing
of long-term portable lighting products for government, commercial and industrial users . Starting in July
2022, the Company began expandi ng its defense industry product offerings. While the Company has
generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its
operations have been subject to all risks inherent in the establishment of a new business enterprise.
During the year ended December 31, 2023, the Company has refocused its operations through the following
transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered
into Agreements of Business Separation, effective as of June 30, 2023, terminating the business
relationship of between the parties, in exchange for certain payment and equity terms. The operations
of these businesses for the period ended June 30, 2023 , and December 31, 2022 , are presented as
discontinued operations in the consolidated statement of operations. The Company recognized a loss
on the disposition of these subsidiaries, as presented in the consolidated statement of operations. See
Note M.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux
K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in
the February 24, 2023, USAI announcement. The Company is required to comply with DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel
the contract per the contractual terms. The Company received approximately $39 mil lion in advance
payments from the D oD 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 has remaining advance payments for the purchase of such systems from the DoD
of $23,145,000. The completion of shipment of the remaining Systems is subject to D oD acceptance
of the product, including engineering and testing procedures, the timing of which is uncertain.
3. 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. See Note E.
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 , 2023, the Company incurred
accumulated losses of approximately $40 million. The Company’s current liabilities exceeded its current
assets by approximately $22 million as of December 31 , 2023. The Company has undergone significant
transformation in 2023 refocusing its business, disposing certain bus inesses, acquiring Datron Worldwide
Communications, and receiving a significant sales order from the DoD. While th ese factors among others
may indicate that the Company will be unable to continue as a going concern, management is confident that
business performance in 2023 will ensure the Company is an ongoing growth business for the foreseeable
future.
assumptionassumption
Management’s confidence in continued operation depends on unverified financing, customer acceptance, sales and collection expectations.
claimallegation
The supplied 41-page Cyberlux 2023 annual report covers December 31, 2023 and bears Mark D. Schmidt and David Downing certifications dated M
The supplied 41-page Cyberlux 2023 annual report covers December 31, 2023 and bears Mark D. Schmidt and David Downing certifications dated March 31, 2024. Jon Kokkinos, fractional CFO under a January 11, 2024 consultancy, is identified as financial-statement preparer. The statements are expressly unaudited; the GAAP checkbox, CPA preparation and certifications are not an independent audit opinion. The cover marks No for shell status, shell-status change and change in control.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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
Other common rows are April 19 Julio Cordoba 10 million settlement; April 5 Angela Gooding 248,447 stock purchase; March 23 Jeremy Shrock an
Other common rows are April 19 Julio Cordoba 10 million settlement; April 5 Angela Gooding 248,447 stock purchase; March 23 Jeremy Shrock and Spencer Peterson 12 million each, Lukas Zuvac 2 million and Troy Williams 5 million under teaming agreements; March 16 Rezart Spahia 5 million acquisition representation; January 20 Bernard Bell 5 million stock purchase. The 2022 advisory row correctly names Cameron Holt, not Jackson Holt. Exact recipients and purposes are retained without merging unrelated persons.
Read the anchor · page 8
05/18/2023 New 10,000,000 Common 0.001 Yes Igor
Stanisavljev
Termination
Agreement
Terms
Restricted 4(a)(2)
05/18/2023 New 10,000,000 Common 0.001 Yes Chris
Damvakaris
Termination
Agreement
Terms
Restricted 4(a)(2)
05/11/2023 New 15,000,000 Common 0.001 Yes Back Forty
Strategies,
LLC/ LTG
Paul
Ostrowski
Advisory Board
Agreement
Terms
Restricted 4(a)(2)
04/19/2023 New 10,000,000 Common 0.001 Yes Julio Cordoba Settlement
Agreement
Restricted 4(a)(2)
04/05/2023 New 248,447 Common 0.001 Yes Angela
Gooding
Stock Purchase
Agreement
Restricted 4(a)(2)
03/23/2023 New 12,000,000 Common 0.001 Yes Jeremy Shrock Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 12,000,000 Common 0.001 Yes Spencer
Peterson
Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 2,000,000 Common 0.001 Yes Lukas Zuvac Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 5,000,000 Common 0.001 Yes Troy Williams Teaming
Agreement
Terms
Restricted 4(a)(2)
03/16/2023 New 5,000,000 Common 0.001 Yes Rezart Spahia Acquisition
Representation
Agreement
Terms
Restricted 4(a)(2)
01/20/2023 New 5,000,000 Common 0.001 Yes Bernard Bell Stock Purchase
Agreement
Restricted 4(a)(2)
01/20/2023 New 30,000,000 Series B 0.001 Yes Montague
Capital
Partners LLC/
Denis Kalenja
Stock Purchase
Agreement
Restricted 4(a)(2)
01/19/2023 Return to
Treasury
-7,200,000 Series B 0.001 Yes Returned
Executive
Mgmt Stock /
David
Downing
Outstanding
Series B Share
Reduction
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Cameron Holt Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 20,000,000 Common 0.001 Yes Michael N.
Porter
Employment
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Martin Moore Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Robert Bret
Velicovich
Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/22/2022 New 20,000,000 Common 0.0025 Yes Aaron
Goodman
Stock Purchase
Agreement
Restricted 4(a)(2)
claimallegation
Repeated 2022 rows change purpose descriptions: Roman Investments PR LLC/Roman Vinfield December 6 62.5 million is settlement of debt; Novem
Repeated 2022 rows change purpose descriptions: Roman Investments PR LLC/Roman Vinfield December 6 62.5 million is settlement of debt; November 22 41.7 million and November 8 15 million are equity incentives to a debt holder, as are Rosewood Theater LLC/Michael Sinensky 15 million and RB Capital 200 million. The earlier report used stock-purchase/debt-purchase descriptions. The 700 million Critical Flow cancellation and other historical rows recur from common issuer origin; repetition is not independent corroboration.
Read the anchor · page 9
12/06/2022 New 62,500,000 Common 0.0016 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Settlement of
debt obligation
Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Equity
incentive to
debt holder
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Equity
incentive to
debt holder
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood
Theater, LLC /
Michael
Sinensky
Equity
incentive to
debt holder
Restricted 4(a)(2)
08/15/2022 New 200,000,000 Common 0.00125 No RB Capital
Partners, Inc. /
Brett Rosen/
Deborah
Braun
Equity
incentive to
debt holder
Unrestricted 4(a)(2)
07/15/2022 New 10,000,000 Common 0.05 No Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/15/2022 New 10,000,000 Common 0.05 No Catalyst
Machineworks
/ Neill
Whiteley
Acquisition
Agreement
Restricted 4(a)(2)
05/05/2022
(06/14/2021
basis)
New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase
Agreement
Restricted 4(a)(2)
05/04/2022 Return to
Treasury
-700,000,000 Common 0.001 Yes 4 Certificates
Cancelled For:
(700,000,000)
Critical Flow
Capital, LLC /
Brian Kraman
Shares Issued in
Error from an
unfulfilled
financial
transaction
from 2014. The
700M restricted
common stock
shares required
Management to
complete
complex
process of
legally fulfilling
the consent and
compliance
process
required by its
transfer agent
and the
representatives
of the prior
shareholder to
remove these
Restricted 4(a)(2)
claimallegation
The front convertible-note table repeats five RB rows and balances from the prior report, including principal printed 1,500,00, a November 8
The front convertible-note table repeats five RB rows and balances from the prior report, including principal printed 1,500,00, a November 8, 2022 date and 2023 maturities. Note G instead summarises RB principal $5.25 million at 5%, due July 2024, convertible at $0.25. Original notes and amendments must explain period applicability and maturities; no automatic inference of default or extension.
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
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 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
09/13/2023 2,029,589 2,000,000 29,589 09/13/2026 85% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
claimallegation
Four Bilal Maadarani notes dated September 29, 2022 each have $100,000 principal and balances $104,627, $104,380, $104,216 and $103,914, due
Four 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 $31,250 outstanding, equal to the interest column; preserve that unresolved table anomaly.
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
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 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
09/13/2023 2,029,589 2,000,000 29,589 09/13/2026 85% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
claimallegation
The issuer describes three business units, UAS, Datron Military Communications and Special Activities, and subsidiaries Datron World Communi
The issuer describes three business units, UAS, Datron Military Communications and Special Activities, and subsidiaries Datron World Communications Inc., Catalyst Machineworks LLC and CMTC Drone Solutions LLC. It claims military/FMS customers, training, products, manufacturing and ISO 9001 recertification. Page 12 calls the approximately $79 million award USNAVY; page 14 acknowledges prime vendors HII and ADS. These are company representations, not original award or acceptance records.
Read the anchor · page 2
1) 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.
The state of incorporation or registration of the issuer and of each of its predecessors (if any)
during the past five years; Please also include the issuer’s current standing in its state of
incorporation (e.g., active, default, inactive):
The issuer was incorporated in the State of Nevada and its current standing is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its
predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or
reorganization either currently anticipated or that occurred within the past 12 months:
Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS ( previously reported as wholly-
owned subsidiaries and collectively the “Foreign Subsidiaries”) entered into Agreements of
Business Separation, effective on or before June 30, 2023, terminating the business
relationships between the parties, in exchange for certain payment s and common stock
issued.
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.
Effective May 18, 2023, the Company effected a repurchase of 20,000,000 of its Series B
Preferred Shares. See Item 3 – Issuance History, below.
The address(es) of the issuer’s principal executive office:
800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
The address(es) 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?
claimallegation
Note A reports an August 29, 2023 $78.9 million K8 contract, approximately $39 million advance payments, about $15 million shipped during 20
Note 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.
Read the anchor · page 26
NOTE A-SUMMARY OF BUSINESS OPERATIONS
Business Operations
Cyberlux Corporation (the "Company" or “Cyberlux”) was incorporated on May 17, 2000, under the laws
of the State of Nevada. The Company had been focused on the development, manufacturing and marketing
of long-term portable lighting products for government, commercial and industrial users . Starting in July
2022, the Company began expandi ng its defense industry product offerings. While the Company has
generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its
operations have been subject to all risks inherent in the establishment of a new business enterprise.
During the year ended December 31, 2023, the Company has refocused its operations through the following
transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered
into Agreements of Business Separation, effective as of June 30, 2023, terminating the business
relationship of between the parties, in exchange for certain payment and equity terms. The operations
of these businesses for the period ended June 30, 2023 , and December 31, 2022 , are presented as
discontinued operations in the consolidated statement of operations. The Company recognized a loss
on the disposition of these subsidiaries, as presented in the consolidated statement of operations. See
Note M.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux
K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in
the February 24, 2023, USAI announcement. The Company is required to comply with DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel
the contract per the contractual terms. The Company received approximately $39 mil lion in advance
payments from the D oD 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 has remaining advance payments for the purchase of such systems from the DoD
of $23,145,000. The completion of shipment of the remaining Systems is subject to D oD acceptance
of the product, including engineering and testing procedures, the timing of which is uncertain.
3. 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. See Note E.
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 , 2023, the Company incurred
accumulated losses of approximately $40 million. The Company’s current liabilities exceeded its current
assets by approximately $22 million as of December 31 , 2023. The Company has undergone significant
transformation in 2023 refocusing its business, disposing certain bus inesses, acquiring Datron Worldwide
Communications, and receiving a significant sales order from the DoD. While th ese factors among others
may indicate that the Company will be unable to continue as a going concern, management is confident that
business performance in 2023 will ensure the Company is an ongoing growth business for the foreseeable
future.
claimallegation
The facility description gives Catalyst a 21,450-square-foot Spring, Texas facility on a renewable three-year lease and Datron a 47,174-squa
The facility description gives Catalyst a 21,450-square-foot Spring, Texas facility on a renewable three-year lease and Datron a 47,174-square-foot Vista, California facility on a renewable five-year lease, each with two years remaining. The headquarters suite renews annually. Note K instead groups California/Texas under a five-year lease, describes about $2,000 monthly rent, then $294,000 annual rent, $859,212 undiscounted payments and $792,710 present value. It also gives both two and three remaining years and a $439,000 liability. These different amounts/scopes require the actual leases and schedules.
Read the anchor · page 15
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms
of their leases.
We maintain our principal headquarters office at 800 Park Offices Drive, Suite 3209,
Research Triangle Park, NC 27709. This is a leased office suite for our headquarters staff,
renewed annually.
Our Catalyst Machineworks subsidiary 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, with two years remaining.
Our Datron World Communications subsidiary has its office and manufacturing facility
located at 995 Joshua Way, Vista CA 92081. This is a 47,174 square foot facility with a
renewable five-year lease, with two years remaining.
6) 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
any officers, or directors of the company, or any person that performs a similar function, regardless
of the number of shares they own.
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 corpora tion 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 an investor 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.
Names of All
Officers, Directors
and Control
Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of 5% or more)
Residential
Address (City /
State Only)
Number of
shares owned
Share
type/class
Ownership
Percentage of
Class
Outstanding
Names of
Control
Person(s) if a
corporate entity
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.84%
Jon Kokkinos Fractional CFO Morristown, NJ 0
David D. Downing Co-CFO
Director
Edinboro, PA 42,500
5,300,000
Common
Series B
Less than
1%
6.07%
claimallegation
The control table identifies Schmidt CEO/chair, Kokkinos fractional CFO, Downing co-CFO/director, Ringo secretary/director, Goodman complian
The control table identifies Schmidt CEO/chair, Kokkinos fractional CFO, Downing co-CFO/director, Ringo secretary/director, Goodman compliance chief/director and Isely CTO. Goodman 70 million common is printed 1.253%, a percentage matching the prior denominator more closely than current outstanding. Named A holders and Recovery Fund USA LLC/Jamie Rand as 148,000 C are separately listed. Ranno is securities counsel, John Pennett/Eisner Advisory Group accounting consultant, Flying V IR, and Jennifer Clarke/Tjong & Hsia and Edward Gray/Thompson Coburn legal counsel. These are source-stated roles.
Read the anchor · page 15
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms
of their leases.
We maintain our principal headquarters office at 800 Park Offices Drive, Suite 3209,
Research Triangle Park, NC 27709. This is a leased office suite for our headquarters staff,
renewed annually.
Our Catalyst Machineworks subsidiary 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, with two years remaining.
Our Datron World Communications subsidiary has its office and manufacturing facility
located at 995 Joshua Way, Vista CA 92081. This is a 47,174 square foot facility with a
renewable five-year lease, with two years remaining.
6) 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
any officers, or directors of the company, or any person that performs a similar function, regardless
of the number of shares they own.
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 corpora tion 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 an investor 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.
Names of All
Officers, Directors
and Control
Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of 5% or more)
Residential
Address (City /
State Only)
Number of
shares owned
Share
type/class
Ownership
Percentage of
Class
Outstanding
Names of
Control
Person(s) if a
corporate entity
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.84%
Jon Kokkinos Fractional CFO Morristown, NJ 0
David D. Downing Co-CFO
Director
Edinboro, PA 42,500
5,300,000
Common
Series B
Less than
1%
6.07%
claimallegation
The issuer says AWH/Secure Community litigation settled in 2023 and it fully complied, describes the later California suit, removal and coun
The issuer says AWH/Secure Community litigation settled in 2023 and it fully complied, describes the later California suit, removal and counterclaims, and characterises a March 21, 2024 opposing-counsel filing as acknowledging erroneous filing and seeking dismissal. Note L says settlement amounts remain in payables and payments are being made. Ongoing instalments can coexist with compliance; no breach or completed payment is inferred. The characterisation of the court filing requires the actual filing and orders.
Read the anchor · page 17
such person’s involvement in any type of business, securities, commodities, or
banking activities;
None
3. Been the subject of a finding or judgment by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission, the Commodity
Futures Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment has
not been reversed, suspended, or vacated;
None
4. 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
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 on August 22, 2022, in the Circuit Court for the city of Richmond, VA -
- Atlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux Corporation and
Mark D. Schmidt. regarding a contractual dispute relating to licensed BrightEye lighting
product intellectual property and business development performance. That litigation settled in
2023, and the Company fully complied with the terms of the settlement agreement.
Nonetheless, Atlantic Wave and Strikepoints filed a lawsuit in California state court in
December, 2023. Cyberlux successfully removed that case to federal court and has filed
counter claims against Atlantic Wave and Strikepoints. In a filing on March 21, 2024, the
attorney for Atlantic Wave and Strikepoints acknowledged that the suit in California was
claimallegation
2023 reported cash is $3,198,280, receivables $1,324,699, inventory $16,818,126 and other current assets $238,564, current total $21,579,669
2023 reported cash is $3,198,280, receivables $1,324,699, inventory $16,818,126 and other current assets $238,564, current total $21,579,669. Other assets are equipment $1,034,033, right-of-use $428,555, intangibles $10,478,722 and unconsolidated investment $200,000. Assets print $33,720,980 but those categories sum $33,720,979. Current liabilities print $43,176,051, long-term $4,301,338 and equity deficit $13,756,410, summing $33,720,979, whereas the final liabilities/equity line prints $33,720,920. The $1 and $60 printed-total differences are source defects, not evidence of missing millions.
Read the anchor · page 21
Condensed Consolidated Financial Statements
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and 2022 (Unaudited)
December
31, 2023
December
31, 2022
(restated)
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 6,642
Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463
Inventory 16,818,126 331,408
Other current assets 238,564 73,167
Total current assets 21,579,669 1,115,680
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 37,002
` Net assets of discontinued operations -
7,924,300
Right of Use asset 428,555 -
Intangible assets, net of accumulated amortization 10,478,722
8,265
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $9,285,247
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,039,533
Accrued interest 2,065,143 1,974,478
Notes payable, related parties 2,570,762 3,384,267
Notes payable, non-related parties 7,709,395 7,098,993
Liability for common stock to be issued 258,960 176,449
Customer deposits 23,939,171 -
Accrued liabilities 4,406,195 728,577
Total current liabilities
43,176,051
15,402,297
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 -
Lease liabilities and other 759,671 79,342
Total long-term liabilities 4,301,338 79,342
Commitments
Stockholders' deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and 2022 - -
claimallegation
Common outstanding is 5,728,914,810 versus 5,587,666,363 in 2022, an increase of 141,248,447. The listed 2023 common issuance rows sum to th
Common outstanding is 5,728,914,810 versus 5,587,666,363 in 2022, an increase of 141,248,447. The listed 2023 common issuance rows sum to that increase. Authorised common is 7 billion, public float 5,199,069,964 and record holders 376. The front report also says no SEC suspension and no bankruptcy/receivership in the stated interval; these are dated issuer representations, not current registry checks.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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 restated 2022 balance sheet shows cash $6,642 and net assets of discontinued operations $7,924,300, while the cash-flow statement retain
The restated 2022 balance sheet shows cash $6,642 and net assets of discontinued operations $7,924,300, while the cash-flow statement retains $953,105 as 2022 closing and 2023 opening cash. A separate discontinued-business presentation may affect scope, but the report does not supply an explicit bridge for the $946,463 cash difference. Do not silently replace one figure with the other.
Read the anchor · page 21
Condensed Consolidated Financial Statements
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and 2022 (Unaudited)
December
31, 2023
December
31, 2022
(restated)
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 6,642
Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463
Inventory 16,818,126 331,408
Other current assets 238,564 73,167
Total current assets 21,579,669 1,115,680
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 37,002
` Net assets of discontinued operations -
7,924,300
Right of Use asset 428,555 -
Intangible assets, net of accumulated amortization 10,478,722
8,265
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $9,285,247
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,039,533
Accrued interest 2,065,143 1,974,478
Notes payable, related parties 2,570,762 3,384,267
Notes payable, non-related parties 7,709,395 7,098,993
Liability for common stock to be issued 258,960 176,449
Customer deposits 23,939,171 -
Accrued liabilities 4,406,195 728,577
Total current liabilities
43,176,051
15,402,297
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 -
Lease liabilities and other 759,671 79,342
Total long-term liabilities 4,301,338 79,342
Commitments
Stockholders' deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and 2022 - -
claimallegation
Current liabilities include payables $2,251,426, interest $2,065,143, related notes $2,570,762, other notes $7,709,395, share-issuance liabi
Current liabilities include payables $2,251,426, interest $2,065,143, related notes $2,570,762, other notes $7,709,395, share-issuance liability $258,960, customer deposits $23,939,171 and other accrued liabilities $4,406,195. Datron acquisition notes net of discount are $3,541,667 and lease/other long-term liabilities $759,671. The approximately $22 million working-capital deficit and $40 million accumulated losses are issuer disclosures; customer advances are liabilities, not unrestricted profit.
Read the anchor · page 21
Condensed Consolidated Financial Statements
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and 2022 (Unaudited)
December
31, 2023
December
31, 2022
(restated)
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 6,642
Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463
Inventory 16,818,126 331,408
Other current assets 238,564 73,167
Total current assets 21,579,669 1,115,680
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 37,002
` Net assets of discontinued operations -
7,924,300
Right of Use asset 428,555 -
Intangible assets, net of accumulated amortization 10,478,722
8,265
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $9,285,247
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,039,533
Accrued interest 2,065,143 1,974,478
Notes payable, related parties 2,570,762 3,384,267
Notes payable, non-related parties 7,709,395 7,098,993
Liability for common stock to be issued 258,960 176,449
Customer deposits 23,939,171 -
Accrued liabilities 4,406,195 728,577
Total current liabilities
43,176,051
15,402,297
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 -
Lease liabilities and other 759,671 79,342
Total long-term liabilities 4,301,338 79,342
Commitments
Stockholders' deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and 2022 - -
claimallegation
2023 continuing revenue $20,464,645 less cost $8,566,307 gives gross profit $11,898,338. Operating expenses $15,305,131 produce operating lo
2023 continuing revenue $20,464,645 less cost $8,566,307 gives gross profit $11,898,338. Operating expenses $15,305,131 produce operating loss $3,406,793. The statement reports interest/other income $623,593, interest expense $309,754 and divestment loss $8,713,952, subtotal negative $8,400,113; those three components sum negative $8,400,113 exactly. Continuing loss is printed $11,806,907, $1 more than operating loss plus that subtotal. Discontinued profit $2,296,869 gives total net loss $9,510,038.
Read the anchor · page 23
Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
Revenue $ 20,464,645 $ 5,007,344
Cost of goods sold (8,566,307) (2,546,493)
Gross profit
11,898,338
2,460,851
Operating Expenses:
Marketing and advertising 1,521,845 199,105
Depreciation and amortization 623,824 -
Research and development 157,203 5,041,295
General and administrative expenses 13,002,259 3,134,059
Total operating expenses 15,305,131 8,374,459
Loss from operations (3,406,793) (5,913,608)
Other income/(expense):
Interest income and other 623,593 1,679
Interest expense (309,754) (661,700)
Loss on divestment of subsidiaries (8,713,952) -
Subtotal (8,400,113) (660,021)
Net Loss from continuing operations (11,806,907) (6,573,629)
Net income from discontinued operations 2,296,869 4,763,870
Net loss available to common
stockholders $(9,510,038) $(1,809,759)
Weighted-average common
Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902
Loss per share – basic and diluted $(0.002) $(0.000)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
claimallegation
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontin
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.
Read the anchor · page 23
Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
Revenue $ 20,464,645 $ 5,007,344
Cost of goods sold (8,566,307) (2,546,493)
Gross profit
11,898,338
2,460,851
Operating Expenses:
Marketing and advertising 1,521,845 199,105
Depreciation and amortization 623,824 -
Research and development 157,203 5,041,295
General and administrative expenses 13,002,259 3,134,059
Total operating expenses 15,305,131 8,374,459
Loss from operations (3,406,793) (5,913,608)
Other income/(expense):
Interest income and other 623,593 1,679
Interest expense (309,754) (661,700)
Loss on divestment of subsidiaries (8,713,952) -
Subtotal (8,400,113) (660,021)
Net Loss from continuing operations (11,806,907) (6,573,629)
Net income from discontinued operations 2,296,869 4,763,870
Net loss available to common
stockholders $(9,510,038) $(1,809,759)
Weighted-average common
Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902
Loss per share – basic and diluted $(0.002) $(0.000)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
claimallegation
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,289,638 as printed. Adding stated opening cash $953,105 gives $3,242,743, not printed closing cash $3,198,280: an unexplained $44,463 difference. The main reported operating inflow is customer deposits $23,939,171, alongside inventory use $10,767,718 and a non-cash $8,713,952 divestment-loss reversal. Operating cash generation is not equivalent to realised profit or contract completion.
Read the anchor · page 24
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flow
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss available to common stockholders $ (9,510,038) $ (6,573,630)
Adjustments to reconcile net loss to cash flow from operations
Issuance of common stock in exchange for services or to debtholders 174,000 604,542
Noncash interest expense for accretion of debt discount 41,667 -
Loss on disposition of subsidiaries 8,713,952 -
Amortization and depreciation 623,824 -
Changes in assets and liabilities, net of impact from acquisition of
Datron
Accounts receivable 299,764 (2,309,808)
Inventories (10,767,718) (273,141)
Prepaid expenses 90,603 (279,669)
Right of use asset 363,655 -
Changes in working capital accounts of discontinued
operations and other, net (567,268) 4,738,870
Accounts payable (1,726,110) (531,925)
Accrued liabilities (2,546,871) 2,716,245
Customer deposits 23,939,171 -
Other liabilities (444,880) -
Accrued interest 90,665 17,159
Net cash provided by (used in) operating activities 8,774,417 (1,891,357)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Expenditures to acquire subsidiaries - (2,706,292)
Expenditures for patents (6,440) (8,265)
Expenditures for fixed assets (723,872) (35,002)
Investment in Datron, net of cash acquired (5,598,000) -
Net cash used in investing activities (6,328,312) (2,749,559)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common and preferred stock 137,505 824,500
Net proceeds (payments) from borrowings 553,000 899,040
Net proceeds (payments) from notes payable, related parties (846,972) 340,165
Net cash provided by (used in) financing activities (156,467) 2,063,705
Net increase/(decrease) in cash and cash equivalents 2,289,638 (2,577,211)
Cash and cash equivalents at beginning of year 953,105 3,530,317
Cash and cash equivalents at end of year $3,198,280 $953,105
SUPPLEMENTAL DISCLOSURES:
Interest and income taxes paid - -
NON-CASH ACTIVITIES:
Debt issued for acquisition of Datron $4,000,000 -
Accrual issued for dispositions of subsidiaries $500,000 -
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these
financial statements.
claimallegation
Investing reports Datron cash investment net of acquired cash $5,598,000, fixed assets $723,872 and patents $6,440. Financing reports stock
Investing 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.
Read the anchor · page 24
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flow
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss available to common stockholders $ (9,510,038) $ (6,573,630)
Adjustments to reconcile net loss to cash flow from operations
Issuance of common stock in exchange for services or to debtholders 174,000 604,542
Noncash interest expense for accretion of debt discount 41,667 -
Loss on disposition of subsidiaries 8,713,952 -
Amortization and depreciation 623,824 -
Changes in assets and liabilities, net of impact from acquisition of
Datron
Accounts receivable 299,764 (2,309,808)
Inventories (10,767,718) (273,141)
Prepaid expenses 90,603 (279,669)
Right of use asset 363,655 -
Changes in working capital accounts of discontinued
operations and other, net (567,268) 4,738,870
Accounts payable (1,726,110) (531,925)
Accrued liabilities (2,546,871) 2,716,245
Customer deposits 23,939,171 -
Other liabilities (444,880) -
Accrued interest 90,665 17,159
Net cash provided by (used in) operating activities 8,774,417 (1,891,357)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Expenditures to acquire subsidiaries - (2,706,292)
Expenditures for patents (6,440) (8,265)
Expenditures for fixed assets (723,872) (35,002)
Investment in Datron, net of cash acquired (5,598,000) -
Net cash used in investing activities (6,328,312) (2,749,559)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common and preferred stock 137,505 824,500
Net proceeds (payments) from borrowings 553,000 899,040
Net proceeds (payments) from notes payable, related parties (846,972) 340,165
Net cash provided by (used in) financing activities (156,467) 2,063,705
Net increase/(decrease) in cash and cash equivalents 2,289,638 (2,577,211)
Cash and cash equivalents at beginning of year 953,105 3,530,317
Cash and cash equivalents at end of year $3,198,280 $953,105
SUPPLEMENTAL DISCLOSURES:
Interest and income taxes paid - -
NON-CASH ACTIVITIES:
Debt issued for acquisition of Datron $4,000,000 -
Accrual issued for dispositions of subsidiaries $500,000 -
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these
financial statements.
claimallegation
The equity table is an embedded image missed by native extraction and has been visually read and transcribed separately. Its first table end
The equity table is an embedded image missed by native extraction and has been visually read and transcribed separately. Its first table ends 2022 common at 5,567,666,363, but the next table starts restated 2022 at 5,587,666,363, a 20 million difference. Its 2021 B opening is already 70.5 million, differing from the issuance-history 100 million. Preserve original table values; do not normalise the opening periods or counts.
Read the anchor · page 25
Cyberlux Corporation and Subsidiaries
Statement of Changes in Stockholders Equity (Deficit)
Years ended December 31, 2023 and 2022 (Unaudited)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
[Analyst-verified transcription of embedded equity table. Original native extraction retained. The image does not print column headings; values below follow printed left-to-right order, without silently repairing apparent source errors.]
2021 opening: $100,000 | 70,500,000 | $150 | 150,000 | $6,171,417 | 5,751,417,344 | -$420,000 | $16,974,089 | -$28,679,553 | -$5,853,897.
2022 rows: acquisitions 20,000 | 20,000,000 | 980,000 | $1,000,000; debtholders 312,500 | 292,500,000 | 280,659 | $593,159; services 57,882 | 57,882,353 | $57,882; treasury (700,000,000) | (729,500) | 57 | -$729,443; investors 104,167 | 104,166,666 | 399,800 | $503,967; promissory conversion 41,700 | 41,700,000 | $41,700; net loss (1,809,760).
2022 ending: $100,000 | 70,500,000 | $150 | 150,000 | $6,707,666 | 5,567,666,363 | $(1,149,500) | $18,634,605 | $(30,489,313) | -$6,196,392.
Next table restated 2022 opening: $100,000 | 70,500,000 | $150 | 150,000 | $6,707,666 | 5,587,666,363 | $(1,149,500) | $18,634,605 | $(30,489,313) | -$6,196,392.
2023 rows: B treasury return (27,200,000) | 27,200 | $27,200; services 14,000 | 14,000,000 | 71,248 | 71,248,447 | 34,000 | $119,248; acquisition 10,000 | 10,000,000 | 496,708 | $506,708; investors 30,000 | 30,000,000 | 5,000 | 5,000,000 | 102,500 | $137,500; settlements/other 546,663 | 10,000,000 | (54,399) | 122,100 | $614,364; termination 20,000 | 20,000,000 | $20,000; separation 25,000 | 25,000,000 | $25,000; debt discount 500,000; net loss (9,510,038).
2023 ending: $144,000 | 87,300,000 | $150 | 150,000 | $7,385,577 | 5,728,914,810 | $(1,176,699) | $19,889,913 | $(39,999,351) | $(13,756,409).
[End image transcription.]
claimallegation
The 2023 equity roll-forward shows B return negative 27.2 million, new B 14 million for services and 30 million purchased, reaching 87.3 mil
The 2023 equity roll-forward shows B return negative 27.2 million, new B 14 million for services and 30 million purchased, reaching 87.3 million. It records common 71,248,447 for services, 10 million acquisition, 5 million purchased, 10 million settlements/other, 20 million termination and 25 million separation, reaching 5,728,914,810. However the settlement/other row assigns $546,663 common amount to 10 million shares, final common amount is $7,385,577 and treasury amount negative $1,176,699. These count/carrying-value differences require original equity entries, not an assumed par-only correction. Several ending amounts differ by $1 from the balance sheet.
Read the anchor · page 22
Class B Preferred shares, 100,000,000 and 100,000,000 shares issued
87,300,000 and 70,500,000 outstanding as of
December 31, 2023 and December 31, 2022 respectively 144,000 100,000
Class C Preferred shares, 150,000 shares issued and 150 150
outstanding as of December 31, 2023 and 2022
Common stock, $0.001 par value, 7,000,000,000 shares 7,385,577 6,707,666
authorized, 5,728,914,810 and 5,587,666,363 shares issued
and outstanding as of December 31, 2023 and December 31, 2022 respectively.
Treasury stock (1,176,700) (1,149,500)
Additional paid-in capital 19,889,914 18,634,605
Accumulated deficit (39,999,351)
(30,489,313)
Deficiency in stockholders' equity (13,756,410) (6,196,392)
Total liabilities and stockholders' deficit $ 33,720,920 $ 9,285,247
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
claimallegation
The issuer recognises sustained losses, current liabilities exceeding current assets and financing dependence. It says failed fundraising co
The issuer recognises sustained losses, current liabilities exceeding current assets and financing dependence. It says failed fundraising could force R&D delay, licensing, alliances, sale, cessation or bankruptcy, while management expresses confidence in growth. Those are conditional risks and forecasts, not evidence any listed outcome occurred.
Read the anchor · page 26
NOTE A-SUMMARY OF BUSINESS OPERATIONS
Business Operations
Cyberlux Corporation (the "Company" or “Cyberlux”) was incorporated on May 17, 2000, under the laws
of the State of Nevada. The Company had been focused on the development, manufacturing and marketing
of long-term portable lighting products for government, commercial and industrial users . Starting in July
2022, the Company began expandi ng its defense industry product offerings. While the Company has
generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its
operations have been subject to all risks inherent in the establishment of a new business enterprise.
During the year ended December 31, 2023, the Company has refocused its operations through the following
transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered
into Agreements of Business Separation, effective as of June 30, 2023, terminating the business
relationship of between the parties, in exchange for certain payment and equity terms. The operations
of these businesses for the period ended June 30, 2023 , and December 31, 2022 , are presented as
discontinued operations in the consolidated statement of operations. The Company recognized a loss
on the disposition of these subsidiaries, as presented in the consolidated statement of operations. See
Note M.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux
K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in
the February 24, 2023, USAI announcement. The Company is required to comply with DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel
the contract per the contractual terms. The Company received approximately $39 mil lion in advance
payments from the D oD 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 has remaining advance payments for the purchase of such systems from the DoD
of $23,145,000. The completion of shipment of the remaining Systems is subject to D oD acceptance
of the product, including engineering and testing procedures, the timing of which is uncertain.
3. 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. See Note E.
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 , 2023, the Company incurred
accumulated losses of approximately $40 million. The Company’s current liabilities exceeded its current
assets by approximately $22 million as of December 31 , 2023. The Company has undergone significant
transformation in 2023 refocusing its business, disposing certain bus inesses, acquiring Datron Worldwide
Communications, and receiving a significant sales order from the DoD. While th ese factors among others
may indicate that the Company will be unable to continue as a going concern, management is confident that
business performance in 2023 will ensure the Company is an ongoing growth business for the foreseeable
future.
claimallegation
The notes now describe ASC 606 performance-obligation revenue recognition and deferred revenue, average-cost inventory with obsolete-stock a
The notes now describe ASC 606 performance-obligation revenue recognition and deferred revenue, average-cost inventory with obsolete-stock allowance, receivable allowance policy, fair-value/estimate assumptions, share-based compensation and a single industrial-products accounting segment. Cash equivalents are defined as instruments bought with six months or less maturity. These are attributed historical policies, not certified compliance with accounting standards or current law; three operating units do not by themselves disprove single-segment reporting.
Read the anchor · page 27
The Company is actively pursuing additional business growth through acquisitions, organic growth and
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 operations. However, no assurance can be given that management’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”).
Accordingly, the condensed consolidated financial stat ements reflect all normal recurring adjustments,
which are, in the opinion of management, necessary for a fair presentation of the results of operations and
may not include all disclosures required by accounting principles generally accepted in the United States
(“GAAP”). The information as of December 31, 2023, and 2022 is unaudited. The Company has presented
the results of the Foreign Subsidiaries as a discontinued operation for all periods presented.
Principles of consolidation
The accompanying consolidated financial statements and related notes to the consolidated financial
statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Revenue recognition
The Company recognizes revenue under Financial Accounting Standards Board's Accounting Standards
Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company
determines revenue recognition through the following steps:
● Step 1: Identify the contract with the customer;
● Step 2: Identify the performance obligations in the contract;
claimallegation
Series B outstanding is 87.3 million, authorised 100 million and holders four. Starting from 70.5 million in 2022, January 19 Downing return
Series B outstanding is 87.3 million, authorised 100 million and holders four. Starting from 70.5 million in 2022, January 19 Downing return of 7.2 million, January 20 Montague issuance of 30 million, May 18 Richard P. Brown return of 20 million, and June 21 Schmidt 9 million plus Isely 5 million yield 87.3 million. The Brown row calls this a lost-certificate return made in 2010 but never received by the transfer agent, whereas the history summary calls it a 2023 repurchase; preserve the different descriptions.
Read the anchor · page 4
Exact title and class of securities
outstanding:
Preferred Series A
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 200 as of: December 31, 2023
Total shares outstanding: 26.9806* as of: December 31, 2023
Total number of shareholders of record: 8 as of: December 31, 2023
* Please see Note H to the Financial Statements below, in respect of the automatic
conversion of all shares of Series A Preferred of the Company. The Company will be issuing
6,745 shares of common stock to these shareholders.
Exact title and class of securities
outstanding:
Preferred Series B
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of: December 31, 2023
Total shares outstanding: 87,300,000 as of: December 31, 2023
Total number of shareholders of record: 4 as of: December 31, 2023
Exact title and class of securities outstanding: Preferred Series C
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 150,000 as of: December 31, 2023
Total shares outstanding: 150,000 as of: December 31, 2023
Total number of shareholders of record: 2 as of: December 31, 2023
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of
the securities issued by the company. Please provide the below information for each class of the
company’s equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
No special rights attach to the Common Stock.
2. For Preferred Stock, describe the dividend, voting, conversion, and liquidation rights as well
as redemption or sinking fund provisions.
Series A Preferred Stock:
Dividends. None declared by the Board of Directors. If the Board declared a
dividend, it would be paid in Common Stock on a semi-annual basis.
Voting Rights. The Certificate of Designations for the Series A provides that holders
of the Series A Preferred would have the right to vote on any of the following matters:
claimallegation
Inventory is parts $3,935,012, work-in-progress $14,472,404 and finished goods $322,873, less obsolescence allowance $1,912,163, totalling $
Inventory is parts $3,935,012, work-in-progress $14,472,404 and finished goods $322,873, less obsolescence allowance $1,912,163, totalling $16,818,126. The issuer primarily associates work-in-progress with DoD products. Inventory carrying value and construction stage do not independently prove customer acceptance, saleability or expenditure authorisation.
Read the anchor · page 29
products available for sale to distributors and customers as well as raw material s. The work in progress
inventory primarily relates to the products being built for the DoD as noted in Note A2 above.
Components of inventories as of December 31, 2023, and 2022 are as follows:
2023 2022
Component parts $ 3,935,012 $ 62,093
Work in progress 14,472,404 -
Finished goods 322,873 269,315
Less: allowance for obsolete inventory (1,912,163) -
$ 16,818,126 $ 331,408
Property and Equipment
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value
and accumulated depreciation are removed from the respective accounts and the net difference less any
amount realized from disposition is reflected in earnings. For financial statement purposes, property and
equipment are recorded at cost and depreciated using the straight -line method over their estimated useful
lives as follows:
Furniture and fixtures 7 years
Office equipment 3 to 5 years
Leasehold improvements Lessor of 5 years of life of lease
Tooling 3 years
Manufacturing equipment 3 years
Advertising costs
The Company expenses all costs of marketing and advertising as incurred. Marketing and advertising costs
totaled approximately $76,000 and $98,000 for the years ended December 31, 2023, and 2022, respectively.
Research and Development
The Company accounts for research and development costs in accordance with the ASC 730 "Research and
Development". Under ASC 730, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third- party research and
developments costs are expensed when the contracted work has been performed or as milestone results have
been achieved. Company- sponsored research and development costs related to both present and future
products are expensed in the period incurred. The Company expenditures were approximately $157,000
and $5,041,000 on research and product development for the years ended December 31, 2023, and 2022,
respectively.
Reclassification
Certain reclassifications have been made in prior year’s financial statements to conform to classifications
used in the current year.
Fair Values
ASC 820 “Fair Value Measurements and Disclosures” (“ASC Topic 820”) defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement disclosure. The Company
considers its cash and cash equivalents, accounts receivable, and accounts payable to meet the definition of
claimallegation
The expense notes say roughly $76,000/$98,000 marketing for 2023/2022 versus statement $1,521,845/$199,105. They describe roughly $67,000 de
The 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.
Read the anchor · page 23
Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Years ended December 31, 2023 and 2022 (Unaudited)
2023 2022 (restated)
Revenue $ 20,464,645 $ 5,007,344
Cost of goods sold (8,566,307) (2,546,493)
Gross profit
11,898,338
2,460,851
Operating Expenses:
Marketing and advertising 1,521,845 199,105
Depreciation and amortization 623,824 -
Research and development 157,203 5,041,295
General and administrative expenses 13,002,259 3,134,059
Total operating expenses 15,305,131 8,374,459
Loss from operations (3,406,793) (5,913,608)
Other income/(expense):
Interest income and other 623,593 1,679
Interest expense (309,754) (661,700)
Loss on divestment of subsidiaries (8,713,952) -
Subtotal (8,400,113) (660,021)
Net Loss from continuing operations (11,806,907) (6,573,629)
Net income from discontinued operations 2,296,869 4,763,870
Net loss available to common
stockholders $(9,510,038) $(1,809,759)
Weighted-average common
Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902
Loss per share – basic and diluted $(0.002) $(0.000)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
claimallegation
The issuer dates Datron acquisition September 16, 2023 and describes $3 million closing cash, two $2 million notes and cancellation of a pri
The 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 $0.1 million net operating assets; the purchase allocation/valuation is expressly unfinished, expected by 2024 reporting. These are issuer representations, not the executed acquisition record.
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
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 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
09/13/2023 2,029,589 2,000,000 29,589 09/13/2026 85% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
claimallegation
Intangibles total $11,132,783 less accumulated amortisation labelled depreciation $654,061, net $10,478,722; fully amortised legacy assets w
Intangibles total $11,132,783 less accumulated amortisation labelled depreciation $654,061, net $10,478,722; fully amortised legacy assets were written off. The Datron notes carry an initial $500,000 discount, $41,667 accretion and $458,333 remaining discount. Accrued expenses include $1,677,835 payroll/taxes/other, $100,000 taxes/other and $2,628,360 commissions. No recipient or commission legality is inferred from the aggregate.
Read the anchor · page 32
For the year ended December 31, 2023, the number of shares excluded from diluted net loss per share
included approximately 24 billion shares of common shares which would be issued upon the conversion of
notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred
stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion
of notes payable and preferred stock are not included in the denominator since their inclusion would be
anti-dilutive.
For the year ended December 31, 2022, the number of shares excluded from diluted net loss per share
included approximately 270 million shares of common shares which would be issued upon the conversion
of notes payable and approximately 14 billion shares which would be issued upon the conversion of
preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon
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, 2023, and 2022 are as follows:
2023 2022
Furniture and fixtures $ 932,599 $ 24,819
Engineering and test equipment 3,852,176 -
Tooling 1,105,511 -
Office and computer equipment 1,796,673 24,265
Trade show booth 56,560 21,558
Leasehold improvements 613,546 58,992
Vehicles 218,000 129,634
Less: accumulated depreciation (7,541,031) (92,631)
$ 1,034,033 $ 37,002
During the years ended December 31, 2023, and 2022, depreciation expense charged to operations was
approximately $67,000 and $20,000, respectively.
NOTE E – INTANGIBLE ASSETS
Intangible assets at December 31, 2023, and 2022 are as follows:
2023 2022
Patents $ 469,783 $ 3,689,489
Technology 10,663,000 293,750
Total 11,132,783 3,983,239
Less: accumulated depreciation (654,061) (3,974,974)
$ 10,478,722 $ 8,265
During the years ended December 31, 2023, and 2022, amortization expense charged to operations was
approximately $683,000 and $20 ,000, respectively . During 2023, certain fully amortized patents and
technology intangible assets were written off. Annual amortization expense of intangibles will approximate
$2,600,000 for the next 4 years, and then $1,800,000 thereafter.
claimallegation
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Lis
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Listed total $2,570,761 is $1 below the balance sheet. Restated 2022 principals are $1,442,656, $919,789, $405,361 and $616,461. These allocations differ from the earlier 2022 report although the total remains $3,384,267; journals and original loans are required to explain the differences.
Read the anchor · page 34
Balance
outstanding
at December
31, 2023
Balance
outstanding at
December 31,
2022
Interest
rate
Due date
Conversion terms
Datron acquisition
-note 1
$2,000,000 $0 3% September
2026
90% VWAP
Datron acquisition
-note 2
2,000,000 0 5% September
2026
85% VWAP
Less: unamortized
debt discount
(458,333) 0
Total long- term
debt
$3,541,667 $0
Note payable RB
Capital
$5,250,000 $5,250,000 5% July 2024 $0.25 per share
Others 2,459,395 1,848,993 5% Various $1,245,000 is convertible
at various rate
Total short-term
debt
$7,709,395 $7,098,993
The Company has recognized a debt discount of approximately $500,000 representing the discount
provided on the Datron acquisition notes. Such discount will be accreted to interest expense over the term
of the note and amounted to approximately $41,000 of interest expense during the year ended December
31, 2023. The remaining debt discount of approximately $459,000 will be accreted into interest expense
over the next 2.7 years.
Related party loans
From time to time, the Company's principal officers have advanced funds to the Company for working
capital purposes in the form of unsecured promissory notes, accruing interest at 10% per annum ,
summarized as follows. There is no scheduled repayment terms for most of these notes.
Loans from Affiliates
Officer
Principal
Due
December
31, 2023
Interest
Rate
Principal Due
December 31,
2022
David Downing $1,133,606 10% $1,442,656
Mark Schmidt 679,599 10% 919,789
John Ringo 405,361 10% 405,361
All others 352,195 10% 616,461
Total at December 31, $2,570,761 $3,384,267
claimallegation
The issuer reports shareholder consulting fees about $1.6 million in 2023 and $0.6 million in 2022. Federal NOL carryforwards are about $62
The issuer reports shareholder consulting fees about $1.6 million in 2023 and $0.6 million in 2022. Federal NOL carryforwards are about $62 million, with expiry and ownership-change limitations, a possible prior ownership change not formally analysed, and full reserve producing zero net deferred tax assets. The tax note’s statutory discussion and claims of no audits/penalties are historical issuer representations, not verified current tax advice or a finding of no tax debt.
Read the anchor · page 36
stock or on any other junior stock unless full cumulative dividends on all outstanding shares of the Series
B Preferred shall have been declared and paid. These dividends are not recorded until declared by the
Company. As of December 31 , 2023, the liquidation preference of the Series B preferred stock is
approximately $295 million, 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
Preferred 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 Preferred 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 Preferred 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.
The shares of the Series C Preferred are non-voting and convertible, at the option of the holder, into common
shares after one year from issuance. The number of common shares to be issued per Series C share is
calculated by dividing $25.20 by the 10 DMA (daily moving average), adjusted for the 200:1 reverse split
effected in 2010. That formula computes as: ($25.20/10DMA)/200. Neither of the Series C Preferred
shareholders have exercised their conversion right and there are 150,000 shares of Series C Preferred shares
issued and outstanding on December 31, 2023, and 2022.
The holders of record of the Series C Preferred shall be entitled to receive cumulative dividends at the rate
of five percent per annum (5%), compounded quarterly, on the face value ($25.00 per share) when, if and
as declared by the Board of Directors, if ever. All dividends, when paid, shall be payable in cash, or at the
option of the Company, in shares of the Company’s common stock. Dividends on shares of the Series C
Preferred that have not been redeemed shall be payable quarterly in arrears, when, if and as declared by the
Board of Directors, if ever, at the time of conversion. These dividends are not recorded until declared by
the Company. As of December 31, 2023, no dividends have been declared. As of December 31 , 2023, the
liquidation preference of the Series C preferred stock is approximately $3 million, including dividends in
arrears.
NOTE I - RELATED PARTY TRANSACTIONS
The Company has borrowed money from related parties from time to time – See Note G.
The Company has paid consulting fees to shareholders in the amount of approximately $1.6 million and
$0.6 million for the years ended December 31, 2023, and 2022, respectively.
NOTE J – INCOME TAXES
The Company has no significant current income taxes due because of the losses generated in each period.
The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax
provision is as follows:
claimallegation
Kreatx, FBD and Havas are separated under agreements effective April 1, 2023 for Kreatx and June 30 for FBD/Havas in Note M; the overview us
Kreatx, FBD and Havas are separated under agreements effective April 1, 2023 for Kreatx and June 30 for FBD/Havas in Note M; the overview uses June 30 collectively. The issuer reports 2023 discontinued revenue about $10.917 million, expenses $8.620 million and profit $2.297 million, and 2022 revenue $22.664 million, expenses $17.900 million and profit $4.764 million. Disposal loss is about $8.714 million including share/cash separation consideration; $500,000 remains due under the FBD agreement. These are disposal representations, not proof that underlying acquisition or performance claims were true.
Read the anchor · page 2
1) 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.
The state of incorporation or registration of the issuer and of each of its predecessors (if any)
during the past five years; Please also include the issuer’s current standing in its state of
incorporation (e.g., active, default, inactive):
The issuer was incorporated in the State of Nevada and its current standing is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its
predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or
reorganization either currently anticipated or that occurred within the past 12 months:
Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS ( previously reported as wholly-
owned subsidiaries and collectively the “Foreign Subsidiaries”) entered into Agreements of
Business Separation, effective on or before June 30, 2023, terminating the business
relationships between the parties, in exchange for certain payment s and common stock
issued.
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.
Effective May 18, 2023, the Company effected a repurchase of 20,000,000 of its Series B
Preferred Shares. See Item 3 – Issuance History, below.
The address(es) of the issuer’s principal executive office:
800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
The address(es) 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?
claimallegation
Subsequent 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
Subsequent 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.
Read the anchor · page 40
terminate these relationships. There is $500,000 due under the FBD separation agreement at December 31,
2023, which is included in accrued expenses on the consolidated balance sheet.
NOTE N – RESTATEMENT
The Company corrected errors in the calculation of stock-based expenses and certain accruals. The impact
of such restatements was to increase the net loss for the year ended December 31, 2022, by approximately
$2.2 million.
NOTE O - SUBSEQUENT EVENTS
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 follows:
In February 2024, a portion of the note payable due to RB Capital in the amount of $1,654,685, including
accrued interest, was converted into 6,618,740 shares of common stock.
In March 2024, an officer of the Company provided a loan of $100,000 to the Company.
claimallegation
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These i
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.
Read the anchor · page 7
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.
new
issuance,
cancellatio
n, shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/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
(entities must
have
individual with
voting /
investment
control
disclosed).
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.
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 Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.05 Yes Catalyst
Machineworks
/ Neill
Whiteley
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)
claimallegation
The January 20, 2023 issuance names Montague Capital Partners LLC/Denis Kalenja for 30 million B at $0.001 under a stock purchase agreement.
The January 20, 2023 issuance names Montague Capital Partners LLC/Denis Kalenja for 30 million B at $0.001 under a stock purchase agreement. The ownership table gives Montague 30 million/34.36%, Schmidt 47 million/53.84%, Downing 5.3 million/6.07% and Larry J. Isely 5 million/5.73%; these sum to 87.3 million. The June issuance labels the Isely recipient Larson J. Isely. Reported management incentive and voting-control/hostile-takeover protection purposes are issuer descriptions, not inferred motive. The separate 2022 report’s Schmidt 44 million plus this year’s 9 million does not explain the reported 47 million without another adjustment.
Read the anchor · page 7
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.
new
issuance,
cancellatio
n, shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/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
(entities must
have
individual with
voting /
investment
control
disclosed).
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.
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 Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.05 Yes Catalyst
Machineworks
/ Neill
Whiteley
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)
claimallegation
Series A front table still lists 26.9806 outstanding and eight holders, with a footnote directing the reader to mandatory conversion into 6,
Series 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.
Read the anchor · page 4
Exact title and class of securities
outstanding:
Preferred Series A
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 200 as of: December 31, 2023
Total shares outstanding: 26.9806* as of: December 31, 2023
Total number of shareholders of record: 8 as of: December 31, 2023
* Please see Note H to the Financial Statements below, in respect of the automatic
conversion of all shares of Series A Preferred of the Company. The Company will be issuing
6,745 shares of common stock to these shareholders.
Exact title and class of securities
outstanding:
Preferred Series B
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of: December 31, 2023
Total shares outstanding: 87,300,000 as of: December 31, 2023
Total number of shareholders of record: 4 as of: December 31, 2023
Exact title and class of securities outstanding: Preferred Series C
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 150,000 as of: December 31, 2023
Total shares outstanding: 150,000 as of: December 31, 2023
Total number of shareholders of record: 2 as of: December 31, 2023
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of
the securities issued by the company. Please provide the below information for each class of the
company’s equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
No special rights attach to the Common Stock.
2. For Preferred Stock, describe the dividend, voting, conversion, and liquidation rights as well
as redemption or sinking fund provisions.
Series A Preferred Stock:
Dividends. None declared by the Board of Directors. If the Board declared a
dividend, it would be paid in Common Stock on a semi-annual basis.
Voting Rights. The Certificate of Designations for the Series A provides that holders
of the Series A Preferred would have the right to vote on any of the following matters:
claimallegation
Series B descriptions use 200 votes and 200 common shares per preferred share, attributed to a 2010 board amendment. B cumulative dividends
Series B descriptions use 200 votes and 200 common shares per preferred share, attributed to a 2010 board amendment. B cumulative dividends are conditional on declaration, and the issuer reports a roughly $295 million liquidation preference including arrears. Series C is 150,000, two holders, non-voting, with conversion ($25.20/10DMA)/200, conditional 5% cumulative dividends and roughly $3 million liquidation preference. These historical terms and amounts require original instruments; they are not adjudicated present liabilities or ordinary operating debt.
Read the anchor · page 5
(i) the creation, authorization, or issuance of any class or series of shares ranking on
a parity with or senior to the Series A Preferred with respect to dividends or upon the
liquidation, dissolution, or winding up of the Corporation, and (ii) any agreement or
other corporate action which would adversely affect the powers, rights, or
preferences of the holders of the Series A Preferred.
Conversion. The Certificate of Designations for the Series A provides conversion
price of $.10 per shares is subject to certain anti-dilution provisions. Each share of
Series A Preferred is convertible for 250 shares of the Company’s common
stock. The Company may, and has determined to, effect the conversion.
Liquidation. The Certificate of Designations for the Series A provides that upon
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 Common Stock,
holders of each share of the Series A Preferred shall be entitled to be paid an
amount equal in the greater of (a) the face value denominated thereon subject to
adjustment for 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 A Preferred immediately
prior to such liquidation, dissolution or winding up, or (c) the liquidation
preference of $5,000.00 per share, and the holders of the Series A Preferred shall
not be entitled to any further payment.
Series B Convertible Preferred Stock.
Dividends. None declared by the Board of Directors. If the Board declared a
dividend, it would be paid in Common Stock on a semi-annual basis.
Voting rights. The Certificate of Designations for the Series B originally provided
for voting rights of 10 votes per Series B Preferred share. In 2010, the Board of
Directors of the Company voted to amend the Certificate of Designations to provide
for 200 votes per share of Series B Preferred.
Conversion. The Certificate of Designations for the Series B originally provided
that Series B Convertible Preferred stock was convertible into 10 shares of
common stock, subject to certain anti-dilution adjustments. In 2010, the Board of
Directors of the Company voted to amend the Certificate of Designations to
provide for conversion of each share of Series B Preferred into 200 shares of the
Company’s common stock.
Liquidation. The Certificate of Designations for the Series B provides that 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
Common Stock, holders of each share of the Series B Preferred shall be entitled to
be paid an amount equal in the greater of (a) the face value denominated thereon
subject to adjustm ent for stock splits, stock dividends, reorganizations,
reclassification or other similar events plus, in the case of each share, an amount
claimallegation
The issuer expressly says it is not observing the requirement to reserve enough common shares for preferred conversions. It reports obligati
The 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.
Read the anchor · page 16
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.
7) 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:
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
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief Compliance
Officer
Director
Waccabuc, NY 70,000,000
Common
1.253%
Larry J. Isely Chief Technology
Officer
Denton, TX 5,000,000 Series B 5.73%
Lon E. Bell None Altadena, CA 10.0000 Series A 37%
Christina Crossman None Maitland, FL 4.0000 Series A 15%
Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19%
John G. Hule None West Berlin, NJ 2.5806 Series A 10%
Charles O’Brien None Altamonte Springs,
FL
1.4000 Series A 5%
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11%
Montague Capital
Partners LLC
Strategic Consultant Miami, FL 30,000,000 Series B 34.36% Denis Kalenja
Recovery Fund
USA, LLC
Lutz, FL
148,000
Series C
98.667%
Jamie Rand
N/A N/A N/A N/A Options N/A
N/A N/A N/A N/A Warrants N/A
claimallegation
2023 common recipients include Kasey Cooper 10 million October 13, Catalyst/Phillip Tucker and Catalyst/Neill Whiteley 5 million each July 1
2023 common recipients include Kasey Cooper 10 million October 13, Catalyst/Phillip Tucker and Catalyst/Neill Whiteley 5 million each July 10, Matt Jones 10 million July 7, and Kreatx/Enor Nakuçi/Lejdi Koçi 25 million May 22 for business separation. May 18 Igor Stanisavljev and Chris Damvakaris receive 10 million each under termination agreements; May 11 Back Forty Strategies LLC/LTG Paul Ostrowski receives 15 million advisory shares. The source labels do not prove performance or consideration.
Read the anchor · page 7
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
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,
cancellatio
n, 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
(entities must
have
individual with
voting /
investment
control
disclosed).
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.
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 Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.05 Yes Catalyst
Machineworks
/ Neill
Whiteley
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)
entityobservation
Cyberlux Corporation
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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 41
10) Issuer Certification
Principal Executive Officer:
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.
3/31/2024
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David 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 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.
3/31/2024
/s/ David Downing
entityobservation
David Downing
Read the anchor · page 41
10) Issuer Certification
Principal Executive Officer:
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.
3/31/2024
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David 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 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.
3/31/2024
/s/ David Downing
entityobservation
John W. Ringo
Read the anchor · page 16
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.
7) 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:
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
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief Compliance
Officer
Director
Waccabuc, NY 70,000,000
Common
1.253%
Larry J. Isely Chief Technology
Officer
Denton, TX 5,000,000 Series B 5.73%
Lon E. Bell None Altadena, CA 10.0000 Series A 37%
Christina Crossman None Maitland, FL 4.0000 Series A 15%
Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19%
John G. Hule None West Berlin, NJ 2.5806 Series A 10%
Charles O’Brien None Altamonte Springs,
FL
1.4000 Series A 5%
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11%
Montague Capital
Partners LLC
Strategic Consultant Miami, FL 30,000,000 Series B 34.36% Denis Kalenja
Recovery Fund
USA, LLC
Lutz, FL
148,000
Series C
98.667%
Jamie Rand
N/A N/A N/A N/A Options N/A
N/A N/A N/A N/A Warrants N/A
entityobservation
Aaron Goodman
Read the anchor · page 16
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.
7) 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:
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
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief Compliance
Officer
Director
Waccabuc, NY 70,000,000
Common
1.253%
Larry J. Isely Chief Technology
Officer
Denton, TX 5,000,000 Series B 5.73%
Lon E. Bell None Altadena, CA 10.0000 Series A 37%
Christina Crossman None Maitland, FL 4.0000 Series A 15%
Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19%
John G. Hule None West Berlin, NJ 2.5806 Series A 10%
Charles O’Brien None Altamonte Springs,
FL
1.4000 Series A 5%
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11%
Montague Capital
Partners LLC
Strategic Consultant Miami, FL 30,000,000 Series B 34.36% Denis Kalenja
Recovery Fund
USA, LLC
Lutz, FL
148,000
Series C
98.667%
Jamie Rand
N/A N/A N/A N/A Options N/A
N/A N/A N/A N/A Warrants N/A
entityobservation
Denis Kalenja
Read the anchor · page 8
05/18/2023 New 10,000,000 Common 0.001 Yes Igor
Stanisavljev
Termination
Agreement
Terms
Restricted 4(a)(2)
05/18/2023 New 10,000,000 Common 0.001 Yes Chris
Damvakaris
Termination
Agreement
Terms
Restricted 4(a)(2)
05/11/2023 New 15,000,000 Common 0.001 Yes Back Forty
Strategies,
LLC/ LTG
Paul
Ostrowski
Advisory Board
Agreement
Terms
Restricted 4(a)(2)
04/19/2023 New 10,000,000 Common 0.001 Yes Julio Cordoba Settlement
Agreement
Restricted 4(a)(2)
04/05/2023 New 248,447 Common 0.001 Yes Angela
Gooding
Stock Purchase
Agreement
Restricted 4(a)(2)
03/23/2023 New 12,000,000 Common 0.001 Yes Jeremy Shrock Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 12,000,000 Common 0.001 Yes Spencer
Peterson
Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 2,000,000 Common 0.001 Yes Lukas Zuvac Teaming
Agreement
Terms
Restricted 4(a)(2)
03/23/2023 New 5,000,000 Common 0.001 Yes Troy Williams Teaming
Agreement
Terms
Restricted 4(a)(2)
03/16/2023 New 5,000,000 Common 0.001 Yes Rezart Spahia Acquisition
Representation
Agreement
Terms
Restricted 4(a)(2)
01/20/2023 New 5,000,000 Common 0.001 Yes Bernard Bell Stock Purchase
Agreement
Restricted 4(a)(2)
01/20/2023 New 30,000,000 Series B 0.001 Yes Montague
Capital
Partners LLC/
Denis Kalenja
Stock Purchase
Agreement
Restricted 4(a)(2)
01/19/2023 Return to
Treasury
-7,200,000 Series B 0.001 Yes Returned
Executive
Mgmt Stock /
David
Downing
Outstanding
Series B Share
Reduction
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Cameron Holt Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 20,000,000 Common 0.001 Yes Michael N.
Porter
Employment
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Martin Moore Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Robert Bret
Velicovich
Advisory Board
Agreement
Terms
Restricted 4(a)(2)
12/22/2022 New 20,000,000 Common 0.0025 Yes Aaron
Goodman
Stock Purchase
Agreement
Restricted 4(a)(2)
entityobservation
Bilal Maadarani
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
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 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
09/13/2023 2,029,589 2,000,000 29,589 09/13/2026 85% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
entityobservation
Datron World Communications, Inc.
Read the anchor · page 14
List any subsidiaries, parent company, or affiliated companies.
Cyberlux operates though Cyberlux Corporation, and its three subsidiaries:
Datron World Communications, Inc.
Catalyst Machineworks, LLC, and
CMTC Drone Solutions, LLC
B. 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 and allied foreign nations, including USSOCOM, USNAVY, USCENTCOM,
USEUCOM, USAFRICOM, and USINDOPACOM. These transactions are often facilitated
by our relationships with various prime vendors such as Huntington Ingalls Industries (HII)
and ADS, Inc, or through U.S. foreign military sales (FMS). The 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.
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 t echnology; 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.
Special Activities (SA): Cyberlux Special Activities offers training and security services to
its customers with world-class subject matter expertise in all aspects of military training and
advisement, UAS training and operations, munitions, heavy and light weapons, research and
development, Soldier Systems, communications, battlefield technology integration, cyber,
maritime operations, air operations, and unmanned aircraft systems operations and tactics
training.
5) Issuer’s Facilities
The goal of this section is to provide a potential investor 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;
give the location of the principal plants and other property of the issuer and describe the condition
of the properties. If the issuer does not have c omplete ownership or control of the property (for
example, if others also own the property or if there is a mortgage on the property), describe the
limitations on the ownership.
eventattribution
2023 annual reporting period ends.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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 bear March 31, 2024.
Read the anchor · page 41
10) Issuer Certification
Principal Executive Officer:
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.
3/31/2024
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David 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 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.
3/31/2024
/s/ David Downing
hypothesishypothesis
An incomplete reconciliation between discontinued-business and consolidated cash presentations may explain part of the cash differences. Alt
An incomplete reconciliation between discontinued-business and consolidated cash presentations may explain part of the cash differences. Alternatives include omitted adjustments or transcription/accounting errors. Obtain bank accounts, disposal cash schedules and cash-flow workpapers; no explanation or intent is selected.
inferenceinference
The disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-valu
The disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
inferenceinference
Note N explicitly establishes that the issuer corrected 2022 stock-expense/accrual errors; this is stronger than an analyst merely suspectin
Note N explicitly establishes that the issuer corrected 2022 stock-expense/accrual errors; this is stronger than an analyst merely suspecting a revision. The exact entries and accuracy of the restated report still need proof.
inferenceinference
Positive operating cash is substantially associated with customer deposits while performance acceptance remains uncertain. It cannot be trea
Positive operating cash is substantially associated with customer deposits while performance acceptance remains uncertain. It cannot be treated as earned unrestricted profit or completed delivery.
otherattribution
Complete supplied 41-page source reviewed at SHA-256 5d23751ae0f4208ed5a69000e6865c3e18decfbf2c0ed57b0452139617b910c4. Source assertions, or
Complete supplied 41-page source reviewed at SHA-256 5d23751ae0f4208ed5a69000e6865c3e18decfbf2c0ed57b0452139617b910c4. 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
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the 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 journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
questionquestion
What original contracts, bank transfers, spend schedules and acceptance records establish the K8 payment chain and performance position?
questionquestion
What class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
questionquestion
What executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
questionquestion
What actual pleadings, orders, settlement terms and payment schedule test the issuer’s litigation characterisations?
questionquestion
What lease and tax workpapers establish the correct scope and figures without importing current conclusions?
questionquestion
What does the 2023 report change about the 2022 financial account?
HII paid $38,700,600 into Cyberlux's operating account on 8 September 2023. The subcontract schedule describes 50 percent of drone procurement at award against an award-and-spend plan. HII later required Cyberlux to acknowledge that funds advanced under the subcontract, and property acquired with them, were and always had been Government property held in trust under SOW Section 6.5; the underlying Section 6.5 text is not in the current public corpus.
Read the anchor · page 1
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
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
Shell Status
Indicate by check mark whet
eventattribution
Year-end balance falls to roughly $3.2M
By year-end, approximately $35.5M of the $38.7M advance has moved out, leaving a large publicly unitemised block.
Read the anchor · page 26
ith DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel
the contract per the contractual terms. 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 has remaining advance payments for the purchase of such systems from the DoD
of $23,145,000. The completion of shipment of the remaining Systems is subject to DoD acceptance
eventattribution
Same-day Datron acquisition payment — $3,000,000
Cyberlux wires $3M connected to the Datron acquisition on the same banking day the advance arrives.
Read the anchor · page 2
ibe any trading suspension orders issued by the SEC concerning the issuer or its
predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or
reorganization either currently anticipated or that occurred within the past 12 months:
Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (previously reported as wholly-
owned subsidiaries and collectively the “Foreign Subsidiaries”) entered into Agreements of
Business Separation, effective on or before June 30, 2023, terminating the business
relationships between the parties, in exchange for
eventattribution
Montague records 30 million-share Series B stock purchase
Cyberlux's 2023 OTC annual report records 30 million Series B preferred shares issued to Montague Capital Partners LLC / Denis Kalenja under a stock purchase agreement at a stated $0.001 basis per share, implying approximately $30,000 stated consideration. The ownership table later lists the block as 34.36 percent of outstanding Series B shares.
Read the anchor · page 1
ite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
NIC code: 3674
Annual Report
For the Period Ending:
December 31, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,728,914,810 as of December 31, 2023
5,587,666,363 as of December 31, 2022
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 com
eventattribution
Cyberlux and Kreatx make their business separation effective
Cyberlux reports that its business separation from Kreatx SHPK became effective on 1 April 2023. The separation formed part of a 2023 foreign-subsidiary unwind later recorded through discontinued operations and a combined disposition loss.
Read the anchor · page 1
he 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
observation
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 its business separation from Kreatx SHPK became effective on 1 April 2023. The separation formed part of a 2023 foreign-subsidiary unwind later recorded through discontinued operations and a combined disposition loss.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's 2023 OTC annual report records 30 million Series B preferred shares issued to Montague Capital Partners LLC / Denis Kalenja under a stock purchase agreement at a stated $0.001 basis per share, implying approximately $30,000 stated consideration. The ownership table later lists the block as 34.36 percent of outstanding Series B shares.supports{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
HII paid $38,700,600 into Cyberlux's operating account on 8 September 2023. The subcontract schedule describes 50 percent of drone procurement at award against an award-and-spend plan. HII later required Cyberlux to acknowledge that funds advanced under the subcontract, and property acquired with them, were and always had been Government property held in trust under SOW Section 6.5; the underlying Section 6.5 text is not in the current public corpus.supports{"timeline_thread":"money","timeline_thread_label":"Money movement"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux reports that its business separations from FBD SHPK and Havas SAS became effective on 30 June 2023, sixty days before the HII subcontract award. The separations used payment and equity terms; $500,000 remained due under the FBD separation agreement at year end.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.
By year-end, approximately $35.5M of the $38.7M advance has moved out, leaving a large publicly unitemised block.supports{"timeline_thread":"money","timeline_thread_label":"Money movement"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
Cyberlux wires $3M connected to the Datron acquisition on the same banking day the advance arrives.supports{"timeline_thread":"money","timeline_thread_label":"Money movement"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
{"timeline_thread":"money","timeline_thread_label":"Money movement"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"money","timeline_thread_label":"Money movement"}relates to{"chapter":31,"exposure_lens":"Money movement identifies a transaction. Exposure remains separate for each lender, bank, creditor and recipient and depends on its own authority, knowledge, benefit and defences.","responsibility":"Financing, account control, payment processing, creditor entitlement, value and recipient knowledge where legally relevant.","sequence":331,"unit_key":"CH31"}
The controlling book publication map connects this dated event to Part III, Chapter 31. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"money","timeline_thread_label":"Money movement"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"programme","timeline_thread_label":"Procurement & programme"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
{"timeline_thread":"programme","timeline_thread_label":"Procurement & programme"}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 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.correctsReported 2022 revenue $27,671,415 less cost $11,207,551 gives gross margin $16,463,864. Marketing $199,105, research/development $5,041,295 and general/administrative $10,531,883 total $15,772,283; operating income is $691,581. Interest expense $661,700, treasury gain $700,000 and other income $1,679 yield pretax $731,560, tax $353,886 and net $377,674. The arithmetic reconciles, but it does not validate recognition or the underlying transactions.
Issuer expressly restates 2022 net income from positive $377,674 to loss $1,809,759; original historical report remains preserved, not overwritten.
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 report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.qualifiesSeries A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.
Later issuer schedule supplies named 2022 B returns totalling 29.5 million; not independent register authentication or resolution of every holder discrepancy.
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.
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Listed total $2,570,761 is $1 below the balance sheet. Restated 2022 principals are $1,442,656, $919,789, $405,361 and $616,461. These allocations differ from the earlier 2022 report although the total remains $3,384,267; journals and original loans are required to explain the differences.qualifiesOfficer/director notes list Downing principal $1,243,156 and interest $286,403, Schmidt $820,288 and $248,288, Ringo $405,361 and $276,841, each at 10%; totals are $2,468,805 and $811,532. Other notes are $915,462 plus $497,133 interest at 10%. The general note describes 8–12% terms. These are issuer balances and accrued-interest representations, not proof of payment, complete agreements or present enforceability.
Restated 2022 lender allocations change while aggregate related balance remains $3,384,267; underlying journal entries needed.
Repeated 2022 rows change purpose descriptions: Roman Investments PR LLC/Roman Vinfield December 6 62.5 million is settlement of debt; November 22 41.7 million and November 8 15 million are equity incentives to a debt holder, as are Rosewood Theater LLC/Michael Sinensky 15 million and RB Capital 200 million. The earlier report used stock-purchase/debt-purchase descriptions. The 700 million Critical Flow cancellation and other historical rows recur from common issuer origin; repetition is not independent corroboration.qualifiesThe issuer lists Roman Investments PR LLC: December 6, 62.5 million at $0.0016 for debt purchase, unrestricted; November 22, 41.7 million at $0.012 for stock purchase, restricted; November 8, 15 million at $0.0025, restricted. Rosewood Theater LLC is also listed November 8 for 15 million at $0.0025, restricted. RB Capital is listed August 15 for 200 million at $0.00125, debt purchase, unrestricted. Preserve these distinct recipient/date/price/purpose combinations.
Historical Roman/Rosewood/RB consideration labels differ from earlier report; later wording is not silently substituted.
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 says AWH/Secure Community litigation settled in 2023 and it fully complied, describes the later California suit, removal and counterclaims, and characterises a March 21, 2024 opposing-counsel filing as acknowledging erroneous filing and seeking dismissal. Note L says settlement amounts remain in payables and payments are being made. Ongoing instalments can coexist with compliance; no breach or completed payment is inferred. The characterisation of the court filing requires the actual filing and orders.qualifiesThe issuer identifies AWH and Secure Community litigation filed August 22, 2022 in Richmond against Cyberlux and Schmidt. It alleges the plaintiffs did not perform consulting services, states the company refused to remit payment, and reports settlement negotiations. The refusal is the issuer’s own stated adverse fact; nonperformance and claim merits remain contested allegations, and negotiations do not establish settlement.
2023 report says settled and payments ongoing versus prior negotiations/refusal; dated issuer narrative is not independently proved compliance.
Kreatx, FBD and Havas are separated under agreements effective April 1, 2023 for Kreatx and June 30 for FBD/Havas in Note M; the overview uses June 30 collectively. The issuer reports 2023 discontinued revenue about $10.917 million, expenses $8.620 million and profit $2.297 million, and 2022 revenue $22.664 million, expenses $17.900 million and profit $4.764 million. Disposal loss is about $8.714 million including share/cash separation consideration; $500,000 remains due under the FBD agreement. These are disposal representations, not proof that underlying acquisition or performance claims were true.supportsWhat executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
Specifically named source propositions support the bounded distinction or question.
The issuer describes three business units, UAS, Datron Military Communications and Special Activities, and subsidiaries Datron World Communications Inc., Catalyst Machineworks LLC and CMTC Drone Solutions LLC. It claims military/FMS customers, training, products, manufacturing and ISO 9001 recertification. Page 12 calls the approximately $79 million award USNAVY; page 14 acknowledges prime vendors HII and ADS. These are company representations, not original award or acceptance records.supportsWhat original contracts, bank transfers, spend schedules and acceptance records establish the K8 payment chain and performance position?
Specifically named source propositions support the bounded distinction or question.
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
Kreatx, FBD and Havas are separated under agreements effective April 1, 2023 for Kreatx and June 30 for FBD/Havas in Note M; the overview uses June 30 collectively. The issuer reports 2023 discontinued revenue about $10.917 million, expenses $8.620 million and profit $2.297 million, and 2022 revenue $22.664 million, expenses $17.900 million and profit $4.764 million. Disposal loss is about $8.714 million including share/cash separation consideration; $500,000 remains due under the FBD agreement. These are disposal representations, not proof that underlying acquisition or performance claims were true.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
The 2023 equity roll-forward shows B return negative 27.2 million, new B 14 million for services and 30 million purchased, reaching 87.3 million. It records common 71,248,447 for services, 10 million acquisition, 5 million purchased, 10 million settlements/other, 20 million termination and 25 million separation, reaching 5,728,914,810. However the settlement/other row assigns $546,663 common amount to 10 million shares, final common amount is $7,385,577 and treasury amount negative $1,176,699. These count/carrying-value differences require original equity entries, not an assumed par-only correction. Several ending amounts differ by $1 from the balance sheet.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
Series B outstanding is 87.3 million, authorised 100 million and holders four. Starting from 70.5 million in 2022, January 19 Downing return of 7.2 million, January 20 Montague issuance of 30 million, May 18 Richard P. Brown return of 20 million, and June 21 Schmidt 9 million plus Isely 5 million yield 87.3 million. The Brown row calls this a lost-certificate return made in 2010 but never received by the transfer agent, whereas the history summary calls it a 2023 repurchase; preserve the different descriptions.supportsThe disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
Specifically named source propositions support the bounded distinction or question.
Note 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.supportsManagement’s confidence in continued operation depends on unverified financing, customer acceptance, sales and collection expectations.
Specifically named source propositions support the bounded distinction or question.
The issuer says AWH/Secure Community litigation settled in 2023 and it fully complied, describes the later California suit, removal and counterclaims, and characterises a March 21, 2024 opposing-counsel filing as acknowledging erroneous filing and seeking dismissal. Note L says settlement amounts remain in payables and payments are being made. Ongoing instalments can coexist with compliance; no breach or completed payment is inferred. The characterisation of the court filing requires the actual filing and orders.supportsWhat actual pleadings, orders, settlement terms and payment schedule test the issuer’s litigation characterisations?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
Intangibles total $11,132,783 less accumulated amortisation labelled depreciation $654,061, net $10,478,722; fully amortised legacy assets were written off. The Datron notes carry an initial $500,000 discount, $41,667 accretion and $458,333 remaining discount. Accrued expenses include $1,677,835 payroll/taxes/other, $100,000 taxes/other and $2,628,360 commissions. No recipient or commission legality is inferred from the aggregate.supportsWhat executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
Specifically named source propositions support the bounded distinction or question.
The equity table is an embedded image missed by native extraction and has been visually read and transcribed separately. Its first table ends 2022 common at 5,567,666,363, but the next table starts restated 2022 at 5,587,666,363, a 20 million difference. Its 2021 B opening is already 70.5 million, differing from the issuance-history 100 million. Preserve original table values; do not normalise the opening periods or counts.supportsNote N explicitly establishes that the issuer corrected 2022 stock-expense/accrual errors; this is stronger than an analyst merely suspecting a revision. The exact entries and accuracy of the restated report still need proof.
Specifically named source propositions support the bounded distinction or question.
Common outstanding is 5,728,914,810 versus 5,587,666,363 in 2022, an increase of 141,248,447. The listed 2023 common issuance rows sum to that increase. Authorised common is 7 billion, public float 5,199,069,964 and record holders 376. The front report also says no SEC suspension and no bankruptcy/receivership in the stated interval; these are dated issuer representations, not current registry checks.supportsThe disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
Specifically named source propositions support the bounded distinction or question.
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.supportsNote N explicitly establishes that the issuer corrected 2022 stock-expense/accrual errors; this is stronger than an analyst merely suspecting a revision. The exact entries and accuracy of the restated report still need proof.
Specifically named source propositions support the bounded distinction or question.
The restated 2022 balance sheet shows cash $6,642 and net assets of discontinued operations $7,924,300, while the cash-flow statement retains $953,105 as 2022 closing and 2023 opening cash. A separate discontinued-business presentation may affect scope, but the report does not supply an explicit bridge for the $946,463 cash difference. Do not silently replace one figure with the other.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
The front convertible-note table repeats five RB rows and balances from the prior report, including principal printed 1,500,00, a November 8, 2022 date and 2023 maturities. Note G instead summarises RB principal $5.25 million at 5%, due July 2024, convertible at $0.25. Original notes and amendments must explain period applicability and maturities; no automatic inference of default or extension.supportsWhat executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
Specifically named source propositions support the bounded distinction or question.
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Listed total $2,570,761 is $1 below the balance sheet. Restated 2022 principals are $1,442,656, $919,789, $405,361 and $616,461. These allocations differ from the earlier 2022 report although the total remains $3,384,267; journals and original loans are required to explain the differences.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
Series B descriptions use 200 votes and 200 common shares per preferred share, attributed to a 2010 board amendment. B cumulative dividends are conditional on declaration, and the issuer reports a roughly $295 million liquidation preference including arrears. Series C is 150,000, two holders, non-voting, with conversion ($25.20/10DMA)/200, conditional 5% cumulative dividends and roughly $3 million liquidation preference. These historical terms and amounts require original instruments; they are not adjudicated present liabilities or ordinary operating debt.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,289,638 as printed. Adding stated opening cash $953,105 gives $3,242,743, not printed closing cash $3,198,280: an unexplained $44,463 difference. The main reported operating inflow is customer deposits $23,939,171, alongside inventory use $10,767,718 and a non-cash $8,713,952 divestment-loss reversal. Operating cash generation is not equivalent to realised profit or contract completion.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
Series B outstanding is 87.3 million, authorised 100 million and holders four. Starting from 70.5 million in 2022, January 19 Downing return of 7.2 million, January 20 Montague issuance of 30 million, May 18 Richard P. Brown return of 20 million, and June 21 Schmidt 9 million plus Isely 5 million yield 87.3 million. The Brown row calls this a lost-certificate return made in 2010 but never received by the transfer agent, whereas the history summary calls it a 2023 repurchase; preserve the different descriptions.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
2023 reported cash is $3,198,280, receivables $1,324,699, inventory $16,818,126 and other current assets $238,564, current total $21,579,669. Other assets are equipment $1,034,033, right-of-use $428,555, intangibles $10,478,722 and unconsolidated investment $200,000. Assets print $33,720,980 but those categories sum $33,720,979. Current liabilities print $43,176,051, long-term $4,301,338 and equity deficit $13,756,410, summing $33,720,979, whereas the final liabilities/equity line prints $33,720,920. The $1 and $60 printed-total differences are source defects, not evidence of missing millions.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,289,638 as printed. Adding stated opening cash $953,105 gives $3,242,743, not printed closing cash $3,198,280: an unexplained $44,463 difference. The main reported operating inflow is customer deposits $23,939,171, alongside inventory use $10,767,718 and a non-cash $8,713,952 divestment-loss reversal. Operating cash generation is not equivalent to realised profit or contract completion.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
Series 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.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.supportsThe disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
Specifically named source propositions support the bounded distinction or question.
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,289,638 as printed. Adding stated opening cash $953,105 gives $3,242,743, not printed closing cash $3,198,280: an unexplained $44,463 difference. The main reported operating inflow is customer deposits $23,939,171, alongside inventory use $10,767,718 and a non-cash $8,713,952 divestment-loss reversal. Operating cash generation is not equivalent to realised profit or contract completion.supportsPositive operating cash is substantially associated with customer deposits while performance acceptance remains uncertain. It cannot be treated as earned unrestricted profit or completed delivery.
Specifically named source propositions support the bounded distinction or question.
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
The 2023 equity roll-forward shows B return negative 27.2 million, new B 14 million for services and 30 million purchased, reaching 87.3 million. It records common 71,248,447 for services, 10 million acquisition, 5 million purchased, 10 million settlements/other, 20 million termination and 25 million separation, reaching 5,728,914,810. However the settlement/other row assigns $546,663 common amount to 10 million shares, final common amount is $7,385,577 and treasury amount negative $1,176,699. These count/carrying-value differences require original equity entries, not an assumed par-only correction. Several ending amounts differ by $1 from the balance sheet.supportsThe disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
Specifically named source propositions support the bounded distinction or question.
Investing 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.supportsAn incomplete reconciliation between discontinued-business and consolidated cash presentations may explain part of the cash differences. Alternatives include omitted adjustments or transcription/accounting errors. Obtain bank accounts, disposal cash schedules and cash-flow workpapers; no explanation or intent is selected.
Specifically named source propositions support the bounded distinction or question.
The restated 2022 balance sheet shows cash $6,642 and net assets of discontinued operations $7,924,300, while the cash-flow statement retains $953,105 as 2022 closing and 2023 opening cash. A separate discontinued-business presentation may affect scope, but the report does not supply an explicit bridge for the $946,463 cash difference. Do not silently replace one figure with the other.supportsAn incomplete reconciliation between discontinued-business and consolidated cash presentations may explain part of the cash differences. Alternatives include omitted adjustments or transcription/accounting errors. Obtain bank accounts, disposal cash schedules and cash-flow workpapers; no explanation or intent is selected.
Specifically named source propositions support the bounded distinction or question.
The equity table is an embedded image missed by native extraction and has been visually read and transcribed separately. Its first table ends 2022 common at 5,567,666,363, but the next table starts restated 2022 at 5,587,666,363, a 20 million difference. Its 2021 B opening is already 70.5 million, differing from the issuance-history 100 million. Preserve original table values; do not normalise the opening periods or counts.supportsWhich journal entries and dated versions support the explicit restatement and resolve the remaining cash, expense and equity differences?
Specifically named source propositions support the bounded distinction or question.
2023 cash-flow category totals are operating positive $8,774,417, investing negative $6,328,312 and financing negative $156,467, summing $2,289,638 as printed. Adding stated opening cash $953,105 gives $3,242,743, not printed closing cash $3,198,280: an unexplained $44,463 difference. The main reported operating inflow is customer deposits $23,939,171, alongside inventory use $10,767,718 and a non-cash $8,713,952 divestment-loss reversal. Operating cash generation is not equivalent to realised profit or contract completion.supportsAn incomplete reconciliation between discontinued-business and consolidated cash presentations may explain part of the cash differences. Alternatives include omitted adjustments or transcription/accounting errors. Obtain bank accounts, disposal cash schedules and cash-flow workpapers; no explanation or intent is selected.
Specifically named source propositions support the bounded distinction or question.
Four 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.supportsWhat executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
Specifically named source propositions support the bounded distinction or question.
Note 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.supportsWhat original contracts, bank transfers, spend schedules and acceptance records establish the K8 payment chain and performance position?
Specifically named source propositions support the bounded distinction or question.
Current liabilities include payables $2,251,426, interest $2,065,143, related notes $2,570,762, other notes $7,709,395, share-issuance liability $258,960, customer deposits $23,939,171 and other accrued liabilities $4,406,195. Datron acquisition notes net of discount are $3,541,667 and lease/other long-term liabilities $759,671. The approximately $22 million working-capital deficit and $40 million accumulated losses are issuer disclosures; customer advances are liabilities, not unrestricted profit.supportsWhat original contracts, bank transfers, spend schedules and acceptance records establish the K8 payment chain and performance position?
Specifically named source propositions support the bounded distinction or question.
The issuer reports shareholder consulting fees about $1.6 million in 2023 and $0.6 million in 2022. Federal NOL carryforwards are about $62 million, with expiry and ownership-change limitations, a possible prior ownership change not formally analysed, and full reserve producing zero net deferred tax assets. The tax note’s statutory discussion and claims of no audits/penalties are historical issuer representations, not verified current tax advice or a finding of no tax debt.supportsWhat lease and tax workpapers establish the correct scope and figures without importing current conclusions?
Specifically named source propositions support the bounded distinction or question.
Current liabilities include payables $2,251,426, interest $2,065,143, related notes $2,570,762, other notes $7,709,395, share-issuance liability $258,960, customer deposits $23,939,171 and other accrued liabilities $4,406,195. Datron acquisition notes net of discount are $3,541,667 and lease/other long-term liabilities $759,671. The approximately $22 million working-capital deficit and $40 million accumulated losses are issuer disclosures; customer advances are liabilities, not unrestricted profit.supportsPositive operating cash is substantially associated with customer deposits while performance acceptance remains uncertain. It cannot be treated as earned unrestricted profit or completed delivery.
Specifically named source propositions support the bounded distinction or question.
Note 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.supportsPositive operating cash is substantially associated with customer deposits while performance acceptance remains uncertain. It cannot be treated as earned unrestricted profit or completed delivery.
Specifically named source propositions support the bounded distinction or question.
Inventory is parts $3,935,012, work-in-progress $14,472,404 and finished goods $322,873, less obsolescence allowance $1,912,163, totalling $16,818,126. The issuer primarily associates work-in-progress with DoD products. Inventory carrying value and construction stage do not independently prove customer acceptance, saleability or expenditure authorisation.supportsWhat original contracts, bank transfers, spend schedules and acceptance records establish the K8 payment chain and performance position?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhat executed acquisition, separation, loan and valuation records substantiate Datron and the foreign-business transactions?
Specifically named source propositions support the bounded distinction or question.
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Listed total $2,570,761 is $1 below the balance sheet. Restated 2022 principals are $1,442,656, $919,789, $405,361 and $616,461. These allocations differ from the earlier 2022 report although the total remains $3,384,267; journals and original loans are required to explain the differences.supportsWhat does the 2023 report change about the 2022 financial account?
Specifically named source propositions support the bounded distinction or question.
The issuer recognises sustained losses, current liabilities exceeding current assets and financing dependence. It says failed fundraising could force R&D delay, licensing, alliances, sale, cessation or bankruptcy, while management expresses confidence in growth. Those are conditional risks and forecasts, not evidence any listed outcome occurred.supportsManagement’s confidence in continued operation depends on unverified financing, customer acceptance, sales and collection expectations.
Specifically named source propositions support the bounded distinction or question.
The facility description gives Catalyst a 21,450-square-foot Spring, Texas facility on a renewable three-year lease and Datron a 47,174-square-foot Vista, California facility on a renewable five-year lease, each with two years remaining. The headquarters suite renews annually. Note K instead groups California/Texas under a five-year lease, describes about $2,000 monthly rent, then $294,000 annual rent, $859,212 undiscounted payments and $792,710 present value. It also gives both two and three remaining years and a $439,000 liability. These different amounts/scopes require the actual leases and schedules.supportsWhat lease and tax workpapers establish the correct scope and figures without importing current conclusions?
Specifically named source propositions support the bounded distinction or question.
The 2023 equity roll-forward shows B return negative 27.2 million, new B 14 million for services and 30 million purchased, reaching 87.3 million. It records common 71,248,447 for services, 10 million acquisition, 5 million purchased, 10 million settlements/other, 20 million termination and 25 million separation, reaching 5,728,914,810. However the settlement/other row assigns $546,663 common amount to 10 million shares, final common amount is $7,385,577 and treasury amount negative $1,176,699. These count/carrying-value differences require original equity entries, not an assumed par-only correction. Several ending amounts differ by $1 from the balance sheet.supportsWhat class register, designations and board resolutions reconcile ownership movements, conversion capacity and unissued common obligations?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsThe disclosed 2023 common issuance and B movement reconcile aggregate outstanding counts, while earlier holder allocations and carrying-value entries remain unresolved.
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.