Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
observationobservation
Reporting cut-off 30 September 2023; both certifications dated 20 November 2023.
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
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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
Advance/customer deposit $38,700,600, distinct from recognised revenue.
Read the anchor · page 14
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Cyberlux Corporation (the "Company") 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 commercial and industrial users.
During the nine months ended September 30, 2023, the Company has refocused its
operations to the provision of unmanned aircraft systems and advanced communications
systems, including through the following transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS 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 periods ended June 30, 2023, 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.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the
issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million
advance made to Datron World Communications, Inc. by Datron Holdings, Inc.
The 1st note bears interest at 3% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 90% of the VWAP after
September 2024.
The 2nd note bears interest at 5% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 85% of the VWAP after
September 2024.
The acquisition was accounted for as an acquisition of a business, and the purchase price of
approximately $10.5 million was allocated to net current assets of $1.3 million and the
remaining $9.2 million was allocated to technology based intangible assets, which are to be
claimallegation
Cyberlux’s unaudited quarterly disclosure covers 30 September 2023. CEO Mark D. Schmidt and CFO David D. Downing certify review and fair pre
Cyberlux’s unaudited quarterly disclosure covers 30 September 2023. CEO Mark D. Schmidt and CFO David D. Downing certify review and fair presentation based on their knowledge on 20 November 2023. It checks no shell, no change of shell status and no change of control; these are issuer representations, not independent certifications.
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
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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 preliminary Datron allocation is stated as $1.3 million net current assets and $9.2 million technology intangibles amortised over five y
The preliminary Datron allocation is stated as $1.3 million net current assets and $9.2 million technology intangibles amortised over five years, plus approximately $2.2 million deferred tax liability. Allocation is expressly incomplete and expected by year end; Note A prints $1.3 without its million unit. These are provisional accounting estimates, not completed valuation evidence.
Read the anchor · page 14
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Cyberlux Corporation (the "Company") 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 commercial and industrial users.
During the nine months ended September 30, 2023, the Company has refocused its
operations to the provision of unmanned aircraft systems and advanced communications
systems, including through the following transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS 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 periods ended June 30, 2023, 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.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the
issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million
advance made to Datron World Communications, Inc. by Datron Holdings, Inc.
The 1st note bears interest at 3% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 90% of the VWAP after
September 2024.
The 2nd note bears interest at 5% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 85% of the VWAP after
September 2024.
The acquisition was accounted for as an acquisition of a business, and the purchase price of
approximately $10.5 million was allocated to net current assets of $1.3 million and the
remaining $9.2 million was allocated to technology based intangible assets, which are to be
claimallegation
The past-12-month acquisitions/reorganisations response says None despite the detailed Datron acquisition. The general business section date
The past-12-month acquisitions/reorganisations response says None despite the detailed Datron acquisition. The general business section dates Kreatx/FBD/Havas separation June 30, whereas the subsidiary discussion specifically dates Kreatx April 1 and FBD/Havas June 30. The report supplies no reconciliation of these disclosure differences.
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:
None
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?
No: ☒ Yes: ☐ If Yes, provide additional details below:
claimallegation
Cyberlux describes a defence focus and four business units, listing Datron World Communications, Catalyst Machineworks LLC and CMTC Drone So
Cyberlux describes a defence focus and four business units, listing Datron World Communications, Catalyst Machineworks LLC and CMTC Drone Solutions, LLC as subsidiaries. It says foreign subsidiaries were not viable given classified/Top Secret/SCIF requirements; that statement does not demonstrate granted clearances. Marketing descriptions of HF/VHF products, JITC certification, ranges, countries and government customers are issuer assertions without underlying certification or award records here.
Read the anchor · page 15
amortized over 5 years. The Company also recognized a deferred tax liability (included in
other long-term liabilities on the accompanying balance sheet) of approximately $2.2 million
representing the basis difference in the intangible assets. The Company has not yet
completed the purchase price allocation and valuation of the identifiable intangible assets as
required by Accounting Standards Codification 805, but expects to have it completed for the
December 31, 2023, reporting period.
B. List any subsidiaries, parent company, or affiliated companies.
Datron World Communications, Inc.
Catalyst Machineworks, LLC
CMTC Drone Solutions, LLC
During the quarter ended September 30, 2023, Cyberlux Corporation made the business
decision to solely focus its operations on defense technology where classified projects are
required, and Top -Secret clearances and corporate Sensitive Compartmented Information
Facility (SCIF) clearances are required. Therefore, the Company determined that no foreign
subsidiaries would be viable as part of Cyberlux’s business going forward. As a result,
Cyberlux declared its intention to not make further investments into the foreign subsidiaries
( three entities that were acquired or agreed to be acquired in 2021 – and are now reported
as discontinued operations in the statement of operations) . Cyberlux and each of Kreatx
Shpk, FBD Shpk and Havas SAS entered into Agreements of Business Separation, effective
as of April 1, 2023 (in respect of Kreatx) and June 30, 2023 (in respect of each of FBD and
Havas), terminating the business relationships with each such counterparty, in exchange, in
each case, for certain payment and equity terms.
C. Describe the issuers’ principal products or services.
The Company introduced products and solutions across multiple industries in 2021 and 2022
beyond the hardened multispectral illuminators Cyberlux had become known for.
The Company now has four defense technology business units including:
Unmanned Aircraft Solutions (UAS):
Military-Grade Hardware and Software Guidance System Platform with Enhanced Infrared
Night Vision ; Thermal Sensor technology; Eye-in-the-Sky Monitoring; LiDAR Mapping
and Perception; UAS Guidance System Software; UAS Service Support Software ; and
Telecommunications, Data Analytics Application Solutions with ongoing technology and
Strategic IP development.
Military Communications Technology (MCT):
Datron Military-Grade mission-critical voice, data, and video connectivity. Datron partners
with governments, militaries, public safety organizations, security forces and commercial
users worldwide to innovate and rapidly deploy high frequency (HF), very high frequency
(VHF), multiband (MB) voice/data solutions. Datron World Communications has customers
in over 80 countries who benefit from communications systems that reliably perform in
demanding environments. Datron’s military communication technology expands from short
range (VHF/MB) to long range communications (HF).
Short Range Communications: Datron’s VHF/MB short -range radios (7- 50 km) provide
secure voice and data exchanges to troops worldwide for communicating on the battlefield.
claimallegation
The governance section names Schmidt, Downing, Ringo and Goodman as directors, with Isely technology/UAS management. Ringo is identified as
The governance section names Schmidt, Downing, Ringo and Goodman as directors, with Isely technology/UAS management. Ringo is identified as corporate counsel and secretary. It reports no option or warrant plans and no director compensation for inside-director services; this does not negate separately disclosed stock issuances or officer loans. Biographies and disciplinary responses remain self-disclosures with their stated time scope.
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
claimallegation
The report answers None to material pending legal proceedings under an ordinary-routine exclusion. Listed legal providers include Carl Ranno
The report answers None to material pending legal proceedings under an ordinary-routine exclusion. Listed legal providers include Carl Ranno, Edward W. Gray/Thompson Coburn, Jennifer Clarke/Tjong & Hsia and Brian Blaylock/Snell & Wilmer. Downing prepared the GAAP-labelled financial statements with advisers; the supplied quarterly report contains no independent auditor opinion.
Read the anchor · page 22
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.
None
8) Third Party Service Providers
Provide the name, address, telephone number and email address of each of the following outside
providers. You may add additional space as needed.
Securities Counsel (must include Counsel preparing Attorney Letters)
Name: Carl P. Ranno
Firm: Law Office of Carl P. Ranno
Address: 2733 East Vista Drive
Phoenix, AZ 85032
Phone: 602-493-0369
Email: carlranno@cox.net
Legal Counsel
Name: Edward W. Gray Jr., Partner
Firm: Thompson Coburn LLP
Address: 1909 K Street N.W. Suite 600
Washington, DC 20006-1167
Phone: 202-585-6910
Email: egray@thompsoncoburn.com
Web: www.thompsoncoburn.com
Legal Counsel
Name: Jennifer E.D. Clarke, Esq.
Firm: Tjong & Hsia LLP
Address: 45 Rockefeller Plaza, 20th Floor
New York, NY 10111
Phone: 516-801-1700
Email: jclarke@tjonghsia.com
Web: www.tjonghsia.com
Name: Brian L. Blaylock
Firm: Snell & Wilmer
Address: 3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169
Phone: 702-784-5355
Email: bblaylock@swlaw.com
Web: www.swlaw.com
Accountant or Auditor
claimallegation
The September balance sheet reports cash $16,893,524, receivables $1,140,100, inventory $14,693,095, current assets $33,040,769, intangibles
The September balance sheet reports cash $16,893,524, receivables $1,140,100, inventory $14,693,095, current assets $33,040,769, intangibles $12,714,063 and total assets $46,915,532. Current liabilities $46,334,061 include customer deposits $38,700,600; long-term liabilities total $21,625,477, and reported stockholders’ deficiency is $21,178,907.
Read the anchor · page 25
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
September 30, 2023 and December 31, 2022
(Unaudited)
September
30, 2023
December
31, 2022
Assets
Current assets:
Cash & cash equivalents $ 16,893,524 $ 953,105
Accounts receivable, net of allowance for doubtful accounts 1,140,100 4,937,107
Inventory 14,693,095 519,341
Other current assets 314,050 1,849,230
Total current assets 33,040,769 8,258,783
Property, plant and equipment, net of accumulated
depreciation 587,890 863,668
Other Assets:
Patents, net of accumulated amortization 372,809 8,265
Intangible assets, net of accumulated amortization 12,714,063 -
Investment in unconsolidated subsidiaries 200,001 3,156,293
Total Assets $ 46,915,532 $ 12,287,009
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 1,444,329
$2,024,460
Accrued interest 2,327,146 1,974,478
Customer deposits 38,700,600 -
Accrued liabilities 3,861,986 1,637,750
Total current liabilities
46,334,061 5,636,688
Long-term liabilities:
Notes payable, related parties 2,859,027 3,384,267
Notes payable, non-related parties 14,813,625 7,098,993
Deferred revenues 3,952,825 79,342
Total long-term liabilities 21,625,477 10,562,602
claimallegation
Current liabilities include commissions payable $2,629,624 and payroll/taxes/other $1,232,362, together matching the balance-sheet accrued-l
Current liabilities include commissions payable $2,629,624 and payroll/taxes/other $1,232,362, together matching the balance-sheet accrued-liability figure $3,861,986. Commissions are a reported payable; the filing does not identify each payee, cash payment or earned-service support.
Read the anchor · page 25
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
September 30, 2023 and December 31, 2022
(Unaudited)
September
30, 2023
December
31, 2022
Assets
Current assets:
Cash & cash equivalents $ 16,893,524 $ 953,105
Accounts receivable, net of allowance for doubtful accounts 1,140,100 4,937,107
Inventory 14,693,095 519,341
Other current assets 314,050 1,849,230
Total current assets 33,040,769 8,258,783
Property, plant and equipment, net of accumulated
depreciation 587,890 863,668
Other Assets:
Patents, net of accumulated amortization 372,809 8,265
Intangible assets, net of accumulated amortization 12,714,063 -
Investment in unconsolidated subsidiaries 200,001 3,156,293
Total Assets $ 46,915,532 $ 12,287,009
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 1,444,329
$2,024,460
Accrued interest 2,327,146 1,974,478
Customer deposits 38,700,600 -
Accrued liabilities 3,861,986 1,637,750
Total current liabilities
46,334,061 5,636,688
Long-term liabilities:
Notes payable, related parties 2,859,027 3,384,267
Notes payable, non-related parties 14,813,625 7,098,993
Deferred revenues 3,952,825 79,342
Total long-term liabilities 21,625,477 10,562,602
claimallegation
The income statement reports Q3 revenue $419,006 and nine-month revenue $567,949; gross profit $204,723 and $167,179; operating losses $6,82
The income statement reports Q3 revenue $419,006 and nine-month revenue $567,949; gross profit $204,723 and $167,179; operating losses $6,820,833 and $8,517,855; and net losses $18,006,268 and $17,768,727. The $38.7 million customer advance is therefore not reported as equivalent period revenue.
Read the anchor · page 27
Cyberlux Corporation and Subsidiaries
Condensed Statements of Income
Three and Nine months ended September 30, 2023 and 2022
(Unaudited)
Three Months Ended Year to Date
Sept 30, 2023 Sept 30, 2022 Sept 30, 2023 Sept 30, 2022
Revenue $419, 006 $ 263,416 $ 567,949 $ 669,739
Cost of goods sold (214,283) (109,744) (400,770) (410,100)
Gross margin (loss)
204,723
153,672
167,179
259,639
Operating Expenses:
Marketing and advertising 64,505 713 66,185 97,747
Depreciation and amortization 1,020,784 - 1,020,784 -
Research and development 44,241 1,775,874 65,090 2,230,706
General and administrative expenses 5,896,027 2,461,867 7,532,976 1,057,824
Total operating expenses 7,025,557 4,238,454 8,685,035 3,386,277
Income (loss) from operations (6,820,833) 4,084,782 (8,517,855) (3,126,638)
Other income/(expense):
Interest income 110,137 110,137 -
Interest expense (286,213) (314,396) (630,519) (485,352)
Gain on stock returned to Treasury - - - 700,000
Net income from discontinued operations - 2,020,543 2,296,869 4,763,870
Loss on divestment of subsidiaries (11,027,358) - (11,07,359) -
Net income/(loss) available to common
stockholders (18,006,268) (2,378,635) (17,768,727) 1,851,879
Weighted average number of common
shares
outstanding, basic 5,712,284,375 5,483,106,902 5,617,971,948 5,483,106,902
Income (Loss) per share - basic (0.003) 0.001 (0.003) 0.001
The accompanying notes are an integral part of these financial statements.
claimallegation
Q3 expenses include G&A $5,896,027 and depreciation/amortisation $1,020,784, with disposal loss $11,027,358. Nine-month discontinued earning
Q3 expenses include G&A $5,896,027 and depreciation/amortisation $1,020,784, with disposal loss $11,027,358. Nine-month discontinued earnings are $2,296,869. The nine-month disposal-loss cell visibly reads (11,07,359), a malformed figure that must not be silently normalised.
Read the anchor · page 27
Cyberlux Corporation and Subsidiaries
Condensed Statements of Income
Three and Nine months ended September 30, 2023 and 2022
(Unaudited)
Three Months Ended Year to Date
Sept 30, 2023 Sept 30, 2022 Sept 30, 2023 Sept 30, 2022
Revenue $419, 006 $ 263,416 $ 567,949 $ 669,739
Cost of goods sold (214,283) (109,744) (400,770) (410,100)
Gross margin (loss)
204,723
153,672
167,179
259,639
Operating Expenses:
Marketing and advertising 64,505 713 66,185 97,747
Depreciation and amortization 1,020,784 - 1,020,784 -
Research and development 44,241 1,775,874 65,090 2,230,706
General and administrative expenses 5,896,027 2,461,867 7,532,976 1,057,824
Total operating expenses 7,025,557 4,238,454 8,685,035 3,386,277
Income (loss) from operations (6,820,833) 4,084,782 (8,517,855) (3,126,638)
Other income/(expense):
Interest income 110,137 110,137 -
Interest expense (286,213) (314,396) (630,519) (485,352)
Gain on stock returned to Treasury - - - 700,000
Net income from discontinued operations - 2,020,543 2,296,869 4,763,870
Loss on divestment of subsidiaries (11,027,358) - (11,07,359) -
Net income/(loss) available to common
stockholders (18,006,268) (2,378,635) (17,768,727) 1,851,879
Weighted average number of common
shares
outstanding, basic 5,712,284,375 5,483,106,902 5,617,971,948 5,483,106,902
Income (Loss) per share - basic (0.003) 0.001 (0.003) 0.001
The accompanying notes are an integral part of these financial statements.
claimallegation
The comparative Q3 2022 operating result prints positive $4,084,782 although gross profit $153,672 less operating expenses $4,238,454 yields
The comparative Q3 2022 operating result prints positive $4,084,782 although gross profit $153,672 less operating expenses $4,238,454 yields a loss of that amount. Its EPS prints positive .001 beside a net loss. For Q3 2023 the printed operating result and other lines produce a net loss $18,024,267, $17,999 different from the printed net loss. These are internal presentation/arithmetic issues, not findings of intent.
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Cyberlux Corporation and Subsidiaries
Condensed Statements of Income
Three and Nine months ended September 30, 2023 and 2022
(Unaudited)
Three Months Ended Year to Date
Sept 30, 2023 Sept 30, 2022 Sept 30, 2023 Sept 30, 2022
Revenue $419, 006 $ 263,416 $ 567,949 $ 669,739
Cost of goods sold (214,283) (109,744) (400,770) (410,100)
Gross margin (loss)
204,723
153,672
167,179
259,639
Operating Expenses:
Marketing and advertising 64,505 713 66,185 97,747
Depreciation and amortization 1,020,784 - 1,020,784 -
Research and development 44,241 1,775,874 65,090 2,230,706
General and administrative expenses 5,896,027 2,461,867 7,532,976 1,057,824
Total operating expenses 7,025,557 4,238,454 8,685,035 3,386,277
Income (loss) from operations (6,820,833) 4,084,782 (8,517,855) (3,126,638)
Other income/(expense):
Interest income 110,137 110,137 -
Interest expense (286,213) (314,396) (630,519) (485,352)
Gain on stock returned to Treasury - - - 700,000
Net income from discontinued operations - 2,020,543 2,296,869 4,763,870
Loss on divestment of subsidiaries (11,027,358) - (11,07,359) -
Net income/(loss) available to common
stockholders (18,006,268) (2,378,635) (17,768,727) 1,851,879
Weighted average number of common
shares
outstanding, basic 5,712,284,375 5,483,106,902 5,617,971,948 5,483,106,902
Income (Loss) per share - basic (0.003) 0.001 (0.003) 0.001
The accompanying notes are an integral part of these financial statements.
claimallegation
Reported common shares outstanding increase from 5,587,666,363 at December 2022 to 5,718,914,810 at September 2023; common authorisation is
Reported common shares outstanding increase from 5,587,666,363 at December 2022 to 5,718,914,810 at September 2023; common authorisation is 7 billion. The report lists float 4,851,736,636 and 363 common holders of record; Series A 26.9806 outstanding, Series B 87.3 million and Series C 150,000. Outstanding, issued, float and potential conversion are different measures.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
NIC code: 3674
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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 cash-flow statement reports operating inflow $21,768,974, investing outflow $6,094,746 and financing inflow $266,192. These reconcile ex
The cash-flow statement reports operating inflow $21,768,974, investing outflow $6,094,746 and financing inflow $266,192. These reconcile exactly to the reported cash increase $15,940,420. Ending cash $16,893,525 is $1 above the balance sheet; net loss $17,768,726 is $1 different from the income statement. No interest or tax cash payment is reported; $4 million acquisition debt is disclosed as non-cash.
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Cyberlux Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flow
Nine months ended September 30, 2023 and 2022 (Unaudited)
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders $ (17,768,726) $ 1,851,879
Adjustments to reconcile net income (loss) to cash flows
from operations
Earnings of discontinued operations 2,296,869 -
Issuance of common stock in exchange for services 66,249 229,009
Issuance of common stock for incentive targets - 305,770
Amortization and depreciation 949,445 19,764
Changes in assets and liabilities, net of impact from acquisition
Accounts receivable 4,937,107 (2,555,344)
Inventories (7,059,531) (319,250)
Prepaid expenses and other assets 1,779,781 (281,477)
Long term notes receivable - -
Accounts payable (1,415,109) (558,582)
Accrued liabilities (638,369) 327,013
Customer deposits 38,700,600 -
Other liabilities (79,342) 17,159
Net cash (used in) operating activities 21,768,974 (963,859)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Proceeds from sale of property, plant & equipment, net 610,665 -
Investment in subsidiaries (995,760) (2,556,292)
Expenditures for patents (19,674) (8,265)
Investment in Datron, net of cash acquired (5,689,977) -
Net cash used in investing activities (6,094,746) (2,564,557)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock for investment in subsidiaries - 1,000,000
Net proceeds (payments) from borrowing on a long-term basis 249,392 742,440
Net proceeds (payments) from notes payable, related parties - 236,500
Series B Stock issued from treasury 16,800 -
Preferred B stock returned to the treasury - (700,000)
Net cash provided by (used in) financing activities 266,192 1,278,940)
Net increase/(decrease) in cash and cash equivalents 15,940,420 (2,249,476)
Cash and cash equivalents at beginning of period 953,105 3,530,317
Cash and cash equivalents at end of period 16,893,525 1,280,841
Supplemental disclosures:
Interest Paid - -
Income taxes paid - -
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt issued for acquisition of Datron $4,000,000
The accompanying notes are an integral part of these financial statements.
claimallegation
Operating cash-flow adjustments include the $38,700,600 customer-deposit increase, $4,937,107 receivable decrease and $7,059,531 inventory i
Operating cash-flow adjustments include the $38,700,600 customer-deposit increase, $4,937,107 receivable decrease and $7,059,531 inventory increase, plus other printed adjustments. Subtracting the deposit inflow from reported operating inflow gives negative $16,931,626. This is a sensitivity calculation, not free cash flow, a tracing of particular dollars, or proof of unauthorised expenditure.
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Cyberlux Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flow
Nine months ended September 30, 2023 and 2022 (Unaudited)
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders $ (17,768,726) $ 1,851,879
Adjustments to reconcile net income (loss) to cash flows
from operations
Earnings of discontinued operations 2,296,869 -
Issuance of common stock in exchange for services 66,249 229,009
Issuance of common stock for incentive targets - 305,770
Amortization and depreciation 949,445 19,764
Changes in assets and liabilities, net of impact from acquisition
Accounts receivable 4,937,107 (2,555,344)
Inventories (7,059,531) (319,250)
Prepaid expenses and other assets 1,779,781 (281,477)
Long term notes receivable - -
Accounts payable (1,415,109) (558,582)
Accrued liabilities (638,369) 327,013
Customer deposits 38,700,600 -
Other liabilities (79,342) 17,159
Net cash (used in) operating activities 21,768,974 (963,859)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Proceeds from sale of property, plant & equipment, net 610,665 -
Investment in subsidiaries (995,760) (2,556,292)
Expenditures for patents (19,674) (8,265)
Investment in Datron, net of cash acquired (5,689,977) -
Net cash used in investing activities (6,094,746) (2,564,557)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock for investment in subsidiaries - 1,000,000
Net proceeds (payments) from borrowing on a long-term basis 249,392 742,440
Net proceeds (payments) from notes payable, related parties - 236,500
Series B Stock issued from treasury 16,800 -
Preferred B stock returned to the treasury - (700,000)
Net cash provided by (used in) financing activities 266,192 1,278,940)
Net increase/(decrease) in cash and cash equivalents 15,940,420 (2,249,476)
Cash and cash equivalents at beginning of period 953,105 3,530,317
Cash and cash equivalents at end of period 16,893,525 1,280,841
Supplemental disclosures:
Interest Paid - -
Income taxes paid - -
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt issued for acquisition of Datron $4,000,000
The accompanying notes are an integral part of these financial statements.
claimallegation
The equity rollforward ends with 6,838,914,810 common shares issued and 5,718,914,810 outstanding, and common stock amount $6,838,915. The b
The equity rollforward ends with 6,838,914,810 common shares issued and 5,718,914,810 outstanding, and common stock amount $6,838,915. The balance sheet instead prints $6,818,915, $20,000 lower and matching the rollforward’s June balance. Its listed equity components sum to negative $21,064,006, differing by $114,901 from the stated deficiency; no adjusting schedule is supplied.
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Stockholders' deficit:
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of September 30, 2023 and December 31, 2022, respectively 134,900 134,900
Class B Preferred, 100,000,000 and 100,000,000 shares issued
87,300,000 and 100,000,000 outstanding as of
September 30, 2023 and December 31, 2022 respectively 100,000 100,000
Class C Preferred, 150,000 and 150,000 shares issued and 150 150
outstanding as of September 30, 2023 and December 31, 2022 respectively
Common stock, $0.001 par value, 7,000,000,000 shares 6,818,915 6,707,666
authorized, 5,718,914,810 and 5,587,666,363 shares issued
and outstanding as of September 30, 2023 and December 31, 2022 respectively
Treasury stock (1,132,700) (1,149,500)
Additional paid-in capital 19,085,335 18,596,383
Accumulated deficit (46,070,606)
(28,301,880)
Deficiency in stockholders' equity (21,178,907) (4,047,181)
Total liabilities and stockholders' deficit $ 46,915,532 $ 12,287,009
The accompanying notes are an integral part of these financial statements.
claimallegation
The 2023 common issuance rows total 126,248,447, whereas the headline outstanding increase is 131,248,447, a 5 million share gap requiring r
The 2023 common issuance rows total 126,248,447, whereas the headline outstanding increase is 131,248,447, a 5 million share gap requiring reconciliation. The equity rollforward’s Q3 loss is $18,007,905 versus the income statement’s $18,006,268. Source rows remain unaltered rather than assuming a missing issue or correcting management figures.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
NIC code: 3674
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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
Management describes consolidation with intercompany elimination and revenue recognition at transfer of control, usually shipment. It states
Management describes consolidation with intercompany elimination and revenue recognition at transfer of control, usually shipment. It states a six-month cash-equivalent maturity policy, estimate-based allowances, and a single accounting segment despite four business units. One segment and four operating categories are different scopes, not inherently contradictory. Approximately $28 million prior-year NOL carryforwards are subject to ownership limitations and valuation allowance.
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development and service customers are impacted for an extended period, especially as it relates to major
customers, our financial condition and results of operations may be materially adversely affected.
NOTE B-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”).
Certain information and note disclosures normally incl uded in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC
rules and regulations, although the Company believes that the disclosures made are adequate to make the
information not misleading. Accordingly, the condensed consolidated financial statements reflect all normal
recurring adjustments, which are, in the opinion of M anagement, necessary for a fair presentation of the
results of interim periods and may not include all disclosures required by accounting principles generally
accepted in the United States (“GAAP”). The information as of September 30, 2023, and for the nine months
ended September 30, 2023, and September 30, 2022, is unaudited, whereas the condensed consolidated
balance sheet as of December 31, 2022, is derived from the Company’s audited consolidated financial
statements as of that date. The results of operations for the interim periods presented are not necessarily
indicative of results to be expected for any other interim period or for the year as a whole.
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;
● Step 3: Determine the transaction price;
● Step 4: Allocate the transaction price to the performance obligations in the contract; and
● Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company records sales of its military communications, UAS and Special Activities products and
services to the U.S. government agencies and foreign nation ministries of defense when the products and
services are billed against the associated contracts w hen performance obligations with customers are
satisfied. The Company’s performance obligation is a promise to transfer a distinct good to the customer
and each distinct good represents a single performance obligation. Such performance obligations are
satisfied at a point in time and revenues are recognized when all rights and rewards of ownership are
transferred. The majority of the Company’s products are shipped by common carrier resulting in recognition
of revenues upon shipment at which time control pas ses to the customer. Revenue is measured at the
amount of consideration the Company expects to receive in exchange for the transferring of products.
claimallegation
Inventory note components are $4,036,620 parts, $11,622,798 work in progress and $459,302 finished goods less $1,425,626 allowance, summing
Inventory note components are $4,036,620 parts, $11,622,798 work in progress and $459,302 finished goods less $1,425,626 allowance, summing to $14,693,094. The note visibly prints malformed total 14,693,0985 and the balance sheet $14,693,095. Work in progress is described as primarily for DoD products; it does not prove delivery or acceptance.
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Customers may be entitled to cash discounts, typically denoted at the time of invoicing and shipping. Such
amounts are considered to be variable consideration under ASC 606. An estimate for cash discounts is
included in the transaction price as a compone nt of sales and is estimated based on the satisfaction of
outstanding receivables and historical performance. The Company does not have any material financing
terms as payment is received shortly after the transfer of control of the products to the custome r within a
period of 30-60 days.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a maturity date of six months or
less to be cash equivalents.
Foreign Currency Translation
The Company translates the foreign currency financial statements in accordance with the requirements of
ASC 830, "Foreign Currency Matters." Assets and liabilities are translated at current exchange rates, and
related revenue and expenses are translated at average exchange rates in effect during the period. Resulting
translation adjustments are recorded as a separate component in stockholders' equity. Foreign currency
translation gains and losses are included in the consolidated statement of operations , within general and
administrative expenses.
Use of estimates
In preparing the Company's financial statements in conformity with GAAP, M anagement is required to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
Our policy is to provide an allowance when an account becomes greater than 90 days past due. An account
is charged off when it is determined by Management to be uncollectible.
Inventories
Inventories are stated at the lower of cost or market determined by the average cost method. The Company
provides inventory allowances based on estimates of obsolete inventories. Inventories consist of products
available for sale to distributors and custom ers as well as raw material s. The Work in progress primarily
relates to the products being built for the DoD as noted in Note A2 above.
Components of inventories as of September 30, 2023 and December 31, 2022 are as follows:
2023 2022
Component parts $ 4,036,620 $ 62,093
Work in progress 11,622,798 0
Finished goods 459,302 457,248
Less: allowance for obsolete inventory (1,425,626) 0
$ 14,693,0985 $ 519,341
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
claimallegation
Patent net carrying value is $372,809. Printed cost and accumulated-amortisation totals are each $1 below their component sums. PP&E compone
Patent net carrying value is $372,809. Printed cost and accumulated-amortisation totals are each $1 below their component sums. PP&E components less accumulated depreciation sum to $587,883 versus printed $587,890. These small arithmetic differences are retained as source-quality limits and are not treated as material misstatement determinations.
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The Company also accounts for uncertain tax positions in accordance with ASC Topic 740, “ Income
Taxes”. This guidance prescribes a more -likely-than-not threshold for financial statement recognition and
measurement of a tax position taken in the Company’s income tax returns. As of December 31, 2022 and
2021, the Company had no uncertain tax positions which affected its financial position and its results of
operations or its cash flows and will continue to evaluate for uncertain tax positions in the future. There
are no interest costs or penalties provided for in the Company’s consolidated financial statements for the
years ended December 31, 2022 and 2021. If at any time the Company should record interest and penalties
in connection with income taxes, the i nterest and the penalties will be expensed within the general and
administrative expenses category in the accompanying consolidated statement of operations.
Patents
The patents were principally acquired as part of acquisitions more than 10 years ago and have an estimated
useful life of 7 years. Accordingly, the Company recorded an amortization charge of $24,570 and $0 for
the nine months ended September 30, 2023 and 2022, respectively. Annual amortization expense of
approximately $67,000 is expected for the next 5 years.
Description
Cost
Accumulated
amortization
and
impairments
Net
carrying
value at
September
30, 2023
Development costs $ 293,750 $ 293,750 $ -0-
Patents 3,698,362 3,681,224 17,138
Patents 469,783 114,112 355,671
Total $ 4,461,894 $ 4,089,085 $ 372,809
Comprehensive Income (Loss)
The Company follows ASC 220 "Comprehensive Income”. ASC 220 establishes standards for the reporting
and displaying of comprehensive income and its components. Comprehensive income is defined as the
change in equity of a business during a period from transactions and other event s and circumstances from
non-owners’ sources. It includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. ASC 220 requires other comprehensive income (loss)
to include foreign currency tr anslation adjustments and unrealized gains and losses on available for sale
securities.
Net income (loss) per share
Basic net income ( loss) per share is computed by dividing net income ( loss) available to common
stockholders by the weighted average number of common shares outstanding during the period. Diluted net
loss per share is computed by dividing net loss by the sum of the weighted average number of common
shares outstanding, including common stock equivalents , during the period. For periods in which the
Company reports a net loss, diluted net loss per share is the same as basic net loss per share. For the nine
months ended September 30, 2022 the diluted shares outstanding was approximat ely 23.0 billion shares
(which includes the effect of the potentially dilutive shares issuable upon conversion of the preferred shares
and note payable) and the earnings per share was $0.00 per share.
claimallegation
The EPS notes describe approximately 17.5 billion potential common shares from preferred conversion and 270 million from notes excluded as a
The EPS notes describe approximately 17.5 billion potential common shares from preferred conversion and 270 million from notes excluded as antidilutive in 2023. Potential conversion is not issued stock or current float; the 23 billion diluted-share discussion explicitly refers to 2022.
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The Company also accounts for uncertain tax positions in accordance with ASC Topic 740, “ Income
Taxes”. This guidance prescribes a more -likely-than-not threshold for financial statement recognition and
measurement of a tax position taken in the Company’s income tax returns. As of December 31, 2022 and
2021, the Company had no uncertain tax positions which affected its financial position and its results of
operations or its cash flows and will continue to evaluate for uncertain tax positions in the future. There
are no interest costs or penalties provided for in the Company’s consolidated financial statements for the
years ended December 31, 2022 and 2021. If at any time the Company should record interest and penalties
in connection with income taxes, the i nterest and the penalties will be expensed within the general and
administrative expenses category in the accompanying consolidated statement of operations.
Patents
The patents were principally acquired as part of acquisitions more than 10 years ago and have an estimated
useful life of 7 years. Accordingly, the Company recorded an amortization charge of $24,570 and $0 for
the nine months ended September 30, 2023 and 2022, respectively. Annual amortization expense of
approximately $67,000 is expected for the next 5 years.
Description
Cost
Accumulated
amortization
and
impairments
Net
carrying
value at
September
30, 2023
Development costs $ 293,750 $ 293,750 $ -0-
Patents 3,698,362 3,681,224 17,138
Patents 469,783 114,112 355,671
Total $ 4,461,894 $ 4,089,085 $ 372,809
Comprehensive Income (Loss)
The Company follows ASC 220 "Comprehensive Income”. ASC 220 establishes standards for the reporting
and displaying of comprehensive income and its components. Comprehensive income is defined as the
change in equity of a business during a period from transactions and other event s and circumstances from
non-owners’ sources. It includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. ASC 220 requires other comprehensive income (loss)
to include foreign currency tr anslation adjustments and unrealized gains and losses on available for sale
securities.
Net income (loss) per share
Basic net income ( loss) per share is computed by dividing net income ( loss) available to common
stockholders by the weighted average number of common shares outstanding during the period. Diluted net
loss per share is computed by dividing net loss by the sum of the weighted average number of common
shares outstanding, including common stock equivalents , during the period. For periods in which the
Company reports a net loss, diluted net loss per share is the same as basic net loss per share. For the nine
months ended September 30, 2022 the diluted shares outstanding was approximat ely 23.0 billion shares
(which includes the effect of the potentially dilutive shares issuable upon conversion of the preferred shares
and note payable) and the earnings per share was $0.00 per share.
claimallegation
Series A terms include a $5,000 liquidation preference; the front section says B has the same liquidation/dividend rights as A, while Note E
Series A terms include a $5,000 liquidation preference; the front section says B has the same liquidation/dividend rights as A, while Note E describes B’s $1 face-value dividend and liquidation terms. The note says A is classified outside equity, while the balance-sheet equity section displays its amount. The governing designations and accounting reconciliation are needed before selecting either description.
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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: September 30, 2023
Total shares outstanding: 87,300,000 as of: September 30, 2023
Total number of shareholders of record: 4 as of: September 30, 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: September 30, 2023
Total shares outstanding: 150,000 as of: September 30, 2023
Total number of shareholders of record: 2 as of: September 30, 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 on issued and outstanding shares of the Series
A Preferred shall be payable quarterly in arrears if declared by the Board of Directors
on a semi-annual basis. Dividends will be paid in Common Stock.
The holders of the Series A Preferred shall have the right to vote on any of the
following matters: (i) the creation, authorization, or issuance of any class or series of
shares ranking on a parity with or senior to the Series A Preferred with respect to
dividends or upon the liquidation, dissolution, or winding up of the Corporation, and
(ii) any agreement or other corporate action which would adversely affect the powers,
rights, or preferences of the holders of the Series A Preferred.
Series A Preferred conversion rights exchanges 1 share of Series A Preferred for 250
shares of the Company’s common stock. The stated conversion price of $.10 per
shares is subject to certain anti -dilution provisions in the event the Company issues
shares of its common stock or common stock equivalents below the stated conversion
price.
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and after payment of any senior liquidation preferences of
any series of Preferred Stock and before any distribution or payment is made with
respect to any Common Stock, holders of each share of the Series A Preferred shall
be entitled to be paid an amount equal in the greater of (a) the face value denominated
thereon subject to adjustment for stock splits, stock dividends, reorganizations,
reclassification or other similar events (the "Adjusted Face Value") plus, in the case
claimallegation
Note E states 100 million B authorised and 87.3 million outstanding but calls the balance in treasury 6.7 million; subtraction produces 12.7
Note E states 100 million B authorised and 87.3 million outstanding but calls the balance in treasury 6.7 million; subtraction produces 12.7 million. It reports undeclared accumulated B dividends $1,704,000 and says such dividends are not recorded until declared. These figures do not themselves prove a presently payable cash dividend.
Read the anchor · page 38
rights agreement, the Company agrees to pay the holders of the Series A Preferred liquidated damage in an
amount equal to 1.5% of the aggregate amount invested by the holders for each 30- day period or pro rata
for any portion thereof following the date by which the registration statement should have been effective.
The initial registration statement was filed and declared effective by the SEC within the allowed time;
however, the Company has not maintained the effectiveness of the registration statement to date.
Accordingly, the Company issued 203,867 shares of common stock as liquidated damages on December
10, 2004. The Company has not been required to pay any further liquidated damages in connection with the
filing or on-going effectiveness of the registration statement.
Series B - Convertible Preferred stock
On February 19, 2004, the Company filed a Certificate of Designation creating a Series B Convertible
Preferred Stock classification for 800,000 shares and 2,850,000 in 2007.
In January 2009, April 2009, and December 2009, the Company issued 1,000,000, 3,850,000 and
16,500,000 shares, respectively of its Series B Preferred as a decision by the Board of Directors in order to
retain superior voting rights. In connection with the transaction, the Company recorded a beneficial
conversion discount of $800,000 - preferred dividend relating to the issuance of the convertible preferred
stock in 2004. In April 2010 and October 2010, the Company issued 25,000,000 and 50,000,000 shares
respectively of its Series B Preferred. In May 2021, Director Downing converted 3,000,000 shares of Series
B Preferred to Common Stock to fund acquisitions and management incentive plans. Subsequently,
common stock converted from 2,000,000 shares of Series B were returned to the Treasury. In December
2021, by approved motion of the Board of Directors, 3,000,000 shares of Series B were issued to Director
Downing. There are 100,000,000 shares of Series B Preferred authorized, and 87,300,000 shares of Series
B Preferred shares issued and outstanding as of September 30, 2023, with the balance of 6,700,000 Series
B Preferred shares in the Treasury from shares returned by Director Ringo and Director Downing for future
development as a Defense Technology company.
The holders of the Series B Preferred shall have the right to vote, separately as a single class, at a meeting
of the holders of the Series B Preferred or by such holders' written consent or at any annual or special
meeting of the stockholders of the Corporation on any of the following matters: (i) the creation,
authorization, or issuance of any class or series of shares ranking on a parity with or senior to the Series B
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 B Preferred.
The holders of record of the Series B Preferred shall be entitled to receive cumulative dividends at the rate
of twelve percent per annum (12%) on the face value ($1.00 per share) when, if and as declared by the
Board of Directors, if ever. All dividends, when paid, shall be payable in cash, or at the option of the
Company, in shares of the Company’s common stock. Dividends on shares of Series B Preferred that have
not been redeemed shall be payable quarterly in arrears, when, if and as declared by the Board of Directors,
if ever, on a semi -annual basis. No dividend or distribution other than a dividend or distribution paid in
Common Stock or in any other junior stock shall be declared or paid or set aside for payment on the
Common Stock or on any other juni or 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 September 30, 2023, no dividends have been declared and $1,704,000 in dividends
were accumulated.
Upon any liquidation, dissolution or winding up of the C ompany, 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
claimallegation
Series B carries 200 votes and converts to 200 common per share, described as poison-pill voting protection. The holder table gives Schmidt
Series B carries 200 votes and converts to 200 common per share, described as poison-pill voting protection. The holder table gives Schmidt 47 million B (53.8% of that class), Downing 5.3 million (6.1%), Isely 5 million (5.7%), and Montague Capital Partners/Denis Kalenja 30 million (34.4%). These are class percentages, not percentages of aggregate voting power.
Read the anchor · page 4
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: September 30, 2023
Total shares outstanding: 87,300,000 as of: September 30, 2023
Total number of shareholders of record: 4 as of: September 30, 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: September 30, 2023
Total shares outstanding: 150,000 as of: September 30, 2023
Total number of shareholders of record: 2 as of: September 30, 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 on issued and outstanding shares of the Series
A Preferred shall be payable quarterly in arrears if declared by the Board of Directors
on a semi-annual basis. Dividends will be paid in Common Stock.
The holders of the Series A Preferred shall have the right to vote on any of the
following matters: (i) the creation, authorization, or issuance of any class or series of
shares ranking on a parity with or senior to the Series A Preferred with respect to
dividends or upon the liquidation, dissolution, or winding up of the Corporation, and
(ii) any agreement or other corporate action which would adversely affect the powers,
rights, or preferences of the holders of the Series A Preferred.
Series A Preferred conversion rights exchanges 1 share of Series A Preferred for 250
shares of the Company’s common stock. The stated conversion price of $.10 per
shares is subject to certain anti -dilution provisions in the event the Company issues
shares of its common stock or common stock equivalents below the stated conversion
price.
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and after payment of any senior liquidation preferences of
any series of Preferred Stock and before any distribution or payment is made with
respect to any Common Stock, holders of each share of the Series A Preferred shall
be entitled to be paid an amount equal in the greater of (a) the face value denominated
thereon subject to adjustment for stock splits, stock dividends, reorganizations,
reclassification or other similar events (the "Adjusted Face Value") plus, in the case
claimallegation
Related-party principal totals $2,859,027: Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and all others $640,461. Associated interest
Related-party principal totals $2,859,027: Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and all others $640,461. Associated interest totals $1,412,828. These are reported liabilities, not proof of when advances were funded or whether later repayments occurred.
Read the anchor · page 39
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 (the "Adjusted Face Value") plus, in the case of each share, an amount equal to all dividends
accrued or declared but unpaid thereon, computed to the date payment thereof is made available, or (b) such
amount per share of the Series 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, such amount payable with respect to the Series B Preferred being
sometimes referred to as the "Liquidation Payments."
Series C - Convertible Preferred stock
On November 13, 2006, the Company filed a Certificate of Designation creating a Series C Convertible
Preferred Stock classification for 100,000 shares. This was subsequently amended on January 11, 2007, to
150,000 shares.
In December 2006, the Company issued 100,000 shares of its Series C Preferred stock in conjunction with
the acquisition of SPE Technologies, Inc. The shares of the Series C Preferred are non- voting and
convertible, at the option of the holder, into common shares one year from issuance. The number of common
shares to be issued per Series C share is 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. None 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 September 30, 2023.
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 September 30, 2023, no dividends have been declared and $- 0- in dividends were
accumulated.
Common stock
The Company has authorized 7,000,000,000 shares of common stock, with a par value of $.001 per share.
On July 28, 2010, the Board of Directors approved a motion to authorize a reverse split of the outstanding
stock of 200:1. As of September 30, 2023 and December 31, 2022, the Company has 5,718,914,810 and
had 5,587,666,363 shares outstanding, respectively.
NOTE F - RELATED PARTY TRANSACTIONS
From time to time, the Company's principal officers have advanced funds to the Company for working
capital purposes in the form of unsecured promissory notes, accruing interest at 8% to 12% per annum.
Loans from Officers
Officer Principal Due Interest
Rate
Accrued Interest at
09/30/23
David Downing $1,133,606 10% $319,573
Mark Schmidt 679,599 10% 245,657
claimallegation
Management states accumulated losses around $46 million and current liabilities exceeding current assets around $13 million; the balance she
Management states accumulated losses around $46 million and current liabilities exceeding current assets around $13 million; the balance sheet gives a $13,293,292 working-capital deficit. It expresses confidence but acknowledges further financing may fail, with possible reduced development, licensing, asset sale, cessation or bankruptcy. Those are conditional risks, not events reported as having occurred.
Read the anchor · page 40
John Ringo 405,361 10% 304,104
All others 640,461 10% 543,494
Total $2,859,027 $1,412,828
NOTE G - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company
stockholders. The Agreements are generally for a term of 12 months from inception and renewable
automatically from year to year unless either the Company or Consultant terminates such engagement by
written notice.
Litigation
The Parties involved in the A tlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux
Corporation and Mark D. Schmidt have reached a settlement of the litigation.
The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its
business. Although occasional adverse decisions or settlements may occur, the Company believes that the
final disposition of such matters should not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NOTE H - 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 September 30, 2023, the Company incurred
accumulated losses of approximately $46,000,000. The Company’s current liabilities exceeded its current
assets by approximately $13,000,000 as of September 30, 2023. The Company has undergone significant
transformation in the past few months refocusing its business , disposing certain businesses, acquiring
Datron Worldwide Communications, and receiving a significant sales order from the DoD . While these
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 – 2024 will ensure the Company is an ongoing
growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct business units through
acquisitions, organic growth and new customers and products that will 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. The Company may raise additional funding from i ts
current set of investors. In addition, we are seeking to engage a financial advisor to pursue additional capital
funding or other strategic transactions and 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. 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;
claimallegation
Note G says AWH and Secure Community litigation against Cyberlux and Schmidt has been settled, and describes other legal matters as ordinary
Note G says AWH and Secure Community litigation against Cyberlux and Schmidt has been settled, and describes other legal matters as ordinary-course without expected material adverse effect. Settled litigation and a no-material-pending response have different scopes; neither establishes release terms, performance of settlement or absence of all disputes.
Read the anchor · page 40
John Ringo 405,361 10% 304,104
All others 640,461 10% 543,494
Total $2,859,027 $1,412,828
NOTE G - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company
stockholders. The Agreements are generally for a term of 12 months from inception and renewable
automatically from year to year unless either the Company or Consultant terminates such engagement by
written notice.
Litigation
The Parties involved in the A tlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux
Corporation and Mark D. Schmidt have reached a settlement of the litigation.
The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its
business. Although occasional adverse decisions or settlements may occur, the Company believes that the
final disposition of such matters should not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NOTE H - 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 September 30, 2023, the Company incurred
accumulated losses of approximately $46,000,000. The Company’s current liabilities exceeded its current
assets by approximately $13,000,000 as of September 30, 2023. The Company has undergone significant
transformation in the past few months refocusing its business , disposing certain businesses, acquiring
Datron Worldwide Communications, and receiving a significant sales order from the DoD . While these
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 – 2024 will ensure the Company is an ongoing
growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct business units through
acquisitions, organic growth and new customers and products that will 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. The Company may raise additional funding from i ts
current set of investors. In addition, we are seeking to engage a financial advisor to pursue additional capital
funding or other strategic transactions and 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. 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;
claimallegation
Non-related notes total $14,813,625: the two $2 million acquisition notes, $5.25 million RB notes and $5,563,625 other notes, including $1.1
Non-related notes total $14,813,625: the two $2 million acquisition notes, $5.25 million RB notes and $5,563,625 other notes, including $1.14 million convertible at .0045. The subsequent-events section limits detail citing defence sensitivity and says no events requiring financial-statement adjustment were identified; that is management’s disclosure position, not independent proof that no later events occurred.
Read the anchor · page 41
• 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 continues to raise additional capital through the issuance of convertible notes payable. The
Company is in discussions with investment bankers to raise additional capital in the public or private
markets. There is no assurance that such financing can be completed. However, no assurance can be given
that Management’s actions will result in profitable operations or the resolution of its liquidity problems.
NOTE I – NOTE PAYABLES, NONRELATED PARTIES
At September 30, 2023 and December 31, 2022, the notes payable to non- related parties consist of the
following:
Balance
outstanding
at September
30, 2023
Balance
outstanding
at December
31, 2022
Interest rate Conversion terms
Datron
acquisition
note 1
$2,000,000 $0 3% 90% VWAP
Datron
acquisition
note 2
2,000,000 0 5% 85% VWAP
Note
payable
RB Capital
5,250,000 5,250,000 5% $0.25 per share
Others 5,563,625 1,848,993 5% $1,140,000 is convertible at $0.0045 per
share
Total $14,813,625 $7,098,993
NOTE J - SUBSEQUENT EVENTS
Given the defense technology markets we are now serving, Management had determined that it is prudent,
and in some cases required, to limit the details of “subsequent events”. For the consolidated financial
statements as at and for the nine months ended September 30, 2023, we have evaluated subsequent events
through the date the consolidated financial statements were available to be issued and determined that there
have been no events that have occurred that would require adjustments to our disclosures in the consolidated
financial statements.
claimallegation
2023 issuance rows include June 21 voting-protection B shares: Schmidt 9 million and Isely 5 million; January 20 Montague 30 million B; Janu
2023 issuance rows include June 21 voting-protection B shares: Schmidt 9 million and Isely 5 million; January 20 Montague 30 million B; January 19 cancellation 7.2 million B; May 18 negative 20 million B under a New label, explained as Richard P. Brown certificates reportedly returned in 2010 but never received by the transfer agent. The filing supplies the explanation, not independent transfer-agent verification.
Read the anchor · page 6
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Check this box to indicate there were no changes to the number of outstanding shares within the
past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2020 Common: 4,481,275,578
Preferred: A: 26.9806
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.
new
issuance,
cancellation,
shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/per
share) at
Issuance
Were the
shares
issued at
a
discount
to market
price at
the time
of
issuance?
(Yes/No)
Individual/
Entity Shares
were issued to
(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.
07/10/2023 New 5,000,000 Common 0.001 Yes Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.001 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)
claimallegation
Common issuance rows identify July 10 Phillip Tucker and Neill Whiteley 5 million each and July 7 Matt Jones 10 million; May 22 Kreatx SHPK
Common issuance rows identify July 10 Phillip Tucker and Neill Whiteley 5 million each and July 7 Matt Jones 10 million; May 22 Kreatx SHPK 25 million for separation; May 18 Igor Stanisavljev and Chris Damvakaris 10 million each for termination; May 11 Back Forty Strategies/LTG Paul Ostrowski 10 million advisory; April 19 Julio Cordoba 10 million settlement. Earlier 2023 rows include teaming shares, acquisition representation and stock purchases; each stated purpose remains attributed, not a valuation of services.
Read the anchor · page 6
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Check this box to indicate there were no changes to the number of outstanding shares within the
past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2020 Common: 4,481,275,578
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,
cancellation,
shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/per
share) at
Issuance
Were the
shares
issued at
a
discount
to market
price at
the time
of
issuance?
(Yes/No)
Individual/
Entity Shares
were issued to
(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.
07/10/2023 New 5,000,000 Common 0.001 Yes Catalyst
Machineworks
/ Phillip
Tucker
Acquisition
Agreement
Restricted 4(a)(2)
07/10/2023 New 5,000,000 Common 0.001 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)
claimallegation
The historical issuance schedule includes Cameron Holt 10 million common in December 2022, Robert Bret Velicovich 10 million, and other advi
The historical issuance schedule includes Cameron Holt 10 million common in December 2022, Robert Bret Velicovich 10 million, and other advisory, financing and services rows. It identifies Charles D. Watts 50 million for debt settlement on 8 October 2021, 5,384,615 for legal fees on 21 July, and Charles D. Watts, JR 5 million legal-fee shares on 14 July. Repeated purchaser rows remain as printed; Cameron Holt must not be merged with Jackson Holt.
Read the anchor · page 8
David
Downing
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)
12/06/2022 New 62,500,000 Common 0.0016 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Debt Purchase
Agreement
Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Conversion of
$500,000
Promissory
Note
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Stock Purchase
Agreement
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood
Theater, LLC /
Michael
Sinensky
Stock Purchase
Agreement
Restricted 4(a)(2)
08/15/2022 New 200,000,000 Common 0.00125 No RB Capital
Partners, Inc. /
Brett Rosen/
Deborah
Braun
Debt Purchase
Agreement
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)
claimallegation
Five RB Capital Partners note rows total $5.25 million principal, carry $0.25 conversion terms, and name Brett Rosen and Deborah Braun. Outs
Five RB Capital Partners note rows total $5.25 million principal, carry $0.25 conversion terms, and name Brett Rosen and Deborah Braun. Outstanding balances including interest sum to $5,529,281; the header dates those balances 31 December 2022, not September 2023. One principal cell visibly prints 1,500,00. Cyberlux says renegotiation is underway; neither renegotiated terms nor payment is proved.
Read the anchor · page 13
For its Quarterly Report, would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2021 through September 30, 2023
pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
None.
B) Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes,
convertible debentures, or any other debt instruments that may be converted into a class of
the issuer’s equity securities:
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Date of
Note
Issuance
Outstanding
Balance ($)
(including
interest) at
12/31/2022
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
(entities must have
individual with
voting / investment
control disclosed).
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
11/08/2021 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
Total; 5,250,000
Use the space below to provide any additional details, including footnotes to the table above:
Cyberlux is currently engaged with RB Capital to renegotiate the outstanding
indebtedness.
claimallegation
Cyberlux reports an August 29, 2023 $78.9 million K8 award framed as DoD/USAI business, $38,700,600 advance received by September 30, and sh
Cyberlux reports an August 29, 2023 $78.9 million K8 award framed as DoD/USAI business, $38,700,600 advance received by September 30, and shipment completion expected March 2024. This is the issuer’s contemporary description and forecast; it does not identify a direct-government contracting instrument or establish completed delivery, acceptance or earned revenue.
Read the anchor · page 14
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Cyberlux Corporation (the "Company") 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 commercial and industrial users.
During the nine months ended September 30, 2023, the Company has refocused its
operations to the provision of unmanned aircraft systems and advanced communications
systems, including through the following transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS 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 periods ended June 30, 2023, 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.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the
issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million
advance made to Datron World Communications, Inc. by Datron Holdings, Inc.
The 1st note bears interest at 3% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 90% of the VWAP after
September 2024.
The 2nd note bears interest at 5% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 85% of the VWAP after
September 2024.
The acquisition was accounted for as an acquisition of a business, and the purchase price of
approximately $10.5 million was allocated to net current assets of $1.3 million and the
remaining $9.2 million was allocated to technology based intangible assets, which are to be
claimallegation
The Datron purchase is dated September 8, 2023 in the business section and September 16 in Note A. Reported consideration comprises $3 milli
The Datron purchase is dated September 8, 2023 in the business section and September 16 in Note A. Reported consideration comprises $3 million cash, two $2 million notes and cancellation of a $3.5 million Datron Holdings advance, approximately $10.5 million total. The first note bears 3%, the second 5%, due September 2026, with conversion after September 2024 at 90% and 85% of VWAP respectively.
Read the anchor · page 14
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Cyberlux Corporation (the "Company") 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 commercial and industrial users.
During the nine months ended September 30, 2023, the Company has refocused its
operations to the provision of unmanned aircraft systems and advanced communications
systems, including through the following transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS 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 periods ended June 30, 2023, 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.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the
issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million
advance made to Datron World Communications, Inc. by Datron Holdings, Inc.
The 1st note bears interest at 3% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 90% of the VWAP after
September 2024.
The 2nd note bears interest at 5% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 85% of the VWAP after
September 2024.
The acquisition was accounted for as an acquisition of a business, and the purchase price of
approximately $10.5 million was allocated to net current assets of $1.3 million and the
remaining $9.2 million was allocated to technology based intangible assets, which are to be
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
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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
Cameron Holt
Read the anchor · page 8
David
Downing
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)
12/06/2022 New 62,500,000 Common 0.0016 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Debt Purchase
Agreement
Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Conversion of
$500,000
Promissory
Note
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman
Investments
PR, LLC /
Roman
Vinfield
Stock Purchase
Agreement
Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood
Theater, LLC /
Michael
Sinensky
Stock Purchase
Agreement
Restricted 4(a)(2)
08/15/2022 New 200,000,000 Common 0.00125 No RB Capital
Partners, Inc. /
Brett Rosen/
Deborah
Braun
Debt Purchase
Agreement
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)
entityobservation
Mark D. Schmidt
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
entityobservation
David D. Downing
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
entityobservation
John W. Ringo
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
entityobservation
Larson J. Isely
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
entityobservation
Aaron Goodman
Read the anchor · page 17
Using the table below, please provide information, as of the period end date of this report, regarding
any officers, or directors of the company, individuals or entities controlling more that 5% of any
class of the issuer’s securities, or any person that performs a similar function, regardless of the
number of shares they own. If any Insiders listed are corporate shareholders or entities, provide
the name and address of the person(s) beneficially owning or controlling such corporate
shareholders, or the name and contact information (City, State) of an individual representing
the corporation or entity in the note section.
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
shareholders.
Name of
Officer/Director
or Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of more than
5%)
Residential
Address (City
/ State Only)
Number
of shares
owned
Share
type/class
Ownership
Percentage
of Class
Outstanding Note
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
53.8%
Restricted
Common
Poison-Pill
Voting Control
Protection
David D. Downing Officer
CFO
Director
Marietta, OH 42,500
5,300,000
Common
Series B
Less than
1%
6.1%
Restricted
Common
Poison-Pill
Voting Control
Protection
John W. Ringo Corporate
Counsel
Secretary
Director
Atlanta, GA 123,783 Common Less than
1%
Restricted
Common
Larson J. Isely Chief
Technology
Officer and
General Manager
of Unmanned
Aircraft Systems
Durham, NC 5,000,000 Series B 5.7% Poison-Pill
Voting Control
Protection
Aaron Goodman Director Waccabuc,
NY
70,000,000 Common 1.253% Restricted
Common
entityobservation
Datron World Communications, Inc.
Read the anchor · page 14
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current
operations, state “no operations”)
Cyberlux Corporation (the "Company") 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 commercial and industrial users.
During the nine months ended September 30, 2023, the Company has refocused its
operations to the provision of unmanned aircraft systems and advanced communications
systems, including through the following transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS 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 periods ended June 30, 2023, 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.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the
issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million
advance made to Datron World Communications, Inc. by Datron Holdings, Inc.
The 1st note bears interest at 3% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 90% of the VWAP after
September 2024.
The 2nd note bears interest at 5% per annum and is due September 2026. The holder can
elect to the convert the note into shares of common stock at 85% of the VWAP after
September 2024.
The acquisition was accounted for as an acquisition of a business, and the purchase price of
approximately $10.5 million was allocated to net current assets of $1.3 million and the
remaining $9.2 million was allocated to technology based intangible assets, which are to be
entityobservation
RB Capital Partners
Read the anchor · page 13
For its Quarterly Report, would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2021 through September 30, 2023
pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
None.
B) Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes,
convertible debentures, or any other debt instruments that may be converted into a class of
the issuer’s equity securities:
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Date of
Note
Issuance
Outstanding
Balance ($)
(including
interest) at
12/31/2022
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
(entities must have
individual with
voting / investment
control disclosed).
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
11/08/2021 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 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
Total; 5,250,000
Use the space below to provide any additional details, including footnotes to the table above:
Cyberlux is currently engaged with RB Capital to renegotiate the outstanding
indebtedness.
entityobservation
Brett Rosen
Read the anchor · page 13
For its Quarterly Report, would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2021 through September 30, 2023
pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
None.
B) Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes,
convertible debentures, or any other debt instruments that may be converted into a class of
the issuer’s equity securities:
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Date of
Note
Issuance
Outstanding
Balance ($)
(including
interest) at
12/31/2022
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
(entities must have
individual with
voting / investment
control disclosed).
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
11/08/2021 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
Total; 5,250,000
Use the space below to provide any additional details, including footnotes to the table above:
Cyberlux is currently engaged with RB Capital to renegotiate the outstanding
indebtedness.
inferenceinference
The reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow
The reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
inferenceinference
The issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance o
The issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
otherattribution
Complete supplied 42-page source reviewed at SHA-256 6172b2a22d7ba251f3f797bc4b2d4aabf42410ea082b28de543336a2e2d31637. Source assertions, or
Complete supplied 42-page source reviewed at SHA-256 6172b2a22d7ba251f3f797bc4b2d4aabf42410ea082b28de543336a2e2d31637. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Issuer quarterly report for 30 September 2023, certified 20 November 2023; claims preserve unaudited management attribution and printed discrepancies
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
Quarterly Report
For the Period Ending:
September 30, 2023
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,718,914,810 as of September 30, 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 def ined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or m ore 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 closing documents and accountant workpapers reconcile the Datron dates, acquisition response, preliminary allocation and separation da
Which closing documents and accountant workpapers reconcile the Datron dates, acquisition response, preliminary allocation and separation dates?
questionquestion
Which transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and prefe
Which transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
questionquestion
Which bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earn
Which bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
questionquestion
Which original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing th
Which original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
questionquestion
Does the reported $38.7 million advance establish earned revenue or profitable performance?
claimallegation
Quarter-end cash, inventory and deposit classification
At 30 September 2023, Cyberlux reports $16,893,524 cash, $14,693,095 inventory and a $38,700,600 customer-deposit liability.
Read the anchor · page 25
Consolidated Balance Sheet
September 30, 2023 and December 31, 2022
(Unaudited)
September
30, 2023
December
31, 2022
Assets
Current assets:
Cash & cash equivalents $ 16,893,524 $ 953,105
Accounts receivable, net of allowance for doubtful accounts 1,140,100 4,937,107
Inventory 14,693,095 519,341
Other current assets 314,050 1,849,230
Total current assets 33,040,769 8,258,783
Property, plant and equipment, net of accumulated
depreciation 587,890 863,668
Other Assets:
Patents, net of accumulated amortization 372,809 8,265
Intangible assets, net of accumulated amortization 12,714,063 -
Investment in unconsolidated subsidiaries 200,001 3,156,293
Total Assets $ 46,915,532 $ 12,287,009
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 1,444,329
$2,024,460
Accrued interest 2,327,146 1,974,478
Customer deposits 38,700,600 -
Accrued liabilities 3,861,986 1,637,750
Total current liabilities
46,334,061 5,636,688
Long-term liabilities:
Notes payable, related parties 2,859,027 3,384,267
Notes payable, non-related parties 14,813,625 7,098,993
Deferred revenues 3,952,825 79,342
Total long-term liabilities 21,625,477 10,562,602
claimallegation
Advance received by quarter end
Cyberlux reports receiving $38,700,600 in advance payments by 30 September 2023.
Read the anchor · page 14
ct of $78.9 million
to deliver Cyberlux K8 Unmanned Aircraft Systems as reflected by the United States
Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. As of
September 30, 2023, the Company has received advance payments for the purchase of such
systems from the DoD in the amount of $38,700,600. The completion of shipment of the
systems is expected to occur by March 2024.
3. On September 8, 2023, the Company acquired 100% of the outstanding stock of
Datron World Communications, Inc. (“Datron”), a provider of communications solutions to
government, militaries, and industrial users globally. The purchase price consisted of the
payment of $3.0 million at closing, issuance of a $2.0 million note payable (
claimallegation
Inventory composition
Cyberlux reports $4,036,620 of components, $11,622,798 of work in progress and $459,302 of finished goods before a $1,425,626 obsolescence allowance.
Read the anchor · page 32
inventory allowances based on estimates of obsolete inventories. Inventories consist of products
available for sale to distributors and custom ers as well as raw material s. The Work in progress primarily
relates to the products being built for the DoD as noted in Note A2 above.
Components of inventories as of September 30, 2023 and December 31, 2022 are as follows:
2023 2022
Component parts $ 4,036,620 $ 62,093
Work in progress 11,622,798 0
Finished goods 459,302 457,248
Less: allowance for obsolete inventory (1,425,626) 0
$ 14,693,0985 $ 519,341
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,
allegation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Cyberlux reports that it was awarded a $78.9 million K8 contract on 29 August 2023.supports{"timeline_thread":"programme","timeline_thread_label":"Procurement & programme"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
At 30 September 2023, Cyberlux reports $16,893,524 cash, $14,693,095 inventory and a $38,700,600 customer-deposit liability.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 database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 31. This is an identifier-based publication link, not a name match.
Cyberlux reports $4,036,620 of components, $11,622,798 of work in progress and $459,302 of finished goods before a $1,425,626 obsolescence allowance.relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 26. This is an identifier-based publication link, not a name match.
Cyberlux reports receiving $38,700,600 in advance payments by 30 September 2023.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 database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 31. This is an identifier-based publication link, not a name match.
Cyberlux reports receiving $38,700,600 in advance payments by 30 September 2023.supportsCyberlux reports receiving $38,700,600 in advance payments by 30 September 2023.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
Cyberlux reports $4,036,620 of components, $11,622,798 of work in progress and $459,302 of finished goods before a $1,425,626 obsolescence allowance.supportsCyberlux reports $4,036,620 of components, $11,622,798 of work in progress and $459,302 of finished goods before a $1,425,626 obsolescence allowance.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
At 30 September 2023, Cyberlux reports $16,893,524 cash, $14,693,095 inventory and a $38,700,600 customer-deposit liability.supportsAt 30 September 2023, Cyberlux reports $16,893,524 cash, $14,693,095 inventory and a $38,700,600 customer-deposit liability.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
{"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.
Operating cash-flow adjustments include the $38,700,600 customer-deposit increase, $4,937,107 receivable decrease and $7,059,531 inventory increase, plus other printed adjustments. Subtracting the deposit inflow from reported operating inflow gives negative $16,931,626. This is a sensitivity calculation, not free cash flow, a tracing of particular dollars, or proof of unauthorised expenditure.supportsDoes the reported $38.7 million advance establish earned revenue or profitable performance?
Specifically named source propositions support the bounded distinction or question.
The Datron purchase is dated September 8, 2023 in the business section and September 16 in Note A. Reported consideration comprises $3 million cash, two $2 million notes and cancellation of a $3.5 million Datron Holdings advance, approximately $10.5 million total. The first note bears 3%, the second 5%, due September 2026, with conversion after September 2024 at 90% and 85% of VWAP respectively.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
Operating cash-flow adjustments include the $38,700,600 customer-deposit increase, $4,937,107 receivable decrease and $7,059,531 inventory increase, plus other printed adjustments. Subtracting the deposit inflow from reported operating inflow gives negative $16,931,626. This is a sensitivity calculation, not free cash flow, a tracing of particular dollars, or proof of unauthorised expenditure.supportsThe reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
Specifically named source propositions support the bounded distinction or question.
Note E states 100 million B authorised and 87.3 million outstanding but calls the balance in treasury 6.7 million; subtraction produces 12.7 million. It reports undeclared accumulated B dividends $1,704,000 and says such dividends are not recorded until declared. These figures do not themselves prove a presently payable cash dividend.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
The September balance sheet reports cash $16,893,524, receivables $1,140,100, inventory $14,693,095, current assets $33,040,769, intangibles $12,714,063 and total assets $46,915,532. Current liabilities $46,334,061 include customer deposits $38,700,600; long-term liabilities total $21,625,477, and reported stockholders’ deficiency is $21,178,907.supportsThe reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
Specifically named source propositions support the bounded distinction or question.
Current liabilities include commissions payable $2,629,624 and payroll/taxes/other $1,232,362, together matching the balance-sheet accrued-liability figure $3,861,986. Commissions are a reported payable; the filing does not identify each payee, cash payment or earned-service support.supportsWhich bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
Specifically named source propositions support the bounded distinction or question.
The comparative Q3 2022 operating result prints positive $4,084,782 although gross profit $153,672 less operating expenses $4,238,454 yields a loss of that amount. Its EPS prints positive .001 beside a net loss. For Q3 2023 the printed operating result and other lines produce a net loss $18,024,267, $17,999 different from the printed net loss. These are internal presentation/arithmetic issues, not findings of intent.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The equity rollforward ends with 6,838,914,810 common shares issued and 5,718,914,810 outstanding, and common stock amount $6,838,915. The balance sheet instead prints $6,818,915, $20,000 lower and matching the rollforward’s June balance. Its listed equity components sum to negative $21,064,006, differing by $114,901 from the stated deficiency; no adjusting schedule is supplied.supportsWhich transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
Specifically named source propositions support the bounded distinction or question.
Cyberlux reports an August 29, 2023 $78.9 million K8 award framed as DoD/USAI business, $38,700,600 advance received by September 30, and shipment completion expected March 2024. This is the issuer’s contemporary description and forecast; it does not identify a direct-government contracting instrument or establish completed delivery, acceptance or earned revenue.supportsThe reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating inflow $21,768,974, investing outflow $6,094,746 and financing inflow $266,192. These reconcile exactly to the reported cash increase $15,940,420. Ending cash $16,893,525 is $1 above the balance sheet; net loss $17,768,726 is $1 different from the income statement. No interest or tax cash payment is reported; $4 million acquisition debt is disclosed as non-cash.supportsWhich bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
Specifically named source propositions support the bounded distinction or question.
The income statement reports Q3 revenue $419,006 and nine-month revenue $567,949; gross profit $204,723 and $167,179; operating losses $6,820,833 and $8,517,855; and net losses $18,006,268 and $17,768,727. The $38.7 million customer advance is therefore not reported as equivalent period revenue.supportsWhich bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
Specifically named source propositions support the bounded distinction or question.
Q3 expenses include G&A $5,896,027 and depreciation/amortisation $1,020,784, with disposal loss $11,027,358. Nine-month discontinued earnings are $2,296,869. The nine-month disposal-loss cell visibly reads (11,07,359), a malformed figure that must not be silently normalised.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The September balance sheet reports cash $16,893,524, receivables $1,140,100, inventory $14,693,095, current assets $33,040,769, intangibles $12,714,063 and total assets $46,915,532. Current liabilities $46,334,061 include customer deposits $38,700,600; long-term liabilities total $21,625,477, and reported stockholders’ deficiency is $21,178,907.supportsWhich bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
Specifically named source propositions support the bounded distinction or question.
Series A terms include a $5,000 liquidation preference; the front section says B has the same liquidation/dividend rights as A, while Note E describes B’s $1 face-value dividend and liquidation terms. The note says A is classified outside equity, while the balance-sheet equity section displays its amount. The governing designations and accounting reconciliation are needed before selecting either description.supportsWhich transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
Specifically named source propositions support the bounded distinction or question.
The 2023 common issuance rows total 126,248,447, whereas the headline outstanding increase is 131,248,447, a 5 million share gap requiring reconciliation. The equity rollforward’s Q3 loss is $18,007,905 versus the income statement’s $18,006,268. Source rows remain unaltered rather than assuming a missing issue or correcting management figures.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
Inventory note components are $4,036,620 parts, $11,622,798 work in progress and $459,302 finished goods less $1,425,626 allowance, summing to $14,693,094. The note visibly prints malformed total 14,693,0985 and the balance sheet $14,693,095. Work in progress is described as primarily for DoD products; it does not prove delivery or acceptance.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
Inventory note components are $4,036,620 parts, $11,622,798 work in progress and $459,302 finished goods less $1,425,626 allowance, summing to $14,693,094. The note visibly prints malformed total 14,693,0985 and the balance sheet $14,693,095. Work in progress is described as primarily for DoD products; it does not prove delivery or acceptance.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The past-12-month acquisitions/reorganisations response says None despite the detailed Datron acquisition. The general business section dates Kreatx/FBD/Havas separation June 30, whereas the subsidiary discussion specifically dates Kreatx April 1 and FBD/Havas June 30. The report supplies no reconciliation of these disclosure differences.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
The income statement reports Q3 revenue $419,006 and nine-month revenue $567,949; gross profit $204,723 and $167,179; operating losses $6,820,833 and $8,517,855; and net losses $18,006,268 and $17,768,727. The $38.7 million customer advance is therefore not reported as equivalent period revenue.supportsDoes the reported $38.7 million advance establish earned revenue or profitable performance?
Specifically named source propositions support the bounded distinction or question.
The income statement reports Q3 revenue $419,006 and nine-month revenue $567,949; gross profit $204,723 and $167,179; operating losses $6,820,833 and $8,517,855; and net losses $18,006,268 and $17,768,727. The $38.7 million customer advance is therefore not reported as equivalent period revenue.supportsThe reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
Specifically named source propositions support the bounded distinction or question.
The 2023 common issuance rows total 126,248,447, whereas the headline outstanding increase is 131,248,447, a 5 million share gap requiring reconciliation. The equity rollforward’s Q3 loss is $18,007,905 versus the income statement’s $18,006,268. Source rows remain unaltered rather than assuming a missing issue or correcting management figures.supportsWhich transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
Specifically named source propositions support the bounded distinction or question.
The past-12-month acquisitions/reorganisations response says None despite the detailed Datron acquisition. The general business section dates Kreatx/FBD/Havas separation June 30, whereas the subsidiary discussion specifically dates Kreatx April 1 and FBD/Havas June 30. The report supplies no reconciliation of these disclosure differences.supportsWhich closing documents and accountant workpapers reconcile the Datron dates, acquisition response, preliminary allocation and separation dates?
Specifically named source propositions support the bounded distinction or question.
Cyberlux reports an August 29, 2023 $78.9 million K8 award framed as DoD/USAI business, $38,700,600 advance received by September 30, and shipment completion expected March 2024. This is the issuer’s contemporary description and forecast; it does not identify a direct-government contracting instrument or establish completed delivery, acceptance or earned revenue.supportsDoes the reported $38.7 million advance establish earned revenue or profitable performance?
Specifically named source propositions support the bounded distinction or question.
Cyberlux reports an August 29, 2023 $78.9 million K8 award framed as DoD/USAI business, $38,700,600 advance received by September 30, and shipment completion expected March 2024. This is the issuer’s contemporary description and forecast; it does not identify a direct-government contracting instrument or establish completed delivery, acceptance or earned revenue.supportsWhich bank reconciliations, customer contract and revenue schedules support cash, advance classification, commissions and the timing of earned revenue?
Specifically named source propositions support the bounded distinction or question.
The equity rollforward ends with 6,838,914,810 common shares issued and 5,718,914,810 outstanding, and common stock amount $6,838,915. The balance sheet instead prints $6,818,915, $20,000 lower and matching the rollforward’s June balance. Its listed equity components sum to negative $21,064,006, differing by $114,901 from the stated deficiency; no adjusting schedule is supplied.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating inflow $21,768,974, investing outflow $6,094,746 and financing inflow $266,192. These reconcile exactly to the reported cash increase $15,940,420. Ending cash $16,893,525 is $1 above the balance sheet; net loss $17,768,726 is $1 different from the income statement. No interest or tax cash payment is reported; $4 million acquisition debt is disclosed as non-cash.supportsThe reported September cash position is inseparable from a large unearned customer-deposit liability. Positive reported operating cash flow does not establish operating profitability or completed contract performance.
Specifically named source propositions support the bounded distinction or question.
Reported common shares outstanding increase from 5,587,666,363 at December 2022 to 5,718,914,810 at September 2023; common authorisation is 7 billion. The report lists float 4,851,736,636 and 363 common holders of record; Series A 26.9806 outstanding, Series B 87.3 million and Series C 150,000. Outstanding, issued, float and potential conversion are different measures.supportsWhich transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
Specifically named source propositions support the bounded distinction or question.
Patent net carrying value is $372,809. Printed cost and accumulated-amortisation totals are each $1 below their component sums. PP&E components less accumulated depreciation sum to $587,883 versus printed $587,890. These small arithmetic differences are retained as source-quality limits and are not treated as material misstatement determinations.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating inflow $21,768,974, investing outflow $6,094,746 and financing inflow $266,192. These reconcile exactly to the reported cash increase $15,940,420. Ending cash $16,893,525 is $1 above the balance sheet; net loss $17,768,726 is $1 different from the income statement. No interest or tax cash payment is reported; $4 million acquisition debt is disclosed as non-cash.supportsWhich original accountant schedules resolve the income-statement signs, malformed amounts and interstatement differences without changing the retained source?
Specifically named source propositions support the bounded distinction or question.
The equity rollforward ends with 6,838,914,810 common shares issued and 5,718,914,810 outstanding, and common stock amount $6,838,915. The balance sheet instead prints $6,818,915, $20,000 lower and matching the rollforward’s June balance. Its listed equity components sum to negative $21,064,006, differing by $114,901 from the stated deficiency; no adjusting schedule is supplied.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
The Datron purchase is dated September 8, 2023 in the business section and September 16 in Note A. Reported consideration comprises $3 million cash, two $2 million notes and cancellation of a $3.5 million Datron Holdings advance, approximately $10.5 million total. The first note bears 3%, the second 5%, due September 2026, with conversion after September 2024 at 90% and 85% of VWAP respectively.supportsWhich closing documents and accountant workpapers reconcile the Datron dates, acquisition response, preliminary allocation and separation dates?
Specifically named source propositions support the bounded distinction or question.
The September balance sheet reports cash $16,893,524, receivables $1,140,100, inventory $14,693,095, current assets $33,040,769, intangibles $12,714,063 and total assets $46,915,532. Current liabilities $46,334,061 include customer deposits $38,700,600; long-term liabilities total $21,625,477, and reported stockholders’ deficiency is $21,178,907.supportsDoes the reported $38.7 million advance establish earned revenue or profitable performance?
Specifically named source propositions support the bounded distinction or question.
The comparative Q3 2022 operating result prints positive $4,084,782 although gross profit $153,672 less operating expenses $4,238,454 yields a loss of that amount. Its EPS prints positive .001 beside a net loss. For Q3 2023 the printed operating result and other lines produce a net loss $18,024,267, $17,999 different from the printed net loss. These are internal presentation/arithmetic issues, not findings of intent.supportsThe issuer’s own financial and share tables require reconciliation before an investigator can rely on a single figure for equity, issuance or acquisition timing. The preserved discrepancies support specific evidence requests, not a conclusion about intent.
Specifically named source propositions support the bounded distinction or question.
The preliminary Datron allocation is stated as $1.3 million net current assets and $9.2 million technology intangibles amortised over five years, plus approximately $2.2 million deferred tax liability. Allocation is expressly incomplete and expected by year end; Note A prints $1.3 without its million unit. These are provisional accounting estimates, not completed valuation evidence.supportsWhich closing documents and accountant workpapers reconcile the Datron dates, acquisition response, preliminary allocation and separation dates?
Specifically named source propositions support the bounded distinction or question.
Note E states 100 million B authorised and 87.3 million outstanding but calls the balance in treasury 6.7 million; subtraction produces 12.7 million. It reports undeclared accumulated B dividends $1,704,000 and says such dividends are not recorded until declared. These figures do not themselves prove a presently payable cash dividend.supportsWhich transfer-agent ledger and equity workpapers reconcile the five-million issuance gap, common stock amount, B treasury balance and preference terms?
Specifically named source propositions support the bounded distinction or question.
WEIGH
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