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2023 Annual Report

Original sourcepublic_company_filing · 2023
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observationobservation

Unaudited reporting date 31 December 2023; officer certifications dated 26 June 2024; these are distinct date roles.

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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 Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
observationobservation

Printed cash bridge: $953,105 + $2,289,638 = $3,242,743 versus $3,198,280 ending cash; $44,463 unresolved.

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Cyberlux Corporation and Subsidiaries Condensed Consolidated Statement of Cash Flow Years ended December 31, 2023 and 2022 (Unaudited) 2023 2022 (restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss available to common stockholders $ (9,510,038) $ (6,573,630) Adjustments to reconcile net loss to cash flow from operations Issuance of common stock in exchange for services or to debtholders 174,000 604,542 Noncash interest expense for accretion of debt discount 41,667 - Loss on disposition of subsidiaries 8,713,952 - Amortization and depreciation 623,824 - Changes in assets and liabilities, net of impact from acquisition of Datron Accounts receivable 299,764 (2,309,808) Inventories (10,767,718) (273,141) Prepaid expenses 90,603 (279,669) Right of use asset 363,655 - Changes in working capital accounts of discontinued operations and other, net (567,268) 4,738,870 Accounts payable (1,726,110) (531,925) Accrued liabilities (2,546,871) 2,716,245 Customer deposits 23,939,171 - Other liabilities (444,880) - Accrued interest 90,666 17,159 Net cash provided by (used in) operating activities 8,774,417 (1,891,357) CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures to acquire subsidiaries - (2,706,292) Expenditures for patents (6,440) (8,265) Expenditures for fixed assets (723,872) (35,002) Investment in Datron, net of cash acquired (5,598,000) - Net cash used in investing activities (6,328,312) (2,749,559) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common and preferred stock 137,505 824,500 Net proceeds (payments) from borrowings 553,000 899,040 Net proceeds (payments) from notes payable, related parties (846,972) 340,165 Net cash provided by (used in) financing activities (156,467) 2,063,705 Net increase/(decrease) in cash and cash equivalents 2,289,638 (2,577,211) Cash and cash equivalents at beginning of year 953,105 3,530,317 Cash and cash equivalents at end of year $3,198,280 $953,105 SUPPLEMENTAL DISCLOSURES: Interest and income taxes paid - - NON-CASH ACTIVITIES: Debt issued for acquisition of Datron $4,000,000 - Accrual issued for dispositions of subsidiaries $500,000 - The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
observationobservation

Current liabilities $43,176,051 less current assets $21,579,669 = $21,596,382 working-capital deficit at the historical reporting date.

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Condensed Consolidated Financial Statements Cyberlux Corporation and Subsidiaries Condensed Consolidated Balance Sheet December 31, 2023 and 2022 (Unaudited) December 31, 2023 December 31, 2022 (restated) Assets Current assets: Cash & cash equivalents $ 3,198,280 $ 6,642 Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463 Inventory 16,818,126 331,408 Other current assets 238,564 73,167 Total current assets 21,579,669 1,115,680 Other Assets: Property and equipment, net of accumulated depreciation 1,034,033 37,002 ` Net assets of discontinued operations - 7,924,300 Right of Use asset 428,556 - Intangible assets, net of accumulated amortization 10,478,722 8,265 Investment in unconsolidated subsidiaries 200,000 200,000 Total Assets $33,720,980 $9,285,247 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 2,251,426 $2,039,533 Accrued interest 2,065,143 1,974,478 Notes payable, related parties 2,570,762 3,384,267 Notes payable, non-related parties 7,709,395 7,098,993 Liability for common stock to be issued 258,960 176,449 Customer deposits 23,939,170 - Accrued liabilities 4,381,195 728,577 Total current liabilities 43,176,051 15,402,297 Long-term liabilities: Datron acquisition notes payable, net of discount 3,541,667 - Lease liabilities and other 759,672 79,342 Total long-term liabilities 4,301,339 79,342 Commitments Stockholders' deficit: Class A Preferred shares, 0 shares issued and outstanding as of December 31, 2023 and 2022 - -
quotationattribution

Cyberlux expressly acknowledges it is not observing the preferred-conversion common-share reserve requirement.

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NOTE H - STOCKHOLDER'S EQUITY Common stock The Company has authorized 7,000,000,000 shares of common stock, with a par value of $.001 per share. As of December 31 , 2023, and 2022, the Company ha d 5,728,914,810 and 5,587,666,363 shares outstanding, respectively. At December 31, 2023, 2022 and 2021, the Company had outstanding obligations to issue approximately 57.1 million, 30.5 million and 4.1 million, common shares, respectively, in respect of agreements entered into from 2021 through 2023. Further, as noted below, the Company has an obligation to issue the 6,745 common shares issuable upon the mandatory conversion of the Series A preferred shares. The Company’s transfer agent will be instructed to issue such shares of common stock. The Company has recorded a liability to recognize the obligation. Among other provisions of the Certificate of Designations of the Series B and C preferred stock, the Company is required to reserve a sufficient number of shares of common stock of the Company for the conversion of all shares of preferred stock. The Company is not currently observing this requirement. Series A - Convertible Preferred stock The Company has authorized 100,000,000 shares of Preferred Stock, with a par value of $.001 per share. The Company filed a Certificate of Designation creating a Series A Convertible Preferred Stock classification for 200 shares. The Series A Preferred stated conversion price of $.10 per share was subject to certain anti -dilution provisions. The Series A Preferred Stock became converted into 6,745 shares of common stock pursuant to its terms, however such common shares have not yet been issued to the shareholders. The Company is instructing the transfer agent to issue an aggregate of 6,745 common shares to the remaining record holders of Series A Preferred stock. This obligation is included in the liability for common stock to be issued on the accompanying consolidated balance sheet. Series B - Convertible Preferred stock There are 100,000,000 shares of Series B Preferred authorized, and 87,300,000 and 70, 500,000 shares of Series B Preferred shares issued and outstanding as of December 31, 2023, and 2022, respectively. A Board of Directors resolution indicates that the conversion ratio is 200:1. 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
quotationattribution

The issuer acknowledges errors in stock-based expenses and accruals increased its prior-year loss by approximately $2.2 million.

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The Company recognized a loss on the disposition of these subsidiaries of approximately $8,714,000, as presented in the consolidated statement of operations , including shares and cash payments made to terminate these relationships. There is $500,000 due under the FBD separation agreement at December 31, 2023, which is included in accrued expenses on the consolidated balance sheet. NOTE N – RESTATEMENT The Company corrected errors in the calculation of stock-based expenses and certain accruals. The impact of such restatements was to increase the net loss for the year ended December 31, 2022, by approximately $2.2 million. NOTE O - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements, except as follows: In February 2024, a portion of the note payable due to RB Capital in the amount of $1,654,685, including accrued interest, was converted into 6,618,740 shares of common stock. In March 2024, an officer of the Company provided a loan of $100,000 to the Company.
assumptionassumption

Management’s going-concern basis depends on further finance and profitable performance; the report itself gives no assurance these will occu

Management’s going-concern basis depends on further finance and profitable performance; the report itself gives no assurance these will occur.

claimallegation

This 41-page amended annual report covers 31 December 2023, with 2022 restated comparisons. It identifies Pink Basic disclosure guidelines,

This 41-page amended annual report covers 31 December 2023, with 2022 restated comparisons. It identifies Pink Basic disclosure guidelines, checks US GAAP and labels the accounts unaudited. Mark D. Schmidt and David Downing provide knowledge-qualified certifications dated 26 June 2024. Jon Kokkinos is identified as financial-statement preparer under a consultancy effective 11 January 2024; preparation, certification and audit are distinct roles. No independent audit opinion or actual filing receipt is contained here.

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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 Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
claimallegation

Management describes UAS, Datron Military Communications and Special Activities business units, asserts military/government and allied-count

Management describes UAS, Datron Military Communications and Special Activities business units, asserts military/government and allied-country customers, an approximately $79 million USNAVY award, scaled manufacturing, training activity, global distribution and Datron ISO recertification. It lists Datron World Communications, Catalyst Machineworks and CMTC Drone Solutions as subsidiaries and names HII and ADS as facilitating prime vendors. These are attributed commercial representations; customer lists, superlatives and product descriptions do not prove particular contracts, independent performance tests or completed delivery.

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09/13/2023 2,029,589 2,000,000 29,589 09/13/2026 85% of VWAP Datron Holdings, Inc. Arthur Barter Acquisition note ***Control persons for any entities in the table above must be disclosed in the table or in a footnote here. Use the space below to provide any additional details, including footnotes to the table above: * Interest accrued from date of funding, which post-date note issuance dates. 4) Issuer’s Business, Products and Services The purpose of this section is to provide a clear description of the issuer’s current operations. Ensure that these descriptions are updated on the Company’s Profile on www.otcmarkets.com. A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”) Founded in 2000, Cyberlux Corporation is a Defense Industry technology solutions company comprised of three primary business units: Unmanned Aircraft Solutions (UAS), Datron Military Communications (DMC), and Special Activities (SA) Business Unit. The Company generates revenues from its sale of products and services through its Business Units. Unmanned Aircraft Solutions Business Unit Cyberlux Unmanned Aircraft Solutions (UAS) is an innovative leader in advanced Group 1, Group 2, and Group 3 ‘vertical takeoff and landing’ (VTOL) drones and fixed wing technology development, manufacturing, and sales. The business unit designs, manufactures, and distributes its products and airframe systems to leading ‘first person viewing’ (FPV) and military UAS pilots on a global basis, with sales to both U.S. government agencies and allied nations through U.S foreign military sales (FMS). Cyberlux UAS offers its customers best-in-class products and comprehensive services to satisfy the requirements of the global UAS military sector. The Cyberlux UAS team is widely recognized as the authority in the industry, offering high performance products with high quality components and superior capability, in support of warfighters worldwide. Unmanned Aircraft Solutions Significant Business Developments The Cyberlux UAS team of aircraft engineers, fabricators, and test pilots have advanced the business unit from its position as a world-wide leader in the FPV aircraft industry to a successful military sector UAS provider, delivering UAS solutions under multiple Department of Defense and U.S. foreign military sales contracts. Cyberlux Corporation’s investment in innovative and novel Defense Industry UAS products has created market- changing solutions favored by end-users. Driven by a $79 million UAS contract award by USNAVY, the UAS business unit has grown rapidly in 2023 and now has dedicated business unit management, new engineering leadership, and a dedicated, world-class software development team to propel Cyberlux to the cutting edge of unmanned aircraft technology.
claimallegation

Facilities are described as an annually renewed headquarters suite, a 21,450-square-foot Texas Catalyst facility under a three-year lease an

Facilities are described as an annually renewed headquarters suite, a 21,450-square-foot Texas Catalyst facility under a three-year lease and a 47,174-square-foot California Datron facility under a five-year lease, each with two years remaining. Note K instead collectively describes a five-year California/Texas lease ending December 2025 and approximately $2,000 monthly rent. The lease schedule gives $859,212 undiscounted payments, $792,710 present value and two years remaining, while the following text says three years of ROU amortisation and about $439,000 liability. Scope and amounts require lease-by-lease reconciliation; no invented correction is made.

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issuer and describe the condition of the properties. Specify if the assets, properties, or facilities are owned or leased and the terms of their leases. If the issuer does not have complete ownership or control of the property, describe the limitations on the ownership. We maintain our principal headquarters office at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709. This is a leased office suite for our headquarters staff, renewed annually. Our Catalyst Machineworks subsidiary has its office and manufacturing facility located at 21631 Rhodes Road, Spring, TX 77388. This is a 21,450 square foot facility with a renewable three-year lease, with two years remaining. Our Datron World Communications subsidiary has its office and manufacturing facility located at 995 Joshua Way, Vista CA 92081. This is a 47,174 square foot facility with a renewable five-year lease, with two years remaining. 6) All Officers, Directors, and Control Persons of the Company Using the table below, please provide information, as of the period end date of this report, regarding all officers and directors of the company, or any person that performs a similar function, regardless of the number of shares they own. In addition, list all individuals or entities controlling 5% or more of any class of the issuer’s securities. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity. Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer. The goal of this section is to provide investors with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling, or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial owners. Names of All Officers, Directors and Control Person Affiliation with Company (e.g. Officer Title /Director/Owner of 5% or more) Residential Address (City / State Only) Number of shares owned Share type/class Ownership Percentage of Class Outstanding Names of Control Person(s) if a corporate entity Mark D. Schmidt President Chief Executive Officer Director Chairman Durham, NC 230,642 47,000,000 Common Series B Less than 1% 53.84% Jon Kokkinos Fractional CFO Morristown, NJ 0 David D. Downing Co-CFO Director Edinboro, PA 42,500 Common Less than 1%
claimallegation

The control table reports Schmidt’s 47 million B shares as 53.84% of that class, Montague’s 30 million as 34.36%, Isely’s 5 million as 5.73%

The control table reports Schmidt’s 47 million B shares as 53.84% of that class, Montague’s 30 million as 34.36%, Isely’s 5 million as 5.73% and Downing’s continuation-row 5.3 million as 6.07%. Montague is identified as strategic consultant controlled by Denis Kalenja. These are class percentages, not percentages of all votes or economic interests. Common-share percentages printed for Montague and Goodman do not match the reported year-end denominator: 179.5 million / 5,728,914,810 is about 3.133%, versus printed 3.019%; 70 million is about 1.222%, versus printed 1.253%.

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issuer and describe the condition of the properties. Specify if the assets, properties, or facilities are owned or leased and the terms of their leases. If the issuer does not have complete ownership or control of the property, describe the limitations on the ownership. We maintain our principal headquarters office at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709. This is a leased office suite for our headquarters staff, renewed annually. Our Catalyst Machineworks subsidiary has its office and manufacturing facility located at 21631 Rhodes Road, Spring, TX 77388. This is a 21,450 square foot facility with a renewable three-year lease, with two years remaining. Our Datron World Communications subsidiary has its office and manufacturing facility located at 995 Joshua Way, Vista CA 92081. This is a 47,174 square foot facility with a renewable five-year lease, with two years remaining. 6) All Officers, Directors, and Control Persons of the Company Using the table below, please provide information, as of the period end date of this report, regarding all officers and directors of the company, or any person that performs a similar function, regardless of the number of shares they own. In addition, list all individuals or entities controlling 5% or more of any class of the issuer’s securities. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity. Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer. The goal of this section is to provide investors with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling, or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial owners. Names of All Officers, Directors and Control Person Affiliation with Company (e.g. Officer Title /Director/Owner of 5% or more) Residential Address (City / State Only) Number of shares owned Share type/class Ownership Percentage of Class Outstanding Names of Control Person(s) if a corporate entity Mark D. Schmidt President Chief Executive Officer Director Chairman Durham, NC 230,642 47,000,000 Common Series B Less than 1% 53.84% Jon Kokkinos Fractional CFO Morristown, NJ 0 David D. Downing Co-CFO Director Edinboro, PA 42,500 Common Less than 1%
claimallegation

The legal-history section answers none to its specified officer/control-person disciplinary categories. The litigation narrative says the 20

The legal-history section answers none to its specified officer/control-person disciplinary categories. The litigation narrative says the 2023 Atlantic Wave/Secure settlement was fully complied with, recounts a California case/removal/counterclaims, and attributes an erroneous-filing acknowledgement to opposing counsel in March 2024. Note L separately says settlement amounts remain in accounts payable and payments are being made, and calls further complaints meritless. The report supplies management’s positions, not proof of settlement compliance, dismissal or absence of an operative order at certification.

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Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, log in to www.OTCIQ.com to update your company profile. 7) Legal/Disciplinary History A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in the past 10 years: 1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minor traffic violations); None. 2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related, insurance or banking activities; None. 5,300,000 Series B 6.07% John W. Ringo Secretary Director Atlanta, GA 123,783 Common Less than 1% Aaron Goodman Chief Operating Officer Director Waccabuc, NY 70,000,000 Common 1.253% Larry J. Isely Chief Technology Officer Denton, TX 5,000,000 Series B 5.73% Lon E. Bell None Altadena, CA 10.0000 Series A 37% Christina Crossman None Maitland, FL 4.0000 Series A 15% Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19% John G. Hule None West Berlin, NJ 2.5806 Series A 10% Charles O’Brien None Altamonte Springs, FL 1.4000 Series A 5% Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% Montague Capital Partners LLC Strategic Consultant Miami, FL 30,000,000 179,500,000 Series B Common 34.36% 3.019% Denis Kalenja Recovery Fund USA, LLC Lutz, FL 148,000 Series C 98.667% Jamie Rand
claimallegation

Carl Ranno is securities counsel; John Pennett/Eisner Advisory Group is described as accounting consultant, not an audit-opinion issuer; Fly

Carl Ranno is securities counsel; John Pennett/Eisner Advisory Group is described as accounting consultant, not an audit-opinion issuer; Flying V/Brennan Smith is investor relations; Jennifer Clarke/Tjong & Hsia and Edward Gray/Thompson Coburn are listed legal providers. The report names its communications channels. These roles and Schmidt/Downing certifications do not establish independent verification of every statement or universal authority of each provider.

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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. Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, update your company profile. Securities Counsel (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 Accountant or Auditor Name: John Pennett, Partner – Accounting consultant Firm: Eisner Advisory Group LLC Address: 733 Third Avenue New York, NY 10017 Phone: 732-243-7140 Email: john.pennett@eisneramper.com Investor Relations Name: Brennan Smith Firm: Flying V Group, Inc. Address: 34 Executive Park, #260 Irvine, CA 92614 Phone: 949-940-8884 Email: bsmith@flyingvgroup.com All other means of Investor Communication: X (Twitter): https://x.com/CyberluxC Discord: None LinkedIn https://www.linkedin.com/company/cyberlux-corporation/ Facebook: None [Other ] Cyberlux Website, www.cyberlux.com Other Service Providers Provide the name of any other service provider(s) that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s),
claimallegation

The 2023 balance sheet reports assets $33,720,980, current assets $21,579,669, current liabilities $43,176,051, long-term liabilities $4,301

The 2023 balance sheet reports assets $33,720,980, current assets $21,579,669, current liabilities $43,176,051, long-term liabilities $4,301,339 and equity deficit $13,756,410. Current liabilities exceed current assets by $21,596,382. Its current-liability components, including accrued liabilities $4,381,195, reconcile to the printed current-liability subtotal. Asset components also reconcile to $33,720,980; total liabilities less equity deficit reconcile to the same total. Note F separately reports accrued expenses $4,406,195, $25,000 above the balance-sheet line, without a bridging explanation. Note B acknowledges roughly $40 million accumulated losses and financing dependence while expressing management confidence in growth, and warns financing may fail and cessation or bankruptcy may follow. These are historical carrying values and a liquidity warning, not present liquidation value or a legal insolvency adjudication.

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Condensed Consolidated Financial Statements Cyberlux Corporation and Subsidiaries Condensed Consolidated Balance Sheet December 31, 2023 and 2022 (Unaudited) December 31, 2023 December 31, 2022 (restated) Assets Current assets: Cash & cash equivalents $ 3,198,280 $ 6,642 Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463 Inventory 16,818,126 331,408 Other current assets 238,564 73,167 Total current assets 21,579,669 1,115,680 Other Assets: Property and equipment, net of accumulated depreciation 1,034,033 37,002 ` Net assets of discontinued operations - 7,924,300 Right of Use asset 428,556 - Intangible assets, net of accumulated amortization 10,478,722 8,265 Investment in unconsolidated subsidiaries 200,000 200,000 Total Assets $33,720,980 $9,285,247 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 2,251,426 $2,039,533 Accrued interest 2,065,143 1,974,478 Notes payable, related parties 2,570,762 3,384,267 Notes payable, non-related parties 7,709,395 7,098,993 Liability for common stock to be issued 258,960 176,449 Customer deposits 23,939,170 - Accrued liabilities 4,381,195 728,577 Total current liabilities 43,176,051 15,402,297 Long-term liabilities: Datron acquisition notes payable, net of discount 3,541,667 - Lease liabilities and other 759,672 79,342 Total long-term liabilities 4,301,339 79,342 Commitments Stockholders' deficit: Class A Preferred shares, 0 shares issued and outstanding as of December 31, 2023 and 2022 - -
claimallegation

The statement reports 2023 revenue $20,464,645, cost of goods $8,566,307, gross profit $11,898,338, operating expenses $15,305,131 and opera

The statement reports 2023 revenue $20,464,645, cost of goods $8,566,307, gross profit $11,898,338, operating expenses $15,305,131 and operating loss $3,406,793. A $8,713,952 disposal loss contributes to continuing loss $11,806,907; discontinued profit $2,296,869 yields common-stockholder loss $9,510,038. The corresponding 2022 common loss is $1,809,759. Revenue, gross margin, operating result, disposal effect and total loss are separate measures; no contract cash receipt is inferred from revenue.

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Cyberlux Corporation and Subsidiaries Condensed Statements of Operations Years ended December 31, 2023 and 2022 (Unaudited) 2023 2022 (restated) Revenue $ 20,464,645 $ 5,007,344 Cost of goods sold (8,566,307) (2,546,493) Gross profit 11,898,338 2,460,851 Operating Expenses: Marketing and advertising 1,521,845 199,105 Depreciation and amortization 623,824 - Research and development 157,203 5,041,295 General and administrative expenses 13,002,259 3,134,059 Total operating expenses 15,305,131 8,374,459 Loss from operations (3,406,793) (5,913,608) Other income/(expense): Interest income and other 623,592 1,679 Interest expense (309,754) (661,700) Loss on divestment of subsidiaries (8,713,952) - Subtotal (8,400,114) (660,021) Net Loss from continuing operations (11,806,907) (6,573,629) Net income from discontinued operations 2,296,869 4,763,870 Net loss available to common stockholders $(9,510,038) $(1,809,759) Weighted-average common Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902 Loss per share – basic and diluted $(0.002) $(0.000) The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
claimallegation

The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the pr

The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the printed increase $2,289,638. But beginning cash $953,105 plus that increase equals $3,242,743, not printed ending cash $3,198,280: a $44,463 unreconciled difference. No separate reconciling line is shown. This is a within-source arithmetic defect, not evidence that $44,463 was stolen.

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Cyberlux Corporation and Subsidiaries Condensed Consolidated Statement of Cash Flow Years ended December 31, 2023 and 2022 (Unaudited) 2023 2022 (restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss available to common stockholders $ (9,510,038) $ (6,573,630) Adjustments to reconcile net loss to cash flow from operations Issuance of common stock in exchange for services or to debtholders 174,000 604,542 Noncash interest expense for accretion of debt discount 41,667 - Loss on disposition of subsidiaries 8,713,952 - Amortization and depreciation 623,824 - Changes in assets and liabilities, net of impact from acquisition of Datron Accounts receivable 299,764 (2,309,808) Inventories (10,767,718) (273,141) Prepaid expenses 90,603 (279,669) Right of use asset 363,655 - Changes in working capital accounts of discontinued operations and other, net (567,268) 4,738,870 Accounts payable (1,726,110) (531,925) Accrued liabilities (2,546,871) 2,716,245 Customer deposits 23,939,171 - Other liabilities (444,880) - Accrued interest 90,666 17,159 Net cash provided by (used in) operating activities 8,774,417 (1,891,357) CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures to acquire subsidiaries - (2,706,292) Expenditures for patents (6,440) (8,265) Expenditures for fixed assets (723,872) (35,002) Investment in Datron, net of cash acquired (5,598,000) - Net cash used in investing activities (6,328,312) (2,749,559) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common and preferred stock 137,505 824,500 Net proceeds (payments) from borrowings 553,000 899,040 Net proceeds (payments) from notes payable, related parties (846,972) 340,165 Net cash provided by (used in) financing activities (156,467) 2,063,705 Net increase/(decrease) in cash and cash equivalents 2,289,638 (2,577,211) Cash and cash equivalents at beginning of year 953,105 3,530,317 Cash and cash equivalents at end of year $3,198,280 $953,105 SUPPLEMENTAL DISCLOSURES: Interest and income taxes paid - - NON-CASH ACTIVITIES: Debt issued for acquisition of Datron $4,000,000 - Accrual issued for dispositions of subsidiaries $500,000 - The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
claimallegation

The cash-flow statement begins 2023 with $953,105, while the restated 2022 balance-sheet cash is $6,642; discontinued-operation net assets m

The cash-flow statement begins 2023 with $953,105, while the restated 2022 balance-sheet cash is $6,642; discontinued-operation net assets may affect presentation, but no explicit cash bridge is supplied. The 2022 cash-flow opening loss is $6,573,630, close to continuing loss rather than the $1,809,759 common loss printed on the income statement despite its label. Its 2022 beginning cash less decrease produces $953,106, one dollar above printed ending cash. Consolidation/discontinued-operation scope must be reconciled before treating all differences as missing funds.

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Condensed Consolidated Financial Statements Cyberlux Corporation and Subsidiaries Condensed Consolidated Balance Sheet December 31, 2023 and 2022 (Unaudited) December 31, 2023 December 31, 2022 (restated) Assets Current assets: Cash & cash equivalents $ 3,198,280 $ 6,642 Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463 Inventory 16,818,126 331,408 Other current assets 238,564 73,167 Total current assets 21,579,669 1,115,680 Other Assets: Property and equipment, net of accumulated depreciation 1,034,033 37,002 ` Net assets of discontinued operations - 7,924,300 Right of Use asset 428,556 - Intangible assets, net of accumulated amortization 10,478,722 8,265 Investment in unconsolidated subsidiaries 200,000 200,000 Total Assets $33,720,980 $9,285,247 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 2,251,426 $2,039,533 Accrued interest 2,065,143 1,974,478 Notes payable, related parties 2,570,762 3,384,267 Notes payable, non-related parties 7,709,395 7,098,993 Liability for common stock to be issued 258,960 176,449 Customer deposits 23,939,170 - Accrued liabilities 4,381,195 728,577 Total current liabilities 43,176,051 15,402,297 Long-term liabilities: Datron acquisition notes payable, net of discount 3,541,667 - Lease liabilities and other 759,672 79,342 Total long-term liabilities 4,301,339 79,342 Commitments Stockholders' deficit: Class A Preferred shares, 0 shares issued and outstanding as of December 31, 2023 and 2022 - -
claimallegation

The equity table closes its 2022 section at 5,567,666,363 common shares, then opens the 2023 restated section at 5,587,666,363, a 20 million

The equity table closes its 2022 section at 5,567,666,363 common shares, then opens the 2023 restated section at 5,587,666,363, a 20 million-share difference without a specific bridge in that table. Closing 2023 shares reconcile to the stated 141,248,447 increase. The 2023 equity table and balance sheet differ by one dollar in treasury stock, paid-in capital and aggregate deficit. Common-stock and preferred carrying amounts are not obtained simply by multiplying outstanding shares where treasury/issued amounts differ; issuance and treasury ledgers remain necessary.

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Class B Preferred shares, 100,000,000 and 100,000,000 shares issued 87,300,000 and 70,500,000 outstanding as of December 31, 2023 and December 31, 2022 respectively 144,000 100,000 Class C Preferred shares, 150,000 shares issued and 150 150 outstanding as of December 31, 2023 and 2022 Common stock, $0.001 par value, 7,000,000,000 shares 7,385,577 6,707,666 authorized, 5,728,914,810 and 5,587,666,363 shares issued and outstanding as of December 31, 2023 and December 31, 2022 respectively. Treasury stock (1,176,700) (1,149,500) Additional paid-in capital 19,889,914 18,634,605 Accumulated deficit (39,999,351) (30,489,313) Deficiency in stockholders' equity (13,756,410) (6,196,392) Total liabilities and stockholders' deficit $ 33,720,980 $ 9,285,247 The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
claimallegation

The issuer checks non-shell, no shell-status change and no defined change in control during the period, and reports active Nevada registrati

The issuer checks non-shell, no shell-status change and no defined change in control during the period, and reports active Nevada registration, no predecessor or SEC suspension, and no bankruptcy/receivership in the specified look-back. Page 2 gives incorporation as 15 May 2000; Note A says 17 May 2000. These are dated issuer representations and an internal date discrepancy, not current registry or litigation clearance.

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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 Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
claimallegation

Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23

Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.

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Financial Notes NOTE A-SUMMARY OF BUSINESS OPERATIONS Business Operations Cyberlux Corporation (the "Company" or “Cyberlux”) was incorporated on May 17, 2000, under the laws of the State of Nevada. The Company had been focused on the development, manufacturing and marketing of long-term portable lighting products for government, commercial and industrial users . Starting in July 2022, the Company began expandi ng its defense industry product offerings. While the Company has generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its operations have been subject to all risks inherent in the establishment of a new business enterprise. During the year ended December 31, 2023, the Company has refocused its operations through the following transactions: 1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered into Agreements of Business Separation, effective as of June 30, 2023, terminating the business relationship of between the parties, in exchange for certain payment and equity terms. The operations of these businesses for the period ended June 30, 2023 , and December 31, 2022 , are presented as discontinued operations in the consolidated statement of operations. The Company recognized a loss on the disposition of these subsidiaries, as presented in the consolidated statement of operations. See Note M. 2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in the February 24, 2023, USAI announcement. The Company is required to comply with DoD rules and regulations with respect to the fulfillment of such contract, and the DoD may amend, delay or cancel the contract per the contractual terms. The Company received approximately $39 mil lion in advance payments from the D oD upon signing of the contract during 2023. During the year ended December 31, 2023, the Company shipped approximately $15 million under such contract. As of December 31, 2023, the Company has remaining advance payments for the purchase of such systems from the DoD of $23,145,000. The completion of shipment of the remaining Systems is subject to D oD acceptance of the product, including engineering and testing procedures, the timing of which is uncertain. 3. On September 16, 2023, the Company acquired 100% of the outstanding stock of Datron World Communications, Inc. (“Datron”), a provider of communications solutions to government, militaries, and industrial users globally. See Note E. NOTE B - GOING CONCERN MATTERS The accompanying statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, as of December 31 , 2023, the Company incurred accumulated losses of approximately $40 million. The Company’s current liabilities exceeded its current assets by approximately $22 million as of December 31 , 2023. The Company has undergone significant transformation in 2023 refocusing its business, disposing certain businesses, acquiring Datron Worldwide Communications, and receiving a significant sales order from the DoD. While th ese factors among others may indicate that the Company will be unable to continue as a going concern, management is confident that
claimallegation

Total customer deposits are $23,939,170 on the balance sheet and $23,939,171 in cash-flow changes, while Note A identifies $23,145,000 remai

Total customer deposits are $23,939,170 on the balance sheet and $23,939,171 in cash-flow changes, while Note A identifies $23,145,000 remaining on the specified programme. The $794,170 difference between total deposits and that programme figure is not automatically an error because the scope differs. A customer/programme deposit ledger and bank reconciliation are needed to identify the remainder; these liabilities are not unrestricted revenue.

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Condensed Consolidated Financial Statements Cyberlux Corporation and Subsidiaries Condensed Consolidated Balance Sheet December 31, 2023 and 2022 (Unaudited) December 31, 2023 December 31, 2022 (restated) Assets Current assets: Cash & cash equivalents $ 3,198,280 $ 6,642 Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463 Inventory 16,818,126 331,408 Other current assets 238,564 73,167 Total current assets 21,579,669 1,115,680 Other Assets: Property and equipment, net of accumulated depreciation 1,034,033 37,002 ` Net assets of discontinued operations - 7,924,300 Right of Use asset 428,556 - Intangible assets, net of accumulated amortization 10,478,722 8,265 Investment in unconsolidated subsidiaries 200,000 200,000 Total Assets $33,720,980 $9,285,247 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 2,251,426 $2,039,533 Accrued interest 2,065,143 1,974,478 Notes payable, related parties 2,570,762 3,384,267 Notes payable, non-related parties 7,709,395 7,098,993 Liability for common stock to be issued 258,960 176,449 Customer deposits 23,939,170 - Accrued liabilities 4,381,195 728,577 Total current liabilities 43,176,051 15,402,297 Long-term liabilities: Datron acquisition notes payable, net of discount 3,541,667 - Lease liabilities and other 759,672 79,342 Total long-term liabilities 4,301,339 79,342 Commitments Stockholders' deficit: Class A Preferred shares, 0 shares issued and outstanding as of December 31, 2023 and 2022 - -
claimallegation

Inventory is reported at $16,818,126: component parts $3,935,012 plus work in progress $14,472,404 plus finished goods $322,873 less $1,912,

Inventory is reported at $16,818,126: component parts $3,935,012 plus work in progress $14,472,404 plus finished goods $322,873 less $1,912,163 obsolescence allowance. The components reconcile. Management says WIP primarily concerns the DoD products. Accounting WIP value is not a count of completed aircraft, independent valuation or customer acceptance.

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Inventories Inventories are stated at the lower of cost or market determined by the average cost method. The Company provides inventory allowances based on estimates of obsolete inventories. Inventories consist of finished products available for sale to distributors and customers as well as raw material s. The work in progress inventory primarily relates to the products being built for the DoD as noted in Note A2 above. Components of inventories as of December 31, 2023, and 2022 are as follows: 2023 2022 Component parts $ 3,935,012 $ 62,093 Work in progress 14,472,404 - Finished goods 322,873 269,315 Less: allowance for obsolete inventory (1,912,163) - $ 16,818,126 $ 331,408 Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight -line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Lessor of 5 years of life of lease Tooling 3 years Manufacturing equipment 3 years Advertising costs The Company expenses all costs of marketing and advertising as incurred. Marketing and advertising costs totaled approximately $76,000 and $98,000 for the years ended December 31, 2023, and 2022, respectively. Research and Development The Company accounts for research and development costs in accordance with the ASC 730 "Research and Development". Under ASC 730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third- party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company- sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company expenditures were approximately $157,000 and $5,041,000 on research and product development for the years ended December 31, 2023, and 2022, respectively. Reclassification Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year.
claimallegation

Advertising/marketing expense is approximately $76,000 in the policy note versus $1,521,845 on the 2023 operating statement; the 2022 figure

Advertising/marketing expense is approximately $76,000 in the policy note versus $1,521,845 on the 2023 operating statement; the 2022 figures are approximately $98,000 versus $199,105. The notes describe approximately $67,000 depreciation and $683,000 amortisation in 2023, while the statement and cash flow use $623,824 combined. Classification, capitalisation or source revisions may explain differences, but no bridge is supplied. R&D approximately $157,000/$5.041 million is broadly consistent with the statement.

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Cyberlux Corporation and Subsidiaries Condensed Statements of Operations Years ended December 31, 2023 and 2022 (Unaudited) 2023 2022 (restated) Revenue $ 20,464,645 $ 5,007,344 Cost of goods sold (8,566,307) (2,546,493) Gross profit 11,898,338 2,460,851 Operating Expenses: Marketing and advertising 1,521,845 199,105 Depreciation and amortization 623,824 - Research and development 157,203 5,041,295 General and administrative expenses 13,002,259 3,134,059 Total operating expenses 15,305,131 8,374,459 Loss from operations (3,406,793) (5,913,608) Other income/(expense): Interest income and other 623,592 1,679 Interest expense (309,754) (661,700) Loss on divestment of subsidiaries (8,713,952) - Subtotal (8,400,114) (660,021) Net Loss from continuing operations (11,806,907) (6,573,629) Net income from discontinued operations 2,296,869 4,763,870 Net loss available to common stockholders $(9,510,038) $(1,809,759) Weighted-average common Shares outstanding - basic and diluted 5,674,543,296 5,483,106,902 Loss per share – basic and diluted $(0.002) $(0.000) The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
claimallegation

Accounting policies describe consolidation and intercompany elimination, revenue on transfer/performance, deferred advances, receivable allo

Accounting policies describe consolidation and intercompany elimination, revenue on transfer/performance, deferred advances, receivable allowance after 90 days, average-cost inventory and obsolescence, estimates, foreign-currency treatment, share compensation and a single industrial-products reporting segment despite three business units. Cash-equivalent policy literally uses six months or less. Management states no doubtful-receivable allowance and no long-lived-asset impairment. These are the issuer’s policies/judgments, not a completed audit of their conformity or consistent application.

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business performance in 2023 will ensure the Company is an ongoing growth business for the foreseeable future. The Company is actively pursuing additional business growth through acquisitions, organic growth and new customers and products that are expected to increase the associated cash flow from operations. Obtaining additional financing to support the successful development of the Company’s contemplated operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. However, no assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. If the Company is unable to raise additional funds, it will need to do one or more of the following: • Delay research and development projects; • License third parties to develop and commercialize products or technologies that it would otherwise seek to develop and commercialize itself; • Seek strategic alliances or business combinations; • Attempt to sell the Company; • Cease operations; or • Declare bankruptcy. The Company may continue to raise additional funding from its current investors. In addition, the Company will continue to seek funds through debt or equity financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements, or other sources of financing. However, there can be no assurances that such financing or other strategic transactions will be available on acceptable terms, or at all. NOTE C- SUMMARY OF ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Basis of presentation The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the condensed consolidated financial stat ements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). The information as of December 31, 2023, and 2022 is unaudited. The Company has presented the results of the Foreign Subsidiaries as a discontinued operation for all periods presented. Principles of consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Revenue recognition The Company recognizes revenue under Financial Accounting Standards Board's Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
claimallegation

Diluted-loss disclosure excludes approximately 24 billion note-conversion shares and 22 billion preferred-conversion shares as anti-dilutive

Diluted-loss disclosure excludes approximately 24 billion note-conversion shares and 22 billion preferred-conversion shares as anti-dilutive, versus 270 million and 14 billion in 2022. Series B alone at the stated 200:1 ratio gives 17.46 billion potential common shares. A full conversion schedule, including price assumptions and Series C, is needed to reconcile the approximate totals. Neither the exclusion nor the 7 billion authorised common shares proves those potential shares were issued.

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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 year ended December 31, 2023, the number of shares excluded from diluted net loss per share included approximately 24 billion shares of common shares which would be issued upon the conversion of notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion of notes payable and preferred stock are not included in the denominator since their inclusion w ould be anti-dilutive. For the year ended December 31, 2022, the number of shares excluded from diluted net loss per share included approximately 270 million shares of common shares which would be issued upon the conversion of notes payable and approximately 14 billion shares which would be issued upon the conversion of preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion of notes payable and preferred stock are not included in the denominator since their inclusion would be anti-dilutive. NOTE D - PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2023, and 2022 are as follows: 2023 2022 Furniture and fixtures $ 932,599 $ 24,819 Engineering and test equipment 3,852,176 - Tooling 1,105,511 - Office and computer equipment 1,796,673 24,265 Trade show booth 56,560 21,558 Leasehold improvements 613,546 58,992 Vehicles 218,000 129,634 Less: accumulated depreciation (7,541,031) (92,631) $ 1,034,033 $ 37,002 During the years ended December 31, 2023, and 2022, depreciation expense charged to operations was approximately $67,000 and $20,000, respectively. NOTE E – INTANGIBLE ASSETS Intangible assets at December 31, 2023, and 2022 are as follows: 2023 2022 Patents $ 469,783 $ 3,689,489 Technology 10,663,000 293,750 Total 11,132,783 3,983,239 Less: accumulated depreciation (654,061) (3,974,974) $ 10,478,722 $ 8,265
claimallegation

The report lists net property/equipment $1,034,033 and net intangibles $10,478,722, with gross amounts, accumulated charges and useful lives

The report lists net property/equipment $1,034,033 and net intangibles $10,478,722, with gross amounts, accumulated charges and useful lives. It describes Datron consideration as $3 million closing cash, two $2 million notes and cancellation of a $3.5 million advance, totalling $10.5 million. It allocates approximately $10.4 million to technology and $0.1 million to net operating assets, while explicitly saying purchase-price allocation/valuation is unfinished and expected by the December 2024 period. This is a provisional accounting allocation, not an independent technology valuation.

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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 year ended December 31, 2023, the number of shares excluded from diluted net loss per share included approximately 24 billion shares of common shares which would be issued upon the conversion of notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion of notes payable and preferred stock are not included in the denominator since their inclusion w ould be anti-dilutive. For the year ended December 31, 2022, the number of shares excluded from diluted net loss per share included approximately 270 million shares of common shares which would be issued upon the conversion of notes payable and approximately 14 billion shares which would be issued upon the conversion of preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion of notes payable and preferred stock are not included in the denominator since their inclusion would be anti-dilutive. NOTE D - PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2023, and 2022 are as follows: 2023 2022 Furniture and fixtures $ 932,599 $ 24,819 Engineering and test equipment 3,852,176 - Tooling 1,105,511 - Office and computer equipment 1,796,673 24,265 Trade show booth 56,560 21,558 Leasehold improvements 613,546 58,992 Vehicles 218,000 129,634 Less: accumulated depreciation (7,541,031) (92,631) $ 1,034,033 $ 37,002 During the years ended December 31, 2023, and 2022, depreciation expense charged to operations was approximately $67,000 and $20,000, respectively. NOTE E – INTANGIBLE ASSETS Intangible assets at December 31, 2023, and 2022 are as follows: 2023 2022 Patents $ 469,783 $ 3,689,489 Technology 10,663,000 293,750 Total 11,132,783 3,983,239 Less: accumulated depreciation (654,061) (3,974,974) $ 10,478,722 $ 8,265
claimallegation

Datron notes are dated 13 September 2023 in the schedule while acquisition is described as 16 September. Cash flow reports $5,598,000 net ca

Datron notes are dated 13 September 2023 in the schedule while acquisition is described as 16 September. Cash flow reports $5,598,000 net cash investment and $4 million non-cash notes; Note E gives $6.5 million total cash/previous advance components before any cash acquired. Timing and cash acquired require the closing statement and ledger. The $458,333 unamortised note discount reconciles $4 million face debt to $3,541,667 carrying value; face, accrued balance and amortised cost are different measures.

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Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares) Name of Noteholder *** You must disclose the control person(s) for any entities listed Reason for Issuance (e.g., Loan, Services, etc.) 10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan 01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan 04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion per share Matt Jones Loan 05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion per share Andras Forgacs Loan 05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan 06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher Whitehead Loan 06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion per share Jeryl S. Rawls Revocable Trust Loan 06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion per share John W. Dixon FLP Loan 07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion per share Giorgios Bakatsias Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Fly Rite LLC Barbara Settle Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Hayek Ventures, LLC William G. Settle Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Charles Yessaian Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Ferdinand Irizarry Loan 09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc. Arthur Barter Acquisition note
claimallegation

Note F accrued expenses total $4,406,195, including $1,677,835 payroll/payroll taxes/other, $100,000 taxes/other and $2,628,360 commissions

Note F accrued expenses total $4,406,195, including $1,677,835 payroll/payroll taxes/other, $100,000 taxes/other and $2,628,360 commissions payable. Note M separately places $500,000 due under FBD separation in accrued expenses without identifying its row. No commission payee or contract allocation is given here. Recognising an aggregate commission liability does not admit the full amount demanded by Montague, ARG or another claimant. This note total exceeds the balance-sheet accrued-liability line of $4,381,195 by $25,000; the source supplies no reconciliation of that difference.

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Condensed Consolidated Financial Statements Cyberlux Corporation and Subsidiaries Condensed Consolidated Balance Sheet December 31, 2023 and 2022 (Unaudited) December 31, 2023 December 31, 2022 (restated) Assets Current assets: Cash & cash equivalents $ 3,198,280 $ 6,642 Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463 Inventory 16,818,126 331,408 Other current assets 238,564 73,167 Total current assets 21,579,669 1,115,680 Other Assets: Property and equipment, net of accumulated depreciation 1,034,033 37,002 ` Net assets of discontinued operations - 7,924,300 Right of Use asset 428,556 - Intangible assets, net of accumulated amortization 10,478,722 8,265 Investment in unconsolidated subsidiaries 200,000 200,000 Total Assets $33,720,980 $9,285,247 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 2,251,426 $2,039,533 Accrued interest 2,065,143 1,974,478 Notes payable, related parties 2,570,762 3,384,267 Notes payable, non-related parties 7,709,395 7,098,993 Liability for common stock to be issued 258,960 176,449 Customer deposits 23,939,170 - Accrued liabilities 4,381,195 728,577 Total current liabilities 43,176,051 15,402,297 Long-term liabilities: Datron acquisition notes payable, net of discount 3,541,667 - Lease liabilities and other 759,672 79,342 Total long-term liabilities 4,301,339 79,342 Commitments Stockholders' deficit: Class A Preferred shares, 0 shares issued and outstanding as of December 31, 2023 and 2022 - -
claimallegation

Related-party principal is listed as Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most without schedule

Related-party principal is listed as Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most without scheduled repayment terms. Those amounts total $2,570,761, one dollar below the balance-sheet line. Cash flow reports $846,972 net related-note repayments while the year-end principal reduction is $813,506 using the note totals; gross repayments, additions and non-cash changes require reconciliation. Note I separately reports roughly $1.6 million consulting fees paid to shareholders in 2023 versus $0.6 million in 2022. Neither amount identifies a particular bank transfer or establishes illegality.

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Cyberlux Corporation and Subsidiaries Condensed Consolidated Statement of Cash Flow Years ended December 31, 2023 and 2022 (Unaudited) 2023 2022 (restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss available to common stockholders $ (9,510,038) $ (6,573,630) Adjustments to reconcile net loss to cash flow from operations Issuance of common stock in exchange for services or to debtholders 174,000 604,542 Noncash interest expense for accretion of debt discount 41,667 - Loss on disposition of subsidiaries 8,713,952 - Amortization and depreciation 623,824 - Changes in assets and liabilities, net of impact from acquisition of Datron Accounts receivable 299,764 (2,309,808) Inventories (10,767,718) (273,141) Prepaid expenses 90,603 (279,669) Right of use asset 363,655 - Changes in working capital accounts of discontinued operations and other, net (567,268) 4,738,870 Accounts payable (1,726,110) (531,925) Accrued liabilities (2,546,871) 2,716,245 Customer deposits 23,939,171 - Other liabilities (444,880) - Accrued interest 90,666 17,159 Net cash provided by (used in) operating activities 8,774,417 (1,891,357) CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures to acquire subsidiaries - (2,706,292) Expenditures for patents (6,440) (8,265) Expenditures for fixed assets (723,872) (35,002) Investment in Datron, net of cash acquired (5,598,000) - Net cash used in investing activities (6,328,312) (2,749,559) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common and preferred stock 137,505 824,500 Net proceeds (payments) from borrowings 553,000 899,040 Net proceeds (payments) from notes payable, related parties (846,972) 340,165 Net cash provided by (used in) financing activities (156,467) 2,063,705 Net increase/(decrease) in cash and cash equivalents 2,289,638 (2,577,211) Cash and cash equivalents at beginning of year 953,105 3,530,317 Cash and cash equivalents at end of year $3,198,280 $953,105 SUPPLEMENTAL DISCLOSURES: Interest and income taxes paid - - NON-CASH ACTIVITIES: Debt issued for acquisition of Datron $4,000,000 - Accrual issued for dispositions of subsidiaries $500,000 - The results of operations of the foreign subsidiaries are presented as a discontinued operation for all periods presented. See notes A and M. The accompanying notes are an integral part of these financial statements.
claimallegation

The report states 7 billion authorised common shares and 5,728,914,810 outstanding at 31 December 2023 versus 5,587,666,363 in 2022, with 34

The report states 7 billion authorised common shares and 5,728,914,810 outstanding at 31 December 2023 versus 5,587,666,363 in 2022, with 346 record holders. Series B outstanding is 87.3 million, but authorised B is 99 million in the security section and 100 million in Note H. Series A is listed as 26.9806 outstanding in the front table while Note H says it converted into 6,745 common shares not yet issued. The balance-sheet A line is zero. Conversion entitlement and unissued replacement shares must remain distinct from an assumed completed issuance.

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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 Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
claimallegation

Note H expressly says the company is not observing the requirement to reserve sufficient common shares for conversion of Series B and C pref

Note H expressly says the company is not observing the requirement to reserve sufficient common shares for conversion of Series B and C preferred. It also reports approximately 57.1 million common shares still owed under agreements and 6,745 additional shares due on Series A conversion, with a recorded liability and instruction to the transfer agent. This is an explicit issuer concession about an unmet requirement and uncompleted issuance, not an inferred motive or admission of every securities allegation.

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NOTE H - STOCKHOLDER'S EQUITY Common stock The Company has authorized 7,000,000,000 shares of common stock, with a par value of $.001 per share. As of December 31 , 2023, and 2022, the Company ha d 5,728,914,810 and 5,587,666,363 shares outstanding, respectively. At December 31, 2023, 2022 and 2021, the Company had outstanding obligations to issue approximately 57.1 million, 30.5 million and 4.1 million, common shares, respectively, in respect of agreements entered into from 2021 through 2023. Further, as noted below, the Company has an obligation to issue the 6,745 common shares issuable upon the mandatory conversion of the Series A preferred shares. The Company’s transfer agent will be instructed to issue such shares of common stock. The Company has recorded a liability to recognize the obligation. Among other provisions of the Certificate of Designations of the Series B and C preferred stock, the Company is required to reserve a sufficient number of shares of common stock of the Company for the conversion of all shares of preferred stock. The Company is not currently observing this requirement. Series A - Convertible Preferred stock The Company has authorized 100,000,000 shares of Preferred Stock, with a par value of $.001 per share. The Company filed a Certificate of Designation creating a Series A Convertible Preferred Stock classification for 200 shares. The Series A Preferred stated conversion price of $.10 per share was subject to certain anti -dilution provisions. The Series A Preferred Stock became converted into 6,745 shares of common stock pursuant to its terms, however such common shares have not yet been issued to the shareholders. The Company is instructing the transfer agent to issue an aggregate of 6,745 common shares to the remaining record holders of Series A Preferred stock. This obligation is included in the liability for common stock to be issued on the accompanying consolidated balance sheet. Series B - Convertible Preferred stock There are 100,000,000 shares of Series B Preferred authorized, and 87,300,000 and 70, 500,000 shares of Series B Preferred shares issued and outstanding as of December 31, 2023, and 2022, respectively. A Board of Directors resolution indicates that the conversion ratio is 200:1. 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
claimallegation

Tax notes report $62 million federal loss carryforwards, approximately $23 million post-2017 amounts, potential ownership-change limits with

Tax notes report $62 million federal loss carryforwards, approximately $23 million post-2017 amounts, potential ownership-change limits without a formal analysis, and a full valuation allowance leaving zero net deferred tax assets. They report no material uncertain positions or tax audits in the stated periods. Acknowledged possible ownership change for tax purposes is not automatically inconsistent with the cover’s different defined change-in-control test. Tax law descriptions are dated source content, not present advice or certified usable tax-asset value.

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NOTE J – INCOME TAXES The Company has no significant current income taxes due because of the losses generated in each period. The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax provision is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax 21.0 % 21.0 % State income taxes, net of federal tax benefit 10.4 % 2.0 % Other permanent items (21.6) % — Valuation allowance (9.8) % (23.0) % Effective income tax rate 0.0 0.0 Significant components of the Company’s net deferred tax assets are as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 16,558,000 $ 8,121,000 Accruals & reserves 500,000 — Stock compensation and other 263,000 — Total deferred tax assets 17,321,000 8,121,000 Deferred tax liabilities: Intangibles (2,581,000 ) — Total deferred tax liabilities (2,581,000 ) — Valuation allowance $ (14,740,000 ) $ (8,121,000 ) Net deferred tax assets $ — $ — At December 31, 2023, the Company had Federal net operating loss (NOL) carryforwards of approximately $62 million. The federal NOL carryforwards begin to expire in 2024. Of the total Federal net operating losses, the amounts incurred after 2017 of approximately $23 million will carry forward indefinitely. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of cert ain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any year may be limited. Although the Company has not undertaken a formal analysis, an ownership change may have occurred prior to December 31 , 2023, which would reduce the NOL available for use in future periods. Prior to 2022, taxpayers had the option under Section 174 of the Internal Revenue Code to either deduct their research and development costs or capitalize and amortize such costs over a period of not less than 60 months. As part of the tax law changes in the Tax Act enacted in 2017, starting with tax years beginning after December 31, 2021, Congress requires taxpayers to capitalize expenditures that qualify as Section 174 research and development costs and recover them over 5 years for expenditures attribut ed to domestic research and 15 years for expenditures attributed to foreign research. The tax effect of this legislation was immaterial for 2023.
claimallegation

Foreign operations Kreatx, FBD and Havas are presented as discontinued, with roughly $10.917 million 2023 revenue and $2.297 million profit

Foreign operations Kreatx, FBD and Havas are presented as discontinued, with roughly $10.917 million 2023 revenue and $2.297 million profit versus $22.664 million and $4.764 million in 2022. Note M specifies Kreatx separation effective 1 April 2023 and FBD/Havas 30 June, more specific than the general June wording. Disposal loss is approximately $8.714 million, including separation shares/cash, and $500,000 remains due to FBD. Historic consolidated profit does not demonstrate cash available after separation.

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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. Current State and Date of Incorporation or Registration: Nevada; May 15, 2000. Standing in this jurisdiction (e.g., active, default, inactive): Active Prior Incorporation Information for the issuer and any predecessors during the past five years: None. Describe any trading suspension 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: Effective May 18, 2023, the Company effected a repurchase of 20,000,000 of its Series B Preferred Shares. See Item 3 – Issuance History, below. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS ( previously reported as wholly- owned subsidiaries and collectively the “Foreign Subsidiaries”) entered into Agreements of Business Separation, effective on or before June 30, 2023, terminating the business relationships between the parties, in exchange for certain payment s and common stock issued. On September 16, 2023, the Company acquired 100% of the outstanding stock of Datron World Communications, Inc. (“Datron”), a provider of communications solutions to government, militaries, and industrial users globally. 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

Note N acknowledges corrections to stock-based expenses and accruals increased 2022 loss by approximately $2.2 million. Note O says a Februa

Note N acknowledges corrections to stock-based expenses and accruals increased 2022 loss by approximately $2.2 million. Note O says a February 2024 RB note balance including interest of $1,654,685 converted into 6,618,740 common shares, which calculates to $0.25 each, and an officer lent $100,000 in March. These are reported subsequent events, not confirmation that the list captures every material event through the June certification date.

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The Company recognized a loss on the disposition of these subsidiaries of approximately $8,714,000, as presented in the consolidated statement of operations , including shares and cash payments made to terminate these relationships. There is $500,000 due under the FBD separation agreement at December 31, 2023, which is included in accrued expenses on the consolidated balance sheet. NOTE N – RESTATEMENT The Company corrected errors in the calculation of stock-based expenses and certain accruals. The impact of such restatements was to increase the net loss for the year ended December 31, 2022, by approximately $2.2 million. NOTE O - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements, except as follows: In February 2024, a portion of the note payable due to RB Capital in the amount of $1,654,685, including accrued interest, was converted into 6,618,740 shares of common stock. In March 2024, an officer of the Company provided a loan of $100,000 to the Company.
claimallegation

Management describes the statements as reflecting necessary recurring adjustments while warning they may not include all GAAP disclosures, a

Management describes the statements as reflecting necessary recurring adjustments while warning they may not include all GAAP disclosures, and the named officers certify fair presentation based on their knowledge. The signatures establish the content and attribution of the certification in this copy; they do not resolve the numerical, scope and litigation-disclosure questions identified in the review.

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9) Disclosures and Financial Information A. The Disclosure Statement was prepared by (name of individual)1: Name: Mark Schmidt Title: President and CEO Relationship to Issuer: President and CEO B. The following financial statements were prepared in accordance with: ☐ IFRS ☒ U.S. GAAP C. The following financial statements were prepared by (name of individual)2: Name: Jon Kokkinos Title: Fractional Chief Financial Officer Relationship to Issuer: Engaged pursuant to consultancy agreement effective January 11, 2024. Describe the qualifications of the person or persons who prepared the financial statements:5 Jon Kokkinos is a CPA and fractional CFO with more than 10 years of experience in preparing GAAP financial statements. Jon has also served as the comptroller for several small and mid-cap companies. Provide the following qualifying financial statements: • Audit letter, if audited; • Balance Sheet; • Statement of Income; • Statement of Cash Flows; • Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity); • Financial Notes Financial Statement Requirements: • Financial statements must be published together with this disclosure statement as one document. • Financial statements must be “machine readable”. Do not publish images/scans of financial statements. • Financial statements must be presented with comparative financials against the prior FYE or period, as applicable. • Financial statements must be prepared in accordance with U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited. 5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons with sufficient financial skills.
claimallegation

The report describes Series B conversion and voting at 200 per preferred share, separate protective class votes, dividend declaration condit

The report describes Series B conversion and voting at 200 per preferred share, separate protective class votes, dividend declaration conditions and liquidation preference; Series C is non-voting with its stated moving-average conversion formula and conditional cumulative dividends. Front and note wording differ on payment timing/form. Note H reports approximately $295 million Series B and $3 million Series C liquidation preferences including arrears, while undeclared dividends are not recorded. These are issuer descriptions, not certified charter terms, current creditor claims or cash liabilities to add to accounts payable.

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* Please see Note H to the Financial Statements below, in respect of the automatic conversion of all shares of Series A Preferred of the Company. The Company will be issuing 6,745 shares of common stock to these shareholders. Exact title and class of security: Preferred Series B Par or stated value: $0.001 Total shares authorized: 99,000,000 as of date: December 31, 2023 Total shares outstanding: 87,300,000 as of date: December 31, 2023 Total number of shareholders of record: 4 as of date: December 31, 2023 Exact title and class of security: Preferred Series C Par or stated value: $0.001 Total shares authorized: 150,000 as of date: December 31, 2023 Total shares outstanding: 150,000 as of date: December 31, 2023 Total number of shareholders of record: 2 as of date: December 31, 2023 Please provide the above-referenced information for all other classes of authorized or outstanding equity securities. Security Description: The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable:  1. For common equity, describe any dividend, voting and preemption rights. No special rights attach to the Common Stock. 2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.  Series A Preferred Stock: Dividends. None declared by the Board of Directors. If the Board declared a dividend, it would be paid in Common Stock on a semi-annual basis. Voting Rights. The Certificate of Designations for the Series A provides that holders of the Series A Preferred would have the right to vote on any of the following matters: (i) the creation, authorization, or issuance of any class or series of shares ranking on a parity with or senior to the Series A Preferred with respect to dividends or upon the liquidation, dissolution, or winding up of the Corporation, and (ii) any agreement or other corporate action which would adversely affect the powers, rights, or preferences of the holders of the Series A Preferred. Conversion. The Certificate of Designations for the Series A provides conversion price of $.10 per share is subject to certain anti-dilution provisions. Each share of
claimallegation

The share-issuance table retains recipient, class, restriction, stated value and purpose. Listed 2023 common issuances sum to 141,248,447, m

The share-issuance table retains recipient, class, restriction, stated value and purpose. Listed 2023 common issuances sum to 141,248,447, matching the reported year-end common-share increase. They include Kasey Cooper and Matt Jones advisory awards, Tucker/Whiteley acquisition shares, Kreatx separation, executive terminations, Back Forty/Ostrowski advisory shares, Cordoba settlement, Gooding/Bell purchases and teaming/acquisition-representation awards. Reported issue values and restricted status are not proof of market sale, cash proceeds or performance of the underlying agreements.

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Shares Outstanding Opening Balance Date 12/31/2021 Common: 5,751,417,345 Preferred: A: 26.9806* B: 100,000,000 C: 150,000 *Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellatio n, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to: *** You must disclose the control person(s) for any entities listed. Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided Restricted or Unrestricted as of this filing. Exemp tion or Registr ation Type. 10/13/2023 New 10,000,000 Common 0.001 Yes Kasey Cooper Advisory Board Agreement Terms Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes Phillip Tucker Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes / Neill Whiteley Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/07/2023 New 10,000,000 Common 0.001 Yes Matt Jones Advisory Board Agreement Terms Restricted 4(a)(2) 06/21/2023 New 9,000,000 Series B 0.001 Yes Mark D. Schmidt, President and CEO Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 06/21/2023 New 5,000,000 Series B 0.001 Yes Larson J. Isely, EVP, CTO, and GM-UAS Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 05/22/2023 New 25,000,000 Common 0.001 Yes Kreatx SHPK/ Enor Nakuçi Lejdi Koçi Business Separation Agreement Terms Restricted 4(a)(2) 05/18/2023 Return to Treasury -20,000,000 Series B 0.001 Yes Richard P. Brown Affidavit of Lost Certificates / Returned to Treasury in 2010 but Transfer Agent never received. Restricted 4(a)(2)
claimallegation

The table records 30 million Series B shares to Montague/Denis Kalenja on 20 January 2023, 9 million to Schmidt and 5 million to Isely in Ju

The table records 30 million Series B shares to Montague/Denis Kalenja on 20 January 2023, 9 million to Schmidt and 5 million to Isely in June for management incentive and voting-control/hostile-takeover protection, and 27.2 million returned in 2023. These changes reconcile 70.5 million to 87.3 million B shares. Page 2 calls the 20 million Brown return a repurchase; the table describes lost certificates allegedly returned in 2010 but not received by the transfer agent. These different descriptions do not prove a 2023 cash purchase.

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Shares Outstanding Opening Balance Date 12/31/2021 Common: 5,751,417,345 Preferred: A: 26.9806* B: 100,000,000 C: 150,000 *Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellatio n, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to: *** You must disclose the control person(s) for any entities listed. Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided Restricted or Unrestricted as of this filing. Exemp tion or Registr ation Type. 10/13/2023 New 10,000,000 Common 0.001 Yes Kasey Cooper Advisory Board Agreement Terms Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes Phillip Tucker Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes / Neill Whiteley Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/07/2023 New 10,000,000 Common 0.001 Yes Matt Jones Advisory Board Agreement Terms Restricted 4(a)(2) 06/21/2023 New 9,000,000 Series B 0.001 Yes Mark D. Schmidt, President and CEO Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 06/21/2023 New 5,000,000 Series B 0.001 Yes Larson J. Isely, EVP, CTO, and GM-UAS Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 05/22/2023 New 25,000,000 Common 0.001 Yes Kreatx SHPK/ Enor Nakuçi Lejdi Koçi Business Separation Agreement Terms Restricted 4(a)(2) 05/18/2023 Return to Treasury -20,000,000 Series B 0.001 Yes Richard P. Brown Affidavit of Lost Certificates / Returned to Treasury in 2010 but Transfer Agent never received. Restricted 4(a)(2)
claimallegation

The 2022 table includes 200 million unrestricted common shares to RB Capital Partners/Brett Rosen/Deborah Braun for note conversion, Roman/R

The 2022 table includes 200 million unrestricted common shares to RB Capital Partners/Brett Rosen/Deborah Braun for note conversion, Roman/Rosewood debt-holder awards, acquisition shares for Tucker and Whiteley, a 700 million Critical Flow cancellation described as correcting an unfulfilled 2014 transaction, and 2 million restricted shares to Anthony Gonzalez under the distributor partnership. Such disclosed issuance is distinct from beneficial ownership at a later date, sale proceeds or the truth of the stated cancellation explanation. The 7 January 2022 entry names Priyanka Saxena as recipient of 20,833,333 restricted common shares under a stock purchase agreement at a stated 0.0012 value; recipient identity remains specific to this version.

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12/06/2022 New 62,500,000 Common 0.0016 Yes Roman Investments PR, LLC / Roman Vinfield Note conversion Unrestricted 4(a)(2) 11/22/2022 New 41,700,000 Common 0.012 Yes Roman Investments PR, LLC / Roman Vinfield Equity incentive to debt holder Restricted 4(a)(2) 11/08/2022 New 15,000,000 Common 0.0025 Yes Roman Investments PR, LLC / Roman Vinfield Equity incentive to debt holder Restricted 4(a)(2) 11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood Theater, LLC / Michael Sinensky Equity incentive to debt holder Restricted 4(a)(2) 08/15/2022 New 200,000,000 Common 0.00125 No RB Capital Partners, Inc. / Brett Rosen/ Deborah Braun Note conversion Unrestricted 4(a)(2) 07/15/2022 New 10,000,000 Common 0.05 No Phillip Tucker Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/15/2022 New 10,000,000 Common 0.05 No Neill Whiteley Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 05/05/2022 (06/14/2021 basis) New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase Agreement Restricted 4(a)(2) 05/04/2022 Return to Treasury -700,000,000 Common 0.001 Yes 4 Certificates Cancelled For: (700,000,000) Critical Flow Capital, LLC / Brian Kraman Shares Issued in Error from an unfulfilled financial transaction from 2014. The 700M restricted common stock shares required Management to complete complex process of legally fulfilling the consent and compliance process required by its transfer agent and the representatives of the prior shareholder to remove these Restricted 4(a)(2)
claimallegation

The note schedule separates original principal, accrued interest, balance, maturity and conversion terms. Five RB rows imply $5.25 million p

The note schedule separates original principal, accrued interest, balance, maturity and conversion terms. Five RB rows imply $5.25 million principal, but show different maturity dates from the aggregate July 2024 date in Note G. Datron’s two $2 million notes have 3%/5% interest and 90%/85% VWAP conversion terms. Other lenders include Bilal Maadarani, Bassam Pharaon, Matt Jones, Andras Forgacs, Robert Miller, Christopher Whitehead, Rawls Trust, Dixon FLP, Bakatsias, Fly Rite, Hayek, Yessaian and Irizarry. The underlying notes and amendments are needed before any payoff or conversion conclusion.

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Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares) Name of Noteholder *** You must disclose the control person(s) for any entities listed Reason for Issuance (e.g., Loan, Services, etc.) 10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan 01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan 04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion per share Matt Jones Loan 05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion per share Andras Forgacs Loan 05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan 06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher Whitehead Loan 06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion per share Jeryl S. Rawls Revocable Trust Loan 06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion per share John W. Dixon FLP Loan 07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion per share Giorgios Bakatsias Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Fly Rite LLC Barbara Settle Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Hayek Ventures, LLC William G. Settle Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Charles Yessaian Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Ferdinand Irizarry Loan 09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc. Arthur Barter Acquisition note
claimallegation

The printed Fly Rite and Hayek rows each show $31,250 outstanding, $125,000 original principal and $31,250 accrued interest; the outstanding

The printed Fly Rite and Hayek rows each show $31,250 outstanding, $125,000 original principal and $31,250 accrued interest; the outstanding field equals interest alone without explanation of principal repayment. Another RB principal field is printed 1,500,00. These visibly present source issues require the loan ledger and original instruments; the review does not silently replace their fields or infer missing cash.

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Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares) Name of Noteholder *** You must disclose the control person(s) for any entities listed Reason for Issuance (e.g., Loan, Services, etc.) 10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan 09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan 09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan 01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan 04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion per share Matt Jones Loan 05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion per share Andras Forgacs Loan 05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan 06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher Whitehead Loan 06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion per share Jeryl S. Rawls Revocable Trust Loan 06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion per share John W. Dixon FLP Loan 07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion per share Giorgios Bakatsias Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Fly Rite LLC Barbara Settle Loan 07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion per share Hayek Ventures, LLC William G. Settle Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Charles Yessaian Loan 08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion per share Ferdinand Irizarry Loan 09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc. Arthur Barter Acquisition note
entityobservation

Cyberlux Corporation

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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 Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
entityobservation

Mark D. Schmidt

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10) Issuer Certification Principal Executive Officer: The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report. The certifications shall follow the format below: I, Mark D. Schmidt, certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ Mark D. Schmidt (Digital Signatures should appear as “/s/ [OFFICER NAME]”) Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ David Downing (Digital Signatures should appear as “/s/ [OFFICER NAME]”)
entityobservation

David Downing

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10) Issuer Certification Principal Executive Officer: The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report. The certifications shall follow the format below: I, Mark D. Schmidt, certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ Mark D. Schmidt (Digital Signatures should appear as “/s/ [OFFICER NAME]”) Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ David Downing (Digital Signatures should appear as “/s/ [OFFICER NAME]”)
entityobservation

Jon Kokkinos

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9) Disclosures and Financial Information A. The Disclosure Statement was prepared by (name of individual)1: Name: Mark Schmidt Title: President and CEO Relationship to Issuer: President and CEO B. The following financial statements were prepared in accordance with: ☐ IFRS ☒ U.S. GAAP C. The following financial statements were prepared by (name of individual)2: Name: Jon Kokkinos Title: Fractional Chief Financial Officer Relationship to Issuer: Engaged pursuant to consultancy agreement effective January 11, 2024. Describe the qualifications of the person or persons who prepared the financial statements:5 Jon Kokkinos is a CPA and fractional CFO with more than 10 years of experience in preparing GAAP financial statements. Jon has also served as the comptroller for several small and mid-cap companies. Provide the following qualifying financial statements: • Audit letter, if audited; • Balance Sheet; • Statement of Income; • Statement of Cash Flows; • Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity); • Financial Notes Financial Statement Requirements: • Financial statements must be published together with this disclosure statement as one document. • Financial statements must be “machine readable”. Do not publish images/scans of financial statements. • Financial statements must be presented with comparative financials against the prior FYE or period, as applicable. • Financial statements must be prepared in accordance with U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited. 5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons with sufficient financial skills.
entityobservation

Montague Capital

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Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, log in to www.OTCIQ.com to update your company profile. 7) Legal/Disciplinary History A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in the past 10 years: 1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minor traffic violations); None. 2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related, insurance or banking activities; None. 5,300,000 Series B 6.07% John W. Ringo Secretary Director Atlanta, GA 123,783 Common Less than 1% Aaron Goodman Chief Operating Officer Director Waccabuc, NY 70,000,000 Common 1.253% Larry J. Isely Chief Technology Officer Denton, TX 5,000,000 Series B 5.73% Lon E. Bell None Altadena, CA 10.0000 Series A 37% Christina Crossman None Maitland, FL 4.0000 Series A 15% Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19% John G. Hule None West Berlin, NJ 2.5806 Series A 10% Charles O’Brien None Altamonte Springs, FL 1.4000 Series A 5% Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% Montague Capital Partners LLC Strategic Consultant Miami, FL 30,000,000 179,500,000 Series B Common 34.36% 3.019% Denis Kalenja Recovery Fund USA, LLC Lutz, FL 148,000 Series C 98.667% Jamie Rand
entityobservation

Denis Kalenja

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Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, log in to www.OTCIQ.com to update your company profile. 7) Legal/Disciplinary History A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in the past 10 years: 1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minor traffic violations); None. 2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related, insurance or banking activities; None. 5,300,000 Series B 6.07% John W. Ringo Secretary Director Atlanta, GA 123,783 Common Less than 1% Aaron Goodman Chief Operating Officer Director Waccabuc, NY 70,000,000 Common 1.253% Larry J. Isely Chief Technology Officer Denton, TX 5,000,000 Series B 5.73% Lon E. Bell None Altadena, CA 10.0000 Series A 37% Christina Crossman None Maitland, FL 4.0000 Series A 15% Neal M. Goldstein None Oxenard, CA 5.0000 Series A 19% John G. Hule None West Berlin, NJ 2.5806 Series A 10% Charles O’Brien None Altamonte Springs, FL 1.4000 Series A 5% Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% Montague Capital Partners LLC Strategic Consultant Miami, FL 30,000,000 179,500,000 Series B Common 34.36% 3.019% Denis Kalenja Recovery Fund USA, LLC Lutz, FL 148,000 Series C 98.667% Jamie Rand
entityobservation

Datron World

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During the years ended December 31, 2023, and 2022, amortization expense charged to operations was approximately $683,000 and $20 ,000, respectively . During 2023, certain fully amortized patents and technology intangible assets were written off. Annual amortization expense of intangibles will approximate $2,600,000 for the next 4 years, and then $1,800,000 thereafter. Acquisition of Datron On September 16, 2023, the Company acquired 100% of the outstanding stock of Datron World Communications, Inc. (“Datron”), a provider of communications solutions to government, militaries, and industrial users globally. The purchase price consisted of the payment of $3.0 million at closing, issuance of a $2.0 million note payable (1st note), the issuance of a $2.0 million note payable (2nd note) and the cancellation of a $3.5 million advance previously made to Datron. The 1st note payable bears interest at 3% per annum and is due September 2026. The holder can elect to convert the note into shares of common stock at 90% of the VWAP after September 2024. The 2nd note payable bears interest at 5% per annum and is due September 2026. The holder can elect to convert the note into shares of common stock at 85% of the VWAP after September 2024. The acquisition was accounted for as an acquisition of a business, and the purchase price of approximately $10.5 million was allocated to net operating assets of $ 0.1 million and the remaining $10.4 million was allocated to technology based intangible assets, which will be amortized over 5 years. The Company has not yet completed the purchase price allocation and valuation of the identifiable intangible assets as required by ASC 805, but expects to have it completed for the December 31, 2024, reporting period. Datron had significant deferred tax assets as a result of net operating loss carryforwards and certain timing assets which exceeded the deferred tax liability which would have been record as a result of the basis difference in the intangible assets resulting from the acquisition. No net deferred tax assets or liabilities were recognized from the acquisition – See Note J. NOTE F- ACCRUED EXPENSES Current liabilities as of December 31, 2023, and 2022 are as follows: 2023 2022 Accrued payroll, payroll taxes and other $ 1,677,835 $ 728,577 Taxes and other 100,000 - Commissions payable 2,628,360 - Total $ 4,406,195 $ 728,577 NOTE G – NOTES PAYABLE The Company has borrowed money from affiliates and non-affiliates over the past few years. The Company has also settled certain obligations through the issuance of promissory notes and settled certain past -due notes payable through cash payments or equity issuances. Interest expense for the years ended December 31, 2023, and 2022 was approximately $310,000 and $662,000, respectively, including amortization of debt discount of $41,000 in 2023. Accrued interest was approximately $2,065,000 and $1,974,000 at December 31, 2023, and 2022.
entityobservation

Phillip Tucker

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Shares Outstanding Opening Balance Date 12/31/2021 Common: 5,751,417,345 Preferred: A: 26.9806* B: 100,000,000 C: 150,000 *Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellatio n, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to: *** You must disclose the control person(s) for any entities listed. Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided Restricted or Unrestricted as of this filing. Exemp tion or Registr ation Type. 10/13/2023 New 10,000,000 Common 0.001 Yes Kasey Cooper Advisory Board Agreement Terms Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes Phillip Tucker Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes / Neill Whiteley Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/07/2023 New 10,000,000 Common 0.001 Yes Matt Jones Advisory Board Agreement Terms Restricted 4(a)(2) 06/21/2023 New 9,000,000 Series B 0.001 Yes Mark D. Schmidt, President and CEO Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 06/21/2023 New 5,000,000 Series B 0.001 Yes Larson J. Isely, EVP, CTO, and GM-UAS Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 05/22/2023 New 25,000,000 Common 0.001 Yes Kreatx SHPK/ Enor Nakuçi Lejdi Koçi Business Separation Agreement Terms Restricted 4(a)(2) 05/18/2023 Return to Treasury -20,000,000 Series B 0.001 Yes Richard P. Brown Affidavit of Lost Certificates / Returned to Treasury in 2010 but Transfer Agent never received. Restricted 4(a)(2)
entityobservation

Whiteley

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Shares Outstanding Opening Balance Date 12/31/2021 Common: 5,751,417,345 Preferred: A: 26.9806* B: 100,000,000 C: 150,000 *Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellatio n, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to: *** You must disclose the control person(s) for any entities listed. Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided Restricted or Unrestricted as of this filing. Exemp tion or Registr ation Type. 10/13/2023 New 10,000,000 Common 0.001 Yes Kasey Cooper Advisory Board Agreement Terms Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes Phillip Tucker Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/10/2023 New 5,000,000 Common 0.05 Yes / Neill Whiteley Catalyst Machineworks Acquisition Agreement Restricted 4(a)(2) 07/07/2023 New 10,000,000 Common 0.001 Yes Matt Jones Advisory Board Agreement Terms Restricted 4(a)(2) 06/21/2023 New 9,000,000 Series B 0.001 Yes Mark D. Schmidt, President and CEO Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 06/21/2023 New 5,000,000 Series B 0.001 Yes Larson J. Isely, EVP, CTO, and GM-UAS Management Incentive and Voting Control / Hostile Takeover Protection Restricted 4(a)(2) 05/22/2023 New 25,000,000 Common 0.001 Yes Kreatx SHPK/ Enor Nakuçi Lejdi Koçi Business Separation Agreement Terms Restricted 4(a)(2) 05/18/2023 Return to Treasury -20,000,000 Series B 0.001 Yes Richard P. Brown Affidavit of Lost Certificates / Returned to Treasury in 2010 but Transfer Agent never received. Restricted 4(a)(2)
eventattribution

Schmidt and Downing date their knowledge-qualified issuer certifications; no independent filing receipt is supplied.

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10) Issuer Certification Principal Executive Officer: The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report. The certifications shall follow the format below: I, Mark D. Schmidt, certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ Mark D. Schmidt (Digital Signatures should appear as “/s/ [OFFICER NAME]”) Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 6/26/2024 /s/ David Downing (Digital Signatures should appear as “/s/ [OFFICER NAME]”)
inferenceinference

The source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its inte

The source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

inferenceinference

Advances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-c

Advances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

inferenceinference

Different share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A prefer

Different share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

inferenceinference

The cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unb

The cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

otherattribution

Complete supplied 41-page source reviewed at SHA-256 7f0eab712f5825641549f07a79678863b0df9fed533dd23cd0ed4bb99e5858bb. Source assertions, or

Complete supplied 41-page source reviewed at SHA-256 7f0eab712f5825641549f07a79678863b0df9fed533dd23cd0ed4bb99e5858bb. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.

Read the anchor · page 1
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com Amended Annual Report For the period ending: December 31, 2023 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,728,914,810 as of December 31, 2023 (Current Reporting Period Date or More Recent Date ) 5,587,666,363 as of December 31, 2022 (Most Recent Completed Fiscal Year End)) Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period: reporting period: Yes: ☐ No: ☒ 4 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting secur ities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
questionquestion

What original trial balance, consolidation/discontinued-operation bridge and bank reconciliation explain the $44,463 cash roll-forward diffe

What original trial balance, consolidation/discontinued-operation bridge and bank reconciliation explain the $44,463 cash roll-forward difference and differing 2022 cash/loss bases?

questionquestion

What transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares,

What transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

questionquestion

What customer/deposit/WIP and acceptance records reconcile the programme advance, recognised revenue, remaining deposits and actual completi

What customer/deposit/WIP and acceptance records reconcile the programme advance, recognised revenue, remaining deposits and actual completion states?

questionquestion

What loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-sour

What loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

questionquestion

Which commission contracts and payee schedules allocate the $2,628,360 accrual without confusing it with later disputed demands?

questionquestion

What operative judgments, settlement ledger and complete subsequent-event review establish the accuracy and currency of the litigation narra

What operative judgments, settlement ledger and complete subsequent-event review establish the accuracy and currency of the litigation narrative as at 26 June 2024?

questionquestion

What completed purchase-price valuation, tax ownership study and later financing/performance evidence test management’s provisional values a

What completed purchase-price valuation, tax ownership study and later financing/performance evidence test management’s provisional values and going-concern assumptions?

questionquestion

Does the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully recon

Does the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

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.

unmanned aircraft solutions significant business developments the cyberlux uas team of aircraft engineers fabricators and test pilots have advanced the business unit from its position as a world wide leader in the fpv aircraft industry to a successful military sector uas provider delivering uas solutions under multiple department of defense and u s foreign military sales contractsrelates 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.

100%
Confidence 100%Link weight 100%
Unmanned Aircraft Solutions Significant Business Developments The Cyberlux UAS team of aircraft engineers, fabricators, and test pilots have advanced the business unit from its position as a world-wide leader in the FPV aircraft industry to a successful military sector UAS provider, delivering UAS solutions under multiple Department of Defense and U.S. foreign military sales contracts.supportsunmanned aircraft solutions significant business developments the cyberlux uas team of aircraft engineers fabricators and test pilots have advanced the business unit from its position as a world wide leader in the fpv aircraft industry to a successful military sector uas provider delivering uas solutions under multiple department of defense and u s foreign military sales contracts

This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.

86%
Confidence 86%Link weight 86%
He reports his understanding that USASAC will add the LOR to the current tranche once approved by OSD-P/DSPA, preserving the printed DSPA rather than silently changing it to DSCA. He also reports a further 1,000-unit UKR SBU SOF LOR and a 2,000-unit UKR MIA border-protection request delayed behind the first case. The three quantities sum to 4,000 requested units in his account, not 4,000 ordered, approved or delivered units; the underlying LORs and approval chain are absent.referencesNote A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.

The 2022 email reports requested quantities and pending approvals; the 2023 accounts report a later programme advance and acceptance uncertainty. Match exact LOR and contract identifiers before treating quantities, programmes or funding as identical.

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Confidence 75%Link weight 50%
The control table reports Schmidt’s 47 million B shares as 53.84% of that class, Montague’s 30 million as 34.36%, Isely’s 5 million as 5.73% and Downing’s continuation-row 5.3 million as 6.07%. Montague is identified as strategic consultant controlled by Denis Kalenja. These are class percentages, not percentages of all votes or economic interests. Common-share percentages printed for Montague and Goodman do not match the reported year-end denominator: 179.5 million / 5,728,914,810 is about 3.133%, versus printed 3.019%; 70 million is about 1.222%, versus printed 1.253%.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Inventory is reported at $16,818,126: component parts $3,935,012 plus work in progress $14,472,404 plus finished goods $322,873 less $1,912,163 obsolescence allowance. The components reconcile. Management says WIP primarily concerns the DoD products. Accounting WIP value is not a count of completed aircraft, independent valuation or customer acceptance.supportsWhat customer/deposit/WIP and acceptance records reconcile the programme advance, recognised revenue, remaining deposits and actual completion states?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 balance sheet reports assets $33,720,980, current assets $21,579,669, current liabilities $43,176,051, long-term liabilities $4,301,339 and equity deficit $13,756,410. Current liabilities exceed current assets by $21,596,382. Its current-liability components, including accrued liabilities $4,381,195, reconcile to the printed current-liability subtotal. Asset components also reconcile to $33,720,980; total liabilities less equity deficit reconcile to the same total. Note F separately reports accrued expenses $4,406,195, $25,000 above the balance-sheet line, without a bridging explanation. Note B acknowledges roughly $40 million accumulated losses and financing dependence while expressing management confidence in growth, and warns financing may fail and cessation or bankruptcy may follow. These are historical carrying values and a liquidity warning, not present liquidation value or a legal insolvency adjudication.supportsManagement’s going-concern basis depends on further finance and profitable performance; the report itself gives no assurance these will occur.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Related-party principal is listed as Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most without scheduled repayment terms. Those amounts total $2,570,761, one dollar below the balance-sheet line. Cash flow reports $846,972 net related-note repayments while the year-end principal reduction is $813,506 using the note totals; gross repayments, additions and non-cash changes require reconciliation. Note I separately reports roughly $1.6 million consulting fees paid to shareholders in 2023 versus $0.6 million in 2022. Neither amount identifies a particular bank transfer or establishes illegality.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Total customer deposits are $23,939,170 on the balance sheet and $23,939,171 in cash-flow changes, while Note A identifies $23,145,000 remaining on the specified programme. The $794,170 difference between total deposits and that programme figure is not automatically an error because the scope differs. A customer/programme deposit ledger and bank reconciliation are needed to identify the remainder; these liabilities are not unrestricted revenue.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note F accrued expenses total $4,406,195, including $1,677,835 payroll/payroll taxes/other, $100,000 taxes/other and $2,628,360 commissions payable. Note M separately places $500,000 due under FBD separation in accrued expenses without identifying its row. No commission payee or contract allocation is given here. Recognising an aggregate commission liability does not admit the full amount demanded by Montague, ARG or another claimant. This note total exceeds the balance-sheet accrued-liability line of $4,381,195 by $25,000; the source supplies no reconciliation of that difference.supportsWhich commission contracts and payee schedules allocate the $2,628,360 accrual without confusing it with later disputed demands?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The printed Fly Rite and Hayek rows each show $31,250 outstanding, $125,000 original principal and $31,250 accrued interest; the outstanding field equals interest alone without explanation of principal repayment. Another RB principal field is printed 1,500,00. These visibly present source issues require the loan ledger and original instruments; the review does not silently replace their fields or infer missing cash.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report states 7 billion authorised common shares and 5,728,914,810 outstanding at 31 December 2023 versus 5,587,666,363 in 2022, with 346 record holders. Series B outstanding is 87.3 million, but authorised B is 99 million in the security section and 100 million in Note H. Series A is listed as 26.9806 outstanding in the front table while Note H says it converted into 6,745 common shares not yet issued. The balance-sheet A line is zero. Conversion entitlement and unissued replacement shares must remain distinct from an assumed completed issuance.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The note schedule separates original principal, accrued interest, balance, maturity and conversion terms. Five RB rows imply $5.25 million principal, but show different maturity dates from the aggregate July 2024 date in Note G. Datron’s two $2 million notes have 3%/5% interest and 90%/85% VWAP conversion terms. Other lenders include Bilal Maadarani, Bassam Pharaon, Matt Jones, Andras Forgacs, Robert Miller, Christopher Whitehead, Rawls Trust, Dixon FLP, Bakatsias, Fly Rite, Hayek, Yessaian and Irizarry. The underlying notes and amendments are needed before any payoff or conversion conclusion.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Advertising/marketing expense is approximately $76,000 in the policy note versus $1,521,845 on the 2023 operating statement; the 2022 figures are approximately $98,000 versus $199,105. The notes describe approximately $67,000 depreciation and $683,000 amortisation in 2023, while the statement and cash flow use $623,824 combined. Classification, capitalisation or source revisions may explain differences, but no bridge is supplied. R&D approximately $157,000/$5.041 million is broadly consistent with the statement.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note H expressly says the company is not observing the requirement to reserve sufficient common shares for conversion of Series B and C preferred. It also reports approximately 57.1 million common shares still owed under agreements and 6,745 additional shares due on Series A conversion, with a recorded liability and instruction to the transfer agent. This is an explicit issuer concession about an unmet requirement and uncompleted issuance, not an inferred motive or admission of every securities allegation.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Advertising/marketing expense is approximately $76,000 in the policy note versus $1,521,845 on the 2023 operating statement; the 2022 figures are approximately $98,000 versus $199,105. The notes describe approximately $67,000 depreciation and $683,000 amortisation in 2023, while the statement and cash flow use $623,824 combined. Classification, capitalisation or source revisions may explain differences, but no bridge is supplied. R&D approximately $157,000/$5.041 million is broadly consistent with the statement.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The control table reports Schmidt’s 47 million B shares as 53.84% of that class, Montague’s 30 million as 34.36%, Isely’s 5 million as 5.73% and Downing’s continuation-row 5.3 million as 6.07%. Montague is identified as strategic consultant controlled by Denis Kalenja. These are class percentages, not percentages of all votes or economic interests. Common-share percentages printed for Montague and Goodman do not match the reported year-end denominator: 179.5 million / 5,728,914,810 is about 3.133%, versus printed 3.019%; 70 million is about 1.222%, versus printed 1.253%.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.supportsManagement’s going-concern basis depends on further finance and profitable performance; the report itself gives no assurance these will occur.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Tax notes report $62 million federal loss carryforwards, approximately $23 million post-2017 amounts, potential ownership-change limits without a formal analysis, and a full valuation allowance leaving zero net deferred tax assets. They report no material uncertain positions or tax audits in the stated periods. Acknowledged possible ownership change for tax purposes is not automatically inconsistent with the cover’s different defined change-in-control test. Tax law descriptions are dated source content, not present advice or certified usable tax-asset value.supportsWhat completed purchase-price valuation, tax ownership study and later financing/performance evidence test management’s provisional values and going-concern assumptions?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Related-party principal is listed as Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most without scheduled repayment terms. Those amounts total $2,570,761, one dollar below the balance-sheet line. Cash flow reports $846,972 net related-note repayments while the year-end principal reduction is $813,506 using the note totals; gross repayments, additions and non-cash changes require reconciliation. Note I separately reports roughly $1.6 million consulting fees paid to shareholders in 2023 versus $0.6 million in 2022. Neither amount identifies a particular bank transfer or establishes illegality.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Inventory is reported at $16,818,126: component parts $3,935,012 plus work in progress $14,472,404 plus finished goods $322,873 less $1,912,163 obsolescence allowance. The components reconcile. Management says WIP primarily concerns the DoD products. Accounting WIP value is not a count of completed aircraft, independent valuation or customer acceptance.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Total customer deposits are $23,939,170 on the balance sheet and $23,939,171 in cash-flow changes, while Note A identifies $23,145,000 remaining on the specified programme. The $794,170 difference between total deposits and that programme figure is not automatically an error because the scope differs. A customer/programme deposit ledger and bank reconciliation are needed to identify the remainder; these liabilities are not unrestricted revenue.supportsWhat customer/deposit/WIP and acceptance records reconcile the programme advance, recognised revenue, remaining deposits and actual completion states?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note H expressly says the company is not observing the requirement to reserve sufficient common shares for conversion of Series B and C preferred. It also reports approximately 57.1 million common shares still owed under agreements and 6,745 additional shares due on Series A conversion, with a recorded liability and instruction to the transfer agent. This is an explicit issuer concession about an unmet requirement and uncompleted issuance, not an inferred motive or admission of every securities allegation.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Management describes the statements as reflecting necessary recurring adjustments while warning they may not include all GAAP disclosures, and the named officers certify fair presentation based on their knowledge. The signatures establish the content and attribution of the certification in this copy; they do not resolve the numerical, scope and litigation-disclosure questions identified in the review.supportsThe source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 balance sheet reports assets $33,720,980, current assets $21,579,669, current liabilities $43,176,051, long-term liabilities $4,301,339 and equity deficit $13,756,410. Current liabilities exceed current assets by $21,596,382. Its current-liability components, including accrued liabilities $4,381,195, reconcile to the printed current-liability subtotal. Asset components also reconcile to $33,720,980; total liabilities less equity deficit reconcile to the same total. Note F separately reports accrued expenses $4,406,195, $25,000 above the balance-sheet line, without a bridging explanation. Note B acknowledges roughly $40 million accumulated losses and financing dependence while expressing management confidence in growth, and warns financing may fail and cessation or bankruptcy may follow. These are historical carrying values and a liquidity warning, not present liquidation value or a legal insolvency adjudication.supportsWhat completed purchase-price valuation, tax ownership study and later financing/performance evidence test management’s provisional values and going-concern assumptions?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Diluted-loss disclosure excludes approximately 24 billion note-conversion shares and 22 billion preferred-conversion shares as anti-dilutive, versus 270 million and 14 billion in 2022. Series B alone at the stated 200:1 ratio gives 17.46 billion potential common shares. A full conversion schedule, including price assumptions and Series C, is needed to reconcile the approximate totals. Neither the exclusion nor the 7 billion authorised common shares proves those potential shares were issued.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The table records 30 million Series B shares to Montague/Denis Kalenja on 20 January 2023, 9 million to Schmidt and 5 million to Isely in June for management incentive and voting-control/hostile-takeover protection, and 27.2 million returned in 2023. These changes reconcile 70.5 million to 87.3 million B shares. Page 2 calls the 20 million Brown return a repurchase; the table describes lost certificates allegedly returned in 2010 but not received by the transfer agent. These different descriptions do not prove a 2023 cash purchase.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Total customer deposits are $23,939,170 on the balance sheet and $23,939,171 in cash-flow changes, while Note A identifies $23,145,000 remaining on the specified programme. The $794,170 difference between total deposits and that programme figure is not automatically an error because the scope differs. A customer/programme deposit ledger and bank reconciliation are needed to identify the remainder; these liabilities are not unrestricted revenue.supportsAdvances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Advertising/marketing expense is approximately $76,000 in the policy note versus $1,521,845 on the 2023 operating statement; the 2022 figures are approximately $98,000 versus $199,105. The notes describe approximately $67,000 depreciation and $683,000 amortisation in 2023, while the statement and cash flow use $623,824 combined. Classification, capitalisation or source revisions may explain differences, but no bridge is supplied. R&D approximately $157,000/$5.041 million is broadly consistent with the statement.supportsThe source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the printed increase $2,289,638. But beginning cash $953,105 plus that increase equals $3,242,743, not printed ending cash $3,198,280: a $44,463 unreconciled difference. No separate reconciling line is shown. This is a within-source arithmetic defect, not evidence that $44,463 was stolen.supportsWhat original trial balance, consolidation/discontinued-operation bridge and bank reconciliation explain the $44,463 cash roll-forward difference and differing 2022 cash/loss bases?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The equity table closes its 2022 section at 5,567,666,363 common shares, then opens the 2023 restated section at 5,587,666,363, a 20 million-share difference without a specific bridge in that table. Closing 2023 shares reconcile to the stated 141,248,447 increase. The 2023 equity table and balance sheet differ by one dollar in treasury stock, paid-in capital and aggregate deficit. Common-stock and preferred carrying amounts are not obtained simply by multiplying outstanding shares where treasury/issued amounts differ; issuance and treasury ledgers remain necessary.supportsThe source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the printed increase $2,289,638. But beginning cash $953,105 plus that increase equals $3,242,743, not printed ending cash $3,198,280: a $44,463 unreconciled difference. No separate reconciling line is shown. This is a within-source arithmetic defect, not evidence that $44,463 was stolen.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Facilities are described as an annually renewed headquarters suite, a 21,450-square-foot Texas Catalyst facility under a three-year lease and a 47,174-square-foot California Datron facility under a five-year lease, each with two years remaining. Note K instead collectively describes a five-year California/Texas lease ending December 2025 and approximately $2,000 monthly rent. The lease schedule gives $859,212 undiscounted payments, $792,710 present value and two years remaining, while the following text says three years of ROU amortisation and about $439,000 liability. Scope and amounts require lease-by-lease reconciliation; no invented correction is made.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The statement reports 2023 revenue $20,464,645, cost of goods $8,566,307, gross profit $11,898,338, operating expenses $15,305,131 and operating loss $3,406,793. A $8,713,952 disposal loss contributes to continuing loss $11,806,907; discontinued profit $2,296,869 yields common-stockholder loss $9,510,038. The corresponding 2022 common loss is $1,809,759. Revenue, gross margin, operating result, disposal effect and total loss are separate measures; no contract cash receipt is inferred from revenue.supportsAdvances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Management describes the statements as reflecting necessary recurring adjustments while warning they may not include all GAAP disclosures, and the named officers certify fair presentation based on their knowledge. The signatures establish the content and attribution of the certification in this copy; they do not resolve the numerical, scope and litigation-disclosure questions identified in the review.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The printed Fly Rite and Hayek rows each show $31,250 outstanding, $125,000 original principal and $31,250 accrued interest; the outstanding field equals interest alone without explanation of principal repayment. Another RB principal field is printed 1,500,00. These visibly present source issues require the loan ledger and original instruments; the review does not silently replace their fields or infer missing cash.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Diluted-loss disclosure excludes approximately 24 billion note-conversion shares and 22 billion preferred-conversion shares as anti-dilutive, versus 270 million and 14 billion in 2022. Series B alone at the stated 200:1 ratio gives 17.46 billion potential common shares. A full conversion schedule, including price assumptions and Series C, is needed to reconcile the approximate totals. Neither the exclusion nor the 7 billion authorised common shares proves those potential shares were issued.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Inventory is reported at $16,818,126: component parts $3,935,012 plus work in progress $14,472,404 plus finished goods $322,873 less $1,912,163 obsolescence allowance. The components reconcile. Management says WIP primarily concerns the DoD products. Accounting WIP value is not a count of completed aircraft, independent valuation or customer acceptance.supportsAdvances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The equity table closes its 2022 section at 5,567,666,363 common shares, then opens the 2023 restated section at 5,587,666,363, a 20 million-share difference without a specific bridge in that table. Closing 2023 shares reconcile to the stated 141,248,447 increase. The 2023 equity table and balance sheet differ by one dollar in treasury stock, paid-in capital and aggregate deficit. Common-stock and preferred carrying amounts are not obtained simply by multiplying outstanding shares where treasury/issued amounts differ; issuance and treasury ledgers remain necessary.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Management describes the statements as reflecting necessary recurring adjustments while warning they may not include all GAAP disclosures, and the named officers certify fair presentation based on their knowledge. The signatures establish the content and attribution of the certification in this copy; they do not resolve the numerical, scope and litigation-disclosure questions identified in the review.supportsWhat operative judgments, settlement ledger and complete subsequent-event review establish the accuracy and currency of the litigation narrative as at 26 June 2024?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The table records 30 million Series B shares to Montague/Denis Kalenja on 20 January 2023, 9 million to Schmidt and 5 million to Isely in June for management incentive and voting-control/hostile-takeover protection, and 27.2 million returned in 2023. These changes reconcile 70.5 million to 87.3 million B shares. Page 2 calls the 20 million Brown return a repurchase; the table describes lost certificates allegedly returned in 2010 but not received by the transfer agent. These different descriptions do not prove a 2023 cash purchase.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Facilities are described as an annually renewed headquarters suite, a 21,450-square-foot Texas Catalyst facility under a three-year lease and a 47,174-square-foot California Datron facility under a five-year lease, each with two years remaining. Note K instead collectively describes a five-year California/Texas lease ending December 2025 and approximately $2,000 monthly rent. The lease schedule gives $859,212 undiscounted payments, $792,710 present value and two years remaining, while the following text says three years of ROU amortisation and about $439,000 liability. Scope and amounts require lease-by-lease reconciliation; no invented correction is made.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.supportsAdvances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the printed increase $2,289,638. But beginning cash $953,105 plus that increase equals $3,242,743, not printed ending cash $3,198,280: a $44,463 unreconciled difference. No separate reconciling line is shown. This is a within-source arithmetic defect, not evidence that $44,463 was stolen.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report lists net property/equipment $1,034,033 and net intangibles $10,478,722, with gross amounts, accumulated charges and useful lives. It describes Datron consideration as $3 million closing cash, two $2 million notes and cancellation of a $3.5 million advance, totalling $10.5 million. It allocates approximately $10.4 million to technology and $0.1 million to net operating assets, while explicitly saying purchase-price allocation/valuation is unfinished and expected by the December 2024 period. This is a provisional accounting allocation, not an independent technology valuation.supportsWhat completed purchase-price valuation, tax ownership study and later financing/performance evidence test management’s provisional values and going-concern assumptions?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report states 7 billion authorised common shares and 5,728,914,810 outstanding at 31 December 2023 versus 5,587,666,363 in 2022, with 346 record holders. Series B outstanding is 87.3 million, but authorised B is 99 million in the security section and 100 million in Note H. Series A is listed as 26.9806 outstanding in the front table while Note H says it converted into 6,745 common shares not yet issued. The balance-sheet A line is zero. Conversion entitlement and unissued replacement shares must remain distinct from an assumed completed issuance.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
This 41-page amended annual report covers 31 December 2023, with 2022 restated comparisons. It identifies Pink Basic disclosure guidelines, checks US GAAP and labels the accounts unaudited. Mark D. Schmidt and David Downing provide knowledge-qualified certifications dated 26 June 2024. Jon Kokkinos is identified as financial-statement preparer under a consultancy effective 11 January 2024; preparation, certification and audit are distinct roles. No independent audit opinion or actual filing receipt is contained here.supportsThe source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 balance sheet reports assets $33,720,980, current assets $21,579,669, current liabilities $43,176,051, long-term liabilities $4,301,339 and equity deficit $13,756,410. Current liabilities exceed current assets by $21,596,382. Its current-liability components, including accrued liabilities $4,381,195, reconcile to the printed current-liability subtotal. Asset components also reconcile to $33,720,980; total liabilities less equity deficit reconcile to the same total. Note F separately reports accrued expenses $4,406,195, $25,000 above the balance-sheet line, without a bridging explanation. Note B acknowledges roughly $40 million accumulated losses and financing dependence while expressing management confidence in growth, and warns financing may fail and cessation or bankruptcy may follow. These are historical carrying values and a liquidity warning, not present liquidation value or a legal insolvency adjudication.supportsAdvances and deposits funded activity while the report still records WIP, acceptance uncertainty, operating loss and a substantial working-capital deficit. Revenue and production investment therefore cannot establish full programme completion or unrestricted available cash.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report describes Series B conversion and voting at 200 per preferred share, separate protective class votes, dividend declaration conditions and liquidation preference; Series C is non-voting with its stated moving-average conversion formula and conditional cumulative dividends. Front and note wording differ on payment timing/form. Note H reports approximately $295 million Series B and $3 million Series C liquidation preferences including arrears, while undeclared dividends are not recorded. These are issuer descriptions, not certified charter terms, current creditor claims or cash liabilities to add to accounts payable.supportsDifferent share classes, conversion exposure, class percentages, economic rights and unissued obligations require separate ledgers. A preferred-class majority is not itself a calculated majority of all voting power.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note N acknowledges corrections to stock-based expenses and accruals increased 2022 loss by approximately $2.2 million. Note O says a February 2024 RB note balance including interest of $1,654,685 converted into 6,618,740 common shares, which calculates to $0.25 each, and an officer lent $100,000 in March. These are reported subsequent events, not confirmation that the list captures every material event through the June certification date.supportsWhat operative judgments, settlement ledger and complete subsequent-event review establish the accuracy and currency of the litigation narrative as at 26 June 2024?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The 2023 cash-flow operating lines sum to the printed $8,774,417. Investing outflow $6,328,312 and financing outflow $156,467 produce the printed increase $2,289,638. But beginning cash $953,105 plus that increase equals $3,242,743, not printed ending cash $3,198,280: a $44,463 unreconciled difference. No separate reconciling line is shown. This is a within-source arithmetic defect, not evidence that $44,463 was stolen.supportsThe source supports a dated, attributed account of issuer reporting and explicit concessions. Unaudited certification does not make its internal arithmetic defects or contractual representations independently verified.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report lists net property/equipment $1,034,033 and net intangibles $10,478,722, with gross amounts, accumulated charges and useful lives. It describes Datron consideration as $3 million closing cash, two $2 million notes and cancellation of a $3.5 million advance, totalling $10.5 million. It allocates approximately $10.4 million to technology and $0.1 million to net operating assets, while explicitly saying purchase-price allocation/valuation is unfinished and expected by the December 2024 period. This is a provisional accounting allocation, not an independent technology valuation.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The cash-flow statement begins 2023 with $953,105, while the restated 2022 balance-sheet cash is $6,642; discontinued-operation net assets may affect presentation, but no explicit cash bridge is supplied. The 2022 cash-flow opening loss is $6,573,630, close to continuing loss rather than the $1,809,759 common loss printed on the income statement despite its label. Its 2022 beginning cash less decrease produces $953,106, one dollar above printed ending cash. Consolidation/discontinued-operation scope must be reconciled before treating all differences as missing funds.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Datron notes are dated 13 September 2023 in the schedule while acquisition is described as 16 September. Cash flow reports $5,598,000 net cash investment and $4 million non-cash notes; Note E gives $6.5 million total cash/previous advance components before any cash acquired. Timing and cash acquired require the closing statement and ledger. The $458,333 unamortised note discount reconciles $4 million face debt to $3,541,667 carrying value; face, accrued balance and amortised cost are different measures.supportsWhat loan, expense, lease and acquisition schedules bridge the printed balances, maturity differences, provisional valuation and within-source expense discrepancies?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The cash-flow statement begins 2023 with $953,105, while the restated 2022 balance-sheet cash is $6,642; discontinued-operation net assets may affect presentation, but no explicit cash bridge is supplied. The 2022 cash-flow opening loss is $6,573,630, close to continuing loss rather than the $1,809,759 common loss printed on the income statement despite its label. Its 2022 beginning cash less decrease produces $953,106, one dollar above printed ending cash. Consolidation/discontinued-operation scope must be reconciled before treating all differences as missing funds.supportsWhat original trial balance, consolidation/discontinued-operation bridge and bank reconciliation explain the $44,463 cash roll-forward difference and differing 2022 cash/loss bases?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The legal-history section answers none to its specified officer/control-person disciplinary categories. The litigation narrative says the 2023 Atlantic Wave/Secure settlement was fully complied with, recounts a California case/removal/counterclaims, and attributes an erroneous-filing acknowledgement to opposing counsel in March 2024. Note L separately says settlement amounts remain in accounts payable and payments are being made, and calls further complaints meritless. The report supplies management’s positions, not proof of settlement compliance, dismissal or absence of an operative order at certification.supportsWhat operative judgments, settlement ledger and complete subsequent-event review establish the accuracy and currency of the litigation narrative as at 26 June 2024?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The report describes Series B conversion and voting at 200 per preferred share, separate protective class votes, dividend declaration conditions and liquidation preference; Series C is non-voting with its stated moving-average conversion formula and conditional cumulative dividends. Front and note wording differ on payment timing/form. Note H reports approximately $295 million Series B and $3 million Series C liquidation preferences including arrears, while undeclared dividends are not recorded. These are issuer descriptions, not certified charter terms, current creditor claims or cash liabilities to add to accounts payable.supportsWhat transfer-agent ledger, charter amendments, board resolutions and conversion schedules reconcile authorised/outstanding/reserved shares, the 20 million prior-year bridge and printed ownership percentages?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
Note A says an August 2023 $78.9 million K8 contract brought approximately $39 million advances, approximately $15 million shipments and $23,145,000 remaining advance payments at year end. It expressly says remaining shipments require DoD acceptance including engineering/testing with uncertain timing and that the contract may be amended, delayed or cancelled. Revenue policy distinguishes satisfied performance obligations from deferred revenue. Advances, recognised revenue and accepted product cannot be collapsed into one completed-contract measure.supportsWhat customer/deposit/WIP and acceptance records reconcile the programme advance, recognised revenue, remaining deposits and actual completion states?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
The equity table closes its 2022 section at 5,567,666,363 common shares, then opens the 2023 restated section at 5,587,666,363, a 20 million-share difference without a specific bridge in that table. Closing 2023 shares reconcile to the stated 141,248,447 increase. The 2023 equity table and balance sheet differ by one dollar in treasury stock, paid-in capital and aggregate deficit. Common-stock and preferred carrying amounts are not obtained simply by multiplying outstanding shares where treasury/issued amounts differ; issuance and treasury ledgers remain necessary.supportsThe cash, equity, expense and lease discrepancies are specific reconciliation requirements. Their existence supports reduced reliance on unbridged figures, but does not identify intent, recipient or a recoverable loss.

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%
This 41-page amended annual report covers 31 December 2023, with 2022 restated comparisons. It identifies Pink Basic disclosure guidelines, checks US GAAP and labels the accounts unaudited. Mark D. Schmidt and David Downing provide knowledge-qualified certifications dated 26 June 2024. Jon Kokkinos is identified as financial-statement preparer under a consultancy effective 11 January 2024; preparation, certification and audit are distinct roles. No independent audit opinion or actual filing receipt is contained here.supportsDoes the $39 million advance or the annual-report certification prove the drone programme was completed and the reported figures fully reconciled?

Specifically named source propositions support the bounded distinction or question.

50%
Confidence 75%Link weight 50%

WEIGH

Explained weighting

A score appears only when its components and change threshold are published.

No published WEIGH run

The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.