Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
observationobservation
Unaudited reporting date 31 December 2023; officer certifications dated 26 June 2024; these are distinct date roles.
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.
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.
Read the anchor · page 21
Condensed Consolidated Financial Statements
Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and 2022 (Unaudited)
December
31, 2023
December
31, 2022
(restated)
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 6,642
Accounts receivable, net of allowance for doubtful accounts 1,324,699 704,463
Inventory 16,818,126 331,408
Other current assets 238,564 73,167
Total current assets 21,579,669 1,115,680
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 37,002
` Net assets of discontinued operations -
7,924,300
Right of Use asset 428,556 -
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.
Read the anchor · page 35
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.
Read the anchor · page 40
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.
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.
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.
Read the anchor · page 12
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.
Read the anchor · page 15
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%.
Read the anchor · page 15
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.
Read the anchor · page 16
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
7) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in
Section 6 have, in the past 10 years:
1. Been the subject of an indictment or conviction in a criminal proceeding or plea
agreement or named as a defendant in a pending criminal proceeding (excluding minor
traffic violations);
None.
2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited 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.
Read the anchor · page 18
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.
Read the anchor · page 4
* 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 $.10 per share is subject to certain anti-dilution provisions. Each share of
claimallegation
The share-issuance table retains recipient, class, restriction, stated value and purpose. Listed 2023 common issuances sum to 141,248,447, m
The share-issuance table retains recipient, class, restriction, stated value and purpose. Listed 2023 common issuances sum to 141,248,447, matching the reported year-end common-share increase. They include Kasey Cooper and Matt Jones advisory awards, Tucker/Whiteley acquisition shares, Kreatx separation, executive terminations, Back Forty/Ostrowski advisory shares, Cordoba settlement, Gooding/Bell purchases and teaming/acquisition-representation awards. Reported issue values and restricted status are not proof of market sale, cash proceeds or performance of the underlying agreements.
Read the anchor · page 7
Shares Outstanding
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.
new
issuance,
cancellatio
n, shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/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.
Read the anchor · page 7
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.
Read the anchor · page 9
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 $2 million notes have 3%/5% interest and 90%/85% VWAP conversion terms. Other lenders include Bilal Maadarani, Bassam Pharaon, Matt Jones, Andras Forgacs, Robert Miller, Christopher Whitehead, Rawls Trust, Dixon FLP, Bakatsias, Fly Rite, Hayek, Yessaian and Irizarry. The underlying notes and amendments are needed before any payoff or conversion conclusion.
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
*** You must disclose
the control person(s) for
any entities listed
Reason
for
Issuance
(e.g.,
Loan,
Services,
etc.)
10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
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 $31,250 accrued interest; the outstanding field equals interest alone without explanation of principal repayment. Another RB principal field is printed 1,500,00. These visibly present source issues require the loan ledger and original instruments; the review does not silently replace their fields or infer missing cash.
Read the anchor · page 11
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
*** You must disclose
the control person(s) for
any entities listed
Reason
for
Issuance
(e.g.,
Loan,
Services,
etc.)
10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
09/29/2022 104,627 100,000 *4,627 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,380 100,000 *4,380 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 104,216 100,000 *4,216 09/29/2025 85% of VWAP Bilal Maadarani Loan
09/29/2022 103,914 100,000 *3,914 09/29/2025 85% of VWAP Bilal Maadarani Loan
01/22/2023 104,558 100,000 4,558 01/22/2027 85% of VWAP Bassam Pharaon Loan
04/06/2023 103,616 100,000 3,616 04/06/2026 $0.0035 Conversion
per share
Matt Jones Loan
05/09/2023 110,000 100,000 10,000 05/09/2024 $0.0043 Conversion
per share
Andras Forgacs Loan
05/22/2023 102,986 100,000 2,986 05/22/2026 85% of VWAP Robert Miller Loan
06/12/2023 102,740 100,000 2,740 06/12/2026 85% of VWAP Christopher
Whitehead
Loan
06/14/2023 27,500 25,000 2,500 06/14/2024 $0.0013 Conversion
per share
Jeryl S. Rawls
Revocable Trust
Loan
06/15/2023 16,500 15,000 1,500 06/15/2024 $0.0016 Conversion
per share
John W. Dixon FLP Loan
07/23/2023 62,500 50,000 12,500 07/23/2024 $0.0013 Conversion
per share
Giorgios Bakatsias Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Fly Rite LLC
Barbara Settle
Loan
07/23/2023 31,250 125,000 31,250 07/23/2024 $0.0013 Conversion
per share
Hayek Ventures, LLC
William G. Settle
Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Charles Yessaian Loan
08/26/2023 2,750 2,500 250 08/26/2024 $0.0016 Conversion
per share
Ferdinand Irizarry Loan
09/13/2023 2,017,753 2,000,000 17,753 09/13/2026 90% of VWAP Datron Holdings, Inc.
Arthur Barter
Acquisition
note
entityobservation
Cyberlux Corporation
Read the anchor · page 1
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
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
Read the anchor · page 41
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
Read the anchor · page 41
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
Read the anchor · page 20
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
Read the anchor · page 16
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
7) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in
Section 6 have, in the past 10 years:
1. Been the subject of an indictment or conviction in a criminal proceeding or plea
agreement or named as a defendant in a pending criminal proceeding (excluding minor
traffic violations);
None.
2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited 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
Read the anchor · page 16
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are
needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
7) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in
Section 6 have, in the past 10 years:
1. Been the subject of an indictment or conviction in a criminal proceeding or plea
agreement or named as a defendant in a pending criminal proceeding (excluding minor
traffic violations);
None.
2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited 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
Read the anchor · page 33
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 $1,974,000 at December
31, 2023, and 2022.
entityobservation
Phillip Tucker
Read the anchor · page 7
Shares Outstanding
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.
new
issuance,
cancellatio
n, shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/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
Read the anchor · page 7
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.
Read the anchor · page 41
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
WEIGH
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