Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The issuer acknowledges a working-capital deficit and factors that may indicate inability to continue, while admitting its plans provide no
The issuer acknowledges a working-capital deficit and factors that may indicate inability to continue, while admitting its plans provide no assurance of profitable operations or resolved liquidity.
Read the anchor · page 26
NOTE I - 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, 2020, the Company incurred accumulated losses of $ 32,315,198. The Company’s current
liabilities exceeded its current assets by $4,642,873 as of December 31, 2020. While this factors among others may indicate
that the Company will be unable t o continue as a going concern, Management is confident that business performance in
2022 will ensure the Company is an ongoing growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct bus iness units through acquisitions,
organic growth and new customers and product that will increase the associated cash flow from operations. However, no
assurance can be given that Management's actions will result in profitable operations or the of its liquidity problems.
NOTE J - SUBSEQUENT EVENTS
Management has determined that no significant subsequent events occurred since the balance sheet date.
NOTE K - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
NOTE L - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the eff ectiveness of the design and operation of our disclosure controls and procedures.
Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit is recorded, processed, summarized and reported within the
time periods required. Disclosure controls and procedures are also designed to provide reasonable assurance that such
information is accumulated and communicated to our management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure
controls and procedures includes an evaluation of some components of our internal control over financial reporting, and
internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the
management report that is set forth below. At the same time our disclosure controls and procedures can identify weaknesses
in our financial reporting and control systems that require remediated action.
The evaluation conducted included the design, as well as the implementation, of the disclosure controls and procedures, and
how the output produced was us ed in the preparation of this Annual Report. In the course of performing this evaluation,
particular attention was paid to identifying past, present and potential occurrences of data errors, problems of control, and
the potential for fraud.
Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of
the disclosure controls and procedures by our management, that as of December 31, 2020 our disclosure controls and
procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for the establishment and maintenance of an adequate system of internal controls over
financial reporting. Internal control over financial reporting is a process design ed by, or under the supervision of, our
observationobservation
Reporting period December 31, 2020; printed certifications December 6, 2022 CEO and December 6, 2020 CFO. Neither is silently substituted fo
Reporting period December 31, 2020; printed certifications December 6, 2022 CEO and December 6, 2020 CFO. Neither is silently substituted for filing date.
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
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
Condensed Consolidated Balance Sheet
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
December 31, 2020 December 31, 2019
Assets
Current assets:
Cash & cash equivalents $ - $ 31
Investment - restricted use - 63
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 - -
Inventory 78,838 78,838
Other current assets - -
Total current assets 78,838 78,932
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively - -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974
respectively - -
Total Assets $ 78,838 $ 78,932
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 1,081,962 989,209
Accrued interest 1,431,345 1,153,300
Accrued liabilities 2,208,404 2,742,322
Warrants payable - -
Total current liabilities 4,721,711 4,884,831
Long-term liabilities:
Notes payable, related parties 3,215,143 2,822,161
Notes payable, non-related parties 2,203,354 5,279,538
Total long-term liabilities 5,418,498 8,101,700
Deficiency Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2020 and December 31, 2019 respectively 134,900 134,900
observationobservation
Reported Series B allocation 44 million Schmidt, 25 million Ringo, 31 million Downing; 200 common votes per Series B share.
Read the anchor · page 3
Par or stated value: $0.001
Total shares authorized: 200 as of date: December 31, 2020
Total shares outstanding: 26.9806 as of date: December 31, 2020
Total number of shareholders of record: 7 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class B
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of date: December 31, 2020
Total shares outstanding: 100,000,000 as of date: December 31, 2020
Total number of shareholders of record: 3 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class C
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 150,000 as of date: December 31, 2020
Total shares outstanding: 150,000 as of date: December 31, 2020
Total number of shareholders of record: 2 as of date: December 31, 2020
Transfer Agent
Name: Standard Registrar and Transfer Company, Inc.
Phone: 801-571-8844
Email: amy@standardregistrar.com
Address: 440 E 400 S Suite 200, Salt Lake City, UT 84111
Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒ No: ☐
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total
shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent
interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt
convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire
such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☒
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/2018 Common: 4,481,275,578
Preferred: A: 26.9806
B: 100,000,000
C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed.
assumptionassumption
The claimed tax advantage depends on future taxable income and usable loss carry-forwards despite the report full reserve and ownership-limi
The claimed tax advantage depends on future taxable income and usable loss carry-forwards despite the report full reserve and ownership-limit warning.
assumptionassumption
Management confidence depends on future growth, financing and liquidity improvements that this historical report does not demonstrate were a
Management confidence depends on future growth, financing and liquidity improvements that this historical report does not demonstrate were achieved.
claimallegation
The supplied 31-page Pink Basic annual disclosure is for December 31, 2020, identifies Cyberlux Corporation incorporated in Nevada May 17, 2
The supplied 31-page Pink Basic annual disclosure is for December 31, 2020, identifies Cyberlux Corporation incorporated in Nevada May 17, 2000, and gives CYBL.PK trading information. The issuer marks non-shell, no shell-status change, no change in control, no bankruptcy/receivership in five years and no SEC suspension orders. These are dated issuer representations.
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
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
claimallegation
For 2020 the balance sheet reports no cash, $78,838 inventory and total assets, current liabilities $4,721,711, and long-term liabilities $5
For 2020 the balance sheet reports no cash, $78,838 inventory and total assets, current liabilities $4,721,711, and long-term liabilities $5,418,498. Related-party notes are $3,215,143 and non-related notes $2,203,354. Reported accumulated deficit is $32,315,198 and equity deficiency $10,196,271. These are report values, not a present balance sheet.
Read the anchor · page 11
Condensed Consolidated Balance Sheet
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
December 31, 2020 December 31, 2019
Assets
Current assets:
Cash & cash equivalents $ - $ 31
Investment - restricted use - 63
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 - -
Inventory 78,838 78,838
Other current assets - -
Total current assets 78,838 78,932
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively - -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974
respectively - -
Total Assets $ 78,838 $ 78,932
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 1,081,962 989,209
Accrued interest 1,431,345 1,153,300
Accrued liabilities 2,208,404 2,742,322
Warrants payable - -
Total current liabilities 4,721,711 4,884,831
Long-term liabilities:
Notes payable, related parties 3,215,143 2,822,161
Notes payable, non-related parties 2,203,354 5,279,538
Total long-term liabilities 5,418,498 8,101,700
Deficiency Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2020 and December 31, 2019 respectively 134,900 134,900
claimallegation
The report carries Series A at $134,900 and Note E explicitly classifies it outside stockholders’ equity because of redemption/reset feature
The report carries Series A at $134,900 and Note E explicitly classifies it outside stockholders’ equity because of redemption/reset features. Adding current liabilities $4,721,711, long-term liabilities $5,418,498, that $134,900 and reported negative equity $10,196,271 produces the stated $78,838 total. The Series A amount must not be falsely described as missing equity. Small one-dollar differences remain between listed note totals and equity calculations.
Read the anchor · page 11
Condensed Consolidated Balance Sheet
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
December 31, 2020 December 31, 2019
Assets
Current assets:
Cash & cash equivalents $ - $ 31
Investment - restricted use - 63
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 - -
Inventory 78,838 78,838
Other current assets - -
Total current assets 78,838 78,932
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively - -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974
respectively - -
Total Assets $ 78,838 $ 78,932
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 1,081,962 989,209
Accrued interest 1,431,345 1,153,300
Accrued liabilities 2,208,404 2,742,322
Warrants payable - -
Total current liabilities 4,721,711 4,884,831
Long-term liabilities:
Notes payable, related parties 3,215,143 2,822,161
Notes payable, non-related parties 2,203,354 5,279,538
Total long-term liabilities 5,418,498 8,101,700
Deficiency Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2020 and December 31, 2019 respectively 134,900 134,900
claimallegation
The operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 wit
The operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.
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Condensed Statements of Consolidated Operations
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
Year
To
Date
Dec. 31, 2020 Dec. 31, 2019
Revenue - -
Cost of goods sold 16,724 -
Gross margin (loss)
16,724
-
Operating Expenses:
Marketing and advertising - -
Depreciation and amortization - -
Research and development - -
General and administrative expenses (106,908) 325,034
Total operating expenses (106,908) 325,034
Income from operations 123,632 (325,034)
Other income/(expense)
Gain on debt conversion - -
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (384,722) (370,774)
Other Income 3,107,318 5,250,000
Net income/(loss) before provision for income taxes
and preferred dividend 2,846,228 4,554,192
Income taxes (benefit) - -
Net income/(loss) available to common stockholders $ 2,846,228 $ 4,554,192
Weighted average number of common shares
outstanding, basic 4,481,275,578 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements.
claimallegation
Using conventional subtraction on the displayed values, zero revenue minus $16,724 cost minus negative $106,908 expense yields $90,184, not
Using conventional subtraction on the displayed values, zero revenue minus $16,724 cost minus negative $106,908 expense yields $90,184, not the printed $123,632. The liquidity note separately prints $125,632. All three readings are kept distinct: two source figures and one analyst arithmetic result, pending clarification of signs and adjustments.
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Condensed Statements of Consolidated Operations
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
Year
To
Date
Dec. 31, 2020 Dec. 31, 2019
Revenue - -
Cost of goods sold 16,724 -
Gross margin (loss)
16,724
-
Operating Expenses:
Marketing and advertising - -
Depreciation and amortization - -
Research and development - -
General and administrative expenses (106,908) 325,034
Total operating expenses (106,908) 325,034
Income from operations 123,632 (325,034)
Other income/(expense)
Gain on debt conversion - -
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (384,722) (370,774)
Other Income 3,107,318 5,250,000
Net income/(loss) before provision for income taxes
and preferred dividend 2,846,228 4,554,192
Income taxes (benefit) - -
Net income/(loss) available to common stockholders $ 2,846,228 $ 4,554,192
Weighted average number of common shares
outstanding, basic 4,481,275,578 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements.
claimallegation
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the prin
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.
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Condensed Statements of Consolidated Operations
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
Year
To
Date
Dec. 31, 2020 Dec. 31, 2019
Revenue - -
Cost of goods sold 16,724 -
Gross margin (loss)
16,724
-
Operating Expenses:
Marketing and advertising - -
Depreciation and amortization - -
Research and development - -
General and administrative expenses (106,908) 325,034
Total operating expenses (106,908) 325,034
Income from operations 123,632 (325,034)
Other income/(expense)
Gain on debt conversion - -
Gain/(Loss) on sale of fixed assets - -
Interest income - -
Interest expense (384,722) (370,774)
Other Income 3,107,318 5,250,000
Net income/(loss) before provision for income taxes
and preferred dividend 2,846,228 4,554,192
Income taxes (benefit) - -
Net income/(loss) available to common stockholders $ 2,846,228 $ 4,554,192
Weighted average number of common shares
outstanding, basic 4,481,275,578 4,481,275,578
Loss per share - basic and fully diluted 0.00 0.00
The accompanying notes are an integral part of these financial statements.
The cash-flow statement reports operating cash $2,683,171; non-related borrowing payments $3,076,184; related-party borrowing proceeds $392,982; financing cash outflow $2,683,202; and cash falling from $31 to zero. Supplemental interest paid and income taxes paid are zero. Those presented cash flows require underlying transaction support.
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Condensed Consolidated Statement of Cash Flow
Fiscal Year Ended December 31, 2020 and December 31, 2019
Year To
Date
December
31
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders $ 2,846,228 $ 4,554,192
Adjustments to reconcile net income (loss)
Depreciation - -
Common stock issued in settlement of debt - -
(Increase) decrease in:
Accounts receivable - -
Inventories 0 -
Prepaid expenses and other assets 0 -
Accounts payable 92,753 111,318
Accrued liabilities (255,810) 553,356
Net cash (used in) operating activities 2,683,171 5,218,866
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock - -
Net proceeds (payments) from borrowing on a long term basis (3,076,184) (5,218,866)
Net proceeds (payments) from notes payable, related parties 392,982 -
Net proceeds (payments) from warrants payable - -
Net cash provided by financing activities (2,683,202) (5,218,866)
Net increase in cash and cash equivalents (31) (0)
Cash and cash equivalents at beginning of period 31 31
Cash and cash equivalents at end of period 0 31
Supplemental disclosures
Interest Paid $ - $ -
Income taxes paid $ - $ -
NON-CASH INVESTING AND FINANCING
ACTIVITIES:
claimallegation
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.
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Condensed Consolidated Balance Sheet
Fiscal Year Ended December 31, 2020 and December 31, 2019
(Unaudited)
December 31, 2020 December 31, 2019
Assets
Current assets:
Cash & cash equivalents $ - $ 31
Investment - restricted use - 63
Accounts Receivable, Allowance for Doubtful Accounts is $ 0 - -
Inventory 78,838 78,838
Other current assets - -
Total current assets 78,838 78,932
Property, plant and equipment, net of accumulated
depreciation of $ 92,631 and $ 92,631 respectively - -
Other Assets:
Patents, net of accumulated amortization of $ 3,974,974 and $3,974,974
respectively - -
Total Assets $ 78,838 $ 78,932
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Accounts payable 1,081,962 989,209
Accrued interest 1,431,345 1,153,300
Accrued liabilities 2,208,404 2,742,322
Warrants payable - -
Total current liabilities 4,721,711 4,884,831
Long-term liabilities:
Notes payable, related parties 3,215,143 2,822,161
Notes payable, non-related parties 2,203,354 5,279,538
Total long-term liabilities 5,418,498 8,101,700
Deficiency Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Class A Preferred, 26.9806 and 26.9806 shares issued and
outstanding as of December 31, 2020 and December 31, 2019 respectively 134,900 134,900
claimallegation
The equity roll-forward lists quarterly results of losses $84,064, $101,145 and $102,118, then income $3,133,555, summing to annual $2,846,2
The equity roll-forward lists quarterly results of losses $84,064, $101,145 and $102,118, then income $3,133,555, summing to annual $2,846,228. Its closing equity deficiency is $10,196,270, one dollar different from the balance-sheet $10,196,271.
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Class B Preferred, 100,000,000 and 100,000,000 shares issued and
outstanding as of December 31, 2020 and December 31, 2019 respectively 100,000 100,000
Class C Preferred, 150,000 and 150,000 shares issued and 150 150
outstanding as of December 31, 2020 and December 31, 2019 respectively
Common stock, $0.001 par value, 20,000,000,000 shares
authorized, 4,481,275,578 and 4,481,275,578 shares issued
and outstanding as of December 31, 2020 and December 31,
2019 respectively 4,481,276 4,481,276
Additional paid-in capital
17,537,502 17,537,502
Accumulated deficit
(32,315,198) (35,161,426)
Deficiency in stockholders' equity
(10,196,271) (13,042,498)
Total liabilities and (deficiency) in stockholders' equity $ 78,838 $ 78,932
The accompanying notes are an integral part of these financial statements.
Accounting policies describe delivery/price/collectability revenue criteria, estimates, cash equivalents, foreign currency, receivables, inventories, depreciation, R&D, share compensation and a single reporting segment. They are the issuer stated policies, not an independent conclusion that the accounting standards cited were current or correctly applied.
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Statement of Changes In Stockholders Equity
For The Period Ended December 31, 2020
Class B
Preferred
Class C
Preferred Additional
Stock Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance December 31, 2019
100,000,000
100,000 150,000 150
4,481,275,578
4,481,276
17,537,502
(35,161,426) (13,042,498)
Net Income/ (Loss)
(84,064) (84,064)
Balance March 31, 2020
100,000,000
100,000 150,000 150
4,481,275,578
4,481,276
17,537,502
(35,245,490) (13,126,562)
Net Income/ (Loss)
(101,145) (101,145)
Balance June 30, 2020
100,000,000
100,000 150,000 150
4,481,275,578
4,481,276
17,537,502
(35,346,635) (13,227,707)
Net Income/ (Loss)
(102,118) (102,118)
Balance September 30, 2020
100,000,000
100,000 150,000 150
4,481,275,578
4,481,276
17,537,502
(35,448,753) (13,329,825)
Net Income/ (Loss) 3,133,555 3,133,555
Balance December 31, 2020
100,000,000
100,000 150,000 150
4,481,275,578
4,481,276
17,537,502
(32,315,198) (10,196,270)
NOTE A-SUMMARY OF ACCOUNTING POLICIES
General
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial
statements follows:
Business and Basis of Presentation
Cyberlux Corporation (the "Company") is incorporated on May 17, 2000 under the laws of the State of Nevada. The
Company develops, manufactures and markets long -term portable lighting products for commercial and industrial users.
While the Company has gener ated revenues from its sale of products, the Company has incurred expenses, and sustained
losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. As of
December 31, 2020, the Company has accumulated losses of $32,315,198. Going forward, we intend to fully leverage this
net loss carry -forward and use this tax advantage to maximize our level of cash flow from operations as a competitive
advantage.
Revenue Recognition
Revenues are recognized in the period that products are provided. For revenue from product sales, the Company recognizes
claimallegation
Inventory is $7,663 component parts and $71,175 finished goods, with no obsolescence allowance and unchanged totals. Property/equipment and
Inventory is $7,663 component parts and $71,175 finished goods, with no obsolescence allowance and unchanged totals. Property/equipment and acquired patent/development costs are fully depreciated/amortised to zero carrying value; reported depreciation, advertising and R&D expenses are zero for both years. Zero carrying value does not prove no usable technology or property existed.
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Components of inventories as of December 31, 2020 and December 31, 2019 are as follows:
2020 2019
Component parts $ 7,663 $ 7,663
Finished goods 71,175 71,175
0 0
Less: allowance for obsolete inventory 0 0
$ 78,838 $ 78,838
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 5 years
Manufacturing equipment 3 years
Depreciation expense totaled $ -0- and $-0- for the years ended December 31, 2020 and 2019, respectively.
Advertising costs
The Company expenses all costs of marketing and advertising as incurred. Marketing and advertising costs totaled $-0-
and $-0- for the years ended December 31, 2020 and 2019, respectively.
Research and Development
The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board's
Accounting Standards Codification 730 "Research and Development". Under ASC 730, all research and development costs
must be charged to exp ense 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 $ -0- and $-0- on research and product development
for the years ended December 31, 2020 and 2019, respectively.
Reclassification
Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current
year.
Fair Values
On January 1, 2008, the Company adopted Accounting Standards Codification 820, “Fair Value Measurements and
Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value
measurement disclosure. The effective date for ASC 820 for all non- financial assets and non- financial liabilities, except
those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) was the
claimallegation
Common shares are reported unchanged at 4,481,275,578 across December 2018, December 2019, September 2020 and December 2020; authorised comm
Common shares are reported unchanged at 4,481,275,578 across December 2018, December 2019, September 2020 and December 2020; authorised common is 20 billion, public float 3,779,932,108 and shareholders of record 314. The issuance-history box says no changes for the two completed fiscal years and subsequent periods. A reported register is not independently audited ownership proof.
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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
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
claimallegation
Management describes the $32,315,198 accumulated loss as a future tax/cash-flow advantage, but the income-tax note gives an equally sized va
Management describes the $32,315,198 accumulated loss as a future tax/cash-flow advantage, but the income-tax note gives an equally sized valuation reserve, net deferred tax asset zero, possible ownership limitations and expected staged expiry through 2040. The report does not establish a presently realisable tax benefit.
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Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount at
Issuance ($)
Interest
Accrued
($)
Maturity
Date
Conversion Terms (e.g.
pricing mechanism for
determining conversion
of instrument to shares)
Name of Noteholder
(entities must have
individual with voting /
investment control
disclosed).
Reason for
Issuance (e.g.
Loan,
Services, etc.)
Use the space below to provide any additional details, including footnotes to the table above:
N/A
4) Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
B. The financial statements for this reporting period were prepared by (name of individual) 4:
Name: David D Downing
Title: Chief Financial Officer
Relationship to Issuer: Principal Financial and Accounting Officer
We are providing the following financial statements as an integral part of this report.
C. Balance Sheet;
D. Statement of Income;
E. Statement of Cash Flows;
F. Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
G. Financial notes.
5) Issuer’s Business, Products and Services
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Founded as an Advanced Lighting company in 2000, Cyberlux Corporation became a supplier to the Department of
Defense (DoD) after being asked by the United States Air Force to leverage our unique Cyberlux LED lighting
technologies to solve tough problems for elite Special Forces Teams; problems multiple aerospace and defense
contractors had tried but failed to solve.
In 2020, Cyberlux Management set out to re-engineer the Corporation using a proven approach to achieve both rapid
revenue expansion and industry diversification simultaneously, leveraging a strategy for fueling acquisition,
investment, and internal growth.
The Company generates revenues from its sale of products and services through the performance of its business
units, the Company has incurred expenses, and sustained losses. Consequently, its operations are subject to all risks
inherent in the establishment of an ongoing business enterprise. As of December 31, 2020, the Company has
accumulated losses of $32,315,198. Going forward, we intend to fully leverage this net loss carry -forward possible
and use this tax advantage to maximize our cash flow from operations as a competitive advantage
B. Please list any subsidiaries, parents, or affiliated companies.
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial
skills.
claimallegation
The reported working-capital deficit is $4,642,873, equal to current liabilities $4,721,711 less current assets $78,838. Note C identifies $
The reported working-capital deficit is $4,642,873, equal to current liabilities $4,721,711 less current assets $78,838. Note C identifies $2,208,404 of accrued payroll/payroll taxes, $1,431,345 accrued interest and $1,081,962 accounts payable. Accrued payroll/tax totals are not an IRS lien determination or a government contract exclusion.
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As shown in the accompanying consolidated financial statements, the Company realized net income from operations of
$125,632 for the year ended December 31, 2020. The Company's current liabilities exceeded its current assets by
$4,642,873 as of December 31, 2020.
Recent Accounting Pronouncements
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 105 -10, Generally Accepted Accounting Principles – Overall (“ASC 105- 10”). ASC 105- 10
establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also
sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level
of authority. The Codification superseded al l existing non- SEC accounting and reporting standards. All other non-
grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue
new standards in the form of Statements, FASB Staff Positions o r Emerging Issues Task Force Abstracts. Instead, it will
issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs
will serve only to update the Codification, provide background information about the guidance and provide the bases for
conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been
updated for the Codification.
Effective January 1, 2008, the Company adopted FASB ASC 820-10, Fair Value Measurements and Disclosures – Overall
(“ASC 820-10”) with respect to its financial assets and liabilities. In February 2008, the FASB issued updated guidance
related to fair value measurements, which is included in the Codification in ASC 820-10-55, Fair Value Measurements and
Disclosures – Overall – Implementation Guidance and Illustrations. The updated guidance provided a one year deferral of
the effective date of ASC 820- 10 for non-financial assets and non-financial liabilities, except those that are recognized or
disclosed in the financial statements at fair value at least annually. Therefore, the Company adopted the provisions of ASC
820-10 for non- financial assets and non- financial liabilities effective January 1, 2009, and such adoption did not have a
material impact on the Company’s consolidated results of operations or financial condition.
Effective April 1, 2009, the Company adopted FASB ASC 820-10-65, Fair Value Measurements and Disclosures – Overall
– Transition and Open Effective Date Information (“ASC 820-10-65”). ASC 820-10-65 provides additional guidance for
estimating fair value in accordance with ASC 820- 10 when the volume and level of activity for an asset or liability have
significantly decreased. ASC 820-10-65 also includes guidance on identifying circumstances that indicate a transaction is
not orderly. The adoption of ASC 820- 10-65 did not have an impact on the Company’s consolidated results of operations
or financial condition.
Effective April 1, 2009, the Company adopted FAS B ASC 825-10-65, Financial Instruments – Overall – Transition and
Open Effective Date Information (“ASC 825-10-65”). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair
value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC
270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825 -10-65 did not have a
material impact on the Company’s consolidated results of operations or financial condition.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which is included in ASC Topic 855, Subsequent
Events. ASC Topic 855 established principles and requirements for evaluating and reporting subsequent events and
distinguishes which subs equent events should be recognized in the financial statements versus which subsequent events
should be disclosed in the financial statements. ASC Topic 855 also required disclosure of the date through which
subsequent events are evaluated by management. A SC Topic 855 was effective for interim periods ending after June 15,
2009 and applies prospectively. Because ASC Topic 855 impacted the disclosure requirements, and not the accounting
treatment for subsequent events, the adoption of ASC Topic 855 did not i mpact our results of operations or financial
condition. See Note J for disclosures regarding our subsequent events.
claimallegation
Note E describes preferred dividend, liquidation and conversion rights, including Series A redemption treatment, Series B stated 12% dividen
Note E describes preferred dividend, liquidation and conversion rights, including Series A redemption treatment, Series B stated 12% dividends with $1,388,000 accumulated at December 2020, and non-voting Series C with 5% compounded quarterly dividend language. The text retains conditions about declaration and payment; no actual dividend payment is established.
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Series A - Convertible Preferred stock
The Company has also authorized 100,000,000 shares of Preferred Stock, with a par value of $.001 per share.
On December 31, 2003, 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 shares is subject to certain anti -dilution provisions in the event
the Company issues shares of its common stock or common stock equivalents below the stated conversion price. Changes
to the conversion price are charged to operations and included in unrealized gain (loss) relating to adjustment of derivative
and warrant liability to fair value of underlying securities.
In the year ended December 31, 2008, 1 of the Series A Preferred shareholders exercised the conversion right and exchanged
2 shares of Series A Preferred for 100,000 shares of the Company’s common stock
The holders of the Series A Preferred shall have the right to vote, separately as a single class, at a meeting of the holders of
the Series A P referred 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 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.
The holders of record of the Series A Preferred shall be entitled to receive cumulative dividends at the rate of twelve percent
per annum (12%) on the face value ($5,000 per share) when, if and as declared by the Board of Directors, if ever. All
dividends, when paid, shall be payable in cash, or at the option of the Company, in shares of the Company’s common stock.
Dividends on shares of the Series A Preferred that have not been redeemed shall be payable quarterly in arrear s, when, if
and as declared by the Board of Directors, if ever, on a semi-annual basis. No dividend or distribution other than a dividend
or distribution paid in Common Stock or in any other junior stock shall be declared or paid or set aside for payment on the
Common Stock or on any other junior stock unless full cumulative dividends on all outstanding shares of the Series A
Preferred shall have been declared and paid. These dividends are not recorded until declared by the Company. As of the
year ended December 31, 2020, $0 in dividends was accumulated.
Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after payment of
any senior liquidation preferences of any series of Preferred Stock and before any distribution or payment is made with
respect to any Common Stock, holders of each share of the Series A Preferred shall be entitled to be paid an amount equal
in the greater of (a) the face value denominated thereon subject to adjustment for stock splits, stock dividends,
reorganizations, reclassification or other similar events (the "Adjusted Face Value") plus, in the case of each share, an
amount equal to all dividends accrued or declared but unpaid thereon, computed to the date payment thereof is made
available, or (b) such amount per share of the Series A Preferred immediately prior to such liquidation, dissolution or
winding up, or (c) the liquidation preference of $5,000.00 per share, and the holders of the Series A Preferred shall not be
entitled to any further payment, such amount payable with respect to the Series A Preferred being sometimes referred to as
the "Liquidation Payments."
Because the Series A Shares include a redemption feature that is outside of the control of the Company and the stated
conversion price is subject to reset, the Company has classified the Series A Shares outside of stockholders' equity. The
fair value at date of issuance was recorded outside of stockholders’ equity in the accompanying balance sheet. Dividends
on the Series A Shares are reflected as a reduction of net income (loss) attributable to common stockholders. In connection
with the issuance of the Series A Preferred and related warrants, the holders were granted certain registration rights in which
the Company agr eed to timely file a registration statement to register the common shares and the shares underlying the
warrants, obtain effectiveness of the registration statement by the SEC within ninety-five (95) days of December 31, 2003,
and maintain the effectiveness of this registration statement for a preset time thereafter. In the event the Company fails to
timely perform under the registration rights agreement, the Company agrees to pay the holders of the Series A Preferred
liquidated damages in an amount equal to 1.5% of the aggregate amount invested by the holders for each 30-day period or
pro rata for any portion thereof following the date by which the registration statement should have been effective. The initial
claimallegation
The Series A history in the main disclosure describes Mike Kelly converting one share in June 2004, whereas Note E describes one holder exch
The Series A history in the main disclosure describes Mike Kelly converting one share in June 2004, whereas Note E describes one holder exchanging two shares in 2008; the report does not reconcile whether these are distinct events or conflicting histories. Series C text also retains a September 30, 2008 outstanding-share date inside this 2020 annual report. Historical and report-period dates must remain separate.
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NOTE: (1) Cyberlux Management has now completed the effort to identify the Series A Preferred shareholders from the
2004 H.C. Wainwright capital raise, as referenced in the (7) above. These seven shareholders participated
in a financing that took place in 2004 and never exercised their Series A Preferred conversion to Common
Stock. As of December 31, 2020, there are 26.9806 shares of Series A Preferred stock outstanding, with each
Series A share representing 250 shares of Common stock. Since December 31, 200 3, only 1 of the Series A
Preferred shareholders (Mike Kelly on 06/04/2004, previously identified as the eighth Series A shareholder) has
exercised the conversion rights and exchanged 1 share of Series A Preferred for 50,000 shares of the
Company’s common stock. Subsequently in 2010, the Company restructured the Company’s common stock
with a 200 to 1 reverse split. Going forward, the Series A Preferred conversion rights would exchange 1 share
of Series A Preferred shares for 250 shares of the Company’s common stock. With full conversion of all the
outstanding Series A Preferred stock of 26.9806 shares, the Company would issue a total of 6,745 shares of
common stock.
(2) Cyberlux Management is unaware of any 5% or more Common Stock shareholders. The report does not
include any 5% or more Common Stock shareholders because Management is unaware of any such
shareholders and believes there are no shareholders who own 25 0,000,000 or more Common Stock shares .
8) Legal/Disciplinary History
A. Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding
traffic violations and other minor offenses);
None
2. 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, or banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment has not been reversed, suspended,
or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the
business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject.
Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties
divided by 200 for 2010
200 to 1 reverse split
N/A N/A N/A N/A Options N/A No Options plans are in
effect or outstanding
N/A N/A N/A N/A Warrants N/A No Warrant plans are in
effect or outstanding
claimallegation
Note F states unsecured officer working-capital notes, generally at 10–12%. Its table reports Downing $799,610 principal/$253,687 interest,
Note F states unsecured officer working-capital notes, generally at 10–12%. Its table reports Downing $799,610 principal/$253,687 interest, Schmidt $762,421/$274,023 and Ringo $555,361/$196,951, totalling $2,117,392 principal/$724,661 interest, plus all others $1,097,750/$374,063. The table lists 10% for each line and does not name all other lenders.
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The shares issued were valued at $25.20 per share, which repre sented the fair value of the common stock the shares are
convertible into. None of the Series C Preferred shareholders have exercised their conversion right and there are 150,000
shares of Series C Preferred shares issued and outstanding at September 30, 2008.
The holders of record of the Series C Preferred shall be entitled to receive cumulative dividends at the rate of five percent
per annum (5%), compounded quarterly, on the face value ($25.00 per share) when, if and as declared by the Board of
Directors, if ever. All dividends, when paid, shall be payable in cash, or at the option of the Company, in shares of the
Company’s common stock. Dividends on shares of the Series C Preferred that have not been redeemed shall be payable
quarterly in arrears, when, if and as declared by the Board of Directors, if ever, at the time of conversion. These dividends
are not recorded until declared by the Company. As of December 31, 2020 $-0- in dividends were accumulated.
Common stock
The Company has authorized 20,000,000,000 shares of common stock, with a par value of $.001 per share. At July 28, 2010
the Board of Directors approved a motion to authorize a reverse split of the outstanding stock of 200:1. As of December 31,
2020 and Dec ember 31, 2019, the Company has 4,481,275,578 and 4,481,275,578 shares issued and outstanding,
respectively.
NOTE F - RELATED PARTY TRANSACTIONS
From time to time, the Company's principal officers have advanced funds to the Company for working capital purposes in
the form of unsecured promissory notes, accruing interest at 10% to 12% per annum.
Loans from Officers
Officer Principal Due Interest Rate Accrued Interest at 12/31/20
David Downing $ 799,610 10% $ 253,687
Mark Schmidt $ 762,421 10% $ 274,023
John Ringo $ 555,361 10% $ 196,951
$2,117,392 $ 724,661
All Others
Principal Due Interest Rate Accrued Interest at 12/31/20
All Others $ 1,097,750 10% $ 374,063
$ 1,097,750 $ 374,063
NOTE G - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The
Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.
Litigation
The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its business. Although
occasional adverse decisions or settlements may occur, the Compa ny believes that the final disposition of such matters
claimallegation
The issuer reports none under enumerated disciplinary categories and no material pending litigation, with Note G saying no outstanding litig
The issuer reports none under enumerated disciplinary categories and no material pending litigation, with Note G saying no outstanding litigation at December 31, 2020. Generic litigation-risk language remains in the notes. These time-bounded company representations do not adjudicate claims or describe later AWH proceedings.
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NOTE: (1) Cyberlux Management has now completed the effort to identify the Series A Preferred shareholders from the
2004 H.C. Wainwright capital raise, as referenced in the (7) above. These seven shareholders participated
in a financing that took place in 2004 and never exercised their Series A Preferred conversion to Common
Stock. As of December 31, 2020, there are 26.9806 shares of Series A Preferred stock outstanding, with each
Series A share representing 250 shares of Common stock. Since December 31, 200 3, only 1 of the Series A
Preferred shareholders (Mike Kelly on 06/04/2004, previously identified as the eighth Series A shareholder) has
exercised the conversion rights and exchanged 1 share of Series A Preferred for 50,000 shares of the
Company’s common stock. Subsequently in 2010, the Company restructured the Company’s common stock
with a 200 to 1 reverse split. Going forward, the Series A Preferred conversion rights would exchange 1 share
of Series A Preferred shares for 250 shares of the Company’s common stock. With full conversion of all the
outstanding Series A Preferred stock of 26.9806 shares, the Company would issue a total of 6,745 shares of
common stock.
(2) Cyberlux Management is unaware of any 5% or more Common Stock shareholders. The report does not
include any 5% or more Common Stock shareholders because Management is unaware of any such
shareholders and believes there are no shareholders who own 25 0,000,000 or more Common Stock shares .
8) Legal/Disciplinary History
A. Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding
traffic violations and other minor offenses);
None
2. 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, or banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment has not been reversed, suspended,
or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the
business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject.
Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties
divided by 200 for 2010
200 to 1 reverse split
N/A N/A N/A N/A Options N/A No Options plans are in
effect or outstanding
N/A N/A N/A N/A Warrants N/A No Warrant plans are in
effect or outstanding
claimallegation
Consulting agreements are described as generally 12 months, automatically renewable unless either party terminates in writing, with some con
Consulting agreements are described as generally 12 months, automatically renewable unless either party terminates in writing, with some consultants also shareholders. No specific contract, payment, identity of every consultant or actual termination is supplied.
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The shares issued were valued at $25.20 per share, which repre sented the fair value of the common stock the shares are
convertible into. None of the Series C Preferred shareholders have exercised their conversion right and there are 150,000
shares of Series C Preferred shares issued and outstanding at September 30, 2008.
The holders of record of the Series C Preferred shall be entitled to receive cumulative dividends at the rate of five percent
per annum (5%), compounded quarterly, on the face value ($25.00 per share) when, if and as declared by the Board of
Directors, if ever. All dividends, when paid, shall be payable in cash, or at the option of the Company, in shares of the
Company’s common stock. Dividends on shares of the Series C Preferred that have not been redeemed shall be payable
quarterly in arrears, when, if and as declared by the Board of Directors, if ever, at the time of conversion. These dividends
are not recorded until declared by the Company. As of December 31, 2020 $-0- in dividends were accumulated.
Common stock
The Company has authorized 20,000,000,000 shares of common stock, with a par value of $.001 per share. At July 28, 2010
the Board of Directors approved a motion to authorize a reverse split of the outstanding stock of 200:1. As of December 31,
2020 and Dec ember 31, 2019, the Company has 4,481,275,578 and 4,481,275,578 shares issued and outstanding,
respectively.
NOTE F - RELATED PARTY TRANSACTIONS
From time to time, the Company's principal officers have advanced funds to the Company for working capital purposes in
the form of unsecured promissory notes, accruing interest at 10% to 12% per annum.
Loans from Officers
Officer Principal Due Interest Rate Accrued Interest at 12/31/20
David Downing $ 799,610 10% $ 253,687
Mark Schmidt $ 762,421 10% $ 274,023
John Ringo $ 555,361 10% $ 196,951
$2,117,392 $ 724,661
All Others
Principal Due Interest Rate Accrued Interest at 12/31/20
All Others $ 1,097,750 10% $ 374,063
$ 1,097,750 $ 374,063
NOTE G - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The
Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.
Litigation
The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its business. Although
occasional adverse decisions or settlements may occur, the Compa ny believes that the final disposition of such matters
claimallegation
Fair-value sections describe a hierarchy, show zero recurring derivative/warrant liabilities, and use varying ASC references in repeated exp
Fair-value sections describe a hierarchy, show zero recurring derivative/warrant liabilities, and use varying ASC references in repeated explanatory text. Those are source disclosures; no independent valuation, accounting compliance assessment or present derivative exposure follows.
Read the anchor · page 25
should not have a material adverse effect on its consolidated financial position, results of operations or liquidity. There was
no outstanding litigation as of December 31, 2020.
NOTE H - FAIR VALUES
Accounting Standards Codification 820 "Fair Value Measurements and Disclosures" defines fair value as the price that
would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and
considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three
levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all
significant in puts are observable or can be derived principally from or corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets
or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. In certain cases, the inputs used to meas ure fair value may fall into
different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within
which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair
value measurement.
Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the
following items as of December 31, 2020:
Total
Quoted
Prices in
Active
Markets
for
Identical
Instrument
s
Level 1
Significant
Other
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Liabilities:
Derivative liability 0 0 )
Warrant payable (0) (0) )
Warrant liability (0) 0 )
Total $ (0) $ (0)
With the exception of assets and liabilities included within the scope of Accounting Standards Codification 820 "Fair Value
Measurements and Disclosures", the Company adopted the provisions of ASC 820 prospectively effective as of the
beginning of Fiscal 2008. For financial assets and liabilities included within the scope of ASC 820, the Company will be
required to adopt the provisions of ASC 820 prospectively as of the beginning of Fiscal 2009. The adoption of ASC 820 did
not have a material impact on our financial position or results of operations and the Company do not believe that the adoption
of ASC 820 will have a material impact on our financial position or results of operations.
claimallegation
The going-concern note acknowledges accumulated loss and working-capital deficit as possible inability-to-continue indicators, then expresse
The going-concern note acknowledges accumulated loss and working-capital deficit as possible inability-to-continue indicators, then expresses confidence in 2022 performance and four business units while giving no assurance of profitable operations or solved liquidity problems. MD&A also expresses confidence in 12-month resources while acknowledging insufficient operating liquidity and possible financing needs. These are qualified management forecasts, not assurances of solvency.
Read the anchor · page 26
NOTE I - 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, 2020, the Company incurred accumulated losses of $ 32,315,198. The Company’s current
liabilities exceeded its current assets by $4,642,873 as of December 31, 2020. While this factors among others may indicate
that the Company will be unable t o continue as a going concern, Management is confident that business performance in
2022 will ensure the Company is an ongoing growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct bus iness units through acquisitions,
organic growth and new customers and product that will increase the associated cash flow from operations. However, no
assurance can be given that Management's actions will result in profitable operations or the of its liquidity problems.
NOTE J - SUBSEQUENT EVENTS
Management has determined that no significant subsequent events occurred since the balance sheet date.
NOTE K - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
NOTE L - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the eff ectiveness of the design and operation of our disclosure controls and procedures.
Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit is recorded, processed, summarized and reported within the
time periods required. Disclosure controls and procedures are also designed to provide reasonable assurance that such
information is accumulated and communicated to our management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure
controls and procedures includes an evaluation of some components of our internal control over financial reporting, and
internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the
management report that is set forth below. At the same time our disclosure controls and procedures can identify weaknesses
in our financial reporting and control systems that require remediated action.
The evaluation conducted included the design, as well as the implementation, of the disclosure controls and procedures, and
how the output produced was us ed in the preparation of this Annual Report. In the course of performing this evaluation,
particular attention was paid to identifying past, present and potential occurrences of data errors, problems of control, and
the potential for fraud.
Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of
the disclosure controls and procedures by our management, that as of December 31, 2020 our disclosure controls and
procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for the establishment and maintenance of an adequate system of internal controls over
financial reporting. Internal control over financial reporting is a process design ed by, or under the supervision of, our
claimallegation
Note J says no significant subsequent events occurred since the balance-sheet date, without stating a clear evaluation cutoff in that senten
Note J says no significant subsequent events occurred since the balance-sheet date, without stating a clear evaluation cutoff in that sentence. The same page invokes 2022 performance, and the CEO certification bears 2022 while the CFO bears 2020. The report therefore needs version and evaluation-date clarification before all language is assigned to a single contemporary reporting moment.
Read the anchor · page 26
NOTE I - 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, 2020, the Company incurred accumulated losses of $ 32,315,198. The Company’s current
liabilities exceeded its current assets by $4,642,873 as of December 31, 2020. While this factors among others may indicate
that the Company will be unable t o continue as a going concern, Management is confident that business performance in
2022 will ensure the Company is an ongoing growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct bus iness units through acquisitions,
organic growth and new customers and product that will increase the associated cash flow from operations. However, no
assurance can be given that Management's actions will result in profitable operations or the of its liquidity problems.
NOTE J - SUBSEQUENT EVENTS
Management has determined that no significant subsequent events occurred since the balance sheet date.
NOTE K - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
NOTE L - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the eff ectiveness of the design and operation of our disclosure controls and procedures.
Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit is recorded, processed, summarized and reported within the
time periods required. Disclosure controls and procedures are also designed to provide reasonable assurance that such
information is accumulated and communicated to our management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure
controls and procedures includes an evaluation of some components of our internal control over financial reporting, and
internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the
management report that is set forth below. At the same time our disclosure controls and procedures can identify weaknesses
in our financial reporting and control systems that require remediated action.
The evaluation conducted included the design, as well as the implementation, of the disclosure controls and procedures, and
how the output produced was us ed in the preparation of this Annual Report. In the course of performing this evaluation,
particular attention was paid to identifying past, present and potential occurrences of data errors, problems of control, and
the potential for fraud.
Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of
the disclosure controls and procedures by our management, that as of December 31, 2020 our disclosure controls and
procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for the establishment and maintenance of an adequate system of internal controls over
financial reporting. Internal control over financial reporting is a process design ed by, or under the supervision of, our
claimallegation
Preferred shares are reported as 26.9806 Series A across seven holders, 100 million Series B across three, and 150,000 Series C across two.
Preferred shares are reported as 26.9806 Series A across seven holders, 100 million Series B across three, and 150,000 Series C across two. Series A converts to 250 common shares each after the stated 2010 reverse split; Series B is described as 200 common votes per share; Series C carries the described price-based conversion formula with reverse-split adjustment.
Read the anchor · page 3
Par or stated value: $0.001
Total shares authorized: 200 as of date: December 31, 2020
Total shares outstanding: 26.9806 as of date: December 31, 2020
Total number of shareholders of record: 7 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class B
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of date: December 31, 2020
Total shares outstanding: 100,000,000 as of date: December 31, 2020
Total number of shareholders of record: 3 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class C
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 150,000 as of date: December 31, 2020
Total shares outstanding: 150,000 as of date: December 31, 2020
Total number of shareholders of record: 2 as of date: December 31, 2020
Transfer Agent
Name: Standard Registrar and Transfer Company, Inc.
Phone: 801-571-8844
Email: amy@standardregistrar.com
Address: 440 E 400 S Suite 200, Salt Lake City, UT 84111
Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒ No: ☐
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total
shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent
interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt
convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire
such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☒
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/2018 Common: 4,481,275,578
Preferred: A: 26.9806
B: 100,000,000
C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed.
claimallegation
Management says December 31, 2020 disclosure controls were effective and describes COSO-based assessment, but expressly recognises that erro
Management says December 31, 2020 disclosure controls were effective and describes COSO-based assessment, but expressly recognises that errors, collusion, override and other inherent limits prevent absolute assurance. These are management representations, not an independent controls audit or a finding that every discrepancy was intentional.
Read the anchor · page 26
NOTE I - 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, 2020, the Company incurred accumulated losses of $ 32,315,198. The Company’s current
liabilities exceeded its current assets by $4,642,873 as of December 31, 2020. While this factors among others may indicate
that the Company will be unable t o continue as a going concern, Management is confident that business performance in
2022 will ensure the Company is an ongoing growth business for the foreseeable future.
The Company is actively pursuing additional business growth across four distinct bus iness units through acquisitions,
organic growth and new customers and product that will increase the associated cash flow from operations. However, no
assurance can be given that Management's actions will result in profitable operations or the of its liquidity problems.
NOTE J - SUBSEQUENT EVENTS
Management has determined that no significant subsequent events occurred since the balance sheet date.
NOTE K - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
NOTE L - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the eff ectiveness of the design and operation of our disclosure controls and procedures.
Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit is recorded, processed, summarized and reported within the
time periods required. Disclosure controls and procedures are also designed to provide reasonable assurance that such
information is accumulated and communicated to our management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure
controls and procedures includes an evaluation of some components of our internal control over financial reporting, and
internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the
management report that is set forth below. At the same time our disclosure controls and procedures can identify weaknesses
in our financial reporting and control systems that require remediated action.
The evaluation conducted included the design, as well as the implementation, of the disclosure controls and procedures, and
how the output produced was us ed in the preparation of this Annual Report. In the course of performing this evaluation,
particular attention was paid to identifying past, present and potential occurrences of data errors, problems of control, and
the potential for fraud.
Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of
the disclosure controls and procedures by our management, that as of December 31, 2020 our disclosure controls and
procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for the establishment and maintenance of an adequate system of internal controls over
financial reporting. Internal control over financial reporting is a process design ed by, or under the supervision of, our
claimallegation
The issuer reports no current investment banker, promoter, public/investor-relations consultant or off-balance-sheet arrangement, and no exp
The issuer reports no current investment banker, promoter, public/investor-relations consultant or off-balance-sheet arrangement, and no expected significant plant/equipment acquisition or sale over the next year. It discusses prospective 2021 inflation and climate effects. These negatives and forecasts are period-bound issuer statements, not current absence findings.
Read the anchor · page 28
Item 14. Beneficial Owners.
The following entities own five percent (5%) or more of the shares of the Company's Common Stock:
None.
Item 15. The name, address, telephone number, and email address of each of the following outside
providers that advise the issuer on matters relating to the operations, business development and
disclosure:
1. Investment Banker
The Company is actively pursuing an investment banking relationship but has not engaged
an investment banker at this time.
2. Promoters
The Company has not engaged a promoter.
3. Counsel
John W Ringo Attorney at Law
241 Lamplighter Lane
Marietta, GA 30067
4. Public Relations Consultant(s)
N/A
5. Investor Relations Consultant
N/A
6. Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure
statement.
None.
Item 16. Management's Discussion and Analysis or Plan of Operation.
A. Plan of Operation.
Please refer to Item 9A.
B. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Year ended December 31, 2020 compared to the Year ended December 31, 2019
REVENUES
Revenues for the year ended December 31, 2020 were $-0- as compared to $-0- for the same period last year. The
lack of revenue was attributed t o the impact of the C OVID pandemic during 2020, which resulted in an almost
claimallegation
The insider table allocates all 100 million Series B shares to Mark D Schmidt 44 million/44%, John W Ringo 25 million/25%, and David D Downi
The insider table allocates all 100 million Series B shares to Mark D Schmidt 44 million/44%, John W Ringo 25 million/25%, and David D Downing 31 million/31%, each labelled poison-pill voting control protection. No Denis holder appears in this table. These percentages are of the Series B class, not total company voting power.
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Each Share of Series A
= 250 Shares of
Common
John G. Hule None West Berlin,
NJ
2.5806 Series A 10% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Charles O’Brien None Boston, MA 1.4000 Series A 5% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Mark D Schmidt Officer Durham, NC 44,000,000 Series B 44%
Poison-Pill Voting
Control Protection
John W Ringo Officer Atlanta, GA 25,000,000 Series B 25% Poison-Pill Voting
Control Protection
David D Downing Officer Marietta, OH 31,000,000 Series B 31% Poison-Pill Voting
Control Protection
University of
California - Santa
Barbara
Kevin Stewart
Director of
UCSB Office
of Technology
& Industry
Alliances
Santa
Barbara, CA
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
divided by 200 for 2010
200 to 1 reverse split
Rensselaer
Polytechnic
Institute
Tasha
Sanford
Office of
Intellectual
Property
Optimization
Troy, NY
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
claimallegation
Series A holders are Lon E. Bell 10, Christina Crossman 4, David W. Eckert 1, Neal M. Goldstein 5, John G. Hule 2.5806, Charles O’Brien 1.4
Series A holders are Lon E. Bell 10, Christina Crossman 4, David W. Eckert 1, Neal M. Goldstein 5, John G. Hule 2.5806, Charles O’Brien 1.4 and Ward L. Snyder 3 shares. Series C holders are University of California Santa Barbara and Rensselaer Polytechnic Institute at 75,000 each, with Kevin Stewart and Tasha Sanford listed in associated university roles. These historical issuer labels do not establish present roles or ownership.
Read the anchor · page 6
NA
C. Describe the issuers’ principal products or services.
The Company has a range of Advanced Lighting Solutions (ALS), including Cyberlux Advanced Infrared and White
LED Lighting System Platform. The products are used as Solutions across U.S. agencies, and has ongoing Strategic
IP development with legacy and future Strategic Partner technologies. Cyberlux intends to introduce products and
solutions across multiple industries in 2021, going well beyond the hardened multispectral illuminators Cyberlux had
become known for.
6) Issuer’s Facilities
We maintain our principal office at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709. We have our
South American headquarters in Bogota, Colombia is located at Carrara 7 #74B 56 Edificio Corficaldas Office 703.
7) Company Insiders (Officers, Directors, and Control Persons)
Name of
Officer/Director or
Control Person
Affiliation with
Company (e.g.
Officer Title
/Director/Owner
of more than 5%)
Residential
Address (City /
State Only)
Number of
shares owned
Share
type/class
Ownership
Percentage
of Class
Outstanding
Note
Lon E. Bell None Altadena, CA 10.0000 Series A 37% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Christina
Crossman
None Westmoreland,
NY
4.0000 Series A 15% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
David W. Eckert None Rocky Mount,
NC
1.0000 Series A 4% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Neal M. Goldstein None Los Angeles,
CA
5.0000 Series A 19% 2004
H.C. Wainwright Capital
Raise
claimallegation
Management says it is unaware of any common holder at 5% or more and believes none owns 250 million or more; the later beneficial-owner sect
Management says it is unaware of any common holder at 5% or more and believes none owns 250 million or more; the later beneficial-owner section says none. Five per cent of the reported 4,481,275,578 shares is 224,063,778.9, so the stated 250 million illustration is not the exact threshold. Absence from the report is not independent proof that no qualifying owner existed.
Read the anchor · page 8
NOTE: (1) Cyberlux Management has now completed the effort to identify the Series A Preferred shareholders from the
2004 H.C. Wainwright capital raise, as referenced in the (7) above. These seven shareholders participated
in a financing that took place in 2004 and never exercised their Series A Preferred conversion to Common
Stock. As of December 31, 2020, there are 26.9806 shares of Series A Preferred stock outstanding, with each
Series A share representing 250 shares of Common stock. Since December 31, 200 3, only 1 of the Series A
Preferred shareholders (Mike Kelly on 06/04/2004, previously identified as the eighth Series A shareholder) has
exercised the conversion rights and exchanged 1 share of Series A Preferred for 50,000 shares of the
Company’s common stock. Subsequently in 2010, the Company restructured the Company’s common stock
with a 200 to 1 reverse split. Going forward, the Series A Preferred conversion rights would exchange 1 share
of Series A Preferred shares for 250 shares of the Company’s common stock. With full conversion of all the
outstanding Series A Preferred stock of 26.9806 shares, the Company would issue a total of 6,745 shares of
common stock.
(2) Cyberlux Management is unaware of any 5% or more Common Stock shareholders. The report does not
include any 5% or more Common Stock shareholders because Management is unaware of any such
shareholders and believes there are no shareholders who own 25 0,000,000 or more Common Stock shares .
8) Legal/Disciplinary History
A. Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding
traffic violations and other minor offenses);
None
2. 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, or banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment has not been reversed, suspended,
or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the
business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject.
Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties
divided by 200 for 2010
200 to 1 reverse split
N/A N/A N/A N/A Options N/A No Options plans are in
effect or outstanding
N/A N/A N/A N/A Warrants N/A No Warrant plans are in
effect or outstanding
claimallegation
The issuer describes its advanced-lighting origins, claimed DoD/Special Forces supply history and a 2020 diversification strategy, with plan
The issuer describes its advanced-lighting origins, claimed DoD/Special Forces supply history and a 2020 diversification strategy, with planned expansion in 2021. It lists no subsidiary/parent/affiliate, a North Carolina office and a Bogotá headquarters. The narrative does not identify every government award or independently establish a specific SOCOM contract.
Read the anchor · page 5
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
(entities must have
individual with voting /
investment control
disclosed).
Reason for
Issuance (e.g.
Loan,
Services, etc.)
Use the space below to provide any additional details, including footnotes to the table above:
N/A
4) Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
B. The financial statements for this reporting period were prepared by (name of individual) 4:
Name: David D Downing
Title: Chief Financial Officer
Relationship to Issuer: Principal Financial and Accounting Officer
We are providing the following financial statements as an integral part of this report.
C. Balance Sheet;
D. Statement of Income;
E. Statement of Cash Flows;
F. Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
G. Financial notes.
5) Issuer’s Business, Products and Services
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Founded as an Advanced Lighting company in 2000, Cyberlux Corporation became a supplier to the Department of
Defense (DoD) after being asked by the United States Air Force to leverage our unique Cyberlux LED lighting
technologies to solve tough problems for elite Special Forces Teams; problems multiple aerospace and defense
contractors had tried but failed to solve.
In 2020, Cyberlux Management set out to re-engineer the Corporation using a proven approach to achieve both rapid
revenue expansion and industry diversification simultaneously, leveraging a strategy for fueling acquisition,
investment, and internal growth.
The Company generates revenues from its sale of products and services through the performance of its business
units, the Company has incurred expenses, and sustained losses. Consequently, its operations are subject to all risks
inherent in the establishment of an ongoing business enterprise. As of December 31, 2020, the Company has
accumulated losses of $32,315,198. Going forward, we intend to fully leverage this net loss carry -forward possible
and use this tax advantage to maximize our cash flow from operations as a competitive advantage
B. Please list any subsidiaries, parents, or affiliated companies.
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial
skills.
claimallegation
David D Downing is identified as preparer/CFO and accounting officer; John W. Ringo as securities counsel. The statements are labelled unaud
David D Downing is identified as preparer/CFO and accounting officer; John W. Ringo as securities counsel. The statements are labelled unaudited, although the issuer checks U.S. GAAP and supplies officer knowledge-based certifications. No independent audit opinion is present.
Read the anchor · page 5
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount at
Issuance ($)
Interest
Accrued
($)
Maturity
Date
Conversion Terms (e.g.
pricing mechanism for
determining conversion
of instrument to shares)
Name of Noteholder
(entities must have
individual with voting /
investment control
disclosed).
Reason for
Issuance (e.g.
Loan,
Services, etc.)
Use the space below to provide any additional details, including footnotes to the table above:
N/A
4) Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
B. The financial statements for this reporting period were prepared by (name of individual) 4:
Name: David D Downing
Title: Chief Financial Officer
Relationship to Issuer: Principal Financial and Accounting Officer
We are providing the following financial statements as an integral part of this report.
C. Balance Sheet;
D. Statement of Income;
E. Statement of Cash Flows;
F. Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
G. Financial notes.
5) Issuer’s Business, Products and Services
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Founded as an Advanced Lighting company in 2000, Cyberlux Corporation became a supplier to the Department of
Defense (DoD) after being asked by the United States Air Force to leverage our unique Cyberlux LED lighting
technologies to solve tough problems for elite Special Forces Teams; problems multiple aerospace and defense
contractors had tried but failed to solve.
In 2020, Cyberlux Management set out to re-engineer the Corporation using a proven approach to achieve both rapid
revenue expansion and industry diversification simultaneously, leveraging a strategy for fueling acquisition,
investment, and internal growth.
The Company generates revenues from its sale of products and services through the performance of its business
units, the Company has incurred expenses, and sustained losses. Consequently, its operations are subject to all risks
inherent in the establishment of an ongoing business enterprise. As of December 31, 2020, the Company has
accumulated losses of $32,315,198. Going forward, we intend to fully leverage this net loss carry -forward possible
and use this tax advantage to maximize our cash flow from operations as a competitive advantage
B. Please list any subsidiaries, parents, or affiliated companies.
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial
skills.
claimallegation
The printed CEO certification is signed /s/ Mark D Schmidt and dated December 6, 2022. The CFO certification is signed /s/ David D Downing a
The printed CEO certification is signed /s/ Mark D Schmidt and dated December 6, 2022. The CFO certification is signed /s/ David D Downing and dated December 6, 2020, which precedes the report period end. Both dates are visibly printed; neither is silently corrected or treated as a verified filing date.
Read the anchor · page 10
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 Annual Report or Annual Report.
The certifications shall follow the format below:
I, Mark D Schmidt certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2022
/s/ Mark D Schmidt
Principal Financial Officer:
I, David D Downing certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2020
/s/ David D Downing
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
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
entityobservation
Mark D Schmidt
Read the anchor · page 10
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 Annual Report or Annual Report.
The certifications shall follow the format below:
I, Mark D Schmidt certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2022
/s/ Mark D Schmidt
Principal Financial Officer:
I, David D Downing certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2020
/s/ David D Downing
entityobservation
David D Downing
Read the anchor · page 10
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 Annual Report or Annual Report.
The certifications shall follow the format below:
I, Mark D Schmidt certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2022
/s/ Mark D Schmidt
Principal Financial Officer:
I, David D Downing certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2020
/s/ David D Downing
entityobservation
John W Ringo
Read the anchor · page 7
Each Share of Series A
= 250 Shares of
Common
John G. Hule None West Berlin,
NJ
2.5806 Series A 10% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Charles O’Brien None Boston, MA 1.4000 Series A 5% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Mark D Schmidt Officer Durham, NC 44,000,000 Series B 44%
Poison-Pill Voting
Control Protection
John W Ringo Officer Atlanta, GA 25,000,000 Series B 25% Poison-Pill Voting
Control Protection
David D Downing Officer Marietta, OH 31,000,000 Series B 31% Poison-Pill Voting
Control Protection
University of
California - Santa
Barbara
Kevin Stewart
Director of
UCSB Office
of Technology
& Industry
Alliances
Santa
Barbara, CA
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
divided by 200 for 2010
200 to 1 reverse split
Rensselaer
Polytechnic
Institute
Tasha
Sanford
Office of
Intellectual
Property
Optimization
Troy, NY
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
entityobservation
Standard Registrar and Transfer Company, Inc.
Read the anchor · page 3
Par or stated value: $0.001
Total shares authorized: 200 as of date: December 31, 2020
Total shares outstanding: 26.9806 as of date: December 31, 2020
Total number of shareholders of record: 7 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class B
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of date: December 31, 2020
Total shares outstanding: 100,000,000 as of date: December 31, 2020
Total number of shareholders of record: 3 as of date: December 31, 2020
Trading symbol: CYBL
Exact title and class of securities outstanding: Preferred Stock – Class C
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 150,000 as of date: December 31, 2020
Total shares outstanding: 150,000 as of date: December 31, 2020
Total number of shareholders of record: 2 as of date: December 31, 2020
Transfer Agent
Name: Standard Registrar and Transfer Company, Inc.
Phone: 801-571-8844
Email: amy@standardregistrar.com
Address: 440 E 400 S Suite 200, Salt Lake City, UT 84111
Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒ No: ☐
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total
shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent
interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt
convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire
such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed
fiscal years and any subsequent periods: ☒
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/2018 Common: 4,481,275,578
Preferred: A: 26.9806
B: 100,000,000
C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed.
entityobservation
University of California - Santa Barbara
Read the anchor · page 7
Each Share of Series A
= 250 Shares of
Common
John G. Hule None West Berlin,
NJ
2.5806 Series A 10% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Charles O’Brien None Boston, MA 1.4000 Series A 5% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Mark D Schmidt Officer Durham, NC 44,000,000 Series B 44%
Poison-Pill Voting
Control Protection
John W Ringo Officer Atlanta, GA 25,000,000 Series B 25% Poison-Pill Voting
Control Protection
David D Downing Officer Marietta, OH 31,000,000 Series B 31% Poison-Pill Voting
Control Protection
University of
California - Santa
Barbara
Kevin Stewart
Director of
UCSB Office
of Technology
& Industry
Alliances
Santa
Barbara, CA
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
divided by 200 for 2010
200 to 1 reverse split
Rensselaer
Polytechnic
Institute
Tasha
Sanford
Office of
Intellectual
Property
Optimization
Troy, NY
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
entityobservation
Rensselaer Polytechnic Institute
Read the anchor · page 7
Each Share of Series A
= 250 Shares of
Common
John G. Hule None West Berlin,
NJ
2.5806 Series A 10% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Charles O’Brien None Boston, MA 1.4000 Series A 5% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11% 2004
H.C. Wainwright Capital
Raise
Each Share of Series A
= 250 Shares of
Common
Mark D Schmidt Officer Durham, NC 44,000,000 Series B 44%
Poison-Pill Voting
Control Protection
John W Ringo Officer Atlanta, GA 25,000,000 Series B 25% Poison-Pill Voting
Control Protection
David D Downing Officer Marietta, OH 31,000,000 Series B 31% Poison-Pill Voting
Control Protection
University of
California - Santa
Barbara
Kevin Stewart
Director of
UCSB Office
of Technology
& Industry
Alliances
Santa
Barbara, CA
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
divided by 200 for 2010
200 to 1 reverse split
Rensselaer
Polytechnic
Institute
Tasha
Sanford
Office of
Intellectual
Property
Optimization
Troy, NY
75,000
Series C
50%
2006 Technology
Transfer Agreement
Each Share of Series C
= $25.20 divided by the
10 day moving average
closing price, then
eventattribution
Date to which the principal reported balances and issuer representations refer.
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
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
eventattribution
CEO signature bears this date; filing chronology not independently established.
Read the anchor · page 10
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 Annual Report or Annual Report.
The certifications shall follow the format below:
I, Mark D Schmidt certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2022
/s/ Mark D Schmidt
Principal Financial Officer:
I, David D Downing certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2020
/s/ David D Downing
eventattribution
CFO signature bears a date preceding the reporting period end; retained as printed, not corrected.
Read the anchor · page 10
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 Annual Report or Annual Report.
The certifications shall follow the format below:
I, Mark D Schmidt certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2022
/s/ Mark D Schmidt
Principal Financial Officer:
I, David D Downing certify that:
1. I have reviewed this Annual disclosure statement of 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.
December 6, 2020
/s/ David D Downing
hypothesishypothesis
A testable explanation for the cash-flow presentation is that a non-cash note write-down was treated as a borrowing payment while the relate
A testable explanation for the cash-flow presentation is that a non-cash note write-down was treated as a borrowing payment while the related gain remained in operating cash flow. An alternative is that unshown cash transactions and note movements reconcile the presentation. The report cannot choose between them; the note ledger, extinguishment documents and bank entries are the discriminating evidence. No intentional misstatement is inferred.
inferenceinference
The report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, an
The report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
inferenceinference
Internal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source rema
Internal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
inferenceinference
Series A is explicitly outside equity; including it reconciles the reported balance-sheet total. That source explanation resolves the appare
Series A is explicitly outside equity; including it reconciles the reported balance-sheet total. That source explanation resolves the apparent $134,900 gap without inventing an omitted liability.
otherattribution
Complete supplied 31-page source reviewed at SHA-256 d7c2b4349d3d054ba48d5a8417b80675541ed53ca7555910e89dbb4d48ccb5ff. Source assertions, or
Complete supplied 31-page source reviewed at SHA-256 d7c2b4349d3d054ba48d5a8417b80675541ed53ca7555910e89dbb4d48ccb5ff. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No later financial outcome, current ownership or audit assurance is inferred.
Read the anchor · page 1
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
3674
Annual Report
For the Period Ending: December 31, 2020
(the “Reporting Period”)
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of September 30, 2020, the number of shares outstanding of our Common Stock was:
4,481,275,578
As of December 31, 2019, the number of shares outstanding of our Common Stock was:
4,481,275,578
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and
Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
Cyberlux Corporation (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2000. Until
December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the C ompany’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 (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
questionquestion
What is the exact filing/revision history and correct certification and subsequent-event evaluation cutoff for this version?
questionquestion
What accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of
What accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of the note write-down?
questionquestion
What transfer-agent register and designations confirm the Series B holders and voting rights at each relevant date?
questionquestion
What original note, creditor release, payment record and related-party schedule establish the debt movements and remaining obligations?
questionquestion
Were the forecast financing, operating improvements or tax benefits actually realised, and what later audited or original records establish
Were the forecast financing, operating improvements or tax benefits actually realised, and what later audited or original records establish that?
observation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
The other-income narrative describes a $3,107,318 note redeemable only in common stock, no creditor activity since 2011, unsuccessful contact attempts and retirement on counsel advice. It also says $3,107,318 and $5,250,000 were already written down in 2020/2019, exhausting $8,357,318, while the 2021 operations statement shows only $740 other income. This does not establish an additional 2021 $3.1 million gain; period and extinguishment records are needed.qualifiesReported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.
2020 report already places the $3,107,318 write-down in 2020. Repeated 2021 narrative is not evidence of another gain or another note extinguishment.
The comparative 2020 column repeats zero revenue, positive $16,724 gross margin despite $16,724 cost, negative expenses and $123,632 operating income, together with $3,107,318 other income. These are repeated issuer figures, not independent corroboration of the separately reviewed 2020 report.referencesThe operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.
The 2021 report repeats the 2020 comparative figures and source sign issue; shared issuer origin supplies no independent corroboration.
Common shares are reported unchanged at 4,481,275,578 across December 2018, December 2019, September 2020 and December 2020; authorised common is 20 billion, public float 3,779,932,108 and shareholders of record 314. The issuance-history box says no changes for the two completed fiscal years and subsequent periods. A reported register is not independently audited ownership proof.supportsWhat transfer-agent register and designations confirm the Series B holders and voting rights at each relevant date?
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating cash $2,683,171; non-related borrowing payments $3,076,184; related-party borrowing proceeds $392,982; financing cash outflow $2,683,202; and cash falling from $31 to zero. Supplemental interest paid and income taxes paid are zero. Those presented cash flows require underlying transaction support.supportsDoes the reported 2020 net income show profitable sales or reliable cash generation?
Specifically named source propositions support the bounded distinction or question.
The operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.supportsDoes the reported 2020 net income show profitable sales or reliable cash generation?
Specifically named source propositions support the bounded distinction or question.
For 2020 the balance sheet reports no cash, $78,838 inventory and total assets, current liabilities $4,721,711, and long-term liabilities $5,418,498. Related-party notes are $3,215,143 and non-related notes $2,203,354. Reported accumulated deficit is $32,315,198 and equity deficiency $10,196,271. These are report values, not a present balance sheet.supportsThe report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsThe report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsA testable explanation for the cash-flow presentation is that a non-cash note write-down was treated as a borrowing payment while the related gain remained in operating cash flow. An alternative is that unshown cash transactions and note movements reconcile the presentation. The report cannot choose between them; the note ledger, extinguishment documents and bank entries are the discriminating evidence. No intentional misstatement is inferred.
Specifically named source propositions support the bounded distinction or question.
The going-concern note acknowledges accumulated loss and working-capital deficit as possible inability-to-continue indicators, then expresses confidence in 2022 performance and four business units while giving no assurance of profitable operations or solved liquidity problems. MD&A also expresses confidence in 12-month resources while acknowledging insufficient operating liquidity and possible financing needs. These are qualified management forecasts, not assurances of solvency.supportsWere the forecast financing, operating improvements or tax benefits actually realised, and what later audited or original records establish that?
Specifically named source propositions support the bounded distinction or question.
The reported working-capital deficit is $4,642,873, equal to current liabilities $4,721,711 less current assets $78,838. Note C identifies $2,208,404 of accrued payroll/payroll taxes, $1,431,345 accrued interest and $1,081,962 accounts payable. Accrued payroll/tax totals are not an IRS lien determination or a government contract exclusion.supportsWhat original note, creditor release, payment record and related-party schedule establish the debt movements and remaining obligations?
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating cash $2,683,171; non-related borrowing payments $3,076,184; related-party borrowing proceeds $392,982; financing cash outflow $2,683,202; and cash falling from $31 to zero. Supplemental interest paid and income taxes paid are zero. Those presented cash flows require underlying transaction support.supportsThe report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
Specifically named source propositions support the bounded distinction or question.
For 2020 the balance sheet reports no cash, $78,838 inventory and total assets, current liabilities $4,721,711, and long-term liabilities $5,418,498. Related-party notes are $3,215,143 and non-related notes $2,203,354. Reported accumulated deficit is $32,315,198 and equity deficiency $10,196,271. These are report values, not a present balance sheet.supportsSeries A is explicitly outside equity; including it reconciles the reported balance-sheet total. That source explanation resolves the apparent $134,900 gap without inventing an omitted liability.
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsDoes the reported 2020 net income show profitable sales or reliable cash generation?
Specifically named source propositions support the bounded distinction or question.
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.supportsWhat accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of the note write-down?
Specifically named source propositions support the bounded distinction or question.
Note J says no significant subsequent events occurred since the balance-sheet date, without stating a clear evaluation cutoff in that sentence. The same page invokes 2022 performance, and the CEO certification bears 2022 while the CFO bears 2020. The report therefore needs version and evaluation-date clarification before all language is assigned to a single contemporary reporting moment.supportsWhat is the exact filing/revision history and correct certification and subsequent-event evaluation cutoff for this version?
Specifically named source propositions support the bounded distinction or question.
The report carries Series A at $134,900 and Note E explicitly classifies it outside stockholders’ equity because of redemption/reset features. Adding current liabilities $4,721,711, long-term liabilities $5,418,498, that $134,900 and reported negative equity $10,196,271 produces the stated $78,838 total. The Series A amount must not be falsely described as missing equity. Small one-dollar differences remain between listed note totals and equity calculations.supportsSeries A is explicitly outside equity; including it reconciles the reported balance-sheet total. That source explanation resolves the apparent $134,900 gap without inventing an omitted liability.
Specifically named source propositions support the bounded distinction or question.
The operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.supportsWhat accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of the note write-down?
Specifically named source propositions support the bounded distinction or question.
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.supportsA testable explanation for the cash-flow presentation is that a non-cash note write-down was treated as a borrowing payment while the related gain remained in operating cash flow. An alternative is that unshown cash transactions and note movements reconcile the presentation. The report cannot choose between them; the note ledger, extinguishment documents and bank entries are the discriminating evidence. No intentional misstatement is inferred.
Specifically named source propositions support the bounded distinction or question.
The printed CEO certification is signed /s/ Mark D Schmidt and dated December 6, 2022. The CFO certification is signed /s/ David D Downing and dated December 6, 2020, which precedes the report period end. Both dates are visibly printed; neither is silently corrected or treated as a verified filing date.supportsInternal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
Specifically named source propositions support the bounded distinction or question.
The going-concern note acknowledges accumulated loss and working-capital deficit as possible inability-to-continue indicators, then expresses confidence in 2022 performance and four business units while giving no assurance of profitable operations or solved liquidity problems. MD&A also expresses confidence in 12-month resources while acknowledging insufficient operating liquidity and possible financing needs. These are qualified management forecasts, not assurances of solvency.supportsManagement confidence depends on future growth, financing and liquidity improvements that this historical report does not demonstrate were achieved.
Specifically named source propositions support the bounded distinction or question.
Management says it is unaware of any common holder at 5% or more and believes none owns 250 million or more; the later beneficial-owner section says none. Five per cent of the reported 4,481,275,578 shares is 224,063,778.9, so the stated 250 million illustration is not the exact threshold. Absence from the report is not independent proof that no qualifying owner existed.supportsWhat transfer-agent register and designations confirm the Series B holders and voting rights at each relevant date?
Specifically named source propositions support the bounded distinction or question.
Using conventional subtraction on the displayed values, zero revenue minus $16,724 cost minus negative $106,908 expense yields $90,184, not the printed $123,632. The liquidity note separately prints $125,632. All three readings are kept distinct: two source figures and one analyst arithmetic result, pending clarification of signs and adjustments.supportsWhat accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of the note write-down?
Specifically named source propositions support the bounded distinction or question.
Management describes the $32,315,198 accumulated loss as a future tax/cash-flow advantage, but the income-tax note gives an equally sized valuation reserve, net deferred tax asset zero, possible ownership limitations and expected staged expiry through 2040. The report does not establish a presently realisable tax benefit.supportsWere the forecast financing, operating improvements or tax benefits actually realised, and what later audited or original records establish that?
Specifically named source propositions support the bounded distinction or question.
Using conventional subtraction on the displayed values, zero revenue minus $16,724 cost minus negative $106,908 expense yields $90,184, not the printed $123,632. The liquidity note separately prints $125,632. All three readings are kept distinct: two source figures and one analyst arithmetic result, pending clarification of signs and adjustments.supportsInternal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
Specifically named source propositions support the bounded distinction or question.
The insider table allocates all 100 million Series B shares to Mark D Schmidt 44 million/44%, John W Ringo 25 million/25%, and David D Downing 31 million/31%, each labelled poison-pill voting control protection. No Denis holder appears in this table. These percentages are of the Series B class, not total company voting power.supportsWhat transfer-agent register and designations confirm the Series B holders and voting rights at each relevant date?
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsWhat original note, creditor release, payment record and related-party schedule establish the debt movements and remaining obligations?
Specifically named source propositions support the bounded distinction or question.
The printed CEO certification is signed /s/ Mark D Schmidt and dated December 6, 2022. The CFO certification is signed /s/ David D Downing and dated December 6, 2020, which precedes the report period end. Both dates are visibly printed; neither is silently corrected or treated as a verified filing date.supportsWhat is the exact filing/revision history and correct certification and subsequent-event evaluation cutoff for this version?
Specifically named source propositions support the bounded distinction or question.
Management says December 31, 2020 disclosure controls were effective and describes COSO-based assessment, but expressly recognises that errors, collusion, override and other inherent limits prevent absolute assurance. These are management representations, not an independent controls audit or a finding that every discrepancy was intentional.supportsWere the forecast financing, operating improvements or tax benefits actually realised, and what later audited or original records establish that?
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsWhat accounting entries and sign conventions reconcile gross margin, the two stated operating-income figures and the cash-flow treatment of the note write-down?
Specifically named source propositions support the bounded distinction or question.
Note F states unsecured officer working-capital notes, generally at 10–12%. Its table reports Downing $799,610 principal/$253,687 interest, Schmidt $762,421/$274,023 and Ringo $555,361/$196,951, totalling $2,117,392 principal/$724,661 interest, plus all others $1,097,750/$374,063. The table lists 10% for each line and does not name all other lenders.supportsWhat original note, creditor release, payment record and related-party schedule establish the debt movements and remaining obligations?
Specifically named source propositions support the bounded distinction or question.
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.supportsThe report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
Specifically named source propositions support the bounded distinction or question.
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.supportsDoes the reported 2020 net income show profitable sales or reliable cash generation?
Specifically named source propositions support the bounded distinction or question.
Preferred shares are reported as 26.9806 Series A across seven holders, 100 million Series B across three, and 150,000 Series C across two. Series A converts to 250 common shares each after the stated 2010 reverse split; Series B is described as 200 common votes per share; Series C carries the described price-based conversion formula with reverse-split adjustment.supportsWhat transfer-agent register and designations confirm the Series B holders and voting rights at each relevant date?
Specifically named source propositions support the bounded distinction or question.
The operations statement reports zero revenue in both 2020 and 2019. For 2020 it prints cost of goods sold $16,724, gross margin $16,724 without a negative sign, negative general/administrative expense $(106,908), and operating income $123,632. MD&A attributes 2020 revenue absence to near shutdown during COVID; that explanation does not explain the separately reported zero revenue in 2019.supportsThe report distinguishes accounting profit from sales and liquidity: zero revenue, substantial other income described as note write-down, and zero year-end cash. A reader should not treat reported net income as customer-generated cash.
Specifically named source propositions support the bounded distinction or question.
The equity roll-forward lists quarterly results of losses $84,064, $101,145 and $102,118, then income $3,133,555, summing to annual $2,846,228. Its closing equity deficiency is $10,196,270, one dollar different from the balance-sheet $10,196,271.supportsInternal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
Specifically named source propositions support the bounded distinction or question.
The cash-flow table begins with net income that includes the described note write-down, but displays no separate reversal for that gain. Its $3,076,184 borrowing-payment figure exactly matches the decline in non-related notes from $5,279,538 to $2,203,354. The $3,107,318 described write-down differs by $31,134. The report alone does not reconcile cash payments, forgiveness and other note movements.supportsInternal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
Specifically named source propositions support the bounded distinction or question.
Reported 2020 other income is $3,107,318 and interest expense $384,722, producing reported net income $2,846,228 when combined with the printed $123,632 operating income. MD&A attributes other income to a note write-down of $3,107,318 in 2020 and $5,250,000 in 2019, together exhausting an original $8,357,318 note. Reported profit is therefore not evidence of sales revenue.supportsWhat original note, creditor release, payment record and related-party schedule establish the debt movements and remaining obligations?
Specifically named source propositions support the bounded distinction or question.
The Series A history in the main disclosure describes Mike Kelly converting one share in June 2004, whereas Note E describes one holder exchanging two shares in 2008; the report does not reconcile whether these are distinct events or conflicting histories. Series C text also retains a September 30, 2008 outstanding-share date inside this 2020 annual report. Historical and report-period dates must remain separate.supportsWhat is the exact filing/revision history and correct certification and subsequent-event evaluation cutoff for this version?
Specifically named source propositions support the bounded distinction or question.
The cash-flow statement reports operating cash $2,683,171; non-related borrowing payments $3,076,184; related-party borrowing proceeds $392,982; financing cash outflow $2,683,202; and cash falling from $31 to zero. Supplemental interest paid and income taxes paid are zero. Those presented cash flows require underlying transaction support.supportsA testable explanation for the cash-flow presentation is that a non-cash note write-down was treated as a borrowing payment while the related gain remained in operating cash flow. An alternative is that unshown cash transactions and note movements reconcile the presentation. The report cannot choose between them; the note ledger, extinguishment documents and bank entries are the discriminating evidence. No intentional misstatement is inferred.
Specifically named source propositions support the bounded distinction or question.
For 2020 the balance sheet reports no cash, $78,838 inventory and total assets, current liabilities $4,721,711, and long-term liabilities $5,418,498. Related-party notes are $3,215,143 and non-related notes $2,203,354. Reported accumulated deficit is $32,315,198 and equity deficiency $10,196,271. These are report values, not a present balance sheet.supportsDoes the reported 2020 net income show profitable sales or reliable cash generation?
Specifically named source propositions support the bounded distinction or question.
Management describes the $32,315,198 accumulated loss as a future tax/cash-flow advantage, but the income-tax note gives an equally sized valuation reserve, net deferred tax asset zero, possible ownership limitations and expected staged expiry through 2040. The report does not establish a presently realisable tax benefit.supportsThe claimed tax advantage depends on future taxable income and usable loss carry-forwards despite the report full reserve and ownership-limit warning.
Specifically named source propositions support the bounded distinction or question.
Note J says no significant subsequent events occurred since the balance-sheet date, without stating a clear evaluation cutoff in that sentence. The same page invokes 2022 performance, and the CEO certification bears 2022 while the CFO bears 2020. The report therefore needs version and evaluation-date clarification before all language is assigned to a single contemporary reporting moment.supportsInternal sign, amount and date discrepancies limit reliance on extracted financial totals until issuer records resolve them. The source remains useful as a record of what was represented, not as an independently verified financial account.
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.