Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The issuer says it refused to remit payments demanded by AWH/Secure Community while alleging nonperformance.
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7) Legal/Disciplinary History A. 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 thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. A complaint has been filed on 08/22/2022 in the Circuit Court for the city of Richmond, VA. The case is Atlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux Corporation and Mark D. Schmidt. The Company is involved in a contractual dispute regarding licensed BrightEye lighting product intellectual property and the failure of the Plaintiff to perform under a consulting agreement with the Company. The Company refused to remit under the agreement and the lawsuit was filed. The Parties are engaged in settlement negotiations.
observationobservation
Reporting period December 31, 2022; CEO certification March 24, 2023; CFO date printed 3/24/20/23.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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.
observationobservation
Common outstanding 5,587,666,363; reported B outstanding 70.5 million conflicts with retained 100 million table counts.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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.
observationobservation
Reported cash $953,105, net income $377,674 and operating cash negative $2,495,898 are distinct measures.
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Condensed Consolidated Balance Sheet December 31, 2022 and Fiscal Year Ended December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Assets Current assets: Cash & cash equivalents $ 953,105 $ 3,530,317 Accounts Receivable, Allowance for Doubtful Accounts is $ 0 4,937,108 2,677,300 Inventory 519,341 271,200 Other current assets 1,849,229 1,569,560 Total current assets 8,258,783 8,048,377 Property, plant and equipment, net of accumulated depreciation of $ 92,631 and $ 92,631 respectively 863,668 828,666 Other Assets: Patents, net of accumulated amortization of $ 3,981,064 and $3,974,974 respectively 8,265 - Investment in Subsidiaries 3,156,293 450,000 Total Assets $ 12,287,009 $ 9,327,043 Liabilities and Deficiency in Stockholders' Equity Current liabilities: Accounts payable 2,024,460 2,656,385 Accrued interest 1,974,478 1,376,471 Accrued liabilities 1,637,751 1,706,946 Total current liabilities 5,636,689 5,739,802 Long-term liabilities: Notes payable, related parties 3,384,267 3,044,102 Notes payable, non-related parties 7,098,993 6,199,953 Deferred Revenues 79,342 62,183
assumptionassumption
The issuer’s growth and liquidity expectations depend on financing, revenue and collection assumptions that this historical report does not
The issuer’s growth and liquidity expectations depend on financing, revenue and collection assumptions that this historical report does not validate.
claimallegation
This 33-page issuer annual disclosure covers December 31, 2022. Mark D. Schmidt signs a certification dated 3/24/2023; David Downing signs o
This 33-page issuer annual disclosure covers December 31, 2022. Mark D. Schmidt signs a certification dated 3/24/2023; David Downing signs one printed 3/24/20/23. The latter malformed date is visually confirmed and retained, not silently repaired. The cover marks No for shell status, shell-status change and change in control.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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
The 2021 rows include October 13 Alvin Campbell 1,851,852 as a stock purchase, September 16 William L. Welter III Trust 70 million at $0.002
The 2021 rows include October 13 Alvin Campbell 1,851,852 as a stock purchase, September 16 William L. Welter III Trust 70 million at $0.002 for debt settlement/legal fees, September 2 Ronald Childs 3,703,704 and August 23 Tyrone Everett 10 million. The trust is a separately labelled recipient, not automatically the individual William Welter. Repeated identical rows for Priyanka Saxena on August 23, Matt Rivett on August 23 and William Ferrell on July 21 remain in the source; duplication may be a reporting defect or multiple transactions and cannot be silently deduplicated.
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12/27/2021 New 2,000,000 Common 0.01 Yes Brennan Smith Public Relations Services Terms Restricted 4(a)(2)
11/10/2021 New 125,000,000 Common 0.001 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2) 11/09/2021 New 27,637,500 Common $0.022 No Rock Bay Partners Debt Settlement for Fulcrum Advisors, LLC Alston Gardner
Debt Purchase Agreement Unrestricted 4(a)(2)
11/03/2021 New 200,000,000 Common 0.001 Yes Montague Capital Partners Debt Settlement Unrestricted 4(a)(2) 10/25/2021 Cancellation -210,000,000 Common 0.001 No Returned Executive Mgmt Stock Mark Schmidt
Outstanding Share Reduction Restricted 4(a)(2)
10/25/2021 Cancellation -210,000,000 Common 0.001 No Returned Executive Mgmt Stock David Downing
Outstanding Share Reduction Restricted 4(a)(2)
10/21/2021 New 125,000,000 Common 0.001 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2) 10/15/2021 New 1,000,000 Common 0.01 Yes Strike Group, LLC Sales Representation Agreement Terms
Restricted 4(a)(2)
10/13/2021 New 1,851,852 Common 0.0012 Yes Alvin Campbell Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Salahuddin Siddiq Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 50,000,000 Common 0.01 Yes Charles D Watts Debt Settlement Restricted 4(a)(2) 10/08/2021 New 1,000,000 Common 0.0012 Yes Ronald Corlew Stock Purchase Agreement Restricted 4(a)(2) 09/16/2021 New 70,000,000 Common 0.002 Yes William L.Welter III Trust Debt Settlement Legal Fees Restricted 4(a)(2)
09/02/2021 New 3,703,704 Common 0.0012 Yes Ronald Childs Stock Purchase Agreement Restricted 4(a)(2) 08/23/2021 New 10,000,000 Common 0.001 Yes Tyrone Everett Debt Settlement Restricted 4(a)(2) 08/23/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 08/23/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2)
claimallegation
Three historical recipient entries are October 8 Charles D Watts 50 million at $0.01 for debt settlement, July 21 Charles D Watts 5,384,615
Three historical recipient entries are October 8 Charles D Watts 50 million at $0.01 for debt settlement, July 21 Charles D Watts 5,384,615 at $0.01 for debt settlement/legal fees, and July 14 Charles D Watts, JR 5 million at $0.01 for debt settlement/legal fees. Exact labels, dates and purpose fields are retained. They cannot be merged or treated as a single verified fee total merely because the names resemble one another or an existing actor.
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12/27/2021 New 2,000,000 Common 0.01 Yes Brennan Smith Public Relations Services Terms Restricted 4(a)(2)
11/10/2021 New 125,000,000 Common 0.001 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2) 11/09/2021 New 27,637,500 Common $0.022 No Rock Bay Partners Debt Settlement for Fulcrum Advisors, LLC Alston Gardner
Debt Purchase Agreement Unrestricted 4(a)(2)
11/03/2021 New 200,000,000 Common 0.001 Yes Montague Capital Partners Debt Settlement Unrestricted 4(a)(2) 10/25/2021 Cancellation -210,000,000 Common 0.001 No Returned Executive Mgmt Stock Mark Schmidt
Outstanding Share Reduction Restricted 4(a)(2)
10/25/2021 Cancellation -210,000,000 Common 0.001 No Returned Executive Mgmt Stock David Downing
Outstanding Share Reduction Restricted 4(a)(2)
10/21/2021 New 125,000,000 Common 0.001 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2) 10/15/2021 New 1,000,000 Common 0.01 Yes Strike Group, LLC Sales Representation Agreement Terms
Restricted 4(a)(2)
10/13/2021 New 1,851,852 Common 0.0012 Yes Alvin Campbell Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Salahuddin Siddiq Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase Agreement Restricted 4(a)(2) 10/08/2021 New 50,000,000 Common 0.01 Yes Charles D Watts Debt Settlement Restricted 4(a)(2) 10/08/2021 New 1,000,000 Common 0.0012 Yes Ronald Corlew Stock Purchase Agreement Restricted 4(a)(2) 09/16/2021 New 70,000,000 Common 0.002 Yes William L.Welter III Trust Debt Settlement Legal Fees Restricted 4(a)(2)
09/02/2021 New 3,703,704 Common 0.0012 Yes Ronald Childs Stock Purchase Agreement Restricted 4(a)(2) 08/23/2021 New 10,000,000 Common 0.001 Yes Tyrone Everett Debt Settlement Restricted 4(a)(2) 08/23/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 08/23/2021 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2)
claimallegation
Other 2021 rows include August 4 Alvaro Zuluaga 10 million for executive compensation, July 14 Downing and Schmidt 10 million each for execu
Other 2021 rows include August 4 Alvaro Zuluaga 10 million for executive compensation, July 14 Downing and Schmidt 10 million each for executive compensation, July 12 Ben Eberdt 20 million debt settlement, May 27 Downing 200 million for Secure for Technology with a continuation naming transfer to Secure Community LLC/William Welter, and May 11 Downing 400 million executive compensation with 200 million transferred to Schmidt. The opening table label says 01/01/2020 while the stated table period is January 1, 2021 through December 31, 2022. The labels do not independently prove transaction substance.
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08/23/2021 New 20,833,333 Common 0.0012 Yes Sameer Jain & Deepika Sameer Jain JTWORS
Stock Purchase Agreement Restricted 4(a)(2)
08/23/2021 New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase Agreement Restricted 4(a)(2) 08/23/2021 New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase Agreement Restricted 4(a)(2) 08/04/2021 New 10,000,000 Common $0.001 Yes Alvaro Zuluaga Executive Management Incentive Restricted 4(a)(2)
07/27/2021 New 10,000,000 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes Salahuddin Siddiq Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes David McClintock Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes Colin Udvig Stock Purchase Agreement Restricted 4(a)(2) 07/21/2021 New 20,833,333 Common 0.0012 Yes Christopher Fulkerson Stock Purchase Agreement Restricted 4(a)(2) 7/21/2021 New 5,384,615 Common 0.01 Yes Charles D. Watts Debt Settlement Legal Fees Restricted 4(a)(2) 7/21/2021 New 2,307,692 Common 0.0012 Yes Robert E. Dawson Jr. Stock Purchase Agreement Restricted 4(a)(2) 7/21/2021 New 6,153,846 Common 0.0012 Yes Charles Coote Jr. Stock Purchase Agreement Restricted 4(a)(2) 7/21/2021 (06/14/2021 basis) New 5,384,615 Common 0.0012 Yes Ronald Corlew Stock Purchase Agreement Restricted 4(a)(2)
7/21/2021 (06/14/2021 basis) New 5,384,615 Common 0.0012 Yes Wynn-Jones Revocable Trust Stock Purchase Agreement Restricted 4(a)(2)
7/14/2021 New 5,000,000 Common 0.01 Yes Charles D. Watts,JR Debt Settlement Legal Fees Restricted 4(a)(2) 7/14/2021 New 10,000,000 Common 0.001 Yes Executive Incentive Stock David D. Downing
Executive Management Incentive Restricted 4(a)(2)
7/14/2021 New 10,000,000 Common $0.001 Yes Executive Incentive Stock Mark D. Schmidt
Executive Management Incentive Restricted 4(a)(2)
7/12/2021 New 20,000,000 Common $0.01 Yes Ben Eberdt Debt Settlement Restricted 4(a)(2) 5/27/2021 New 200,000,000 Common $0.001 Yes Debt Settlement David D. Downing Debt Settlement Secure for Technology Restricted 4(a)(2)
claimallegation
Five RB Capital/Brett Rosen/Deborah Braun convertible-note rows use $0.25 conversion. October 22, 2021: balance $1,588,767, principal $1.5 m
Five RB Capital/Brett Rosen/Deborah Braun convertible-note rows use $0.25 conversion. October 22, 2021: balance $1,588,767, principal $1.5 million, interest $88,767, maturity October 22, 2023. A row printed November 8, 2022 gives $1,586,096, $1.5 million, $86,096 and November 8, 2023. November 22, 2021 gives $1,583,219, principal printed 1,500,00, interest $83,219 and November 22, 2023. May 3, 2022 gives $515,274, $500,000, $15,274 and May 23, 2024; July 12, 2022 gives $255,925, $250,000, $5,925 and July 12, 2024. Malformed principal and date anomalies remain uncorrected pending original notes.
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B) Promissory and Convertible Notes Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities: No: ☐ Yes: ☒ (If yes, you must complete the table below) Date of Note Issuance Outstanding Balance ($) (including interest) at 12/31/2022
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g., Loan, Services, etc.)
10/22/2021 1,588,767 1,500,000 88,767 10/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan
11/08/2022 1,586,096 1,500,000 86,096 11/08/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan
11/22/2021 1,583,219 1,500,00 83,219 11/22/2023 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan
05/03/2022 515,274 500,000 15,274 05/23/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan
07/12/2022 255,925 250,000 5,925 07/12/2024 $0.25 Conversion per share RB Capital Partners Brett Rosen Deborah Braun Loan
Use the space below to provide any additional details, including footnotes to the table above: None 4) Issuer’s Business, Products and Services The purpose of this section is to provide a clear description of the issuer’s current operations. (Please ensure that these descriptions are updated on the Company’s Profile on www.otcmarkets.com). A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”) 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
claimallegation
The issuer checks no merger/acquisition or similar event in the reporting interval while its business discussion and share rows describe Cat
The issuer checks no merger/acquisition or similar event in the reporting interval while its business discussion and share rows describe Catalyst Machineworks acquisition. It lists Digital Automation Solution LLC, Kreatx, HAVAS, FBD and CMTC among the operating structure, four business units, and offices in North Carolina, Miami, Spring Texas, Bogota and Tirana. The wording includes 2021 and 2002 and a repeated UAS description. These are issuer representations; corporate identities, acquisition completion and consolidation require original records.
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1) Name and address(es) of the issuer and its predecessors (if any) In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes. The name of the issuer is Cyberlux Corporation. ("Cyberlux," "Company," "we" or “us”). The Company has no predecessor. The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g., active, default, inactive): The issuer was incorporated in the State of Nevada and its current standing is active Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None The address(es) of the issuer’s principal executive office: 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 The address(es) of the issuer’s principal place of business: ☒ Check if principal executive office and principal place of business are the same address: Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? No: ☒ Yes: ☐ If Yes, provide additional details below:
claimallegation
Government distribution and USSOCOM-related business, military products, executive experience and expansion capabilities are company claims
Government distribution and USSOCOM-related business, military products, executive experience and expansion capabilities are company claims in this annual report. Neither the business description nor the biographies independently establish a particular federal prime award, customer acceptance, security clearance or completed delivery.
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for elite Special Forces Teams; problems multiple aerospace and defense contractors had tried but failed to solve. In 2021 and 2002, 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 market capitalization of well over $100M, this 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. B. List any subsidiaries, parent company, or affiliated companies. Catalyst Machineworks, LLC Digital Automation Solution, LLC Kreatx SHPK HAVAS Group S.A.S. FBD Group SHPK CMTC Drone Solutions, LLC C. Describe the issuers’ principal products or services. The Company introduced products and solutions across multiple industries in 2021 and 2022 beyond the hardened multispectral illuminators Cyberlux had become known for. The Company launched four business units including: Unmanned Aircraft Solutions (UAS): Military-Grade Hardware and Software Guidance System Platform, with Enhanced Infrared Night Vision, Thermal Sensor technology, Eye-in-the-Sky Monitoring, LiDAR Mapping and Perception, and ongoing Strategic Intellectual Property (IP) development with Strategic Partner technology. Unmanned Aircraft Solutions (UAS): Military-Grade Hardware and Software Guidance System Platform, with Enhanced Infrared Night Vision, Thermal Sensor technology, Eye-in-the-Sky Monitoring, LiDAR Mapping and Perception, and ongoing Strategic Intellectual Property (IP) development with Strategic Partner technology. Digital Platform Solutions (DPS): Government and Industry Business Digital Transformation Solutions, Digital Services Management, UAS Guidance System Software, UAS Service Support Software, and Telecommunications, Data Center and Data Analytics Application Solutions, with ongoing technology and Strategic IP development. Infrastructure Technology Solutions (ITS): Infrastructure Hardware capabilities, including Renewable Energy products and projects, Telecommunications Technology, Infrastructure Project Implementation, and ongoing related technology IP development. Advanced Lighting Solutions (ALS): Cyberlux Advanced Infrared and White LED Lighting System Platform used as Solutions across U.S. agencies, and ongoing Strategic IP development with legacy and future Strategic Partner technologies.
claimallegation
Schmidt is CEO/chair, Downing CFO, and Ringo and Goodman directors. The report says directors are not compensated, while the historical shar
Schmidt is CEO/chair, Downing CFO, and Ringo and Goodman directors. The report says directors are not compensated, while the historical share table labels Goodman shares under a board agreement; the agreement is needed to determine whether those descriptions conflict. Carl P. Ranno is securities counsel, Downing the preparer, and Brennan Smith/Flying V Group the IR contact. The financial statements are expressly unaudited; a GAAP checkbox and CPA preparer do not amount to an independent audit opinion.
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development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Name of Officer and Director Position Age Mark D. Schmidt President Chief Executive Officer Director Chairman 58
David Downing Chief Financial Officer, Treasurer Director 73
John W. Ringo Secretary Director Corporate Counsel 78 Aaron Goodman Director 61 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Currently there are four seats on our board of directors. Currently, our Directors are not compensated for their services, and officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. MARK D. SCHMIDT, President, Chief Executive Officer, Director, Mr. Schmidt became our Chief Executive Officer on July 1, 2008. Mr. Schmidt was been our President, Chief Operating Officer and Director since May 2003. From December 1999 until December 2002, Mr. Schmidt was a founder and executive of Home Director, Inc., the
Name of Officer/Director or Control Person
Affiliation with Company (e.g., Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only) Number of shares owned Share type/class
Ownership Percentage of Class Outstanding Note Mark D Schmidt Officer President Chief Executive Officer Director Chairman
Durham, NC 44,000,000 Series B 44.0% Poison-Pill Voting Control Protection
David D Downing Officer CFO Director Marietta, OH 5,300,000 Series B 5.3% Poison-Pill Voting Control Protection John W. Ringo Corporate Counsel Secretary Director Atlanta Georgia 3,515 Common Less than 1% Restricted Common Aaron Goodman Director Waccabuc, NY 70,000,000 Common 1.253% Restricted Common
claimallegation
The issuer identifies AWH and Secure Community litigation filed August 22, 2022 in Richmond against Cyberlux and Schmidt. It alleges the pla
The issuer identifies AWH and Secure Community litigation filed August 22, 2022 in Richmond against Cyberlux and Schmidt. It alleges the plaintiffs did not perform consulting services, states the company refused to remit payment, and reports settlement negotiations. The refusal is the issuer’s own stated adverse fact; nonperformance and claim merits remain contested allegations, and negotiations do not establish settlement.
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7) Legal/Disciplinary History A. 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 thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. A complaint has been filed on 08/22/2022 in the Circuit Court for the city of Richmond, VA. The case is Atlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux Corporation and Mark D. Schmidt. The Company is involved in a contractual dispute regarding licensed BrightEye lighting product intellectual property and the failure of the Plaintiff to perform under a consulting agreement with the Company. The Company refused to remit under the agreement and the lawsuit was filed. The Parties are engaged in settlement negotiations.
claimallegation
Reported 2022 assets are $12,287,009: cash $953,105, receivables $4,937,108, inventory $519,341, other current assets $1,849,229, total curr
Reported 2022 assets are $12,287,009: cash $953,105, receivables $4,937,108, inventory $519,341, other current assets $1,849,229, total current $8,258,783, property/equipment $863,668, patents $8,265 and subsidiary investments $3,156,293. Current liabilities are $5,636,689, related notes $3,384,267, other notes $7,098,993 and deferred revenue $79,342, with long-term liabilities $10,562,602. These are unaudited issuer balances, not verified collectability or available cash equivalents.
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Condensed Consolidated Balance Sheet December 31, 2022 and Fiscal Year Ended December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Assets Current assets: Cash & cash equivalents $ 953,105 $ 3,530,317 Accounts Receivable, Allowance for Doubtful Accounts is $ 0 4,937,108 2,677,300 Inventory 519,341 271,200 Other current assets 1,849,229 1,569,560 Total current assets 8,258,783 8,048,377 Property, plant and equipment, net of accumulated depreciation of $ 92,631 and $ 92,631 respectively 863,668 828,666 Other Assets: Patents, net of accumulated amortization of $ 3,981,064 and $3,974,974 respectively 8,265 - Investment in Subsidiaries 3,156,293 450,000 Total Assets $ 12,287,009 $ 9,327,043 Liabilities and Deficiency in Stockholders' Equity Current liabilities: Accounts payable 2,024,460 2,656,385 Accrued interest 1,974,478 1,376,471 Accrued liabilities 1,637,751 1,706,946 Total current liabilities 5,636,689 5,739,802 Long-term liabilities: Notes payable, related parties 3,384,267 3,044,102 Notes payable, non-related parties 7,098,993 6,199,953 Deferred Revenues 79,342 62,183
claimallegation
Series A $134,900 is expressly outside equity under the note; equity deficiency is $4,047,182. Adding current liabilities $5,636,689, long-t
Series A $134,900 is expressly outside equity under the note; equity deficiency is $4,047,182. Adding current liabilities $5,636,689, long-term liabilities $10,562,602 and separately presented A $134,900, then subtracting the equity deficit, equals $12,287,009. Do not invent a balance-sheet gap by omitting the separately classified A amount.
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Condensed Consolidated Balance Sheet December 31, 2022 and Fiscal Year Ended December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Assets Current assets: Cash & cash equivalents $ 953,105 $ 3,530,317 Accounts Receivable, Allowance for Doubtful Accounts is $ 0 4,937,108 2,677,300 Inventory 519,341 271,200 Other current assets 1,849,229 1,569,560 Total current assets 8,258,783 8,048,377 Property, plant and equipment, net of accumulated depreciation of $ 92,631 and $ 92,631 respectively 863,668 828,666 Other Assets: Patents, net of accumulated amortization of $ 3,981,064 and $3,974,974 respectively 8,265 - Investment in Subsidiaries 3,156,293 450,000 Total Assets $ 12,287,009 $ 9,327,043 Liabilities and Deficiency in Stockholders' Equity Current liabilities: Accounts payable 2,024,460 2,656,385 Accrued interest 1,974,478 1,376,471 Accrued liabilities 1,637,751 1,706,946 Total current liabilities 5,636,689 5,739,802 Long-term liabilities: Notes payable, related parties 3,384,267 3,044,102 Notes payable, non-related parties 7,098,993 6,199,953 Deferred Revenues 79,342 62,183
claimallegation
Reported common outstanding falls from 5,751,417,345 to 5,587,666,363, a decrease of 163,750,982. The 2022 issuance rows add 536,249,018 and
Reported common outstanding falls from 5,751,417,345 to 5,587,666,363, a decrease of 163,750,982. The 2022 issuance rows add 536,249,018 and cancel 700,000,000, exactly explaining that net change. Gross common of 6,707,666,363 less 1,120,000,000 common treasury shares also equals the headline. Authorised common is 7 billion, float 4,097,569,970 and holders of record 299. This arithmetic does not authenticate the transactions.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698,767 and $3,001,720 by offsetting $42,382. The 2022 report does not identify a specific reclassification entry for that pair. A generic reclassification policy is not a transaction-level reconciliation.
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Condensed Consolidated Balance Sheet December 31, 2022 and Fiscal Year Ended December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Assets Current assets: Cash & cash equivalents $ 953,105 $ 3,530,317 Accounts Receivable, Allowance for Doubtful Accounts is $ 0 4,937,108 2,677,300 Inventory 519,341 271,200 Other current assets 1,849,229 1,569,560 Total current assets 8,258,783 8,048,377 Property, plant and equipment, net of accumulated depreciation of $ 92,631 and $ 92,631 respectively 863,668 828,666 Other Assets: Patents, net of accumulated amortization of $ 3,981,064 and $3,974,974 respectively 8,265 - Investment in Subsidiaries 3,156,293 450,000 Total Assets $ 12,287,009 $ 9,327,043 Liabilities and Deficiency in Stockholders' Equity Current liabilities: Accounts payable 2,024,460 2,656,385 Accrued interest 1,974,478 1,376,471 Accrued liabilities 1,637,751 1,706,946 Total current liabilities 5,636,689 5,739,802 Long-term liabilities: Notes payable, related parties 3,384,267 3,044,102 Notes payable, non-related parties 7,098,993 6,199,953 Deferred Revenues 79,342 62,183
claimallegation
Common par carrying value is $6,707,666, while the descriptive balance-sheet line uses net outstanding 5,587,666,363. The treasury carrying
Common par carrying value is $6,707,666, while the descriptive balance-sheet line uses net outstanding 5,587,666,363. The treasury carrying amount is negative $1,149,500. The roll-forward starts with negative 420 million common treasury shares, adds negative 700 million, then shows a positive 29,500 count paired with negative $29,500, ending negative 1,119,970,500. B counts remain 100 million in that table although other disclosures say 70.5 million. Share count, currency units and class attribution need reconciliation; the common headline already reconciles using 1.12 billion common treasury shares.
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Total long-term liabilities 10,562,602 9,306,238 Deficiency Stockholders' equity: Class A Preferred, 26.9806 and 26.9806 shares issued and outstanding as of December 31, 2022 and December 31, 2021 respectively 134,900 134,900 Class B Preferred, 100,000,000 and 100,000,000 shares issued 70,500,000 and 100,000,000 outstanding as of December 31, 2022 and December 31, 2021 respectively 100,000 100,000 Class C Preferred, 150,000 and 150,000 shares issued and 150 150 outstanding as of December 31, 2022 and December 31, 2021 respectively Common stock, $0.001 par value, 7,000,000,000 shares 6,707,666 6,171,417 authorized, 5,587,666,363 and 5,751,417,345 shares issued and outstanding as of December 31, 2022 and December 31, 2021 respectively. Treasury Stock (1,149,500) (420,000) Additional paid-in capital 18,596,383 16,974,089 Accumulated deficit (28,301,881) (28,679,553) Deficiency in stockholders' equity (4,047,182) (5,853,897) Total liabilities and (deficiency) in stockholders' equity $ 12,287,009 $ 9,327,043 The accompanying notes are an integral part of these financial statements.
Reported 2022 revenue $27,671,415 less cost $11,207,551 gives gross margin $16,463,864. Marketing $199,105, research/development $5,041,295 and general/administrative $10,531,883 total $15,772,283; operating income is $691,581. Interest expense $661,700, treasury gain $700,000 and other income $1,679 yield pretax $731,560, tax $353,886 and net $377,674. The arithmetic reconciles, but it does not validate recognition or the underlying transactions.
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Condensed Statements of Consolidated Operations December 31, 2022 and December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Revenue $ 27,671,415 $ 8,107,594 Cost of goods sold (11,207,551) (2,775,206) Gross margin (loss)
16,463,864
5,332,388 Operating Expenses: Marketing and advertising 199,105 129,328 Depreciation and amortization - - Research and development 5,041,295 177,728 General and administrative expenses 10,531,883 2,515,173 Total operating expenses 15,772,283 2,822,229 Income from operations 691,581 2,510,159 Other income/(expense) Gain/(Loss) on sale of fixed assets - - Interest income - - Interest expense (661,700) (391,816) Gain on Stock Returned to Treasury 700,000 Other Income 1,679 740 Net income/(loss) before provision for income taxes and preferred dividend 731,560 2,119,083 Income taxes (benefit) 353,886 218,317 Net income/(loss) available to common stockholders $ 377,674 $ 1,900,766 Weighted average number of common shares outstanding, basic 5,474,182,741 4,900,422,361 Loss per share - basic and fully diluted 0.00 0.00
claimallegation
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses $2,822,229, also each $2 above that report. This report’s research note still gives 2021 research $177,726. These exact variants are preserved rather than a single amount silently selected.
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Condensed Statements of Consolidated Operations December 31, 2022 and December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Revenue $ 27,671,415 $ 8,107,594 Cost of goods sold (11,207,551) (2,775,206) Gross margin (loss)
16,463,864
5,332,388 Operating Expenses: Marketing and advertising 199,105 129,328 Depreciation and amortization - - Research and development 5,041,295 177,728 General and administrative expenses 10,531,883 2,515,173 Total operating expenses 15,772,283 2,822,229 Income from operations 691,581 2,510,159 Other income/(expense) Gain/(Loss) on sale of fixed assets - - Interest income - - Interest expense (661,700) (391,816) Gain on Stock Returned to Treasury 700,000 Other Income 1,679 740 Net income/(loss) before provision for income taxes and preferred dividend 731,560 2,119,083 Income taxes (benefit) 353,886 218,317 Net income/(loss) available to common stockholders $ 377,674 $ 1,900,766 Weighted average number of common shares outstanding, basic 5,474,182,741 4,900,422,361 Loss per share - basic and fully diluted 0.00 0.00
claimallegation
Cash flow reports operations negative $2,495,898, investing negative $2,749,560 and financing positive $2,668,246, net cash decline $2,577,2
Cash flow reports operations negative $2,495,898, investing negative $2,749,560 and financing positive $2,668,246, net cash decline $2,577,212 from $3,530,317 to $953,105. Operations includes receivables negative $2,259,808, inventory negative $248,141, other current assets negative $279,669, payables negative $631,925, accrued liabilities positive $528,812 and other liabilities positive $17,159. The displayed operating subtotal equals the sum of its listed components, and the three displayed categories reconcile to the cash change.
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Condensed Consolidated Statement of Cash Flow December 31, 2022 and December 31, 2021 Year Ended Decmber 31 2,022 2,021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) available to common stockholders 377,674 1,900,766 Adjustments to reconcile net income (loss) Depreciation - - Common stock issued in settlement of debt - 62,637 Accounts receivable (2,259,808) (2,677,300) Inventories (248,141) (192,362) Prepaid expenses and other assets (279,669) (1,569,561) Accounts payable (631,925) 1,574,423 Accrued liabilities 528,812 (556,332) Other liabilities 17,159 62,183 Net cash (used in) operating activities (2,495,898) (1,395,546) Investment in property, plant & equipment (35,002) (828,866) Investment in subsidiaries (2,706,293) (450,000) Investment in new patents (8,265) - CASH FLOWS FROM INVESTING ACTIVITIES (2,749,560) (1,278,866) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock in exchange for services 278,772 96,000 Proceeds from the sale of common stock for working capital 534,000 514,880 Proceeds from the sale of common stock for investment in subsidiaries 1,020,000 200,000 Proceeds from the sale of common stock for Incentive Targets 325,770 219,220 Net proceeds (payments) from borrowing on a long-term basis 899,039 4,021,599 Net proceeds (payments) from notes payable, related parties 340,165 (196,042) Gain on Acquisitions 1,735,872 Net proceeds (payments) from preferred B conversion 33,000 Common Stock returned to the treasury (729,500) (420,000) Net cash provided by financing activities 2,668,246 6,204,529 Net increase/(decrease) in cash and cash equivalents (2,577,212) 3,530,317 Cash and cash equivalents at beginning of period 3,530,317 - Cash and cash equivalents at end of period 953,105 3,530,317 Supplemental disclosures Interest Paid $ - $ - Income taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES:
claimallegation
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, wor
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, working capital $534,000, subsidiaries $1,020,000 and incentive targets $325,770, borrowings $899,039, related notes $340,165 and treasury returns negative $729,500. Interest paid and income taxes paid are zero. These cash-flow labels require bank and non-cash transaction schedules; the operating reconciliation does not explicitly reverse the $700,000 treasury gain.
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Condensed Consolidated Statement of Cash Flow December 31, 2022 and December 31, 2021 Year Ended Decmber 31 2,022 2,021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) available to common stockholders 377,674 1,900,766 Adjustments to reconcile net income (loss) Depreciation - - Common stock issued in settlement of debt - 62,637 Accounts receivable (2,259,808) (2,677,300) Inventories (248,141) (192,362) Prepaid expenses and other assets (279,669) (1,569,561) Accounts payable (631,925) 1,574,423 Accrued liabilities 528,812 (556,332) Other liabilities 17,159 62,183 Net cash (used in) operating activities (2,495,898) (1,395,546) Investment in property, plant & equipment (35,002) (828,866) Investment in subsidiaries (2,706,293) (450,000) Investment in new patents (8,265) - CASH FLOWS FROM INVESTING ACTIVITIES (2,749,560) (1,278,866) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock in exchange for services 278,772 96,000 Proceeds from the sale of common stock for working capital 534,000 514,880 Proceeds from the sale of common stock for investment in subsidiaries 1,020,000 200,000 Proceeds from the sale of common stock for Incentive Targets 325,770 219,220 Net proceeds (payments) from borrowing on a long-term basis 899,039 4,021,599 Net proceeds (payments) from notes payable, related parties 340,165 (196,042) Gain on Acquisitions 1,735,872 Net proceeds (payments) from preferred B conversion 33,000 Common Stock returned to the treasury (729,500) (420,000) Net cash provided by financing activities 2,668,246 6,204,529 Net increase/(decrease) in cash and cash equivalents (2,577,212) 3,530,317 Cash and cash equivalents at beginning of period 3,530,317 - Cash and cash equivalents at end of period 953,105 3,530,317 Supplemental disclosures Interest Paid $ - $ - Income taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES:
claimallegation
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.
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Condensed Consolidated Statement of Cash Flow December 31, 2022 and December 31, 2021 Year Ended Decmber 31 2,022 2,021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) available to common stockholders 377,674 1,900,766 Adjustments to reconcile net income (loss) Depreciation - - Common stock issued in settlement of debt - 62,637 Accounts receivable (2,259,808) (2,677,300) Inventories (248,141) (192,362) Prepaid expenses and other assets (279,669) (1,569,561) Accounts payable (631,925) 1,574,423 Accrued liabilities 528,812 (556,332) Other liabilities 17,159 62,183 Net cash (used in) operating activities (2,495,898) (1,395,546) Investment in property, plant & equipment (35,002) (828,866) Investment in subsidiaries (2,706,293) (450,000) Investment in new patents (8,265) - CASH FLOWS FROM INVESTING ACTIVITIES (2,749,560) (1,278,866) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock in exchange for services 278,772 96,000 Proceeds from the sale of common stock for working capital 534,000 514,880 Proceeds from the sale of common stock for investment in subsidiaries 1,020,000 200,000 Proceeds from the sale of common stock for Incentive Targets 325,770 219,220 Net proceeds (payments) from borrowing on a long-term basis 899,039 4,021,599 Net proceeds (payments) from notes payable, related parties 340,165 (196,042) Gain on Acquisitions 1,735,872 Net proceeds (payments) from preferred B conversion 33,000 Common Stock returned to the treasury (729,500) (420,000) Net cash provided by financing activities 2,668,246 6,204,529 Net increase/(decrease) in cash and cash equivalents (2,577,212) 3,530,317 Cash and cash equivalents at beginning of period 3,530,317 - Cash and cash equivalents at end of period 953,105 3,530,317 Supplemental disclosures Interest Paid $ - $ - Income taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES:
claimallegation
The equity table reports quarterly results $1,243,246, $2,987,270, negative $2,378,636 and negative $1,474,207, summing to $377,673, $1 belo
The equity table reports quarterly results $1,243,246, $2,987,270, negative $2,378,636 and negative $1,474,207, summing to $377,673, $1 below the operations statement. Opening gross common is 6,171,417,344, one below the separate headline bridge; the final balance is captioned December 31, 2021 under a 2022-period heading. Final deficit $28,301,880 and equity negative $4,047,181 each differ by $1 from the balance sheet. Printed dates and values remain source variants.
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Statement of Changes In Stockholders Equity For The Period Ended December 31, 2022 Class B Class C Additional Preferred Stock Preferred Stock Common Stock Treasury Stock Paid-In Accumulated Shares Amount Shares Amount Shares Amount Stock Amount Capital Deficit Total Balance December 31, 2021 100,000,000 100,000 150,000 150 6,171,417,344 6,171,417 (420,000,000) (420,000) 16,974,089 (28,679,553) (5,853,897) Stock issued for acquisitions 20,000,000 20,000 20,000 Stoch Issued on Incentive Based Programs 63,333,333 63,333 242,437 305,770 Stock Issued for Services 7,882,353 7,883 7,883 Net Income/ (Loss) 1,243,246 1,243,246 Balance March 31, 2022 100,000,000 100,000 150,000 150 6,262,633,030 6,262,633 (420,000,000) (420,000) 17,216,526 (27,436,307) (4,276,998) Stock Issued for Services 20,833,333 20,833 57 20,890 Stock returned to Treasury (700,000,000) (700,000) (700,000) Net Income/ (Loss) 2,987,270 2,987,270 Balance June 30, 2022 100,000,000 100,000 150,000 150 6,283,466,363 6,283,466 (1,120,000,000) (1,120,000) 17,216,583 (24,449,037) (1,968,838) Stock issued for acquisitions 20,000,000 20,000 980,000 1,000,000 Stock Issued for Services 200,000,000 200,000 200,000 Net Income/ (Loss) (2,378,636) (2,378,636) Balance September 30, 2022 100,000,000 100,000 150,000 150 6,503,466,363 6,503,466 (1,120,000,000) (1,120,000) 18,196,583 (26,827,673) (3,147,474) Stock Issued for Working Capital 134,200,000 134,200 399,800 534,000 Stock Issued for Services 50,000,000 50,000 50,000 Stoch Issued on Incentive Based Programs 20,000,000 20,000 20,000 Stock returned to Treasury 29,500 (29,500) (29,500) Net Income/ (Loss) (1,474,207) (1,474,207) Balance December 31, 2021 100,000,000 100,000 150,000 150 6,707,666,363 6,707,666 (1,119,970,500) (1,149,500) 18,596,383 (28,301,880) (4,047,181)
claimallegation
The accounting notes attribute revenue policy to ASC 605 and say no deferred revenue for 2021 and 2020, despite this report’s 2021 balance-s
The accounting notes attribute revenue policy to ASC 605 and say no deferred revenue for 2021 and 2020, despite this report’s 2021 balance-sheet comparative $62,183. The stale sentence is not a direct claim of no 2022 deferred revenue. Inventory is $62,093 parts plus $457,248 finished goods, with no allowance; depreciation is stated zero. Four operating units and a single accounting segment are not automatically contradictory. Policy descriptions are not certified compliance with current standards.
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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 generated 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, 2022, the Company has accumulated losses of $28,301,880. 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 revenue in accordance with FASB Accounting Standards Codification 605, "REVENUE RECOGNITION SEC STAFF ACCOUNTING BULLETIN TOPIC 13”. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. At December 31, 2021 and December 31, 2020, the Company did not have any deferred revenue. ASC 605 incorporates Accounting Standards Codification 605-25, REVENUE REGOGNITION MULTIPLE-ELEMENT ARRANGEMENTS. ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company’s financial position and results of operations was not significant. Cash and cash equivalents For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Foreign Currency Translation The Company translates the foreign currency financial statements in accordance with the requirements of Accounting Standards Codification 830, "Foreign Currency Matters." Assets and liabilities are translated at current exchange rates, and related revenue and expenses are translated at average exchange rates in effect during the period. Resulting translation adjustments are recorded as a separate component in stockholders' equity. Foreign currency translation gains and losses are included in the statement of operations.
claimallegation
The balance sheet and cash flow recognise $8,265 in new patents, while the patent note shows fully amortised legacy cost $3,974,974 and zero
The balance sheet and cash flow recognise $8,265 in new patents, while the patent note shows fully amortised legacy cost $3,974,974 and zero net legacy value. A legacy-only table does not by itself disprove the new asset, but the note does not clearly reconcile the new asset or accumulated amortisation $3,981,064 on the balance sheet. The difference in accumulated amortisation is $6,090 despite zero stated depreciation/amortisation expense.
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Condensed Consolidated Balance Sheet December 31, 2022 and Fiscal Year Ended December 31, 2021 (Unaudited) December 31, 2022 December 31, 2021 Assets Current assets: Cash & cash equivalents $ 953,105 $ 3,530,317 Accounts Receivable, Allowance for Doubtful Accounts is $ 0 4,937,108 2,677,300 Inventory 519,341 271,200 Other current assets 1,849,229 1,569,560 Total current assets 8,258,783 8,048,377 Property, plant and equipment, net of accumulated depreciation of $ 92,631 and $ 92,631 respectively 863,668 828,666 Other Assets: Patents, net of accumulated amortization of $ 3,981,064 and $3,974,974 respectively 8,265 - Investment in Subsidiaries 3,156,293 450,000 Total Assets $ 12,287,009 $ 9,327,043 Liabilities and Deficiency in Stockholders' Equity Current liabilities: Accounts payable 2,024,460 2,656,385 Accrued interest 1,974,478 1,376,471 Accrued liabilities 1,637,751 1,706,946 Total current liabilities 5,636,689 5,739,802 Long-term liabilities: Notes payable, related parties 3,384,267 3,044,102 Notes payable, non-related parties 7,098,993 6,199,953 Deferred Revenues 79,342 62,183
claimallegation
Series A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and N
Series A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.
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2) Security Information 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 Publicly Quoted or Traded Securities: The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted. Trading symbol: CYBL Exact title and class of securities outstanding: Common CUSIP: 23247M205 Par or stated value: $0.001 Total shares authorized: 7,000,000,000 as of: December 31, 2022 Total shares outstanding: 5,587,666,363 as of: December 31, 2022 Number of shares in the Public Float2 4,097,569,970 as of: December 31, 2022 Total number of shareholders of record: 299 as of: December 31, 2022 All additional class(es) of publicly quoted or traded securities (if any): None Other classes of authorized or outstanding equity securities: The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g., preferred shares). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities. Exact title and class of securities outstanding: Preferred Series A CUSIP: None Par or stated value: $0.001 Total shares authorized: 2000 as of: December 31, 2022 Total shares outstanding: 26.9806 as of: December 31, 2022 Total number of shareholders of record: 8 as of: December 31, 2022 2 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
claimallegation
The liquidity note gives operating income $691,580 versus $691,581 in the statement and a current surplus $2,622,095 versus $8,258,783 less
The liquidity note gives operating income $691,580 versus $691,581 in the statement and a current surplus $2,622,095 versus $8,258,783 less $5,636,689 equalling $2,622,094. The payable/accrual note totals $5,636,688 versus balance-sheet current liabilities $5,636,689. These $1 differences are preserved and distinguished from larger unresolved accounting and share-class issues.
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As of December 31, 2022, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $28,301,880, expiring and different stages through the year 2040, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. Non-current: Net operating loss carry forward $ $28,301,880 Valuation allowance $ ($28,301,880) Net deferred tax asset $ — Patents The Company acquired in December 2006, for $2,294,000, and January 2007, for $1,387,000, patents in conjunction with the acquisitions of SPE Technologies, Inc. and Hybrid Lighting Technologies, Inc., respectively. The patents have an estimated useful life of 7 years. Accordingly, the Company recorded an amortization charge to current period earnings of $-0- and $-0- for the years ended December 31, 2022 and 2021, respectively. Description Cost Accumulated amortization and impairments
Net carrying value at December 31, 2022
Development costs $ 293,750 $ 293,750 $ -0- Patents 2,294,224 2,294,224 -0- Patents 1,387,000 1,387,000 -0- Total $ 3,974,974 $ 3,974,974 $ -0- Comprehensive Income (Loss) The Company adopted Accounting Standards Codification 220 "Comprehensive Income”. ASC 220 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. Liquidity As shown in the accompanying consolidated financial statements, the Company realized net income from operations of $691,580 for the year ended December 31, 2022. The Company's current assets exceeded its current liabilities by $2,622,095 as of December 31, 2022.
claimallegation
The issuer reports loss carryforwards $28,301,880 with full valuation reserve and no recognised net deferred tax asset, subject to ownership
The issuer reports loss carryforwards $28,301,880 with full valuation reserve and no recognised net deferred tax asset, subject to ownership-change limitations. It describes conditional preferred dividend rights, reports B accumulated dividends $1,580,000 and repeats a historical Downing B conversion/reissue story without a complete 2022 29.5 million B reduction schedule. Neither loss carryforwards nor contingent dividend descriptions establish a presently realisable benefit or adjudicated liability.
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As of December 31, 2022, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $28,301,880, expiring and different stages through the year 2040, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. Non-current: Net operating loss carry forward $ $28,301,880 Valuation allowance $ ($28,301,880) Net deferred tax asset $ — Patents The Company acquired in December 2006, for $2,294,000, and January 2007, for $1,387,000, patents in conjunction with the acquisitions of SPE Technologies, Inc. and Hybrid Lighting Technologies, Inc., respectively. The patents have an estimated useful life of 7 years. Accordingly, the Company recorded an amortization charge to current period earnings of $-0- and $-0- for the years ended December 31, 2022 and 2021, respectively. Description Cost Accumulated amortization and impairments
Net carrying value at December 31, 2022
Development costs $ 293,750 $ 293,750 $ -0- Patents 2,294,224 2,294,224 -0- Patents 1,387,000 1,387,000 -0- Total $ 3,974,974 $ 3,974,974 $ -0- Comprehensive Income (Loss) The Company adopted Accounting Standards Codification 220 "Comprehensive Income”. ASC 220 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. Liquidity As shown in the accompanying consolidated financial statements, the Company realized net income from operations of $691,580 for the year ended December 31, 2022. The Company's current assets exceeded its current liabilities by $2,622,095 as of December 31, 2022.
claimallegation
Officer/director notes list Downing principal $1,243,156 and interest $286,403, Schmidt $820,288 and $248,288, Ringo $405,361 and $276,841,
Officer/director notes list Downing principal $1,243,156 and interest $286,403, Schmidt $820,288 and $248,288, Ringo $405,361 and $276,841, each at 10%; totals are $2,468,805 and $811,532. Other notes are $915,462 plus $497,133 interest at 10%. The general note describes 8–12% terms. These are issuer balances and accrued-interest representations, not proof of payment, complete agreements or present enforceability.
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In December 2006, the Company issued 100,000 shares of its Series C Preferred stock in conjunction with the acquisition of SPE Technologies, Inc. The shares of the Series C Preferred are non-voting and convertible, at the option of the holder, into common shares one year from issuance. The number of common shares to be issued per Series C share is adjusted based on the average closing bid price of the previous ten days prior to the date of conversion based on divided into $25.20 The shares issued were valued at $25.20 per share, which represented 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, 2022 $-0- in dividends were accumulated. Common stock The Company has authorized 7,000,000,000 shares of common stock, with a par value of $.001 per share. 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, 2022 and December 31, 2021, the Company has 5,587,666,363 and 5,751,417,345 shares outstanding, respectively. NOTE E - RELATED PARTY TRANSACTIONS From time to time, the Company's principal officers have advanced funds to the Company for working capital purposes in the form of unsecured promissory notes, accruing interest at 8% to 12% per annum. Loans from Officers Officer Principal Due Interest Rate Accrued Interest at 12/31/22 David Downing $1,243,156 10% $286,403 Mark Schmidt $820,288 10% $248,288 John Ringo $405,361 10% $276,841 $2,468,805 $811,532 All Others Principal Due Interest Rate Accrued Interest at 12/31/22 All Others $915,462 10% $497,133
claimallegation
The issuer reports no enumerated disciplinary matters, describes 2023 growth and liquidity expectations with no assurance, and states no sig
The issuer reports no enumerated disciplinary matters, describes 2023 growth and liquidity expectations with no assurance, and states no significant subsequent events. Those are dated issuer representations with an imperfectly printed CFO certification date; they do not establish current litigation, solvency, performance or absence of later events.
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7) Legal/Disciplinary History A. 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 thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. A complaint has been filed on 08/22/2022 in the Circuit Court for the city of Richmond, VA. The case is Atlantic Wave Holdings, LLC and Secure Community LLC v. Cyberlux Corporation and Mark D. Schmidt. The Company is involved in a contractual dispute regarding licensed BrightEye lighting product intellectual property and the failure of the Plaintiff to perform under a consulting agreement with the Company. The Company refused to remit under the agreement and the lawsuit was filed. The Parties are engaged in settlement negotiations.
claimallegation
The report describes A conversion at 250 common, protective consent and $5,000 liquidation rights, and B conversion/voting at 200 common per
The report describes A conversion at 250 common, protective consent and $5,000 liquidation rights, and B conversion/voting at 200 common per share. The front B summary imports A dividend/liquidation rights, whereas the note describes $1 face/liquidation terms. Series C is 150,000 authorised/outstanding with two holders, a 5% dividend on $25 face and no general voting rights. Original designations are needed to resolve source wording; this disclosure is not independently verified operative law.
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Exact title and class of securities outstanding: Preferred Series B CUSIP: None Par or stated value: $0.001 Total shares authorized: 100,000,000 as of: December 31, 2022 Total shares outstanding: 70,500,000 as of: December 31, 2022 Total number of shareholders of record: 3 as of: December 31, 2022 Exact title and class of securities outstanding: Preferred Series C CUSIP: None Par or stated value: $0.001 Total shares authorized: 150,000 as of: December 31, 2022 Total shares outstanding: 150,000 as of: December 31, 2022 Total number of shareholders of record: 2 as of: December 31, 2022 Security Description: The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable: 1. For common equity, describe any dividend, voting and preemption rights. No special rights attach to the Common Stock. 2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions. Series A Preferred Stock: Dividends on issued and outstanding shares of the Series A Preferred shall be payable quarterly in arrears if declared by the Board of Directors on a semi-annual basis. Dividends will be paid in Common Stock. The holders of the Series A Preferred shall have the right to vote on any of the following matters: (i) the creation, authorization, or issuance of any class or series of shares ranking on a parity with or senior to the Series A Preferred with respect to dividends or upon the liquidation, dissolution, or winding up of the Corporation, and (ii) any agreement or other corporate action which would adversely affect the powers, rights, or preferences of the holders of the Series A Preferred. Series A Preferred conversion rights exchanges 1 share of Series A Preferred for 250 shares of the Company’s common stock. The stated conversion price of $.10 per shares is subject to certain anti-dilution provisions in the event the Company issues shares of its common stock or common stock equivalents below the stated conversion price. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after payment of any senior liquidation preferences of any series of Preferred Stock and before any distribution or payment is made with respect to any Common Stock, holders of each share of the Series A Preferred shall be entitled to be paid an amount equal in the greater of (a) the face value denominated thereon subject to adjustment for stock splits, stock dividends, reorganizations, reclassification or other similar events (the "Adjusted Face Value") plus, in the case of each share, an amount equal to all dividends accrued or declared but unpaid thereon, computed to the date
claimallegation
The 2022 issuance list reports December 27 awards to Cameron Holt 10 million, Martin Moore 10 million and Robert Bret Velicovich 10 million
The 2022 issuance list reports December 27 awards to Cameron Holt 10 million, Martin Moore 10 million and Robert Bret Velicovich 10 million for advisory services and Michael N. Porter 20 million for employment, each at $0.001. It reports December 22 Aaron Goodman 20 million at $0.0025 as a stock purchase. These are issuer labels, not independently evidenced consideration or performance.
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Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 01/01/2020 Common: 4,481,275,578 Preferred: A: 26.9806 B: 100,000,000 C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exemption or Registration Type.
12/27/2022 New 10,000,000 Common 0.001 Yes Cameron Holt Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 20,000,000 Common 0.001 Yes Michael N. Porter Employment Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Martin Moore Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Robert Bret Velicovich Advisory Board Agreement Terms Restricted 4(a)(2)
12/22/2022 New 20,000,000 Common 0.0025 Yes Aaron Goodman Stock Purchase Agreement Restricted 4(a)(2) 12/06/2022 New 62,500,000 Common 0.0016 Yes Roman Investments PR, LLC Debt Purchase Agreement Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood Theater, LLC Stock Purchase Agreement Restricted 4(a)(2) 08/15/2022 New 200,000,000 Common 0.00125 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2)
claimallegation
The issuer lists Roman Investments PR LLC: December 6, 62.5 million at $0.0016 for debt purchase, unrestricted; November 22, 41.7 million at
The issuer lists Roman Investments PR LLC: December 6, 62.5 million at $0.0016 for debt purchase, unrestricted; November 22, 41.7 million at $0.012 for stock purchase, restricted; November 8, 15 million at $0.0025, restricted. Rosewood Theater LLC is also listed November 8 for 15 million at $0.0025, restricted. RB Capital is listed August 15 for 200 million at $0.00125, debt purchase, unrestricted. Preserve these distinct recipient/date/price/purpose combinations.
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Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 01/01/2020 Common: 4,481,275,578 Preferred: A: 26.9806 B: 100,000,000 C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exemption or Registration Type.
12/27/2022 New 10,000,000 Common 0.001 Yes Cameron Holt Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 20,000,000 Common 0.001 Yes Michael N. Porter Employment Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Martin Moore Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Robert Bret Velicovich Advisory Board Agreement Terms Restricted 4(a)(2)
12/22/2022 New 20,000,000 Common 0.0025 Yes Aaron Goodman Stock Purchase Agreement Restricted 4(a)(2) 12/06/2022 New 62,500,000 Common 0.0016 Yes Roman Investments PR, LLC Debt Purchase Agreement Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood Theater, LLC Stock Purchase Agreement Restricted 4(a)(2) 08/15/2022 New 200,000,000 Common 0.00125 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2)
claimallegation
July 15 acquisition rows give Catalyst/Phillip Tucker and Catalyst/Neill Whiteley 10 million each at $0.05. May 5 Matt Rivett receives 20,83
July 15 acquisition rows give Catalyst/Phillip Tucker and Catalyst/Neill Whiteley 10 million each at $0.05. May 5 Matt Rivett receives 20,833,333 at $0.0012, with a June 14, 2021 basis note. March 18 Anthony Gonzalez receives 2 million at $0.001 for sales-representative services; March 16 North Equities USA LTD/Ernest Chuang receives 5,882,353 at $0.01 for PR. January 7 Priyanka Saxena, William Ferrell, Salahuddin Siddiq and Clay DeNicola each receive 20,833,333 at $0.0012. Agreement and register evidence remain separate.
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Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 01/01/2020 Common: 4,481,275,578 Preferred: A: 26.9806 B: 100,000,000 C: 150,000
*Right-click the rows below and select “Insert” to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exemption or Registration Type.
12/27/2022 New 10,000,000 Common 0.001 Yes Cameron Holt Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 20,000,000 Common 0.001 Yes Michael N. Porter Employment Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Martin Moore Advisory Board Agreement Terms Restricted 4(a)(2)
12/27/2022 New 10,000,000 Common 0.001 Yes Robert Bret Velicovich Advisory Board Agreement Terms Restricted 4(a)(2)
12/22/2022 New 20,000,000 Common 0.0025 Yes Aaron Goodman Stock Purchase Agreement Restricted 4(a)(2) 12/06/2022 New 62,500,000 Common 0.0016 Yes Roman Investments PR, LLC Debt Purchase Agreement Unrestricted 4(a)(2)
11/22/2022 New 41,700,000 Common 0.012 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Roman Investments PR, LLC Stock Purchase Agreement Restricted 4(a)(2)
11/08/2022 New 15,000,000 Common 0.0025 Yes Rosewood Theater, LLC Stock Purchase Agreement Restricted 4(a)(2) 08/15/2022 New 200,000,000 Common 0.00125 No RB Capital Partners, Inc. Debt Purchase Agreement Unrestricted 4(a)(2)
claimallegation
The May 4 row cancels 700 million Critical Flow Capital LLC/Brian Kraman shares across four certificates. The issuer says they were issued i
The May 4 row cancels 700 million Critical Flow Capital LLC/Brian Kraman shares across four certificates. The issuer says they were issued in error for unfulfilled 2014 financing and describes a transfer-agent consent process. The income statement separately recognises a $700,000 gain on stock returned to treasury; financing cash flow includes a $729,500 treasury outflow. The disclosure does not by itself explain the accounting entries, cash movement or legal efficacy of the cancellation.
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07/15/2022 New 10,000,000 Common 0.05 No Catalyst Machineworks / Phillip Tucker Acquisition Agreement Restricted 4(a)(2)
07/15/2022 New 10,000,000 Common 0.05 No Catalyst Machineworks / Neill Whiteley Acquisition Agreement Restricted 4(a)(2)
05/05/2022 (06/14/2021 basis) New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase Agreement Restricted 4(a)(2)
5/04/2022 Cancellation -700,000,000 Common 0.001 Yes 4 Certificates Cancelled For: (700,000,000) Critical Flow Capital, LLC Brian Kraman
Shares Issued in Error from an unfulfilled financial transaction from 2014. The 700M restricted common stock shares required Management to complete complex process of legally fulfilling the consent and compliance process required by its transfer agent and the representatives of the prior shareholder to remove these shares from the Outstanding Share level.
Restricted 4(a)(2)
3/18/2022 New 2,000,000 Common $0.001 Yes Anthony Gonzalez Sales Representation Agreement Terms
Restricted 4(a)(2)
3/16/2022 New 5,882,353 Common $0.01 Yes North Equities USA LTD Ernest Chuang Public Relations Services Terms Restricted 4(a)(2)
01/07/2022 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes Salahuddin Siddiq Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase Agreement Restricted 4(a)(2) 12/28/2021 New 50,000,000 Common 0.001 Yes Aaron Goodman Board of Directors Agreement Terms
Restricted 4(a)(2)
claimallegation
The historical issuance table includes December 28, 2021 Goodman 50 million under a board agreement, Brennan Smith 2 million for PR on Decem
The historical issuance table includes December 28, 2021 Goodman 50 million under a board agreement, Brennan Smith 2 million for PR on December 27, and two RB Capital 125 million debt-purchase rows on October 21 and November 10. November 9 Rock Bay Partners/debt settlement Fulcrum Advisors/Alston Gardner is 27,637,500 at $0.022; November 3 Montague Capital is 200 million at $0.001. Schmidt and Downing each return 210 million on October 25. These printed dates and purposes must remain visible for comparison with the separate 2021 report.
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07/15/2022 New 10,000,000 Common 0.05 No Catalyst Machineworks / Phillip Tucker Acquisition Agreement Restricted 4(a)(2)
07/15/2022 New 10,000,000 Common 0.05 No Catalyst Machineworks / Neill Whiteley Acquisition Agreement Restricted 4(a)(2)
05/05/2022 (06/14/2021 basis) New 20,833,333 Common 0.0012 Yes Matt Rivett Stock Purchase Agreement Restricted 4(a)(2)
5/04/2022 Cancellation -700,000,000 Common 0.001 Yes 4 Certificates Cancelled For: (700,000,000) Critical Flow Capital, LLC Brian Kraman
Shares Issued in Error from an unfulfilled financial transaction from 2014. The 700M restricted common stock shares required Management to complete complex process of legally fulfilling the consent and compliance process required by its transfer agent and the representatives of the prior shareholder to remove these shares from the Outstanding Share level.
Restricted 4(a)(2)
3/18/2022 New 2,000,000 Common $0.001 Yes Anthony Gonzalez Sales Representation Agreement Terms
Restricted 4(a)(2)
3/16/2022 New 5,882,353 Common $0.01 Yes North Equities USA LTD Ernest Chuang Public Relations Services Terms Restricted 4(a)(2)
01/07/2022 New 20,833,333 Common 0.0012 Yes Priyanka Saxena Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes William Ferrell Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes Salahuddin Siddiq Stock Purchase Agreement Restricted 4(a)(2) 01/07/2022 New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase Agreement Restricted 4(a)(2) 12/28/2021 New 50,000,000 Common 0.001 Yes Aaron Goodman Board of Directors Agreement Terms
Restricted 4(a)(2)
entityobservation
Cyberlux Corporation
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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
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10) Issuer Certification Principal Executive Officer: I, Mark D. Schmidt certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/2023 /s/ Mark D. Schmidt Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/20/23 /s/ David Downing
entityobservation
David Downing
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10) Issuer Certification Principal Executive Officer: I, Mark D. Schmidt certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/2023 /s/ Mark D. Schmidt Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/20/23 /s/ David Downing
entityobservation
John W. Ringo
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development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Name of Officer and Director Position Age Mark D. Schmidt President Chief Executive Officer Director Chairman 58
David Downing Chief Financial Officer, Treasurer Director 73
John W. Ringo Secretary Director Corporate Counsel 78 Aaron Goodman Director 61 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Currently there are four seats on our board of directors. Currently, our Directors are not compensated for their services, and officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. MARK D. SCHMIDT, President, Chief Executive Officer, Director, Mr. Schmidt became our Chief Executive Officer on July 1, 2008. Mr. Schmidt was been our President, Chief Operating Officer and Director since May 2003. From December 1999 until December 2002, Mr. Schmidt was a founder and executive of Home Director, Inc., the
Name of Officer/Director or Control Person
Affiliation with Company (e.g., Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only) Number of shares owned Share type/class
Ownership Percentage of Class Outstanding Note Mark D Schmidt Officer President Chief Executive Officer Director Chairman
Durham, NC 44,000,000 Series B 44.0% Poison-Pill Voting Control Protection
David D Downing Officer CFO Director Marietta, OH 5,300,000 Series B 5.3% Poison-Pill Voting Control Protection John W. Ringo Corporate Counsel Secretary Director Atlanta Georgia 3,515 Common Less than 1% Restricted Common Aaron Goodman Director Waccabuc, NY 70,000,000 Common 1.253% Restricted Common
entityobservation
Aaron Goodman
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development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Name of Officer and Director Position Age Mark D. Schmidt President Chief Executive Officer Director Chairman 58
David Downing Chief Financial Officer, Treasurer Director 73
John W. Ringo Secretary Director Corporate Counsel 78 Aaron Goodman Director 61 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Currently there are four seats on our board of directors. Currently, our Directors are not compensated for their services, and officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. MARK D. SCHMIDT, President, Chief Executive Officer, Director, Mr. Schmidt became our Chief Executive Officer on July 1, 2008. Mr. Schmidt was been our President, Chief Operating Officer and Director since May 2003. From December 1999 until December 2002, Mr. Schmidt was a founder and executive of Home Director, Inc., the
Name of Officer/Director or Control Person
Affiliation with Company (e.g., Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only) Number of shares owned Share type/class
Ownership Percentage of Class Outstanding Note Mark D Schmidt Officer President Chief Executive Officer Director Chairman
Durham, NC 44,000,000 Series B 44.0% Poison-Pill Voting Control Protection
David D Downing Officer CFO Director Marietta, OH 5,300,000 Series B 5.3% Poison-Pill Voting Control Protection John W. Ringo Corporate Counsel Secretary Director Atlanta Georgia 3,515 Common Less than 1% Restricted Common Aaron Goodman Director Waccabuc, NY 70,000,000 Common 1.253% Restricted Common
eventattribution
Annual disclosure reporting period ends December 31, 2022.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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 certification is printed March 24, 2023; CFO separately has a malformed date.
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10) Issuer Certification Principal Executive Officer: I, Mark D. Schmidt certify that: 1. I have reviewed this Disclosure Statement, for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/2023 /s/ Mark D. Schmidt Principal Financial Officer: I, David Downing certify that: 1. I have reviewed this Disclosure Statement for Cyberlux Corporation.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 3/24/20/23 /s/ David Downing
hypothesishypothesis
A possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassificat
A possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
hypothesishypothesis
Some financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An altern
Some financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An alternative is real cash flows with undisclosed netting or supporting adjustments. Test against bank statements, treasury cancellation entries, equity consideration and a complete indirect cash-flow reconciliation before accepting either account.
inferenceinference
The 2022 net common-share movement and gross-to-net bridge reconcile arithmetically. That resolution does not resolve inconsistent B counts
The 2022 net common-share movement and gross-to-net bridge reconcile arithmetically. That resolution does not resolve inconsistent B counts or treasury count/currency/class fields.
inferenceinference
Positive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported
Positive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported net income must not be described as operating cash generation.
otherattribution
Complete supplied 33-page source reviewed at SHA-256 ff96d69cf69d2d314df9d93adf3a78c3415d442ca9013b25f5b57a350c9236a4. Source assertions, or
Complete supplied 33-page source reviewed at SHA-256 ff96d69cf69d2d314df9d93adf3a78c3415d442ca9013b25f5b57a350c9236a4. 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.
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Cyberlux Corporation 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709 984-363-6894 www.cyberlux.com info@cyberlux.com NIC code: 3674 Annual Report For the Period Ending: December 31, 2022 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 5,587,666,363 as of December 31, 2022 5,751,417,345 as of December 31, 2021 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (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
Which filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
questionquestion
What bank and non-cash schedules reconcile the treasury gain, stock consideration and cash-flow categories?
questionquestion
What transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient
What transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient rows and treasury units?
questionquestion
What original agreements and customer records establish acquisition completion, government business and actual consideration?
questionquestion
What executed notes and preferred designations resolve maturity, principal and class-rights wording?
questionquestion
What pleadings, agreement and payment records establish the AWH/Secure dispute and any settlement outcome?
questionquestion
Does this report establish reliable current finances or resolve the share and cash-flow questions?
allegation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
The acquisition becomes part of the capability story that later supports the Ukraine drone opportunity and HII subcontract path.supports{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
{"timeline_thread":"corporate","timeline_thread_label":"Corporate & disclosure"}relates to{"chapter":26,"exposure_lens":"Potential contractual, civil, administrative or criminal exposure turns on the exact representation, the responsible actor, knowledge, materiality and the records that remain missing.","responsibility":"Product, performance, invoices, use of funds, public statements and corporate records.","sequence":326,"unit_key":"CH26"}
The controlling book publication map connects this dated event to Part III, Chapter 26. The connection follows stored event/source and publication identifiers.
The 2022 comparative is explicitly restated: continuing revenue $5,007,344, operating loss $5,913,608, continuing loss $6,573,629, discontinued profit $4,763,870 and total loss $1,809,759. Note N says stock-based expense and accrual errors increased 2022 net loss by approximately $2.2 million. Compared with the earlier report’s positive $377,674, the change is negative $2,187,433. Discontinued revenue roughly $22,664,000 plus continuing revenue roughly reconstructs the former $27.67 million total; disposal presentation and error correction are distinct changes.correctsReported 2022 revenue $27,671,415 less cost $11,207,551 gives gross margin $16,463,864. Marketing $199,105, research/development $5,041,295 and general/administrative $10,531,883 total $15,772,283; operating income is $691,581. Interest expense $661,700, treasury gain $700,000 and other income $1,679 yield pretax $731,560, tax $353,886 and net $377,674. The arithmetic reconciles, but it does not validate recognition or the underlying transactions.
Issuer expressly restates 2022 net income from positive $377,674 to loss $1,809,759; original historical report remains preserved, not overwritten.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.qualifiesReported cash flow is operating outflow $1,358,863, investing outflow $1,278,666 and financing inflow $6,167,845, leaving $3,530,317 ending cash. Financing lines include stock for services $313,359, working-capital stock $522,440, acquisition stock $200,000, borrowing $3,996,599, related-note payments $213,424, acquisition gain $1,735,872, preferred conversion $33,000 and treasury return negative $420,000. Source labels such as gain or stock exchange do not establish cash receipts; bank and transaction records are required.
2021 cash categories differ between issuer reports and require workpapers; matching printed ending cash does not eliminate the $200 arithmetic difference.
The 2021 rows include October 13 Alvin Campbell 1,851,852 as a stock purchase, September 16 William L. Welter III Trust 70 million at $0.002 for debt settlement/legal fees, September 2 Ronald Childs 3,703,704 and August 23 Tyrone Everett 10 million. The trust is a separately labelled recipient, not automatically the individual William Welter. Repeated identical rows for Priyanka Saxena on August 23, Matt Rivett on August 23 and William Ferrell on July 21 remain in the source; duplication may be a reporting defect or multiple transactions and cannot be silently deduplicated.qualifiesThe issuance schedule reports William L. Welter 70 million shares on October 20 for legal fees at stated cost basis zero; 549,185,184 aggregate acquisition shares associated with Kreatx, FBD, HAVAS and a 31-hectare project; Fulcrum Advisors 27,637,500 for debt settlement; negative 420 million executive return; and 20 million ALS incentives. The solar project is dated November 31, 2021, an impossible calendar date, and differs from the 30-hectare narrative. The aggregate is not a separate 549-million issuance to each acquisition.
2022 historical schedule labels William L Welter III Trust with different date/price/purpose detail from 2021 report; do not merge person and trust.
The historical issuance table includes December 28, 2021 Goodman 50 million under a board agreement, Brennan Smith 2 million for PR on December 27, and two RB Capital 125 million debt-purchase rows on October 21 and November 10. November 9 Rock Bay Partners/debt settlement Fulcrum Advisors/Alston Gardner is 27,637,500 at $0.022; November 3 Montague Capital is 200 million at $0.001. Schmidt and Downing each return 210 million on October 25. These printed dates and purposes must remain visible for comparison with the separate 2021 report.qualifiesThe report describes returning 420 million executive common shares to treasury and replacing value with future management incentive awards at $0.10/$0.25 milestones, an August reduction of authorised common from 20 billion to 8.75 billion, and a five-year no-reverse-split policy. Note E says Downing converted 3 million B shares in May, common from 2 million B shares was returned to treasury, and 3 million B shares were reissued to him in December. These are reported share actions requiring dated register and approval support.
Both reports describe a 420 million return, but the detailed historical date differs; exact register needed.
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698,767 and $3,001,720 by offsetting $42,382. The 2022 report does not identify a specific reclassification entry for that pair. A generic reclassification policy is not a transaction-level reconciliation.qualifiesThe unaudited balance sheet reports cash $3,530,317, receivables $2,677,300, inventory $271,200, other current assets $1,569,561 and total assets $9,327,043. Current liabilities are $5,782,184; related notes $3,001,720; non-related notes $6,199,953; deferred revenue $62,183; and long-term liabilities $9,263,855. The reported equity deficiency is $5,853,896, with $134,900 Series A classified separately in the notes.
2022 comparative payable and related-note balances differ from the 2021 report by offsetting $42,382; neither is silently replaced.
The report newly supplies historical B reductions: February 7, 2022 Alan Ninneman 9.5 million and February 11 John Ringo 20 million. These issuer rows explain the aggregate 29.5 million reduction from 100 to 70.5 million in the earlier report but do not authenticate register entries or resolve every earlier holder allocation.qualifiesSeries A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.
Later issuer schedule supplies named 2022 B returns totalling 29.5 million; not independent register authentication or resolution of every holder discrepancy.
Three historical recipient entries are October 8 Charles D Watts 50 million at $0.01 for debt settlement, July 21 Charles D Watts 5,384,615 at $0.01 for debt settlement/legal fees, and July 14 Charles D Watts, JR 5 million at $0.01 for debt settlement/legal fees. Exact labels, dates and purpose fields are retained. They cannot be merged or treated as a single verified fee total merely because the names resemble one another or an existing actor.qualifiesThe schedule separately lists Charles Watts Jr. 5.4 million, Charles Coote Jr. 6.2 million, Ronald Corlew 5.4 million and Wynn-Jones Revocable Trust 5.4 million for acquisition funds; 320 million executive incentives; CTMC Drone Solutions 10 million for acquisition structure; and 15 million FlightEye incentives. Chuck Watts and Charles Watts Jr. are distinct source rows and are not automatically merged.
2022 historical schedule gives a 5,384,615 Watts legal-fee/debt row where 2021 uses a rounded 5.4 million acquisition-funds label; identity and consideration remain unverified.
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses $2,822,229, also each $2 above that report. This report’s research note still gives 2021 research $177,726. These exact variants are preserved rather than a single amount silently selected.qualifiesThe operations statement reports revenue $8,107,592, cost of goods $2,775,206, gross margin $5,332,386, expenses $2,822,227, operating income $2,510,159, interest expense $391,816, other income $740, pretax $2,119,083, tax expense $218,317 and net income $1,900,766. The numeric chain reconciles within this statement, though narrative labels and amounts differ. No independent audit opinion is supplied.
2021 revenue and expense variants differ by $2; preserve both source versions.
Related principal is Downing $1,133,606, Schmidt $679,599, Ringo $405,361 and others $352,195, at 10%, most with no scheduled repayment. Listed total $2,570,761 is $1 below the balance sheet. Restated 2022 principals are $1,442,656, $919,789, $405,361 and $616,461. These allocations differ from the earlier 2022 report although the total remains $3,384,267; journals and original loans are required to explain the differences.qualifiesOfficer/director notes list Downing principal $1,243,156 and interest $286,403, Schmidt $820,288 and $248,288, Ringo $405,361 and $276,841, each at 10%; totals are $2,468,805 and $811,532. Other notes are $915,462 plus $497,133 interest at 10%. The general note describes 8–12% terms. These are issuer balances and accrued-interest representations, not proof of payment, complete agreements or present enforceability.
Restated 2022 lender allocations change while aggregate related balance remains $3,384,267; underlying journal entries needed.
Repeated 2022 rows change purpose descriptions: Roman Investments PR LLC/Roman Vinfield December 6 62.5 million is settlement of debt; November 22 41.7 million and November 8 15 million are equity incentives to a debt holder, as are Rosewood Theater LLC/Michael Sinensky 15 million and RB Capital 200 million. The earlier report used stock-purchase/debt-purchase descriptions. The 700 million Critical Flow cancellation and other historical rows recur from common issuer origin; repetition is not independent corroboration.qualifiesThe issuer lists Roman Investments PR LLC: December 6, 62.5 million at $0.0016 for debt purchase, unrestricted; November 22, 41.7 million at $0.012 for stock purchase, restricted; November 8, 15 million at $0.0025, restricted. Rosewood Theater LLC is also listed November 8 for 15 million at $0.0025, restricted. RB Capital is listed August 15 for 200 million at $0.00125, debt purchase, unrestricted. Preserve these distinct recipient/date/price/purpose combinations.
Historical Roman/Rosewood/RB consideration labels differ from earlier report; later wording is not silently substituted.
The issuer says AWH/Secure Community litigation settled in 2023 and it fully complied, describes the later California suit, removal and counterclaims, and characterises a March 21, 2024 opposing-counsel filing as acknowledging erroneous filing and seeking dismissal. Note L says settlement amounts remain in payables and payments are being made. Ongoing instalments can coexist with compliance; no breach or completed payment is inferred. The characterisation of the court filing requires the actual filing and orders.qualifiesThe issuer identifies AWH and Secure Community litigation filed August 22, 2022 in Richmond against Cyberlux and Schmidt. It alleges the plaintiffs did not perform consulting services, states the company refused to remit payment, and reports settlement negotiations. The refusal is the issuer’s own stated adverse fact; nonperformance and claim merits remain contested allegations, and negotiations do not establish settlement.
2023 report says settled and payments ongoing versus prior negotiations/refusal; dated issuer narrative is not independently proved compliance.
The liquidity note gives operating income $691,580 versus $691,581 in the statement and a current surplus $2,622,095 versus $8,258,783 less $5,636,689 equalling $2,622,094. The payable/accrual note totals $5,636,688 versus balance-sheet current liabilities $5,636,689. These $1 differences are preserved and distinguished from larger unresolved accounting and share-class issues.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
Series A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.supportsWhat transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient rows and treasury units?
Specifically named source propositions support the bounded distinction or question.
Reported common outstanding falls from 5,751,417,345 to 5,587,666,363, a decrease of 163,750,982. The 2022 issuance rows add 536,249,018 and cancel 700,000,000, exactly explaining that net change. Gross common of 6,707,666,363 less 1,120,000,000 common treasury shares also equals the headline. Authorised common is 7 billion, float 4,097,569,970 and holders of record 299. This arithmetic does not authenticate the transactions.supportsThe 2022 net common-share movement and gross-to-net bridge reconcile arithmetically. That resolution does not resolve inconsistent B counts or treasury count/currency/class fields.
Specifically named source propositions support the bounded distinction or question.
Officer/director notes list Downing principal $1,243,156 and interest $286,403, Schmidt $820,288 and $248,288, Ringo $405,361 and $276,841, each at 10%; totals are $2,468,805 and $811,532. Other notes are $915,462 plus $497,133 interest at 10%. The general note describes 8–12% terms. These are issuer balances and accrued-interest representations, not proof of payment, complete agreements or present enforceability.supportsWhat executed notes and preferred designations resolve maturity, principal and class-rights wording?
Specifically named source propositions support the bounded distinction or question.
Cash flow reports operations negative $2,495,898, investing negative $2,749,560 and financing positive $2,668,246, net cash decline $2,577,212 from $3,530,317 to $953,105. Operations includes receivables negative $2,259,808, inventory negative $248,141, other current assets negative $279,669, payables negative $631,925, accrued liabilities positive $528,812 and other liabilities positive $17,159. The displayed operating subtotal equals the sum of its listed components, and the three displayed categories reconcile to the cash change.supportsPositive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported net income must not be described as operating cash generation.
Specifically named source propositions support the bounded distinction or question.
Reported 2022 revenue $27,671,415 less cost $11,207,551 gives gross margin $16,463,864. Marketing $199,105, research/development $5,041,295 and general/administrative $10,531,883 total $15,772,283; operating income is $691,581. Interest expense $661,700, treasury gain $700,000 and other income $1,679 yield pretax $731,560, tax $353,886 and net $377,674. The arithmetic reconciles, but it does not validate recognition or the underlying transactions.supportsPositive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported net income must not be described as operating cash generation.
Specifically named source propositions support the bounded distinction or question.
Other 2021 rows include August 4 Alvaro Zuluaga 10 million for executive compensation, July 14 Downing and Schmidt 10 million each for executive compensation, July 12 Ben Eberdt 20 million debt settlement, May 27 Downing 200 million for Secure for Technology with a continuation naming transfer to Secure Community LLC/William Welter, and May 11 Downing 400 million executive compensation with 200 million transferred to Schmidt. The opening table label says 01/01/2020 while the stated table period is January 1, 2021 through December 31, 2022. The labels do not independently prove transaction substance.supportsWhat original agreements and customer records establish acquisition completion, government business and actual consideration?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.supportsA possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.supportsSome financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An alternative is real cash flows with undisclosed netting or supporting adjustments. Test against bank statements, treasury cancellation entries, equity consideration and a complete indirect cash-flow reconciliation before accepting either account.
Specifically named source propositions support the bounded distinction or question.
The issuer checks no merger/acquisition or similar event in the reporting interval while its business discussion and share rows describe Catalyst Machineworks acquisition. It lists Digital Automation Solution LLC, Kreatx, HAVAS, FBD and CMTC among the operating structure, four business units, and offices in North Carolina, Miami, Spring Texas, Bogota and Tirana. The wording includes 2021 and 2002 and a repeated UAS description. These are issuer representations; corporate identities, acquisition completion and consolidation require original records.supportsWhat original agreements and customer records establish acquisition completion, government business and actual consideration?
Specifically named source propositions support the bounded distinction or question.
Common par carrying value is $6,707,666, while the descriptive balance-sheet line uses net outstanding 5,587,666,363. The treasury carrying amount is negative $1,149,500. The roll-forward starts with negative 420 million common treasury shares, adds negative 700 million, then shows a positive 29,500 count paired with negative $29,500, ending negative 1,119,970,500. B counts remain 100 million in that table although other disclosures say 70.5 million. Share count, currency units and class attribution need reconciliation; the common headline already reconciles using 1.12 billion common treasury shares.supportsWhat transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient rows and treasury units?
Specifically named source propositions support the bounded distinction or question.
Reported 2022 revenue $27,671,415 less cost $11,207,551 gives gross margin $16,463,864. Marketing $199,105, research/development $5,041,295 and general/administrative $10,531,883 total $15,772,283; operating income is $691,581. Interest expense $661,700, treasury gain $700,000 and other income $1,679 yield pretax $731,560, tax $353,886 and net $377,674. The arithmetic reconciles, but it does not validate recognition or the underlying transactions.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
Series A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.supportsThe 2022 net common-share movement and gross-to-net bridge reconcile arithmetically. That resolution does not resolve inconsistent B counts or treasury count/currency/class fields.
Specifically named source propositions support the bounded distinction or question.
This 33-page issuer annual disclosure covers December 31, 2022. Mark D. Schmidt signs a certification dated 3/24/2023; David Downing signs one printed 3/24/20/23. The latter malformed date is visually confirmed and retained, not silently repaired. The cover marks No for shell status, shell-status change and change in control.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698,767 and $3,001,720 by offsetting $42,382. The 2022 report does not identify a specific reclassification entry for that pair. A generic reclassification policy is not a transaction-level reconciliation.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
The May 4 row cancels 700 million Critical Flow Capital LLC/Brian Kraman shares across four certificates. The issuer says they were issued in error for unfulfilled 2014 financing and describes a transfer-agent consent process. The income statement separately recognises a $700,000 gain on stock returned to treasury; financing cash flow includes a $729,500 treasury outflow. The disclosure does not by itself explain the accounting entries, cash movement or legal efficacy of the cancellation.supportsSome financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An alternative is real cash flows with undisclosed netting or supporting adjustments. Test against bank statements, treasury cancellation entries, equity consideration and a complete indirect cash-flow reconciliation before accepting either account.
Specifically named source propositions support the bounded distinction or question.
The equity table reports quarterly results $1,243,246, $2,987,270, negative $2,378,636 and negative $1,474,207, summing to $377,673, $1 below the operations statement. Opening gross common is 6,171,417,344, one below the separate headline bridge; the final balance is captioned December 31, 2021 under a 2022-period heading. Final deficit $28,301,880 and equity negative $4,047,181 each differ by $1 from the balance sheet. Printed dates and values remain source variants.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
The equity table reports quarterly results $1,243,246, $2,987,270, negative $2,378,636 and negative $1,474,207, summing to $377,673, $1 below the operations statement. Opening gross common is 6,171,417,344, one below the separate headline bridge; the final balance is captioned December 31, 2021 under a 2022-period heading. Final deficit $28,301,880 and equity negative $4,047,181 each differ by $1 from the balance sheet. Printed dates and values remain source variants.supportsA possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
Specifically named source propositions support the bounded distinction or question.
Cash flow reports operations negative $2,495,898, investing negative $2,749,560 and financing positive $2,668,246, net cash decline $2,577,212 from $3,530,317 to $953,105. Operations includes receivables negative $2,259,808, inventory negative $248,141, other current assets negative $279,669, payables negative $631,925, accrued liabilities positive $528,812 and other liabilities positive $17,159. The displayed operating subtotal equals the sum of its listed components, and the three displayed categories reconcile to the cash change.supportsSome financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An alternative is real cash flows with undisclosed netting or supporting adjustments. Test against bank statements, treasury cancellation entries, equity consideration and a complete indirect cash-flow reconciliation before accepting either account.
Specifically named source propositions support the bounded distinction or question.
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, working capital $534,000, subsidiaries $1,020,000 and incentive targets $325,770, borrowings $899,039, related notes $340,165 and treasury returns negative $729,500. Interest paid and income taxes paid are zero. These cash-flow labels require bank and non-cash transaction schedules; the operating reconciliation does not explicitly reverse the $700,000 treasury gain.supportsWhat bank and non-cash schedules reconcile the treasury gain, stock consideration and cash-flow categories?
Specifically named source propositions support the bounded distinction or question.
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, working capital $534,000, subsidiaries $1,020,000 and incentive targets $325,770, borrowings $899,039, related notes $340,165 and treasury returns negative $729,500. Interest paid and income taxes paid are zero. These cash-flow labels require bank and non-cash transaction schedules; the operating reconciliation does not explicitly reverse the $700,000 treasury gain.supportsSome financing cash-flow labels and the missing explicit treasury-gain reversal may reflect mixing cash and non-cash transactions. An alternative is real cash flows with undisclosed netting or supporting adjustments. Test against bank statements, treasury cancellation entries, equity consideration and a complete indirect cash-flow reconciliation before accepting either account.
Specifically named source propositions support the bounded distinction or question.
Common par carrying value is $6,707,666, while the descriptive balance-sheet line uses net outstanding 5,587,666,363. The treasury carrying amount is negative $1,149,500. The roll-forward starts with negative 420 million common treasury shares, adds negative 700 million, then shows a positive 29,500 count paired with negative $29,500, ending negative 1,119,970,500. B counts remain 100 million in that table although other disclosures say 70.5 million. Share count, currency units and class attribution need reconciliation; the common headline already reconciles using 1.12 billion common treasury shares.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, working capital $534,000, subsidiaries $1,020,000 and incentive targets $325,770, borrowings $899,039, related notes $340,165 and treasury returns negative $729,500. Interest paid and income taxes paid are zero. These cash-flow labels require bank and non-cash transaction schedules; the operating reconciliation does not explicitly reverse the $700,000 treasury gain.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses $2,822,229, also each $2 above that report. This report’s research note still gives 2021 research $177,726. These exact variants are preserved rather than a single amount silently selected.supportsWhich filed version and workpapers reconcile the comparative changes, stale dates and arithmetic discrepancies?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative revenue is $8,107,594, $2 above the separate 2021 report; research/development is $177,728 and total operating expenses $2,822,229, also each $2 above that report. This report’s research note still gives 2021 research $177,726. These exact variants are preserved rather than a single amount silently selected.supportsA possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
Specifically named source propositions support the bounded distinction or question.
The 2021 rows include October 13 Alvin Campbell 1,851,852 as a stock purchase, September 16 William L. Welter III Trust 70 million at $0.002 for debt settlement/legal fees, September 2 Ronald Childs 3,703,704 and August 23 Tyrone Everett 10 million. The trust is a separately labelled recipient, not automatically the individual William Welter. Repeated identical rows for Priyanka Saxena on August 23, Matt Rivett on August 23 and William Ferrell on July 21 remain in the source; duplication may be a reporting defect or multiple transactions and cannot be silently deduplicated.supportsWhat transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient rows and treasury units?
Specifically named source propositions support the bounded distinction or question.
The issuer reports loss carryforwards $28,301,880 with full valuation reserve and no recognised net deferred tax asset, subject to ownership-change limitations. It describes conditional preferred dividend rights, reports B accumulated dividends $1,580,000 and repeats a historical Downing B conversion/reissue story without a complete 2022 29.5 million B reduction schedule. Neither loss carryforwards nor contingent dividend descriptions establish a presently realisable benefit or adjudicated liability.supportsWhat executed notes and preferred designations resolve maturity, principal and class-rights wording?
Specifically named source propositions support the bounded distinction or question.
The issuer reports no enumerated disciplinary matters, describes 2023 growth and liquidity expectations with no assurance, and states no significant subsequent events. Those are dated issuer representations with an imperfectly printed CFO certification date; they do not establish current litigation, solvency, performance or absence of later events.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
Five RB Capital/Brett Rosen/Deborah Braun convertible-note rows use $0.25 conversion. October 22, 2021: balance $1,588,767, principal $1.5 million, interest $88,767, maturity October 22, 2023. A row printed November 8, 2022 gives $1,586,096, $1.5 million, $86,096 and November 8, 2023. November 22, 2021 gives $1,583,219, principal printed 1,500,00, interest $83,219 and November 22, 2023. May 3, 2022 gives $515,274, $500,000, $15,274 and May 23, 2024; July 12, 2022 gives $255,925, $250,000, $5,925 and July 12, 2024. Malformed principal and date anomalies remain uncorrected pending original notes.supportsWhat executed notes and preferred designations resolve maturity, principal and class-rights wording?
Specifically named source propositions support the bounded distinction or question.
The May 4 row cancels 700 million Critical Flow Capital LLC/Brian Kraman shares across four certificates. The issuer says they were issued in error for unfulfilled 2014 financing and describes a transfer-agent consent process. The income statement separately recognises a $700,000 gain on stock returned to treasury; financing cash flow includes a $729,500 treasury outflow. The disclosure does not by itself explain the accounting entries, cash movement or legal efficacy of the cancellation.supportsWhat bank and non-cash schedules reconcile the treasury gain, stock consideration and cash-flow categories?
Specifically named source propositions support the bounded distinction or question.
Series A outstanding is 26.9806 with eight holders; its front authorisation is printed 2,000 but Note D says 200. Series B front table and Note F give 70.5 million outstanding, 100 million authorised and three holders, while the issuance-table ending and equity roll-forward retain 100 million. The officer table assigns Schmidt 44 million B as 44% and Downing 5.3 million as 5.3%, percentages using 100 million rather than 70.5 million. Their 49.3 million leaves 21.2 million of the reported 70.5 million unidentified in that table; no unnamed holder is inferred.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
The May 4 row cancels 700 million Critical Flow Capital LLC/Brian Kraman shares across four certificates. The issuer says they were issued in error for unfulfilled 2014 financing and describes a transfer-agent consent process. The income statement separately recognises a $700,000 gain on stock returned to treasury; financing cash flow includes a $729,500 treasury outflow. The disclosure does not by itself explain the accounting entries, cash movement or legal efficacy of the cancellation.supportsPositive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported net income must not be described as operating cash generation.
Specifically named source propositions support the bounded distinction or question.
July 15 acquisition rows give Catalyst/Phillip Tucker and Catalyst/Neill Whiteley 10 million each at $0.05. May 5 Matt Rivett receives 20,833,333 at $0.0012, with a June 14, 2021 basis note. March 18 Anthony Gonzalez receives 2 million at $0.001 for sales-representative services; March 16 North Equities USA LTD/Ernest Chuang receives 5,882,353 at $0.01 for PR. January 7 Priyanka Saxena, William Ferrell, Salahuddin Siddiq and Clay DeNicola each receive 20,833,333 at $0.0012. Agreement and register evidence remain separate.supportsWhat original agreements and customer records establish acquisition completion, government business and actual consideration?
Specifically named source propositions support the bounded distinction or question.
Common par carrying value is $6,707,666, while the descriptive balance-sheet line uses net outstanding 5,587,666,363. The treasury carrying amount is negative $1,149,500. The roll-forward starts with negative 420 million common treasury shares, adds negative 700 million, then shows a positive 29,500 count paired with negative $29,500, ending negative 1,119,970,500. B counts remain 100 million in that table although other disclosures say 70.5 million. Share count, currency units and class attribution need reconciliation; the common headline already reconciles using 1.12 billion common treasury shares.supportsThe 2022 net common-share movement and gross-to-net bridge reconcile arithmetically. That resolution does not resolve inconsistent B counts or treasury count/currency/class fields.
Specifically named source propositions support the bounded distinction or question.
Cash flow reports operations negative $2,495,898, investing negative $2,749,560 and financing positive $2,668,246, net cash decline $2,577,212 from $3,530,317 to $953,105. Operations includes receivables negative $2,259,808, inventory negative $248,141, other current assets negative $279,669, payables negative $631,925, accrued liabilities positive $528,812 and other liabilities positive $17,159. The displayed operating subtotal equals the sum of its listed components, and the three displayed categories reconcile to the cash change.supportsWhat bank and non-cash schedules reconcile the treasury gain, stock consideration and cash-flow categories?
Specifically named source propositions support the bounded distinction or question.
Government distribution and USSOCOM-related business, military products, executive experience and expansion capabilities are company claims in this annual report. Neither the business description nor the biographies independently establish a particular federal prime award, customer acceptance, security clearance or completed delivery.supportsWhat original agreements and customer records establish acquisition completion, government business and actual consideration?
Specifically named source propositions support the bounded distinction or question.
Reported common outstanding falls from 5,751,417,345 to 5,587,666,363, a decrease of 163,750,982. The 2022 issuance rows add 536,249,018 and cancel 700,000,000, exactly explaining that net change. Gross common of 6,707,666,363 less 1,120,000,000 common treasury shares also equals the headline. Authorised common is 7 billion, float 4,097,569,970 and holders of record 299. This arithmetic does not authenticate the transactions.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
Specifically named source propositions support the bounded distinction or question.
The issuer reports no enumerated disciplinary matters, describes 2023 growth and liquidity expectations with no assurance, and states no significant subsequent events. Those are dated issuer representations with an imperfectly printed CFO certification date; they do not establish current litigation, solvency, performance or absence of later events.supportsThe issuer’s growth and liquidity expectations depend on financing, revenue and collection assumptions that this historical report does not validate.
Specifically named source propositions support the bounded distinction or question.
Investing lists equipment $35,002, subsidiary investment $2,706,293 and new patents $8,265. Financing lists stock for services $278,772, working capital $534,000, subsidiaries $1,020,000 and incentive targets $325,770, borrowings $899,039, related notes $340,165 and treasury returns negative $729,500. Interest paid and income taxes paid are zero. These cash-flow labels require bank and non-cash transaction schedules; the operating reconciliation does not explicitly reverse the $700,000 treasury gain.supportsPositive reported net income coexists with negative operating cash. The $700,000 treasury gain exceeds the $377,674 net result, so reported net income must not be described as operating cash generation.
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative accounts-payable amount is $2,656,385 and related notes $3,044,102. These differ from the separate 2021 report’s $2,698,767 and $3,001,720 by offsetting $42,382. The 2022 report does not identify a specific reclassification entry for that pair. A generic reclassification policy is not a transaction-level reconciliation.supportsA possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
Specifically named source propositions support the bounded distinction or question.
The report describes A conversion at 250 common, protective consent and $5,000 liquidation rights, and B conversion/voting at 200 common per share. The front B summary imports A dividend/liquidation rights, whereas the note describes $1 face/liquidation terms. Series C is 150,000 authorised/outstanding with two holders, a 5% dividend on $25 face and no general voting rights. Original designations are needed to resolve source wording; this disclosure is not independently verified operative law.supportsWhat executed notes and preferred designations resolve maturity, principal and class-rights wording?
Specifically named source propositions support the bounded distinction or question.
Three historical recipient entries are October 8 Charles D Watts 50 million at $0.01 for debt settlement, July 21 Charles D Watts 5,384,615 at $0.01 for debt settlement/legal fees, and July 14 Charles D Watts, JR 5 million at $0.01 for debt settlement/legal fees. Exact labels, dates and purpose fields are retained. They cannot be merged or treated as a single verified fee total merely because the names resemble one another or an existing actor.supportsWhat transfer-agent register and class-specific entries explain 70.5 versus 100 million B, the omitted holder allocation, repeated recipient rows and treasury units?
Specifically named source propositions support the bounded distinction or question.
Reported 2022 assets are $12,287,009: cash $953,105, receivables $4,937,108, inventory $519,341, other current assets $1,849,229, total current $8,258,783, property/equipment $863,668, patents $8,265 and subsidiary investments $3,156,293. Current liabilities are $5,636,689, related notes $3,384,267, other notes $7,098,993 and deferred revenue $79,342, with long-term liabilities $10,562,602. These are unaudited issuer balances, not verified collectability or available cash equivalents.supportsThe issuer’s growth and liquidity expectations depend on financing, revenue and collection assumptions that this historical report does not validate.
Specifically named source propositions support the bounded distinction or question.
The accounting notes attribute revenue policy to ASC 605 and say no deferred revenue for 2021 and 2020, despite this report’s 2021 balance-sheet comparative $62,183. The stale sentence is not a direct claim of no 2022 deferred revenue. Inventory is $62,093 parts plus $457,248 finished goods, with no allowance; depreciation is stated zero. Four operating units and a single accounting segment are not automatically contradictory. Policy descriptions are not certified compliance with current standards.supportsA possible explanation for the offsetting $42,382 comparative changes and stale/contradictory tables is incomplete revision or reclassification across the report. Alternatives include separate underlying adjustments or multiple reporting errors. Compare dated filed versions and the opening-balance journal entries; the source does not establish the explanation or intent.
Specifically named source propositions support the bounded distinction or question.
The issuer identifies AWH and Secure Community litigation filed August 22, 2022 in Richmond against Cyberlux and Schmidt. It alleges the plaintiffs did not perform consulting services, states the company refused to remit payment, and reports settlement negotiations. The refusal is the issuer’s own stated adverse fact; nonperformance and claim merits remain contested allegations, and negotiations do not establish settlement.supportsWhat pleadings, agreement and payment records establish the AWH/Secure dispute and any settlement outcome?
Specifically named source propositions support the bounded distinction or question.
The 2021 comparative cash-flow categories are operations negative $1,395,546, investing negative $1,278,866 and financing $6,204,529, versus negative $1,358,863, negative $1,278,666 and positive $6,167,845 in the separate 2021 report. Both print the same $3,530,317 ending cash, although the displayed 2022-report comparative categories sum to $3,530,117, $200 below that ending cash. The generic reclassification note does not resolve this arithmetic difference.supportsDoes this report establish reliable current finances or resolve the share and cash-flow questions?
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.