10-K: CyberloQ Reports Deepening Losses, Zero Revenue in 2025

CyberloQ Technologies, Inc. filed its 2025 annual report, revealing a significant increase in net loss and no operating revenue, raising substantial doubt about its going concern ability.

Summary

• CyberloQ Technologies, Inc. is a development-stage technology company focused on fraud prevention (CyberloQ platform) and credit management (TurnScor platform).
• The company reported a net loss of $1,127,889 for the year ended December 31, 2025, an increase from a net loss of $989,452 in 2024.
• Operating revenue for 2025 was $0, a decrease from $15,000 in 2024.
• Total assets increased to $2,525,110 in 2025 from $1,842,701 in 2024, primarily due to the capitalization of the CyberloQ platform, website development, and patents.
• Current liabilities significantly increased to $4,160,391 in 2025 from $2,800,867 in 2024, driven by an increase in convertible debt and notes payable to related parties and stockholders.
• Net cash used in operating activities increased to $775,051 in 2025 from $715,123 in 2024.
• The company is currently reliant on its ability to raise additional capital and/or debt to continue operations and move towards profitability.
• Management identified material weaknesses in disclosure controls and internal controls over financial reporting, citing insufficient staff and lack of segregation of duties.
• CyberloQ has achieved SOC II Type 1 certification and is in the process of securing SOC II Type 2 certification in the second quarter of 2026.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as highly negative due to zero operating revenue, increasing net losses, significant growth in liabilities, and the auditor's going concern warning, indicating severe financial distress and an unsustainable business model without substantial external funding.

Positives

• The company capitalized $641,484 in 2025 for the CyberloQ platform, $6,745 for website development, and $28,857 for patents, indicating continued investment in its core technology.
• CyberloQ mobile applications have been built and successfully integrated into the banking ecosystem.
• The company achieved SOC II Type 1 certification and is pursuing SOC II Type 2 certification, demonstrating a commitment to information security standards.
• The company has a Board of Advisors with expertise in banking, business development, and technical sectors.
• Litigation related to a separation agreement (Mark Carten v. Cyberloq Technologies, Inc.) was dismissed without prejudice in February 2024.

Negatives

• Net loss increased to $1,127,889 in 2025 from $989,452 in 2024, primarily due to increased interest expense.
• The company generated no operating revenue in 2025, a decline from $15,000 in 2024.
• Current liabilities rose significantly to $4,160,391 in 2025 from $2,800,867 in 2024.
• Net cash used in operating activities increased to $775,051 in 2025.
• The auditor's report highlights substantial doubt about the company's ability to continue as a going concern due to accumulated deficits and anticipated further losses.
• Material weaknesses were identified in disclosure controls and internal controls over financial reporting, including a lack of segregation of duties and formal written policies.
• A $25,000 bad debt was recognized in 2024 due to QRails, Inc. not paying the agreed-upon monthly API licensing fee.

Risks

• The company faces intense competition from larger companies with significantly greater financial, technical, marketing, and other resources, such as Wells Fargo, Discover Card, and Ondot Systems.
• Failure to attract and retain a large customer base for its products could inhibit growth and successful execution of its business plan.
• The company could incur increased costs, decreased revenue, or reputational damage in the event of a cyber-attack or breach of its security measures.
• Reliance on, and the ability to attract, key personnel is critical for the company's operations and growth.
• General economic and industry conditions could adversely affect the company's business.
• Protection and defense of the company's intellectual property rights are essential for its proprietary technology.
• The company has a history of losses, accumulated deficits, and negative operating cash flows, raising concerns about its long-term viability.
• Its limited operating history makes it difficult to assess future performance and market acceptance.
• Material weaknesses in internal controls over financial reporting pose a risk to the accuracy and reliability of financial statements.

Future Outlook

The company does not anticipate any significant decrease in its operating expenses for 2026. It will remain reliant on its ability to raise additional debt and/or capital to continue operations unless it begins to generate material operating revenue. The company is also working towards securing SOC II Type 2 compliance certification in the second quarter of 2026.

Management Comments

• "The Company believes that the multi-purpose functionality of CyberloQ, along with its multi-purpose applications will give the Company a distinct advantage by comparison."
• "The Company believes that these distinct features, along with the ability to White Label the technology for marketing partners, give the Company a distinction in the marketplace."
• "Unless the Company begins to generate operating revenue, it will be reliant on its ability to raise additional debt and/or capital in order to continue its operations."
• "Whether or not there are any material changes in operational revenues or expenses in 2026 will be highly-dependent upon the Companys ability to enter into material revenue contracts with customers."
• "The Company anticipates that as it grows and formalizes its internal control processes and procedures, it will add sufficient staff to perform internal control processes, as well as adequately provided oversight to ensure processes are working as designed."

Industry Context

StockSavvy.ai notes that CyberloQ operates in a highly competitive fraud prevention and credit management market, facing established players like Wells Fargo (on/off feature), Discover Card (Freeze It), and Ondot Systems (mobile card security). While CyberloQ highlights its multi-purpose functionality (banking, healthcare PII, corporate databases via geo-fencing) and white-labeling capability as differentiators, the lack of revenue generation indicates significant challenges in market penetration and competitive positioning within this mature industry.

Comparison to Industry Standards

• CyberloQ's multi-factor authentication (MFA) technology competes with features offered by major financial institutions like Wells Fargo's on/off card feature and Discover Card's Freeze It functionality, which are widely adopted and backed by extensive resources.
• Ondot Systems is a well-established player in the mobile card security space, indicating a mature and competitive market where CyberloQ needs to demonstrate superior value or market share to gain traction.
• The company's focus on white-labeling and multi-purpose applications (banking, healthcare PII, corporate data) aims to differentiate it from single-purpose solutions, but market acceptance and revenue generation remain unproven compared to industry leaders.

Corporate Governance

Legal Proceedings

• The company is not currently a party to any legal or administrative proceedings.
• Litigation related to a Separation and Release of Claims Agreement (Mark Carten v. Cyberloq Technologies, Inc.) was dismissed without prejudice in February 2024 and is no longer pending.

Related Party Transactions

• On July 8, 2025, the company approved a $25,000 loan from a director with 0% interest, due July 8, 2026.
• A consolidated loan of $150,000 from a director (originally from August 8, 2020, September 9, 2020, and December 28, 2020) with a 12.5% interest rate has undergone multiple maturity date extensions, most recently to April 15, 2025, and then modified on May 6, 2025, to require quarterly interest payments of $7,500 until paid in full.
• On October 25, 2025, the company entered into a promissory note with a stockholder for $100,000, with 500 Series B Preferred Shares (convertible into 500,000 common shares) to be issued in lieu of interest upon payment of the note.
• A $35,000 note payable to a stockholder (originally from December 29, 2014) with 0% interest, which had an extended due date of September 15, 2019, remains unpaid, and the company plans to repay it in 2026.
• Christopher Jackson and Enrico Giordano, executive officers and directors, have performance incentive stock options for up to 5,000,000 shares each, vesting upon the company achieving cumulative gross revenues in $1,000,000 increments, exercisable at 110% of the average closing bid price. No milestones have been achieved to date.
• An agreement with a shareholder and director entitles them to a 2.5% commission of gross revenue from closed customer contracts, payable quarterly.
• Agreements with two sales managers grant each a 1% commission on gross revenue, payable quarterly.

Stakeholder Impact

• Shareholders face significant dilution risk from ongoing capital raises through common stock issuance and convertible debt. The 'going concern' warning poses a substantial risk to investment value, and no dividends have been paid.
• Employees (currently only two full-time executives) indicate a lean operation but also potential for over-reliance on key personnel. Executive performance-based stock options are tied to revenue milestones not yet achieved.
• Creditors face increased risk due to the company's growing current liabilities and reliance on debt financing, exacerbated by the going concern doubt. Multiple loan modification agreements with related parties suggest challenges in meeting repayment schedules.
• Customers, particularly institutional clients for CyberloQ and individuals for TurnScor, are targeted beneficiaries of the company's fraud prevention and credit management solutions. However, the lack of revenue suggests limited customer adoption or successful commercialization to date.
• Suppliers may face potential risks of delayed payments or renegotiated terms given the company's financial condition and reliance on external funding.

Next Steps

• Generate operating revenue by entering into material revenue contracts with customers.
• Raise additional debt and/or capital to fund operating expenses and continue operations.
• Add sufficient staff to perform internal control processes and provide adequate oversight as the company grows.
• Formalize internal control processes and procedures to address identified material weaknesses.
• Secure SOC II Type 2 compliance certification in the second quarter of 2026.

Key Dates

Recommendation

The company reported zero revenue for 2025, a significant increase in net losses, and an accumulated deficit of nearly $10 million, leading to a 'going concern' qualification from its auditors. This indicates severe financial distress and an unsustainable business model. While there's ongoing investment in technology and efforts to raise capital, the complete lack of revenue generation and material weaknesses in internal controls present an extremely high-risk profile. Investors face substantial risk of capital loss and dilution.

Keywords

CyberloQ, fraud prevention, multi-factor authentication, MFA, credit management, TurnScor, cybersecurity, financial technology, FinTech, SEC filing, 10-K, annual report, software platform, SOC 2, corporate governance, related party transactions, going concern