CLOQ.OQBCyberloq Technologies, INC
10-Q: CyberloQ Reports Zero Revenue, Widening Losses in Q3
Sentiment:
Quarterly Report
CyberloQ Technologies, Inc. reported no revenue and an increased net loss for the nine months ended September 30, 2025, raising substantial doubt about its ability to continue as a going concern.
Capital raiseThe company raised $229,501 through the unregistered sale of 3,372,500 shares of restricted common stock during the first nine months of 2025.Proceeds from convertible debt amounted to $628,141 for the nine months ended September 30, 2025.On October 30, 2025, the company received $5,000 in exchange for 50,000 shares of common stock.On October 30, 2025, the company received $100,000 for a Convertible Note Payable, convertible into 500 shares of Series B Preferred stock.On November 10, 2025, the company received $5,000 in exchange for 50,000 shares of common stock.Management anticipates being dependent on additional investment capital to fund operating expenses for the near future.
Worse than expectedThe company reported zero revenue for the nine months ended September 30, 2025, a significant decline from $15,000 in the prior year, indicating a failure to generate sales.Net loss increased to $830,248 for the nine months ended September 30, 2025, compared to $680,694 in the prior year, showing a worsening financial performance.Cash and cash equivalents decreased substantially, highlighting an accelerated cash burn without corresponding revenue generation.Total liabilities increased significantly, driven by more convertible debt and accrued interest, indicating increased financial leverage and potential future dilution.
Summary
- CyberloQ Technologies, Inc. (CLOQ) reported zero revenue for the nine months ended September 30, 2025, a decrease from $15,000 in the same period of 2024.
- The company's net loss widened to $830,248 for the nine months ended September 30, 2025, compared to a net loss of $680,694 for the prior year period.
- Operating expenses increased to $581,558 for the nine months ended September 30, 2025, up from $517,419 in the comparable period of 2024.
- Cash assets decreased significantly to $102,626 as of September 30, 2025, from $282,866 at December 31, 2024.
- Total liabilities increased to $3,756,059 as of September 30, 2025, from $2,831,229 at December 31, 2024, primarily due to increased convertible debt and accrued interest.
- The accumulated deficit grew to $9,462,132 as of September 30, 2025.
- Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, citing insufficient staff and lack of segregation of duties.
- The company capitalized $414,100 in CyberloQ platform development costs and $21,497 for patents during the nine months ended September 30, 2025.
Sentiment
Score: 2
Explanation: The company reported zero revenue, widening losses, significant cash burn, and increasing liabilities, coupled with a 'going concern' warning and ineffective internal controls. While there's investment in technology, the lack of commercialization and financial instability are highly negative.
Positives
- Total assets increased to $2,173,786 as of September 30, 2025, from $1,842,701 at December 31, 2024, driven by capitalization of the CyberloQ platform, website development, and patent acquisition.
- The company continues to invest in its core technology, capitalizing $414,100 for the CyberloQ platform and $6,745 for website development during the nine months ended September 30, 2025.
- A provisional patent application (63/910,210) for a Multi-Factor Authentication System was submitted on November 3, 2025, indicating ongoing innovation.
Negatives
- The company generated no revenue for the nine months ended September 30, 2025, a significant decline from $15,000 in the prior year, primarily due to the termination of the QRails services agreement.
- Net loss increased to $830,248 for the nine months ended September 30, 2025, compared to $680,694 for the same period in 2024.
- Cash and cash equivalents decreased by $180,240 to $102,626 as of September 30, 2025, indicating a substantial cash burn.
- Total liabilities increased by $924,830 to $3,756,059, driven by a $628,141 increase in convertible debt and $231,778 in accrued interest.
- The company has an accumulated deficit of $9,462,132, and management has identified substantial doubt about its ability to continue as a going concern.
- Operating expenses increased, with officers' compensation rising to $289,000 (from $182,500) due to a bonus, and computer and internet expenses increasing to $73,576 (from $33,443) due to higher hosting costs.
Risks
- Substantial doubt exists about the company's ability to continue as a going concern due to a history of losses, accumulated deficit, and negative operating cash flows.
- The company is a development-stage technology company with a limited operating history and is currently reliant on additional investment capital to fund operations.
- Intense industry competition from companies with significantly greater financial, technical, and marketing resources (e.g., Wells Fargo, Discover Card, Ondot Systems) could inhibit growth.
- Risk of increased costs, decreased revenue, or reputational damage in the event of a cyber-attack, given the company's business involves handling customer personal and financial data.
- Disclosure controls and procedures were deemed not effective due to insufficient staff and lack of segregation of duties, posing a risk to financial reporting integrity.
- The company has a large amount of convertible debt ($2,865,000 as of September 30, 2025), which could lead to significant dilution for existing shareholders upon conversion.
Future Outlook
The company anticipates further losses in the development of its business and does not expect any significant decrease in operating expenses for the remainder of 2025. It will be reliant on its ability to raise additional capital to continue operations and move towards profitability, as there are no assurances of success in generating profitable operations.
Management Comments
- Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses.
- Management believes that the multi-purpose functionality of CyberloQ, along with its multi-purpose applications, will give the Company a distinct advantage by comparison to competitors.
- Management 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.
Industry Context
The company operates in the fraud prevention and credit management technology sector, a competitive landscape with established players like Wells Fargo, Discover Card, and Ondot Systems offering similar security features. CyberloQ aims to differentiate itself through multi-purpose functionality (banking, healthcare PII, corporate databases) and geo-fencing capabilities, along with white-labeling options for partners. The increasing digitization of financial and personal data suggests a growing market need for robust cybersecurity solutions, but CyberloQ faces the challenge of converting its technology into revenue in this competitive environment.
Comparison to Industry Standards
- Wells Fargo has introduced an on/off feature for their customers, similar to some aspects of CyberloQ's card control.
- Discover Card offers 'Freeze It' functionality, which provides mobile card security, a direct competitor to CyberloQ's banking fraud prevention.
- Ondot Systems has been operating in the mobile card security space for a considerable time, indicating a mature competitive landscape for CyberloQ's core offering.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Articles of Incorporation | Created a new class of stock designated Series B Convertible Preferred Stock, consisting of 50,000 shares at $0.001 par value, with no voting rights and automatic conversion into 1,000 common shares per preferred share upon a sale of the company. | 2025-05-29 | Introduces a new class of preferred stock that could lead to significant dilution for common shareholders upon a company sale, but provides a mechanism for future capital raises. |
| Internal Control Effectiveness | Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, due to insufficient staff and lack of segregation of duties. | 2025-09-30 | Indicates a material weakness in financial reporting and operational oversight, potentially increasing risk of errors or fraud and impacting investor confidence. |
Legal Proceedings
- The company is not currently a party to any legal or administrative proceedings.
- Previous litigation, Mark Carten v. CyberloQ Technologies, Inc. (UNN-L-3456-22), related to a Separation and Release of Claims Agreement, was dismissed without prejudice on February 13, 2024, and is no longer pending.
Related Party Transactions
- Notes Payable Stockholders: $35,000 outstanding as of September 30, 2025, with the company planning to repay in 2025.
- Convertible Debt Stockholders: $2,865,000 outstanding as of September 30, 2025, with various issuance dates and conversion terms.
- Notes Payable Related Parties: $150,000 loan from a director's estate, with a fifth loan modification agreement entered on May 6, 2025, requiring quarterly interest payments of $7,500.
- Commission agreements: A shareholder and director is entitled to a 2.5% commission on gross revenue from closed customer contracts, payable quarterly.
- Commission agreements: Two sales managers are each granted a 1% commission on the company's gross revenue, payable quarterly.
Stakeholder Impact
- Shareholders face significant dilution risk from the substantial amount of outstanding convertible debt and ongoing common stock issuances for cash and services.
- Shareholders are exposed to high financial risk due to the company's 'going concern' warning, accumulated deficit, and continued net losses.
- Creditors, particularly those holding convertible debt and related party notes, face uncertainty regarding repayment given the company's financial condition and reliance on future capital raises.
- Officers received increased compensation, including a bonus, despite the company's lack of revenue and widening losses.
- Potential customers and partners may be hesitant due to the company's financial instability and the acknowledged ineffectiveness of its disclosure controls and procedures.
Next Steps
- File a corresponding non-provisional patent application prior to the expiration of the provisional patent filing (63/910,210).
- Continue efforts to raise additional capital to fund operating expenses and move towards profitability.
- Address material weaknesses in disclosure controls and procedures, including insufficient staff and lack of segregation of duties, to improve internal control processes.
Key Dates
| Date | Description |
|---|---|
| 2008-02-25 | Company incorporated as Advanced Credit Technologies, Inc. in Nevada. |
| 2014-12-29 | Entered into a partially-convertible promissory note with a stockholder for $35,000. |
| 2017-04-30 | Amended articles of incorporation to create Series A Super Voting Preferred Stock. |
| 2017-04-01 | All 30,000 shares of Series A Super Voting Preferred Stock were issued. |
| 2017-09-30 | Company acquired CyberloQ technology, becoming its exclusive owner. |
| 2017-12-31 | Settled remaining unpaid principal and interest on a $35,000 stockholder note for a $50,000 note. |
| 2018-01-01 | Adopted ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606). |
| 2019-11-20 | Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. |
| 2020-06-09 | Received an Economic Injury Disaster Loan (EIDL) from the Small Business Administration for $35,600. |
| 2020-12-31 | Wrote-off the book value of the CyberloQ technology software fixed asset, recording $321,725 in impairment expense. |
| 2021-12-31 | Entered into a loan modification agreement with a director, consolidating three promissory notes into one $150,000 loan. |
| 2022-01-01 | Began capitalizing software costs for updating the CyberloQ Secure Solution. |
| 2022-02-28 | Signed a Separation and Release of Claims Agreement with an employee, officer, and director, resulting in treasury stock of 500,000 shares. |
| 2022-09-01 | Company failed to make a stock redemption payment of $163,333 due under the agreement. |
| 2022-09-13 | Employee elected to terminate the Common Stock Redemption Agreement, making not-yet-redeemed shares freely transferable. |
| 2022-09-30 | Entered into a second loan modification agreement with the director, extending maturity date to January 1, 2024. |
| 2023-09-25 | Entered into a Services Agreement with QRails, Inc. to integrate CyberloQ features, with a first installment of $50,000 paid. |
| 2023-09-30 | Entered into a third loan modification agreement with the director, extending maturity date to August 1, 2024, and paid $7,500 in accrued interest. |
| 2023-10-15 | Second installment of $50,000 paid to QRails, Inc. |
| 2023-10-30 | Monthly API licensing fee of $5,000 from QRails, Inc. began. |
| 2024-02-13 | Superior Court of New Jersey dismissed the litigation of Mark Carten v. CyberloQ Technologies, Inc. without prejudice. |
| 2024-04-30 | Monthly API licensing fee from QRails, Inc. ended. |
| 2024-06-30 | Determined that QRails had not and was not going to pay the $5,000 monthly fee, recognizing $25,000 in bad debt. |
| 2024-07-01 | Signed a new lease for office space at $804 per month. |
| 2024-07-02 | Entered into a third loan modification agreement, extending maturity date to December 31, 2024, with a $7,500 extension penalty. |
| 2024-12-19 | Entered into a fourth loan modification agreement with the director's estate, extending maturity date to April 15, 2025, with a $7,500 extension penalty. |
| 2025-05-01 | Signed a new lease for office space at $857.60 per month. |
| 2025-05-06 | Entered into a fifth loan modification agreement with the director's estate, requiring quarterly interest payments of $7,500. |
| 2025-05-29 | Amended articles of incorporation to create Series B Convertible Preferred Stock. |
| 2025-07-01 | Website was put into service, leading to amortization expense. |
| 2025-09-30 | End of the fiscal quarter covered by this report. |
| 2025-10-30 | Received $5,000 in exchange for 50,000 shares of common stock. |
| 2025-10-30 | Received $100,000 for a Convertible Note Payable, convertible into 500 shares of Series B Preferred stock, maturing October 30, 2026. |
| 2025-11-03 | Submitted a provisional patent application (63/910,210) for a Multi-Factor Authentication System. |
| 2025-11-10 | Received $5,000 in exchange for 50,000 shares of common stock. |
| 2025-11-14 | Date of filing of this Form 10-Q. |
Recommendation
strong sellThe company reported zero revenue, a widening net loss, and a significant increase in its accumulated deficit, leading to a 'going concern' warning. Cash reserves are critically low, and the company is heavily reliant on dilutive financing activities. Furthermore, management acknowledged that disclosure controls and procedures are not effective, indicating material weaknesses in financial reporting. These factors collectively present an extremely high-risk investment profile with no clear path to profitability in the near term, making a 'strong sell' recommendation appropriate for any seasoned investor or institution.
Keywords
CyberloQ Technologies, CLOQ, Fraud Prevention, Multi-Factor Authentication, Cybersecurity, Fintech, Credit Management, TurnScor, SEC Filing, 10-Q, Quarterly Report, Going Concern, Convertible Debt, Financial Results
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.