NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

The Company has 300,000,000 shares of $.001 par value common stock authorized as of June 30, 2025 and had 200,000,000 shares of $.001 par value common stock authorized as of June 30, 2024.

During the three month period ended June 30, 2025, the Company received $10,000 in payment for 100,000 shares of common stock and $7,500 in payment of 150,000 shares of stock recorded as “to be issued”.

During the three month period ended June 30, 2024, the Company received $10,000 in payment for 100,000 shares of common stock.

Treasury Stock

On February 28, 2022, the Company entered into a settlement agreement with a prior employee, officer and director resulting in treasury stock of 500,000 shares valued at $50,000. (See Note 5)

Preferred Stock

The Company did not have any preferred stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated Series A Super Voting Preferred Stock consisting of thirty-thousand (30,000) shares at par value of $0.001 per share. Certain rights, preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except as otherwise required by law, holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000 shares of the Series A Super Voting Preferred Stock were issued in 2017.

On February 28, 2022, the 10,000 Series A Preferred Stock held by Mark Carten were redeemed by the Company and returned to treasury.

On May 29, 2025, the Company amended its articles of incorporation to create a new class of stock designated Series B Convertible Preferred Stock consisting of fifty-thousand (50,000) shares at par value of $0.001 per share. Certain rights, preferences, privileges and restrictions were established for the Series B Convertible Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except as otherwise required by applicable law, holders of shares of Series B Convertible Preferred Stock shall have no voting rights and shall not be entitled to notice of any meeting of shareholders or to vote upon any matter submitted to shareholders for a vote; (c) upon the occurrence of a sale of the Company, including a merger, acquisition, or sale of all or substantially all of the Company’s assets, each share of Series B Preferred Stock shall automatically convert into one thousand (1,000) shares of the Company’s common stock without any further action by the holder thereof. Such conversion shall be automatic and effective immediately prior to the closing of such sale; and (d) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series B Convertible Preferred Stock shall have no liquidation preference over any other class or series of shares of the Company and shall only be entitled to receive an amount per share equal to the amount paid or credited as paid on such shares and on a pari passu basis with the holders of Common Shares and any other class or series of shares ranking equally with the Series B Convertible Preferred Shares.

Incentive Stock Options

The employment contracts for Christopher Jackson and Enrico Giordano include performance incentive stock options based upon the Company meeting certain performance conditions that can potentially result in the issuance of stock option awards of up to 5,000,000 shares each in the event that the Company reaches certain performance goals. Specifically, Christopher Jackson and Enrico Giordano each shall be entitled to receive ten (10) stock option awards of 500,000 shares of the Company’s common stock each, upon the Company achieving certain milestones (the “ISO Awards”). The first ISO Award will vest upon the Company achieving (cumulatively) $1,000,000 in Gross Revenues, and each additional ISO Award will vest upon the Company achieving the next $1,000,000 increment in cumulative Gross Revenue up to a total of 5,000,000 shares each. The shares vest at 110% of the average closing bid price and must be exercised within five (5) years of the vesting date. To date, no ISO Award milestones have been achieved.

CyberloQ Technologies, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30, 2025