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 CLOQ:Segment

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
File Number: 333-170132

 CYBERLOQ
TECHNOLOGIES, INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 (State
or other jurisdiction of incorporation)

 333-170132

 26-2118480

 (Commission

 File
 Number)

 (IRS
 Employer

 Identification
 No.)

 4837
 Swift Road Suite 210-1 Sarasota, FL

 34231

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code ( 612) 961-4536

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock

 CLOQ

 OTC
 Pink

by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes
 No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this form 10-K or any amendment to this form 10-K.

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes No

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes
 No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 Yes
 No

 APPLICABLE
ONLY TO CORPORATE ISSUERS:

the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 As
of the date of this filing, there were 124,939,754 shares of the Issuer's common stock issued and outstanding and held by approximately
142 shareholders, four of which are deemed affiliates within the meaning of Rule 12b-2 under the Exchange Act.

 As
of the date of this filing, there were 20,000 shares of the Issuer's preferred stock issued and outstanding.

 The
aggregate market value of the 93,366,391 shares of voting common equity held by non-affiliates of the registrant, computed by reference
to the closing price as reported as of the last business day of the registrant's most recently completed second fiscal quarter
(June 30, 2023) was approximately $ 7,095,846.

 FORM

 For
The Year Ended December 31, 2023

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Signatures

 PART
I

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements that are not statements
of historical fact and may involve a number of risks and uncertainties. These statements related to analyses and other information that
are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future
prospects, developments and business strategies. These statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels
of activity, performance, or achievements expressed or implied by forward-looking statements.

 In
some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential,"
"proposed," "intended," or "continue" or the negative of these terms or other comparable terminology.
You should read statements that contain these words carefully, because they discuss our expectations about our future operating results
or our future financial condition or state other "forward-looking" information. There may be events in the future that we
are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of
the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and
that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of
your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking
statements after the date of this Annual Report to conform these statements to actual results.

 The
following factors are among those that may cause actual results to differ materially from our forward-looking statements:

 General
 economic and industry conditions;

 Out
 history of losses, deficits and negative operating cash flows;

 Our
 limited operating history;

 Industry
 competition;

 Environmental
 and governmental regulation;

 Protection
 and defense of our intellectual property rights;

 Reliance
 on, and the ability to attract, key personnel;

 Other
 factors including those discussed in "Risk Factors" in this annual report on Form 10-K and our incorporated documents.

 You
should keep in mind that any forward-looking statement made by us in this annual report or elsewhere speaks only as of the date on which
we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may
affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this annual report after the
date of filing, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking
statement made in this annual report or elsewhere might not occur.

 In
this annual report on Form 10-K, the terms "CLOQ," "Company," "we," "us" and "our"
refer to CyberloQ Technologies, Inc.

 ITEM
 1.

 BUSINESS

 Company
History

Technologies Inc. ("CLOQ", 'We" or the "Company") was incorporated in Nevada on February 5, 2008
as Advanced Credit Technologies, Inc. The Company changed its name to CyberloQ Technologies, Inc. on November 20, 2019. The Company has
never been the subject of any bankruptcy, receivership or similar proceeding. The Company has never been involved in any material reclassification,
merger, or consolidation.

 On
June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies
LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through
CyberloQ Technologies LTD. However, CyberloQ Technologies LTD had no activity, operational or otherwise, and is now dissolved.

 Current
Overview of the Company

 The
Company is a development-stage technology company focused on fraud prevention and credit management.

 The
Company offers a proprietary software platform branded as CyberloQ. While previously the Company licensed CyberloQ, in the third
quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.

is a MFA ( Multi Factor Authentication) protocol technology that is offered to institutional clients in order to combat fraudulent transactions
and unauthorized access to customer accounts and or any digital asset. Through the use of a customer's smart-phone, CyberloQ uses
a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service.
The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The Company has
also updated the entire infrastructure, UI/UX and streamlined the deliverable services per strategic partnerships with clients in multiple
channels in order to increase the scalability of the original platform.

 In
addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name TurnScor which allows customers
to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for TurnScor on their own, the
Company also intends to market TurnScor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added
benefit to offer their customers.

 The
CyberloQ Vault is a "cloud based' security protocol that allows clients the ability to send/receive secure data without having
to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive
confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well
as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted
data is unusable without the CyberloQ authentication component.

 The
Company currently has two full-time employees — its President and Vice-President. There are no other employees of the Company at
this time.

 The
Company also has a Board of Advisors comprised of individuals from the banking, business development, and technical sectors to advise
the Company as it moves forward with its business strategy. The Board of Advisors does not have any decision-making authority.

 ITEM
 1A.

 RISK
 FACTORS

 The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item. However, the Company does acknowledge that there are risks associated with the business of the Company.

 We
will be competing with a variety of companies, many of which have significantly greater financial, technical, marketing and other resources
than us. If we fail to attract and retain a large base of customers for our products, or if our competitors establish a more prominent
market position relative to ours, this will inhibit our ability to grow and successfully execute our business plan. For example, Wells
Fargo has introduced an "on/off" feature for their customers, Discover Card has "Freeze It" functionality, and
Ondot Systems has already been operating in the mobile card security space for quite some time. However, 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.
CyberloQ can be used in the banking system to protect debit/credit cards, in the Health Care industry to protect PII (Personal Identifying
Information) now that medical records are kept digitally, and can protect corporate data bases in any industry from outside intrusion
via geo-fencing. 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. However, there can be no assurance that we will be able to
successfully compete with other companies in the marketplace.

 In
addition, the Company could incur increased costs, decreased revenue, or suffer reputational damage in the event of a cyber-attack. The
Company's business involves providing an added level of security for companies that collect, store, process and transmit their
customers' personal data, including financial information. In the event that the Company's added security measures are breached
due to human error, malfeasance, system errors or vulnerabilities, or other irregularities, such breach could adversely affect our business
through possible interruption of the Company's operations, improper disclosure of data, damage to the Company's reputation,
and/or legal exposure.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.

 CYBERSECURITY

 The
Company has engaged an outside contractor to assist it in developing an information security policy and include an incident response
plan. The Company is in the process of developing and implementing such policies and obtaining Service Organization Control Type 2 (SOC
2) compliance certification. The SOC II certification process involves a comprehensive assessment conducted by independent auditors to
evaluate our systems and controls against established industry standards. As part of the certification process, the effectiveness of
the Company's information security policies and procedures to protect against unauthorized access, breaches, and data theft are
assessed. The Company expects to achieve SOC 2 certification in late 2024.

 ITEM
 2.

 PROPERTIES

 The
Company's corporate office is located at 4837 Swift Road Suite 210-1 Sarasota, FL 34231, and our telephone number is 612-961-4536.
Rent is $766 per month including phone and internet.

 The
Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or
interests in persons primarily engaged in real estate activities.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 The
Company is not currently a party to any legal proceedings, nor is the Company a party to any administrative proceedings. On
February 13, 2024, the Superior Court of New Jersey entered an order granting the request of Cyberloq Technologies, Inc., a Nevada
corporation (the "Company") to dismiss the matter of Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22). The
litigation has now been dismissed without prejudice and is no longer pending.

 In
addition, the Company's officers and directors have not been convicted in any criminal proceedings nor have they been permanently
or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of securities or banking activities.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 None.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
common stock currently trades on the OTC Bulletin Board under the symbol "CLOQ." The following table states the range of
the high and low bid-prices per share of our common stock for each of the calendar quarters for fiscal years 2023 and 2022, as reported
by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not
represent actual transactions. The last price of our common stock as reported on the OTC Bulletin Board on December 31, 2023 was $0.11
per share. As of December 31, 2023, there were 142 shareholders of record of our common stock. This number does not include beneficial
owners from whom shares are held by nominees in street name.

 Fiscal Year 2023

 Fiscal Year 2022

 High

 Low

 High

 Low

 First Quarter

 $
 0.19

 $
 0.02

 $
 0.12

 $
 0.05

 Second Quarter

 $
 0.14

 $
 0.07

 $
 0.08

 $
 0.05

 Third Quarter

 $
 0.12

 $
 0.06

 $
 0..12

 $
 0.03

 Fourth Quarter

 $
 0.14

 $
 0.07

 $
 0.05

 $
 0.03

 Dividend
Policy and Holders

 No
dividends have been paid to date on our common stock and no change of this policy is under consideration by our board of directors. Our
board of directors is not required to declare or pay dividends on our securities. The payment of dividends in the future will be determined
by our board of directors in light of conditions then existing, including our earnings, financial requirements, general business conditions,
reinvestment opportunities, and other factors. There are otherwise no restrictions on the payment of dividends existing at this time.

 ITEM
 6.

 SELECTED
 FINANCIAL DATA

 The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item.

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Liquidity,
Capital Resources and Material Changes in Financial Condition

 As
of December 31, 2023, total assets were $1,458,565 compared to $341,118 in assets as of December 31, 2022. The Company's fixed
assets increased from $283,240 to $1,096,827 due to the capitalization of the CyberloQ Platform, and website development, while the
Company's prepaid expense decreased from $53,811 to $44,564 due to the Company's issuance of 50,000 shares of stock to a
consultant that are being amortized over the one-year length of the contract on a straight-line basis. In addition, the
Company's cash assets were $307,174 as of December 31, 2023 as opposed to $4,067 as of December 31, 2022.

 As
of December 31, 2023, liabilities were $1,021,359 compared to $324,132 in liabilities as of December 31, 2022. This increase in the Company's
liabilities was due to an increase in the Company's convertible debt of $572,095, an increase in accrued interest of $84,948, and
an increase in accrued expenses of $48,324.

 Net
cash used in operating activities for 2023 was $340,780 compared to net cash used in operating activities for 2022 of $371,963. Cash used by operating activities is driven by our net loss, which was approximately $55,622 more than in 2022, and adjusted
by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments for 2023 include stock compensation of
$5000 and amortization of debt discount of $564,596.

 Net
cash used by investing activities for 2023 was $805,363 and was due to the Company capitalizing development costs for the CyberloQ platform
as well as website development costs.

 Net
cash provided by financing activities was $1,449,250 for 2023 as compared to $604,975 for 2022. Proceeds from convertible debt were $1,300,000
in 2023 as compared to $60,000 for 2022. Conversely, proceeds from common stock issuance were $149,250 for 2023 as compared to $422,075
for 2022, and proceeds from common stock to be issued was $0 for 2023 as compared to $50,000 for 2022, and proceeds from notes payable
were $0 for 2022 compared to $125,000 for 2022.

 The
Company had operating revenue of $15,993 in 2023 and is currently reliant on its ability to raise additional capital and/or debt to continue
execution of its business plan to move the Company forward towards profitability. The Company does not anticipate any significant decrease
in its operating expenses for 2024. Unless the Company begins to generate operation revenue, it will be reliant on its ability to raise
additional debt and/or capital in order to continue its operations.

 Results
of Operations for the Years Ended December 31, 2023 and 2022

 The
Company experienced a net loss of $1,026,530 for 2023 compared to net loss of $979,048 for 2022. This increase in the Company's
net loss was primarily due to increases in amortization of debt discount and interest expense. The Company experienced a decrease in
loss from operations in 2023 as compared to 2022. Specifically, the Company experienced a loss from operations of $349,703 for 2023 compared
to a loss from operations of $682,337 for 2022.

 Service
revenue was $15,993 for 2023 in comparison to $2,671 for 2022.

 The
decrease in the Company's loss from operations was primarily due to decreases in professional fees, along with decreases in officer's
compensation and computer and internet expenses.

 Professional
fees were $86,778 in 2023, compared to $424,503 in 2022. This decrease in professional fees was due to the fact that in 2022 the Company
had increased professional fees and increased consulting services related to software development costs associated with upgrading the
source code and infrastructure of its softward to accommodate increased capacity demands.

 Officers'
compensation expense was $210,000 in 2023 as compared to $207,000 in 2022. This increase was due to an increase in officers'
compensation, partially offset by the Company only having two officers instead of three for the majority of 2022.

 Computer
and internet expenses were $18,927 in 2023 as compared to $24,796 in 2022. This decrease was due to a decrease in hosting costs associated
with the Company's private blockchain product.

 The
foregoing drivers of the decrease in the Company's loss from operations for 2023 were partially offset by an increase in the Company's
other operating expenses, travel and entertainment expense, and office supplies and equipment.

 Other
operating expenses were $29,798 in 2023 as compared to $12,733 in 2022. This increase was due to an increase investor relations and OTC
listing fees.

 Travel
and entertainment expenses were $7,818 in 2023 as compared to $1,011 in 2022.

 Office
supplies and equipment were $9,313 in 2023 as compared to $5,848 in 2022.

 For
2023, there were no material change in rent expense, as compared to 2022.

 Although
the Company's loss from operations was $375,390 for 2023, the overall net loss of the Company was $1,034,670 for 2023. This
was primarily due to an amortization of debt discount of $564,596 for 2023 as opposed to $52,623 for 2022.

 In
summary, total revenue was $15,993 for 2023, and the Company is currently reliant on its ability to raise additional debt and/or capital
to continue execution of its business plan to move forward towards profitability. Whether or not there are any material changes in operational
revenues or expenses in 2024 will be highly-dependent upon the Company's ability to enter into material revenue contracts with
customers.

 Critical Accounting Policies and Estimates

 The discussion of our financial condition and results
of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting
principles in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and assumptions on
an ongoing basis. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions,
and the impact of such differences may be material to our consolidated financial statements.

 In Note 1 to the audited financial statements for
the year ended December 31, 2023 included in this report, the Company discussed those accounting policies that are considered to be significant
in determining the results of operations and our financial position. Critical accounting policies are those policies that, in management's
view, are most important in the portrayal of our financial condition and results of operations. The notes to the consolidated financial
statements also include disclosure of significant accounting policies. The methods, estimates and judgments that we use in applying our
accounting policies have a significant impact on the results that we report in our financial statements. These critical accounting policies
require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently
uncertain.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The
Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information
required by this Item.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 The
Company's Financial Statements are set forth below beginning on page F-1 of this Form 10-K.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2023 in accordance with the Committee of Sponsoring Organizations of the
Treadway Commission's 2013 Integrated Framework. Based on that evaluation, our management concluded that our disclosure controls
and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
In addition, due to its current size, the Company currently does not have sufficient staff to maintain appropriate segregation of duties,
as it pertains to application and oversight of internal control processes. Material weaknesses have previously been identified, including
lack of segregation of duties and lack of formal written policies and procedures surrounding financial close and reporting. However,
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. Such officer
also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December
31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 There
exists no information required to be disclosed in a report on Form 8-K during the three-month period ended December 31, 2023, but not
reported.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
directors and officers, as of the date of this filing, are set forth below. The directors hold office for their respective term and until
their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors.
The officers serve at the will of the Board of Directors.

 (a)
& (b) Directors and executive officers:

 Name

 Age

 Position

 Director
 Since

 Enrico
 Giordano

 Vice
 President & Director

 Inception

 Leon
 Hurst

 Director

 February
 2020

 Christopher
 Jackson

 President,
 Sec., Treas. & Director

 Inception

 Rex
 Schuette

 Director

 September
 2017

 The
directors of the Company are elected to serve until the next annual shareholders' meeting or until their respective successors
are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors immediately following the
next annual shareholders' meeting or until removal by the Board of Directors.

 (c)
 Identification of certain significant employees.

 As
of December 31, 2023, there were no persons who were not directors and/or executive officers that were expected to make significant contributions
to the business of the Company.

 (d)
 Family relationships.

 There
are no family relationships between any directors and/or executive officers.

 (e)
 The business experience of the directors and executive officers.

 Enrico
Giordano. Mr. Giordano is a founder and holds a BA degree in Mass Communications from the University of South Florida and has excelled
in Mass Communication Law as his elective studies. Mr. Giordano has been a consultant for over 20 years and has worked with various types
of deal structures, from helping structure the proposed sale and relocation of an NBA franchise to working with a structure on e-business
companies and the web integration field that included associations with executives of corporations such as Compaq, Digital Equipment
Corp., Apple Computer, VisiCorp, Fortress Technologies and IBM. From 2006 through 2007, Mr. Giordano worked on a consulting basis for
SellaVision, Inc., a company involved with the infomercial and electronic retailing industry. From 2008 until present, has also been
instrumental in structuring and negotiating on behalf of the Company. Mr. Giordano has already been successful in creating alliances
that can be significant to the Company's future growth potential. Mr. Giordano will devote most of his time to this effort, thus
helping ensure the success of the Company. For the past two years all of Mr. Giordano's time and efforts have been solely concentrated
on the Company. From price point to structure as well as the marketing of the product to affiliate programs which are now ready to be
rolled out. These are all part of the vision along with Mr. Jackson in order to bring to market a product that is reliable, affordable
and one that can help thousands upon thousands of people in today's economy.

 Leon
Hurst. Mr. Hurst owns and operates a tire distribution, installation and repair business. He also owns a towing and asset recovery
business. Mr. Hurst has been a Gideon member of the Lancaster northeast camp for over twenty years, serving as President, Vice-President
and Treasurer over that time. He is currently serving as the Treasurer of ROFM drug and alcohol treatment ministry as well.

 Christopher
Jackson. Mr. Jackson is a founder and has served as the President and Chief Operating Officer since inception. Mr. Jackson attended
Texas Lutheran University while seeking a degree in Marketing. He has been in sales and management for the better part of 25 years. Mr.
Jackson was instrumental in the Company's original software development platform, TurnScor. Mr. Jackson's main focus will
be the implementation of a scalable CyberloQ platform, alongside sales strategies for growing the Company's revenues. Mr. Jackson
devotes 100% of his time to day to day operations, financial disclosures and reporting along with sales support within the Company.

 Rex
Schuette. Mr. Schuette's vast experience and knowledge in the financial services sector will be instrumental in guiding the
Company forward with its banking relationships. Mr. Schuette was an Executive Vice President and Chief Financial Officer of United Community
Banks, Inc. ("United") for 16 years until his recent retirement in May of 2017. United is one of the largest full-service
banks in the Southeast region of the United States, with over 168 offices and over $11 billion in assets at his retirement. While at
United, Mr. Schuette managed and directed all accounting, financial and reporting activities for the company, and was also responsible
for mergers and acquisitions, investor relations, strategic and capital planning. Prior to his time at United, Mr. Schuette spent 16
years at State Street Corporation, a global financial services company, where he served as the company's Senior Vice President
and Chief Accounting Officer. Mr. Schuette has also served as the Chief Financial Officer of Bank One (Lead Bank), Deputy Comptroller
of Harris Trust Savings Bank, and Assistant Controller of the National Bank of Detroit. The knowledge and experience that Mr. Schuette
brings to the Board will be an important and strategic component of the Company's continued growth in the banking industry, both
domestically and abroad.

 (f)
 Involvement in certain legal proceedings.

 None.

 (g)
 Promoters and control persons.

 None.

 Section
16(A) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish us with copies
of all Section 16(a) forms they file. Based on our review of the EDGAR database, we believe that there are no persons that are delinquent
in filing the required forms for the year ended December 31, 2023.

 Code
of Ethics

 We
have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer
or controller, and persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and
in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal
reporting of violations of our Code of Ethics to an appropriate person or persons identified in the code; and (v) accountability for
adherence to our Code of Ethics. We will provide any person without charge a copy of our code of ethics upon receiving a written request
which may be mailed to our office at 4837 Swift Road Suite 210-1 Sarasota, FL 34231

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Summary
Compensation of Officers

 The
following table sets forth certain information with respect to compensation paid to the Company's executive officers.

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non- Equity
 Inctv. Plan Comp

 Change in pension value & nonqualified deferred comp.earnings

 All Other Comp

 Total

 Christopher Jackson

 2023

 $
 105,000

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $105,000

 President, Secretary, Treasurer & Director (PEO & PFO)

 2022

 $
 90,000

 -

 $
 6,000
 (1)

 $
 -

 $
 -

 $
 -

 $
 -

 $96,000

 Mark Carten

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $15,000

 CTO & Director

 2022

 $
 15,000

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $15,000

 Enrico Giordano

 2023

 $
 90,000

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $90,000

 VP & Director

 2022

 $
 90,000

 $
 -

 $
 6,000
 (1)

 $
 -

 $
 -

 $
 -

 $
 -

 $96,000

 (1)
The employment contracts for Christopher Jackson and Enrico Giordano provide that so long as they are in continuous service to the Company,
on each annual anniversary date of their employment agreements they shall be issued 100,000 shares of the Company's common stock
as an annual bonus.

 (2)
On February 28, 2022, Mark Carten resigned from his officer position with the Company.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table sets forth certain information with respect to outstanding equity awards for the Company's executive officers as
of December 31, 2023.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options (#)
 Exercisable

 Number of Securities Underlying Unexercised Options (#) Un-exercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Option Exercise
 Price
 ($)

 Option Expiration Date

 There are No Incentive-Based Stock Awards Outstanding

 Enrico Giordano
 Vice President

 -

 -

 5,000,000 (1)

 *

 #

 -

 Christopher Jackson
 President, Secretary and Treasurer

 -

 -

 5,000,000 (1)

 *

 #

 -

 *
at 110% of the average of the closing bid price for the ten days preceding the Company's achievement of each performance goal.

 #
All of the options set forth in the above table are performance based and must be exercised within five(5) years of the date that they
vest with the executive.

 (1)
The employment contracts for Enrico Giordano and Christopher Jackson 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, Enrico Giordano and Christopher Jackson 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.

 Compensation
of Directors

 The
Company has not compensated any Board members for their participation on the Board and does not have any standard or other arrangements
for compensating them for such services. The Company may issue shares of common stock or options to acquire shares of the Company's
common stock to members of the Board in consideration for their services as members of the Board. The Company reimburses Directors for
expenses incurred in connection with their attendance at meetings of the Board.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security
Ownership of Management and Certain Beneficial Owners

 The
following table indicates the number of shares of both our common and preferred stock that were beneficially owned as of the date of
filing, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of preferred stock, (2) our directors,
(3) our executive officers, and (4) our directors and executive officers as a group. In general, "beneficial ownership" includes
those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights
to acquire common stock through the exercise of stock options or warrants exercisable currently or that become exercisable within 60
days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares
shown as beneficially owned by them. We based our calculation of the percentage owned on 124,939,754 beneficially owned shares of common
stock outstanding as of the date of filing, and 20,000 beneficially owned shares of preferred stock outstanding on the date of filing.
The address of each director and executive officer listed below is c/o CyberloQ Technologies, Inc., 4837 Swift Road Suite 210-1 Sarasota,
FL 34231.

 Title of Class

 Name

 Number of Common Shares Beneficially Owned

 Percentage of Common Class

 Number of Preferred Shares Beneficially Owned

 Percentage of Preferred Class

 Directors & Officers

 Leon Hurst

 5,248,363

 4.2
 %

 %

 Directors & Officers

 Enrico Giordano (1)

 5,400,000

 4.3
 %

 10,000

 50.00
 %

 Directors & Officers

 Christopher Jackson (1)

 5,900,000

 4.7
 %

 10,000

 50.00
 %

 Directors & Officers

 Rex Schuette

 8,675,000

 6.9
 %

 %

 Officers & Directors as a group (4 persons)

 25,223,363

 20.2
 %

 %

 5% Shareholders

 Neil Berman

 7,275,000

 5.8
 %

 %

 5% Shareholders

 Frederick Andrieni Jr

 7,250,000

 5.8
 %

 %

 The
preferred shareholders vote together with the common stock as a single class and the holders of the preferred stock are entitled to 5,000
votes per share.

 (1)
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.

 Securities
Authorized for Issuance Under Executive Compensation Plans

 As
of December 31, 2023, the Company had equity compensation plans with Christopher Jackson and Enrico Giordano. A summary table of the
potential share issuances based upon these plans is set forth below:

 Equity Compensation Plan Information

 Plan Category

 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity Compensation Plans Approved by Security Holders

 10,000,000

 *

 4,800,000

 Equity Compensation Plans Not Approved by Security Holders

 n/a

 Total

 10,000,000

 *

 4,800,000

 *
The 10,000,000 in options set forth in the above table are exercisable at 110% of the average of the closing bid price for the ten days
preceding the Company's achievement of each performance goal and must be exercised within five(5) years of the vesting date.

 The
employment contracts for Christopher Jackson and Enrico Giordano all include performance incentive stock options based upon the Company
meeting certain performance conditions. These performance incentive stock options were approved by the Company's Shareholders.
The Company did not meet the requisite performance conditions in 2022 or 2023, and it is unknown whether or not the Company will meet
the requisite performance conditions in 2024. The options are exercisable in 500,000 increments upon the Company initially achieving
(cumulatively) $1,000,000 in Gross Revenues, and each additional incentive stock option award will vest upon the Company achieving the
next $1,000,000 increment in cumulative Gross Revenue. At December 31, 2023 and 2022, none of these options have been issued. On February
28, 2022, Mark Carten resigned from his officer position with the Company and is no longer eligible for the equity compensation plan.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 On
August 8, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity date
is December 31, 2023.

 On
September 9, 2020, the Company approved a loan of $100,000 from a director to the Company. The interest rate is 12.5% and the maturity
date is December 31, 2023.

 On
December 28, 2020, the Company approved a loan of $25,000 from a director to the Company. The interest rate is 12.5% and the maturity
date is December 31, 2023.

 On
December 31, 2021, the Company entered into a loan modification agreement with the director which consolidated three outstanding promissory
notes dated August 8, 2020, September 9, 2020, and December 28, 2020 into one loan. The total amount borrowed is $150,000, with an interest
rate of 12.5% and a maturity date of January 1, 2024. Payments of $50,000 plus interest are due to be paid each calendar quarter beginning
on July 1, 2023. On September 30, 2022, the Company entered into a second loan modification agreement with the director extending the
maturity date to January 1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $50,000 plus accrued
interest beginning July 1, 2023. On September 30, 2023, the company entered into a third loan modification agreement with the director
extending the maturity date to August 1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $50,000
plus accrued interest beginning February 1, 2024

 On
February 23, 2022, the Company received a loan from a director in the amount of $50,000, with an interest rate of 12%. The maturity date
for the loan is April 9, 2022. On September 30, 2022 the Company entered into a Loan Modification Agreement with the director extending
the maturity date of this note to January 2, 2023. On December 31, 2022, this note principal of $50,000 and accrued interest of $4,784
was converted into 2,900,000 shares of common stock.

 On
February 23, 2022, the Company received a convertible debt note from a different director in the amount of $50,000, with an interest
rate of 12%, because of the convertible nature of the note a beneficial conversion was recorded as a debt discount in the amount of $50,000.
The maturity date for the loan is July 5, 2022. On June 25, 2022, this note was converted into 2,600,000 shares of common stock, which
were recorded as "shares to be issued" and the debt discount was fully amortized. The 2,600,000 shares were issued during
the quarter ended September 30, 2022.

 Promoters
and Certain Control Persons

 The
Company has not had a promoter at any time during the last five fiscal years.

 In
addition, there are no parents of the Company.

 Director
Independence

 The
directors of the Company, which also include the executive officers of the Company, are not independent directors. Members of the Company's
management may become associated with other firms involved in a range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in
other business activities, management anticipates they will devote as much time to the Company's affairs as is reasonably needed.

 The
officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in
any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated
with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company
or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers
and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage
of opportunities if the Company should decline to do so.

 In
addition, the Company has a Related-Party Transactions Policy whereby the officers and directors of the Company are required to report
to the Board of Directors any activity that would cause or appear to cause a conflict of interest on his or her part. All related-party
transactions are subject to review, approval or ratification in accordance with the Related-Party Transactions Policy.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES.

 The
following table sets forth fees billed to us for principal accountant fees and services during the years ended December 31, 2022 and
December 31, 2023. All services provided by the Company's independent registered accounting firm, Fruci & Associates II, PLLC, have been reviewed and approved
by the Company's Board of Directors.

 2023

 2022

 Audit Fees

 $
 33,750

 $
 30,250

 Audit-Related Fees

 $

 $

 Tax Fees

 $

 $

 All Other Fees

 $

 $

 Total

 $
 33,750

 $
 30,250

 PART
IV

 ITEM
 15.

 EXHIBITS

 Exhibits
have been filed separately with the United States Securities and Exchange Commission in connection with the Annual Report on Form 10-K
or have been incorporated into the report by reference.

 Exhibit

 Description

 3.1(i)

 Articles of Incorporation*

 3.2(i)

 Amended Articles of Incorporation dated May 4, 2010*

 3.3(i)

 Amended Articles of Incorporation dated May 5, 2017**

 3.4(i)

 Amended Articles of Incorporation dated November 20, 2019***

 3.4(ii)

 By-Laws****

 14.1

 Code of Ethics****

 14.2

 Related-Party Transactions Policy****

 14.3

 Anti-Corruption Policy****

 16.1

 Letter re Change in Certifying Accountant *****

 31.1

 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer & Principal Financial Officer.******

 32.1

 Section 1350 Certification of the Principal Executive Officer & Principal Financial Officer.******

 101.1

 Interactive
 data files pursuant to Rule 405 of Regulation S-T.*******

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 by reference through the Registration Statement on form S-1 filed with the Commission on October 26, 2010. (101141203)

 **

 by reference through the Quarterly Report on form 10-Q filed with the Commission on May 11, 2017. (17832815)

 ***

 by reference through the Current Report on form 8-K filed with the Commission on November 1, 2019.

 ****

 by reference through the Current Report on form 8-K filed with the Commission on November 6, 2017.

 *****

 by reference through the Current Report on form 8-K filed with the Commission on May 19, 2017.

 ******

 Filed
 herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

 *******

 Furnished
 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934,
 as amended, and otherwise is not subject to liability under these sections.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 CYBERLOQ
 TECHNOLOGIES, INC.

 By:

 /s/
 Christopher Jackson

 Christopher
 Jackson

 Date:

 President,
 Secretary, Treasurer and Director

 Principal
 Executive Officer

 Principal
 Financial Officer

 Pursuant
to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the
dates indicated.

 CYBERLOQ
 TECHNOLOGIES, INC.

 By:

 /s/
 Enrico Giordano

 Date:

 Enrico
 Giordano, Director

 By:

 /s/
 Leon Hurst

 Date:

 Leon
 Hurst, Director

 By:

 /s/
 Christopher Jackson

 Date:

 Christopher
 Jackson, Director

 By:

 /s/
 Rex Schuette

 Date:

 Rex
 Schuette, Director

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Cyberloq Technologies, Inc. and Subsidiary

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Cyberloq Technologies, Inc. and Subsidiary ("the Company") as
of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders' equity (deficit),
and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to
as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has incurred losses from inception and has an accumulated deficit. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

 Equity
Transactions (Note 6 and 9 to the financial statements)

 Description
of the Critical Audit Matter

 The
Company's evaluation of common shares issuances involves complexity and judgement in applying the relevant accounting standards
when auditing management's conclusions on the classification and recognition of equity transactions upon issuance.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures to evaluate management's calculation and recording of common share issuances included the following:

 We
 evaluated the appropriateness and consistency of management's methods and assumptions used in the identification, recognition,
 measurement, and disclosure of considerations of the underlying share issuances during the year, including the classification with
 respect to the terms and in considering applicable generally accepted accounting standards.

 We
 read the applicable agreements and compared the key terms to management's analysis of the transaction.

 We
 read, evaluated, and tested the reasonableness of management's calculation utilized in the determination of common shares issued.

 We
 evaluated whether management had appropriately considered new information that could significantly change the measurement or disclosure
 of common shares, and evaluated the disclosures related to the financial statement impacts of the transactions.

 We
 reviewed current and subsequent period accounting records and third-party documentation to identify unrecorded equity transactions.

 Fruci
& Associates II, PLLC – PCAOB ID #0 5525

 We
have served as the Company's auditor since 2017.

 Spokane,
Washington

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current Assets

 Cash

 $
 307,174

 $
 4,067

 Accounts receivable

 10,000

 -

 Deposits and prepaids

 44,564

 53,811

 Total Current Assets

 361,738

 57,878

 Fixed Assets

 Cyberloq platform

 1,090,577

 283,240

 Website

 6,250

 -

 Total Fixed Assets

 1,096,827

 283,240

 Total Assets

 $
 1,458,565

 $
 341,118

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts Payable and Accrued Expenses

 $
 96,506

 $
 56,322

 Accrued interest

 132,685

 47,737

 Note Payable – Stockholders

 35,000

 35,000

 Note Payable – Related Party

 150,000

 150,000

 Convertible debt – Stockholders, net

 574,718

 2,623

 Loan payable - SBA

 2,088

 2,088

 Total Current Liabilities

 990,997

 293,770

 Long Term Liabilities

 SBA Loan Payable

 30,362

 30,362

 Total Long Term Liabilities

 30,362

 30,362

 Total Liabilities

 1,021,359

 324,132

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 Common stock: $ 0.001 par value, 200,000,000 shares authorized; 122,589,756 and 119,089,754 shares issued and outstanding, respectively

 122,590

 119,090

 Preferred Stock $ 0.001 per value - 30,000 shares authorized; 20,000 issued and outstanding

 Treasury stock

)

)

 Shares to be Issued: 2,450,000 and 2,450,000 common shares respectively

 Additional Paid in Capital

 8,475,062

 7,031,812

 Accumulated Deficit

 ( 8,259,652
)

 ( 7,233,122
)

 Total Stockholders' Equity

 437,206

 16,986

 Total Liabilities and Stockholders' Equity

 $
 1,458,565

 $
 341,118

 See
accompanying notes to financial statements

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 Revenue

 Service Revenue

 $

 $
 2,671

 License fee

 15,000

 -

 Total Revenue

 15,993

 2,671

 Operational Expense

 Professional Fees

 86,778

 424,503

 Officer's Compensation

 210,000

 207,000

 Travel and Entertainment

 7,818

 1,011

 Rent

 9,573

 9,117

 Computer and Internet

 18,927

 24,796

 Research

 11,036

 -

 Office Supplies and Expenses

 9,313

 5,848

 Other Operating Expenses

 29,798

 12,733

 Total Operating Expenses

 383,243

 685,088

 Loss from Operations

 ( 367,250
)

 ( 682,337
)

 Other Income (Expense)

 Interest

 ( 94,684
)

 ( 30,786
)

 Amortization of debt discount

 ( 564,596
)

 ( 52,623
)

 Loss on settlement of debt

 -

 ( 195,216
)

 Loss on settlement with officer

 -

 ( 18,086
)

 Total Other Income (Expenses)

 ( 659,280
)

 ( 296,711
)

 Provision for Income Taxes

 -

 -

 Net Loss

 $
 ( 1,026,530
)

 $
 ( 979,048
)

 Loss per common share-Basic and diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted Average Number of Common Shares Outstanding Basic and diluted

 121,035,587

 98,649,370

 See
accompanying notes to financial statements

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 For the Years Ended Decmeber 31, 2023 and December 31, 2022

 Common (Issued)

 Common (Unissued)

 Preferred Stock

 Add'l Paid-In

 Treasury

 Common Stock
To be

 Accum.

 Shares

 Shares

 Shares

 Capital

 Stock

 Redeemed

 Deficit

 Total

 Balance as of December 31, 2021

 82,754,515

 $
 82,756

 -

 $
 392,900

 30,000

 $

 $
 5,743,361

 -

 -

 $
 ( 6,254,074
)

 $
 ( 35,027
)

 Balance

 82,754,515

 $
 82,756

 -

 $
 392,900

 30,000

 $

 $
 5,743,361

 -

 -

 $
 ( 6,254,074
)

 $
 ( 35,027
)

 Common stock issued for cash

 26,136,540

 26,136

 -

 ( 163,314
)

 611,439

 -

 -

 474,261

 Common stock issued for services

 2,398,701

 2,398

 147,412

 -

 -

 149,810

 Common stock issued for settlement of debt

 7,500,000

 7,500

 327,500

 335,000

 Common stock issued for officers' fees

 300,000

 ( 92,400
)

 92,100

 -

 Common stock to be issued officers' fees

 -

 12,000

 12,000

 Retirement of convertible debt

 Stock redeemed for officers' settlement

)

 ( 490,000
)

 ( 540,000
)

 Preferred stock redeemed for officers' settlement

 ( 10,000
)

 ( 10
)

 ( 10
)

 Reversal of common stock redeemed for officers' settlement

 490,000

 490,000

 Beneficial conversion feature of convertible debt

 Net loss for period ended December 31, 2022

 ( 979,048
)

 ( 979,048
)

 Balance, as of December 31, 2022

 119,089,754

 119,090

 -

 7,031,812

 $
)

 -

 ( 7,233,122
)

 16,986

 Balance

 119,089,754

 119,090

 -

 7,031,812

 $
)

 -

 ( 7,233,122
)

 16,986

 Common stock issued for cash

 3,450,000

 3,450

 -

 -

 145,800

 -

 -

 149,250

 Common stock issued for services

 -

 -

 4,950

 5,000

 Beneficial conversion feature of convertible debt

 1,292,500

 1,292,500

 Net loss for period ending December 31, 2023

 -

 -

 ( 1,026,530
)

 ( 1,026,530
)

 Balance December 31, 2023

 122,589,756

 $
 122,590

 -

 $

 $

 $
 8,475,062

 $
)

 $
 -

 $
 ( 8,267,792
)

 $
 437,206

 Balance

 122,589,756

 $
 122,590

 -

 $

 $

 $
 8,475,062

 $
)

 $
 -

 $
 ( 8,267,792
)

 $
 437,206

 See
accompanying notes to financial statements

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
the Years Ended December 31,

 2023

 2022

 OPERATING
 ACTIVITIES

 Net
 loss

 $
 ( 1,026,530
)

 $
 ( 979,048
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Amortization
 of debt discount

 564,596

 52,623

 Stock
 Compensation

 5,000

 350,643

 Loss
 on settlement with officer and director

 -

 18,086

 Loss
 on settlement of debt

 -

 195,216

 Change
 in Operating Assets and Liabilities:

 Decrease
 (increase) in accounts receivable

 ( 10,000
)

 -

 Decrease
 (increase) in deposits and prepaids

 1,023

 ( 32,436
)

 Increase
 (decrease) in accounts payable and accrued expenses

 40,184

 ( 5,335
)

 Increase
 (decrease) in accrued interest

 84,948

 28,288

 Net
 Cash Used in Operating Activities

 ( 340,780
)

 ( 371,963
)

 INVESTING
 ACTIVITIES

 Internal
 software development

 ( 800,363
)

 ( 283,240
)

 Website

 ( 5,000
)

 -

 Net
 cash provided by (used) in investing activities

 ( 805,363
)

 ( 283,240
)

 FINANCING
 ACTIVITIES

 Proceeds
 from sale of common stock issuance

 149,250

 422,075

 Proceeds
 from sale of common stock to be issued

 -

 Repayment
 of note principal

 -

 ( 2,100
)

 Proceeds
 from note payable

 -

 125,000

 Proceeds
 from convertible debt

 1,300,000

 Repurchase
 of common stock

 -

)

 Net
 Cash Provided by Financing Activities

 1,449,250

 604,975

 Net
 Increase (Decrease) in Cash and Equivalents

 303,107

 ( 50,228
)

 Cash
 and Equivalents at Beginning of the Period

 4,067

 54,295

 Cash
 and Equivalents at End of the Period

 $
 307,174

 $
 4,067

 SUPPLEMENTAL
 CASH FLOW INFORMATION

 Interest
 Paid

 $
 1,233

 $
 2,500

 Income
 Taxes Paid

 $
 -

 $
 -

 NON-CASH
 DISCLOSURES

 Beneficial
 conversion feature

 $
 1,292,500

 $
 110,000

 stock issued for prepaid expense

 $
 4,849

 $
 119,260

 stock issued for note payable

 $
 -

 $
 141,970

 stock issued from to be issued

 $
 -

 $
 53,000

 See
accompanying notes to financial statements

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Organization
and Nature of Business

Technologies Inc. ("CLOQ", 'We" or the "Company") is a development-stage technology company focused
on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State
of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ

 The
Company offers a proprietary software platform branded as CyberloQ. While previously the Company licensed CyberloQ, in the third
quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.

is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized
access to customer accounts. Through the use of a customer's smart-phone, CyberloQ uses a multi-factor authentication system to
control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ
have been built, and have been successfully integrated into the banking ecosystem.

 The
CyberloQ Vault is a "cloud based' security protocol that allows clients the ability to send/receive secure data without having
to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive
confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well
as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted
data is unusable without the CyberloQ authentication component.

 In
addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name Turnscor which allows customers
to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for Turnscor on their own, the
Company also intends to market Turnscor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added
benefit to offer their customers.

 Basis
of Presentation

 The
financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting
principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S.
dollars. The Company has adopted a December 31 fiscal year end.

 Principles
of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled
operating subsidiaries. All inter-company accounts and transactions have been eliminated. The former wholly-owned subsidiary of the Company, CyberloQ Technologies LTD, had no activity, operational or otherwise,
and is now dissolved.

 Use
of Estimates

 In
preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities
in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company
bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates
and the actual results, future results of operations will be affected.

 F- 7

 Cash
and Cash Equivalents

 Cash
equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains
its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of December 31, 2023, and December 31, 2022,
the Company had $ 57,174 and $ 0, respectively deposits in excess of federally-insured limits.

 Research
and Development, Software Development Costs, and Internal Use Software Development Costs

 Software
development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological
feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists,
this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established
include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii)
whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the
software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized
costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software
development costs is evaluated on the expected performance of the specific products for which the costs relate.

 During
the years ended December 31, 2023 and 2022, we capitalized $ 800,363
and $ 283,240,
respectively, of development costs for the CyberloQ platform and we expensed zero
and zero,
respectively, for expenditures on research and development. None was paid to related parties.

 Internal
use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external
and internal computer software costs incurred during the application development stage. The application development stage is characterized
by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred,
while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

 In
accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides
that certain planning and training costs incurred in the development of website software be expensed as incurred, while application
development stage costs are to be capitalized. During the year ended December 31, 2023 the Company began capitalizing website
development costs, which totaled $ 5,000.

 Fixed
Assets, Intangibles and Long-Lived Assets

 The
Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed
assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is
recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging
from three to fifteen years.

 The
Company follows FASB ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset"
approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for
a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.
Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. As of December 31,
2020, the Company wrote-off the book value of the Cyberloq technology software fixed asset and recorded software impairment expense of
$ 321,725. Even though the software asset was written-off as impaired as of December 31, 2020, the software asset continued to be functionable
but required updating the software programming code to current technology standards. During 2021, the Company developed and implemented
a business plan to fully update the Cyberloq Secure Solution and feasibility of the software to meet the demands of the market. As of
January 1, 2022, the Company began capitalizing software costs which totaled $ 1,082,353 as of December 31, 2023.

 F- 8

 Revenue
Recognition

 Effective
January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers.

 Revenue
Recognition Policy

 Under
ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects
the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606,
the Company performs the following steps:

 1)

 Identify
 the contract(s) with a customer;

 2)

 Identify
 the performance obligations in the contract;

 3)

 Determine
 the transaction price;

 4)

 Allocate
 the transaction price to the performance obligations in the contract; and

 5)

 Recognize
 revenue when (or as) we satisfy a performance obligation.

 The
Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including
CyberloQ Vault, and from licensing fees for the TurnScor product.

 The
revenue derived from the CyberloQ banking fraud technology products are comprised of three components. First, there is a development
and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager's ecosystem in
order to add the CyberloQ authentication to the bank's payment cards, website or digital service. This fee is customarily paid
in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since
completion of a milestone is subject to each customer's approval, there are significant judgments involved in the
determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion
of each milestone. Second, where the Company's agreement is with a processor as opposed to an end user customer, there is an
API license fee that is accrued monthly. Third, revenue from user fees are accrued monthly based over the number of individual card
users each month.

 The
revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to
the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily
paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since
completion of a milestone is subject to each customer's approval, there are significant judgments involved in the determination
of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone.
Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month.

 License
fees generated by the nonexclusive licensing of the Company's TurnScor product are accrued monthly.

 As
of December 31, 2023, and December 31, 2022, the Company had $ 0 in contract assets and contract liabilities.

 Accounts
Receivable

 The
Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company's
best estimate of the amount of profitable credit losses in the Company's existing accounts receivable. The Company determines the
allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances
are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Management
believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes
that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could
change.

 F- 9

 Fair
Value Measurements

 For
certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable
and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

 The
Company has adopted FASB ASC 820-10, "Fair Value Measurements and Disclosures." FASB ASC 820-10 defines fair value,
and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for
fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify
as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination
of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:

 Level
 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 The
Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair
value in accordance with FASB ASC 815.

 Segment
Reporting

 FASB
ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The
management approach model is based on the way a company's management organizes segments within the company for making operating
decisions and assessing performance. The Company determined it has one operating segment.

 Advertising

 Advertising
costs are expensed as incurred. Advertising expense for the years ended December 31, 2023 and 2022 were $ 84 and $ 8,418, respectively.

 Income
Taxes

 Deferred
income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of
the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax
laws and rates of the date of enactment.

 When
tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely
of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken
that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance
sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable
interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
The Company is not aware of uncertain tax positions.

 F- 10

 Earnings
(Loss) Per Share

 Earnings
per share is calculated in accordance with the FASB ASC 260-10, "Earnings Per Share." Basic earnings (loss) per share is
based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that
all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 At
December 31, 2023 and December 31, 2022, the Company has no
warrants outstanding, 10,000,000 options outstanding, but none of them have vested, are not exercisable and therefore not included,
and had 68,000,000
and 3,000,000
convertible debt shares irrespectively that could have been exercised and could have been dilutive to the existing number of shares
issued and outstanding. The convertible debt shares were not included in the weighted average shares outstanding as they were
anti-dilutive.

 The
computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial
statements.

 Stock
Based Compensation

 The
Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of
the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using
the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related
services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values
the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using
the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy.

 Leases

 FASB
issued ASU No. 2016-02, Leases (Topic 842), which establishes a comprehensive new lease accounting model. The new standard: (a)
clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and,
(c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases.
The standard became effective for calendar years beginning after December 15, 2018.

 The
Company has made an accounting policy election not to recognize right of use assets and lease liabilities that arise from short term
leases for any class of asset.

 In
May, 2022, the Company signed an addendum to the 12-month lease above to extend it for an additional year at a rate of $ 719 per month.

 Recent
Accounting Pronouncements

 During
the year ended December 31, 2023, the Company adopted Accounting Standards Update ("ASU") ASU 2020-06, Debt – Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic
815-40) ("ASU 2020-06)". The update simplifies the accounting for convertible debt instruments and convertible preferred
stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from
the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per
share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

 F- 11

 NOTE
2 – SOFTWARE AND WEBSITE

 Software
and website, recorded at cost, consisted of the following:

OF SOFTWARE AND COMPUTER EQUIPMENT

 Cyberloq platform

 $
 1,090,577

 $
 283,240

 Website

 6,250

 -

 Software and computer equipment

 -

 -

 Fixed asset, gross

 -

 -

 Less: accumulated amortization

 -

 -

 Fixed assets, net

 $
 1,096,827

 $
 283,240

 Amortization
expense was $ 0 and $ 0 for the years ended December 31, 2023 and 2022, respectively.

 NOTE
3 – GOING CONCERN

 The
Company has incurred losses since Inception resulting in an accumulated deficit of $ 8,259,652
as of December 31, 2023 that includes a loss of $ 1,026,530
for the year ended December 31, 2023. Further losses are anticipated in the development of its business. Accordingly, there is
substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are
issued.

 The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could
result from the outcome of this uncertainty.

 The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.

 NOTE
4 – SERVICES AGREEMENT

 On
September 25, 2023, the Company entered into a Services Agreement with QRails, Inc to integrate the features of CyberloQ and its
multi-factor security protocol into QRails' processing platform. As a result of the integration, anyone who has their card processing
services through QRails will have the option to utilize the features of CyberloQ in conjunction with their card programs. The agreement
also includes the integration of CyberloQ into the card network of XTM, Inc. Under the terms of the Agreement, the Company will pay $ 100,000
to QRails for scoping and planning, and integration payable in two installments. The first installment was paid at signing in the amount
of $ 50,000 and was capitalized on the balance sheet. The second installment was paid on October 15, 2023 in the amount of $ 50,000. Additionally,
QRails will pay a monthly API licensing fee in the amount of $ 5,000 beginning October 30, 2023 and ending on April 30, 2024.

 NOTE
5 – SETTLEMENT AGREEMENT

 On
February 28, 2022, the Company signed a Separation and Release of Claims Agreement with an employee, officer and director of the Company.
The terms of the agreement are as follows:

 The
 employee resigned from the Company's Board of Directors

 The
 employee resigned his position as an officer of the Company, and his employment agreement was terminated

 The
 employee assigned and transferred 10,000 shares of preferred stock to be canceled and extinguished by the Company. A loss of $ 10
 was recorded

 The
 Company will pay the $ 50,000 as a severance payment. This was paid on the date of the agreement and a loss of $ 18,076 was recorded

 The
 Company and the employee entered into a Common Stock Redemption Agreement by which the Company will purchase 5,400,000 shares of
 the Company's common stock owned by the employee at $ 0.10 per share for a total of $ 540,000. The Company repurchased 500,000
 for $ 50,000 at the date of the agreement and recorded a settlement liability of $ 490,000.

 Payments
 under the Common Stock Redemption Agreement are as follows:

OF COMMON STOCK REDEMPTION

 Date

 Shares Redeemed

 02/28/22

 $

 500,000

 09/01/22

 163,333

 1,633,333

 03/01/23

 163,333

 1,633,333

 09/01/23

 163,333

 1,633,334

 9/13/22 Termination of Agreement

 $
 ( 540,000
)

 ( 5,400,000
)

 Balance as of 9/30/22

 —

 On
September 1, 2022, the Company failed to make the stock redemption payment of $ 163,333
due under the agreement. Thereafter on September 13, 2022, as provided for by the agreement, the employee elected to declare the
agreement terminated and null and void. As a result of the termination, all of the not-yet-redeemed shares became immediately freely
transferable by the employee without restriction. The Company then released the restriction on the shares and eliminated the
liabilities and shares to be redeemed on the balance sheet. On February 13, 2024, the Superior Court of New Jersey entered an order granting the request of Cyberloq Technologies,
Inc., a Nevada corporation (the "Company") to dismiss the matter of Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22)
which was related to the Separation and Release of Claims Agreement. The litigation has now been dismissed without prejudice and is no
longer pending.

 NOTE
6 – STOCKHOLDERS' EQUITY

Stock

 The
Company has 200,000,000 shares of $.001 par value common stock authorized as of December 31, 2023 and December 31, 2022.

 During
the, 2023, the Company received $ 149,250 in payment for 3,450,000 shares of common stock and issued 50,000 for services valued at $ 5,000.

 During
2022, the Company received $ 474,261 in payment for 26,136,540 shares of common stock; issued 2,398,701 shares of common stock for services
valued at $ 149,810; issued 7,500,000 shares of common stock for settlement of debt and accrued interest of $ 335,000, which resulted in
a loss of $ 195,216; issued 300,000 shares to officers and directors, previously recorded as "to be issued". Also, the Company
recorded $ 12,000 for 200,000 shares of common stock as "to be issued" for officers' compensation for 2022.

 Treasury
Stock

 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.

 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.

 F- 12

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

 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.

 NOTE
7 – SBA EIDL Loan

 On
June 9, 2020, the Company received an Economic Injury Disaster Loan from the Small Business Administration in the amount of $ 35,600.
The loan has a term of thirty years and an interest rate of 3.75 % per annum. Payments in the amount of $ 174 monthly will begin twelve
months from the date of the note. During the year ended December 31, 2023 the Company paid $ 1,745 in interest.

OF MATURITIES OF REPAYMENT OF LOAN

 Payment Obligations

 2024

 2,088

 2025

 2,088

 2026

 2,088

 2027 to 2050

 24,098

 Total

 $
 32,450

 NOTE
8 – COMMITMENTS

 In
May 2022, the Company extended its existing lease for office space at 4837 Swift Rd Sarasota, FL 34231 at a rate of $ 719 per month.

 In
April 2023, the Company signed a new lease for office space at its existing location at 4837 Swift Rd Sarasota, FL 34231 at a rate
of $ 804
per month. The lease is for 12 months and can be terminated by the Company upon sixty days' notice. The Company has made an accounting policy election not to recognize right of use assets and lease liabilities that
arise from short term leases for any class of asset.

 The
Company has commission agreements as follows:

 An
 agreement with a shareholder and director of the Company stating that the executive will be entitled to a two-and-a half-percent
 ( 2.5 %) commission of the gross revenue recorded by the Company for any customer contracts that are closed by the Company at the time
 of and during the duration of the agreement. These commissions are payable quarterly upon receipt of customer revenues.

 An
 agreement with two sales managers granting each manager a 1 % commission on the gross revenue of the Company. These commissions are
 payable quarterly upon receipt of customer revenues.

 NOTE
9 – RELATED PARTY TRANSACTIONS

 Related
Parties and Stockholders Notes Payable

 The
following is a summary of related party notes payable:

OF RELATED PARTY LOANS PAYABLE

 For the Periods Ended

 Notes payable – stockholders

 $
 35,000

 $
 35,000

 Convertible debt - stockholders

 840,000

 Notes payable – related parties

 $
 150,000

 $
 150,000

 F- 13

 Notes
Payable - Stockholders

 On
December 29, 2014, the Company entered into a partially-convertible promissory note with a stockholder in the amount of $ 35,000.
In January of 2015, the stockholder partially-exercised its conversion option, and in May of 2016 the stockholder exercised the
remainder of its conversion option. In December 2017, the remaining unpaid principal and interest due on the note was settled in
full for a $ 50,000
note and the Company recognized $ 151,324
in gain on settlement of debt. The $ 50,000
note has a current principal balance of $ 35,000,
a stated interest rate of 0 %, required
payments of $ 5,000
on or before June 10, 2019, $ 5,000
on or before August 10, 2019 and the remainder due by the extended due date of September 15, 2019. As of December 31, 2023,
the payments due have not been extended and the Company plans to repay the notes in 2024.

 On
April 26, 2021, the Company entered into a promissory note with a stockholder in the amount of $ 10,000 with a maturity date of May 1,
2023. The note bears interest of 12.5 % computed on a 365-day year. The Company is required to begin making monthly payments in the amount
of $ 937.50 on May 1, 2022, continuing through April 1, 2023. The Company may prepay the note on or before May 1, 2022 by paying a prepayment
penalty of $ 1,250. On June 1, 2022, the Company entered into a promissory note with a stockholder in the amount of $25,000 with a maturity
date of June 3, 2023. The note bears interest of 12 % computed on a 365-day year. The Company may prepay the note at any time. On June
28, 2022, the stockholder settled that note, as well a prior note in the amount of $ 10,000 into 2,000,000 shares of common stock.

 Convertible
Debt - Stockholders

OF CONVERTIBLE NOTES

 Principal

 $
 1,360,000

 $

 Beneficial Conversion Feature

 ( 1,352,500
)

 ( 60,000
)

 Amortization of Debt Discount

 567,218

 2,623

 Convertible Debt - Stockholders, net

 $
 574,718

 $
 2,623

 On
December 8, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000. The note bears
interest of 12.0 % computed on a 365-day year, and a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 20, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented beneficial
conversion feature. The beneficial conversion with an intrinsic value of $ 30,000 at December 8, 2022 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 14, 2022, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000. The note bears
interest of 12.0 % computed on a 365-day year, and a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 16, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 30,000 at December 14, 2022 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
January 13, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (January 13, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 42,500 at January 13, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 F- 14

 On
February 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (February 1, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 10,000 at February 1, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
February 3, 2023, the Company entered into a convertible promissory note with a different stockholder in the amount of $ 100,000. The
note bears interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the
note is paid to the Company (February 1, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal
balance is convertible at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note
represented a beneficial conversion feature. A beneficial conversion with an intrinsic value of $ 100,000 at January 13, 2023 was determined
by subtracting the conversion price from the common stock market price on that day and multiplying that amount by the number of shares
the note is convertible into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and
being amortized over the life of the loan.

 On
February 10, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (February 24, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at February 24, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
February 21, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 20,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (February 21, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 20,000 at February 21, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
April 4, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (April 4, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at April 4, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 F- 15

 On
May 17, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 45,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (May 17, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at
a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 45,000 at May 17, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
May 17, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (May 17, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at
a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 30,000 at May 17, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
June 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (June 2, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at
a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at June 2, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
June 5, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 100,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (June 5, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at
a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 100,000 at June 5, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
August 2, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (August 2, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at August 2, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
August 3, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 30,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (August 3, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 30,000 at August 3, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 F- 16

 On
August 18, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 45,000. The note bears interest
of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the
Company (August 18, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 45,000 at August 18, 2023 was determined by subtracting the conversion
price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible into,
was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the life

 On
August 24, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 150,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (August 24, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 150,000 at August 24, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
October 11, 2023, the Company entered into five convertible promissory notes with stockholders in the amount of $ 50,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (October11, 2024). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at October 11, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
October 23, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 50,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (October 23, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 50,000 at October 23, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
November 16, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 60,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (November 16, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 60,000 at November 16, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 F- 17

 On
December 18, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 15,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 18, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 15,000 at December 18, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 19, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 15,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 19, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 15,000 at December 19, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 20, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 20, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 10,000 at December 20, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 21, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 21, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 10,000 at December 21, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 22, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 22, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 10,000 at December 22, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 On
December 22, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 22, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 10,000 at December 22, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 F- 18

 On
December 26, 2023, the Company entered into a convertible promissory note with a stockholder in the amount of $ 300,000. The note bears
interest of 12.0 % computed on a 365-day year and has a maturity date of one year from the date that the full amount of the note is paid
to the Company (December 26, 2023). At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible
at a price of $ 0.02 per share. The Company may prepay the note at any time. The conversion feature of the note represented a beneficial
conversion feature. A beneficial conversion with an intrinsic value of $ 300,000 at December 26, 2023 was determined by subtracting the
conversion price from the common stock market price on that day and multiplying that amount by the number of shares the note is convertible
into, was calculated as a beneficial conversion discount to the note, which is recorded as a debt discount and being amortized over the

 Notes
Payable - Related Parties

 On
December 31, 2021, the Company entered into a loan modification agreement with a director which consolidated three outstanding promissory
notes dated August 8, 2020, September 9, 2020, and December 28, 2020 into one loan. The total amount borrowed is $ 150,000, with an interest
rate of 12.5 % and a maturity date of April 1, 2023. The Company was required to pay an extension penalty in the amount of $ 2,500. On
September 30, 2022, the Company entered into a second loan modification agreement with the director extending the maturity date to January
1, 2024. Additionally, the Company will begin paying quarterly installments in the amount of $ 50,000 plus accrued interest beginning
December 1, 2023. On September 30, 2023, the Company entered into a second loan modification agreement with the director extending the
maturity date to August 1, 2024. Additionally, the Company paid $ 7,500 in accrued interest and will begin paying $ 50,000 plus accrued
interest beginning February 1, 2024

 On
February 23, 2022, the Company received a loan from a director in the amount of $ 50,000, with an interest rate of 12 %. The maturity date
for the loan is April 9, 2022. On September 30, 2022 the Company entered into a Loan Modification Agreement with the director extending
the maturity date of this note to January 2, 2023. On December 31, 2022, this note principal of $ 50,000 and accrued interest of $ 4,784
was converted into 2,900,000 shares of common stock.

 On
February 23, 2022, the Company received a convertible debt note from a different director in the amount of $ 50,000, with an interest
rate of 12 %, because of the convertible nature of the note a beneficial conversion was recorded as a debt discount in the amount of $ 50,000.
The maturity date for the loan is July 5, 2022. On June 25, 2022, this note was converted into 2,600,000 shares of common stock, which
were recorded as "shares to be issued" and the debt discount was fully amortized. The 2,600,000 shares were issued during
the quarter ended September 30, 2022.

 NOTE
10 – SUBSEQUENT EVENTS

 On January 9, 2024, the Company
entered into a convertible promissory note with a stockholder in the amount of $ 10,000. The note bears interest of 12.0 % computed on a
365-day year and has a maturity date of one year from the date that the full amount of the note is paid to the Company (January 10, 2024).
At any time prior to the maturity date, or on the maturity date the unpaid principal balance is convertible at a price of $ 0.02 per share.
The Company may prepay the note at any time. The conversion feature of the note represented a beneficial conversion feature. A beneficial
conversion with an intrinsic value of $ 10,000 at January 10, 2024 was determined by subtracting the conversion price from the common stock
market price on that day and multiplying that amount by the number of shares the note is convertible into, was calculated as a beneficial
conversion discount to the note, which is recorded as a debt discount and being amortized over the life of the loan.

 On January 10, 2024, the
Company received $ 100,000 in cash for 2,000,000 shares of common stock. The shares were issued on January 17, 2024.

 The
Company is not aware of any other subsequent events through the date of this filing that require disclosure or recognition in these financial
statements.

 F- 19