The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Condensed Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10K filed with the Securities and Exchange Commission for the period ending December 31, 2021. Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements". These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.





Company History

CyberloQ Technologies Inc. ("CLOQ", 'We" or the "Company") was incorporated in Nevada on February 25, 2008 as Advanced Credit Technologies, Inc. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. 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, to date CyberloQ Technologies LTD has had no activity, operational or otherwise.

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.

CyberloQ is a multi-factor authentication (MFA) fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer (digital assets) accounts. Through the use of a customer's smart-phone, CyberloQ uses its proprietary MFA system to control access to a bank card(s), websites, databases, or other digital services. The API applications for CyberloQ are being developed, and will be implemented during our initial launch sequence.

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.





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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.

Liquidity, Capital Resources and Material Changes in Financial Condition

As of September 30, 2022, the Company's assets were $311,946 compared to $264,503 in assets as of December 31, 2021. The change in the Company's financial condition can be attributed to an increase in fixed assets of $211,760 offset by a decrease in prepaid expense from $210,208 to $61,515 as well as a decrease in cash from $54,295 to $38,671. .

As of September 30, 2022, the Company's liabilities were $353,878 compared to $299,530 in liabilities as of December 31, 2021. This change in the Company's financial condition was due to an increase in loan payable related party of $50,000, along with an increase of $19,444 in accrued interest, and was partially offset by a decrease in loan payable stockholders of $10,000, a decrease of $3,521 in accounts payable and accrued expenses, a decrease of $1,575 in loan payable SBA.

Net cash used in operating activities for the nine-month period ending September 30, 2022 was $339,764 compared to $418,372 for 2021. Cash provided by or used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets and liabilities. At September 30, 2022, there was $318,042 in stock compensation; $18,086 in loss on settlement with an officer and director; $50,000 in amortization of debt discount and $105,000 in loss on settlement of debt.

Net cash used by investing activities was $211,760 for the nine months ended September 30, 2022 as compared to $0 for 2021.

Net cash provided by financing activities was $535,900 for the nine months ended September 30, 2022 as compared to $395,000 for 2021.

The Company had gross revenue of $3,087 for the nine months ended September 30, 2022 compared to gross revenue of $900 for the nine months ended September 30, 2021, and is currently reliant on its ability to raise additional capital 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 the remainder of 2022. Unless the Company begins to generate operational revenue, it will be reliant on its ability to raise additional capital in order to continue its operations.

Results of Operations for the Nine Months Ended September 30, 2022 and 2021

Company revenue was $3,087 for the nine months ended September 30, 2022 as opposed to $900 for the nine months ended September 30, 2021.

The Company's operating expenses were $579,429 for the nine months ended September 30, 2022 as opposed to $569,217 for the nine months ended September 30, 2021. This increase in operating expenses was primarily driven by an increase in professional fees along with an increases in computer and internet expenses and operating expenses.





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Professional fees were $374,589 for the nine months ended September 30, 2022, compared to $284,822 for the nine months ended September 30, 2021. This increase in professional fees was due to increased consulting services as a result of increased software development costs associated with upgrading the source code and infrastructure to accommodate increased capacity demands.

Computer and internet expenses were $18,316 for the nine months ended September 30, 2022 as compared to $8,236 for the nine months ended September 30, 2021. This increase was due to increased web hosting costs.

Other operating expenses were $11,910 for the nine months ended September 30, 2022 as compared to $9,128 for the nine months ended September 30, 2021.

The Company also experienced decreases in certain categories of expenses as follows.

Research was $0 for the nine months ended September 30, 2022 as compared to $50,009 for the nine months ended September 30, 2021. Research was $0 for the nine months ended September 30, 2022 as the Company began capitalizing costs.

Officers' compensation was $162,000 for the nine months ended September 30, 2022 as compared to $202,500 for the nine months ended September 30, 2021. This decrease was due to the Company only having two officers as of February 28, 2022 instead of three.

Office supplies and expenses were $4,918 for the nine months ended September 30, 2022, compared to $5,783 for the nine months ended September 30, 2021.

There were no material changes in the Company's rent, sales commission, travel and entertainment, and office supplies expenses in the first nine months of 2022 as compared to the first nine months of 2022.

As a result of the foregoing, the Company experienced a net loss from operations of $576,342 in the nine months ended September 30, 2022 compared to a net loss from operations of $568,317 in the nine months ended September 30, 2021.

Results of Operations for the Three Months Ended September 30, 2022 and 2021

Company revenue was $1,683 for the three months ended September 30, 2022 as opposed to $954 for the three months ended September 30, 2021.

The Company's operating expenses were $112,664 for the three months ended September 30, 2022 as opposed to $279,261 for the three months ended September 30, 2021. This decrease in operating expenses was primarily due to a decrease in professional fees.

Professional fees were $34,192 for the three months ended September 30, 2022, compared to $153,511 for the three months ended September 30, 2021. This decrease in professional fees is due to the timing of the payment due dates for the software development costs associated with upgrading the source code.

Research expenses were $0 for the three months ended September 30, 2022, compared to $47,854 for the three months ended September 30, 2021. This is due to the Company capitalizing research and development.

Officers' compensation was $57,000 for the three months ended September 30, 2022 as compared to $67,500 for the three months ended September 30, 2021. This decrease was due to the Company only having two officers as of February 28, 2022 instead of three.

The Company also experienced increases in certain categories of expenses as follows.





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Other operating expenses were $9,726 for the three months ended September 30, 2022 as compared to $3,064 for the three months ended September 30, 2021.

Computer and internet expenses were $6,679 for the three months ended September 30, 2022 as compared to $3,508 for the three months ended September 30, 2021. This increase was due to increased web hosting costs.

Office supplies and expenses were $2,643 for the three months ended September 30, 2022, compared to $1,635 for the three months ended September 30, 2021.

Finally, there were no material changes in the Company's rent, sales commission, and travel and entertainment expenses in the three months ended September 30, 2022 as opposed to the three months ended September 30, 2021.

As a result of the foregoing, the Company experienced a net loss from operations of $110,981 in the three months ended September 30, 2022 compared to a net loss from operations of $278,307 in the three months ended September 30, 2021.

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