Exhibit 99.1
HISTORICAL FINANCIAL STATEMENTS OF SECUVANT, LLC
Index
| A. | Audited
Financial Statements as of December 31, |
| B. | Unaudited
Condensed Financial Statements as of June 30, |
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SECUVANT, LLC
FINANCIAL STATEMENTS
For
the Years Ended December 31,
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SECUVANT, LLC
TABLE OF CONTENTS
| 3 |

| 4 |
BALANCE SHEETS
December 31, 2025 and 2024
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 478,981 | $ | 339,565 | ||||
| Accounts receivable | 296,978 | 492,065 | ||||||
| Prepaid expenses and other current assets | 68,782 | 10,540 | ||||||
| Total current assets | 844,741 | 842,170 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 78,697 | 314 | ||||||
| Software development costs, net | 77,158 | 99,289 | ||||||
| Total assets | $ | 1,000,596 | $ | 941,773 | ||||
| LIABILITIES AND MEMBERS’ DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 241,850 | $ | 623,099 | ||||
| Deferred revenue and customer deposits | 800,496 | 1,121,180 | ||||||
| Line of credit | — | 60,000 | ||||||
| Current portion of notes payable | 13,001 | 4,446 | ||||||
| Current portion of note payable – related party | 44,000 | 44,000 | ||||||
| Total current liabilities | 1,099,347 | 1,852,725 | ||||||
| Non-current liabilities: | ||||||||
| Notes payable, net of current portion | 273,400 | 204,124 | ||||||
| Note payable – related party, net of current portion | 106,333 | 150,333 | ||||||
| Total liabilities | 1,479,080 | 2,207,182 | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| MEMBERS’ DEFICIT | ||||||||
| Members’ capital | 281,782 | 281,782 | ||||||
| Accumulated deficit | (760,266 | ) | (1,547,191 | ) | ||||
| Total members’ deficit | (478,484 | ) | (1,265,409 | ) | ||||
| Total liabilities and members’ deficit | $ | 1,000,596 | $ | 941,773 | ||||
The accompanying notes are an integral part of these financial statements.
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INCOME STATEMENTS
For the Years Ended December 31, 2025 and 2024
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 2,336,556 | $ | 2,485,868 | ||||
| Cost of revenue | 736,942 | 1,276,063 | ||||||
| Gross profit | 1,599,614 | 1,209,805 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | 509,569 | 445,841 | ||||||
| Management and consulting fees – related parties | 319,008 | 379,073 | ||||||
| Depreciation of property and equipment | 8,956 | 2,640 | ||||||
| Amortization of software development costs | 81,638 | 78,847 | ||||||
| Total operating expenses | 919,171 | 906,401 | ||||||
| Income from operations | 680,443 | 303,404 | ||||||
| Other income (expense): | ||||||||
| Interest expense | (14,871 | ) | (28,013 | ) | ||||
| Other income (expense), net | 121,353 | (106,859 | ) | |||||
| Total other income (expense), net | 106,482 | (134,872 | ) | |||||
| Net income | $ | 786,925 | $ | 168,532 | ||||
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
For
the Years Ended December 31,
Members’ Capital | Accumulated Deficit | Total Members’ Deficit | ||||||||||
| Balance, December 31, 2023 | $ | 281,782 | $ | (1,715,723 | ) | $ | (1,433,941 | ) | ||||
| Net income | — | 168,532 | 168,532 | |||||||||
| Balance, December 31, 2024 | 281,782 | (1,547,191 | ) | (1,265,409 | ) | |||||||
| Net income | — | 786,925 | 786,925 | |||||||||
| Balance, December 31, 2025 | $ | 281,782 | $ | (760,266 | ) | $ | (478,484 | ) | ||||
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF CASH FLOWS
For
the Years Ended December 31,
| December 31, 2025 | December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 786,925 | $ | 168,532 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation of property and equipment | 8,956 | 2,640 | ||||||
| Amortization of software development costs | 81,638 | 78,847 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 195,087 | (432,940 | ) | |||||
| Prepaid expenses and other current assets | (58,243 | ) | 7,867 | |||||
| Accounts payable and accrued liabilities | (381,249 | ) | (134,271 | ) | ||||
| Deferred revenue and customer deposits | (320,684 | ) | (112,156 | ) | ||||
| Net cash provided by (used in) operating activities | 312,430 | (421,481 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Capitalized software development costs | (59,505 | ) | (6,529 | ) | ||||
| Purchases of equipment | (1,439 | ) | — | |||||
| Net cash used in investing activities | (60,944 | ) | (6,529 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from line of credit | — | 60,000 | ||||||
| Repayments of line of credit | (60,000 | ) | — | |||||
| Repayments of note payable – related party | (44,000 | ) | (44,000 | ) | ||||
| Repayments of notes payable | (8,070 | ) | (5,154 | ) | ||||
| Net cash (used in) provided by financing activities | (112,070 | ) | 10,846 | |||||
| Net increase (decrease) in cash | 139,416 | (417,164 | ) | |||||
| Cash, beginning of year | 339,565 | 756,729 | ||||||
| Cash, end of year | $ | 478,981 | $ | 339,565 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | 14,871 | 27,655 | ||||||
| Non-cash financing activities: | ||||||||
| Vehicle acquired through issuance of note payable | 85,900 | — | ||||||
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
For
the Years Ended December 31,
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Secuvant, LLC (the “Company”, “Secuvant”, “we”, “us” or “our”) is a Utah limited liability company headquartered in Utah. The Company provides managed cybersecurity services to commercial customers, principally in the United States. Cybersecurity services include managed detection and response (“MDR”), risk and program management (“RPM”), and threat and vulnerability management (“TVM,” marketed as Panoptic), together with security assessments, penetration testing and consulting projects. The Company is governed by its Amended and Restated Operating Agreement dated November 5, 2019, and its managing member directs its day-to-day operations.
Acquisition by Cycurion, Inc.
On June 3, 2026, Cycurion, Inc. (“Cycurion”), a Delaware corporation whose common stock is listed on The Nasdaq Global Market, acquired 100% of the membership interests of the Company pursuant to an Agreement and Plan of Merger dated May 21, 2026, under which Cycurion Merger Sub, LLC, a wholly owned subsidiary of Cycurion, merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Cycurion (the “Acquisition”). As a result, the Company is a wholly owned subsidiary of Cycurion, and Cycurion, as the Company’s parent, controls the Company’s operations, financing and cash management. The Company’s services and technology are being integrated into Cycurion’s cybersecurity offerings. The Acquisition is further described in Note 17.
Emerging Growth Company
Cycurion is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards, and Cycurion has elected not to opt out of this extended transition period. Because these financial statements are included in a filing of Cycurion, the Company applies new or revised accounting standards using the effective dates applicable to private companies. This may make comparison of the Company’s financial statements with those of a public company that is neither an emerging growth company nor an emerging growth company that has opted out of the extended transition period difficult or impossible because of the potential differences in accounting standards used.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
These financial statements have been prepared pursuant to Rule 3-05 and Article 8 of Regulation S-X for inclusion in a Current Report
on Form 8-K of Cycurion. The Company’s fiscal year ends on December 31, and the accompanying financial statements present the Company’s
financial position as of December 31,
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. The Company regularly assesses these estimates. We base our estimates on historical experience, currently available information, and various other assumptions that we believe are reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to the period over which revenue is recognized, the allowance for credit losses, the useful lives of property and equipment and software development costs, the valuation and impairment of software development costs and other long-lived assets, the classification of debt maturities, and contingencies. The Company does not recognize revenue using cost-based measures of progress. Actual results could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
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Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company accounts for a contract with a customer that is within the scope of this topic only when the five steps of revenue recognition under ASC 606 are met. Revenue is derived primarily from managed cybersecurity services provided to commercial customers, which are recognized over time as the services are delivered.
Step 1 – Identify the contract with a customer. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services are transferred to the customer. Contracts are generally documented in master services agreements and statements of work that specify the services, the service period, pricing and payment terms. The Company also evaluates whether two or more agreements should be accounted for as one single contract.
Step
2 – Identify the performance obligations. At contract inception, the Company determines whether the services to be provided are
to be accounted for as a single performance obligation or as multiple performance obligations. Each managed service (MDR, RPM and TVM)
is a stand-ready obligation consisting of a series of distinct service periods that are substantially the same and have the same pattern
of
Step 3 – Determine the transaction price. When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled, limited to the extent that it is probable that a significant reversal will not occur in a subsequent period. The Company’s contracts consist primarily of fixed monthly, quarterly or annual fees; variable consideration is limited to fees for hours used in excess of contractual allotments, which are recognized when the hours are used. Contracts do not include rights of return, warranties, rebates or discounts. Because customers are invoiced in advance and the period between payment and the transfer of services is one year or less, the Company does not adjust the transaction price for a significant financing component. Sales and similar taxes collected from customers are excluded from the transaction price.
Step 4 – Allocate the transaction price. When a contract includes more than one performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price, which is generally the contractually stated price for the service when sold separately.
Step 5 – Recognize revenue when, or as, performance obligations are satisfied. Revenue for managed services is recognized over time, ratably over the service period, using a time-based measure of progress, because the customer simultaneously receives and consumes the benefits as the Company performs. Professional services are recognized as the services are performed. Reimbursable out-of-pocket expenses billed to customers are recognized as revenue on a gross basis, with the related costs included in cost of revenue, because the Company is the principal in those arrangements.
Customers are generally invoiced monthly, quarterly or annually in advance, and certain contracts require a final-month prepayment that is held until the end of the contract. Amounts invoiced in advance of performance are recorded as deferred revenue (a contract liability). Customer deposits represent amounts received that are refundable or have not yet been applied to a contract.
The Company accounts for contract costs in accordance with ASC Topic 340-40, Other Assets and Deferred Costs – Contracts with Customers. The incremental costs of obtaining a contract, which consist of sales commissions, are expensed as incurred under the practical expedient for costs whose amortization period would be one year or less. Costs to fulfill contracts, principally third-party platform license fees and outside contractor costs, are expensed as incurred because they do not generate or enhance resources that will be used to satisfy future performance obligations.
Cash
Cash is stated at cost, which approximates fair value, and consists of demand deposits with financial institutions. The Company’s cash balances may, from time to time, exceed insured limits of $250,000 established by the Federal Deposit Insurance Corporation (“FDIC”). At December 31, 2025 and 2024, balances at one institution exceeded the FDIC limit by approximately $228,000 and $89,000, respectively. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk on its cash balances.
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Accounts Receivable and Allowance for Credit Losses
Accounts receivable includes the following:
Billed receivables: Billed receivables are balances for which an invoice has been prepared and issued and is collectible under standard contract terms, generally within 30 days.
Unbilled
receivables: Unbilled receivables are balances that have not yet been billed due to timing, for which the Company has fulfilled all requirements
to bill the customer. Because customers are generally invoiced in advance of service, the Company had no unbilled receivables
The Company maintains an allowance for credit losses on its accounts receivable, which includes both billed and unbilled receivables measured at amortized cost. The allowance is a contra-asset account representing management’s estimate of amounts not expected to be collected over the life of the receivable.
The Company estimates expected credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses, based on historical loss experience, current conditions, and reasonable and supportable forecasts. Receivables are evaluated collectively, grouped by similar risk characteristics, which for the Company primarily reflects the composition of its commercial customer base, and individually when specific information indicates that a balance may not be collectible. Qualitative adjustments are applied as necessary to reflect conditions that may differ from historical experience.
The
allowance is reviewed and updated at each reporting date. When a specific receivable is determined to be uncollectible, it is written
off against the allowance. Recoveries of amounts previously written off are recognized when received. The Company has historically experienced
minimal credit losses and recorded no write-offs during the periods presented; accordingly, no allowance was recorded
Concentrations
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable.
The Company’s customer base consists of commercial enterprises, and a small number of customers account for a significant portion
of billings and accounts receivable. The Company monitors the financial condition of its customers and the credit quality of its receivable
portfolio and does not require collateral from its customers. Customers representing 10% or more of billings or accounts receivable,
and vendors representing 10% or more of purchases or accounts
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Depreciation is recorded over the assets’ estimated useful lives using the straight-line method, which is three years for computer equipment, five to seven years for furniture and equipment, and five years for vehicles. Leasehold improvements are amortized over the shorter of their useful life or the remaining term of the lease.
Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the accounts and any gain or loss on such disposition is reflected in the income statements. Fully depreciated assets no longer in service are removed from the accounts. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements are capitalized and depreciated over their estimated useful lives.
Software Development Costs
The
Company develops software used to deliver its TVM (Panoptic) service and related client portals, which customers access as a service
and do not take possession of. The Company accounts for these costs in accordance with ASC Topic 350-40, Intangibles – Goodwill
and Other – Internal-Use Software (“ASC 350-40”). Under ASC 350-40, the Company capitalizes certain software development
costs when the preliminary project stage is
Capitalized software development costs are amortized on a straight-line basis over the estimated economic life of the application of three years, beginning when the asset is ready for its intended use (Note 7).
Intangible Assets
The Company’s intangible assets consist of its capitalized software development costs, which have finite useful lives. The Company has no goodwill and no indefinite-lived intangible assets. The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company recognizes an impairment charge measured as the excess of the carrying amount over the asset’s fair value.
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Impairment of Long-Lived Assets
The
Company reviews long-lived assets, including property and equipment and software development costs, for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of an asset
or asset group is assessed based on a comparison of the carrying amount to the estimated undiscounted future cash flows expected to be
generated by the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company recognizes
an impairment charge measured as the excess of the carrying value over the fair value. No impairment was recorded during the years ended
December 31,
Fair Value Measurements
U.S. GAAP provides a framework for measuring fair value and expands disclosures about fair value measurements. The framework requires fair value measurements to be classified and disclosed in one of the following categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
As
of December 31,
Income Taxes
The
Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), using the asset and liability
method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
During the periods presented, the Company was a limited liability company treated as a partnership for U.S. federal and state income tax purposes. As a pass-through entity, the Company’s taxable income or loss was reported by its members on their individual income tax returns, and the Company was not subject to entity-level income taxes. Accordingly, no provision for income taxes, no deferred tax assets or liabilities and no valuation allowance are recognized in the accompanying financial statements
The
Company recognizes the financial statement effects of uncertain tax positions when it is more likely than not, based on the technical
merits, that the position will be sustained upon examination by the taxing authority. The Company has evaluated its tax positions, including
its status as a pass-through entity, and concluded that there are no significant uncertain tax positions requiring recognition. The Company
classifies interest and penalties related to uncertain tax positions as a component of other income (expense), net. The Company’s
tax returns for
Effective for the year ended December 31, 2025, the Company adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” on a prospective basis. The ASU requires a tabular rate reconciliation with specific categories, disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions, and other disaggregated disclosures. Because the Company is a pass-through entity that is not subject to entity-level income taxes and paid no income taxes during the periods presented, the adoption did not result in any additional disclosures.
Government Assistance
U.S. GAAP did not provide authoritative guidance for government assistance received by business entities during the periods presented. The Company accounts for the Employee Retention Credit (“ERC”) by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance, recognizing the credit when there is reasonable assurance that the Company has complied with the conditions attached to it and that the credit will be received, which the Company concluded occurred upon receipt of the refund (Note 12).
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Leases
The
Company accounts for leases in accordance with ASC Topic 842, Leases, and has elected the short-term lease exemption for leases with
a term of twelve months or less. The Company rents office and storage space on a month-to-month basis and has no leases with terms greater
than twelve months; accordingly, no right-of-use assets or lease liabilities are
Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, its Chief Executive Officer, reviews the Company’s results of operations as a whole to make decisions. The Company has one operating and reportable segment, which is the delivery of managed cybersecurity services to commercial customers. The CODM uses net income, as reported in the income statements, to assess performance and allocate resources, and the significant segment expenses regularly provided to the CODM are the expense categories presented in the income statements. All of the Company’s revenue is earned from customers in the United States, and all of its long-lived assets are located in the United States.
The Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires expanded disclosures about significant segment expenses and other items for single-segment entities, based on the information regularly presented and reviewed by the CODM. Accordingly, the Company concluded that no additional expense disclosures are required other than the breakout currently disclosed in the financial statements and footnotes.
The measure of segment assets is total assets as reported on the balance sheets, and expenditures for segment assets consist of capitalized software development costs and purchases of equipment as reported in the statements of cash flows. Segment revenue, significant segment expenses (cost of revenue; selling, general and administrative expenses; management and consulting fees – related parties; depreciation of property and equipment; and amortization of software development costs), other segment items (interest expense and other income (expense), net) and segment net income are presented in the income statements, and interest expense and depreciation and amortization are also presented in the statements of cash flows. There are no reconciling items between segment net income and the Company’s net income.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the income statements.
Recent Accounting Pronouncements – Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, including by entities with a single reportable segment. The Company adopted this standard for the year ended December 31, 2025, and has applied the required disclosures on a retrospective basis for all periods presented. Adoption had no effect on the Company’s financial position, results of operations or cash flows.
Recent Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose, on both an annual and interim basis, additional information about certain expense categories in tabular form. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and contract assets. The update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, and is applied prospectively. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its financial statements.
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In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (“project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and may be applied prospectively, under a modified transition approach based on the status of the respective projects, or retrospectively. Early adoption is permitted. Because the Company capitalizes software development costs (Note 7), the Company is evaluating the provisions of this ASU and does not expect it to have a material impact on its financial statements.
In
December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure
requirements and the applicability of Topic
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses thirty-three items representing changes to the Codification that clarify, correct errors or make minor improvements, and is not intended to result in significant changes for most entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and the adoption method may vary on an issue-by-issue basis. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its financial statements.
The Company has reviewed all other recently issued accounting pronouncements and does not believe that any such pronouncements will have a material impact on its financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The going concern basis assumes that assets are realized, and liabilities are settled, in the ordinary course of business at amounts disclosed in the financial statements.
Management
evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue
as a going concern within one year after the date the financial statements are available to be issued. That evaluation considered the
Company’s members’ deficit of $478,484 and working capital deficit of $254,606 at December 31, 2025, the concentration of
its billings in a small number of customers (Note 15), the decline in its billings in 2025 compared with 2024, and its post-Acquisition
cost structure. It also considered that Cycurion, the Company’s parent since June 3, 2026, has disclosed substantial doubt about
its own ability to continue as a going concern in its Annual Report on Form 10-K for the year ended December 31,
Management’s plans to address these conditions include completing the integration of the Company’s operations into Cycurion’s operations, which eliminated the Company’s management fee arrangement and personnel costs following the Acquisition (Note 17); continuing to deliver services under existing customer contracts, which are generally billed in advance; and obtaining financial support from Cycurion as needed. However, Cycurion is not obligated to provide financial support to the Company, Cycurion has disclosed substantial doubt about its own ability to continue as a going concern, and there can be no assurance that management’s plans will be successful. Accordingly, management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are available to be issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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NOTE 4. REVENUE RECOGNITION
Managed Detection and Response (MDR)
The Company’s MDR service provides continuous (24x7x365) monitoring of a customer’s environment for security threats, together with investigation, alerting and response, delivered through an integrated combination of a third-party security operations platform, the Company’s security tools and the Company’s security personnel. The platform, tools and monitoring services are highly interdependent and are not sold separately, and the customer cannot benefit from any one of them without the others; accordingly, the MDR service is accounted for as a single performance obligation that is satisfied over time. MDR contracts generally have terms of one to three years and are invoiced monthly, quarterly or annually in advance. Revenue is recognized ratably over the service period, and amounts invoiced or collected in advance of service are recorded as deferred revenue until the service is provided. MDR contracts do not include variable consideration.
Risk and Program Management (RPM)
The Company’s RPM service provides ongoing security program management, governance, risk assessment and advisory support for a fixed periodic fee that includes a specified allotment of hours. The service is a series of distinct, substantially similar periods of service transferred over time and is accounted for as a single performance obligation. Revenue for the fixed fee is recognized ratably over the service period, and amounts invoiced in advance are recorded as deferred revenue. Fees for hours used in excess of the contractual allotment are variable consideration that is recognized as the additional services are performed.
Threat and Vulnerability Management (TVM – Panoptic)
The Company’s TVM service, marketed as Panoptic, provides continuous vulnerability scanning, risk prioritization and remediation tracking through the Company’s hosted software, together with analyst support. Customers access the software as a service and do not have the right to take possession of it. The service is accounted for as a single performance obligation satisfied over time, and revenue is recognized ratably over the subscription period. Subscriptions are generally invoiced annually or quarterly in advance, and amounts invoiced in advance are recorded as deferred revenue. TVM contracts do not include variable consideration.
Professional Services and Reimbursable Expenses
Security assessments, penetration testing and other project-based professional services are separate performance obligations recognized as the services are performed; setup fees that are not distinct are recognized over the related managed service period. Reimbursable expenses are billed to customers at cost and recognized as revenue when the related costs are incurred.
The
following table disaggregates revenue by service line for the years ended December 31,
Table 4.1: Disaggregated Revenue
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Managed detection and response (MDR) | $ | 1,359,660 | $ | 1,386,433 | ||||
| Threat and vulnerability management (TVM) | 716,933 | 790,013 | ||||||
| Risk and program management (RPM) | 247,500 | 300,109 | ||||||
| Professional services and setup fees | — | 9,313 | ||||||
| Reimbursable expenses | 12,463 | — | ||||||
| Revenue | $ | 2,336,556 | $ | 2,485,868 | ||||
Contract Balances
Contract liabilities consist of deferred revenue, which represents amounts invoiced in advance of the related services, and customer deposits. The Company has no contract assets.
Table 4.2: Contract Balances
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred revenue, beginning of year | $ | 1,058,132 | $ | 1,170,288 | ||||
| Add: current period deferrals (amounts invoiced in advance) | 2,013,643 | 2,373,712 | ||||||
| Less: revenue recognized during the period | (2,336,556 | ) | (2,485,868 | ) | ||||
| Deferred revenue, end of year | $ | 735,219 | $ | 1,058,132 | ||||
| Customer deposits, end of year | 65,277 | 63,048 | ||||||
| Total contract liabilities, end of year | $ | 800,496 | $ | 1,121,180 | ||||
| 15 |
NOTE 5. ACCOUNTS RECEIVABLE, NET
Table 5: Details of Accounts Receivable, Net
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Billed accounts receivable | $ | 296,978 | $ | 492,065 | ||||
| Unbilled accounts receivable | — | — | ||||||
| Allowance for credit losses | — | — | ||||||
| Accounts receivable, net | $ | 296,978 | $ | 492,065 | ||||
The
Company recorded no provision for credit losses and had no write-offs of receivables during the years ended December 31,
NOTE 6. PROPERTY AND EQUIPMENT, NET
Table 6: Details of Property and Equipment, Net
| As of December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated depreciation | Net carrying amount | Gross carrying amount | Accumulated depreciation | Net carrying amount | |||||||||||||||||||
| Computer equipment | $ | 4,104 | $ | (2,717 | ) | $ | 1,387 | $ | 4,547 | $ | (4,233 | ) | $ | 314 | ||||||||||
| Vehicles | 85,900 | (8,590 | ) | 77,310 | — | — | — | |||||||||||||||||
| Property and equipment, net | $ | 90,004 | $ | (11,307 | ) | $ | 78,697 | $ | 4,547 | $ | (4,233 | ) | $ | 314 | ||||||||||
During
the years ended December 31,
NOTE 7. SOFTWARE DEVELOPMENT COSTS
The
Company incurs costs to develop new modules, functionalities and integrations for its TVM (Panoptic) platform and related client portals,
which it uses to deliver services to customers. Capitalized costs consist principally of fees paid to outside developers and are amortized
on a straight-line basis over three years once the software is ready for its intended use. During the year ended December 31, 2024, the
Company removed fully amortized software development costs of $94,112 that were no longer in service, together with the related accumulated
amortization, from the accounts. Capitalized software development costs consist of enhancements that were placed in service as they were
completed and are amortized from the dates they were placed in service. As of December 31,
Table 7.1: Details of Software Development Costs, Net
| As of December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||
| Software development costs, net | $ | 301,603 | $ | (224,445 | ) | $ | 77,158 | $ | 242,097 | $ | (142,808 | ) | $ | 99,289 | ||||||||||
| 16 |
Table 7.2: Capitalized Software Development Costs
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Capitalized software development costs | $ | 59,505 | $ | 6,529 | ||||
Table 7.3: Details of Software Development Cost Amortization
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Amortization expense | $ | 81,638 | $ | 78,847 | ||||
NOTE 8. NOTES PAYABLE
Notes payable are presented in order of the dates on which they were obtained.
Table 8.1: Details of Notes Payable
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Economic Injury Disaster Loan | $ | 204,447 | $ | 208,570 | ||||
| Vehicle loan | 81,954 | — | ||||||
| Total notes payable | 286,401 | 208,570 | ||||||
| Less: current portion | (13,001 | ) | (4,446 | ) | ||||
| Notes payable, net of current portion | $ | 273,400 | $ | 204,124 | ||||
Economic Injury Disaster Loan
In June 2020, the Company entered into a $150,000 loan with the U.S. Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program; the loan was increased in January 2022, when the Company received additional proceeds of $50,000. The loan bears interest at 3.75% per annum and is payable in monthly installments of $1,016, including principal and interest, maturing in June 2050. The loan is collateralized by substantially all of the Company’s business assets. Cycurion will become a guarantor of the loan upon approval by the SBA in connection with the Acquisition (Note 17); the loan remains an obligation of the Company.
Vehicle Loan
In June 2025, the Company financed the purchase of a vehicle with an $85,900 installment note collateralized by the vehicle, payable in monthly installments of approximately $1,240, including interest at approximately 8.3% per annum, maturing in May 2033. The note was assumed by the Company’s managing member in April 2026 in connection with the member’s purchase of the vehicle (Note 17).
Maturities
Table 8.2: Scheduled Principal Maturities of Notes Payable
| For the years ending December 31, | Amount | |||
| 2026 | $ | 13,001 | ||
| 2027 | 13,901 | |||
| 2028 | 14,870 | |||
| 2029 | 15,913 | |||
| 2030 | 17,038 | |||
| Thereafter | 211,678 | |||
| Total | $ | 286,401 | ||
Interest
Interest
expense was $14,871 and $28,013 for the years ended December 31,
| 17 |
NOTE 9. LINE OF CREDIT
Table 9: Details of Line of Credit
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Line of credit | $ | — | $ | 60,000 | ||||
In December 2024, the Company borrowed $60,000 under a revolving credit facility with WebBank (Intuit QuickBooks Capital). The balance was repaid in full in January 2025, and no amounts were outstanding at December 31, 2025.
NOTE 10. MEMBERS’ DEFICIT
The
Company is governed by its Amended and Restated Operating Agreement dated November 5, 2019, and is managed by its managing member. Members’
liability is limited to their capital contributions, and profits and losses are allocated to members in accordance with their ownership
interests. Distributions are made at the discretion of the managing member, subject to the terms of the operating agreement. There were
no member contributions or distributions during the years ended December 31,
Membership
interests consist of Class A units (500,000,000 authorized) and Class B units (100,000,000 authorized). At December 31, 2025, 496,250,000
Class A units and 30,065,790 Class B units were issued and outstanding (495,625,000 and 30,690,790, respectively, at December 31, 2024).
The Class B units held by a former employee are subject to forfeiture of 625,000 units on each anniversary of the employee’s August
29, 2021 termination date through August 29, 2026, and the forfeited units are reissued as Class A units to Clear Path Investments, an
entity owned by the Company’s managing member. Net income for 2024 and 2025 is allocated to members in proportion to their ownership
interests
Table 10: Members’ Deficit by Member
Clear Path Investments | Lighthouse Business Catalysts | Brian Tenney | Don Ainslie | Total | ||||||||||||||||
| Ownership interest – December 31, 2024 | 79.92 | % | 14.25 | % | 5.00 | % | 0.83 | % | 100.00 | % | ||||||||||
| Ownership interest – December 31, 2025 | 80.04 | % | 14.25 | % | 5.00 | % | 0.71 | % | 100.00 | % | ||||||||||
| Balance, December 31, 2023 | $ | (1,249,865 | ) | $ | (244,491 | ) | $ | 76,714 | $ | (16,299 | ) | $ | (1,433,941 | ) | ||||||
| Allocation of net income – 2024 | 134,691 | 24,016 | 8,426 | 1,399 | 168,532 | |||||||||||||||
| Balance, December 31, 2024 | $ | (1,115,174 | ) | $ | (220,475 | ) | $ | 85,140 | $ | (14,900 | ) | $ | (1,265,409 | ) | ||||||
| Allocation of net income – 2025 | 628,911 | 112,137 | 39,346 | 6,531 | 786,925 | |||||||||||||||
| Balance, December 31, 2025 | $ | (486,263 | ) | $ | (108,338 | ) | $ | 124,486 | $ | (8,369 | ) | $ | (478,484 | ) | ||||||
Balances include members’ capital contributed of $119,282 (Clear Path Investments) and $162,500 (Brian Tenney), which was unchanged during the periods presented. Ownership interests are based on the Company’s capitalization table.
NOTE 11. EMPLOYEE BENEFIT PLAN
The
Company did not sponsor its own retirement plan. Through July 2025, the Company’s employees were co-employed through a professional
employer organization (“PEO”), Insperity, and eligible employees could participate in a defined contribution 401(k) plan
sponsored by the PEO as a multiple employer plan. Eligibility, vesting and the employer matching formula were governed by the PEO’s
plan document and the Company’s elections under it. Employee deferrals and the Company’s matching contributions were funded
through the PEO each bi-weekly payroll period. The Company’s arrangement with the PEO, and its employees’ participation in
the plan, ended in July 2025, and the Company had no further obligations under the plan. Employer matching contributions were $3,112
and $19,964 for the years ended December 31,
| 18 |
NOTE 12. GOVERNMENT ASSISTANCE – EMPLOYEE RETENTION CREDIT
In January 2025, the Company received refunds of $104,298 under the Coronavirus Aid, Relief, and Economic Security (CARES) Act Employee Retention Credit (ERC) program related to qualified wages paid in 2020 and 2021. Consistent with its policy (Note 2), the Company recognized the credit upon receipt, and it is presented in other income (expense), net within the income statements for the year ended December 31, 2025. ERC claims remain subject to examination by the Internal Revenue Service, and the Company could be required to repay amounts determined to be ineligible; the Company believes it met the eligibility requirements.
NOTE 13. RELATED PARTY TRANSACTIONS
The Company entered into transactions with its managing member, entities owned by its members and a former member. These transactions are described below.
Management Services – Clear Path Investments
Clear
Path Investments, an entity owned by the Company’s managing member, provides management services to the Company, including the
services of the Company’s Chief Executive Officer, billed bi-weekly. Management fees were $199,008 and $199,073 for the years ended
December 31,
Consulting Services – Lighthouse Business Catalysts
Lighthouse
Business Catalysts, LLC, a member of the Company, provides business consulting and board-development services to the Company under a
monthly retainer. Consulting fees were $120,000 and $180,000 for the years ended December 31,
The following table presents management and consulting fees – related parties as presented in the income statements:
Table 13.1: Management and Consulting Fees – Related Parties
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Clear Path Investments – management fees | $ | 199,008 | $ | 199,073 | ||||
| Lighthouse Business Catalysts – consulting fees | 120,000 | 180,000 | ||||||
| Management and consulting fees – related parties | $ | 319,008 | $ | 379,073 | ||||
Software Development Services – JourneyTEAM
JourneyTEAM,
an entity owned by a member of the Company, provides software development services to the Company. The Company paid service fees of $38,551
and $50,824 during the years ended December 31,
Note Payable – Related Party
The
Company has a 10-year, non-interest-bearing note payable to a former member, Todd Neilson, arising from the purchase of Mr. Neilson’s
membership interests in the Company by Ryan Layton, the Company’s managing member, in May 2019. The note is payable in monthly
installments of $3,667 through an escrow agent. No interest has been imputed on the note. The outstanding balance was $150,333 and $194,333
at December 31,
| 19 |
Table 13.2: Details of Note Payable – Related Party
| As of December 31, | ||||||||||||||||
| 2025 | 2024 | Interest rate | Maturity (calendar year) | |||||||||||||
| Note payable – Todd Neilson | $ | 150,333 | $ | 194,333 | 0.0 | % | 2029 | |||||||||
| Less: current portion | (44,000 | ) | (44,000 | ) | ||||||||||||
| Note payable – related party, net of current portion | $ | 106,333 | $ | 150,333 | ||||||||||||
Table 13.3: Scheduled Principal Maturities of Note Payable – Related Party
| For the years ending December 31, | Amount | |||
| 2026 | $ | 44,000 | ||
| 2027 | 44,000 | |||
| 2028 | 44,000 | |||
| 2029 | 18,333 | |||
| Total | $ | 150,333 | ||
Corporate Credit Card
A
member of the Company is the named holder of a corporate credit card used for Company expenses. Balances are obligations of the Company
and are included in accounts payable and accrued liabilities on the balance sheets as of December 31,
NOTE 14. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From
time to time, the Company may be a party to litigation or claims arising in the ordinary course of business, including those relating
to employment matters, relationships with customers, vendors and contractors, and other business matters. Although the outcome of any
such matter is inherently uncertain, management does not believe that there are any pending or threatened litigation or claims that would
have a material adverse effect on the Company’s financial position, results of operations or cash flows as of December 31,
Leases
The
Company rents office and storage space on a month-to-month basis. Rent and storage expense was $6,444 and $6,073 for the years ended
December 31,
Employee Retention Credit
ERC refunds received by the Company remain subject to examination by the Internal Revenue Service (Note 12). The Company has not recorded a liability for potential repayment because it does not believe a loss is probable.
Platform Provider Agreement
The
Company purchases security operations platform licenses from its platform provider (Note 15) under an agreement priced on the volume
of monitored customer assets. As of December 31,
NOTE 15. CONCENTRATIONS, RISKS AND UNCERTAINTIES
Credit Risk
The
Company’s primary bank deposits are located in the United States. Those deposits are
| 20 |
Interest Risk
The
Company’s notes payable bear fixed rates of interest, and its note payable – related party is non-interest-bearing. Accordingly,
the Company’s exposure to interest rate risk is limited to interest
Inflation Risk
Management monitors changes in price levels. Historically, inflation has not materially impacted the Company’s financial statements; however, significant increases in third-party platform license and contractor costs that cannot be passed on to the Company’s customers could adversely impact the Company’s results of operations.
Concentration Risk
Because revenue is recognized ratably from amounts invoiced in advance, the Company measures customer concentration based on amounts invoiced (billings) during each year. Customers accounting for 10% or more of billings in either year were as follows:
Table 15.1: Billings Concentration by Customer – Based on % of Billings
| 2025 | 2024 | |||||||||||||||
| Customer | Amount | % | Amount | % | ||||||||||||
| A | $ | 1,226,100 | 60.9 | % | $ | 1,461,138 | 61.6 | % | ||||||||
| B | $ | 211,292 | 10.5 | % | $ | 188,102 | 7.9 | % | ||||||||
Customers accounting for 10% or more of accounts receivable, net, at either balance sheet date were as follows:
Table 15.2: Accounts Receivable Concentration by Customer – Based on % of Accounts Receivable, Net
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Customer | Amount | % | Amount | % | ||||||||||||
| A | $ | 240,000 | 80.8 | % | $ | 410,764 | 83.5 | % | ||||||||
Customer A is the same customer identified as Customer A in Table 15.1.
Vendors accounting for 10% or more of purchases (amounts invoiced by vendors) in either year were as follows.
Table 15.3: Purchase Concentration by Vendor – Based on % of Purchases
| 2025 | 2024 | |||||||||||||||
| Vendor | Amount | % | Amount | % | ||||||||||||
| A | $ | 606,880 | 42.3 | % | $ | 818,896 | 52.7 | % | ||||||||
| B | $ | 265,728 | 18.5 | % | $ | 176,798 | 11.4 | % | ||||||||
| C | $ | 175,000 | 12.2 | % | $ | 180,000 | 11.6 | % | ||||||||
| D | $ | 165,156 | 11.5 | % | $ | 133,388 | 8.6 | % | ||||||||
Vendors B and C are related parties (Note 13).
Table 15.4: Accounts Payable Concentration by Vendor – Based on % of Accounts Payable
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Vendor | Amount | % | Amount | % | ||||||||||||
| A | $ | 195,573 | 86.9 | % | $ | 409,933 | 91.1 | % | ||||||||
Vendor A is the Company’s security operations platform provider, on which the Company relies for the delivery of its MDR services.
NOTE 16. FAIR VALUE DISCLOSURES
There
were no assets or liabilities recorded at fair value on a recurring basis as of December 31,
The
carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the
short-term nature of these instruments. The Company estimates the fair value of its notes payable by discounting the contractual cash
flows of each instrument at estimated market rates for debt with similar terms and credit risk, based on the prime rate plus a credit
spread of 6.0% (12.75% and 13.50%
| 21 |
Table 16.1: Carrying Amounts and Estimated Fair Values of Debt
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
| Economic Injury Disaster Loan | $ | 204,447 | $ | 93,108 | $ | 208,570 | $ | 88,836 | ||||||||
| Vehicle loan | 81,954 | 81,954 | — | — | ||||||||||||
| Note payable – related party | 150,333 | 122,238 | 194,333 | 146,913 | ||||||||||||
| Line of credit | — | — | 60,000 | 60,000 | ||||||||||||
| Total | $ | 436,734 | $ | 297,300 | $ | 462,903 | $ | 295,749 | ||||||||
The estimated fair values of the EIDL loan and the note payable – related party are less than their carrying amounts because the EIDL loan bears a below-market fixed rate of 3.75% available through a government program and the note payable – related party is non-interest-bearing.
NOTE 17. SUBSEQUENT EVENTS
The
Company evaluated subsequent events from the date of the balance sheet as of December 31,
Sale of Vehicle to Managing Member
On April 7, 2026, the Company sold its vehicle to its managing member, who assumed the outstanding vehicle loan of $79,157; the Company recognized a gain on sale of $6,541.
Settlement of Customer Deposit
In May 2026, the Company settled a customer deposit of $63,048 by refunding $31,524; the customer released the remaining balance, which, together with another customer credit balance of $2,229, was recognized as other income of $33,753.
Acquisition by Cycurion, Inc.
On June 3, 2026, Cycurion acquired 100% of the membership interests of the Company for consideration of $2.875 million, consisting of $875,000 in cash and 888,888 shares of Cycurion Series I Convertible Preferred Stock (Note 1). The consideration was paid by Cycurion to the Company’s former members and is not an obligation of the Company. The Company continues as a wholly owned subsidiary of Cycurion, and its services and technology are being integrated into Cycurion’s cybersecurity offerings.
At the closing of the Acquisition, the management fee arrangement with Clear Path Investments, a related party, and the Company’s contract operations arrangement ended, and the consulting retainer with Lighthouse Business Catalysts was last billed June 1, 2026 (Note 13). Cycurion will become a guarantor of the Company’s EIDL loan upon approval by the SBA; the loan remains an obligation of the Company (Note 8). Following the Acquisition, the Company has no employees; its head of sales was hired by Cycurion, its bookkeeper is paid by Cycurion, and its other employees have separated.
| 22 |
SECUVANT, LLC
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
For
the Six Months Ended June 30,
| 23 |
SECUVANT, LLC
TABLE OF CONTENTS
| Condensed Balance Sheets | 25 |
| Condensed Income Statements | 26 |
| Condensed Statements of Changes in Members’ Deficit | 27 |
| Condensed Statements of Cash Flows | 28 |
| Notes to Condensed Financial Statements | 29–38 |
| 24 |
CONDENSED BALANCE SHEETS
June
30, 2026 and December 31, 2025
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 318,430 | $ | 478,981 | ||||
| Accounts receivable | 187,945 | 296,978 | ||||||
| Prepaid expenses and other current assets | 18,288 | 68,782 | ||||||
| Total current assets | 524,663 | 844,741 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 1,073 | 78,697 | ||||||
| Software development costs, net | 69,733 | 77,158 | ||||||
| Total assets | $ | 595,469 | $ | 1,000,596 | ||||
| LIABILITIES AND MEMBERS’ DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 94,103 | $ | 241,850 | ||||
| Deferred revenue and customer deposits | 396,494 | 800,496 | ||||||
| Current portion of notes payable | 4,786 | 13,001 | ||||||
| Current portion of note payable – related party | 44,000 | 44,000 | ||||||
| Total current liabilities | 539,383 | 1,099,347 | ||||||
| Non-current liabilities: | ||||||||
| Notes payable, net of current portion | 194,898 | 273,400 | ||||||
| Note payable – related party, net of current portion | 84,333 | 106,333 | ||||||
| Total liabilities | 818,614 | 1,479,080 | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| MEMBERS’ DEFICIT | ||||||||
| Members’ capital | 281,782 | 281,782 | ||||||
| Accumulated deficit | (504,927 | ) | (760,266 | ) | ||||
| Total members’ deficit | (223,145 | ) | (478,484 | ) | ||||
| Total liabilities and members’ deficit | $ | 595,469 | $ | 1,000,596 | ||||
The accompanying notes are an integral part of these condensed financial statements.
| 25 |
CONDENSED INCOME STATEMENTS
For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 1,058,323 | $ | 1,194,855 | ||||
| Cost of revenue | 241,129 | 416,171 | ||||||
| Gross profit | 817,194 | 778,684 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | 413,477 | 263,831 | ||||||
| Management and consulting fees – related parties | 166,738 | 144,000 | ||||||
| Depreciation of property and equipment | 4,609 | 314 | ||||||
| Amortization of software development costs | 38,460 | 43,065 | ||||||
| Total operating expenses | 623,284 | 451,210 | ||||||
| Income from operations | 193,910 | 327,474 | ||||||
| Other income (expense): | ||||||||
| Interest expense | (6,375 | ) | (6,726 | ) | ||||
| Gain on sale of vehicle – related party | 6,541 | — | ||||||
| Other income, net | 61,263 | 101,800 | ||||||
| Total other income, net | 61,429 | 95,074 | ||||||
| Net income | $ | 255,339 | $ | 422,548 | ||||
The accompanying notes are an integral part of these condensed financial statements.
| 26 |
CONDENSED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
For
the Six Months Ended June 30,
| Members’ Capital | Accumulated Deficit | Total Members’ Deficit | ||||||||||
| Balance, December 31, 2024 | $ | 281,782 | $ | (1,547,191 | ) | $ | (1,265,409 | ) | ||||
| Net income | — | 243,052 | 243,052 | |||||||||
| Balance, March 31, 2025 | 281,782 | (1,304,139 | ) | (1,022,357 | ) | |||||||
| Net income | — | 179,496 | 179,496 | |||||||||
| Balance, June 30, 2025 | $ | 281,782 | $ | (1,124,643 | ) | $ | (842,861 | ) | ||||
| Balance, December 31, 2025 | $ | 281,782 | $ | (760,266 | ) | $ | (478,484 | ) | ||||
| Net income | — | 177,274 | 177,274 | |||||||||
| Balance, March 31, 2026 | 281,782 | (582,992 | ) | (301,210 | ) | |||||||
| Net income | — | 78,065 | 78,065 | |||||||||
| Balance, June 30, 2026 | $ | 281,782 | $ | (504,927 | ) | $ | (223,145 | ) | ||||
The accompanying notes are an integral part of these condensed financial statements.
| 27 |
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
| June 30, 2026 | June 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 255,339 | $ | 422,548 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation of property and equipment | 4,609 | 314 | ||||||
| Amortization of software development costs | 38,460 | 43,065 | ||||||
| Gain on sale of vehicle – related party | (6,541 | ) | — | |||||
| Adjustments of loans payable interest | (2,303 | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 109,033 | 383,751 | ||||||
| Prepaid expenses and other current assets | 50,494 | 10,540 | ||||||
| Accounts payable and accrued liabilities | (147,747 | ) | (364,771 | ) | ||||
| Deferred revenue and customer deposits | (404,002 | ) | (159,692 | ) | ||||
| Net cash (used in) provided by operating activities | (102,658 | ) | 335,755 | |||||
| Cash flows from investing activities: | ||||||||
| Capitalized software development costs | (31,035 | ) | (36,051 | ) | ||||
| Net cash used in investing activities | (31,035 | ) | (36,051 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments of line of credit | — | (60,000 | ) | |||||
| Repayments of note payable – related party | (22,000 | ) | (22,000 | ) | ||||
| Repayments of notes payable | (4,858 | ) | (2,062 | ) | ||||
| Net cash used in financing activities | (26,858 | ) | (84,062 | ) | ||||
| Net (decrease) increase in cash | (160,551 | ) | 215,642 | |||||
| Cash, beginning of period | 478,981 | 339,565 | ||||||
| Cash, end of period | $ | 318,430 | $ | 555,207 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | 5,648 | 6,726 | ||||||
| Non-cash investing and financing activities: | ||||||||
| Vehicle acquired through issuance of note payable | — | 85,900 | ||||||
| Vehicle sold to managing member in exchange for assumption of note payable | 79,157 | — | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 28 |
NOTES TO CONDENSED FINANCIAL STATEMENTS
For
the Six Months Ended June 30,
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Secuvant, LLC (the “Company”, “Secuvant”, “we”, “us” or “our”) is a Utah limited liability company headquartered in Utah. The Company provides managed cybersecurity services to commercial customers, principally in the United States. Cybersecurity services include managed detection and response (“MDR”), risk and program management (“RPM”), and threat and vulnerability management (“TVM,” marketed as Panoptic), together with security assessments, penetration testing and consulting projects. The Company is governed by its Amended and Restated Operating Agreement dated November 5, 2019.
Acquisition by Cycurion, Inc.
On June 3, 2026, Cycurion, Inc. (“Cycurion”), a Delaware corporation whose common stock is listed on The Nasdaq Global Market, acquired 100% of the membership interests of the Company pursuant to an Agreement and Plan of Merger dated May 21, 2026, under which Cycurion Merger Sub, LLC, a wholly owned subsidiary of Cycurion, merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Cycurion (the “Acquisition”). The consideration of $2.875 million, consisting of $875,000 in cash and 888,888 shares of Cycurion Series I Convertible Preferred Stock, was paid by Cycurion to the Company’s former members and is not an obligation of the Company. As a result of the Acquisition, Cycurion, as the Company’s parent, controls the Company’s operations, financing and cash management, and the Company’s services and technology are being integrated into Cycurion’s cybersecurity offerings.
The Company did not elect to apply pushdown accounting under ASC Subtopic 805-50, Business Combinations – Related Issues. Accordingly, the accompanying condensed financial statements continue to reflect the Company’s historical basis of accounting for all periods presented, including the period from June 3 through June 30, 2026, and do not reflect the fair value adjustments, goodwill or intangible assets recognized by Cycurion in its accounting for the Acquisition.
At the closing of the Acquisition, the management fee arrangement with Clear Path Investments, a related party, and the Company’s contract operations arrangement ended, and the consulting retainer with Lighthouse Business Catalysts was last billed June 1, 2026 (Note 12). Cycurion will become a guarantor of the Company’s Economic Injury Disaster Loan upon approval by the U.S. Small Business Administration; the loan remains an obligation of the Company (Note 8). Following the Acquisition, the Company has no employees; its head of sales was hired by Cycurion, its bookkeeper is paid by Cycurion, and its other employees have separated. The Company incurred legal and accounting fees in connection with the Acquisition, which are included in selling, general and administrative expenses.
Emerging Growth Company
Cycurion is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards, and Cycurion has elected not to opt out of this extended transition period. Because these condensed financial statements are included in a filing of Cycurion, the Company applies new or revised accounting standards using the effective dates applicable to private companies. This may make comparison of the Company’s financial statements with those of a public company that is neither an emerging growth company nor an emerging growth company that has opted out of the extended transition period difficult or impossible because of the potential differences in accounting standards used.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The
accompanying condensed financial statements as of June 30,
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Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Management believes that the unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any future period. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2025 and 2024, which describe the Company’s significant accounting policies. There have been no material changes to those policies during the six months ended June 30, 2026, other than the adoption of ASU 2025-05 described below.
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. The Company regularly assesses these estimates. We base our estimates on historical experience, currently available information, and various other assumptions that we believe are reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to the period over which revenue is recognized, the allowance for credit losses, the useful lives of property and equipment and software development costs, the valuation and impairment of software development costs and other long-lived assets, the classification of debt maturities, and contingencies. Actual results could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
Recent Accounting Pronouncements – Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, including by entities with a single reportable segment. The Company adopted this standard for the year ended December 31, 2025, and has applied the required disclosures on a retrospective basis for all periods presented. Adoption had no effect on the Company’s financial position, results of operations or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and contract assets. The Company adopted ASU 2025-05 on January 1, 2026 on a prospective basis. Adoption did not have a material effect on the Company’s condensed financial statements.
Recent Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose, on both an annual and interim basis, additional information about certain expense categories in tabular form. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (“project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and may be applied prospectively, under a modified transition approach based on the status of the respective projects, or retrospectively. Early adoption is permitted. Because the Company capitalizes software development costs (Note 7), the Company is evaluating the provisions of this ASU and does not expect it to have a material impact on its financial statements.
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In
December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure
requirements and the applicability of Topic
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses thirty-three items representing changes to the Codification that clarify, correct errors or make minor improvements, and is not intended to result in significant changes for most entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and the adoption method may vary on an issue-by-issue basis. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its financial statements.
The Company has reviewed all other recently issued accounting pronouncements and does not believe that any such pronouncements will have a material impact on its financial statements.
NOTE 3. GOING CONCERN
The accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The going concern basis assumes that assets are realized, and liabilities are settled, in the ordinary course of business at amounts disclosed in the financial statements.
Management
evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue
as a going concern within one year after the date the condensed financial statements are available to be issued. That evaluation considered
the Company’s members’ deficit of $223,145 and working capital deficit of $14,720
Management’s plans to address these conditions include completing the integration of the Company’s operations into Cycurion’s operations, which eliminated the Company’s management fee arrangement and personnel costs following the Acquisition (Note 1); continuing to deliver services under existing customer contracts, which are generally billed in advance; and obtaining financial support from Cycurion as needed. However, Cycurion is not obligated to provide financial support to the Company, Cycurion has disclosed substantial doubt about its own ability to continue as a going concern, and there can be no assurance that management’s plans will be successful. Accordingly, management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed financial statements are available to be issued. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4. REVENUE RECOGNITION
Managed Detection and Response (MDR)
The Company’s MDR service provides continuous (24x7x365) monitoring of a customer’s environment for security threats, together with investigation, alerting and response, delivered through an integrated combination of a third-party security operations platform, the Company’s security tools and the Company’s security personnel. The platform, tools and monitoring services are highly interdependent and are not sold separately, and the customer cannot benefit from any one of them without the others; accordingly, the MDR service is accounted for as a single performance obligation that is satisfied over time. MDR contracts generally have terms of one to three years and are invoiced monthly, quarterly or annually in advance. Revenue is recognized ratably over the service period, and amounts invoiced or collected in advance of service are recorded as deferred revenue until the service is provided. MDR contracts do not include variable consideration.
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Risk and Program Management (RPM)
The
Company’s RPM service provides ongoing security program management, governance, risk assessment and advisory support for a fixed
periodic fee that includes a specified allotment of hours. The service is a series of distinct, substantially similar periods of service
transferred over time and is accounted for as a single performance obligation. Revenue for the fixed fee is recognized ratably over the
service period, and amounts invoiced in advance are recorded as deferred revenue. Fees for hours used in excess of the contractual allotment
are variable
Threat and Vulnerability Management (TVM – Panoptic)
The Company’s TVM service, marketed as Panoptic, provides continuous vulnerability scanning, risk prioritization and remediation tracking through the Company’s hosted software, together with analyst support. Customers access the software as a service and do not have the right to take possession of it. The service is accounted for as a single performance obligation satisfied over time, and revenue is recognized ratably over the subscription period. Subscriptions are generally invoiced annually or quarterly in advance, and amounts invoiced in advance are recorded as deferred revenue. TVM contracts do not include variable consideration.
Professional Services and Reimbursable Expenses
Security assessments, penetration testing and other project-based professional services are separate performance obligations recognized as the services are performed; setup fees that are not distinct are recognized over the related managed service period. Reimbursable expenses are billed to customers at cost and recognized as revenue when the related costs are incurred.
The
following table disaggregates revenue by service line for the six months ended June 30,
Table 4.1: Disaggregated Revenue
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Managed detection and response (MDR) | $ | 619,417 | $ | 703,527 | ||||
| Threat and vulnerability management (TVM) | 315,156 | 359,520 | ||||||
| Risk and program management (RPM) | 123,750 | 123,750 | ||||||
| Reimbursable expenses | — | 8,058 | ||||||
| Revenue | $ | 1,058,323 | $ | 1,194,855 | ||||
Contract Balances
Contract liabilities consist of deferred revenue, which represents amounts invoiced in advance of the related services, and customer deposits. The Company has no contract assets.
Table 4.2: Contract Balances
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Deferred revenue, beginning of period | $ | 735,219 | $ | 1,058,132 | ||||
| Add: current period deferrals (amounts invoiced in advance) | 719,598 | 1,035,163 | ||||||
| Less: revenue recognized during the period | (1,058,323 | ) | (1,194,855 | ) | ||||
| Deferred revenue, end of period | $ | 396,494 | $ | 898,440 | ||||
| Customer deposits, end of period | — | 63,048 | ||||||
| Total contract liabilities, end of period | $ | 396,494 | $ | 961,488 | ||||
In May 2026, the Company settled a customer deposit of $63,048 by refunding $31,524; the customer released the remaining balance, which, together with another customer credit balance of $2,229, was recognized as other income of $33,753 and is included in other income, net in the condensed income statements for the six months ended June 30, 2026.
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NOTE 5. ACCOUNTS RECEIVABLE, NET
Table 5: Details of Accounts Receivable, Net
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Billed accounts receivable | $ | 187,945 | $ | 296,978 | ||||
| Unbilled accounts receivable | — | — | ||||||
| Allowance for credit losses | — | — | ||||||
| Accounts receivable, net | $ | 187,945 | $ | 296,978 | ||||
The
Company recorded no provision for credit losses and had no write-offs of receivables during the six months ended June 30,
NOTE 6. PROPERTY AND EQUIPMENT, NET
Table 6: Details of Property and Equipment, Net
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated depreciation | Net carrying amount | Gross carrying amount | Accumulated depreciation | Net carrying amount | |||||||||||||||||||
| Computer equipment | $ | 4,104 | $ | (3,031 | ) | $ | 1,073 | $ | 4,104 | $ | (2,717 | ) | $ | 1,387 | ||||||||||
| Vehicles | — | — | — | 85,900 | (8,590 | ) | 77,310 | |||||||||||||||||
| Property and equipment, net | $ | 4,104 | $ | (3,031 | ) | $ | 1,073 | $ | 90,004 | $ | (11,307 | ) | $ | 78,697 | ||||||||||
During
the six months ended June 30,
NOTE 7. SOFTWARE DEVELOPMENT COSTS
The
Company incurs costs to develop new modules, functionalities and integrations for its TVM (Panoptic) platform and related client portals,
which it uses to deliver services to customers. Capitalized costs consist principally of fees paid to outside developers and are amortized
on a straight-line basis over three years once the software is ready for its intended use. During the six months ended June 30, 2026,
the Company capitalized $31,035 of fees paid to outside developers for enhancements to its TVM (Panoptic) platform (Table 7.2), which
increased the gross carrying amount of software development costs from $301,603
Table 7.1: Details of Software Development Costs, Net
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||
| Software development costs, net | $ | 332,638 | $ | (262,905 | ) | $ | 69,733 | $ | 301,603 | $ | (224,445 | ) | $ | 77,158 | ||||||||||
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Table 7.2: Capitalized Software Development Costs
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Capitalized software development costs | $ | 31,035 | $ | 36,051 | ||||
Table 7.3: Details of Software Development Cost Amortization
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Amortization expense | $ | 38,460 | $ | 43,065 | ||||
NOTE 8. NOTES PAYABLE
Notes payable are presented in order of the dates on which they were obtained.
Table 8.1: Details of Notes Payable
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Economic Injury Disaster Loan | $ | 199,684 | $ | 204,447 | ||||
| Vehicle loan | — | 81,954 | ||||||
| Total notes payable | 199,684 | 286,401 | ||||||
| Less: current portion | (4,786 | ) | (13,001 | ) | ||||
| Notes payable, net of current portion | $ | 194,898 | $ | 273,400 | ||||
Economic Injury Disaster Loan
In June 2020, the Company entered into a $150,000 loan with the U.S. Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program; the loan was increased in January 2022, when the Company received additional proceeds of $50,000. The loan bears interest at 3.75% per annum and is payable in monthly installments of $1,016, including principal and interest, maturing in June 2050. The loan is collateralized by substantially all of the Company’s business assets. In connection with the Acquisition, Cycurion will become a guarantor of the loan upon approval by the SBA; the loan remains an obligation of the Company.
Vehicle Loan
In
June 2025, the Company financed the purchase of a vehicle with an $85,900 installment note collateralized by the vehicle, payable in
monthly installments of approximately $1,240, including interest at approximately 8.3% per annum, maturing in May 2033. The note was
assumed by the Company’s managing member on April 7,
Maturities
Table 8.2: Scheduled Principal Maturities of Notes Payable
| For the twelve months ending June 30, | Amount | |||
| 2027 | $ | 4,786 | ||
| 2028 | 4,968 | |||
| 2029 | 5,158 | |||
| 2030 | 5,354 | |||
| 2031 | 5,559 | |||
| Thereafter | 173,859 | |||
| Total | $ | 199,684 | ||
Interest
Interest
expense was $6,375 and $6,726 for the six months ended June 30,
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NOTE 9. MEMBERS’ DEFICIT
The
Company is governed by its Amended and Restated Operating Agreement dated November 5, 2019, and through the date of the Acquisition was
managed by its managing member. Members’ liability is limited to their capital contributions, and profits and losses are allocated
to members in accordance with their ownership interests. Distributions are made at the discretion of the managing member, subject to
the terms of the operating agreement. There were no member contributions or distributions during the six months ended June 30,
Membership
interests consist of Class A units (500,000,000 authorized) and Class B units (100,000,000 authorized). Immediately before the Acquisition,
496,250,000 Class A units and 30,065,790 Class B units were issued and outstanding (495,625,000 and 30,690,790, respectively, at June
30, 2025). The Class B units held by a former employee were subject to forfeiture of 625,000 units on each anniversary of the employee’s
August 29,
Table 9: Members’ Deficit by Member
| Clear Path Investments | Lighthouse Business Catalysts | Brian Tenney | Don Ainslie | Cycurion, Inc. | Total | |||||||||||||||||||
| Balance, December 31, 2024 | $ | (1,115,174 | ) | $ | (220,475 | ) | $ | 85,140 | $ | (14,900 | ) | $ | — | $ | (1,265,409 | ) | ||||||||
| Ownership interest – June 30, 2025 | 79.92 | % | 14.25 | % | 5.00 | % | 0.83 | % | — | 100.00 | % | |||||||||||||
| Allocation of net income – six months ended June 30, 2025 | 337,701 | 60,213 | 21,127 | 3,507 | — | 422,548 | ||||||||||||||||||
| Balance, June 30, 2025 | $ | (777,473 | ) | $ | (160,262 | ) | $ | 106,267 | $ | (11,393 | ) | $ | — | $ | (842,861 | ) | ||||||||
| Allocation of net income – July 1 through December 31, 2025 | 291,210 | 51,924 | 18,219 | 3,024 | — | 364,377 | ||||||||||||||||||
| Balance, December 31, 2025 | $ | (486,263 | ) | $ | (108,338 | ) | $ | 124,486 | $ | (8,369 | ) | $ | — | $ | (478,484 | ) | ||||||||
| Allocation of net income – January 1 through June 2, 2026 | 115,288 | 20,525 | 7,202 | 1,023 | — | 144,038 | ||||||||||||||||||
| Balance, June 2, 2026 | $ | (370,975 | ) | $ | (87,813 | ) | $ | 131,688 | $ | (7,346 | ) | $ | — | $ | (334,446 | ) | ||||||||
| Ownership interest – June 2, 2026 | 80.04 | % | 14.25 | % | 5.00 | % | 0.71 | % | — | 100.00 | % | |||||||||||||
| Acquisition of membership interests by Cycurion – June 3, 2026 | 370,975 | 87,813 | (131,688 | ) | 7,346 | (334,446 | ) | — | ||||||||||||||||
| Allocation of net income – June 3 through June 30, 2026 | — | — | — | — | 111,301 | 111,301 | ||||||||||||||||||
| Balance, June 30, 2026 | $ | — | $ | — | $ | — | $ | — | $ | (223,145 | ) | $ | (223,145 | ) | ||||||||||
Balances
include members’ capital contributed before the Acquisition of $119,282 (Clear Path Investments) and $162,500 (Brian Tenney), which
was unchanged during the periods presented and is included in the balance attributable to Cycurion
The
balances at June 30, 2026 in Table 9 present the Company’s total members’ deficit of $223,145 by holder. Because the Company
did not apply pushdown accounting (Note 1), the Acquisition did not change the Company’s historical members’ capital or accumulated
deficit, and the condensed balance sheet
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NOTE 10. EMPLOYEE BENEFIT PLAN
The
Company did not sponsor its own retirement plan. Through July 2025, the Company’s employees were co-employed through a professional
employer organization (“PEO”), Insperity, and eligible employees could participate in a defined contribution 401(k) plan
sponsored by the PEO as a multiple employer plan. Eligibility, vesting and the employer matching formula were governed by the PEO’s
plan document and the Company’s elections under it. Employee deferrals and the Company’s matching contributions were funded
through the PEO each bi-weekly payroll period. The Company’s arrangement with the PEO, and its employees’ participation in
the plan, ended in July 2025, and the Company had no further obligations under the plan. Employer matching contributions were $0 and
$2,920 for the six months ended June 30,
NOTE 11. GOVERNMENT ASSISTANCE – EMPLOYEE RETENTION CREDIT
In
January 2025, the Company received refunds of $104,298 under the Coronavirus Aid, Relief, and Economic Security (CARES) Act Employee
Retention Credit (ERC) program related to qualified wages paid in 2020 and 2021. Consistent with its accounting policy, which is described
in Note 2 to its audited financial statements for the years ended December 31,
NOTE 12. RELATED PARTY TRANSACTIONS
The Company entered into transactions with its managing member, entities owned by its members, a former member and, following the Acquisition, Cycurion. These transactions are described below.
Management Services – Clear Path Investments
Clear
Path Investments, an entity owned by the Company’s managing member, provided management services to the Company, including the
services of the Company’s Chief Executive Officer, billed bi-weekly, until the Acquisition on June 3, 2026, when the arrangement
ended. Management fees were $106,738 and $84,000 for the six months ended June 30,
Consulting Services – Lighthouse Business Catalysts
Lighthouse
Business Catalysts, LLC, a member of the Company before the Acquisition, provided business consulting and board-development services
to the Company under a monthly retainer. Consulting fees were $60,000 for each of the six months ended June 30,
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The following table presents management and consulting fees – related parties as presented in the condensed income statements:
Table 12.1: Management and Consulting Fees – Related Parties
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Clear Path Investments – management fees | $ | 106,738 | $ | 84,000 | ||||
| Lighthouse Business Catalysts – consulting fees | 60,000 | 60,000 | ||||||
| Management and consulting fees – related parties | $ | 166,738 | $ | 144,000 | ||||
Software Development Services – JourneyTEAM
JourneyTEAM, an entity owned by a member of the Company before the Acquisition, provides software development services to the Company. The Company paid service fees of $22,369 and $21,300 during the six months ended June 30, 2026 and 2025, respectively, a portion of which was capitalized as software development costs (Note 7). Accounts payable and accrued liabilities included $5,364 and $9,578 due to JourneyTEAM at June 30, 2026 and December 31, 2025, respectively.
Note Payable – Related Party
The
Company has a 10-year, non-interest-bearing note payable to a former member, Todd Neilson, arising from the purchase of Mr. Neilson’s
membership interests in the Company by Ryan Layton, the Company’s managing member before the Acquisition, in May 2019. The note
is payable in monthly installments of $3,667 through an escrow agent. No interest has been imputed on the note. In April 2026, the note
was amended so that the Acquisition did not accelerate its maturity, and the note remains payable on its original terms. The outstanding
balance was $128,333 and $150,333
Table 12.2: Details of Note Payable – Related Party
| June 30, 2026 | December 31, 2025 | Interest rate | Maturity (calendar year) | |||||||||||||
| Note payable – Todd Neilson | $ | 128,333 | $ | 150,333 | 0.0 | % | 2029 | |||||||||
| Less: current portion | (44,000 | ) | (44,000 | ) | ||||||||||||
| Note payable – related party, net of current portion | $ | 84,333 | $ | 106,333 | ||||||||||||
Table 12.3: Scheduled Principal Maturities of Note Payable – Related Party
| For the twelve months ending June 30, | Amount | |||
| 2027 | $ | 44,000 | ||
| 2028 | 44,000 | |||
| 2029 | 40,333 | |||
| Total | $ | 128,333 | ||
Sale of Vehicle to Managing Member
On April 7, 2026, the Company sold its vehicle to its managing member, who assumed the outstanding vehicle loan of $79,157; the Company recognized a gain on sale of $6,541 (Note 6).
Corporate Credit Card
A
member of the Company is the named holder of a corporate credit card used for Company expenses. Balances are obligations of the Company
and are included in accounts payable and accrued liabilities on the condensed balance sheets as of June 30,
Cycurion, Inc.
Following the Acquisition on June 3, 2026, Cycurion is the Company’s parent and a related party. In connection with the Acquisition, Cycurion will become a guarantor of the Company’s EIDL loan upon approval by the SBA (Note 8). There were no other transactions between the Company and Cycurion from June 3 through June 30, 2026.
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NOTE 13. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From
time to time, the Company may be a party to litigation or claims arising in the ordinary course of business, including those relating
to employment matters, relationships with customers, vendors and contractors, and other business matters. Although the outcome of any
such matter is inherently uncertain, management does not believe that there are any pending or threatened litigation or claims that would
have a material adverse effect on the Company’s financial position, results of operations or cash flows as of June 30,
Leases
The
Company rents office and storage space on a month-to-month basis. Rent and storage expense was $2,346 and $2,552 for the six months ended
June 30,
Employee Retention Credit
ERC refunds received by the Company remain subject to examination by the Internal Revenue Service (Note 11). The Company has not recorded a liability for potential repayment because it does not believe a loss is probable.
Platform Provider Agreement
The
Company purchases security operations platform licenses from its platform provider (Note 14) under an agreement priced on the volume
of monitored customer assets. As of June 30,
NOTE 14. CONCENTRATIONS, RISKS AND UNCERTAINTIES
Credit Risk
The Company’s primary bank deposits are located in the United States. Those deposits are provided protection under FDIC insurance up to a maximum of $250,000. Any deposits in excess of that amount are at risk of loss if the bank becomes insolvent. The Company is subject to risk borne from credit extended to customers, which is mitigated by billing in advance of service.
Interest Risk
The Company’s notes payable bear fixed rates of interest, and its note payable – related party is non-interest-bearing. Accordingly, the Company’s exposure to interest rate risk is limited to interest on credit card balances and any future borrowings.
Inflation Risk
Management monitors changes in price levels. Historically, inflation has not materially impacted the Company’s financial statements; however, significant increases in third-party platform license and contractor costs that cannot be passed on to the Company’s customers could adversely impact the Company’s results of operations.
Concentration Risk
Because revenue is recognized ratably from amounts invoiced in advance, the Company measures customer concentration based on amounts invoiced (billings) during each period. Customers accounting for 10% or more of billings in either period were as follows:
Table 14.1: Billings Concentration by Customer – Based on % of Billings
| 2026 | 2025 | |||||||||||||||
| Customer | Amount | % | Amount | % | ||||||||||||
| A | $ | 333,286 | 45.7 | % | $ | 494,877 | 47.8 | % | ||||||||
| B | $ | 211,292 | 29.0 | % | $ | 211,292 | 20.4 | % | ||||||||
| C | $ | 75,000 | 10.3 | % | $ | 86,556 | 8.4 | % | ||||||||
Customers accounting for 10% or more of accounts receivable, net, at either balance sheet date were as follows:
Table 14.2: Accounts Receivable Concentration by Customer – Based on % of Accounts Receivable, Net
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Customer | Amount | % | Amount | % | ||||||||||||
| A | $ | 160,002 | 85.1 | % | $ | 240,000 | 80.8 | % | ||||||||
Customer A is the same customer identified as Customer A in Table 14.1.
Vendors accounting for 10% or more of purchases (amounts invoiced by vendors) in either period were as follows.
Table 14.3: Purchase Concentration by Vendor – Based on % of Purchases
| 2026 | 2025 | |||||||||||||||
| Vendor | Amount | % | Amount | % | ||||||||||||
| A | $ | 138,088 | 20.3 | % | $ | 359,086 | 48.0 | % | ||||||||
| B | $ | 146,799 | 21.6 | % | $ | 128,666 | 17.2 | % | ||||||||
| C | $ | 60,000 | 8.8 | % | $ | 90,000 | 12.0 | % | ||||||||
| D | $ | 99,297 | 14.6 | % | $ | 81,556 | 10.9 | % | ||||||||
| E | $ | 68,871 | 10.1 | % | $ | 5,175 | 0.7 | % | ||||||||
Vendors B and C are related parties (Note 12).
Table 14.4: Accounts Payable Concentration by Vendor – Based on % of Accounts Payable
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Vendor | Amount | % | Amount | % | ||||||||||||
| A | $ | 24,165 | 31.2 | % | $ | 195,573 | 86.9 | % | ||||||||
| F | $ | 19,201 | 24.8 | % | $ | — | 0.0 | % | ||||||||
Vendor A is the Company’s security operations platform provider, on which the Company relies for the delivery of its MDR services. Vendor F is the Company’s outside accounting firm.
NOTE 15. FAIR VALUE DISCLOSURES
There
were no assets or liabilities recorded at fair value on a recurring basis as of June 30, 2026 or December 31, 2025. Assets that are measured
at fair value on a nonrecurring basis include property and equipment and software development costs, which are recognized at fair value
when they are considered to be impaired. There were no fair value adjustments for assets and liabilities measured on a nonrecurring basis
during the six months ended June 30,
The
carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the
short-term nature of these instruments. The Company estimates the fair value of its notes payable by discounting the contractual cash
flows of each instrument at estimated market rates for debt with similar terms and credit risk, based on the prime rate plus a credit
spread of 6.0% (12.75% at both June 30,
Table 15.1: Carrying Amounts and Estimated Fair Values of Debt
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
| Economic Injury Disaster Loan | $ | 199,684 | $ | 92,549 | $ | 204,447 | $ | 93,108 | ||||||||
| Vehicle loan | — | — | 81,954 | 81,954 | ||||||||||||
| Note payable – related party | 128,333 | 107,425 | 150,333 | 122,238 | ||||||||||||
| Total | $ | 328,017 | $ | 199,974 | $ | 436,734 | $ | 297,300 | ||||||||
The estimated fair values of the EIDL loan and the note payable – related party are less than their carrying amounts because the EIDL loan bears a below-market fixed rate of 3.75% available through a government program and the note payable – related party is non-interest-bearing.
NOTE 16. SUBSEQUENT EVENTS
The
Company evaluated subsequent events from the date of the balance sheet as of June 30,
| 38 |