Form 8-K/A

8-K/A — Cycurion, Inc.

Accession: 0001493152-26-048983

Filed: 2026-10-28

Period: 2026-06-03

CIK: 0001868419

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K/A

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): June 3, 2026

Cycurion,

Inc.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-41214

86-3720717

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1640

Boro Place, Suite

420C McLean,

Virginia

22102

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (888) 341-6680

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

stock, par value $0.0001 per share

CYCU

The

NASDAQ Stock Market LLC

Redeemable

warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share

CYCUW

The

NASDAQ Stock Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

This

Current Report on Form 8-K/A (Amendment No. 1) amends the Current Report on Form 8-K filed by Cycurion, Inc. (the “Company”)

with the U.S. Securities and Exchange Commission on June 9, 2026 (the “Original Form 8-K”), which reported the completion

on June 3, 2026 of the merger contemplated by that certain Merger Agreement, dated May 21, 2026, by and among the Company, Cycurion Merger

Sub, LLC and Secuvant, LLC (“Secuvant”), pursuant to which Cycurion Merger Sub, LLC merged with and into Secuvant, with Secuvant

surviving as a wholly owned subsidiary of the Company.

This

Amendment is being filed to provide the financial statements required by Item 9.01(a) of Form 8-K and the unaudited pro forma financial

information required by Item 9.01(b) of Form 8-K, and to furnish management’s discussion and analysis of financial condition and

results of operations of Secuvant as supplemental information.

Except

as expressly provided herein, this Amendment does not modify, amend or supplement any information contained in the Original Form 8-K.

Item

9.01 Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

The

audited financial statements of Secuvant as of December 31, 2025, and 2024 and for the years then ended, together with the related

notes and the report of WWC, P.C., independent registered public accounting firm, and the unaudited condensed interim financial statements

of Secuvant as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, together with the related notes, are filed as Exhibit

99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b)

Pro Forma Financial Information.

The

unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Secuvant is filed as

Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.

The

unaudited pro forma condensed combined financial information has been prepared for informational purposes only in accordance with Article

11 of Regulation S-X and is not necessarily indicative of the financial position or results of operations that would have occurred had

the acquisition been completed on the dates assumed therein, nor is it necessarily indicative of future results.

Supplemental

Information.

Management’s

discussion and analysis of financial condition and results of operations of Secuvant as of and for the years ended December 31, 2025,

and 2024 and as of and for the six months ended June 30, 2026 and 2025 is furnished as Exhibit 99.3 to this Current Report on Form 8-K/A

and is incorporated herein by reference.

(d)

Exhibits.

Exhibit

No.

Description

23.1

Consent of WWC, P.C., independent registered public accounting firm.

99.1

Historical Financial Statements of Secuvant, LLC

99.2

Unaudited Pro Forma Condensed Combined Financial Information.

99.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Secuvant, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

CYCURION,

INC.

Date:

October

28, 2026

By:

/s/

L. Kevin Kelly

Name:

Kevin Kelly

Title:

Chief

Executive Officer

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit

23.1

Consent

of Independent Registered Public Accounting Firm

hereby consent to the incorporation by reference in the Registration Statement on Form S-1 of Cycurion Inc. of our report dated October

28, 2026 with respect to our audits of the balance sheets of Secuvant LLC as of December 31, 2025 and 2024, and the related income statements,

changes in members’ deficit , and cash flows and the related notes and schedules (collectively referred to as the “financial

statements”) for each of the years ended December 31, 2025 and 2024.

also consent to the reference of WWC, P.C., as an independent registered public accounting firm, as “Experts” in matters

of accounting.

San

Mateo, California

WWC,

P.C.

October

28, 2026

Certified

Public Accountants

PCAOB

ID: 1171

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

HISTORICAL

FINANCIAL STATEMENTS OF SECUVANT, LLC

Index

A. Audited

Financial Statements as of December 31, 2025, and 2024 and for the Years Then Ended

B. Unaudited

Condensed Financial Statements as of June 30, 2026, and December 31, 2025 and for

the Six Months Ended June 30, 2026, and 2025

SECUVANT,

LLC

FINANCIAL

STATEMENTS

For

the Years Ended December 31, 2025, and 2024

SECUVANT,

LLC

TABLE

OF CONTENTS

Report of Independent Registered Public Accounting Firm

Balance Sheets

Income Statements

Statements of Changes in Members’ Deficit

Statements of Cash Flows

Notes to Financial Statements

9–22

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:

The Board of Directors and Stockholders of Secuvant LLC

Opinion

on the Financial Statements

have audited the accompanying balance sheets of Secuvant LLC (the “Company”) as of December 31, 2025 and 2024, and the related

statements of operations, member’s equity (deficit), and cash flows for each of the two years ended December 31, 2025 and 2024,

and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of

its operations and its cash flows for each of the two-years ended December 31, 2025 and 2024, in conformity with accounting principles

generally accepted in the United States of America.

Substantial

Doubt about the Company’s Ability to Continue as a Going Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note

3 to the financial statements, the Company has a members’ deficit, a working capital deficit, concentrates its billings among a

limited number of customers, and experienced a decline in billings in 2025 compared with 2024 that raise substantial doubt about its

ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3. The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits,

we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provide a reasonable basis for our opinion.

/s/

WWC, P.C.

Certified

Public Accountants

PCAOB

ID: 1171

have served as the Company’s auditor since 2026.

San

Mateo, California

October

28, 2026

SECUVANT,

LLC

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

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

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.

SECUVANT,

LLC

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.

SECUVANT,

LLC

STATEMENTS

OF CHANGES IN MEMBERS’ DEFICIT

For

the Years Ended December 31, 2025, and 2024

Members’

Capital

Accumulated

Deficit

Total

Members’

Deficit

Balance, December 31, 2023

$ 281,782

$ (1,715,723 )

$ (1,433,941 )

Net income

—

168,532

Balance, December 31, 2024

281,782

(1,547,191 )

(1,265,409 )

Net income

—

786,925

Balance, December 31, 2025

$ 281,782

$ (760,266 )

$ (478,484 )

The

accompanying notes are an integral part of these financial statements.

SECUVANT,

LLC

STATEMENTS

OF CASH FLOWS

For

the Years Ended December 31, 2025, and 2024

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 )

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.

SECUVANT,

LLC

NOTES

TO FINANCIAL STATEMENTS

For

the Years Ended December 31, 2025, and 2024

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.

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, 2025, and 2024 and its results of operations and cash flows for the years then ended. The

Company has no subsidiaries.

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.

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 transfer and is accounted for as a single performance obligation. Set-up and onboarding activities that do not transfer

a distinct service are combined with the related managed service. Security assessments, penetration testing and other project-based professional

services are separate performance obligations.

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

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.

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 on

December 31, 2025, or 2024.

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 on December

31, 2025, or 2024 (Note 5).

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 payable are disclosed in Note 15.

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 completed, and the software has entered the application development stage; costs incurred

during the preliminary project stage are expensed as incurred. Capitalized costs consist principally of fees paid to outside developers.

Once substantial testing is complete and the software is ready to be used, capitalization of costs ceases. Costs of post-implementation

operation, training and maintenance are expensed as incurred.

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.

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, 2025, and 2024.

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).

of December 31, 2025, and 2024, the Company did not have any financial instruments measured at fair value on a recurring basis.

For financial instruments including cash, accounts receivable, accounts payable and accrued liabilities, the carrying amount approximates

fair value due to the short-term maturities of these instruments. See Note 16 for the fair value of the Company’s notes payable.

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 purposes and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled. A valuation allowance is established when it is more likely than not that some or all of the deferred

tax assets will not be realized.

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 2022, and later years remain subject to examination.

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).

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 recognized and rent and storage costs are expensed

as incurred (Note 14).

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

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

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.

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.

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.

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 270 and is effective for interim reporting periods within annual reporting periods

beginning after December 15, 2027. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its

financial statements.

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, 2025, and its

Quarterly Report on Form 10-Q for the period ended June 30, 2026. Because the Company’s operations are integrated with Cycurion’s,

Cycurion’s financial condition could affect the Company’s liquidity, including through intercompany charges, shared personnel

or cash management. The Company is not a borrower or guarantor under, and its assets are not pledged as collateral for Cycurion’s

indebtedness. Based on its evaluation, management concluded that there is substantial doubt about the Company’s ability to continue

as a going concern.

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.

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, 2025, and 2024:

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

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, 2025,

and 2024.

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, 2025, and 2024, the Company recorded depreciation expense of $8,956 and $2,640, respectively, which

is presented as depreciation of property and equipment in the income statements. During the year ended December 31, 2025, the Company

purchased computer equipment of $1,439 and acquired a vehicle for $85,900, financed entirely by a note payable (Note 8). Additionally,

as part of its review of property and equipment, the Company removed fully depreciated assets that were no longer in service, with an

original cost of $1,881 during the year ended December 31, 2025, and $260,509 during the year ended December 31, 2024, together

with the related accumulated depreciation, from the accounts.

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, 2025, and 2024, no capitalized software

remained under development or awaiting deployment.

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

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

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

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

expense was $14,871 and $28,013 for the years ended December 31, 2025, and 2024, respectively, including interest on credit card

balances. Cash paid for interest was $14,871 and $27,655 for the years ended December 31, 2025 and 2024, respectively; the difference

in interest expense and cash paid for interest for the year ended December 31, 2024 of $358 represents net non-cash adjustments of loan

balances to lenders’ amortization schedules that were recorded in interest expense. The Company had no debt issuance costs or debt

discounts during the periods presented.

NOTE

9. LINE OF CREDIT

Table

9: Details of Line of Credit

As of December 31,

2025

2024

Line of credit

$ —

$ 60,000

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, 2025, and 2024. On June 3, 2026, Cycurion acquired

100% of the membership interests of the Company (Note 17).

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 on December 31, 2024, which were unchanged until the forfeiture of Class B units on August 29, 2025, and the accumulated

deficit at December 31, 2023 is allocated in proportion to ownership interests at that date. The following table presents members’

deficit by member:

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, 2025, and 2024, respectively.

NOTE

12. GOVERNMENT ASSISTANCE – EMPLOYEE RETENTION CREDIT

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, 2025, and 2024, respectively, and are presented in management and consulting fees – related parties (Table

13.1). In addition, the Company reimbursed Clear Path Investments for expenses paid on the Company’s behalf of $21,831 and $13,553

for the years ended December 31, 2025 and 2024, respectively, and, during 2025, for continuation health coverage premiums of $17,388,

which are included in selling, general and administrative expenses. At December 31, 2025, accounts payable and accrued liabilities included

an advance of $8,688 to Clear Path Investments. The arrangement ended upon the Acquisition on June 3, 2026.

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, 2025, and 2024, respectively, and

are presented in management and consulting fees – related parties (Table 13.1). During 2025, Lighthouse Business Catalysts also

billed the Company $55,000 for the services of an outside contractor provided to the Company, which is included in selling, general and

administrative expenses. In addition, accounts payable and accrued liabilities included $10,000 and $15,000 due to Lighthouse Business

Catalysts at December 31, 2025, and 2024, respectively.

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, 2025, and 2024, respectively, a portion of which was capitalized as software development

costs (Note 7). Accounts payable and accrued liabilities included $9,578 and $3,546 due to JourneyTEAM at December 31, 2025, and

2024, 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, 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, 2025, and 2024, respectively, of which $106,333 and $150,333, respectively, was classified as non-current (Table

13.2), and the Company made principal payments of $44,000 during each of the years ended December 31, 2025 and 2024.

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 )

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

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, 2025, and 2024.

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, 2025,

and 2024.

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, 2025, and 2024, respectively. The Company has no lease commitments with terms in excess of twelve months and no right-of-use

assets or lease liabilities.

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, 2025, and 2024, the Company was committed to purchase operations platform licenses

valued at $127,649 and $170,026, respectively.

NOTE

15. CONCENTRATIONS, RISKS AND UNCERTAINTIES

Credit

Risk

The

Company’s primary bank deposits are located in the United States. Those deposits are provided with 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 in 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 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

$ 1,226,100

60.9 %

$ 1,461,138

61.6 %

$ 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

$ 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

$ 606,880

42.3 %

$ 818,896

52.7 %

$ 265,728

18.5 %

$ 176,798

11.4 %

$ 175,000

12.2 %

$ 180,000

11.6 %

$ 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

$ 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, 2025, or 2024. 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 years ended December 31, 2025 and 2024.

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% on December 31, 2025, and 2024, respectively); these inputs are unobservable and are

classified as Level 3 within the fair value hierarchy. The carrying amount of the vehicle loan approximated its fair value on

December 31, 2025, based on its recent origination, and the carrying amount of the line of credit approximated its fair value on

December 31, 2024, based on its short-term nature. The carrying amounts and estimated fair values of the Company’s debt were as

follows:

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

—

Note payable – related party

150,333

122,238

194,333

146,913

Line of credit

—

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, 2025, through October 21, 2026, the date

the financial statements were available to be issued. There are two types of subsequent events: (i) recognized, or those that provide

additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the

process of preparing financial statements, and (ii) nonrecognized, or those that provide evidence with respect to conditions that did

not exist at the date of the balance sheet but arose subsequent to that date. The Company did not identify any recognized subsequent

events. The following nonrecognized subsequent events were identified:

Sale

of Vehicle to Managing Member

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

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.

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.

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.

SECUVANT,

LLC

CONDENSED

FINANCIAL STATEMENTS (UNAUDITED)

For

the Six Months Ended June 30, 2026, and 2025 (Unaudited)

SECUVANT,

LLC

TABLE

OF CONTENTS

Condensed Balance Sheets

Condensed Income Statements

Condensed Statements of Changes in Members’ Deficit

Condensed Statements of Cash Flows

Notes to Condensed Financial Statements

29–38

SECUVANT,

LLC

CONDENSED

BALANCE SHEETS

June

30, 2026 and December 31, 2025 (Unaudited)

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

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

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.

SECUVANT,

LLC

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.

SECUVANT,

LLC

CONDENSED

STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT

For

the Six Months Ended June 30, 2026, and 2025 (Unaudited)

Members’ Capital

Accumulated Deficit

Total Members’ Deficit

Balance, December 31, 2024

$ 281,782

$ (1,547,191 )

$ (1,265,409 )

Net income

—

243,052

Balance, March 31, 2025

281,782

(1,304,139 )

(1,022,357 )

Net income

—

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

Balance, March 31, 2026

281,782

(582,992 )

(301,210 )

Net income

—

78,065

Balance, June 30, 2026

$ 281,782

$ (504,927 )

$ (223,145 )

The

accompanying notes are an integral part of these condensed financial statements.

SECUVANT,

LLC

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 )

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.

SECUVANT,

LLC

NOTES

TO CONDENSED FINANCIAL STATEMENTS

For

the Six Months Ended June 30, 2026, and 2025 (Unaudited)

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.

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.

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, 2026, and for the six months ended June 30, 2026 and 2025 are unaudited

and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)

for interim financial information and Rule 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”),

for inclusion in a Current Report on Form 8-K of Cycurion pursuant to Rule 8-04 of Regulation S-X. The condensed balance sheet as of

December 31, 2025, was derived from the Company’s audited financial statements. The Company has no subsidiaries.

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

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.

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.