Core Viewpoint - Uniserve Communications Corporation has successfully completed the acquisition of Megawire Inc., enhancing its service offerings and expanding its market presence in Canada and the US [1][10]. Acquisition Details - The total purchase price for the acquisition of Megawire was $6,500,000, which included the issuance of 3,431,961 common shares at a price of $0.5828 per share, totaling $2,000,000 [3]. - Uniserve also entered into agreements to acquire Brimax Financial Services Inc. for $2,400,000 in cash and Waterloo Wireless Inc. for $2,100,000 through a convertible note [3][4]. Financial Structure - The acquisition of Brimax involved a cash payment of $2,150,000 to shareholders, with $250,000 held in escrow for potential adjustments [3]. - The convertible note for Waterloo has a three-year term with an annual interest rate of 7%, allowing the noteholder to convert up to 50% of the note value into Uniserve shares [5][6]. Asset Acquisition - The assets acquired from Megawire include all business operations, intellectual property, and approximately $100,000 in inventory, while excluding cash, working capital, and certain liabilities [7]. - Uniserve has committed to offering employment to all Megawire employees under similar terms, recognizing their seniority for future severance [7]. Strategic Impact - The acquisition is expected to enhance Uniserve's service depth and strengthen its data center portfolio, particularly in eastern Canada, supporting the growth of recurring revenue-based services [10]. - The company aims to leverage this acquisition to meet the increasing demand for digital transformation among Canadian businesses [10]. Loan and Financing - Uniserve secured a loan of $2,500,000 from 369 Terminal Holdings Ltd., an insider, to finance part of the acquisitions, with an interest rate of 8% per annum [11][12]. - The loan is considered a related party transaction but is exempt from formal valuation and minority shareholder approval requirements [12]. Management and Operational Agreements - A consulting agreement was established with Emerald Flow Consulting Inc. for management services related to Megawire's business, with a total payment of $225,000 over 12 months [9]. - Uniserve has also signed a 10-year lease for office space in Waterloo, Ontario, with a monthly rent of approximately $31,000 [9].

As filed with the U.S. Securities and Exchange Commission on December 22, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) Delaware 7371 86-3720717 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, including zip code, and tel ...

As filed with the U.S. Securities and Exchange Commission on December 22, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) Delaware 7371 86-3720717 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, including zip code, and tel ...

CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on December 2, 2025 File No. 333-291819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Delaware 7371 86-3720717 (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, incl ...

As filed with the Securities and Exchange Commission on December 2, 2025 File No. 333-291819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7371 86-3720717 (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, incl ...

Core Insights - Uniserve Communications Corporation has appointed Gautam Lohia as Chairman of the Board, effective immediately after the Annual General Meeting on November 24, 2025 [1] - Lohia's leadership is expected to guide Uniserve's transformation into a next-generation Digital Infrastructure Platform, moving away from a traditional ISP model [2][3] - The company is focusing on expanding its Managed Service Provider (MSP) footprint and integrated data center ecosystem, aligning itself with critical infrastructure providers [3] Leadership and Strategic Direction - Kwin Grauer, the Interim CEO, expressed confidence in Lohia's experience and strategic clarity, which will be crucial for Uniserve's next phase of execution and value creation [4] - Lohia highlighted Uniserve's unique position to capitalize on the growing demand for secure and reliable digital services across Canada, indicating a pivotal stage of growth for the company [4] Company Overview - Uniserve provides IT solutions, including Data Centre Solutions, Managed IT Services, and Business Internet, with operations in Vancouver, Calgary, and Waterloo [5] - The company aims to deliver secure, reliable, and scalable services to support client operations [6]

Core Points - Uniserve Communications Corporation held its Annual General Meeting on November 24, 2025, where significant votes were cast regarding company governance and financial matters [1] - A total of 34,849,556 common shares are issued and outstanding, with 21 shareholders representing 45.79% of the total shares voting [2] - The number of directors to be elected was set at eight, with the reappointment of seven existing directors and the addition of Steven Maxwell [3][4] - The company's auditors were reappointed, ensuring continuity in financial oversight [5] - The Stock Option Plan received overwhelming shareholder approval, with 98.94% voting in favor [6] Company Overview - Uniserve provides IT solutions, including Data Centre Solutions, Managed IT Services, and Business Internet, operating from Vancouver, Calgary, and Waterloo [7]

Core Viewpoint - Uniserve Communications Corporation has entered into definitive agreements to acquire Megawire Inc., enhancing its managed IT services and expanding its market presence in Canada and the US [1][9]. Transaction Details - The total purchase price for the acquisition is $6,500,000, which includes $2,000,000 in Uniserve shares, $2,400,000 in cash for Brimax shares, and $2,100,000 under a convertible note for Waterloo shares [3][4]. - The convertible note will have a three-year term with an annual interest rate of 7%, secured against Waterloo's assets [4]. Share Issuance and Conversion - Uniserve shares issued under the note will have a conversion price of $0.75 in Year 1, $1.00 in Year 2, and $1.25 in Year 3 [5]. - The shares will be issued at a deemed value based on the lower of $0.60 or the volume-weighted average price (VWAP) for the 10 trading days prior to closing, with a minimum price of $0.47 [4]. Consulting and Non-Competition Agreements - A 12-month consulting agreement will be established with Emerald Flow Inc. for management services, and non-competition agreements will be in place for Megawire and its principal for 24 months [6]. Approval and Closing - The transaction is subject to approval from the TSX Venture Exchange, with intentions to close as soon as possible after receiving approval [8]. Strategic Impact - The acquisition is expected to enhance Uniserve's service offerings, particularly in eastern Canada, and support the growth of recurring revenue streams [9].

Core Insights - Uniserve Communications Corporation has entered into a Memorandum of Understanding with Railtown AI Technologies to develop scalable AI solutions for small and medium-sized enterprises (SMEs) [1][3] - The partnership aims to leverage Uniserve's existing infrastructure and customer base to deliver practical AI applications, enhancing efficiency and competitiveness for SMEs [2][3] Partnership Overview - The collaboration combines Uniserve's services in Data Centre infrastructure, ISP infrastructure, and Managed IT Services, supporting around 3,000 SME customers [2] - Railtown's AI tools will enable Uniserve's customers to implement modernization strategies and meet the rising demand for cost-effective AI solutions [2][3] Market Opportunity - SMEs represent over 90% of Canadian businesses, indicating a significant market opportunity for AI solutions [3] - The partnership is positioned to deliver rapidly deployable AI solutions, such as workflow automation and predictive analytics, to enhance operational efficiency for SMEs [3] Revenue Growth Potential - Uniserve plans to develop and host AI applications, GPUs, and customized cloud solutions, leading to new revenue streams and continued growth [4] - The implementation of agentic AI applications internally aims to improve operational efficiencies, particularly in managed service provider help desk operations [5] Strategic Rationale - The partnership with Railtown allows Uniserve to expand its service offerings and strengthen its position in the Canadian IT services market [7] - The existing network of SME customers provides a strong foundation for deploying AI solutions [7] Leadership Comments - Kwin Grauer, Chairman and Interim CEO of Uniserve, emphasized the partnership's role in delivering AI-enabled solutions to SMEs and increasing GPU compute capacity [8] - Cory Brandolini, CEO of Railtown, highlighted the collaboration's potential to enhance accessibility to AI technologies for SMEs and drive innovation in Canada's AI ecosystem [8]

Financial Performance - Revenues for fiscal 2025 were $6,972K, an increase from $6,439K in the prior fiscal year, representing a growth of approximately 8.3% [1][2] - The operating loss for fiscal 2025 was $1,681K, compared to an operating loss of $239K in the previous year, indicating a significant increase in losses [1][2] - The net loss for fiscal 2025 was $1,899K, up from a net loss of $191K in the prior fiscal year, reflecting a substantial deterioration in financial performance [1][2] Cost Structure - Cost of revenues increased to $3,864K in fiscal 2025 from $3,493K in fiscal 2024, marking a rise of approximately 10.6% [2] - Total expenses for fiscal 2025 were $4,789K, compared to $3,186K in fiscal 2024, indicating a year-over-year increase of about 50.3% [2] - Significant increases were noted in operations and service delivery expenses, which rose to $3,265K from $2,427K, and amortization of intangible assets, which increased to $79K from $26K [2] Company Overview - Uniserve Communications Corporation provides IT solutions and services to both business and residential customers in Canada [3] - The company operates in three core verticals: Data Centre Solutions, Managed IT Services, and Business Internet, with a focus on delivering secure and reliable IT solutions [3]