U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10QSB
(Mark One)

[X]      Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the quarterly period ended March 31, 2004

[ ]      Transition report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

For the transition period from ____________ to ______________

                       For the Period Ended March 31, 2004

                        Commission file number 000-33415


                              CYBERLUX CORPORATION
                 (Name of Small Business Issuer in Its Charter)

              Nevada                              91-2048178
     (State of Incorporation)          (IRS Employer Identification No.)

                              4625 Creekstone Drive
                                    Suite 100
                             Research Triangle Park
                                Durham, NC 27703

                    (Address of Principal Executive Offices)

                                 (919) 474-9000

                            Issuer's Telephone Number


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

           Yes  [x]   No [ ]

As of March 31, 2004, the Company had 11,944,905  shares of its par value $0.001
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

           Yes  [ ]   No [X]


                                       i


                              CYBERLUX CORPORATION

                                Table of Contents



   PART I. FINANCIAL INFORMATION

   ITEM  1. FINANCIAL STATEMENTS................................................
      Condensed Balance Sheets.................................................3
      Condensed Statement of Losses............................................3
      Condensed Statements of Cash Flows.......................................3
      Condensed Statement of Deficiency in Stockholders'
        Equity.................................................................3
   Notes to  Condensed Financial Statements.................................3-10

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS...............................3
      General Overview.........................................................3
      Results of Operations....................................................4
      Revenues.................................................................5
      Costs and Expenses.......................................................5
      Liquidity and Capital Resources..........................................5
      Product Research and Development.........................................5
      Acquisition of Plant and Equipment and Other Assets......................7
      Number of Employees......................................................7
      Trends, Risks and Uncertainties..........................................7
      Cautionary Factors that May Affect Future Results........................8

   ITEM 3. CONTROLS AND PROCEDURES.............................................8
      Evaluation of Disclosure controls and Procedures.........................8
      Changes in internal controls.............................................8

   PART II - OTHER INFORMATION.................................................9
      Item 1. Legal Proceedings................................................9
      Item 2. Changes in Securities and Use of Proceeds........................9
      Item 3. Defaults Upon Senior Securities.................................10
      Item 4. Submission of Matters to a Vote of Security Holders.............10
      Item 5. Other Information...............................................10
      Item 6. Exhibits and Reports on From 8-K................................10
      INDEX TO EXHIBITS.......................................................11
      SIGNATURES..............................................................11
      CERTIFICATIONS..........................................................12
      CERTIFICATIONS..........................................................13
      EXHIBIT 99.1............................................................14
      EXHIBIT 99.2............................................................15



                                       ii



Item 1. Financial Information

                              CYBERLUX CORPORATION
                         INDEX TO FINANCIAL INFORMATION



                                                                                                                      PAGE NO

                                                                                                               
Condensed Balance Sheets at March 31, 2004 and December 31, 2003                                                        F-3

Condensed  Statement  of Losses for the three  months  ended of March 31, 2004 and 2003 and the period from May
17, 2000 ( date of inception ) through March 31, 2004                                                                   F-4

Condensed  Statement of (Deficiency) in Stockholders'  Equity for the Period May 17, 2000 (Date of Inception)
through March 31, 2004                                                                                              F-5 to F-7

Condensed  Statement  of Cash flows for the three months ended March 31, 2004 and March 31, 2003 and the period
from May 17, 2000 ( date of inception ) through March 31, 2004                                                      F-8 to F-9

Notes to  Unaudited Condensed Financial  statements                                                                F-10 to F-14




                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)



                                                                     Unaudited         Audited
                                                                  March 31 ,2004   December 31 ,2003
                                                                    -----------       -----------
                                                                                
ASSETS
Current assets:
  Cash and cash equivalents                                         $    19,233       $    16,247
  Accounts receivable                                                     9,816                --
            Total current assets                                         29,049            16,247

Property, plant and equipment, net of accumulated depreciation of
$ 62,941 and $ 44,649 respectively                                       55,727            68,845
                                                                    -----------       -----------


Other assets- deposits                                                       --           236,000
                                                                    -----------       -----------

Total Assets                                                        $    84,776       $   321,092
                                                                    ===========       ===========

LIABILITIES AND (DEFICIENCY) IN STOCKHOLDERS' EQUITY
Current liabilities:
  Accued interest                                                   $    51,716       $   104,976
  Other accrued liabilities                                             207,206           296,388
  Management fees payable - related party                               311,838           996,508
  Advance deposits                                                       32,403                --
  Short term notes payable - shareholders                               122,845           207,845
  Short term notes payable                                              120,000           320,000
                                                                    -----------       -----------
          Total current liabilities                                     846,008         1,925,717
                                                                    -----------       -----------

Long Term liabilities - warrants payable - convertible preferred        347,610           347,610

(Deficiency) in Stockholders' Equity:
Convertible preferred stock                                             800,001                 1
Common stock                                                             11,945             8,049
Additional paid-in capital                                            2,820,756         2,337,736
Subscription receivable                                                      --          (276,186)

Deficit accumulated during development stage                         (4,741,544)       (4,021,835)
                                                                    -----------       -----------

(Deficiency) in stockholders' equity                                 (1,108,842)       (1,952,235)
                                                                    -----------       -----------
    Total liabilities and (Deficiency) in Stockholders' Equity      $    84,776       $   321,092



    See accompanying notes to the unaudited condensed financial information.
                                       F-3



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                                          For the Period May 17, 2000
                                                          For the Three Months Ended      (date of inception) Through
                                                       March 31, 2004     March 31, 2003         March 31, 2004
                                                       --------------     --------------  ---------------------------
                                                                                         
Revenue                                                 $     9,968         $        --           $    83,354
Cost of goods sold                                            8,395                  --               167,224
                                                        -----------         -----------           -----------
Gross profit (loss)                                           1,573                  --               (83,870)
                                                        -----------         -----------           -----------

Operating Expenses
   Depreciation and amortization                             18,291               5,125               344,189
   General and administrative expenses                      268,798             203,933             2,861,370
                                                        -----------         -----------           -----------
Total Operating Expenses                                    287,089             209,058             3,205,559
                                                        -----------         -----------           -----------

(Loss) from Operations                                     (285,516)           (209,058)           (3,289,429)

Other Income (expense)                                       15,000                  --                15,000
Interest Income                                             (49,193)                 --              (330,866)
Interest Expense                                                 --             (20,917)                   --

Income Taxes                                                     --                  --                    --
                                                        -----------         -----------           -----------

Net Loss Before Preferred Dividend                         (319,709)           (229,975)           (3,605,295)

   Preferred  dividend -  beneficial  conversion
   discount on convertible preferred
                                                            400,000                  --             1,136,250

Net Loss                                                $  (719,709)        $  (229,975)          $(4,741,545)
                                                        ===========         ===========           ===========

   Weighted  average  number  of  common  shares
   outstanding - basic and fully diluted                 11,907,762           6,736,322                    n/a
   Net (loss) per share - basic & fully diluted              $(0.06)             $(0.03)                   n/a




    See accompanying notes to the unaudited condensed financial information.
                                       F-4



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY FOR THE
         PERIOD MAY 17, 2000 (DATE OF INCEPTION) THROUGH MARCH 31, 2004
                                   (UNAUDITED)



                                                                                                        STOCK
                                     COMMON STOCK           PREFERRED STOCK          ADDITIONAL      SUBSCRIPTION
                                                                                                      RECEIVABLE
                                                                                       PAID IN
                                  SHARES      AMOUNT     SHARES         AMOUNT         CAPITAL




                                                                                               
Common  shares issued in May,
2000 to  founders in exchange
for cash at $0.01 per share      1,640,000      $1,640           -            -               $560               -


Common  shares issued in May,
2000    in    exchange    for
research   and    development
services  valued at $.09 pers
share                              750,000         750           -             -            68,003              -



Common  shares issued in May,
2000    in    exchange    for
services  valued  @ $.05  per
share                              875,000         875            -            -            35,710               -


Common   shares   issued   in
July,  2000 in  exchange  for
convertible  debt at $.15 per
share                              288,000         288            -            -            39,712               -


Capital     contributed    by
principal shareholders                   -          -             -            -            16,000               -

Common   shares   issued   in
November  , 2000 in for  cash
in  connection  with  private
placement $.15 per share           640,171         640            -            -            95,386               -

Common   shares   issued   in
November  , 2000 in  exchange
for  services   valued  @$.15
per    share    issued    for
consulting services                122,795         123            -            -            18,296               -

                                                                                                 -               -
Net loss                                 -           -            -            -                 -               -
                                 ---------    --------     --------     --------          --------        --------

BALANCE, DECEMBER 31, 2000       4,315,966       4,316            -            -           273,667               -

Common   shares   issued   in
January  , 2000  in  exchange
for   convertible   debt   at
$.15 per share                     698,782        699             -            -           104,118               -

Stock options  issued in May,
2001   valued   @  $.15   per
option   in   exchange    for
services                                 -           -            -            -            52,500               -

Warrant  issued  in May 2001,
valued  at $015  per  warrant
in exhange for  placement  of
debt                                     -           -            -            -            75,000               -

Common   shares   issued   in
September  2001 in  excercise
for   warrant   at  $.15  per
share                                3,000           3            -            -               447               -

Common   shares   issued   in
September  2001  for  cash in
connection  with excercise of
warrant at $.10 per share          133,000         133            -            -            13,167               -

Common   shares   issued   in
November  2001  for  cash  in
connection  with excercise of
warrant at $.0001 per share        500,000         500            -            -                 -               -

Common  shares  issued in Nov
,  01  in  on   excercise  of
options at $.0001 per share        350,000         350            -            -                 -               -





                               DEFECIENCY        TOTAL IN
                             ACCUMALATED      SHAREHOLDERS
                                                 EQUITY
                                DURING
                             DEVELOPMENT

                                STAGE
                                 2004

                                               
Common  shares issued in May,
2000 to  founders in exchange
for cash at $0.01 per share              -            $2,200


Common  shares issued in May,
2000    in    exchange    for
research   and    development
services  valued at $.09 pers
share                                    -            68,753



Common  shares issued in May,
2000    in    exchange    for
services  valued  @ $.05  per
share                                    -            36,585


Common   shares   issued   in
July,  2000 in  exchange  for
convertible  debt at $.15 per
share                                    -            40,000


Capital     contributed    by
principal shareholders                   -            16,000

Common   shares   issued   in
November  , 2000 in for  cash
in  connection  with  private
placement $.15 per share                  -           96,026

Common   shares   issued   in
November  , 2000 in  exchange
for  services   valued  @$.15
per    share    issued    for
consulting services                      -            18,419


Net loss                          (454,651)         (454,651)
                                  --------          --------

BALANCE, DECEMBER 31, 2000        (454,651)         (176,668)

Common   shares   issued   in
January  , 2000  in  exchange
for   convertible   debt   at
$.15 per share                          -            104,817

Stock options  issued in May,
2001   valued   @  $.15   per
option   in   exchange    for
services                                 -            52,500

Warrant  issued  in May 2001,
valued  at $015  per  warrant
in exhange for  placement  of
debt                                     -            75,000

Common   shares   issued   in
September  2001 in  excercise
for   warrant   at  $.15  per
share                                    -               450

Common   shares   issued   in
September  2001  for  cash in
connection  with excercise of
warrant at $.10 per share                -            13,300

Common   shares   issued   in
November  2001  for  cash  in
connection  with excercise of
warrant at $.0001 per share              -               500

Common  shares  issued in Nov
,  01  in  on   excercise  of
options at $.0001 per share              -               350


    See accompanying notes to the unaudited condensed financial information.

                                       F-4



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY FOR THE
         PERIOD MAY 17, 2000 (DATE OF INCEPTION) THROUGH MARCH 31, 2004
                                   (UNAUDITED)



                                                                                                        STOCK
                                     COMMON STOCK           PREFERRED STOCK         ADDITIONAL      SUBSCRIPTION
                                                                                                        RECEIVABLE
                                                                                      PAID IN
                                 SHARES      AMOUNT    SHARES          AMOUNT         CAPITAL

                                                                                               
Common   shares   issued   in
December,  2001  in  exchange
for   convertible   debt   at
$.50 per share                     133,961         134            -            -            66,847               -

Common   shares   issued   in
December,  2001  in  exchange
for  debt at $.50 per share         17,687          17            -            -             8,825

Net loss                                 -           -            -            -                 -               -
                                 ---------   ---------    ---------    ---------         ---------       ---------

BALANCE AT DECEMBER 31, 2001     6,152,396       6,152            -            -           594,571               -

Common  shares issued in May,
2002    in    exchange    for
services  valued  at $.70 per
share                               70,000          70            -            -            49,928               -

Common   shares   issued   in
November,  2002  in  exchange
for  services  valued at $.25
per share                          150,000         150            -            -            37,350               -

Common   shares   issued   in
December,   2002  as   rights
offerings at $0.25 per share       256,000         256            -            -            63,744               -

Subscription  receivable  for
10,000 shares issued                     -           -            -            -                 -         (2,500)
                                                                                                 -               -
Net loss                      -                      -            -            -
                                 ---------   ---------    ---------    ---------         ---------       ---------

BALANCE AT DECEMBER 31, 2002     6,628,396       6,628            -            -           745,593         (2,500)

Common   shares   issued   in
March ,  2003  in  connection
with  excercise of options at
$.0001 per share                   250,000         250            -            -                 -               -

Funds   received   for  stock
subscription                             -           -            -            -                 -           2,500

Common   shares   issued   to
Cornell  Capital  Partners in
March   2003  in   connection
with Loan  Commitment  valued
at $0.75 per share                 300,000         300            -            -           224,700               -

Common   shares   issued   in
March , 2003 in exchange  for
services  valued at $0.75 per
share                               13,333          14            -            -             9,987               -




                                     DEFECIENCY     TOTAL IN
                                    ACCUMALATED     SHAREHOLDERS
                                                    EQUITY
                                     DURING
                                   DEVELOPMENT
                                      STAGE
                                                  
Common   shares   issued   in
December,  2001  in  exchange
for   convertible   debt   at
$.50 per share                                 -            66,981

Common   shares   issued   in
December,  2001  in  exchange
for  debt at $.50 per share                                  8,842

Net loss                                (636,274)         (636,274)
                                       ---------         ---------

BALANCE AT DECEMBER 31, 2001          (1,090,925)        $(490,202)

Common  shares issued in May,
2002    in    exchange    for
services  valued  at $.70 per
share                                           -           49,998

Common   shares   issued   in
November,  2002  in  exchange
for  services  valued at $.25
per share                                       -           37,500

Common   shares   issued   in
December,   2002  as   rights
offerings at $0.25 per share                    -           64,000

Subscription  receivable  for
10,000 shares issued                            -           (2,500)

Net loss                      -         (700,104)         (700,104)
                                       ---------         ---------

BALANCE AT DECEMBER 31, 2002          (1,791,029)       (1,041,308)

Common   shares   issued   in
March ,  2003  in  connection
with  excercise of options at
$.0001 per share                               -               250

Funds   received   for  stock
subscription                                    -            2,500

Common   shares   issued   to
Cornell  Capital  Partners in
March   2003  in   connection
with Loan  Commitment  valued
at $0.75 per share                              -          225,000

Common   shares   issued   in
March , 2003 in exchange  for
services  valued at $0.75 per
share                                           -           10,001


    See accompanying notes to the unaudited condensed financial information.

                                       F-5




                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY FOR THE
         PERIOD MAY 17, 2000 (DATE OF INCEPTION) THROUGH MARCH 31, 2004



                                   COMMON STOCK           PREFERED STOCK        ADDITIONAL         STOCK
                                                                                                SUBSCRIPTION

                                 SHARES      AMOUNT      SHARES     AMOUNT    PAID IN CAPITAL     RECEIVABLE

                                                                                 
Robrady   Design  Note  was
converted    into   196,120
shares  @.25   per share
                                 196,120         196          -           -           48,833                -
Common   Shares  issued  to
Mark  Schmidt for  services
in June 2003.  The  200,000
shares  wer issued at $0.25
per share                        200,000         200          -           -           49,800                -

Common   shares  issued  to
Capital  Funding  Solutions
September   2003,   450,000
shares   were   issued   at
$0.20  per  share.   Shares
secure  a  sales  factoring
agreement
                                 450,000         450                      -           89,550                -
                                                     -
Common   shares  issued  in
November      2003      for
consulting  services valued
at $0.50 per share
                                  11,292          11          -           -            5,634                -
Convertible       Preferred
Shares  issued in  December
2003  valued at $5,000  per
share, Class A                         -           -        155           1          774,999         (276,186)

Warrants   on   convertible
preferred shares                       -           -           -          -         (347,610)               -

Beneficial        converion
discount   on   convertible
preferred shares                       -           -           -          -          736,250                -

Net (Loss)                             -           -           -          -                -                -
                               ---------   ---------   ---------  ---------        ---------        ---------

BALANCE  AT  DECEMBER   31,
2003                           8,049,141       8,049        155           1        2,337,736         (276,186)

Issuance   of   convertible
preferred  shares  Class  B
in    January    2004   for
accrued  management fees at
$1 per share                           -           -    800,000     800,000                -                -

Proceeds               from
subscriptions Receivable               -           -          -           -                -          276,186

Common   Shares  issued  in
January,  2004 in  exchange
for  services  at $0.10 per
share                            260,000         260           -          -           25,740                -

Common   Shares  issued  in
January  2004 in  ex-change
for   services   at  $0.001
per share                        225,000         225           -          -                -                -

Common   Shares  issued  in
January  2004 in  ex-change
for   services   valued  at
$0.01 per share                2,100,000       2,100           -          -           18,900                -




                                     DEFICIENCY            TOTAL IN
                                     ACCUMULATED         SHAREHOLDERS
                                                            EQUITY
                                  DURING DEVELOPEMENT
                                    STAGE - 2004
                                                     
Robrady   Design  Note  was
converted    into   196,120
shares  @.25   per share
                                                   -            49,029
Common   Shares  issued  to
Mark  Schmidt for  services
in June 2003.  The  200,000
shares  wer issued at $0.25
per share                                          -            50,000

Common   shares  issued  to
Capital  Funding  Solutions
September   2003,   450,000
shares   were   issued   at
$0.20  per  share.   Shares
secure  a  sales  factoring
agreement
                                                   -            90,000

Common   shares  issued  in
November      2003      for
consulting  services valued
at $0.50 per share
                                                   -             5,645
Convertible       Preferred
Shares  issued in  December
2003  valued at $5,000  per
share, Class A                                     -           498,814

Warrants   on   convertible
preferred shares                                   -          (347,610)

Beneficial        converion
discount   on   convertible
preferred shares                                   -           736,250

Net (Loss)                                (2,230,806)       (2,230,806)
                                          ----------       -----------

BALANCE  AT  DECEMBER   31,
2003                                      (4,021,835)       (1,952,235)

Issuance   of   convertible
preferred  shares  Class  B
in    January    2004   for
accrued  management fees at
$1 per share                                       -           800,000

Proceeds               from
subscriptions Receivable                           -           276,186

Common   Shares  issued  in
January,  2004 in  exchange
for  services  at $0.10 per
share                                              -            26,000

Common   Shares  issued  in
January  2004 in  ex-change
for   services   at  $0.001
per share                                          -               225

Common   Shares  issued  in
January  2004 in  ex-change
for   services   valued  at
$0.01 per share                                    -            21,000



    See accompanying notes to the unaudited condensed financial information.

                                       F-6




                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY FOR THE
         PERIOD MAY 17, 2000 (DATE OF INCEPTION) THROUGH MARCH 31, 2004
        COMMON STOCK PREFERED STOCK ADDITIONAL STOCK DEFICIENCY TOTAL IN



                                                                                                        SUBSCRIPTION
                                          SHARES        AMOUNT     SHARES    AMOUNT   PAID IN CAPITAL    RECEIVABLE



                                                                                             
Shares  issued  for note  payable  at
$0.25  in January 2004                       110,764          111          -         -           27,580            -

Shares    issued    for    consulting
services at $0.01 per share                1,200,000        1,200          -         -           10,800            -

Beneficial    conversion    discount-
preferred    stock    dividend   with
respect  to   convertible   preferred
shares                                             -            -          -         -          400,000            -

Net loss                                           -            -          -         -                -            -

BALANCE AT MARCH 31, 2004                 11,944,905     $ 11,945    800,155  $800,001       $2,820,756         $  -





                                            ACCUMILATED
                                               DURING       SHAREHOLDERS
                                            DEVELOPEMENT
                                            STAGE - 2004       EQUTIY

                                                       
Shares  issued  for note  payable  at
$0.25  in January 2004                                 -          27,691

Shares    issued    for    consulting
services at $0.01 per share                            -          12,000

Beneficial    conversion    discount-
preferred    stock    dividend   with
respect  to   convertible   preferred
shares                                                 -         400,000

Net loss                                        (719,709)        (719,709)

BALANCE AT MARCH 31, 2004                    $(4,741,544)    $ (1,108,842)




    See accompanying notes to the unaudited condensed financial information.

                                       F-7






                                                          For the Three Months Ended      For the Period May 17,
                                                                                          2000 (date of inception)
                                                                                          Through March 31, 2004
                                                               2004          2003
                                                               ----          ----
CASH FLOW FROM OPERATING ACTIVITIES:
                                                                                        
Net (loss)                                                $  (719,709)   $  (229,971)            $(4,741,544)
Depreciation and amortization                                  18,291          5,124                 344,190
Strock options issued for consulting services                      --         10,000                 107,504
Shares issued for previosuly incurred debt                     27,692             --                  76,721
Loan extension write off                                           --             --                  25,000
Preferred  shares  issued  for  conversion  of  accrued
management fees                                               723,670             --                 723,670
Beneficial conversion  discount -- preferred stock
dividend                                                      400,000             --               1,136,250
Preferred shares issued for previously incurred debt           76,330             --                  76,330
Accrued expenses relating to escrow deposits                       --             --                  23,813
Shares issued for consulting services                          47,225             --                 220,375
Shares issued for research and development                         --             --                  68,753
Shares issued for factoring agreement                              --             --                  90,000
Increase  in accounts receivable                               (9,816)            --                  (9,816)
Decrease in deposits                                          236,000             --                      --
Increase (decrease)  in accrued interest                      (53,260)         5,638                  51,716
(Decrease) increase in mfee payable--
related party                                                (684,670)       121,500                 311,838
Increase in other accrued liabilities                         (89,182)        46,962                 207,206
Net cash used in  operating activities                        (27,429)       (40,747)             (1,287,994)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                       (5,174)            --                (118,668)
Net cash provided (used in) investing activities               (5,174)            --                (118,668)
CASH FLOWS FROM FINANCING ACTIVITIES:


Net (payments for) short-term notes payable                  (200,000)            --                 267,455
(Payments  for)proceeds from short-term notes payable -
shareholders - net                                            (85,000)        29,500                 122,845
Proceeds from advance deposits                                 32,403             --                  32,403
Proceeds from issuance of preferred stock                          --             --                 475,000

Proceeds from issuance of common stock                        288,186          2,750                 528,192
NET CASH PROVIDED BY FINANCING ACTIVITIES                      35,589         32,250               1,425,895
Net increase in cash                                            2,986         (8,497)                 19,233
Cash - beginning                                               16,247         26,086                      --
Cash - ending                                             $    19,233    $    17,589             $    19,233
Supplemental disclosures:
Cash paid for Interest expenses                           $    66,314    $     9,427             $   117,214
Cash paid for income taxes                                         --             --                      --



    See accompanying notes to the unaudited condensed financial information.


                                       F-8



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)



                                                                                           
Non Cash investing and financing activities:

Shares issued for research and development and consulting                      47,225      10,000     153,478


Shares issued for conversion of debt                                           27,692          --     338,384

Warrants issued in connection with financing                                       --          --      75,000


Warrants issued detachable with convertible preferred shares                       --          --     347,610

Beneficial conversion discount on convertible preferred shares                400,000          --   1,136,250

Options issued in connection with services                                         --          --      52,500

Shares issued in connection with services                                          --          --     204,083

Shares issued in connection with factoring                                         --          --      90,000

Shares issued in connection with loan                                              --          --     225,000

Convertible preferred shares issued for note payable and accrued interest      76,330          --      76,330

Convertible preferred shares issued for accrued management fees               723,670          --     723,670



See accompanying notes to the unaudited condensed financial information


                                       F-9



                          CYBERLUX CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Accordingly,  the results from operations for the three-month period ended March
31, 2004, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2004. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated December 31, 2003
financial  statements and footnotes  thereto  included in the Company's SEC Form
10-KSB.

BUSINESS AND BASIS OF PRESENTATION

Cyberlux  Corporation (the "Company") is in the development stage and its effort
have been principally devoted to seeking profitable business  opportunities.  To
date the Company has incurred expenses and has sustained  losses.  Consequently,
its operations are subject to all risks inherent in the  establishment  of a new
business  enterprise.  For the period from inception  through March 31 2004, the
Company has accumulated losses of $4,741,544.

Stock Based Compensation

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its  financial  reports  for the year  ended  December  31,  2002 and
subsequent years.


                                      F-10



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses  per share  would  have been as  follows  (transactions  involving  stock
options issued to employees and Black-Scholes model assumptions are presented in
Note D):



                                                                     For the three months ended
                                                                              March 31,
                                                                         2004          2003

                                                                              
Net loss - as reported                                                 $(719,709)   $(229,975)

Add: Total stock based employee
compensation expense as reported
under intrinsic value method
(APB. No. 25)                                                                 --           --
Deduct: Total stock based employee
compensation expense as reported
under fair value based method (SFAS No 123)                                   --           --
Net loss - Pro Forma                                                   $(719,709)   $(229,975)
Net loss attributable to common
stockholders - Pro forma                                               $(719,709)   $(229,975)
Basic (and assuming dilution) loss
per share - as reported                                                $    (.06)   $    (.03)

Basic (and assuming dilution) loss per share - proforma
                                                                       $    (.06)   $    (.03)



RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued Statement No.149,  "Amendment of Statement of 133
on Derivative  Instruments and Hedging Activities ", which amends Statement 133,
Accounting for Derivative  Instruments and Hedging  Activities.  The adoption of
this  statement  did not  have a  material  impact  on the  Company's  financial
position.

In May  2003,  the FASB  issued  Statement  No.  150,  "Accounting  for  Certain
Financial  Instruments with  Characteristics of both Liabilities and Equity. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT  PENSIONS  AND  OTHER  POSTRETIREMENT  BENEFITS  - AN  AMENDMENT  OF  FASB
STATEMENTS  NO.  87,  88  AND  106.  This   statement   retains  the  disclosure
requirements  contained in FASB statement no. 132, Employers'  Disclosures about
Pensions  and Other  Postretirement  Benefits,  which it  replaces.  It requires
additional  disclosures to those in the original statement 132 about the assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension  plans and other  defined  benefit  postretirement  plans.  The required
information  should  be  provided  separately  for  pension  plans and for other
postretirement  benefit  plans.  The  revision  applies for the first  fiscal or
annual interim period ending after December 15, 2003 for domestic  pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans.  The adoption of this  statement will not have a material
impact on the Company's results of operations or financial positions.


                                      F-11



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


NOTE B - COMMON STOCK

In January,  2004 , the Company  issued  260,000  shares of its common  stock in
exchange  for  services  totaling  $26,000.  The  stock  issued  was  valued  at
approximately  $.10 per  share,  which  represents  the fair  value of the stock
issued, which did not differ materially from the value of the services rendered.

In January,  2004 , the Company  issued  225,000  shares of its common  stock in
exchange  for  services   totaling   $225.   The  stock  issued  was  valued  at
approximately  $.001 per  share,  which  represents  the fair value of the stock
issued, which did not differ materially from the value of the services rendered.

In January,  2004 , the Company issued  2,100,000  shares of its common stock in
exchange  for  services  totaling  $21,000.  The  stock  issued  was  valued  at
approximately  $.01 per  share,  which  represents  the fair  value of the stock
issued, which did not differ materially from the value of the services rendered.

In January,  2004,  the holder of a $27,691  note payable  exchanged  the unpaid
principal  together with accrued  interest for 110,764 shares at $0.25 per share
of the Company's common stock.

In January,  2004, the Company issued  1,200,000  shares of its common stock for
cash at $0.01 per share for $12,000.

In  January,  2004,  the  Company  collected  the  balance of its  subscriptions
receivable of $276,186.

NOTE C - PREFERRED STOCK

In January, 2004 , the Company issued 800,000 shares of its preferred stock B in
lieu of certain  accrued  management  services  fee  payable  and notes  payable
including interest payable thereon totaling $8,00,000 to officers of the company
The stock issued was valued at approximately  $1.00 per share,  which represents
the fair value of the stock. The Company recorded beneficial conversion discount
of  $400,000 -  preferred  dividend  relating  to the  issuance  of  convertible
preferred stock.

NOTE D - STOCK OPTIONS

Class A Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders at March 31, 2004.



                                       Warrants Outstanding                                             Warrants Exercisable
                                                Weighted Average Remaining    Weighed Average                     Weighted Average
                          Number Outstanding     Contractual Life (Years)      Exercise Price        Number        Exercise Price
                                 -----------                 ------------      --------------                      --------------
                                                                                                           
     Exercise Prices                                                                               Exercisable
                 $ 0.25             7,750,000               5                            $ 0.25        7,750,000             $ 0.25
                                    ---------                                                          ---------
                                    7,750,000               5                            $ 0.25        7,750,000             $ 0.25
                         ===        =========               =                            ======  ====  =========             ======



                                      F-12



                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


NOTE D - STOCK OPTIONS (CONTINUED)

Class B Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders at March 31, 2004.



                                       Warrants Outstanding                                             Warrants Exercisable
                                                Weighted Average Remaining    Weighed Average                      Weighted Average
                          Number Outstanding     Contractual Life (Years)      Exercise Price        Number         Exercise Price
                                 -----------                 ------------      --------------                       --------------
     Exercise Prices                                                                               Exercisable
                                                                                                           
                 $ 1.05             7,750,000               3                           $  1.05        7,750,000             $  1.05
                                    ---------                                                          ---------
                                    7,750,000               3                           $  1.05  7,750,000                   $  1.05
                         ===        =========                                           =======  ===============             =======



Transactions involving the Company's warrant issuance are summarized as follows:



                                                                     Number of Shares           Weighted Average
                                                                                                           Price Per Share
                                                                                                
        Outstanding at December 31, 2003                               $15,500,000                    $    0.54
           Granted                                                              --                           --
           Exercised                                                            --                           --
           Canceled or expired                                                  --                           --
                                                                       -----------                    ---------
        Outstanding at March 31, 2004                                  $15,500,000                    $     .54
                                                                       ===========                    =========


Employee Stock Options

The  following  table  summarizes  the  changes in options  outstanding  and the
related prices for the shares of the Company's  common stock issued to employees
of the Company under a non-qualified employee stock option plan.



                                     Options Outstanding                                           Options Exercisable
                                                  Weighted Average       Weighted Average                        Weighted
                        Number Outstanding     Remaining Contractual      Exercise Price        Number           Average
                               -----------                                --------------
     Exercise Prices                                Life (Years)                              Exercisable     Exercise Price
     ---------------                                ------------                              -----------     --------------
                                                                                                           
               $0.2125            2,000,000                        6.00          $  0.2125        2,000,000           $0.2125
                                  ---------                        ----            -------        ---------           -------
               $0.2125            2,000,000                        6.00          $  0.2125        2,000,000           $0.2125
                                  ---------                        ----            -------        ---------           -------



Transactions  involving  stock  options  issued to employees  are  summarized as
follows:



                                                                     Number of Shares           Weighted Average
                                                                                                           Price Per Share
                                                                                                
Outstanding at December 31, 2003                                                             $ 2,000,000  $    0.2125
   Granted                                                                                            --           --

   Exercised                                                                                          --           --

   Canceled or expired                                                                                --           --
                                                                                             -----------  -----------
Outstanding at March 31, 2004                                                                $ 2,000,000  $    0.2125
                                                                                             -----------  -----------



                                      F-13

                              CYBERLUX CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


NOTE D - STOCK OPTIONS (CONTINUED)

Employee Stock Options (continued)

The weighted-average fair value of stock options granted to employees during the
period  ended  March  31,  2004 and 2003  and the  weighted-average  significant
assumptions  used to determine those fair values,  using a Black-Scholes  option
pricing model are as follows:



                                                                                               2003                  2002
                                                                                               ----                  ----
                                                                                                              
        Significant assumptions (weighted-average):
            Risk-free interest rate at  grant date                                               n/a                 n/a
            Expected stock price   volatility                                                    n/a                 n/a
            Expected dividend payout                                                               -                   -
            Expected option life-years (a)                                                       n/a                 n/a
         (a)The expected option life is based on contractual expiration dates.


If the Company  recognized  compensation cost for the stock options and warrants
for the  non-qualified  employee  stock option plan in accordance  with SFAS No.
123,  the  Company's  pro forma net loss and net loss per share  would have been
$(719,709)  and $(0.06) for the period ended March 31, 2004 and  $(229,975)  and
$(0.03) for the period ended March 31, 2003, respectively.


                                      F-14



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties  about us, our current and planned products,
our current and  proposed  marketing  and sales,  and our  projected  results of
operations.  There are several important factors that could cause actual results
to differ  materially  from  historical  results  and  percentages  and  results
anticipated  by the  forward-looking  statements.  The  Company  has  sought  to
identify the most significant risks to its business,  but cannot predict whether
or to what  extent  any of such  risks  may be  realized  nor can  there  be any
assurance  that the Company has  identified all possible risks that might arise.
Investors  should  carefully  consider  all  of  such  risks  before  making  an
investment   decision  with  respect  to  the  Company's  stock.  The  following
discussion  and  analysis  should  be read in  conjunction  with  the  financial
statements  of the  Company and notes  thereto.  This  discussion  should not be
construed to imply that the results  discussed herein will necessarily  continue
into the future,  or that any  conclusion  reached  herein will  necessarily  be
indicative of actual operating results in the future. Such discussion represents
only the best present assessment from our Management.


GENERAL OVERVIEW

The Company is in the  development  stage and its efforts have been  principally
devoted to designing,  developing  manufacturing and marketing advanced lighting
systems that utilize  white (and other) light  emitting  diodes as  illumination
elements.

We  are   developing   and   marketing  new  product   applications   of  diodal
illumination(TM) that demonstrate added value over traditional lighting systems.
Using proprietary technology, we are creating a family of products for emergency
and security  lighting offer extended light life and greater cost  effectiveness
than other  existing  forms of  illumination.  We are  expanding  our  marketing
activity into channels of retail, commercial and institutional sales.

Our  target  markets  include   long-term  interim  lighting  needs  in  hotels,
hospitals,  nursing  homes,  airports,  shopping  centers  and  multiple  family
complexes;  long-term  evacuation  solutions  for  theaters,  office  and public
buildings;  reduced  maintenance cost solutions for property managers as applied
to walkway,  corridor or landscape lighting;  and certain sensitive applications
for the military.

Shortly  after the power  outage  blackout  that  occurred  from the  Midwest to
Northeastern  United  States and parts of Canada in August 2003, we were invited
to propose an emergency  lighting  redundancy  system for the City of Cleveland,
Ohio where the power outage darkened most of the City's  buildings.  We reviewed
existing  systems and demonstrated our Emergency  Lighting  Augmentation  System
(ELAS (TM) ) over a three month  period  beginning  in December  2003.  In March
2004,  we were  awarded  a  Non-Competitive  Bid  Contract  by the City to begin
implementation of the Elas product in Cleveland's Public Utilities Building. The
nature and  purpose of ELAS is its ability to provide up to 40 hours of light in
bathrooms,  stairwells,  elevators,  corridors,  equipment  rooms  and  interior
offices from its custom  constant  charge battery pack and  expandable  lighting
element  configuration.  The system retrofits into existing fluorescent fixtures
where its patented sensor differentiates  between power off at a wall switch and
a power  outage  in the  building's  electrical  system.  We view the  Cleveland
implementation  as a beta site that  underwrites  a marketing  campaign to other
major cities in North America and Europe.

Our common stock began trading on the Over-the-Counter  Bulletin Board under the
symbol  ,,CYBL.OB"  on July 13, 2003.  The table below sets forth by quarter the
sales  information  for our common  stock as  reported  on the  Over-the-Counter
Bulletin Board in our past fiscal year. This information  reflects  inter-dealer
prices,  without retail  mark-up,  mark-down or commission and may not represent
actual transactions.





                                                SALE PRICES
                                      -----------------------------
                                       HIGH                   LOW
2002:

First Quarter                         N/A                     N/A
Second Quarter                        N/A                     N/A
Third Quarter                         N/A                     N/A
Fourth Quarter                        N/A                     N/A


2003:
First Quarter                         N/A                     N/A
Second Quarter                        N/A                     N/A
Third quarter                         1.05                    0.10
Fourth quarter                        0.55                    0.12

2004
First Quarter                         0.53                    0.19

 On May 18, 2004, the closing price of our common stock on the  Over-the-Counter
Bulletin  Board was  $0.40  per  share.  We urge you to  obtain  current  market
quotations for shares of our common stock.


RESULTS OF OPERATIONS

The Company is in the development  stage and is seeking to develop,  manufacture
and market  advanced  lighting  systems  that  utilize  white (and other)  light
emitting diodes as illumination  elements.  The risks specifically discussed are
not the only factors  that could  affect  future  performance  and  results.  In
addition the  discussion in this  quarterly  report  concerning our business our
operations  and us  contain  forward-looking  statements.  Such  forward-looking
statements  are  necessarily   speculative  and  there  are  certain  risks  and
uncertainties  that could cause  actual  events or results to differ  materially
from those  referred  to in such  forward-looking  statements.  We do not have a
policy of updating or revising  forward-  looking  statements and thus it should
not be assumed that silence by our Management over time means that actual events
or results are occurring as estimated in the forward-looking statements herein.

As a result of limited  capital  resources and no revenues from  operations from
its  inception,  the Company has relied on the issuance of equity  securities to
non-employees  in exchange for services.  The Company's  management  enters into
equity compensation  agreements with non-employees if it is in the best interest
of the Company under terms and conditions  consistent  with the  requirements of
Financial Accounting Standards No. 123, Accounting for Stock Based Compensation.
In  order  conserve  its  limited  operating  capital  resources,   the  Company





anticipates continuing to compensate  non-employees for services during the next
twelve months.  This policy may have a material effect on the Company's  results
of operations during the next twelve months.

REVENUES
We have  generated  operating  revenues  from  operations  of  $83,354  from our
inception.  We believe we will begin  earning  revenues  from  operations in our
second year of actual  operation as the Company  transitions  from a development
stage company to that of an active growth and acquisition stage company

COSTS AND EXPENSES
From our inception through March 31, 2004, we have generated revenues of $83,354
from operations. We have incurred losses of $4,741,545 during this period. These
expenses were associated principally with equity-based compensation to employees
and consultants, product development costs and professional services.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2004, we had a working capital deficit of $816,959.  As a result
of our operating losses from our inception  through March 31, 2004, we generated
a cash flow deficit  of $1,287,994 from operating activities. Cash flows used in
investing  activities  was  $118,668  during the  period  May 17,  2000 (date of
Company's inception) through March 31, 2004. We met our cash requirements during
this  period  through the  private  placement  of  $475,000of  preferred  stock,
$528,192through  the issuance of common stock, and $ 155,248from the issuance of
notes payable to Company officers and shareholders and advances.



While we have raised capital to meet our working  capital and financing needs in
the past,  additional  financing  is  required  in order to meet our current and
projected cash flow deficits from operations and development.

By adjusting its operations and  development  to the level of  capitalization  ,
management  believes it has suffucient  capital resources to meet projected cash
flow deficits  through the next twelve months . However,  if thereafter,  we are
not successful in generating  sufficient liquidity from operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations , liquidity and
financial condition.



The Company's  independent  certified public accountant has stated in his report
included in the Company's  December 31, 2003 Form 10-KSB,  as amended,  that the
Company  has  incurred  operating  losses  in the last two  years,  and that the
Company is dependent upon management's ability to develop profitable operations.
These  factors  among  others may raise  substantial  doubt about the  Company's
ability to continue as a going concern.

Recent Accounting Pronouncements

Statement of Financial  Accounting  Standards No. 141,  "Business  Combinations"
(SFAS No.  141),  and  Statement  of  Financial  Accounting  Standards  No. 142,
"Goodwill  and Other  Intangible  Assets"  (SFAS No. 142).  The FASB also issued
Statement of Financial Accounting Standards No. 143, "Accounting for Obligations
Associated  with the  Retirement  of  Long-Lived  Assets"  (SFAS No.  143),  and
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets"  (SFAS No.  144) in August and
October 2001, respectively.

SFAS  No.  141  requires  the  purchase   method  of  accounting   for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

Effective  January 1, 2002,  the Company  adopted  SFAS No.  142.  Under the new
rules, the Company will no longer amortize  goodwill and other intangible assets
with indefinite  lives,  but such assets will be subject to periodic testing for
impairment.  On an annual basis,  and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and  write-downs  to be included in results from  operations may be
necessary.  SFAS No. 142 also  requires  the Company to complete a  transitional
goodwill impairment test six months from the date of adoption.





Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment  test  will  be  recorded  as a  cumulative  effect  of a  change  in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no  material  impact on the  Company's  consolidated  financial
statements

SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material  impact on its  consolidated  results  of  operations  and  financial
position  upon  adoption.  The  Company  plans to adopt SFAS No.  143  effective
January 1, 2003.

SFAS No.  144  establishes  a single  accounting  model  for the  impairment  or
disposal of long-lived assets, including discontinued  operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121),  and APB Opinion No. 30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144  effective  January 1, 2002.  The  adoption  of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt", and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor Carriers".  This Statement  amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that  have  economic  effects  that a similar  to  sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The provisions
of this  Statement  are  effective  for  exit or  disposal  activities  that are
initiated  after  December  31, 2002,  with early  application  encouraged.  The
Company does not expect the adoption to have a material  impact to the Company's
financial position or results of operations.

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial  Institutions-an  amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both  Statement 72 and  Interpretation  9 and  requires  that those
transactions be accounted for in accordance  with  Statements No. 141,  Business
Combinations,  and No. 142,  Goodwill and Other Intangible  Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of

Long-Lived  Assets,  to include  in its scope  long-term  customer  relationship
intangible   assets  of   financial   institutions   such  as   depositor-   and
borrower-relationship intangible assets and credit cardholder intangible assets.
The  requirements  relating  to  acquisitions  of  financial   institutions  are
effective  for  acquisitions  for which the date of  acquisition  is on or after
October 1, 2002.  The  provisions  related to accounting  for the  impairment or
disposal  of  certain  long-term  customer-relationship  intangible  assets  are
effective  on October 1, 2002.  The  adoption of this  Statement  did not have a
material impact to the Company's  financial position or results of operations as
the Company has not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure",  which amends FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee  compensation and the effect of the method used on reported
results.  The transition guidance and annual disclosure  provisions of Statement
148 are effective for fiscal years ending after December 15, 2002,  with earlier
application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim  periods  beginning  after  December 15, 2002.  The adoption of this
statement did not have a material impact on the Company's  financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the





variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.

On March 31, 2004,  the  Financial  Accounting  Standards  Board (FASB) issued a
proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123
and 95, that would require companies to account for stock-based  compensation to
employees using a fair value method as of the grant date. The proposed statement
addresses the accounting for transactions in which a company  receives  employee
services  in  exchange  for  equity  instruments  such  as  stock  options,   or
liabilities that are based on the fair value of the company's equity instruments
or that may be settled  through the issuance of such equity  instruments,  which
includes the  accounting  for  employee  stock  purchase  plans.  This  proposed
statement would eliminate a company's ability to account for share-based  awards
to employees using APB Opinion 25,  Accounting for Stock Issued to Employees but
would not change  the  accounting  for  transactions  in which a company  issues
equity  instruments for services to non-employees or the accounting for employee
stock ownership plans. The proposed  statement,  if adopted,  would be effective
for awards that are granted, modified, or settled in fiscal years after December
15, 2004.  The Company is in the process of assessing  the  potential  impact of
this proposed statement to the financial statements.


PRODUCT RESEARCH AND DEVELOPMENT

We  anticipate  performing  further  research  and  development  for our exiting
products during the next twelve months. Those activities include the ReliaBright
Emergency Lighting Augmentation System, ReliaBright Solo, Bright Owl Home Safety
Light,  Bright Owl Mini,  Night Owl Power Outage  Adapter and  VersaBright  Area
Light These projected  expenditures  are dependent upon our generating  revenues
and obtaining sources of financing in excess of our existing capital  resources.
There is no guarantee  that we will be successful in raising the funds  required
or generating  revenues  sufficient to fund the projected  costs of research and
development during the next twelve months

ACQUISITION OF PLANT AND EQUIPMENT AND OTHER ASSETS
We do not  anticipate  the sale of any  material  property , plant or  equipment
during the next 12 months.  We do not anticipate the acquisition of any material
property,  plant or equipment during the next 12 months.  We do not own any real
property. Our corporate headquarters are located at 4625 Creekstone Drive, Suite
100,  Research  Triangle Park,  Durham,  NC 27703. We lease 2,405 square feet of
office space from a non affiliated  landlord.  The lease expires on December 31,
2008. The monthly rent is presently $3,457.

NUMBER OF EMPLOYEES
From our  inception  through the period ended March 31, 2004,  we have relied on
the services of outside consultants for services and have five (5) employees. In
order for us to attract and retain quality personnel, we anticipate we will have
to offer  competitive  salaries to future  employees.  We anticipate that it may
become  desirable to add additional full and or part time employees to discharge
certain critical functions during the next 12 months. This projected increase in
personnel is dependent upon our ability to generate  revenues and obtain sources
of  financing.  There is no guarantee  that we will be successful in raising the
funds required or generating  revenues sufficient to fund the projected increase
in the number of employees.  As we continue to expand,  we will incur additional
cost for personnel.


TRENDS, RISKS AND UNCERTAINTIES
We have sought to identify what we believe to be the most  significant  risks to
our business,  but we cannot  predict  whether,  or to what extent,  any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.



CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
Our annual  report on December 31, 2003,  Form  10-KSB,  as amended,  includes a
detailed list of cautionary  factors that may affect future results.  Management
believes  that there have been no  material  changes  to those  factors  listed,
however  other  factors  besides  those listed could  adversely  affect us. That
annual report can be accessed on EDGAR.


ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange act reports is recorded,
processed ,  summarized  and reported  within the time periods  specified in the
SEC's rules and forms and that such  information is accumulated and communicated
to our  management,  including our chief  executive  officer and chief financial
officer,   as  appropriate  ,  to  allow  timely  decisions  regarding  required
disclosure.  Managment  necessarily applied its judgement in assessing the costs
and benefits of such  controls and  procedures  , which , by their  nature,  can
provide only reasonable assurance regarding management's control objectives.


We  have  carried  out  an  evaluation,  under  the  supervision  and  with  the
participation of our management, including our chief executive officer and chief
financial  officer  of the  effectiveness  of the design  and  operation  of our
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing date of this quarterly report ( the Evaluation date )



Based upon that  evaluation , the chief  executive  officer and chief  financial
officer concluded that our disclosure  controls and procedures were effective as
of the evaluation date.


CHANGES IN INTERNAL CONTROLS
There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these  controls  subsequent to the  evaluation
date.





PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
See Item 3: Legal  Proceedings  in our annual report on Form 10-KSB for the year
ended December 31, 2003 for a description of current legal proceedings.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.


On January 2, 2004,  Jonathon Mader  converted a $2,500  promissory  note,  plus
interest, dated August 18, 2003, into 10,364 shares of our Common Stock at $0.25
per share. This issuance was a private  transaction  pursuant to Section 4(2) of
the Securities Act.


On January 2, 2004,  Advanced Alloys  converted a $2,500  promissory  note, plus
interest,  dated  October 16,  2003,  into 10,205  shares of our Common Stock at
$0.25 per share.  This  issuance was a private  transaction  pursuant to Section
4(2) of the Securities Act.


On  January 2,  2004,  Mary  Rooks  converted  a $2,500  promissory  note,  plus
interest,  dated  October 20,  2003,  into 10,195  shares of our Common Stock at
$0.25 per share.  This  issuance was a private  transaction  pursuant to Section
4(2) of the Securities Act.


On January  27,2004,  we issued  700,000 shares of its Common Stock at $0.01 per
share to Titan  Entertainment  Group pursuant to a consulting services agreement
in which Titan Entertainment Group would create strategic business relationships
for us. This issuance was a private transaction  pursuant to Section 4(2) of the
Securities Act.

On January 27, 2004, we issued  600,000  shares of its Common Stock at $0.01 per
share to Michael J. Stern pursuant to a consulting  services  agreement in which
Michael J. Stern would  create  strategic  business  relationships  for us. This
issuance was a private  transaction  pursuant to Section 4(2) of the  Securities
Act.

On January 27, 2004, we issued  600,000  shares of its Common Stock at $0.01 per
share to KBK Ventures, Inc. pursuant to a consulting services agreement in which
KBK Ventures would create strategic business relationships for us. This issuance
was a private transaction pursuant to Section 4(2) of the Securities Act.

On January 27, 2004, we  issued  800,000 shares of its Common Stock at $0.01 per
share to 3CD  Consulting,  LLC  pursuant to a consulting  services  agreement in
which 3CD Consulting would create strategic business  relationships for us. This
issuance was a private  transaction  pursuant to Section 4(2) of the  Securities
Act.

On January 27, 2004,  we issued  600,000 shares of its Common Stock at $0.01 per
share to Ronald E. Gee  pursuant to a  consulting  services  agreement  in which
Ronald E. Gee would create strategic  business  relationships  us. This issuance
was a private transaction pursuant to Section 4(2) of the Securities Act.

On January 27,  2004,  we issued 155 shares of Series A Preferred  Stock (with a
stated value of $5,000 per share and a conversion  price of $0.10 per share) and
warrants  to purchase an  aggregate  of  15,500,000  of our common  stock.  This
private placement was exempt from  registration  pursuant to Section 4(2) of the
Securities Act.

On January 27, 2004,  we issued  40,000 shares of its Common Stock at $0.001 per
share to Donald F.  Huffman in  consideration  of services  on our behalf.  This
issuance was a private  transaction  pursuant to Section 4(2) of the  Securities
Act.

On January 27, 2004,  we issued  10,000 shares of its Common Stock at $0.001 per
share to Robert Rubin in consideration of services on our behalf.  This issuance
was a private transaction pursuant to Section 4(2) of the Securities Act.

On January 27, 2004, Brian Scott converted a $20,000 promissory note dated April
1, 2003 in the amount of $20,000  into 80,000  shares of the our Common Stock at
$0.25 per share.  This  issuance was a private  transaction  pursuant to Section
4(2) of the Securities Act.

On  February  19,  2004,  as  approved  by our  Board of  Directors,  we filed a
Certificate of Designation  with the Nevada Secretary of State creating a Series
B Convertible  Preferred Stock, par value $0.001 which ranks pari passu with our
Series A Convertible  Preferred Stock. The Series B Convertible  Preferred Stock




will be issued to our officers in exchange  for  $800,000 in accrued  management
fees and other liabilities.


On April 29, 2004, we filed an Amendment to the Certificate of Designation  with
the Nevada  Secretary of State to the Series B Convertible  Preferred Stock, par
value $0.001 to change the conversion  price to common stock from$0.20 per share
to $0.10 per share and to change the  purchase  price for First  Refusal  Shares
from an amount  equal to the  liquidation  amount to an average  market price of
shares of  common  stock  over a 10 day  period  from the date of the  Notice of
Conversion.

On May 14, 2004,  800,000  shares of Series B Convertible  Preferred  stock were
issued to our officers in exchange for $800,000 in accrued  management  fees and
other liabilities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None


ITEM 5. OTHER INFORMATION.
None


ITEM 6. EXHIBITS AND REPORTS ON FROM 8-K







INDEX TO EXHIBITS


EXHIBIT NO.     DESCRIPTION
----------      -----------



   3.1          Certificate   of   Designation   of  the  Relative   Rights  and
                Preferences of the Series B Convertible  Preferred  Stock of the
                Registrant, dated as of February 19, 2004 (Filed herewith)

   3.2          Amended  Certificate of  Designation of the Relative  Rights and
                Preferences fo the Series B Convertible  Preferred  Stock of the
                Registrant, dated as of April 29, 2004 (filed herewith)

   10.1         Office Lease between  Highwoods  Realty Limited  Partnership and
                Cyberlux Corporation dated January 20, 2004 (filed herewith)

   99.1         Certification of Donald F. Evans (Filed herewith)



   99.2         Certification of David D. Downing (Filed herewith)

   Reports on Form 8-K

On January 8, 2004, we announced the completion of a $775,000  equity  financing
transaction as of December 31, 2003.



SIGNATURES
In accordance with  requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


Cyberlux Corporation

(Registrant)

Date: May 20, 2004



/s/ Donald F. Evans

CEO and Chairman of the Board





CERTIFICATIONS

I, Donald F. Evans, certify that:

1.    I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Cyberlux
      Corporation.

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements  and  other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition, results of operations, and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange  Act Rules  13a-14 and 15d-14 for the  registrant  and
      have:

      (a)   designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

      (b)   evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      (c)   presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of the  registrant's  board of directors (or persons  performing
      the equivalent functions);

      a)    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize,  and  report  financial  data and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions,  with  regard to  significant  deficiencies  and
      material weaknesses.


Date:  May 20, 2004

/s/ Donald F. Evans
-------------------------------------
Donald F. Evans
Chairman and Chief Executive Officer





CERTIFICATIONS

I, David D. Downing, certify that:

1.    I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Cyberlux
      Corporation.

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements  and  other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition, results of operations, and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange  Act Rules  13a-14 and 15d-14 for the  registrant  and
      have:

      (a)   designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

      (b)   evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      (c)   presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of the  registrant's  board of directors (or persons  performing
      the equivalent functions);

      c)    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize,  and  report  financial  data and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      d)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions,  with  regard to  significant  deficiencies  and
      material weaknesses.


      Date:  May 20, 2004

/s/ David D. Downing
--------------------------------------
David D. Downing
Treasurer and Chief Financial Officer