Welter opposition declaration — scheduling record and internally inconsistent Q1 2024 financial report
Original sourceSigned creditor declaration with complete email and unaudited issuer-report exhibits; allegations, issuer representations and source arithmetic remain distinct.
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DISTILLATES
What the source contains
Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The issuer states required common-stock reserves for Series B and C conversion are not being observed.
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For the quarter ended March 31 , 2023, the number of shares excluded from diluted net loss per share
included approximately 270 million shares of common shares which would be issued upon the conversion
of notes payable and approximately 22 billion shares which would be issued upon the conversion of
preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon
conversion of notes payable and preferred stock are not included in the denominator since their inclusion
would be anti-dilutive.
For the quarter ended March 31 , 2024, the number of shares excluded from diluted net loss per share
included approximately 25 billion shares of common shares which would be issued upon the conversion of
notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred
stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion
of notes payable and preferred stock are not included in the denominator since their inclusion would be
anti-dilutive.
NOTE D - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Furniture and fixtures $ 932,599 $ 932,599
Engineering and test equipment 3,852,176 3,852,176
Tooling 1,105,511 1,105,511
Office and computer equipment 1,796,673 1,796,673
Trade show booth 56,560 56,560
Leasehold improvements 613,546 613,546
Vehicles 218,000 218,000
Subtotal 8,575,065 8,575,065
Less: accumulated depreciation (7,541,031) (7,636,369)
$ 1,034,033 $ 938,696
During the quarters ended March 31, 2024 and 2023, depreciation expense charged to operations was
approximately $95,000 and $4,000, respectively.
NOTE E – INTANGIBLE ASSETS
Intangible assets at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Patents $ 469,783 $ 342,000
Technology 10,663,000 11,187,277
Total 11,132,783 11,529,277
Less: accumulated depreciation (654,061) (1,570,555)
$ 10,478,722 $ 9,958,722
During the quarter ended March 31, 2024, amortization expense charged to operations was approximately
$520,000. During 2023, certain fully amortized patents and technology intangible assets were written off.
Annual amortization expense of intangibles will approximate $2,600,000 for the next 4 years, and then
$1,300,000 thereafter.
EXHIBIT B - 47
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.513 Page 49 of 56
claimallegation
Welter signs May 20, 2024 as managing director of Atlantic Wave and Secure Community, alleging payment/disclosure defaults and opposing vaca
Welter signs May 20, 2024 as managing director of Atlantic Wave and Secure Community, alleging payment/disclosure defaults and opposing vacation of the sister-state judgment. His statement that Datron is defendants’ only tangible asset is expressly limited to his knowledge. He knows bank funds were segregated but not their amount or sufficiency. Caption and footer case numbers differ; neither establishes an additional ruling.
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-1- Case No. 3:24-cv-00196-RBM-VET
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
David M. Keithly, State Bar No. 292101
dkeithly@mortensontaggart.com
Sara K. Ross, State Bar No. 346153
sross@mortensontaggart.com
MORTENSON TAGGART ADAMS LLP
300 Spectrum Center Drive, Suite 1200
Irvine, California 92618
Telephone: (949) 774-2224
Facsimile: (949) 774-2545
Attorneys for Plaintiffs
ATLANTIC WAVE HOLDINGS, LLC
and SECURE COMMUNITY, LLC
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
ATLANTIC WAVE HOLDINGS, LLC,
a Virginia limited liability company, and
SECURE COMMUNITY, LLC, a
Virginia limited Liability company,
Plaintiffs,
vs.
CYBERLUX CORPORATION, a
Nevada Corporation,
Defendant.
CASE NO. 3:24-cv-00482-RBM-VET
Honorable Ruth Bermudez Montenegro
DECLARATION OF WILLIAM
WELTER IN SUPPORT OF
OPPOSITION OF PLAINTIFFS’
OPPOSITION TO DEFENDANTS’
MOTION TO VACATE SISTER-
STATE JUDGMENT
[Filed concurrently with Opposition to
Motion to Vacate Sister-State
Judgment; Declaration of David Keithly
and Declaration of James Sadigh]
DATE: June 3, 2024
NO ORAL ARGUMENT UNLESS
ORDERED BY THE COURT
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.465 Page 1 of 56
claimallegation
Welter alleges noncompliance while the issuer litigation disclosure states full settlement compliance and disputes the California case. The
Welter alleges noncompliance while the issuer litigation disclosure states full settlement compliance and disputes the California case. The Q1 report is unaudited, prepared through CFO Downing, with May 13, 2024 knowledge-qualified certifications by Schmidt and Downing. Certifications authenticate management’s representations, not independent audit assurance or an adjudication of the competing compliance positions.
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-2-
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
claimallegation
Reported cash falls $3,198,280 to $627,757, a $2,570,523 decline. Cash-flow statement reports operating outflow $2,670,523 and financing inf
Reported cash falls $3,198,280 to $627,757, a $2,570,523 decline. Cash-flow statement reports operating outflow $2,670,523 and financing inflow $100,000, reconciling that change. March current assets are $18,951,358, including inventory $17,262,102 and receivables $820,495. Cash and inventory are distinct liquidity categories; the report supplies no verified bank reconciliation.
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Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and March 31, 2024 (Unaudited)
December 31,
2023
March 31,
2024
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 627,757
Accounts receivable, net of allowance for doubtful accounts 1,324,699 820,495
Inventory 16,818,126
17,262,102
Other current assets 238,564 241,004
Total current assets 21,579,669
18,951,358
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 936,696
` Net assets of discontinued operations - -
Right of Use asset 428,555 386,555
Intangible assets, net of accumulated amortization 10,478,722
9,958,722
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $30,435,331
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,430,309
Accrued interest 2,065,143 2,086,294
Notes payable, related parties 2,570,762 2,641,222
Notes payable, non-related parties 7,709,395 6,268,435
Liability for common stock to be issued 258,960 455,578
Customer deposits 23,939,171
23,974,999
Accrued liabilities 4,406,195 4,772,044
Total current liabilities 43,176,051
40,188,781
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 3,604,167
Lease liabilities and other 759,671 710,864
Total long-term liabilities 4,301,338 4,315,031
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and March 31, 2024 - -
Class B Preferred shares, 90,3,00,000 shares issued
EXHIBIT B - 36
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claimallegation
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categor
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categories using the balance-sheet PPE sum $30,433,331, $2,000 below reported total assets $30,435,331. Substituting Note D would reconcile that total, but remains a proposed explanation, not authority to amend the source.
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Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and March 31, 2024 (Unaudited)
December 31,
2023
March 31,
2024
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 627,757
Accounts receivable, net of allowance for doubtful accounts 1,324,699 820,495
Inventory 16,818,126
17,262,102
Other current assets 238,564 241,004
Total current assets 21,579,669
18,951,358
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 936,696
` Net assets of discontinued operations - -
Right of Use asset 428,555 386,555
Intangible assets, net of accumulated amortization 10,478,722
9,958,722
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $30,435,331
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,430,309
Accrued interest 2,065,143 2,086,294
Notes payable, related parties 2,570,762 2,641,222
Notes payable, non-related parties 7,709,395 6,268,435
Liability for common stock to be issued 258,960 455,578
Customer deposits 23,939,171
23,974,999
Accrued liabilities 4,406,195 4,772,044
Total current liabilities 43,176,051
40,188,781
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 3,604,167
Lease liabilities and other 759,671 710,864
Total long-term liabilities 4,301,338 4,315,031
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and March 31, 2024 - -
Class B Preferred shares, 90,3,00,000 shares issued
EXHIBIT B - 36
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claimallegation
March current-liability lines sum $42,628,881, but printed subtotal is $40,188,781, a $2,440,100 difference. Printed current liabilities plu
March current-liability lines sum $42,628,881, but printed subtotal is $40,188,781, a $2,440,100 difference. Printed current liabilities plus $4,315,031 long-term liabilities less printed equity deficit $16,311,963 total $28,191,849, not reported $30,435,331, a $2,243,482 difference. December liabilities/equity total $33,720,920 also differs from asset total $33,720,980 by $60. These are visible source arithmetic defects, not extraction corrections.
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Cyberlux Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31, 2023 and March 31, 2024 (Unaudited)
December 31,
2023
March 31,
2024
Assets
Current assets:
Cash & cash equivalents $ 3,198,280 $ 627,757
Accounts receivable, net of allowance for doubtful accounts 1,324,699 820,495
Inventory 16,818,126
17,262,102
Other current assets 238,564 241,004
Total current assets 21,579,669
18,951,358
Other Assets:
Property and equipment, net of accumulated depreciation 1,034,033 936,696
` Net assets of discontinued operations - -
Right of Use asset 428,555 386,555
Intangible assets, net of accumulated amortization 10,478,722
9,958,722
Investment in unconsolidated subsidiaries 200,000 200,000
Total Assets $33,720,980 $30,435,331
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable $ 2,251,426
$2,430,309
Accrued interest 2,065,143 2,086,294
Notes payable, related parties 2,570,762 2,641,222
Notes payable, non-related parties 7,709,395 6,268,435
Liability for common stock to be issued 258,960 455,578
Customer deposits 23,939,171
23,974,999
Accrued liabilities 4,406,195 4,772,044
Total current liabilities 43,176,051
40,188,781
Long-term liabilities:
Datron acquisition notes payable, net of discount 3,541,667 3,604,167
Lease liabilities and other 759,671 710,864
Total long-term liabilities 4,301,338 4,315,031
Commitments and contingencies
Stockholders’ deficit:
Class A Preferred shares, 0 shares issued and
outstanding as of December 31, 2023 and March 31, 2024 - -
Class B Preferred shares, 90,3,00,000 shares issued
EXHIBIT B - 36
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.502 Page 38 of 56
claimallegation
March balance sheet prints accumulated deficit $44,296,207, while equity roll-forward correctly adds loss $4,496,856 to December deficit $39
March balance sheet prints accumulated deficit $44,296,207, while equity roll-forward correctly adds loss $4,496,856 to December deficit $39,999,351 for $44,496,207, a $200,000 difference. Roll-forward equity deficit $16,508,581 differs from balance-sheet $16,311,963 by $196,618. Balance-sheet equity components themselves sum deficit $16,308,581, $3,382 different from its printed subtotal. No preferred figure is silently selected.
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and outstanding as of
December 31, 2023 and March 31, 2024 144,000 144,000
Class C Preferred shares, 150,000 shares issued and 150 150
outstanding as of December 31, 2023 and March 31, 2024
Common stock, $0.001 par value, 7,000,000,000 shares 7,385,577 7,482,195
authorized, 5,728,914,810 and 5,825,533,550 shares issued
and outstanding as of December 31, 2023 and March 31, 2024, respectively.
Treasury stock (1,176,700) (1,176,700)
Additional paid-in capital 19,889,914 21,537,981
Accumulated deficit (39,999,351)
(44,296,207)
Deficiency in stockholders’ equity (13,756,410)
(16,311,963)
Total liabilities and stockholders’ deficit $ 33,720,920 $ 30,435,331
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
EXHIBIT B - 37
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claimallegation
For quarters ended March 31, 2023/2024, revenue is $97,856/$5,113,375, cost $114,127/$3,290,387, gross profit (loss) −$16,271/$1,822,988. 20
For quarters ended March 31, 2023/2024, revenue is $97,856/$5,113,375, cost $114,127/$3,290,387, gross profit (loss) −$16,271/$1,822,988. 2024 operating expense $6,019,855 produces operating loss $4,196,867 and interest-net expense $299,989 produces net loss $4,496,856. These issuer figures show revenue growth alongside continuing loss, subject to the report’s internal reconciliation defects.
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Cyberlux Corporation and Subsidiaries
Condensed Statements of Operations
Quarters ended March 31, 2024 and 2023 (Unaudited)
2023 2024
Revenue $ 97,856 $ 5,113,375
Cost of goods sold (114,127) (3,290,387)
Gross profit (loss)
(16,271)
1,822,988
Operating Expenses:
Marketing and advertising 1,148 371,999
Depreciation and amortization - 614,974
Research and development 15,849 315,001
General and administrative expenses 868,053 4,717,881
Total operating expenses 885,050 6,019,855
Loss from operations (901,321) (4,196,867)
Other income/(expense):
Interest income and other - 7,378
Interest expense (175,742) (307,367)
Subtotal (175,742) (299,989)
Net Loss from continuing operations (1,077,063) (4,496,856)
Net income from discontinued operations 1,402,633 -
Net income (loss) available to common
stockholders $325,570 $(4,496,856)
Weighted-average common
Shares outstanding - basic and diluted 5,435,512,025 5,773,335,291
Loss per share – basic and diluted $0.00 $(0.001)
The results of operations of the foreign subsidiaries are presented as a discontinued operation for all
periods presented. See notes A and M. The accompanying notes are an integral part of these financial
statements.
EXHIBIT B - 38
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claimallegation
Note A reports August 29, 2023 $78.9 million award, approximately $39 million advanced, $15 million shipped, and remaining advance $23,145,0
Note A reports August 29, 2023 $78.9 million award, approximately $39 million advanced, $15 million shipped, and remaining advance $23,145,000. Remaining deliveries depend on DoD engineering testing and acceptance with uncertain timing. Going-concern disclosure cites accumulated losses/current-liability excess and conditionally lists delayed development, alliances, sale, cessation or bankruptcy if funding fails. It is not an announced sale decision or evidence accepted delivery occurred.
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NOTE A-SUMMARY OF BUSINESS OPERATIONS
Business Operations
Cyberlux Corporation (the “Company” or “Cyberlux”) was incorporated on May 17, 2000 under the laws
of the State of Nevada. The Company had been focused on the development, manufacturing, and marketing
of long-term portable lighting products for government, commercial and industrial users . Starting in July
2022, the Company began expanding its defense industry product offerings. While the Company has
generated revenues from its sale of products, the Company has incurred sustained losses. Consequently, its
operations have been subject to all risks inherent in the establishment of a new business enterprise.
During the year ended December 31, 2023, the Company refocused its operations through the following
transactions:
1. Cyberlux and Kreatx Shpk, FBD Shpk and Havas SAS (collectively the “Foreign Subsidiaries”) entered
into Agreements of Business Separation, effective as of June 30, 2023, terminating the business
relationship of between the parties, in exchange for certain payment and equity terms. The operations
of these businesses for the period ended March 31, 2023 are presented as discontinued operations in
the consolidated statement of operations. The Company recognized a loss on the disposition of these
subsidiaries, as presented in the consolidated statement of operations. See Note M.
2. On August 29, 2023, Cyberlux Corporation was awarded a contract of $78.9 million to deliver Cyberlux
K8 Unmanned Aircraft Systems as confirmed by the United States Department of Defense (“DoD”) in
the February 24, 2023 USAI announcement. The Company is required to comply with DoD rules and
regulations with respect to the fulfillment of such contract, and the DoD may amend, delay, or cancel
the contract per the contractual terms. The Company received approximately $39 million in advance
payments from the D oD upon signing of the contract during 2023. During the year ended December
31, 2023, the Company shipped approximately $15 million under such contract. As of December 31,
2023 and March 31, 2024, the Company has remaining advance payments for the purchase of such
systems from the DoD of approximately $23,145,000. The completion of shipment of the remaining
Systems is subject to DoD acceptance of the product, including engineering and testing procedures, the
timing of which is uncertain.
3. On September 16, 2023, the Company acquired 100% of the outstanding stock of Datron World
Communications, Inc. (“Datron”), a provider of communications solutions to government, militaries,
and industrial users globally. See Note E.
NOTE B - GOING CONCERN MATTERS
The accompanying statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, as of March 31, 2024, the Company incurred accumulated
losses of approximately $44,000,000. The Company’ s current liabilities exceeded its current assets by
approximately $20,000,000 as of March 31, 2024. The Company has undergone significant transformation
in 2023 refocusing its business, disposing certain businesse s, acquiring Datron Worldwide
Communications, and receiving a significant sales order from the DoD. While th ese factors among others
may indicate that the Company will be unable to continue as a going concern, management is confident that
business performance in 2024 will ensure the Company is an ongoing growth business for the foreseeable
future.
EXHIBIT B - 41
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claimallegation
Report says no merger/acquisition event in the preceding twelve months in the disclosure questionnaire, yet notes its September 16, 2023 Dat
Report says no merger/acquisition event in the preceding twelve months in the disclosure questionnaire, yet notes its September 16, 2023 Datron acquisition. Note A dates foreign-business separation June 30, whereas Note M dates Kreatx April 1, 2023. These internal date/scope tensions require underlying transaction records rather than automatic harmonisation.
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1) Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor
entities, along with the dates of the name changes.
The name of the issuer is Cyberlux Corporation. (“Cyberlux,” “Company,” “we” or “us”). The
Company has no predecessor.
The state of incorporation or registration of the issuer and of each of its predecessors (if any)
during the past five years; Please also include the issuer’s current standing in its state of
incorporation (e.g., active, default, inactive):
The issuer was incorporated in the State of Nevada and its current standing is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its
predecessors since inception:
None
L
ist any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or
reorganization either currently anticipated or that occurred within the past 12 months:
None
T
he address(es) of the issuer’s principal executive office:
800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
The address(es) of the issuer’s principal place of business:
☒ Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar
proceeding in the past five years?
No: ☒ Yes: ☐ If Yes, provide additional details below:
EXHIBIT B - 17
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claimallegation
Accounting notes use shipment/control transfer revenue recognition and customer advances as deferred revenue, describe work in process mainl
Accounting notes use shipment/control transfer revenue recognition and customer advances as deferred revenue, describe work in process mainly for the DoD programme, no receivable allowance, share-based fair-value expense and fully reserved deferred tax assets. Inventory components total $17,262,101, $1 below the balance sheet, with obsolescence reserve $1,404,000. These policies and estimates do not establish realised cash or recoverable inventory value.
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The Company is actively pursuing additional business growth through acquisitions, organic growth and
new customers and products that are expected to increase the associated cash flow from operations.
Obtaining additional financing to support the successful development of the Company’ s contemplated
operations, and its transition ultimately to the attainment of profitable operations , are necessary for the
Company to continue business. However, no assurance can be given that management’s actions will result
in profitable operations or the resolution of its liquidity problems. If the Company is unable to raise
additional funds, it will need to do one or more of the following:
• Delay research and development projects;
• License third parties to develop and commercialize products or technologies that it would
otherwise seek to develop and commercialize itself;
• Seek strategic alliances or business combinations;
• Attempt to sell the Company;
• Cease operations; or
• Declare bankruptcy.
The Company may continue to raise additional funding from its current investors. In addition, the Company
will continue to seek funds through debt or equity financings, marketing and distribution arrangements and
other collaborations, strategic alliances and licensing arrangements, or other sources of financing. However,
there can be no assurances that such financing or other strategic transactions will be available on acceptable
terms, or at all.
NOTE C- SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying
consolidated financial statements follows:
Basis of presentation
The unaudited condensed consolidated financial statements contained herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC”).
Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments,
which are, in the opinion of management, necessary for a fair presentation of the results of operations and
may not include all disclosures required by accounting principles generally accepted in the United States
(“GAAP”). The information as of March 31, 2024 and December 31, 2023 is unaudited. The Company has
presented the results of the Foreign Subsidiaries as a discontinued operation for all periods presented.
Principles of consolidation
The accompanying consolidated financial statements and related notes to the consolidated financial
statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Revenue recognition
The Company recognizes revenue under Financial Accounting Standards Board’s Accounting Standards
Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company
determines revenue recognition through the following steps:
● Step 1: Identify the contract with the customer;
● Step 2: Identify the performance obligations in the contract;
● Step 3: Determine the transaction price;
EXHIBIT B - 42
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claimallegation
Note D reports intangibles $9,958,722 and annual amortisation about $2.6 million; Datron consideration $10.5 million comprises $3 million ca
Note D reports intangibles $9,958,722 and annual amortisation about $2.6 million; Datron consideration $10.5 million comprises $3 million cash, two $2 million notes and $3.5 million prior-advance cancellation. Notes mature September 2026 with 3%/5% interest and 90%/85% VWAP conversion after September 2024. Purchase-price allocation is provisional, with completion expected December 2024. Accrued commissions are $2,628,360 at both dates; no recipient allocation is supplied.
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For the quarter ended March 31 , 2023, the number of shares excluded from diluted net loss per share
included approximately 270 million shares of common shares which would be issued upon the conversion
of notes payable and approximately 22 billion shares which would be issued upon the conversion of
preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon
conversion of notes payable and preferred stock are not included in the denominator since their inclusion
would be anti-dilutive.
For the quarter ended March 31 , 2024, the number of shares excluded from diluted net loss per share
included approximately 25 billion shares of common shares which would be issued upon the conversion of
notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred
stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion
of notes payable and preferred stock are not included in the denominator since their inclusion would be
anti-dilutive.
NOTE D - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Furniture and fixtures $ 932,599 $ 932,599
Engineering and test equipment 3,852,176 3,852,176
Tooling 1,105,511 1,105,511
Office and computer equipment 1,796,673 1,796,673
Trade show booth 56,560 56,560
Leasehold improvements 613,546 613,546
Vehicles 218,000 218,000
Subtotal 8,575,065 8,575,065
Less: accumulated depreciation (7,541,031) (7,636,369)
$ 1,034,033 $ 938,696
During the quarters ended March 31, 2024 and 2023, depreciation expense charged to operations was
approximately $95,000 and $4,000, respectively.
NOTE E – INTANGIBLE ASSETS
Intangible assets at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Patents $ 469,783 $ 342,000
Technology 10,663,000 11,187,277
Total 11,132,783 11,529,277
Less: accumulated depreciation (654,061) (1,570,555)
$ 10,478,722 $ 9,958,722
During the quarter ended March 31, 2024, amortization expense charged to operations was approximately
$520,000. During 2023, certain fully amortized patents and technology intangible assets were written off.
Annual amortization expense of intangibles will approximate $2,600,000 for the next 4 years, and then
$1,300,000 thereafter.
EXHIBIT B - 47
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.513 Page 49 of 56
claimallegation
The complete April 29–May 8 scheduling chain shows Robinson seeking urgent suspension, initially copying his colleague rather than Caudle; c
The complete April 29–May 8 scheduling chain shows Robinson seeking urgent suspension, initially copying his colleague rather than Caudle; court staff then copied creditor counsel. Court availability was conditional on availability and filing a motion. Caudle reported conflicts and no motion received; Robinson proposed attending Friday at 1 pm for an oral motion. This proves contested scheduling efforts, not a completed hearing or granted suspension.
Read the anchor · page 6
1 of 11
From: robcaudle caudleandcaudle.com <robcaudle@caudleandcaudle.com>
To: willwelter@aol.com <willwelter@aol.com>
Sent: Wednesday, May 8, 2024 at 01:15:37 PM PDT
Subject: Fw: Atlantic Wave v Cyberlux et. al - CL22-3882-00
See emails below
Robert Keith Caudle, III
Caudle and Caudle, P.C.
1910 Byrd Avenue, Suite 118
Richmond, VA 23230
p: 804-358-4961
f: 804-353-1036
robcaudle@caudleandcaudle.com
The following may apply to you. This communication is an attempt to collect a
debt. Any information obtained will be used for that purpose. Caudle and
Caudle, P.C. is acting as a debt collector.
This email message and all attachments are intended only for the named recipient and
may contain information that is personal and confidential, subject to attorney-client
privilege, the work-product doctrine, or other privileges. If you received this message in
error or if you are not the intended recipient, please call my office immediately at 804-
358-4961. You are hereby notified that any dissemination, distribution, or copy of this
communication is strictly prohibited. Thank you.
From: robcaudle caudleandcaudle.com <robcaudle@caudleandcaudle.com>
Sent: Wednesday, May 8, 2024 1:42 PM
To: Robinson, Jr., Jimmy F. <jimmy.robinson@ogletree.com>; Thomas, Phyllis Y. - Circuit
Court Judges Office <Phyllis.Thomas@rva.gov>
Cc: Gills, Sandy D. <sandy.gills@ogletreedeakins.com>; O'Brien, Kelly S. - Circuit Court
<Kelly.O'Brien@rva.gov>
Subject: Re: Atlantic Wave v Cyberlux et. al - CL22-3882-00
Correction:
EXHIBIT A - 5
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.470 Page 6 of 56
claimallegation
Issuer excludes approximately 25 billion note-conversion and 22 billion preferred-conversion potential shares from diluted EPS as antidiluti
Issuer excludes approximately 25 billion note-conversion and 22 billion preferred-conversion potential shares from diluted EPS as antidilutive and states required common reserves for B/C conversions are not being observed. Note H also reports 251 million common shares owed and pending A conversion issuance. Authorised common shares of 7 billion therefore cannot be read as assurance all potential conversions are reserved.
Read the anchor · page 49
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For the quarter ended March 31 , 2023, the number of shares excluded from diluted net loss per share
included approximately 270 million shares of common shares which would be issued upon the conversion
of notes payable and approximately 22 billion shares which would be issued upon the conversion of
preferred stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon
conversion of notes payable and preferred stock are not included in the denominator since their inclusion
would be anti-dilutive.
For the quarter ended March 31 , 2024, the number of shares excluded from diluted net loss per share
included approximately 25 billion shares of common shares which would be issued upon the conversion of
notes payable and approximately 22 billion shares which would be issued upon the conversion of preferred
stock based upon the conversion rates currently in effect – see Note H. The shares issuable upon conversion
of notes payable and preferred stock are not included in the denominator since their inclusion would be
anti-dilutive.
NOTE D - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Furniture and fixtures $ 932,599 $ 932,599
Engineering and test equipment 3,852,176 3,852,176
Tooling 1,105,511 1,105,511
Office and computer equipment 1,796,673 1,796,673
Trade show booth 56,560 56,560
Leasehold improvements 613,546 613,546
Vehicles 218,000 218,000
Subtotal 8,575,065 8,575,065
Less: accumulated depreciation (7,541,031) (7,636,369)
$ 1,034,033 $ 938,696
During the quarters ended March 31, 2024 and 2023, depreciation expense charged to operations was
approximately $95,000 and $4,000, respectively.
NOTE E – INTANGIBLE ASSETS
Intangible assets at December 31, 2023 and March 31, 2024 are as follows:
December 2023 March 2024
Patents $ 469,783 $ 342,000
Technology 10,663,000 11,187,277
Total 11,132,783 11,529,277
Less: accumulated depreciation (654,061) (1,570,555)
$ 10,478,722 $ 9,958,722
During the quarter ended March 31, 2024, amortization expense charged to operations was approximately
$520,000. During 2023, certain fully amortized patents and technology intangible assets were written off.
Annual amortization expense of intangibles will approximate $2,600,000 for the next 4 years, and then
$1,300,000 thereafter.
EXHIBIT B - 47
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.513 Page 49 of 56
claimallegation
Lease commitments, continuing settlement payments and purchase-order financing further constrain available cash. Note N describes March 2024
Lease commitments, continuing settlement payments and purchase-order financing further constrain available cash. Note N describes March 2024 one-year financing up to $3 million, prime plus printed 0.0164% without clear period, collateral in specific purchase-order assets and customer receipts remitted to the lender. It does not name the lender or establish actual draw. Lease/payment and legal merits descriptions remain issuer representations.
Read the anchor · page 53
Page 36 of 39
stock or on any other junior stock unless full cumulative dividends on all outstanding shares of the Series
B Preferred shall have been declared and paid. These dividends are not recorded until declared by the
Company. As of December 31 , 2023 and March 31, 2024, the liquidation preference of the Series B
preferred stock is approximately $295 million and $298 million, respectively, including dividends in
arrears.
Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, and
after payment of any senior liquidation preferences of any series of Preferred Stock, and before any
distribution or payment is made with respect to any common s tock, holders of each share of the Series B
Preferred shall be entitled to be paid an amount equal in the greater of (a) the face value denominated
thereon subject to adjustment for stock splits, stock dividends, reorganizations, reclassification or other
similar events plus, in the case of each share, an amount equal to all dividends accrued or declared but
unpaid thereon, computed to the date payment thereof is made available, or (b) such amount per share of
the Series B Preferred immediately prior to such liquidation, dissolution or winding up, or (c) the liquidation
preference of $1.00 per share, and the holders of the Series B Preferred shall not be entitled to any further
payment.
Series C - Convertible Preferred stock
On November 13, 2006, the Company filed a Certificate of Designation creating a Series C Convertible
Preferred Stock classification for 100,000 shares. This was subsequently amended on January 11, 2007 to
allow the issuance of 150,000 shares.
The shares of the Series C Preferred are non-voting and convertible, at the option of the holder, into common
shares after one year from issuance. The number of common shares to be issued per Series C share is
calculated by dividing $25.20 by the 10 DMA (daily moving average), adjusted for the 200:1 reverse split
effected in 2010. That formula computes as: ($25.20/10DMA)/200. Neither of the Series C Preferred
shareholders have exercised their conversion right and there are 150,000 shares of Series C Preferred shares
issued and outstanding on December 31, 2023 and March 31, 2024.
The holders of record of the Series C Preferred shall be entitled to receive cumulative dividends at the rate
of five percent per annum (5%), compounded quarterly, on the face value ($25.00 per share) when, if and
as declared by the Board of Directors, if ever. All dividends, when paid, shall be payable in cash, or at the
option of the Company, in shares of the Company’ s common stock. Dividends on shares of the Series C
Preferred that have not been redeemed shall be payable quarterly in arrears, when, if and as declared by the
Board of Directors, if ever, at the time of conversion. These dividends are not recorded until declared by
the Company. As of December 31, 2023, no dividends have been declared. As of December 31 , 2023 and
March 31, 2024, the liquidation preference of the Series C preferred stock is approximately $3.0 million,
and $3.4 million, respectively, including dividends in arrears.
NOTE I - RELATED PARTY TRANSACTIONS
The Company has borrowed money from related parties from time to time – See Note G.
NOTE J – LEASE
The Company leases facilities under operating leases with expiration dates at December 31, 2026 through
April 30, 2027. Monthly rent is approximately $32,000 per month for such facilities.
EXHIBIT B - 51
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.517 Page 53 of 56
claimallegation
Discontinued 2023 foreign operations report revenue $6,085,560, cost $2,960,691, expenses $1,722,236 and net income $1,402,633. May 13 certi
Discontinued 2023 foreign operations report revenue $6,085,560, cost $2,960,691, expenses $1,722,236 and net income $1,402,633. May 13 certifications predate the May 17 subcontract termination later described in HII’s answer; absence of that later event from this certification cannot alone establish concealment.
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final disposition of such matters should not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NOTE M – DISCONTINUED OPERATIONS
The Company acquired three electronic component companies located overseas - Kreatx Shpk, FBD Shpk
and Havas SA S ( “Foreign Subsidiaries ”) – during 2020 and 2021. The Company and these Foreign
Subsidiaries entered into Agreements of Business Separation, effective as of April 1, 2023 (Kreatx) and
June 30, 2023 (FBD and Havas) , terminating the business relationship s between the parties, in exchange
for certain payment and equity terms. The operations of these businesses for the quarter ended March 31,
2023 are presented as discontinued operations in the consolidated statement of operations , summarized as
follows:
For period from
January 1, 2023 to
March 31, 2023
Revenues $6,085,560
Cost of sales (2,960,691)
Gross profit 3,124,869
Expenses
1,722,236
Net profit $1,402,633
NOTE O - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the consolidated financial statements were
available to be issued and determined that there have been no events that have occurred that would require
adjustments to our disclosures in the consolidated financial statements.
In March 2024, the Company entered into a one -year purchase order financing arrangement providing up
to $3 million of financing subject to specific purchase orders from government customers. The advances
under this agreement bear interest at the US prime rate plus 0.0164% and are collateralized by the accounts
receivable, inventory and other assets related to the specific purchase orders. Payments received from
customers under these specific purchase orders are required to be remitted to the lender.
EXHIBIT B - 53
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.519 Page 55 of 56
claimallegation
Welter calls $325,570 net income a December 31, 2023 comparator. The attached income statement labels it the quarter ended March 31, 2023, i
Welter calls $325,570 net income a December 31, 2023 comparator. The attached income statement labels it the quarter ended March 31, 2023, including $1,402,633 discontinued-operation income against $1,077,063 continuing-operation loss. March 2024 net loss is $4,496,856, not declaration’s $4,496,850. The attachment qualifies his financial comparison rather than corroborating its period label.
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-3-
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
6. During the parties’ May 15, 2024 Early Neutral Evaluation before this
Court, we were advised that Defendants had stated that there was a hearing date set
for last week in the Virginia matter.
7. No hearing date as been set in that case. Defendants have not even filed
any moving papers in that matter. Additionally Defendants misrepresented to the
Virginia Court that: a) The settlement agreement was negotiated after the judgment
was entered when they knew the settlement agreement was entered before the
judgment was entered and merged into same and b) that Defendants had made all
payment and were current when they knew they, among other things, refused to
disclose they had sold a substantial amount of drones. Defendants have made ex parte
attempts to release the garnished funds and have attempted to pressure bank
employees into releasing the funds prematurely. Attached hereto as Exhibit A is a
true and correct copy of an email exchange between Defendants’ attorney, Jimmy
Robinson, and court personnel in the Virginia garnishment matter.
8. Defendants' recent financial disclosures appear to reveal a dire financial
situation. According to their Q1 disclosure, Defendants' net income has dramatically
declined, and their accumulated deficit has significantly increased. Specifically, as of
December 31, 2023, Defendants reported a net income of $325,570, which ballooned
to a staggering $4,496,850 loss by March 31, 2024. Additionally, their accumulated
deficit grew from $39,999,350 to $44,296,707 over the same period. Defendants have
publicly acknowledged their precarious financial condition by suggesting for the first
time that they might need to sell the company. A true and correct copy of Defendant
Cyberlux’s most recent financial statement is attached hereto as Exhibit B.
9. I was also made aware that Defendants have approached at least one
company for the purposes of selling or merging Cyblerlux.
10. Due to Defendants' financial instability, their attempts to sell the
company and their refusal to provide information about the number of drones sold,
Plaintiffs are highly concerned about Defendants rapidly diverting corporate assets
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.467 Page 3 of 56
claimallegation
Issuer reports March 31, 2024 common shares 5,825,533,550 versus December 5,728,914,810, 7 billion authorised, public float 5,261,569,963 an
Issuer reports March 31, 2024 common shares 5,825,533,550 versus December 5,728,914,810, 7 billion authorised, public float 5,261,569,963 and 389 holders. Series B outstanding is 90.3 million, C 150,000. Disclosure tables retain 26.9806 Series A while Note H describes conversion to 6,745 common shares not yet issued; the balance sheet reports no Series A outstanding. These presentation boundaries must not be silently reconciled.
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Page 1 of 39
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Cyberlux Corporation
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
984-363-6894
www.cyberlux.com
info@cyberlux.com
NIC code: 3674
Quarterly Report
For the Period Ending:
March 31, 2024
(the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
5,825,533,550 as of March 31, 2024
5,728,914,810 as of December 31, 2023
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the
Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the
Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous
reporting period:
Yes: ☐ No: ☒
Change in Control
Indicate by check mark whether a Change in Control1 of the company has occurred over this
reporting period:
Yes: ☐ No: ☒
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such
change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.
EXHIBIT B - 16
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.482 Page 18 of 56
claimallegation
Preferred terms include Series A 250:1 common conversion and $5,000 liquidation preference, B 200 votes and 200 common shares per preferred
Preferred terms include Series A 250:1 common conversion and $5,000 liquidation preference, B 200 votes and 200 common shares per preferred share with $1 face value and 12% arrears, and nonvoting C 5% compounded quarterly with the stated market-based conversion formula. Note H reports approximately $298 million B liquidation preference including accumulated dividends and $3.4 million C. Preference amounts are not demonstrated current cash payments.
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Exact title and class of securities outstanding: Preferred Series B
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 100,000,000 as of: March 31, 2024
Total shares outstanding: 90,300,000 as of: March 31, 2024
Total number of shareholders of record: 5 as of: March 31, 2024
Exact title and class of securities outstanding: Preferred Series C
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 150,000 as of: March 31, 2024
Total shares outstanding: 150,000 as of: March 31, 2024
Total number of shareholders of record: 2 as of: March 31, 2024
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of
the securities issued by the company. Please provide the below information for each class of the
company’s equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
No special rights attach to the Common Stock.
2. For Preferred Stock, describe the dividend, voting, conversion, and liquidation rights as well
as redemption or sinking fund provisions.
Series A Preferred Stock:
Dividends. N
one declared by the Board of Directors. If the Board declared a
dividend, it would be paid in Common Stock on a semi-annual basis.
Voting Rights. T
he Certificate of Designations for the Series A provides that holders
of the Series A Preferred would have the right to vote on any of the following matters:
(I) the creation, authorization, or issuance of any class or series of shares ranking on
a parity with or senior to the Series A Preferred with respect to dividends or upon the
liquidation, dissolution, or winding up of the Corporation, and (ii) any agreement or
other corporate action which would adversely affect the powers, rights, or
preferences of the holders of the Series A Preferred.
Conversion. T
he Certificate of Designations for the Series A provides conversion
price of $.10 per shares is subject to certain anti -dilution provisions. Each share of
Series A Preferred is convertible for 250 shares of the Company ’s common stock.
The Company may, and has determined to, affect the conversion.
Liquidation. The
Certificate of Designations for the Series A provides that upon
dissolution or winding up of the Company, whether voluntary or involuntary, and
after payment of any senior liquidation preferences of any series of Preferred Stock
and before any distribution or payment is made with respect to any Common Stock,
EXHIBIT B - 19
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.485 Page 21 of 56
claimallegation
Q1 common issuance reconciles: 10 million JMH consulting plus 80 million employee-service shares and 6,618,740 RB debt-conversion shares = 9
Q1 common issuance reconciles: 10 million JMH consulting plus 80 million employee-service shares and 6,618,740 RB debt-conversion shares = 96,618,740 increase. The historical table also records June 2023 B grants to Schmidt and Isely for management/voting protection, January 2023 Montague 30 million B shares at $0.001, Roman Vintfeld settlement/incentive shares and returned management stock. Table dollar values are not automatically economic consideration or note-conversion prices.
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Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2021 Common: 5,751,417,345
Preferred: A: 26.9806*
B: 100,000,000
C: 150,000
*Right-click the rows below and
select “Insert” to add rows as
needed.
Date of
Transaction
Transaction
type (e.g.,
new
issuance,
cancellatio
n, shares
returned to
treasury)
Number of
Shares Issued
(or cancelled)
Class of
Securities
Value of
shares
issued
($/per
share) at
Issuance
Were the
shares
issued at
a
discount
to market
price at
the time
of
issuance?
(Yes/No)
Individual/
Entity Shares
were issued to
(entities must
have
individual with
voting /
investment
control
disclosed).
Reason for
share issuance
(e.g., for cash or
debt
conversion)
OR
Nature of
Services
Provided
Restricted or
Unrestricted
as of this
filing.
Exemp
tion or
Registr
ation
Type.
03/26/2024 New 10,000,000 Common $0.001 Yes JMH
Consulting
Group, Inc./
Ferdinand
Irizarry
Consulting
Agreement
Restricted 4(a)(2)
02/15/2024 New 5,000,000 Common $0.001 Yes Ed Gordon Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Roger
Gillespie
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Tina Flores Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Lisa
Courtemanche
Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Benny Bajoyo Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Edward
Rouzbehani
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Milo Pence Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Joseph Parent Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Stacy Mason Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Kevin
Laughton
Employment Restricted 701
02/15/2024 New 5,000,000 Common $0.001 Yes Patrick Irwin Employment Restricted 701
02/15/2024 New 10,000,000 Common $0.001 Yes Bruno
Haineault
Employment Restricted 701
02/14/2024 New 6,618,740 Common $0.001 Yes RB Capital
Partners Inc./
Brett Rosen,
Deborah
Braun
Conversion of
loan obligation
Restricted 4(a)(2)
EXHIBIT B - 22
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.488 Page 24 of 56
claimallegation
Debt disclosures identify RB loans and $0.25 common conversion terms, related-party notes and Datron seller notes. Note G states $1,654,685
Debt disclosures identify RB loans and $0.25 common conversion terms, related-party notes and Datron seller notes. Note G states $1,654,685 principal/interest converted into 6,618,740 shares, arithmetically $0.25 per share; this differs in meaning from share-table $0.001 value. A principal cell prints 1,500,00 and is retained as a source defect. Related notes total $2,641,222; most have no repayment schedule.
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For its Quarterly re port, would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2022 through March 31, 2024 pursuant
to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
B) Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes,
convertible debentures, or any other debt instruments that may be converted into a class of
the issuer’s equity securities:
No: ☐ Yes: ☒ (If yes, you must complete the table below)
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount
at
Issuance
($)
Interest
Accrued
($)
Maturity
Date
Conversion
Terms (e.g.,
pricing
mechanism for
determining
conversion of
instrument to
shares)
Name of
Noteholder
*** You must disclose
the control person(s) for
any entities listed
Reason
for
Issuance
(e.g.,
Loan,
Services,
etc.)
11/08/2022 1,676,918 1,500,000 176,918 11/08/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
11/22/2021 1,679,918 1,500,00 179,918 11/22/2023 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
05/03/2022 546,507 500,000 46,507 05/23/2024 $0.25 Conversion
per share
RB Capital Partners
Brett Rosen
Deborah Braun
Loan
02/07/2022 Return to
Treasury
-9,500,000 Series B 0.001 Yes Returned
Executive
Mgmt Stock /
Alan
Ninneman
Outstanding
Series B Share
Reduction
Restricted 4(a)(2)
01/07/2022 New 20,833,333 Common 0.0012 Yes Priyanka
Saxena
Stock Purchase
Agreement
Restricted 4(a)(2)
01/07/2022
New 20,833,333 Common 0.0012 Yes William
Ferrell
Stock Purchase
Agreement
Restricted 4(a)(2)
01/07/2022
New 20,833,333 Common 0.0012 Yes Salahuddin
Siddiq
Stock Purchase
Agreement
Restricted 4(a)(2)
01/07/2022
New 20,833,333 Common 0.0012 Yes Clay DeNicola Stock Purchase
Agreement
Restricted 4(a)(2)
Shares Outstanding on Date of This Report:
Ending Balance:
Date 03/31/24 Common: 5,825,533,550
Preferred: A: 26.9806*
B: 90,300,000
C: 150,000
EXHIBIT B - 26
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.492 Page 28 of 56
claimallegation
Issuer promotes a $79 million Navy-related UAS award, Datron manufacturing capability and specialised training services; subsidiaries includ
Issuer promotes a $79 million Navy-related UAS award, Datron manufacturing capability and specialised training services; subsidiaries include Datron World Communications, Catalyst Machineworks and CMTC Drone Solutions. It says products often sell through primes HII/ADS or FMS. Facilities are described as leases, including Vista 47,174 square feet and Spring 21,450 square feet. Promotion is not independent qualification, delivery acceptance or owned-real-estate proof.
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Cyberlux Unmanned Aircraft Solutions (UAS) is an innovative leader in advanced Group 1,
Group 2, and Group 3 ‘ vertical takeoff and landing’ (VTOL) drones and fixed wing
technology development, manufacturing, and sales. The business unit designs,
manufactures, and distributes its products and airframe systems to leading ‘ first person
viewing’ (FPV) and military UAS pilots on a global basis, with sales to both U.S.
government agencies and allied nations through U.S foreign military sales (FMS). Cyberlux
UAS offers its customers best-in-class products and comprehensive services to satisfy the
requirements of the global UAS military sector. The Cyberlux UAS team is widely
recognized as the authority in the industry, offering high performance products with high
quality components and superior capability, in support of warfighters worldwide.
Unmanned Aircraft Solutions Significant Business Developments
The Cyberlux UAS team of aircraft engineers, fabricators, and test pilots have advanced the
business unit from its position as a world-wide leader in the FPV aircraft industry to a
successful military sector UAS provider, delivering UAS solutions under multiple
Department of Defense and U.S. foreign military sales contracts. Cyberlux Corporation’s
investment in innovative and novel Defense Industry UAS products has created market-
changing solutions favored by end-users. Driven by a $79 million UAS contract award by
USNAVY, the UAS business unit has grown rapidly in 2023 and now has dedicated business
unit management, new engineering leadership, and a dedicated, world-class software
development team to propel Cyberlux to the cutting edge of unmanned aircraft technology.
In addition, Cyberlux UAS has scaled manufacturing capabilities that include in-house
production of critical aircraft components, achieving improved supply chain resilience, as
well as world-class control over product quality and delivery.
Datron Military Communications Business Unit
Datron World Communications, a wholly owned subsidiary of Cyberlux, is a world leader
in voice and data radio communications. Datron designs, manufactures, and distributes its
radio products and communications systems to leading government, military, and industrial
organizations in over 100 countries worldwide through a network of local sales and service
representatives. Datron Military Communications (DMC) offers its customers reliable
equipment and comprehensive services to satisfy specific mission requirements. Datron is
widely recognized as the “best value” supplier in the industry by offering high performance
products with low overall life cycle cost.
Datron Military Communications Significant Business Developments
Datron has diligently upheld its global distribution network, focusing on strengthening its
international presence. The DMC team has reinvested in the international sales team by
appointing new sales directors for the Asia Pacific and Latin America regions, bolstering its
outreach and support for customers in these key markets. Additionally, Datron has re -
certified its ISO 9001 accreditation, underscoring its commitment to maintaining high -
quality standards in its operations and manufacture. Furthermore, the Datron operations team
has diversified its manufacturing capabilities by internally producing critical components for
its UAS drone lines and providing operational support for the Cyberlux Advance Lighting
Systems, further enhancing Cyberlux supply chain and ensuring product quality and
reliability.
EXHIBIT B - 28
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.494 Page 30 of 56
claimallegation
Control table assigns B shares: Schmidt 47 million/52.05%, Downing 5.3 million/5.87%, Isely 5 million/5.54%, Maadarani 3 million/3.32%, Mont
Control table assigns B shares: Schmidt 47 million/52.05%, Downing 5.3 million/5.87%, Isely 5 million/5.54%, Maadarani 3 million/3.32%, Montague 30 million/33.22%, with Denis Kalenja controlling Montague. These sum to 90.3 million. Recovery Fund holds 148,000 C shares/98.667%, controlled by Jamie Rand. Percentages relate to the stated class, not all common economic ownership.
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Company Insiders who own any outstanding units or shares of any class of any equity security of
the issuer.
The goal of this section is to provide an investor with a clear understanding of the identity of all the
persons or entities that are involved in managing, controlling, or advising the operations, business
development and disclosure of the issuer, as well as the identity of any significant or beneficial
owners.
Names of All
Officers,
Directors, and
Control Person
Affiliation with
Company (e.g.,
Officer Title
/Director/Owner
of 5% or more)
Residential
Address (City /
State Only)
Number of
shares owned
Share
type/class
Ownership
Percentage of
Class
Outstanding
Names of
Control
Person(s) if a
corporate entity
Mark D. Schmidt Officer
President
Chief Executive
Officer
Director
Chairman
Durham, NC 230,642
47,000,000
Common
Series B
Less than
1%
52.05%
Jon Kokkinos Fractional CFO Morristown, NJ 0
David D. Downing CFO
Director
Edinboro, PA 42,500
5,300,000
Common
Series B
Less than
1%
5.87%
John W. Ringo Secretary
Director
Atlanta, GA 123,783 Common Less than 1%
Aaron Goodman Chief Operating
Officer
Director
Waccabuc, NY 70,000,000
Common
1.202%
Larry J. Isely Chief Technology
Officer
Denton, TX 5,000,000 Series B 5.54%
Bill Maadarani Chief Revenue
Officer
Dearborn, MI 3,000,000 Series B 3.32%
Lon E. Bell None Altadena, CA 10.0000 Series A 37%
Christina Crossman None Maitland, FL 4.0000 Series A 15%
Neal M. Goldstein None Oxnard, CA 5.0000 Series A 19%
John G. Hule None West Berlin, NJ 2.5806 Series A 10%
Charles O’Brien None Altamonte Springs,
FL
1.4000 Series A 5%
Ward L. Snyder None Tucson, AZ 3.0000 Series A 11%
Montague Capital
Partners LLC
Strategic Consultant Miami, FL 30,000,000 Series B 33.22% Denis Kalenja
EXHIBIT B - 31
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.497 Page 33 of 56
entityobservation
William Welter
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DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
entityobservation
Atlantic Wave Holdings, LLC
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-2-
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
entityobservation
Secure Community, LLC
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-2-
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
entityobservation
Cyberlux Corporation
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DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
entityobservation
Mark D. Schmidt
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10) Issuer Certification
Principal Executive Officer:
I, Mark D. Schmidt, certify that:
1. I have reviewed this Disclosure Statement, for Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement 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 disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of th e
issuer as of, and for, the periods presented in this disclosure statement.
05/13/2024
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David D. Downing certify that:
1. I
have reviewed this Disclosure Statement for Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement 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 disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of th e
issuer as of, and for, the periods presented in this disclosure statement.
05/13/2024
/s/ David Downing
EXHIBIT B - 54
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.520 Page 56 of 56
entityobservation
David D. Downing
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10) Issuer Certification
Principal Executive Officer:
I, Mark D. Schmidt, certify that:
1. I have reviewed this Disclosure Statement, for Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement 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 disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of th e
issuer as of, and for, the periods presented in this disclosure statement.
05/13/2024
/s/ Mark D. Schmidt
Principal Financial Officer:
I, David D. Downing certify that:
1. I
have reviewed this Disclosure Statement for Cyberlux Corporation;
2. Based on my knowledge, this disclosure statement 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 disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of th e
issuer as of, and for, the periods presented in this disclosure statement.
05/13/2024
/s/ David Downing
EXHIBIT B - 54
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.520 Page 56 of 56
entityobservation
Robert Keith Caudle, III
Read the anchor · page 6
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From: robcaudle caudleandcaudle.com <robcaudle@caudleandcaudle.com>
To: willwelter@aol.com <willwelter@aol.com>
Sent: Wednesday, May 8, 2024 at 01:15:37 PM PDT
Subject: Fw: Atlantic Wave v Cyberlux et. al - CL22-3882-00
See emails below
Robert Keith Caudle, III
Caudle and Caudle, P.C.
1910 Byrd Avenue, Suite 118
Richmond, VA 23230
p: 804-358-4961
f: 804-353-1036
robcaudle@caudleandcaudle.com
The following may apply to you. This communication is an attempt to collect a
debt. Any information obtained will be used for that purpose. Caudle and
Caudle, P.C. is acting as a debt collector.
This email message and all attachments are intended only for the named recipient and
may contain information that is personal and confidential, subject to attorney-client
privilege, the work-product doctrine, or other privileges. If you received this message in
error or if you are not the intended recipient, please call my office immediately at 804-
358-4961. You are hereby notified that any dissemination, distribution, or copy of this
communication is strictly prohibited. Thank you.
From: robcaudle caudleandcaudle.com <robcaudle@caudleandcaudle.com>
Sent: Wednesday, May 8, 2024 1:42 PM
To: Robinson, Jr., Jimmy F. <jimmy.robinson@ogletree.com>; Thomas, Phyllis Y. - Circuit
Court Judges Office <Phyllis.Thomas@rva.gov>
Cc: Gills, Sandy D. <sandy.gills@ogletreedeakins.com>; O'Brien, Kelly S. - Circuit Court
<Kelly.O'Brien@rva.gov>
Subject: Re: Atlantic Wave v Cyberlux et. al - CL22-3882-00
Correction:
EXHIBIT A - 5
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.470 Page 6 of 56
inferenceinference
The attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconci
The attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconciliation defects require an issuer trial balance or corrected filing before reliance on exact balance-sheet totals.
inferenceinference
Advances, financing collateral and acceptance contingencies make reported award value, shipments, available cash and creditor-reachable proc
Advances, financing collateral and acceptance contingencies make reported award value, shipments, available cash and creditor-reachable proceeds distinct questions.
omissiongap
No underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and managem
No underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and management certification cannot fill those gaps.
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DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
DECLARATION OF WILLIAM WELTER
I, William Welter, declare and state as follows:
1. I am the Managing Director of Atlantic Wave Holdings, LLC ("Atlantic
Wave") and Secure Community, LLC ("Secure Community") (collectively,
"Plaintiffs"). I have personal knowledge of the matters stated herein and, if called
upon as a witness, I could and would competently testify thereto.
2. The judgment at issue stems from a consent judgment entered by a
Virginia Court, which Defendants Cyberlux Corporation and Mark D. Schmidt
("Defendants") willingly agreed to and signed off on, indicating their explicit
agreement to its terms.
3. Defendants have defaulted on their payment and disclosure obligations
under the parties’ agreement by making late payments and refusing to provide
information about drone sales, despite multiple requests from Plaintiffs before filing
suit, leading to the domestication of the Virginia judgment in California to enforce
the debt owed. The collection action was initiated in California because Cyberlux’s
subsidiary, and to our knowledge, its only tangible asset, Datron World
Communications, is located in Vista, California.
4. Plaintiffs' attempted to correct the initial filing error, but Defendants
refused to stipulate to the dismissal of the incorrectly filed complaint. Instead,
Defendants removed the case to federal court and filed counterclaims.
5. Plaintiffs also initiated proceedings in Virginia to garnish Defendants'
bank accounts in a parallel attempt to collect on the judgment. After moving to dismiss
the incorrectly filed complaint and domesticating the Virginia judgment in California,
Plaintiffs learned that their Virginia garnishment efforts were effective in segregating
funds held in Defendants' bank accounts. Plaintiffs do not know the amount
segregated or whether it will be sufficient to cover the outstanding balance on the
Virginia Judgment.
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.466 Page 2 of 56
otherattribution
Complete supplied 56-page source reviewed at SHA-256 755a15f784e8a69f8cb2362cad38084b6d9efd7cd316ddcd7818f5ea995aa063. Source assertions, or
Complete supplied 56-page source reviewed at SHA-256 755a15f784e8a69f8cb2362cad38084b6d9efd7cd316ddcd7818f5ea995aa063. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Full 56-page supplied PDF read, including complete 11-page email chain and 39-page report. SHA256 755a15f784e8a69f8cb2362cad38084b6d9efd7cd316ddcd7818f5ea995aa063; source version version_f6fcf4364787436db3d16b2f38e10e73. Original extraction retained; image-confirmed arithmetic defects are analytic findings, not replacement text.
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-1- Case No. 3:24-cv-00196-RBM-VET
DECLARATION OF WILLIAM WELTER
MORTENSON
TAGGART
ADAMS LLP
David M. Keithly, State Bar No. 292101
dkeithly@mortensontaggart.com
Sara K. Ross, State Bar No. 346153
sross@mortensontaggart.com
MORTENSON TAGGART ADAMS LLP
300 Spectrum Center Drive, Suite 1200
Irvine, California 92618
Telephone: (949) 774-2224
Facsimile: (949) 774-2545
Attorneys for Plaintiffs
ATLANTIC WAVE HOLDINGS, LLC
and SECURE COMMUNITY, LLC
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
ATLANTIC WAVE HOLDINGS, LLC,
a Virginia limited liability company, and
SECURE COMMUNITY, LLC, a
Virginia limited Liability company,
Plaintiffs,
vs.
CYBERLUX CORPORATION, a
Nevada Corporation,
Defendant.
CASE NO. 3:24-cv-00482-RBM-VET
Honorable Ruth Bermudez Montenegro
DECLARATION OF WILLIAM
WELTER IN SUPPORT OF
OPPOSITION OF PLAINTIFFS’
OPPOSITION TO DEFENDANTS’
MOTION TO VACATE SISTER-
STATE JUDGMENT
[Filed concurrently with Opposition to
Motion to Vacate Sister-State
Judgment; Declaration of David Keithly
and Declaration of James Sadigh]
DATE: June 3, 2024
NO ORAL ARGUMENT UNLESS
ORDERED BY THE COURT
Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.465 Page 1 of 56
questionquestion
What underlying ledger, corrected quarterly report and bank reconciliation resolve the liability, PPE and equity differences?
questionquestion
What docketed motion, notice and order establish whether the proposed Virginia hearing occurred or relief was granted?
questionquestion
Which delivery acceptances, financing instrument and settlement disclosures establish actual available proceeds and compliance?
distillateobservation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Discontinued 2023 foreign operations report revenue $6,085,560, cost $2,960,691, expenses $1,722,236 and net income $1,402,633. May 13 certifications predate the May 17 subcontract termination later described in HII’s answer; absence of that later event from this certification cannot alone establish concealment.qualifiesHII states the contracting officer terminated the relevant prime scope for convenience May 13, 2024 and HII terminated the subcontract May 17. It quotes section 32.1 limiting recovery to work percentage plus reasonable direct termination expenses, excluding lost profits and requiring a claim within twenty days on pain of waiver. The excerpt is HII’s pleading; the full subcontract, termination notices and any timely claim are absent, so no finding of waiver or recoverable amount follows.
May 13 certification predates the May 17 termination later recorded by HII; disclosure timing must remain bounded.
March current-liability lines sum $42,628,881, but printed subtotal is $40,188,781, a $2,440,100 difference. Printed current liabilities plus $4,315,031 long-term liabilities less printed equity deficit $16,311,963 total $28,191,849, not reported $30,435,331, a $2,243,482 difference. December liabilities/equity total $33,720,920 also differs from asset total $33,720,980 by $60. These are visible source arithmetic defects, not extraction corrections.supportsThe attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconciliation defects require an issuer trial balance or corrected filing before reliance on exact balance-sheet totals.
Specifically named source propositions support the bounded distinction or question.
Lease commitments, continuing settlement payments and purchase-order financing further constrain available cash. Note N describes March 2024 one-year financing up to $3 million, prime plus printed 0.0164% without clear period, collateral in specific purchase-order assets and customer receipts remitted to the lender. It does not name the lender or establish actual draw. Lease/payment and legal merits descriptions remain issuer representations.supportsWhich delivery acceptances, financing instrument and settlement disclosures establish actual available proceeds and compliance?
Specifically named source propositions support the bounded distinction or question.
Note A reports August 29, 2023 $78.9 million award, approximately $39 million advanced, $15 million shipped, and remaining advance $23,145,000. Remaining deliveries depend on DoD engineering testing and acceptance with uncertain timing. Going-concern disclosure cites accumulated losses/current-liability excess and conditionally lists delayed development, alliances, sale, cessation or bankruptcy if funding fails. It is not an announced sale decision or evidence accepted delivery occurred.supportsNo underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and management certification cannot fill those gaps.
Specifically named source propositions support the bounded distinction or question.
March current-liability lines sum $42,628,881, but printed subtotal is $40,188,781, a $2,440,100 difference. Printed current liabilities plus $4,315,031 long-term liabilities less printed equity deficit $16,311,963 total $28,191,849, not reported $30,435,331, a $2,243,482 difference. December liabilities/equity total $33,720,920 also differs from asset total $33,720,980 by $60. These are visible source arithmetic defects, not extraction corrections.supportsWhat underlying ledger, corrected quarterly report and bank reconciliation resolve the liability, PPE and equity differences?
Specifically named source propositions support the bounded distinction or question.
Welter calls $325,570 net income a December 31, 2023 comparator. The attached income statement labels it the quarter ended March 31, 2023, including $1,402,633 discontinued-operation income against $1,077,063 continuing-operation loss. March 2024 net loss is $4,496,856, not declaration’s $4,496,850. The attachment qualifies his financial comparison rather than corroborating its period label.supportsThe attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconciliation defects require an issuer trial balance or corrected filing before reliance on exact balance-sheet totals.
Specifically named source propositions support the bounded distinction or question.
March balance sheet prints accumulated deficit $44,296,207, while equity roll-forward correctly adds loss $4,496,856 to December deficit $39,999,351 for $44,496,207, a $200,000 difference. Roll-forward equity deficit $16,508,581 differs from balance-sheet $16,311,963 by $196,618. Balance-sheet equity components themselves sum deficit $16,308,581, $3,382 different from its printed subtotal. No preferred figure is silently selected.supportsDoes this exhibit establish dependable financial totals and an actual Virginia stay?
Specifically named source propositions support the bounded distinction or question.
Reported cash falls $3,198,280 to $627,757, a $2,570,523 decline. Cash-flow statement reports operating outflow $2,670,523 and financing inflow $100,000, reconciling that change. March current assets are $18,951,358, including inventory $17,262,102 and receivables $820,495. Cash and inventory are distinct liquidity categories; the report supplies no verified bank reconciliation.supportsAdvances, financing collateral and acceptance contingencies make reported award value, shipments, available cash and creditor-reachable proceeds distinct questions.
Specifically named source propositions support the bounded distinction or question.
Note A reports August 29, 2023 $78.9 million award, approximately $39 million advanced, $15 million shipped, and remaining advance $23,145,000. Remaining deliveries depend on DoD engineering testing and acceptance with uncertain timing. Going-concern disclosure cites accumulated losses/current-liability excess and conditionally lists delayed development, alliances, sale, cessation or bankruptcy if funding fails. It is not an announced sale decision or evidence accepted delivery occurred.supportsAdvances, financing collateral and acceptance contingencies make reported award value, shipments, available cash and creditor-reachable proceeds distinct questions.
Specifically named source propositions support the bounded distinction or question.
Lease commitments, continuing settlement payments and purchase-order financing further constrain available cash. Note N describes March 2024 one-year financing up to $3 million, prime plus printed 0.0164% without clear period, collateral in specific purchase-order assets and customer receipts remitted to the lender. It does not name the lender or establish actual draw. Lease/payment and legal merits descriptions remain issuer representations.supportsAdvances, financing collateral and acceptance contingencies make reported award value, shipments, available cash and creditor-reachable proceeds distinct questions.
Specifically named source propositions support the bounded distinction or question.
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categories using the balance-sheet PPE sum $30,433,331, $2,000 below reported total assets $30,435,331. Substituting Note D would reconcile that total, but remains a proposed explanation, not authority to amend the source.supportsThe attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconciliation defects require an issuer trial balance or corrected filing before reliance on exact balance-sheet totals.
Specifically named source propositions support the bounded distinction or question.
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categories using the balance-sheet PPE sum $30,433,331, $2,000 below reported total assets $30,435,331. Substituting Note D would reconcile that total, but remains a proposed explanation, not authority to amend the source.supportsDoes this exhibit establish dependable financial totals and an actual Virginia stay?
Specifically named source propositions support the bounded distinction or question.
Lease commitments, continuing settlement payments and purchase-order financing further constrain available cash. Note N describes March 2024 one-year financing up to $3 million, prime plus printed 0.0164% without clear period, collateral in specific purchase-order assets and customer receipts remitted to the lender. It does not name the lender or establish actual draw. Lease/payment and legal merits descriptions remain issuer representations.supportsNo underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and management certification cannot fill those gaps.
Specifically named source propositions support the bounded distinction or question.
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categories using the balance-sheet PPE sum $30,433,331, $2,000 below reported total assets $30,435,331. Substituting Note D would reconcile that total, but remains a proposed explanation, not authority to amend the source.supportsNo underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and management certification cannot fill those gaps.
Specifically named source propositions support the bounded distinction or question.
Welter calls $325,570 net income a December 31, 2023 comparator. The attached income statement labels it the quarter ended March 31, 2023, including $1,402,633 discontinued-operation income against $1,077,063 continuing-operation loss. March 2024 net loss is $4,496,856, not declaration’s $4,496,850. The attachment qualifies his financial comparison rather than corroborating its period label.supportsDoes this exhibit establish dependable financial totals and an actual Virginia stay?
Specifically named source propositions support the bounded distinction or question.
Welter alleges noncompliance while the issuer litigation disclosure states full settlement compliance and disputes the California case. The Q1 report is unaudited, prepared through CFO Downing, with May 13, 2024 knowledge-qualified certifications by Schmidt and Downing. Certifications authenticate management’s representations, not independent audit assurance or an adjudication of the competing compliance positions.supportsNo underlying trial balance, acceptance certificate, bank confirmation or PO financing instrument is attached; creditor argument and management certification cannot fill those gaps.
Specifically named source propositions support the bounded distinction or question.
March balance sheet prints accumulated deficit $44,296,207, while equity roll-forward correctly adds loss $4,496,856 to December deficit $39,999,351 for $44,496,207, a $200,000 difference. Roll-forward equity deficit $16,508,581 differs from balance-sheet $16,311,963 by $196,618. Balance-sheet equity components themselves sum deficit $16,308,581, $3,382 different from its printed subtotal. No preferred figure is silently selected.supportsWhat underlying ledger, corrected quarterly report and bank reconciliation resolve the liability, PPE and equity differences?
Specifically named source propositions support the bounded distinction or question.
Welter alleges noncompliance while the issuer litigation disclosure states full settlement compliance and disputes the California case. The Q1 report is unaudited, prepared through CFO Downing, with May 13, 2024 knowledge-qualified certifications by Schmidt and Downing. Certifications authenticate management’s representations, not independent audit assurance or an adjudication of the competing compliance positions.supportsWhich delivery acceptances, financing instrument and settlement disclosures establish actual available proceeds and compliance?
Specifically named source propositions support the bounded distinction or question.
Note A reports August 29, 2023 $78.9 million award, approximately $39 million advanced, $15 million shipped, and remaining advance $23,145,000. Remaining deliveries depend on DoD engineering testing and acceptance with uncertain timing. Going-concern disclosure cites accumulated losses/current-liability excess and conditionally lists delayed development, alliances, sale, cessation or bankruptcy if funding fails. It is not an announced sale decision or evidence accepted delivery occurred.supportsWhich delivery acceptances, financing instrument and settlement disclosures establish actual available proceeds and compliance?
Specifically named source propositions support the bounded distinction or question.
March balance-sheet PPE is $936,696, while Note D gives $8,575,065 gross less $7,636,369 depreciation = $938,696. Listed March asset categories using the balance-sheet PPE sum $30,433,331, $2,000 below reported total assets $30,435,331. Substituting Note D would reconcile that total, but remains a proposed explanation, not authority to amend the source.supportsWhat underlying ledger, corrected quarterly report and bank reconciliation resolve the liability, PPE and equity differences?
Specifically named source propositions support the bounded distinction or question.
The complete April 29–May 8 scheduling chain shows Robinson seeking urgent suspension, initially copying his colleague rather than Caudle; court staff then copied creditor counsel. Court availability was conditional on availability and filing a motion. Caudle reported conflicts and no motion received; Robinson proposed attending Friday at 1 pm for an oral motion. This proves contested scheduling efforts, not a completed hearing or granted suspension.supportsDoes this exhibit establish dependable financial totals and an actual Virginia stay?
Specifically named source propositions support the bounded distinction or question.
March balance sheet prints accumulated deficit $44,296,207, while equity roll-forward correctly adds loss $4,496,856 to December deficit $39,999,351 for $44,496,207, a $200,000 difference. Roll-forward equity deficit $16,508,581 differs from balance-sheet $16,311,963 by $196,618. Balance-sheet equity components themselves sum deficit $16,308,581, $3,382 different from its printed subtotal. No preferred figure is silently selected.supportsThe attached financial record weakens an unqualified use of Welter’s comparison: wrong comparator period and multiple source-printed reconciliation defects require an issuer trial balance or corrected filing before reliance on exact balance-sheet totals.
Specifically named source propositions support the bounded distinction or question.
March current-liability lines sum $42,628,881, but printed subtotal is $40,188,781, a $2,440,100 difference. Printed current liabilities plus $4,315,031 long-term liabilities less printed equity deficit $16,311,963 total $28,191,849, not reported $30,435,331, a $2,243,482 difference. December liabilities/equity total $33,720,920 also differs from asset total $33,720,980 by $60. These are visible source arithmetic defects, not extraction corrections.supportsDoes this exhibit establish dependable financial totals and an actual Virginia stay?
Specifically named source propositions support the bounded distinction or question.
The complete April 29–May 8 scheduling chain shows Robinson seeking urgent suspension, initially copying his colleague rather than Caudle; court staff then copied creditor counsel. Court availability was conditional on availability and filing a motion. Caudle reported conflicts and no motion received; Robinson proposed attending Friday at 1 pm for an oral motion. This proves contested scheduling efforts, not a completed hearing or granted suspension.supportsWhat docketed motion, notice and order establish whether the proposed Virginia hearing occurred or relief was granted?
Specifically named source propositions support the bounded distinction or question.
WEIGH
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