The evidence/GT-S-755A15F784E8

Context source · GT-S-755A15F784E8

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.
SHA-256 755a15f784e8a69f8cb2…0 pages · 3 MB

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.

Read the anchor · page 49
Page 32 of 39 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.

Read the anchor · page 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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.

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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.

Read the anchor · page 38
Page 21 of 39 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 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.

Read the anchor · page 38
Page 21 of 39 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 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.

Read the anchor · page 38
Page 21 of 39 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.

Read the anchor · page 39
Page 22 of 39 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 Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.503 Page 39 of 56
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.

Read the anchor · page 40
Page 23 of 39 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 Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.504 Page 40 of 56
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.

Read the anchor · page 43
Page 26 of 39 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 Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.507 Page 43 of 56
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.

Read the anchor · page 19
Page 2 of 39 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 Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.483 Page 19 of 56
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.

Read the anchor · page 44
Page 27 of 39 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 Case 3:24-cv-00482-RBM-VET Document 12-2 Filed 05/20/24 PageID.508 Page 44 of 56
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.

Read the anchor · page 49
Page 32 of 39 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
Page 32 of 39 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.

Read the anchor · page 55
Page 38 of 39 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.

Read the anchor · page 3
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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.

Read the anchor · page 18
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.

Read the anchor · page 21
Page 4 of 39 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.

Read the anchor · page 24
Page 7 of 39 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.

Read the anchor · page 28
Page 11 of 39 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.

Read the anchor · page 30
Page 13 of 39 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.

Read the anchor · page 33
Page 16 of 39 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

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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

Atlantic Wave Holdings, LLC

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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

Mark D. Schmidt

Read the anchor · page 56
Page 39 of 39 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

Read the anchor · page 56
Page 39 of 39 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
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
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.

Read the anchor · page 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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
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.

Read the anchor · page 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%
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.

50%
Confidence 75%Link weight 50%

WEIGH

Explained weighting

A score appears only when its components and change threshold are published.

No published WEIGH run

The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.