UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31, 2019~~September 30, 2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 000-53489

Bravatek Solutions, Inc.

(Exact name of registrant as specified in its charter)

Colorado		32-0201472
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

2028 E Ben White Blvd, #240-2835

Austin, TX 78741

(Address of principal executive offices)

866-204-6703

(~~Registrant's~~Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol	Name of each exchange on which registered
Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨x Yes x¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). xYes ¨ ~~Yes~~ xNo No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated filer"~~” “accelerated filer” and smaller reporting ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨x	Smaller reporting company	x
		(Do not check if a smaller reporting company)	Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of ~~June 24, 2019,~~November 28, 2018, the Company had ~~1,363,315~~1,018,269 issued and outstanding shares of common ~~stock~~.stock.

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q (“Form 10-Q/A”) of Bravatek Solutions, Inc. (the “Company”) amends our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which was originally filed with the Securities and Exchange Commission on December 4, 2018 (the “Original Form 10-Q”). Effective January 1, 2018, the Company acquired all of the issued and outstanding shares of HELPCOmm. Inc. (“HelpComm”), a telecom construction and services corporation located in Manassas, Virginia, in exchange for $25,000 of cash and 100,000 shares of Series D Convertible Preferred Stock (the “Acquisition”). On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases, whereby the acquisition of HelpComm was fully rescinded effective retroactive to January 1, 2018. This amendment is being filed to: a) remove all transactions related to HelpComm; b) remove interest accrued in error on a settlement amount that was non-interest bearing; and c) change the value of derivative liability based on the Black-Scholes model. In addition, on January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split. This Form10-Q/A also includes new the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2. This Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date or modify or update disclosures in any way other than as required to reflect the restatements described herein. The Company has restated its 2018 financial statements (and numbers therein). The 2017 financial statements (and numbers therein) have not been modified from those in the Company’s historical filings.

BRAVATEK SOLUTIONS, INC.

INDEX

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	~~Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 (unaudited)~~	3
	Condensed ~~Consolidated Statements of Operations for the three months ended March~~Balance Sheets at September 30, 2018 and December 31, ~~2019, and 2018~~2017 (unaudited)		4
	Condensed ~~Consolidated~~ Statements of ~~Stockholders’ Deficit~~Operations for the three and nine months ended ~~March 31, 2019,~~September 30, 2018, and ~~2018~~2017 (unaudited)		5
	Condensed ~~Consolidated~~Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2018, and 2017 (unaudited)		6
	Condensed Statements of Cash Flows for the ~~three~~nine months ended ~~March 31, 2019,~~September 30, 2018, and ~~2018~~2017 (unaudited)		67
	Notes to Condensed Financial Statements (unaudited)		78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2627
Item 3.	Quantitative and Qualitative Disclosures about Market Risks		2930
Item 4.	Controls and Procedures		30

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3231
Item 3.	Defaults Upon Senior Securities		3231
Item 4.	Mine Safety Disclosures		3231
Item 5.	Other Information		3231
Item 6.	Exhibits		3332

SIGNATURES			35

BRAVATEK SOLUTIONS, INC.

CONDENSED ~~CONSOLIDATED~~ BALANCE SHEETS

~~(unaudited)~~(Unaudited)

		March 31,			December 31,				September 30,			December 31,
		2019			2018				2018			2017
									(restated)
ASSETS	ASSETS							ASSETS
CURRENT ASSETS
Cash		$	-		$	14,094			$	-		$	189,357
Accounts receivable, net			-			27,836
Accounts receivable										5,750			10,000
Prepaid expenses and other current assets			59,805			70,126				59,243			23,061
TOTAL CURRENT ASSETS			59,805			112,056				64,993			222,418


Property and equipment, net			10,332			12,591				14,850			21,634
Intangible assets, net										-			47,902
TOTAL ASSETS		$	70,137		$	124,647			$	79,843		$	291,954

LIABILITIES AND STOCKHOLDERS' DEFICIT	LIABILITIES AND STOCKHOLDERS' DEFICIT							LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft		$	11,432		$	-
Convertible notes payable, net of discounts			1,632,466			1,415,845			$	1,201,584		$	797,797
Notes payable			830,788			830,788				830,788			830,788
Bank overdraft										17,089			-
Accounts payable and accrued liabilities			279,649			225,721				183,890			64,023
Accounts payable, related party			420,005			367,432				337,183			318,179
Accrued interest			459,503			416,646				378,395			295,148
Derivative liabilities			3,556,075			5,540,889				2,072,214			3,842,211
TOTAL CURRENT LIABILITIES			7,189,918			8,797,321				5,021,143			6,148,146

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Series A convertible preferred stock (5,000,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			-			-
Series B preferred stock (350,000 shares authorized; par value $0.0001, 264,503 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			26			26
Series C preferred stock (1,000,000 shares authorized; par value $0.0001, 319,768 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			32			32
Series D preferred stock (60,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			-			-
Series E preferred stock (1 share authorized; par value $0.0001, 1 share issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			-			-
Common stock (10,600,000,000 shares authorized; no par value; 1,321,650 and 986,667 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)			6,757,310			6,668,410
Common stock to be issued (1,221 shares issuable at March 31, 2019 and December 31, 2018, respectively)			66,917			66,917
Series A convertible preferred stock (5,000,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at September 30, 2018, and December 31, 2017)										-			-
Series B preferred stock (350,000 shares authorized; par value $0.0001, 264,503 shares issued and outstanding at September 30, 2018, and December 31, 2017)										26			26
Series C preferred stock (1,000,000 shares authorized; par value $0.0001, 319,768 shares issued and outstanding at September 30, 2018, and December 31, 2017)										32			32
Series D preferred stock (60,000 shares authorized; par value $0.0001, 100,000 shares issued and outstanding at September 30, 2018)										-			-
Series E preferred stock (1 share authorized; par value $0.0001, 1 share issued and outstanding at September 30, 2018)										-			-
Common stock (11,600,000,000 shares authorized; no par value; 951,667 and 804,068 shares issued and outstanding at September 30, 2018, and December 31, 2017, respectively)										6,563,410			5,385,977
Common stock to be issued (1,221 shares issuable at September 30, 2018, and December 31, 2017)										66,917			66,917
Additional paid in capital			22,417,732			22,186,887				22,011,887			18,291,657
Accumulated deficit			(36,361,798	)		(37,594,946	)			(33,583,572	)		(29,600,801	)
TOTAL STOCKHOLDERS' DEFICIT			(7,119,781	)		(8,672,674	)			(4,941,300	)		(5,856,192	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	70,137		$	124,647			$	79,843		$	291,954

The accompanying notes are an integral part of these ~~unaudited~~ condensed ~~consolidated~~ financial statements.

3
~~Table of Contents~~

~~BRAVATEK SOLUTIONS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

Three Months Ended March 31,

2019

2018

(restated)

REVENUES

Sales, other

$ 620

$ -

Sales, related party

85,750

24,837

Total sales

86,370

24,837

Cost of services

194

2,314

GROSS PROFIT

86,176

22,523

OPERATING EXPENSES

Selling expenses

5,277

10,300

General and administrative

209,867

230,082

Research and development

-

10,000

TOTAL OPERATING EXPENSES

215,144

250,382

OPERATING LOSS

(128,968 )

(227,859 )

OTHER INCOME (EXPENSES)

Interest expense

(57,916 )

(49,635 )
Loss on investment in joint venture

-

(20,000 )
Other income

(31,609 )

1,505

Loss on rescinded acquisition

-

(150,000 )
Gain (loss) on fair value of derivatives

1,753,969

13,770

Gain (loss) on extinguishment of debt

-

(20,000 )
Amortization of debt discount

(302,328 )

(614,096 )
TOTAL OTHER INCOME (EXPENSE), NET

1,362,116

(838,456 )

NET INCOME (LOSS)

$ 1,233,148

$ (1,066,315 )

EARNINGS (LOSS) PER SHARE BASIC

Basic

$ 1.06

$ (1.26 )
Diluted

$ 0.12

$ (1.26 )

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic

1,168,073

844,722

Diluted

10,034,698

844,722

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

4

Table of Contents

BRAVATEK SOLUTIONS, INC.

CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF ~~STOCKHOLDERS' DEFICIT~~OPERATIONS

~~For the Three Months Ended March 31, 2019 and 2018~~(Unaudited)

~~(unaudited)~~

Series B

Preferred Stock
Series C

Series E

Common Stock

Common Stock to
be issued

Additional
Paid

Retainted

Total
Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

in Capital

Deficit

Deficit

Balance, December 31, 2018

264,503

$ 26

319,768

$ 32

1

$ -

986,667

$ 6,668,410

1,221

$ 66,917

$ 22,186,887

$ (37,594,946 )

$ (8,672,674 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

328,909

88,900

-

-

-

-

88,900

Round up shares for reverse stock split

-

-

-

-

-

-

6,074

-

-

-

-

-

-

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

230,845

-

230,845

Net income for the three months ended March 31, 2019

-

-

-

-

-

-

-

-

-

-

-

1,233,148

1,233,148

Balance, March 31, 2019

264,503

$ 26

319,768

$ 32

1

$ -

1,321,650

$ 6,757,310

1,221

$ 66,917

$ 22,417,732

$ (36,361,798 )

$ (7,119,781 )

Balance, December 31, 2017

264,503

$ 26

319,768

$ 32

-

$ -

804,068

$ 5,385,977

1,221

$ 66,917

$ 18,291,657

$ (29,600,801 )

$ (5,856,192 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

71,739

711,663

-

-

-

-

711,663

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

894,632

-

894,632

Net loss for the three months ended March 31, 2018

-

-

-

-

-

-

-

-

-

-

-

(1,066,315 )

(1,066,315 )

Balance, March 31, 2018

264,503

$ 26

319,768

$ 32

-

$ -

875,807

$ 6,097,640

1,221

$ 66,917

$ 19,186,289

$ (30,667,116 )

$ (5,316,212 )

For the Three Months
Ended
September 30,

For the Nine Months
Ended
September 30,

2018

2017

2018

2017

(restated)

(restated)

REVENUES

Sales, other

$ 1,648

$ 75,498

$ 1,666

$ 75,498

Sales, related party

-

-

24,837

-

Total sales

1,648

75,498

26,503

75,498

Cost of services

1,975

2,203

6,569

3,286

GROSS PROFIT (LOSS)

(327 )

73,295

19,934

72,212

OPERATING EXPENSES

Selling expenses

30,869

-

50,869

-

General and administrative

204,934

247,902

2,959,357

486,768

Research and development

15,000

900

31,750

5,400

TOTAL OPERATING EXPENSES

250,803

248,802

3,041,976

492,168

OPERATING LOSS

(251,130 )

(175,507 )

(3,022,042 )

(419,956 )

OTHER INCOME (EXPENSES)

Interest expense

(42,960 )

(72,925 )

(130,408 )

(367,394 )
Gain (Loss) on investment in joint venture

8,519

-

(89,450 )

-

Interest expense related party

-

(2,600 )

-

(8,806 )
Loss on rescinded acquisition

(110,522 )

-

(370,947 )

-

Loss on write down of asset

(51,640 )

-

(51,640 )

-

Other income

1,500

-

4,505

-

Gain (loss) on fair value of derivatives

844,505

(8,454,754 )

1,022,907

(15,898,666 )
Gain (loss) on extinguishment of debt

-

63,727

(23,020 )

63,727

Amortization of debt discount

(256,494 )

(501,347 )

(1,322,676 )

(695,777 )
TOTAL OTHER INCOME (EXPENSE), NET

392,908

(8,967,899 )

(960,729 )

(16,906,916 )

NET INCOME (LOSS)

$ 141,778

$ (9,143,406 )

$ (3,982,771 )

$ (17,326,872 )

INCOME (LOSS) PER SHARE BASIC

Basic

$ 0.15

$ (12.75 )

$ (4.46 )

$ (36.85 )
Diluted

$ 0.09

$ (12.75 )

$ (4.46 )

$ (36.85 )

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic

938,491

717,297

892,236

470,154

Diluted

1,542,319

717,297

892,236

470,154

The accompanying notes are an integral part of these ~~unaudited~~ condensed ~~consolidated~~ financial statements.

5

Table of Contents

BRAVATEK SOLUTIONS, INC.
CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS' DEFICIT
~~(unaudited)~~For the Three and Nine Months Ended September 30, 2018 and 2017

Three Months Ended March 31,

2019

2018

(restated)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ 1,233,148

$ (1,066,315 )
Adjustments to reconcile net income (loss) to net cash used in operations:

Amortization and depreciation

2,259

80,049

Loss on rescinded acquisition

-

150,000

Loss on extinguishment of debt

-

20,000

Amortization of debt discounts

302,328

614,096

(Gain) on fair value of derivatives

(1,753,969 )

(13,770 )
Loss on investment in joint venture

-

20,000

Changes in operating assets and liabilities:

Accounts receivable

27,836

(14,837 )
Prepaid expenses and other current assets

10,321

(21,889 )
Accounts payable and accrued liabilities

111,678

37,093

Accounts payable and accrued liabilities, related party

52,573

1,210

NET CASH USED IN OPERATING ACTIVITIES

(13,826 )

(194,363 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid in HelpComm acquisition

-

(150,000 )
Investment in joint venture

-

(20,000 )
Purchase of exclusivity rights

-

(29,880 )
NET CASH USED IN INVESTING ACTIVITIES

-

(199,880 )

CASH FLOWS FROM BY FINANCING ACTIVITIES

Bank overdraft

11,432

-

Payments of principal on convertible notes payable

(11,700 )

(4,500 )
Proceeds from issuance of convertible debt , net

-

254,525

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

(268 )

250,025

NET DECREASE IN CASH AND CASH EQUIVALENTS

(14,094 )

(144,218 )

CASH AND CASH EQUIVALENTS

Beginning of period

14,094

189,357

End of period

$ -

$ 45,139

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest

$ -

$ 24,566

Cash paid for income taxes

$ -

$ -

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Shares issued in settlement of debt and interest on convertible debt

$ 88,900

$ 711,663

Original issue discounts

$ -

$ 34,000

Original debt discount against derivative liabilities

$ -

$ 204,000

Initial value of derivative liabilities

$ -

$ 355,358

Reclassification of derivatives upon conversion of convertible debt

$ 230,845

$ 894,632

Preferred Stock

Common Stock

Additional

Total

Series B

Series C

Series E

Common Stock

to be issued

Paid

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

in Capital

Deficit

Deficit

Balance, December 31, 2017

264,503

$ 26

319,768

$ 32

-

$ -

804,068

$ 5,385,977

1,221

$ 66,917

$ 18,291,657

$ (29,600,801 ) $ (5,856,192 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

71,739

711,663

-

-

-

-

711,663

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

894,632

-

894,632

Net loss for the three months ended March 31, 2018

-

-

-

-

-

-

-

-

-

-

-

(1,066,315 )

(1,066,315 )

Balance, March 31, 2018

264,503

26

319,768

32

-

-

875,807

6,097,640

1,221

66,917

19,186,289

(30,667,116 )

(5,316,212 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

48,389

333,420

-

-

-

-

333,420

Series E Preferred stock issued

-

-

-

-

1

-

-

-

-

-

2,333,140

-

2,333,140

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

357,695

-

357,695

Shares Issued for Donation

-

-

-

-

-

-

2,500

-

-

-

25,000

-

25,000

Net loss for the three months ended June 30, 2018

-

-

-

-

-

-

-

-

-

-

-

(3,058,234 )

(3,058,234 )

Balance, June 30, 2018

264,503

26

319,768

32

1

-

926,696

6,431,060

1,221

66,917

21,902,124

(33,725,350 )

(5,325,191 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

22,471

132,350

-

-

-

-

132,350

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

84,763

-

84,763

Shares Issued for Donation

-

-

-

-

-

-

2,500

-

-

-

25,000

-

25,000

Net loss for the three months ended September 30, 2018

-

-

-

-

-

-

-

-

-

-

-

141,778

141,778

Balance, September 30, 2018

264,503

$ 26

319,768

$ 32

1

$ -

951,667

$ 6,563,410

1,221

$ 66,917

$ 22,011,887

$ (33,583,572 ) $ (4,941,300 )

Balance, December 31, 2016

264,503

$ 26

319,768

$ 32

-

$ -

126,445

$ 3,687,993

1,221

$ 66,917

$ 10,138,482

$ (19,362,500 ) $ (5,469,050 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

78,926

46,793

-

-

-

-

46,793

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

32,033

-

32,033

Net loss for the three months ended March 31, 2017

-

-

-

-

-

-

-

-

-

-

-

(406,855 )

(406,855 )

Balance, March 31, 2017

264,503

26

319,768

32

-

-

205,371

3,734,786

1,221

66,917

10,170,515

(19,769,355 )

(5,797,079 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

469,702

685,174

-

-

-

-

685,174

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

5,266,775

-

5,266,775

Shares to be issued

-

-

-

-

-

-

-

-

10,635

6,521

-

-

6,521

Net loss for the three months ended June 30, 2017

-

-

-

-

-

-

-

-

-

-

-

(7,776,612 )

(7,776,612 )

Balance, June 30, 2017

264,503

26

319,768

32

-

-

675,073

4,419,960

11,856

73,438

15,437,290

(27,545,967 )

(7,615,221 )

Common stock issued for conversion of convertible debt and accrued interest

-

-

-

-

-

-

78,045

613,515

-

-

-

-

613,515

Reclassification of derivative liabilities upon conversion of convertible debt

-

-

-

-

-

-

-

-

-

-

2,132,383

-

2,132,383

Net loss for the three months ended September 30, 2017

-

-

-

-

-

-

-

-

-

-

-

(9,143,406 )

(9,143,406 )

Balance, September 30, 2017

264,503

$ 26

319,768

$ 32

-

$ -

753,118

$ 5,033,475

11,856

$ 73,438

$ 17,569,673

$ (36,689,373 ) $ (14,012,729 )

The accompanying notes are an integral part of these ~~unaudited~~ condensed ~~consolidated~~ financial statements.

6

Table of Contents

BRAVATEK SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Nine Months
Ended
September 30,

2018

2017

(restated)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (3,982,771 )

$ (17,326,872 )
Adjustments to reconcile net loss to net cash used in operations:

Amortization and depreciation

85,066

85,392

Non-cash interest and fees

-

72,504

(Gain) loss on extinguishment of debt

23,020

(63,727 )
Preferred stock issued as compensation

2,333,140

-

Amortization of debt discounts

1,322,676

695,777

Loss on rescinded acquisition

370,947

-

(Gain) loss on fair value of derivatives

(1,022,907 )

15,898,666

Loss on investment in joint venture

89,450

-

Stock issued for donation

25,000

-

Write down of assets

51,640

-

Changes in operating assets and liabilities:

Accounts receivable

4,250

(65,498 )
Prepaid expenses and other current assets

(87,822 )

-

Accounts payable and accrued liabilities

120,346

47,672

Accounts payable and accrued liabilities, related party

19,004

93,381

Accrued interest

142,908

-

NET CASH USED IN OPERATING ACTIVITIES

(506,053 )

(562,705 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid in HelpComm acquisition

(394,446 )

-

Investment in joint venture

(89,450 )

-

Purchase of exclusivity

(30,380 )

(200,000 )
NET CASH USED IN INVESTING ACTIVITIES

(514,276 )

(200,000 )

CASH FLOWS FROM BY FINANCING ACTIVITIES

Payments of principal on notes and leases payable

-

(332,162 )
Payments of principal on convertible notes payable

(95,111 )

(268,782 )
Proceeds from issuance of convertible debt, net

908,994

1,602,030

Proceeds from loan-related party

-

11,301

Bank overdraft

17,089

-

Repayment of loan-related party

-

(38,151 )
NET CASH PROVIDED BY FINANCING ACTIVITIES

830,972

974,236

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(189,357 )

211,531

CASH AND CASH EQUIVALENTS

Beginning of period

189,357

258

End of period

$ -

$ 211,789

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest

$ 112,953

$ 205,109

Cash paid for income taxes

$ -

$ -

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Shares issued in settlement of debt and interest on convertible debt

$ 1,177,433

$ 1,345,480

Shares to be issued in settlement of debt and interest on convertible debt

$ -

$ 6,521

Original issue discounts

$ 92,000

$ 124,917

Original debt discount against derivative liabilities

$ 1,133,704

$ 1,815,639

Initial value of derivative liabilities

$ 1,541,611

$ 7,609,087

Reclassification of derivatives upon conversion of convertible debt

$ 1,362,090

$ 7,431,191

Increase in convertible notes payable for additional interest

$ -

$ 30,000

The accompanying notes are an integral part of these condensed financial statements.
7
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)

~~Note~~NOTE 1 - ~~Organization and Basis~~Nature of ~~Presentation~~
~~Organization and Line of Business~~Operations

Bravatek Solutions, Inc., a Colorado corporation (the “Company”), was incorporated on April 19, 2007, as eCrypt Technologies, Inc. Effective October 23, 2015, the Company changed its name to “Bravatek Solutions, Inc.” in order to better reflect the ~~Company's~~Company’s expanding operations and strategy. The ~~Company's~~Company’s business operations are oriented around the marketing and distribution of proprietary and allied security, defense and information security software, hardware and services (including telecom services). Products include software, hardware and services, and span a diverse variety of industries including, but not limited to, email security, user authentication, telecommunications and cyber breach protection. Bravatek is a security platform company offering services, software, tools and systems that it provides, develops, acquires or obtains through strategic marketing or other agreements. The Company began taking pre-orders of Tuitio, a consumer software product (protected by two issued patents and licensed by the Company) in the second quarter of 2018.

In December 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc. (“DarkPulse”), pursuant to which the parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA DarkPulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”). During the year ended December 31, 2018, the Company funded $89,450 to the JV which was written off in in its entirety at ~~December 31,~~September 30, 2018.

In January of 2018, the Company acquired HelpComm, Inc., a Virginia corporation engaged in the provision of telecom services. These telecom services include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G/5G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual ~~Releases;~~Releases, whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018, resulting in a loss on rescinded acquisition of ~~$150,000.~~$370,917 during the nine months ended September 30, 2018.

NOTE 2 - Significant Accounting Policies
Basis of Presentation
On February 3, 2018, the Board of Directors of the Company changed the Company’s fiscal year end to December 31 ^st from March 31 ^st . On May 3, 2018, the Company filed a Transition Report on Form 10-KT covering the nine-month period from April 1, 2017, through December 31, 2017 (the “Transition Period”) which reflects the Company’s financial results during that nine-month period.

The ~~unaudited~~accompanying condensed ~~consolidated~~ financial statements ~~are~~in this report have been prepared by the Company pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which inwithout audit. In the opinion of management, ~~are~~all adjustments necessary to ~~fairly state~~present the ~~Company’s~~ financial position, ~~the~~ results of ~~its~~ operations and cash flows for the stated periods ~~presented.~~have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and ~~footnote~~note disclosures normally ~~present~~included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ~~were omitted pursuant to such rules~~have been condensed or omitted. These condensed unaudited financial statements should be read in conjunction with a reading of the Company’s financial statements and ~~regulations. The~~notes thereto included in the Transition Report for the nine months ended December 31, 2017, filed with the United States Securities and Exchange Commission (the “SEC”) on May 3, 2018. Interim results of operations for the three and nine months ended ~~March 31, 2019~~September 30, 2018, and 2017, are not necessarily indicative of ~~the~~future results ~~expected~~ for the ~~year ending December 31, 2019.~~full year. Certain amounts from the 2017 period have been reclassified to conform to the presentation used in the current period.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Such estimates and assumptions impact both assets and liabilities, including, but not limited to: net realizable value of accounts receivable, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of the valuation allowances on deferred tax assets and estimates of the probability and potential magnitude of contingent liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near-term events. Accordingly, actual results could differ significantly from estimates.
Stock Split
On January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split.
8
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
Other intangible assets
In June 2017, the Company purchased for $200,000 exclusivity rights from Mile High Construction (“MHC”), of which $107,520 was funded in 2017. During the nine months ended September 30, 2018, the Company funded an additional $30,380 to MHC.

(Restated)

Life in years

2018

2017

Exclusivity rights

1

137,900

107,520

Software

3

60,362

60,362

Total intangible assets acquired

198,262

167,822

Less accumulated amortization

(198,262 )

(119,980 )
Intangible assets, net

$ -

$ 47,092

Amortization expense was $78,282 and $14,993, for the nine months ended September 30, 2018, and 2017, respectively and $0 and $5,016, for the three months ended September 30, 2018, and 2017, respectively.
Uncertainty as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has ~~recurring losses,~~ an accumulated deficit of ~~$36,361,798~~$33,583,572 and has a working capital deficit of ~~$7,130,113~~$4,956,150 as of ~~March 31, 2019,~~September 30, 2018, which raises substantial doubt about its ability to continue as a going concern.

The ~~Company's~~Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~Stock Split~~
~~On January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split.~~
7
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~
~~Note 2 – Summary~~Fair Value of ~~Significant Accounting Policies~~
~~Use of Estimates~~Financial Instruments

The ~~preparation~~carrying amounts of ~~financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect~~ the ~~reported amounts of~~Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and ~~disclosure of contingent assets~~accrued expenses, certain notes payable and ~~liabilities at the date~~notes payable - related party, approximate their fair values because of the short maturity of these instruments.
The following table represents the Company’s financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expensesinstruments that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include net realizable value of accounts receivable, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate ofmeasured at fair value on a recurring basis as of ~~share-based payments~~September 30, 2018, and ~~derivative liabilities, estimates of the valuation allowances on deferred tax assets and estimates of the probability and potential magnitude of contingent liabilities.~~December 31, 2017, for each fair value hierarchy level:

September 30, 2018 (Restated)

Derivative
Liabilities

Total

Level III

$ 2,072,214

$ 2,072,214

December 31, 2017

Level III

$ 3,842,211

$ 3,842,211

~~Advertising and Promotion~~
Derivative Financial Instruments

The Company ~~expenses advertising costs as incurred. Advertising expenses for three months ended March 31, 2019 and 2018 was $5,277 and $10,300, respectively.~~
~~Derivative Financial Instruments~~
does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of ~~its agreements~~it financial instruments, including stock purchase warrants, to determine if such instruments ~~have~~are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported ~~in the statements of operations.~~ as charges or credits to income.
For stock-based simple derivative financial instruments, the Company uses ~~a weighted-average~~the weighted average Black-Scholes-Merton option pricing model simulations to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is ~~evaluated~~re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2019, and December 31, 2018, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion.
8
~~Table of Contents~~

~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~
~~Fair Value of Financial Instruments~~
~~At March 31, 2019 and December 31, 2018, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:~~

Fair Value

As of

Fair Value Measurements at

March 31,

March 31, 2019

Description

2019

Using Fair Value Hierarchy

Level 1

Level 2

Level 3

Conversion feature on convertible notes

$ 3,556,075

$ -

$ -

$ 3,556,075

Fair Value

As of

Fair Value Measurements at

December 31,

December 31, 2018
Description

2018

Using Fair Value Hierarchy

Level 1

Level 2

Level 3

Conversion feature on convertible notes

$ 5,540,889

$ -

$ -

$ 5,540,889

Revenue Recognition

Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (" Topic 606 "), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the "modified retrospective" transition method for open contracts for the implementation of Topic 606. The Company had no significant post-delivery obligations; therefore, this new standard did not result in a material recognition of revenue on the Company’s accompanying financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

9

Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)

Revenue from licensing software is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

·
executed contracts with the Company’s customers that it believes are legally enforceable;
·
identification of performance obligations in the respective contract;
·
determination of the transaction price for each performance obligation in the respective contract;
·
allocation of the transaction price to each performance obligation; and
·
recognition of revenue only when the Company satisfies each performance obligation.

After applying these five elements the Company’s recognizes licensed software revenue at the time the software is delivered or available to the customer, at which time the Company has no further obligations related to the sales contract with its customers.

~~Basic and Diluted~~Net Earnings ~~Per~~(Loss) per Share

As of ~~March~~September 30, 2018 and December 31, ~~2019, and 2018,~~2017, there were warrants and options to purchase ~~2 and 2~~3,365 shares ~~respectively,~~ of common stock, and the Company’s outstanding convertible debt is convertible into approximately ~~8,866,625 and 253,403~~603,828 shares ~~respectively,~~ of common stock. ~~Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the three months ended March 31, 2018, these~~These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive ~~because of~~for the ~~net loss incurred.~~nine months ended September 30, 2018 and 2017 and for the three months ended September 30, 2017. The following table illustrates the computation of basic and diluted EPS for the three months ended ~~March 31, 2019:~~September 30, 2018:

(Restated)

For the three months ending
September 30, 2018

Net Loss

Shares

Per Share
Amount

Basic EPS

Income available to stockholders

$ 141,778

938,491

$ 0.15 )

Effect of Dilutive Securities

Convertible debt

-

603,828

-

Dilute EPS

Loss available to stockholders plus assumed conversions

$ -

1,542,319

$ 0.09

Recent Accounting Pronouncements

For the Three Months ended March 31, 2019

Net Income (Loss)

Shares

Per Share Amount

Basic EPS

Income (loss) available to stockholders

$ 1,233,148

1,168,073

$ 1.06

Effect of Dilutive Securities

Convertible debt

8,866,625

-

Dilute EPS

Income (loss) available to stockholders plus

assumed conversions

10,034,698

$ 0.12

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our financial statements.

10

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)

In January 2017, the FASB issued ASU 2017-01, “Business~~Recent Accounting Pronouncements~~ Combinations (Topic 805) Clarifying the Definition of a Business” (“ASU 2017-01”). The Amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. Early adoption of this standard is permitted. The Company adopted ASU 2017-01 on January 1, 2018, with no significant impact on the condensed financial statements.

In ~~June 2018,~~May 2014, the FASB issued ~~Accounting Standards Update (“ASU”)~~ ASU ~~2018-07,~~2014-09, ~~Stock Compensation~~Revenue from Contracts with Customers (Topic ~~718): Improvements~~606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-10, ASU 2017-13 and ASU 2017-14, which FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017, September 2017 and November 2017, respectively (collectively, the amended ASU 2014-09). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to ~~Nonemployee Share-Based Payment Accounting~~ ,recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which ~~simplifies~~ the ~~accounting~~entity expects to be entitled in exchange for ~~share-based payments granted~~those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to ~~nonemployees~~exercise judgment when considering the terms of contract(s). The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date for ~~goods and services and aligns most of~~ the amended ASU 2014-09 is for years beginning after December 15, 2017 with early adoption permitted. The Company adopted the new guidance ~~on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is~~ effective on January 1, ~~2019. Early adoption is permitted. The adoption of this ASU~~2018 under the modified retrospective transition approach and it did not have a material impact on the ~~Company’s consolidated~~condensed financial ~~statements.~~
~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory~~~~, which requires the recognition~~statements of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. Company.
~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~ . ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements as the Company did not have any lease arrangements that were subject to this new pronouncement.
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

~~Note~~NOTE 3 –- Related Party Transactions

As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, included in accounts payable - related party is ~~$420,005~~$337,183 and ~~$367,432,~~$318,179, respectively, for amounts owed to the Company’s CEO.

~~For the three months ended March 31, 2019,~~On June 1, 2018, the Company ~~recognized revenue from DarkPulse Technology Holdings Inc.,~~issued 1 share of its Series E Preferred Stock to Dr. Cellucci, in consideration of $25,000 of accrued and unpaid wages, Dr. Cellucci’s stock pledge of Series C Preferred Stock as collateral to a ~~former joint venture partner,~~lender, the Company’s failure to timely pay current and past salaries, and Dr. Cellucci’s willingness to accrue unpaid payroll and non-reimbursement of ~~$85,750 which is included~~business expenses without penalty or action for all amounts. The Company determined that the issuance of the Series E Preferred Stock resulted in ~~Sales, related party on~~a change of control of the ~~financial statements.~~ Company. The Company determined that fair value of the Series E Preferred Stock (see Note 7) issued to the Company’s CEO was $2,333,140.
For the three months ended March 31, 2018, the Company recognized revenue from Mile High Construction, a former joint venture partner, $24,837 which is included in Sales, related party on the financial statements.

11
~~Table of Contents~~
NOTE 4 - Notes Payable

~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~
~~Note 4 - Property and Equipment, Net~~
~~Property and equipment consisted of the following as of March 31, 2019 and December 31, 2018:~~

March 31,

December 31,

2019

2018

Office equipment

$ 48,056

$ 48,056

Computer equipment

26,034

26,034

Vehicles

35,608

35,608

109,698

109,698

Less accumulated depreciation

(99,366 )

(97,107 )
Property and equipment, net

$ 10,332

$ 12,591

~~Depreciation expense for the three months ended March 31, 2019 and 2018 was $2,259 and $2,267, respectively.~~
~~Note 5 – Intangible Assets, Net~~
~~Intangible assets consisted of the following as of March 31, 2019 and December 31, 2018:~~

March 31,

December 31,

2019

2018

Exclusivity rights

$ -

$ 137,900

Software

60,362

60,362

60,362

198,262

Less accumulated amortization

(60,362 )

(198,262 )
Intangible assets, net

$ -

$ -

~~Intangible assets are being amortized as follows: Exclusivity rights - 12 months; and Software – 36 months.~~
~~Amortization expense for the three months ended March 31, 2019 and 2018 was $0 and $77,782, respectively.~~
12
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~
~~Note 6 – Notes Payable~~
~~Notes payable consisted of the following at March 31, 2019 and December 31, 2018:~~

March 31,

December 31,

2019

2018

Notes issued from May 18, 2010 to June 27, 2013 (A)

$ 400,000

$ 400,000

Notes issued from December 18, 2012 to May 30, 2013 (B)

199,960

199,960

Notes issued from July 12, 2013 to June 16, 2014 (C)

230,828

230,828

Total notes payable

$ 830,788

$ 830,788

~~(A)~~ From May 18, 2010 through June 27, 2013, the Company issued in the aggregate $558,500 of unsecured notes payable to a Nevada corporation, lender and preferred shareholder of the Company ~~("Global"~~(“Global“). The notes bear interest at 10%, compounded annually and $553,000 and $5,500 matured on November 30, 2014, and June 27, 2015, respectively. On February 16, 2015, the Company secured extensions on all of the notes that matured on November 30, 2014 through April 1, 2015, with no change in original terms of the agreement.

On June 15, 2015, Company entered into a Settlement Agreement and Partial Waiver and Release (the ~~"Settlement Agreement")~~“Settlement Agreement “) with Global. Global owned 2,377,500 shares of the ~~Company's~~Company ‘s Series A Convertible Preferred Stock and iswas the holder of outstanding promissory notes in the original principal amount of $558,500, with accrued interest thereon due to Global of approximately $267,960 (the ~~"Global Notes")~~“Global Notes “) immediately prior to the Settlement Agreement. Pursuant to the Settlement Agreement, Global agreed to (1) waive interest due of $267,960 under the Global Notes and $158,500 of principal, such that only $400,000 of principal and interest would be considered outstanding as of the settlement agreement date, and (2) immediately return all of the Preferred Stock to the Company for cancellation, in consideration for the Company issuing 856 shares of common stock to Global. As of June 15, 2015, the note is payable on demand as part of the Settlement Agreement. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, the note balance was $400,000.

~~(B)~~ The Company issued five notes from December 18, 2012 to May 30, 2013 totaling $199,960 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured from December 18, 2014 through May 30, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no change in original terms of the agreements. The notes payable ~~was~~were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreement. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, the note balance was $199,960 and the notes are currently in default. Accrued interest as of September 30, 2018, and December 31, 2017, was $112,778 and $97,781, respectively.

~~(C)~~
11
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
The Company issued six notes from July 12, 2013 to June 16, 2014, totaling $230,828 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured from July 12, 2014 through June 16, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no other changes in original terms of the agreements. The notes payable ~~was~~were again extended on August 6, 2015, through January 1, 2016, with no other changes in original terms of the agreements. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, the note balance was $230,828 and the notes are currently in default.
13
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH~~ Accrued interest as of September 30, 2018, and December 31, ~~2019 AND 2018~~2017, was $109,389 and $92,077, respectively.
~~(unaudited)~~

~~Note 7 –~~
NOTE 5 - Convertible Notes Payable

Convertible notes payable consisted of the following at ~~March 31, 2019~~September 30, 2018 and December 31, ~~2018:~~2017:

(Restated)

September 30,

December 31,

March 31,

December 31,

2018

2017

2019

2018

Issued on December 19, 2014 for $156,000; accrues interest at 8% per annum; due December 19, 2015 (in default); convertible at 68% of the lowest closing price 20 days prior to conversion

$ 129,871

$ 135,371

$ 135,371

$ 135,371

Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

50,000

50,000

50,000

50,000

Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

50,000

50,000

50,000

50,000

Issued on May 1, 2017 for $17,500; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

17,500

17,500

17,500

17,500

Issued on May 1, 2017 for $25,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

25,000

25,000

25,000

25,000

Issued on May 3, 2017 for $29,700; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

16,515

29,700

29,700

29,700

Issued on May 3, 2017 for $25,300; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

25,300

25,300

25,300

25,300

Issued on May 3, 2017 for $22,000; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

-

22,000

22,000

22,000

Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

140,750

140,750

140,750

140,750

Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion

140,750

140,750

140,750

140,750

Issued on October 12, 2017 for $40,111; accrues interest at 10% per annum; due October 12, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

40,112

Issued on June 9, 2017 for $165,025; accrues interest at 10% per annum; due June 9, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

52,565

Issued on June 23, 2017 for $262,775; accrues interest at 10% per annum; due June 23, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

227,735

Issued on August 9, 2017 for $223,422; accrues interest at 10% per annum; due August 9, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

223,422

Issued on November 1, 2017 for $239,200; accrues interest at 12% per annum; due November 1, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

239,200

Issued on December 26, 2017 for $120,750; accrues interest at 12% per annum; due June 26, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

-

8,750

98,750

120,750

Issued on January 26, 2018 for $184,000; accrues interest at 10% per annum; due January 26, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

150,000

150,000

150,000

-

Issued on April 2, 2018 for $45,000; accrues interest at 12% per annum; due October 2, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

45,000

45,000

45,000

-

Issued on May 11, 2018 for $215,000; accrues interest at 12% per annum; due May 11, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

215,000

215,000

215,000

-

Issued on June 21, 2018 for $184,000; accrues interest at 12% per annum; due June 21, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

163,000

163,000

163,000

-

Issued on November 9, 2018 for $241,500; accrues interest at 10% per annum; due May 9, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

202,800

214,500

Issued on December 4, 2018 for $54,500; accrues interest at 10% per annum; due June 4, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

54,500

54,500

Issued on August 21, 2018 for $59000; accrues interest at 10% per annum; due August 21, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion

59,000

-

Issued on August 1, 2017 for $181,700; accrues interest at 10% per annum; due February 1, 2018; convertible at 60% of the lowest closing price 20 days prior to conversion

-

51,349

Issued on November 7, 2017 for $120,750; accrues interest at 10% per annum; due May 1, 2018 (in default); convertible at 60% of the lowest closing price 20 days prior to conversion

105,750

105,750

120,750

120,750

Issued on January 29, 2018 for $84,525; accrues interest at 10% per annum; due January 29, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion

59,953

84,525

84,525

-

Issued on April 8, 2018 for $34,500; accrues interest at 10% per annum; due April 8, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion

34,500

34,500

34,500

-

Issued on May 22, 2018 for $52,969; accrues interest at 10% per annum; due May 22, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion

52,969

52,969

52,969

-

Issued on June 15, 2018 for $63,000; accrues interest at 10% per annum; due June 15, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion

63,000

63,000

63,000

-

Issued on December 11, 2018 for $59,000; accrues interest at 12% per annum; due December 11, 2019; convertible at 60% of the lowest closing price 25 days prior to conversion

59,000

59,000

Issued on August 21, 2018 for $59,000; accrues interest at 12% per annum; due August 21, 2019; convertible at 60% of the lowest closing price 25 days prior to conversion

59,000

-

Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018; convertible at 55% of the lowest closing price 20 days prior to conversion

-

140,750

Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018; convertible at 55% of the lowest closing price 20 days prior to conversion

-

140,750

Total convertible notes payable

1,801,158

1,886,865

1,781,865

1,993,754

Unamortized debt discount

(168,692 )

(471,020 )

(580,281 )

(1,195,957 )
Convertible notes payable, net

$ 1,632,466

$ 1,415,845

$ 1,201,584

$ 797,797

1412

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)
A summary of the convertible notes payable balance as of September 30, 2018, and December 31, 2017, is as follows:

(Restated)

September 30,
2018

December 31,
2017

Principal balance

$ 1,781,865

$ 1,993,754

Unamortized discounts

(580,281 )

(1,195,957 )
Ending balance, net

$ 1,201,584

$ 797,797

The following is a roll-forward of the Company’s convertible notes and related discounts for the ~~three~~nine months ended ~~March~~September 30, 2018, and the year ended December 31, ~~2019:~~2017:

Balance, December 31, 2018

$ 1,886,865

$ (471,020 )

$ 1,415,845

Principal

Debt

Balance

Discounts

Total

Balances at April 1, 2017

$ 1,311,163

$ (39,436 )

$ 1,271,727

New issuances

-

-

-

2,378,873

(2,378,873 )

-

Liquidated damages added to note

42,505

(42,146 )

359

Conversions

(74,007 )

-

(74,007 )

(1,470,005 )

-

(1,470,005 )
Cash payment

(11,700 )

-

(11,700 )
Cash payments

(268,782 )

-

(268,782 )
Amortization

-

302,328

302,328

-

1,264,498

1,264,498

Balance, March 31, 2019

$ 1,801,158

$ (168,692 )

$ 1,632,466

Balance at December 31, 2017

1,993,754

(1,195,957 )

797,797

New issuances

1,000,994

(707,000 )

293,994

Other

3,919

3,919

Conversions

(1,121,691 )

-

(1,121,691 )
Cash payments

(95,111 )

-

(95,111 )
Amortization

-

1,322,676

1,322,676

Balances September 30, 2018

$ 1,781,865

$ (580,281 )

$ 1,201,584

~~Note 8~~
13
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
NOTE 6 - Derivative ~~Liability~~liabilities

The Company determined that the conversion features of the convertible notes represented embedded derivatives since the convertible notes are convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature is bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments is recorded as liabilities on the balance sheet with the corresponding amount recorded as a discount to each ~~note,~~Note, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such discounts are amortized from the date of issuance to the maturity dates of the ~~notes.~~Notes. The change in the fair value of the derivative liabilities are recorded in other income or expenses in the condensed statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet.

The Company ~~uses a weighted average~~valued the derivative liabilities at September 30, 2018, and December 31, 2017, at $2,072,214 and $3,842,211, respectively. The Company used the Black-Scholes ~~option~~ pricing valuation model with the following assumptions ~~to measure~~as of September 30, 2018; risk-free interest rate of 2.36% and volatility of 133%, and the ~~fair value of derivative liability~~following assumptions at ~~March 31, 2019 and~~ December 31, ~~2018:~~2017, risk-free interest rate of 1.53% and volatility of 316%.

March 31,

December 31,

2019

2018

Risk free rate

2.44 %

2.56 %
Volatility

266 %

231 %
Terms (years)

0.11 to 0.50

0.27 to 0.50

Dividend rate

0 %

0 %
A summary of the activity related to derivative liabilities for the nine months ended September 30, 2018, is as follows:

(Restated)

September 30,
2018

Beginning Balance, December 31, 2017

$ 3,842,211

Initial Derivative Liability

1,133,704

Reclassification for note conversions and payments

(1,362,090 )
Fair Value Change

(1,541,611 )
Ending Balance, September 30, 2018

$ 2,072,214

~~The following table represents the Company’s derivative liability activity for the three months ended March 31, 2019:~~
Derivative liability balance, December 31, 2018

$ 5,540,889

Fair value of beneficial conversion feature of debt converted

(230,845 )
Change in derivative liability during the period

(1,753,969 )
Derivative liability balance, March 31, 2019

$ 3,556,075

~~Loss~~Gain or (loss) on fair value of derivatives for the three and nine months ended ~~March 31, 2019~~September 30, 2018 and ~~2018~~2017 is comprised of:

(Restated)

(Restated)

Three Months Ended March 31,

Three months ended

Nine months ended

2019

2018

September 30,

September 30,

2018

2017

2018

2017

Initial derivative expense

$ -

$ 185,358

$ 20,393

$ 3,157,811

$ 518,704

$ 5,334,582

Fair value change in derivatives

(1,753,969 )

(199,128 )

(864,898 )

5,296,943

(1,541,611 )

10,564,084

Loss (gain) on fair value of derivatives

$ (1,753,969 )

$ (13,770 )

$ (844,505 )

$ 8,454,754

$ (1,022,907 )

$ 15,898,666

1514

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)

~~Note 9-~~NOTE 7 - Stockholders’ Deficit

Preferred Stock

10,000,000 shares of preferred stock, $0.0001 par value have been authorized.

Series A Convertible Preferred Stock.

5,000,000 shares of preferred stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”). Each share of Series A Convertible Preferred Stock is convertible at the election of the holder into 0.004 shares of common stock, subject to a 4.9% beneficial ownership limitation, but has no voting rights until converted into common stock. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the outstanding shares of Series A Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus funds or earnings, and before any payment is made in respect of the shares of Common Stock, an amount equal to $2.50 per share of Series A Convertible Preferred Stock, subject to adjustment for stock dividends, combinations, splits, recapitalizations and the like with respect to the Series A Convertible Preferred Stock, plus any and all accrued but unpaid dividends. The holders of Series A Convertible Preferred Stock are entitled to dividends when declared by the board of directors. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, there are no shares of Series A Preferred Stock outstanding.

Series B Preferred Stock

350,000 shares of preferred stock are designated as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at the election of the holder into ~~.01~~.004 shares of common stock, subject to a 4.9% beneficial ownership limitation. Series B Preferred Stock has no voting rights until converted into common stock. The holders of the Series B Preferred Stock do not have any rights to dividends or any liquidation preferences. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, there are 264,503 shares of Series B Preferred Stock outstanding.

Series C Preferred Stock

1,000,000 shares of preferred stock are designated as Series C Preferred Stock. Each share of Series C Preferred stock is convertible at the election of the holder into ~~.01~~100 shares of common stock. On October 23, 2015, (the “Amendment Date”), the Company amended the terms and conditions of the Series C Preferred stock, whereby each share of Series C Preferred stock entitles the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the ~~Company, the~~Company. The Company determined that on the Amendment Date, the amended voting rights of the preferred stock resulted in a change of control of the Company. The holders of the Series C Preferred stock do not have any rights to dividends or any liquidation preferences. During the year ended March 31, 2016, the Company’s CEO and another shareholder returned a total of 12,791 shares of common stock to the Company for cancellation in exchange for the issuance of 319,768 shares of Series C Preferred Stock. As of ~~March 31, 2019,~~September 30, 2018, and December 31, ~~2018,~~2017, there are 319,768 shares of Series C preferred stock outstanding, of which 223,768 shares are owned by our Chairman and CEO, Dr. Thomas Cellucci. On October 30, 2017, Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement, whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn. ~~As of March 31, 2019, and December 31, 2018, there are 319,768 shares of Series C Preferred Stock outstanding.~~

Series D Convertible Preferred Stock

On January 12, 2018, the Corporation amended its Articles of Incorporation (the “Articles of Amendment”) to designate a series of preferred stock, the “Series D Preferred Stock.” There were 100,000 shares of preferred stock designated as Series D Preferred Stock, $0.0001 par value. Each share of Series D Preferred Stock is convertible at the election of the holder into a number of shares of Corporation common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion, subject to a 4.99% beneficial ownership limitation. The holders of the Series D Preferred Stock do not have any rights to dividends or any liquidation preferences, and they do not have any voting rights prior to conversion into common stock. As of ~~March 31,~~June 30, 2019, and December 31, 2018, there are no shares of Series D Preferred Stock outstanding.
16
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~

Series E Preferred Stock

On June 1, 2018, the Company amended its Articles of Incorporation in the State of Colorado to designate a series of preferred stock, the Series E Preferred Stock. One (1) share of preferred stock was designated as Series E Preferred Stock. The Series E Preferred Stock is not convertible into common stock, nor does the Series E Preferred Stock have any right to dividends and any liquidation preference. The Series E Preferred Stock entitles its holder to a number of votes per share equal to twice the number of votes of all outstanding shares of capital stock of the Company. On June 1, 2018, the Company issued 1 share of its Series E Preferred Stock to Dr. Cellucci, in consideration of $25,000 of accrued and unpaid wages, Dr. Cellucci’s stock pledge of Series C Preferred Stock as collateral to a lender, the Company’s failure to timely pay current and past salaries, and Dr. Cellucci’s willingness to accrue unpaid payroll and non-reimbursement of business expenses without penalty or action for all amounts. The issuance to Dr. Cellucci was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) promulgated thereunder, as Dr. Cellucci is an accredited investor, there was no general solicitation, and the transaction did not involve a public offering. The Company determined that the issuance of the Series E Preferred Stock resulted in a change of control of the Company. The Company determined that the fair value of the Series E Preferred Stock issued to the Company’s CEO was $2,333,140. The fair value was determined as set forth in the Statement of Financial Accounting Standard ASC 820-10-35-37, Fair Value in Financial ~~Instruments~~~~. As of March 31, 2019, and December 31, 2018, there is 1 share of Series E Preferred Stock outstanding.~~Instruments.

~~Common stock~~
~~On July 27, 2018, the Company amended its Articles of Incorporation in the State of Colorado to increase the authorized shares of common stock to 10,600,000,000 shares.~~
~~During the three months ended March 31, 2019, the Company issued 328,909 shares of common stock for conversion of $74,007 of principal and $14,893 of accrued interest, for a total of $88,900.~~
~~During the three months ended March 31, 2018, the Company issued 71,739 shares of common stock for conversion of $679,599 of principal and $32,064 of accrued interest, for a total of $711,663.~~
~~Stock Options~~
~~The following table summarizes activities related to stock options:~~

Number of Options

Weighted-Average Exercise Price per Share

Weighted-Average Remaining Life (Years)

Outstanding and exercisable at December 31, 2018

1

$ 11,030,000

6.19

Outstanding and exercisable at March 31, 2019

1

$ 11,030,000

5.94

~~The following table summarizes stock option information as of March 31, 2019:~~
Exercise Prices

Outstanding

Weighted Average
Contractual Life

Exercisable

$ 75,000,000

-

2.88 Years

0

$ 2,500,000

1

6.31 Years

1

Total

1

5.94 Years

1

~~Warrants~~
~~The following table summarizes the activity related to warrants:~~

Number of Warrants

Weighted-Average Exercise Price per Share

Weighted-Average Remaining Life (Years)

Outstanding and exercisable at December 31, 2018

1

$ 4,470,000

1.49

Outstanding and exercisable at March 31, 2019

1

$ 4,470,000

1.24

1715

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)
Common stock
Stock Split
On January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split.
During the nine months ended September 30, 2018, the Company issued 145,099 shares of common stock for conversion of $1,121,691 of principal and $55,742 of accrued interest, for a total of $1,177,433.
On May 9, 2018, the Company agreed to issue 2,500 shares of the Company’s common stock to Triton Funds, LP’s (“Triton”) affiliate, Triton Funds LLC (See Note 8). The shares were issued on May 18, 2018.
As of September 30, 2018, there were 951,667 shares of common stock issued and outstanding and 1,221 shares of common stock to be issued.
Stock Options
The following table summarizes activities related to stock options of the Company for the nine months ended September 30, 2018:

Number of
Options

Weighted-Average Exercise Price per
Share

Weighted-Average Remaining Life
(Years)

Outstanding and exercisable at December 31, 2017

1

$ 11,030,000

7.19

Outstanding and exercisable at September 30, 2018 (Restated)

1

$ 11,030,000

6.44

The following table summarizes stock option information as of September 30, 2018:
Exercise Prices

Outstanding

Weighted Average
Contractual Life

Exercisable

$ 75,0000,000

0

3.48 Years

0

$ 2,500,000

1

6.85 Years

1

Total

1

6.44 Years

1

Warrants
For the nine months ended September 30, 2018, the Company did not grant any warrants, and there were no exercises of any existing warrants. The following table summarizes the activity related to warrants of the Company for the nine months ended September 30, 2018:

Number of
Warrants

Weighted-Average Exercise Price per
Share

Weighted-Average Remaining Life
(Years)

Outstanding and exercisable at December 31, 2017

1

$ 4,470,000

2.49

Outstanding and exercisable at September 30, 2018 (Restated)

1

$ 4,470,000

1.74

16
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)

~~Note 10 –~~
NOTE 8 - Commitments and Contingencies
Legal Matters

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

On or about March 27, 2018, Global Capital Partners, LLC (“Global”) sent a demand for payment of amounts allegedly owed by the Company to Global pursuant to several promissory notes and threatening legal action. The Company retained Texas litigation counsel and responded to the demand letter. On or about March 1, 2019, Global filed a breach of contract complaint against the Company in Travis County, Texas district court (case no. D-1-GN-19-001078). The Parties are currently negotiating a settlement agreement to avoid further litigation.

On September 7, 2018, the Company filed a claim against Liberated Solutions, Inc. d/b/a the Go Eco Group and Brian Conway for breach of contract and other causes of action in the County Court No. 2 for Travis County, Texas (case no. C-1-CV-18-008488), seeking approximately $55,000 in damages. On November 2, 2018, the court entered judgment against the defendants in favor of the Company for $55,000 in damages, plus $4,244 in attorney’s fees. ~~To date the company has not received any payments toward the judgement from Go Eco Group or Brian Conway, and has written the receivable off as a loss.~~

On October 1, 2018, the Company filed a lawsuit against Mile High Construction seeking $134,900 in damages plus interest and attorney’s fees. ~~To date the company has not received any payments toward the judgement from Mile High Construction.~~

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties reached a settlement agreement on or about December 3, 2018, in which Bravatek agreed to reserve 100,000,000 shares of common stock for issuance to Adar upon Adar’s conversion of its convertible notes.
Strategic Alliance Agreements

On September 5, 2017, the Company entered into a Strategic Alliance Agreement with DarkPulse Technology Holdings Inc. (“DarkPulse”), a New York corporation engaged in manufacturing hardware and software based on its BOTDA (Brillouin Optical Time Domain Analysis) technology, designating the Company as DarkPulse’s project-based partnership channel for government and non-governmental departments, agencies and units, for the purpose of promoting DarkPulse’s products, and pursuant to which DarkPulse will cross-promote the Company’s products and services, and the Company will be paid sales commissions for clients introduces to DarkPulse by the Company. As of September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement. On October 19, 2017, the Company entered into an Addendum (the “Addendum”) to the Strategic Alliance Agreement with DarkPulse, pursuant to which Addendum the Company shall receive 20% of project revenue for DarkPulse’s “Five Deployments Eurasian Mining Project,” and 10% of project revenue for two additional DarkPulse agency agreements more specifically described in the Addendum. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized ~~$85,750 of~~any revenue or expenses related to this agreement.

On January 5,3, 2018, the Company entered into a Strategic Alliance Agreement with QBRICS, Inc. (“~~QBRICS"~~QBRICS”), a corporation organized under the laws of Delaware engaged in providing customized private blockchain platforms and solutions for governmental and non-governmental departments / agencies / units for the purpose of promoting QBRICS’s relevant capabilities, products and/or service solutions, and pursuant to which QBRICS will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with QBRICS, and delivered through the Company or a QBRICS-designated distribution affiliate or sales channel. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.
18
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~

On January 4, 2018, the Company entered into a Strategic Alliance Agreement with AppGuard LLC (“AppGuard”), a corporation organized under the laws of Delaware engaged in providing anti-malware software for Windows devices, for the purpose of promoting AppGuard’s relevant capabilities, products and/or service solutions, and pursuant to which AppGuard will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with AppGuard, and delivered through the Company or a AppGuard-designated distribution affiliate or sales channel. As of ~~March 31, 2019,~~September 30, 2018, the Company has recognized $1,666 in revenue and $738 in expenses related to the agreement.

On January 10, 2018, the Company entered into a Strategic Alliance Agreement with Fazync LLC (“Fazync”), a Colorado limited liability company engaged in providing energy-saving solutions and capabilities to the Critical Infrastructure/Key Resources arena, for the purpose of promoting Fazync’s relevant capabilities, products and/or service solutions, and pursuant to which Fazync will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with Fazync, and delivered through the Company or a Fazync-designated distribution affiliate or sales channel. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.

On February 15, 2018, the Company entered into a Strategic Alliance Agreement (the “DP Telecom Strategic Alliance Agreement”) with IEVOLV Ventures, Inc., a California corporation engaged in providing turnkey telecom services (“IEVOLV”), and with DP Telecom Inc., a Wyoming corporation engaged in providing telecommunications implementation support for turn-key vendors with a focus on electrical and ground-based projects while providing logistical management for strategic partners in the northern California market (“DP Telecom” and together with IEVOLV the “MAP Partners”), for the purpose of promoting the MAP Partners’ relevant capabilities, products and/or service solutions, and pursuant to which the MAP Partners will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 15%-20% of project net profit for clients introduced by the Company. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.
17
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)

Pursuant to the DP Telecom Strategic Alliance Agreement, the parties also agreed that the Company would make every reasonable effort to fund $200,000 to DP Telecom within 60 days pursuant to a Credit Agreement attached to the DP Telecom Strategic Alliance Agreement as Exhibit A (the “Credit Agreement”), which the MAP Partners and the Company would execute at closing of the funding (the “Closing”). At the Closing, (1) Bravatek was to fund DP Telecom $200,000, (2) DP Telecom was to execute a secured promissory note (the “Note”) and security agreement (the “Security Agreement”) in the forms attached as exhibits to the Credit Agreement, (3) IEVOLV was to execute a guaranty (the “Guaranty”) in the form attached as an exhibit to the Credit Agreement, (4) each of DP Telecom and IEVOLV were to pay Bravatek 20% of their net profits for a minimum of 6 months following the Closing, and (5) each of DP Telecom and IEVOLV were to grant the Company a right of first refusal to provide telecom services for all telecom projects that either DP Telecom or IEVOLV receive for a minimum of 6 months following Closing. On March 1, 2018, the Company remitted $25,000 to DP Telecom in exchange for a Promissory Note. Since the entire $200,000 was not funded, other than the issuance of the Promissory Note, the parties have not proceeded to Closing and executed the additional agreements that were to be executed at Closing. The Company and DP Telecom entered into a settlement agreement on October 8, 2018 whereby DP Telcom agreed to repay the $25,000 with weekly payments of $300. ~~As of March 31, 2019, the company has received $2,100 of the outstanding settlement agreement.~~

On March 14, 2018, the Company entered into a Strategic Alliance Agreement with OrangeHook, Inc. (“OrangeHook”), a Florida corporation engaged in the business of providing identification authentication and credentialing software, for the purpose of promoting OrangeHook’s relevant capabilities, products and/or service solutions, and pursuant to which OrangeHook will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with OrangeHook, and delivered through the Company or a OrangeHook-designated distribution affiliate or sales channel. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.

On March 28, 2018, the Company entered into a Strategic Alliance Agreement with Center for Threat Intelligence, LLC (“Center”), a Washington limited liability company engaged in the business of providing critical threat intelligence training, for the purpose of promoting Center’s relevant capabilities, products and/or service solutions, and pursuant to which Center will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with Center, and delivered through the Company or a Center-designated distribution affiliate or sales channel. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.
19
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~

On May 11, 2018, the Company entered into a Strategic Alliance Agreement with KP Consulting, a Guam-based systems integration consulting services business. Pursuant to the agreement, the Company will offer a business advisory role to KP Consulting for prospective clients in the private and public sectors. KP Consulting will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with KP Consulting. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.

On June 26, 2018, the Company entered into a Strategic Alliance Agreement with AG Capital Management, LLP (“AG”), a Kazakhstan-based company engaged in the business of providing scalable integrated secure IT services focused on financial, security, commerce and other markets for the purpose to streamline secure low-cost transactions. Pursuant to the agreement, the Company will offer a business advisory role to KP Consulting for prospective clients in the private and public sectors. AG will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with AG. As of ~~March 31, 2019,~~September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.

On January 7, 2019, the Company entered into a Strategic Alliance Agreement with Optimized Fuel Technologies, a Wyoming corporation engaged in the business of manufacturing and distributing Electric Vehicles, for the purpose of developing a joint Product Solution and Application Strategy whereby targeted markets, potential clients, and types of applications can be developed.
On March 25, 2019, the Company entered into a Strategic Alliance Agreement with MC Smart Controls, a Utah corporation engaged in the business of providing engineering, design, manufacturing, sales, marketing, and installation of irrigation controls, water flow sensors and IIOT (Industrial Internet of Things) technology, for the purpose developing and implementing joint Product Solution and Application Strategy for targeted markets, potential clients, and applications.
Joint Venture Agreements

Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc. (“DarkPulse”), pursuant to which (1) the parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA ~~DarkPulse~~dark-pulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”); (2) the Company would fund $10,000 in initial capital to the JV; and (3) and the JV would have a royalty-free non-exclusive license to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. While DarkPulse has a controlling financial interest in the JV, the Company and DarkPulse jointly ~~managed~~manage the JV, and any significant decisions and/or actions of the JV ~~required~~require the mutual consent of both parties. On January 25, 2018, our CEO was appointed to the Board of Directors of DarkPulse, and on February 5, 2018, he was also named Co-CEO of DarkPulse. ~~Dr. Cellucci was terminated as co-CEO and Board Member of DarkPulse as of February 2019, which removes the significant influence aspect of the association with DarkPulse.~~ Additionally, during the ~~year~~nine months ended ~~December 31,~~September 30, 2018, the Company funded $89,450 to the JV and was the only party with a financial risk in the JV. Due to the termination of the relationship between our CEO and DarkPulse in 2019, the ~~Company has~~company recorded a loss ~~for~~of these funds in the amount of $89,450. On March 26, 2019, DarkPulse notified the JV that it was terminating the JV’s license to DarkPulse’s technology.

18
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement” or the “JV”) with The Go Eco Group, a corporation organized under the laws of the State of Nevada (“LIBE”), pursuant to which (1) the parties formed a JV limited liability company in Delaware to develop, market and sell products, services and technology based on a web-enabled Light Guard System (the “System”), (2) the JV is owned 35% by the Company and 65% by LIBE; (3) the Company funded $25,000 in initial capital to the JV; and (4) the JV shall have an irrevocable royalty-free non-exclusive license to use all of LIBE’s direct and/or licensed intellectual property necessary for the JV to develop and sell the System. While LIBE has a controlling financial interest in the JV, the Company and LIBE jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties. Therefore, the Company is accounting for its 40% ownership interest in the JV using the equity method of accounting. The JV is a related party to the Company. As of September 30, 2018, the JV owes the Company $30,000, and management has recorded an allowance for doubtful accounts of $30,000. The Company engaged a law firm to pursue the collection of the $30,000, and has now received a judgment as described above.
Other
On July 10, 2017, the Company filed an Affidavit of Claim in the amount of $552,444 with The Hanover Insurance Company (“Hanover”) as surety for YKTG, LLC (“YKTG”), related to YKTG’s alleged breaches of contract and failure to cure. Hanover denied the claim on the basis that the Company did not render “labor, materials and equipment” to YKTG relating to the YKTG construction contract for which Hanover was surety, and the Company is evaluating its options for legal recourse.
On October 30, 2017, Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement (the “Pledge Agreement”), whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn.

On April 19, 2018, the Company entered into a three-year White Label Distribution and Marketing Agreement with a MAP partner, whereas, they developed a security application product that blocks the ability of malware to execute (the “Software”). The Company will market, distribute and sell the Software under the Company’s registered trademark “Tuitio”. The Company will amortize the $40,000 over the three-year term of the agreement beginning on the date that the product is delivered and by the vendor fulfilling all of their product delivery obligations of the agreement. Product delivery commenced in June 2018.

On May 9, 2018, the Company entered into an Equity Purchase Agreement (the “EPA”) with Triton Funds, LP (“Triton”) for $500,000, which EPA was amended effective as of August 30, 2018. Triton, a new fund launched by students at the University of California, San Diego (UCSD), is making the investment to drive the continued expansion of BVTK’s proprietary technology which assists corporate entities, governments, and individuals in protecting their organizations against errors, as well as cyber and physical attacks. Pursuant to the EPA, each closing for Capital Call Shares shall occur on the date that is 5 business days following the date that the Investor receives Capital Call Shares from the Company. The purchase price for the shares to be paid by Triton at each closing shall be 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 trading days prior to a closing date. Triton’s obligation to purchase Capital Call Shares is subject to several conditions, including (i) that the Company has filed a registration statement with the SEC registering the Capital Call Shares within 130 days from the date of the amended EPA, and (ii) that the purchase of Capital Call Shares shall not cause Triton to own more than 4.99% of the outstanding shares of the Company’s common stock. On October 26, 2018, the Company filed the registration statement, but it has not been declared effective. In connection with the EPA, the Company issued ~~25,000,000~~2,500 shares common stock to Triton’s affiliate, Triton Funds LLC, on May 18, 2018.
20
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~

Management and the Board of Directors believes it is owed monies in the following amounts, by the following firms, for breaches of executed agreements of the given party. None of the amounts below are included in the assets of the Company reflected on its balance sheet. In April of 2018, the Company engaged a law firm to pursue collections of the following:

DTREDS, LLC

$ 1,376,167

YKTG LLC

4,857,441

TOTAL

$ 6,233,608

~~Note 11 –~~NOTE 9 - Subsequent Events

The Company has evaluated subsequent events ~~from March 31, 2019,~~ through the date ~~of filing this Form 10-Q,~~the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other ~~items~~such events that warrant disclosure or recognition in the financial statements, except as stated herein.
Subsequent to ~~disclose other than those disclosed herein~~September 30, 2018, the holders of the Company’s convertible notes converted $105,000 of the principal and interest balance of the convertible notes into 25,000 shares of common stock.
19
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
On October 26, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 11,600,000,000.
During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or ~~below:~~about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties’ attorneys are in discussions regarding a more formal settlement agreement, the terms of which have not yet been agreed to by the parties.
On November 9, 2018, the Company issued a convertible promissory note, with a face value of $241,500, maturing on November 9, 2019, and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note contained an original issue discount of $31,500.
On January 3, 2019, the Company issued 10,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $5,500 portion of, the Company’s convertible promissory note issued to Adar on December 19, 2014.
On January 7, 2019, the Company entered into a Strategic Alliance Agreement with Optimized Fuel Technologies, a Wyoming corporation engaged in the business of manufacturing and distributing Electric Vehicles, for the purpose of developing a joint Product Solution and Application Strategy whereby targeted markets, potential clients, and types of applications can be developed.
On January 17, 2019, the Company issued 51,811 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $7,409 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.
On January 22, 2019, the Company issued 45,335 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert a $8,750 portion of principal and $11,741.51 of interest, the Company’s convertible promissory note issued to Carebourn on December 26, 2017.
On January 26, 2019, the Company issued 59,671 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $8,533 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.
On March 25, 2019, the Company entered into a Strategic Alliance Agreement with MC Smart Controls, a Utah corporation engaged in the business of providing engineering, design, manufacturing, sales, marketing, and installation of irrigation controls, water flow sensors and IIOT (Industrial Internet of Things) technology, for the purpose developing and implementing joint Product Solution and Application Strategy for targeted markets, potential clients, and applications.
On March 26, 2019, the Company issued 42,937 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $6,058 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.
On March 26, 2019, the Company issued 64,971 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $13,185 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.
On March 26, 2019, the Company entered into a Non-Binding Letter of Intent with Superior Innovation Technology Capital to create a possible Joint Venture or Merger of Superior Innovation Technology and Bravatek.

On April 1, 2019, the Company entered into a Strategic Alliance Agreement with Cellcrypt, Inc, (Cellcrypt), a Delaware corporation engaged in the business of secure mobile communications for smartphones, tables, and desktop PCs and Macs that have and are being certified for US Government use for the purpose of promoting Cellcrypt’s products through Solutions for Enterprise-Wide Procurement (SEWP) Government-Wide Acquisition Contract (GWAC).

On April 8, 2019, the Company issued a convertible promissory note, with a face value of $105,000, maturing on April 8, 2020, and stated interest of 9% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowed trading prices quoted for the 20 days prior to conversion. The note contained an original issue discount of $5,000.

~~On April 22, 2019, the Company issued a convertible promissory note, with a face value of $41,345, maturing on~~ April 22, 2019, and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowed trading prices quoted for the 20 days prior to conversion. The note contained an original issue discount of $5,325.
20
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)

On April 30, 2019, the Company issued a convertible promissory note, with a face value of $16,100, maturing on April 30, 2020, and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowed trading prices quoted for the 20 days prior to conversion. The note contained an original issue discount of $2,100.

On May 3, 2019, the Company entered into a Strategic Alliance Agreement with Neotericon, LLC, a New Hampshire corporation engaged in the business of providing novel materials for use in energy generation and storage, substance detection and analysis, chemical manufacture, and secure identification of materials, for the purpose of developing a project-based channel for governmental and non-governmental departments, agencies, or units to promote Neotricon’s capabilities, products and/or service solutions.

On May 10, 2019, the Company entered into a Strategic Alliance Agreement with HS Today, a nonprofit, nonpartisan media outlet dedicated to informing and supporting the efforts of public, private, nonprofit, and academic organizations and practitioners engaged in homeland security mission, for the purpose of regularly featuring advertisements from the Company related to its cybersecurity software enterprise and consumer solutions.

On May 15, 2019, the Company issued a convertible promissory note, with a face value of $52,500, maturing on May 15, 2020 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowed trading prices quotes for 20 days prior to conversion.

21
~~Table of Contents~~
~~BRAVATEK SOLUTIONS, INC.~~
~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018~~
~~(unaudited)~~
On May 21, 2019, the Company entered into a Strategic Alliance Agreement with Attacktica, Inc., a Virginia corporation, engaged in the business of providing top-tier cyber analysis services and cyber-security based products for both the public and private sectors—helping its clients maintain compliancy and improve their security posture in order to protect their valuable assets from unauthorized access and possible theft, modification, or destruction, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Critical Power Group’s relevant products and/or service solutions.

On June 3, 2019, the Company entered into a Strategic Alliance Agreement with Emmet Harvest LLP, a corporation organized under the laws of Kazakhstan, engaged in the business of providing novel, higher yield metal-leaching processes, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Emmet Harvest’s relevant products and/or service solutions.

On June 12, 2019, the Company entered into a Strategic Alliance Agreement with Mani Group a Utah corporation, engaged in the business of providing engineering, design, manufacturing, sales, marketing and installation of irrigation controls and water flow sensor technology, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote the Mani Group’s relevant products and/or service solutions.

On June 12, 2019, the Company entered into a Strategic Alliance Agreement with Critical Power Group, a Virginia corporation, engaged in the business of providing sales, marketing, and servicing energy efficient solutions for buildings and off-grid projects to high performance and energy efficient data centers in the public and private sector, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Critical Power Group’s relevant products and/or service solutions.

On June 14, 2019, the Company entered into a Strategic Alliance Agreement with RMA Armament, a Iowa corporation, engaged in the business of providing top-tier, fully-tested body armor and protection for applications in both the public and private sectors for helping its clients maintain the capability to perform their duties in harsh or dangerous environments, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Critical Power Group’s relevant products and/or service solutions.
On July 3, 2019, the Company entered into a settlement agreement with Global in connection with the $400,000 note payable, whereby the Company agreed to pay $385,000 in cash and issue a convertible note payable for $95,000. The cash is to be paid $7,500 at the end of each calendar month with the unpaid balance accruing interest at 10% after one year. The convertible note accrues interest at 10% per annum and is convertible into shares of common stock based on the average of the three lowest closing bid prices 10 days prior to conversion.
On July 8, 2019, the Company issued 68,028 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $10,177 portion of the Company’s convertible promissory note issued to Adar on May 3, 2017
On July 25, 2019, the Company issued 71,424 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $10,685 portion of the Company’s convertible promissory note issued to Adar on May 3, 2017
21
Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
On August 5, 2019, the Company entered into a Strategic Alliance Agreement with Easy Aerial, Inc., a Delaware corporation, a small business which designs, produces, deploys and supports IT network integrated and fully autonomous drone-based solutions for perimeter security, first responders and incident management applications. Easy Aerial products include patented and cutting-edge technologies which are all implemented to create a highly reliable, dependable and effective system to deliver improved security and surveillance communications for the purpose of early detection and identification of security threats, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Easy Aerial’s relevant capabilities, products and/or service solutions.
On August 5, 2019, the Company issued 66,966 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $10,681 portion of the Company’s convertible promissory note issued to Adar on May 3, 2017

Note 1210 – Restatement of Previously Issued Financial Statements

Effective January 1, 2018, the Company acquired all of the issued and outstanding shares of HELPCOmm. Inc. (“HelpComm”), a telecom construction and services corporation located in Manassas, Virginia, in exchange for $25,000 of cash and 100,000 shares of Series D Convertible Preferred Stock (the “Acquisition”). On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases, whereby the acquisition of HelpComm was fully rescinded effective retroactive to January 1, 2018. The Company has restated its previously issued ~~March 31,~~September 30, 2018 financial statements. The adjustments to the previously issued financial statements reflect the following:

a) remove all transactions related to HelpComm

b) remove interest accrued in error on a settlement amount that was non-interest bearing

c) change value of derivative liability based on the Black-Scholes model

The Company has restated its 2018 financial statements and numbers therein; the 2017 financial statements and numbers therein have not been modified from the historical filings.

22

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)
~~BRAVATEK SOLUTIONS, INC.~~
~~BALANCE SHEET~~
~~As of March 31, 2018~~
~~(unaudited)~~

BRAVATEK SOLUTIONS, INC.

BALANCE SHEET

As of September 30, 2018

As Previously

Filed

Adjustments

As Restated

As Previously

Filed

Adjustments

As Restated

CURRENT ASSETS

Cash

$ 75,803

$ (30,664 )

$ 45,139

$ 8,713

$ (8,713 )

a

$ -

Accounts receivable

361,872

(361,872 )

a

-

261,164

(255,414 )

a

5,750

Accounts receivable, related party

24,837

-

24,837

Note receivable

25,000

(25,000 )

a

-

Prepaid expenses and other current assets

288,566

(243,616 )

a

44,950

252,671

(193,428 )

a

59,243

Investment in unconsolidated investee

20,000

(20,000 )

a

-

Work in process

351,730

(351,730 )

a

-

TOTAL CURRENT ASSETS

796,078

(681,152 )

a

114,926

874,278

(809,285 )

a

64,993

a

Property and equipment, net

229,035

(209,668 )

a

19,367

252,253

(237,403 )

a

14,850

Intangible assets, net

1,861,533

(1,861,533 )

a

-

1,685,705

(1,685,705 )

a

-

Goodwill

1,339,259

(1,339,259 )

a

-

1,339,259

(1,339,259 )

a

-

TOTAL ASSETS

4,225,905

$ (4,091,612 )

$ 134,293

$ 4,151,495

$ (4,071,652 )

$ 79,843

CURRENT LIABILITIES

Convertible notes payable, net of discounts

$
816,238

$ -

$ 816,238

$ 1,201,584

$ -

a

$ 1,201,584

Notes payable

898,946

(68,158 )

a

830,788

903,000

(72,212 )

a

830,788

Revolving line of credit

493,666

(493,666 )

a

-

385,667

(385,667 )

a

-

Bank term loans

95,458

(95,458 )

a

-

98,848

(98,848 )

a

-

Bank overdraft

17,089

-

17,089

Accounts payable and accrued liabilities

699,034

(627,557 )

a

71,477

1,003,796

(819,906 )

a

183,890

Accounts payable, related party

341,671

(22,282 )

a

319,389

463,372

(126,189 )

a

337,183

Accrued interest

348,914

(40,110 )

b

308,804

418,505

(40,110 )

b

378,395

Capital leases payable

17,244

(17,244 )

a

-

6,816

(6,816 )

a

-

Derivative liabilities

3,036,641

67,168

c

3,103,809

1,823,178

249,036

c

2,072,214

Contract liability

86,232

(86,232 )

a

-

TOTAL CURRENT LIABILITIES

6,747,812

(1,297,307 )

5,450,505

6,408,087

(1,386,944 )

5,021,143

LONG-TERM LIABILITIES

Notes payable

94,544

(94,544 )

a

-

115,173

(115,173 )

a

-

Bank term loans

204,832

(204,832 )

a

-

155,944

(155,944 )

a

-

Capital leases payable

753

(753 )

a

-

Series D convertible preferred stock

2,400,000

(2,400,000 )

a

-

1,440,000

(1,440,000 )

a

-

TOTAL LONG-TERM LIABILITIES

2,700,129

(2,700,129 )

-

TOTAL LIABILITIES

8,119,204

(3,098,061 )

5,021,143

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Series B preferred stock

26

-

26

26

-

26

Series C preferred stock

32

-

32

32

-

32

Common stock

6,097,640

-

6,097,640

7,523,410

(960,000 )

a

6,563,410

Common stock to be issued

66,917

-

66,917

66,917

-

66,917

Additional paid in capital

18,231,714

954,575

c

19,186,289

21,192,728

819,159

c

22,011,887

Accumulated deficit

(29,618,365 )

(1,048,751 )

a,b,c

(30,667,116 )

(32,748,933 )

(834,639 )

abc

(33,583,572 )
TOTAL STOCKHOLDERS' DEFICIT

(5,222,036 )

(94,176 )

(5,316,212 )

(3,965,820 )

(975,480 )

(4,941,300 )
Noncontrolling interest

(1,889 )

1,889

-

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 4,225,905

$ (4,091,612 )

$ 134,293

$ 4,151,495

$ (4,073,541 )

$ 79,843

23

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)

~~BRAVATEK SOLUTIONS, INC.~~
BRAVATEK SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2018

As Previously

Filed

Adjustments

As Restated

REVENUES

Sales, other

$
662,199

$
(660,551
)

a

$
1,648

Sales, related party

-

-

-

Total sales

662,199

(660,551
)

1,648

Cost of services

474,469

(472,494
)

1,975

GROSS PROFIT (LOSS)

187,730

(188,057
)

(327
)

OPERATING EXPENSES

Selling expenses

52,188

(21,319
)

a

30,869

General and administrative

698,338

(493,404
)

a

204,934

Research and development

15,000

-

15,000

TOTAL OPERATING EXPENSES

765,526

(514,723
)

250,803

OPERATING LOSS

(577,796
)

326,666

(251,130
)

OTHER INCOME (EXPENSES)

Interest expense

(67,379
)

24,419

a

(42,960
)
Gain on investment in joint venture

-

8,519

a

8,519

Other income

33,015

(31,515
)

a

1,500

Loss on rescinded acquisition

-

(110,522
)

a

(110,522
)
Write-down of assets

-

(51,640
)

a

(51,640
)
Gain (loss) on fair value of derivatives

428,696

415,809

c

844,505

Amortization of debt discount

(370,809
)

114,315

c

(256,494
)
TOTAL OTHER INCOME (EXPENSE), NET

23,523

369,385

392,908

NET INCOME (LOSS)

$
(554,273
)

$
696,051

$
141,778

EARNINGS (LOSS) PER SHARE BASIC

$
(0.59
)

$
0.15
~~STATEMENTS OF OPERATIONS~~
~~For the Three Months Ended March 31, 2018~~
~~(unaudited)~~

As Previously

Filed

Adjustments

As Restated

Sales, other

$ 1,044,156

$ (1,044,156 )
a

$ -

Sales, related party

24,837

-

24,837

Total sales

1,068,993

(1,044,156 )

24,837

Cost of services

821,092

(818,778 )

2,314

GROSS PROFIT (LOSS)

247,901

(225,378 )

22,523

OPERATING EXPENSES

Selling expenses

10,300

-

10,300

General and administrative

668,788

(438,706 )
a

230,082

Research and development

10,000

-

10,000

TOTAL OPERATING EXPENSES

689,088

(438,706 )

250,382

OPERATING LOSS

(441,187 )

213,328

(227,859 )
OTHER INCOME (EXPENSES)

Interest expense

(60,551 )

10,916

a

(49,635 )
Loss on investment in joint venture

-

(20,000 )
a

(20,000 )
Other income

11,448

(9,943 )
a

1,505

Loss on failed acquisition

-

(150,000 )
a

(150,000 )
Gain (loss) on fair value of derivatives

1,777,359

(1,763,589 )
c

13,770

Gain (loss) on extinguishment of debt

(20,000 )

-

(20,000 )
Amortization of debt discount

(802,085 )

187,989

c

(614,096 )
TOTAL OTHER INCOME (EXPENSE), NET

906,171

(1,744,627 )

(838,456 )

NET INCOME (LOSS)

$ 464,984

$ (1,531,299 )

$ (1,066,315 )

EARNINGS (LOSS) PER SHARE

$ 0.55

$ (1.26 )

24

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED ~~CONSOLIDATED~~FINANCIAL STATEMENTS
FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31, 2019~~SEPTEMBER 30, 2018 AND ~~2018~~2017
(unaudited)

~~BRAVATEK SOLUTIONS, INC.~~
~~STATEMENTS OF CASH FLOWS~~
~~For the Three Months Ended March 31, 2018~~
~~(unaudited)~~
BRAVATEK SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2018



As Previously

Filed

Adjustments

As Restated

REVENUES

Sales, other

$ 2,480,559

$ (2,478,893 )

a

$ 1,666

Sales, related party

24,837

-

24,837

Total sales

2,505,396

(2,478,893 )

26,503

Cost of services

1,923,000

(1,916,431 )

6,569

GROSS PROFIT (LOSS)

582,396

(562,462 )

19,934

OPERATING EXPENSES

Selling expenses

52,888

(2,019 )

a

50,869

General and administrative

4,272,758

(1,313,401 )

a

2,959,357

Research and development

31,750

-

31,750

TOTAL OPERATING EXPENSES

4,357,396

(1,315,420 )

3,041,976

OPERATING LOSS

(3,775,000 )

752,958

(3,022,042 )

OTHER INCOME (EXPENSES)

Interest expense

(185,230 )

54,822

a

(130,408 )
Loss on investment in joint venture

-

(89,450 )

a

(89,450 )
Other income

45,963

(41,458 )

a

4,505

Loss on rescinded acquisition

-

(370,946 )

a

(370,946 )
Write-down of assets

-

(51,640 )

a

(51,640 )
Gain (loss) on fair value of derivatives

3,037,949

(2,015,042 )

c

1,022,907

Gain (loss) on extinguishment of debt

(23,021 )

-

(23,021 )
Amortization of debt discount

(1,768,134 )

445,458

c

(1,322,676 )
TOTAL OTHER INCOME (EXPENSE), NET

1,107,527

(2,068,256 )

(960,729 )

NET INCOME (LOSS)

$ (2,667,473 )

$ (1,315,298 )

$ (3,982,771 )

EARNINGS (LOSS) PER SHARE BASIC

$ (2.98 )

$ (4.44 )

As Previously

Filed

Adjustments

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss )

$ 464,984

$ (1,531,299 )

$ (1,066,315 )
Adjustments to reconcile net income (loss) to net cash used in operations:

Amortization and depreciation

197,206

(117,157 )

a

80,049

Loss on rescinded acquisition

-

150,000

a

150,000

Loss on extinguishment of debt

-

20,000

a

20,000

Amortization of debt discounts

802,084

(187,988 )

c

614,096

(Gain) loss on fair value of derivatives

(1,777,359 )

1,763,589

c

(13,770 )
Loss on investment in joint venture

-

20,000

a

20,000

Changes in operating assets and liabilities:

Accounts receivable, related party

49,989

(64,826 )

a

(14,837 )
Accounts receivable

(24,837 )

24,837

a

-

Prepaid expenses and other current assets

26,875

(48,764 )

a

(21,889 )
Accounts payable and accrued liabilities

(87,597 )

124,690

a,b

37,093

Accounts payable and accrued liabilities, related party

3,938

(2,728 )

a

1,210

NET CASH USED IN OPERATING ACTIVITIES

(344,717 )

150,354

(194,363 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid in HelpComm acquisition

46,910

(196,910 )

a

(150,000 )
Purchase of property and equipment

(10,190 )

10,190

a

-

Investment in joint venture

(20,000 )

-

(20,000 )
Purchase of note receivable

(25,000 )

25,000

a

-

Purchase of exclusivity

(29,880 )

-

(29,880 )
NET CASH USED IN INVESTING ACTIVITIES

(38,160 )

(161,720 )

(199,880 )

CASH FLOWS FROM BY FINANCING ACTIVITIES

Payments of principal on notes and leases payable

(21,901 )

21,901

a

-

Payments of principal on convertible notes payable

(4,500 )

-

(4,500 )
Payments of principal on bank term notes payable

(22,454 )

22,454

a

-

Proceeds from issuance of convertible debt , net

240,000

14,525

a

254,525

Proceeds from revolving line of credit

495,000

(495,000 )

a

-

Payments on revolving line of credit

(416,822 )

416,822

a

-

NET CASH PROVIDED BY FINANCING ACTIVITIES

269,323

(19,298 )

250,025

NET INCREASE IN CASH AND CASH EQUIVALENTS

(113,554 )

(30,664 )

(144,218 )

CASH AND CASH EQUIVALENTS

Beginning of period

189,357

-

189,357

End of period

$ 75,803

$ (30,664 )

$ 45,139

25

Table of Contents
BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(unaudited)
BRAVATEK SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2018

As Previously

Filed

Adjustments

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (2,667,473 )

$ (1,315,298 )

$
(3,982,771 )
Adjustments to reconcile net loss to net cash used in operations:

Amortization and depreciation

496,364

(411,298 )

a

85,066

Loss on rescinded acquisition

-

370,946

a

370,946

Write-down of assets

-

51,640

a

51,640

(Gain) loss on extinguishment of debt

23,021

-

a

23,021

Amortization of debt discounts

1,768,134

(445,458 )

c

1,322,676

(Gain) loss on fair value of derivatives

(3,037,949 )

2,015,042

c

(1,022,907 )
Loss on investment in joint venture

-

89,450

a

89,450

Stock issued for donation

-

25,000

a

25,000

Voting control value of preferred stock issued

2,333,140

-

a

2,333,140

Changes in operating assets and liabilities:

Accounts receivable, related party

-

-

a

-

Accounts receivable

150,697

(146,447 )

a

4,250

Prepaid expenses and other current assets

(201,838 )

114,016

a

(87,822 )
Work in progress

(61,489 )

61,489

a

-

Accounts payable and accrued liabilities

267,860

(147,514 )

a,b

120,346

Accounts payable and accrued liabilities, related party

145,193

(126,189 )

a

19,004

Contract liability

61,476

81,432

142,908

NET CASH USED IN OPERATING ACTIVITIES

(722,864 )

216,811

(506,053 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid in HelpComm acquisition

46,910

(441,356 )

a

(394,446 )
Purchase of property and equipment

(10,193 )

10,193

a

-

Investment in joint venture

-

(89,450 )

a

(89,450 )
Purchase of note receivable

-

-

a

-

Purchase of exclusivity

(90,742 )

60,362

a

(30,380 )
NET CASH USED IN INVESTING ACTIVITIES

(54,025 )

(460,251 )

(514,276 )

CASH FLOWS FROM BY FINANCING ACTIVITIES

Payments of principal on notes and leases payable

(69,961 )

69,961

a

-

Payments of principal on convertible notes payable

(95,111 )

-

a

(95,111 )
Payments of principal on bank term notes payable

(67,952 )

67,952

a

-

Proceeds from issuance of convertible debt, net

842,002

66,992

a

908,994

Proceeds from revolving line of credit

626,600

(626,600 )

a

-

Payments on revolving line of credit

(656,422 )

656,422

a

-

Bank overdraft

17,089

-

a

17,089

NET CASH PROVIDED BY FINANCING ACTIVITIES

596,245

234,727

830,972

NET INCREASE IN CASH AND CASH EQUIVALENTS

(180,644 )

(8,713 )

(189,357 )

CASH AND CASH EQUIVALENTS

Beginning of period

189,357

-

189,357

End of period

8,713

(8,713 )

-

26
Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this report, including statements in the following discussion, are what are known as “forward looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such ~~forward-looking~~forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form ~~10-Q~~10-K and in the ~~Company's~~Company’s other filings with the Securities and Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Overview and Plan of Operation

Bravatek Solutions, Inc., a Colorado corporation, was incorporated in the State of Colorado, on April 19, 2007. The Company provides security, defense, and information security solutions, which assist corporate entities, governments and individuals in protecting their organizations and/or critical infrastructures against error, and physical and ~~cyberattack.~~cyber-attack. The ~~Company's~~Company’s business operations are oriented around the marketing and distribution of proprietary and allied security, defense and information security software, hardware and services, ~~and~~including telecom services. Products include software, hardware and services, and span a diverse variety of industries including, but not limited to, email security, user authentication, telecommunications and cyber breach protection.

The ~~Company's~~Company’s primary business operations are focused on establishing a strategic leadership position in cybersecurity ~~enterprise and consumer~~email solutions ~~a variety of security tools,~~ and telecom services within the U.S. and abroad. In a general way, Bravatek should be referred to as a global security platform company that develops and/or distributes cybersecurity-based software, tools and systems (including, but not limited to telecom services). The Company has developed and plans to continue selling an enterprise-level secure email software appliance named Ecrypt One. Ecrypt One is a patent-pending email server with integrated security technology. It was designed to protect email and attachments in transit and at rest. It incorporates multiple security technologies and techniques, such as encryption, role-based access controls, server rules that enforce security, and multi-factor authentication. It was designed to assist organizations and governments to meet and maintain compliance with information security regulations such as HIPAA. The Company began taking pre-orders for Tuitio, a consumer software product (protected by two issued patents) in the second quarter of 2018. The Company has filed a patent ~~application~~applications for multiple attributes and processes contained in Ecrypt One.
~~The Company has filed a patent application for multiple attributes and processes contained in~~ ~~Ecrypt One~~.
~~In addition to the foregoing, in an effort to advance the business operations of the Company, over the next twelve (12) months the Company plans to undertake the following actions:~~
1.
~~Distribution and sales of~~ ~~Ecrypt One~~ ~~software packages;~~
2.
~~Provide telecom services;~~
3.
~~Distribution and sales of allied products and services;~~
4.
~~Expand strategic marketing alliance program; and~~
5.
~~Develop and test additional~~ ~~Ecrypt One~~ ~~features and capabilities.~~
~~The foregoing business actions are goals of the Company. There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.~~
~~On January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split.~~
The procurement and use of commercially available security solutions, and similar products and services, by government and military agencies is controlled through various regulations. In order to provide or sell a service or product to a government or military agency, a vendor or provider can be approved by and listed with the United States General Services Administration (“GSA”) or other US government contract vehicles. As of May 23, 2019, many of the Company’s and its alliance partners’ products and services were made available to government customers via i3 Integrative Creative Solutions, LLC’s GSA IT 70 contract vehicle. The Company has continued to negotiate several alliance agreements with firms that may yield both short and longer-term sales in the fields of software, tools and systems (including telecom).
26
~~Table of Contents~~

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the ~~years~~nine months ended ~~March~~December 31, ~~2019~~2017 and ~~2018 contained~~2016, and filed by the Company in ~~this quarterly report~~its Transition Report on Form ~~10-Q.~~10-KT with the United States Securities and Exchange Commission on May 3, 2018.

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

Results of Operation for the three and nine months ended ~~March 31, 2019,~~September 30, 2018, compared to the three and nine months ended ~~March 31, 2018.~~September 30, 2017.

Revenue

For the three and nine months ended ~~March 31, 2019,~~September 30, 2018, the Company had revenues of ~~$86,370~~$1,648 and $26,503, respectively, compared to ~~$24,837~~$75,498 and $75,498, respectively, for the three and nine months ended ~~March 31, 2018.~~September 30, 2017. The ~~2019 revenues were from related parties and included the sale of licensed software, hosting and support as well as the installation. The 2018 period included~~Company had related party ~~revenue~~sales of ~~$24,837.~~$24,837 from Bravatek in 2018.

Cost of Services

For the three and nine months ended ~~March 31, 2019, the Company had~~September 30, 2018, cost of services of ~~$194~~$1,975 and $6,569, respectively, compared to ~~$2,314~~$2,203 and $3,286, respectively, for the three and nine months ended ~~March 31, 2018. Cost of services are comprised of materials, labor, sub-contractors and related expenses.~~September 30, 2017.

Operating Expenses

For the three and nine months ended ~~March 31, 2019,~~September 30, 2018, the Company had operating expenses of ~~$215,144~~$250,803 and $3,041,976, respectively, compared to ~~$250,382~~$248,802 and $492,168 for the three and nine months ended ~~March 31, 2018.~~September 30, 2017, respectively. The ~~decrease~~increase in operating expenses was ~~principally~~predominantly attributable to ~~lower amortization expense.~~$2,333,140 related to the issuance of Series E Preferred Stock to the Company’s CEO (see Note 7 to the financial statements).

~~Other Income (Expenses)~~
27
Table of Contents

Other ~~income~~Income (Expenses)
Other (income) expense, net, for the three and nine months ended ~~March 31, 2019,~~September 30, 2018 was ~~$1,362,116~~$392,908 and $(960,729), respectively, compared to other expense, net, of ~~$838,456~~$8,967,8993 and $16,906,916, respectively, for the three and nine months ended ~~March 31, 2018. The change was primarily due to a decrease~~September 30, 2017.

Three months ended

Nine months ended

September 30,

September 30,

2018

2017

2018

2017

Interest expense

$ 299,454

$ 574,272

$ 1,453,084

$ 1,063,171

(Gain) Loss on investment in joint venture

(8,519 )

-

89,450

-

Loss (gain) on fair value of derivatives

(844,505 )

8,454,754

(1,022,907 )

15,898,666

Loss on rescinded acquisition

110,522

-

370,946

-

Loss on write-down of assets

51,640

-

51,640

-

Loss on debt extinguishment

-

(63,727 )

23,021

(63,727 )
Other expense (income)

(1,500 )

2,600

(4,505 )

8,806

Total

$ (392,908 )

$ 8,967,899

$ 960,729

$ 16,906,916

Included in interest expense for the three and nine months ended September 30, 2018 is $256,494 and $1,322,676, respectively for amortization expense of debt discounts, and for the three and nine months ended September 30, 2017, amortization of debt discounts from $614,096 for the three months ended March 31, 2018 to $302,328 for the three months ended March 31, 2019, as a result of the amortization of debt discounts recorded on newly issued convertible notes in the 2018 period offset by an increase in derivative expense from a gain of $13,770 for the three months ended March 31, 2018 compared to $1,753,969 for the three months ended March 31, 2019. The Company also recognized a loss on rescinded acquisition of $150,000 in the 2018 periodwas $501,347 and ~~$0 for the comparable period in 2019.~~$695,777, respectively.

Net ~~Income /~~ Loss

The Company had a net income (loss) of ~~$1,223,148~~$141,778 and ($3,982,771) for the three and nine months ended ~~March 31, 2019~~September 30, 2018, respectively, compared to a net ~~loss~~losses of ~~$1,066,315~~($9,143,406) and ($17,326,872) for the three and nine months ended ~~March 31, 2018.~~September 30, 2017, respectively. The decrease in the net loss for the three and nine months ended ~~March 31, 2019~~September 30, 2018, compared to the three and nine months ended ~~March 31, 2018,~~September 30, 2017, was predominantly due to the ~~factors described above.~~changes in other income (expenses), detailed above, partially offset by the voting control value of the Series E Preferred Stock of $2,333,140

Liquidity and Capital Resources

Currently, we have limited operating capital. The Company anticipates that it will require approximately $4,000,000 of working capital to complete all of its desired business activity during the next ~~year.~~twelve months. The Company has earned limited revenue from its business operations. Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the revenues generated from our business operations have not been sufficient to fund our operations or planned growth. WeAs noted above, we will likely require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.

~~During~~For the ~~past year,~~nine months ended September 30, 2018, we primarily funded our business operations with $908,994 of proceeds from convertible ~~notes.~~note financings. These proceeds funded our business operations and were also used to fund $30,380 for our Agreement with MHC. We may conduct a private placement offering to seek to raise the necessary working capital to continue to fund our business operations, or continue to rely on the issuance of convertible promissory notes to fund our business operations. We ~~are~~have also ~~in discussions~~filed a registration statement to register shares of common stock for issuance to and purchase by Triton Funds, LP pursuant to the Equity Purchase Agreement we executed with ~~Private Equity firms to obtain the proper capitalization the company never received at its inception.~~them on May 9, 2018, which agreement was amended effective as of August 30, 2018.

As of ~~March 31, 2019,~~September 30, 2018, we had ~~a bank overdraft~~cash of ~~$11,432,~~$0, as compared to ~~cash on hand of $14,094~~$189,357 at December 31, ~~2018.~~2017. As of ~~March 31, 2019,~~September 30, 2018, we had current liabilities of ~~$7,189,918~~$5,021,143 (including ~~$3,556,075~~$2,072,214 of ~~noncash~~non-cash derivative liabilities), compared to current assets of ~~$59,805~~$64,993, which resulted in a working capital deficit of ~~$7,130,113.~~$4,956,150. The current liabilities are comprised of accounts payable, accrued expenses, ~~accrued interest,~~ convertible debt, derivative liabilities ~~accounts payable related party~~ and notes payable.
27
~~Table of Contents~~

Operating Activities

For the ~~three~~nine months ended ~~March 31, 2019,~~September 30, 2018, net cash used in operating activities was ~~$13,826~~$506,053, compared to ~~$194,363~~$562,705 for the ~~three~~nine months ended ~~March 31, 2018.~~September 30, 2017. For the ~~three~~nine months ended ~~March 31, 2019,~~September 30, 2018, our net cash used in operating activities was primarily attributable to the net loss of $3,982,771 adjusted by the non-cash expenses of the voting control value of the Series E Preferred Stock of $2,333,140 and amortization of debt discounts of $1,322,676 and depreciation and amortization expense of $85,066, and reduced by the non-cash gain of $1,022,907 on the fair value change of derivatives. Net changes of $198,686 in operating assets and liabilities increased the cash used in operating activities. For the nine months ended September 30, 2017, our net cash used in operating activities was primarily attributable to the net loss adjusted by the loss on ~~the~~ fair value of derivatives, ~~and~~ amortization of debt ~~discounts.~~discounts, non-cash interest and fees related to convertible promissory notes and depreciation. Net changes of ~~$202,408~~$75,556 in operating assets and liabilities increased the cash used in operating activities. For the three months ended March 31, 2018, our net cash used in operating activities was primarily attributable to the net loss adjusted by amortization and depreciation, amortization of debt discounts, loss on investment in joint venture and loss on rescinded acquisition of HelpComm. Net changes of $1,577 in operating assets and liabilities positively impacted the cash flows from operating activities.

28
Table of Contents
Investing Activities

For the ~~three~~nine months ended ~~March 31, 2019, the Company has no~~September 30, 2018, cash used in investing ~~activities.~~activities of $514,276 was comprised of payments of $394,446 to acquire HelpComm, $89,450 for an investment in joint venture and $30,380 for intangible assets. For the ~~three~~nine months ended ~~March 31, 2018,~~September 30, 2017, the Company invested ~~$150,000 in the acquisition of HelpComm, $20,000~~$200,000 in a ~~joint venture~~strategic alliance with ~~DarkPulse, and $29,880 for purchase of exclusivity rights.~~HelpComm.

Financing Activities

For the ~~three~~nine months ended ~~March 31, 2019,~~September 30, 2018, the net cash ~~used in~~provided by financing activities was ~~$268~~$830,972, compared to $974,236 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we received $908,994 from the issuance of convertible notes. The net cash provided by financing activities of ~~$250,025~~$974,236 for the ~~three~~nine months ended March 31, 2018. During the three months ended March 31, 2019, we had an increase in cash overdraft of $11,432 and repaid $11,700 of convertible notes. During the three months ended March 31, 2018, we receivedSeptember 30, 2017, resulted from proceeds of ~~$254,525~~$1,602,030 from the ~~issuance~~issuances of convertible notes and ~~repaid $4,500~~$11,301 from related party notes. The company made payments of $600,944 against notes payable and convertible ~~notes.~~
~~Going Concern~~
~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses, an accumulated deficit~~notes payable and $38,151 repayments of ~~$36,361,798 and has a working capital deficit of $7,130,113 as of March 31, 2019, which raises substantial doubt about its ability to continue as a going concern.~~
The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.notes payable- related.

Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States ~~("GAAP"~~(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements are included in ~~this Quarterly~~the Company’s Transition Report on Form ~~10-Q.~~10-KT filed on May 3, 2018. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

28
~~Table of Contents~~
Use of Estimates

The preparation of financial statements in conformity with U.S. ~~GAAP~~generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of~~in the financial statements and ~~the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its~~accompanying notes.
Such estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values ofimpact both assets and liabilities, ~~and the accrual of costs and expenses that are~~including but not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements includelimited to: net realizable value of accounts receivable, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of ~~share-based~~share based payments and derivative liabilities, estimates of ~~the valuation allowances on deferred~~fair value of warrants issued and recorded as debt discount, estimates of tax ~~assets~~liabilities and estimates of the probability and potential magnitude of contingent liabilities.

~~Revenue Recognition~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

~~Accounting Standards Update (“ASU”) No. 2014-09,~~ ~~Revenue from Contracts~~Long-Lived Assets
The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with ~~Customers~~ (" ~~Topic 606~~ ~~"), became effective for~~changes in the fair value reported as charges or credits to income.
29
Table of Contents
For option-based simple derivative financial instruments, the Company ~~on January 1, 2018.~~uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The ~~Company’s~~classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Revenue Recognition
Product revenue ~~recognition disclosure reflects its updated accounting policies that~~and miscellaneous income are ~~affected by this new standard.~~ recognized as earned.
The Company ~~applied the "modified retrospective" transition method for open contracts for the implementation~~recognizes revenue and gains when earned and related costs of ~~Topic 606.~~sales and expenses when incurred. The Company ~~had no significant post-delivery obligations; therefore, this new standard did not result in a material recognition of~~recognizes revenue on the Company’s accompanying financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with ~~its historical accounting practices under~~ ~~Topic 605,~~Accounting Standards Codification Section 605-10-599, Revenue Recognition, Overall, SEC Materials (“Section 605-10-599”).
~~Revenue~~ Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company recognizes revenue from ~~licensing~~services at the time the services are completed. The Company’s sale of licensed software ~~is recognized under~~ ~~Topic 606~~ inhas significant standalone functionality with a ~~manner that reasonably reflects~~perpetual right to use the ~~delivery of its services and products to customers in return for expected consideration and includes~~Company’s intellectual property. Accordingly, the ~~following elements:~~
·
~~executed contracts with the Company’s customers that it believes are legally enforceable;~~
·
~~identification of performance obligations in the respective contract;~~
·
~~determination of the transaction price for each performance obligation in the respective contract;~~
·
~~allocation the transaction price to each performance obligation; and~~
·
~~recognition of revenue only when the~~ Company ~~satisfies each performance obligation.~~
~~After applying these five elements the Company’s~~ recognizes licensed software revenue at the time the software is delivered or available to the customer, at which time the ~~Company has~~company had no further obligations related to the sale of the software. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales ~~contract with its customers.~~transaction.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.
29
~~Table of Contents~~

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO and chief financial officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our CEO and CFO also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

During the period, we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. The Company does not have an Audit Committee to oversee management activities, and the Company is dependent on third party consultants for the financial reporting function.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended ~~March 31, 2019,~~September 30, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

30

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

On or about March 27, 2018, Global Capital Partners, LLC (“Global”) sent a demand for payment of amounts allegedly owed by the Company to Global pursuant to several promissory notes and threatening legal action. The Company retained Texas litigation counsel and responded to the demand letter. On or about March 1, 2019, Global filed a breach of contract complaint against the Company in Travis County, Texas district court (case no. D-1-GN-19-001078). The Parties are currently negotiating a settlement agreement to avoid further litigation.

On September 7, 2018, the Company filed a claim against Liberated Solutions, Inc. d/b/a the Go Eco Group and Brian Conway for breach of contract and other causes of action in the County Court No. 2 for Travis County, Texas (case no. C-1-CV-18-008488), seeking approximately $55,000 in damages. On November 2, 2018, the court entered judgment against the defendants in favor of the Company for $55,000 in damages, plus $4,244 in attorney’s fees. ~~To date the company has not received any payments toward the judgement from Go Eco Group or Brian Conway, and has written the receivable off as a loss.~~

On October 1, 2018, the Company filed a lawsuit against Mile High Construction seeking $134,900 in damages plus interest and attorney’s fees. ~~To date the company has not received any payments toward the judgement from Mile High Construction.~~

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The ~~parties reached~~parties’ attorneys are in discussions regarding a ~~settlement agreement on or about December 3, 2018, in which Bravatek agreed to reserve 10,000 shares of common stock for issuance to Adar upon Adar’s conversion of its convertible notes.~~
In January of 2018, the Company acquired HelpComm, Inc., a Virginia corporation engaged in the provision of telecom services (“HelpComm”), from Johnny Bolton and Jonathan A. Bolton (collectively the “Boltons”). On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases with the Boltons, whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018. Pursuant to thatmore formal settlement agreement, the ~~parties also agreed as follows: (i) the Boltons~~terms of which have not yet been agreed to return their shares of Company capital stock to the Company; (ii) the Company agreed to return its shares of HelpComm to the Boltons; (iii) the Boltons agreed to deliver the Company’s property to Company; (iv) the Boltons agreed that HelpComm would provide the defense and responsibility for all actions pending against or relating to HelpComm; (v) the Boltons agreed to indemnify Bravatek for claims and damages relating to HelpComm, (vi) Bravatek agreed to indemnify the Boltons for claims and damages relating to Bravatek’s operations unrelated to HelpComm, and (vii) the Boltons agreed to ensure that the declaratory judgment action filed by the Boltons’ entity, 8760 LLC, against the Company on or about January 28, 2019, would be dismissed with prejudice. That action, 8760 LLC v. Bravatek Solutions, Inc. et al., filed in the Circuit Court for Prince William County, Virginia (case no. CL 19-00559) has now been dismissed with prejudice.parties.

ITEM 1A. RISK FACTORS.

Not applicable.
31
~~Table of Contents~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On ~~January 3, 2019,~~August 6, 2018, the Company issued ~~10,000~~14,117 shares of common stock to ~~Adar Bays~~Carebourn Capital LP (“Carebourn”) in partial satisfaction of its obligations under, and the holder’s election to convert ~~a $5,500~~$84,469 principal portion and $4,466 accrued interest, of, the Company’s convertible promissory note issued to ~~Adar~~Carebourn on ~~December 19, 2014.~~June 8, 2017.

On ~~January 17, 2019,~~August 28, 2018, the Company issued ~~51,811~~5,353 shares of common stock to ~~Adar Bays~~Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert ~~a $7,409~~$20,000 principal portion and $1,414 accrued interest, of, the Company’s convertible promissory note issued to ~~Adar~~Carebourn on ~~May 3, 2017.~~January 26, 2018.

On ~~January 22, 2019,~~September 6, 2018, the Company issued ~~45,335~~5,500 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert a ~~$8,750~~$22,000 principal portion ~~of principal~~ and ~~$11,742~~$0 accrued interest, of, ~~interest,~~ the Company’s convertible promissory note issued to Carebourn on December 26, 2017.

On ~~January 25, 2019,~~September 6, 2018, the Company issued ~~54,364~~41,603 shares of common stock to ~~More Capital in partial satisfaction~~Jonathan Bolton for the conversion of ~~its obligations under, and the holder’s election to convert a $24,572 portion~~40,000 of ~~the Company’s convertible promissory note issued to More Capital on April 18, 2018.~~
On January 26, 2019, the Company issued 59,671 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $8,533 portion of the Company’s convertible promissory note issued to Adar on May 3, 2017.
On March 26, 2019, the Company issued 42,937 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $6,058 portion of principal and $3,152 of interest of the Company’s convertible promissory note issued to Adar on May 3, 2017.
On March 26, 2019, the Company issued 64,971 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $13,185 portion of the Company’s convertible promissory note issued to Adar on May 3, 2017.Series D Convertible Preferred Stock.

The issuances described above were made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(1) of the Securities Act as the common stock was issued in exchange for debt or preferred stock of the Company held by each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, the shareholders were not affiliates, and they had held the underlying securities for the requisite holding period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~None.~~During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties’ attorneys are in discussions regarding a more formal settlement agreement, the terms of which have not yet been agreed to by the parties.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

3231

Table of Contents

ITEM 6. EXHIBITS.

EXHIBIT INDEX

Number
Description
3.1
Articles of Incorporation (incorporated by reference to our General Form for Registration of Securities on Form 10 filed on November 10, 2008)

3.2
Bylaws (incorporated by reference to our General Form for Registration of Securities on Form 10 filed on November 10, 2008)

3.3
Articles of Amendment to Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)

3.4
Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2015)

3.5
Certificate of Designation of Series C Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2015)

3.6
Certificate of Designation of Series D Preferred Stock (incorporated by reference to our Form 8-K filed on January 24, 2018)

3.7
Articles of Amendment to Articles of Incorporation (changing the Company’s name) (incorporated by reference to our Current Report on Form 8-K filed on November 3, 2015)

3.8
Articles of Amendment to Articles of Incorporation (increasing the Company’s authorized common stock) (incorporated by reference to Registration Statement on Form S-1 filed on October 26, 2018)

3.9
Articles of Amendment to Articles of Incorporation (amending the Designation of the Series C Preferred Stock) (incorporated by reference to our Current Report on Form 8-K filed on November 3, 2015)

3.10

Certificate of Designation of Series E Preferred Stock (incorporated by reference to our Form 8-K filed on June 5, 2018)

10.1
Commodity Classification Document (incorporated by reference to our General Form for Registration of Securities on Form 10 filed on November 10, 2008)

10.2
Director Agreement and Restricted Shares Agreement dated March 27, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)

10.3
Employment Agreement and Restricted Shares Agreement dated June 16, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on June 18, 2014)

10.4
Amendments to Employment Agreement and Restricted Shares Agreement with Thomas Cellucci (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2016)

10.5
Asset Purchase Agreement with Dependable Critical Infrastructure, Inc. dated June 2, 2015 (incorporated by reference to our Form 8-K filed on June 9, 2015)

10.6
Settlement Agreement with Global Capital Corporation dated June 10, 2015 (incorporated by reference to our Form 8-K filed on June 16, 2015)

3332

Table of Contents

10.7
Settlement Agreement with Micro-Tech Industries, Ltd., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)

10.8
Settlement Agreement with Whonon Trading S.A., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)

10.9

Consulting Agreement dated December 1, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.10

Amendment to Consulting Agreement dated March 1, 2016, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.11
Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.12
Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Charles Brooks (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.13

Director Agreement and Nonqualified Stock Option Agreement dated August 26, 2015, with Hans Holmer (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.14

Reseller Agreement with i3 Integrative Creative Solutions, LLC, dated April 17, 2017 (incorporated by reference to our Form 8-K filed on April 18, 2017)

10.15

Strategic Alliance Agreement with ~~AppGuard, LLC~~Mile High Construction dated ~~January 4, 2018.~~June 2, 2017 (incorporated by reference to our Form 8-K filed on June 2, 2017)

10.16
Joint Venture Agreement with DarkPulse Technologies, Inc. dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 28, 2017)
10.17
Joint Venture Agreement with The Go Eco Group, dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 29, 2017)
10.18
Amended and Restated Stock Purchase Agreement dated January 12, 2018 and effective January 1, 2018, by and among Bravatek Solutions, Inc. and Johnny Bolton and Jonathan Bolton (incorporated by reference to our Form 8-K filed on January 24, 2018)
10.19
Joint Venture Agreement with AmbiCom Holdings, Inc. dated January 24, 2018 (incorporated by reference to our Form 8-K filed on January 25, 2018)
10.20

Joint Venture Agreement with IEVOLV Ventures, Inc. dated February 15, 2018 (incorporated by reference to our Form 8-K filed on February 16, 2018)

~~10.17~~
~~Strategic Alliance Agreement with OrangeHook, Inc. dated May 14, 2018 (incorporated by reference to our Form 8-K filed on March 14, 2018.~~
~~10.18~~10.21

Equity Purchase Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)

~~10.19~~10.22

Registration Rights Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)

~~10.20~~10.23
Amendment No. 1 to Equity Purchase Agreement with Triton Funds, LP dated August 31, 2018 (incorporated by reference to our Form 8-K filed on September 4, 2018)
10.21*
~~Strategic Alliance Agreement with MC Smart Controls, Inc. dated March 25, 2019.~~
33
10.22* Table of Contents
~~Strategic Alliance Agreement with Mani Group LLC dated April 8, 2019.~~

31.1*

Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*

Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document
____________
*
* Filed Herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

34

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRAVATEK SOLUTIONS, INC.

Date: ~~June 25,~~August 20, 2019
By:
/s/ Thomas A. Cellucci

Thomas A. Cellucci

~~CEO~~Chief Executive Officer

35

	Three Months Ended March 31,
	2019			2018
				(restated)
REVENUES
Sales, other	$	620		$	-
Sales, related party		85,750			24,837
Total sales		86,370			24,837
Cost of services		194			2,314
GROSS PROFIT		86,176			22,523

OPERATING EXPENSES
Selling expenses		5,277			10,300
General and administrative		209,867			230,082
Research and development		-			10,000
TOTAL OPERATING EXPENSES		215,144			250,382

OPERATING LOSS		(128,968	)		(227,859	)

OTHER INCOME (EXPENSES)
Interest expense		(57,916	)		(49,635	)
Loss on investment in joint venture		-			(20,000	)
Other income		(31,609	)		1,505
Loss on rescinded acquisition		-			(150,000	)
Gain (loss) on fair value of derivatives		1,753,969			13,770
Gain (loss) on extinguishment of debt		-			(20,000	)
Amortization of debt discount		(302,328	)		(614,096	)
TOTAL OTHER INCOME (EXPENSE), NET		1,362,116			(838,456	)

NET INCOME (LOSS)	$	1,233,148		$	(1,066,315	)

EARNINGS (LOSS) PER SHARE BASIC
Basic	$	1.06		$	(1.26	)
Diluted	$	0.12		$	(1.26	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		1,168,073			844,722
Diluted		10,034,698			844,722

	Series B				Preferred Stock Series C				Series E				Common Stock				Common Stock to be issued				Additional Paid		Retainted			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital		Deficit			Deficit
Balance, December 31, 2018		264,503	$	26		319,768	$	32		1	$	-		986,667	$	6,668,410		1,221	$	66,917	$	22,186,887	$	(37,594,946	)	$	(8,672,674	)

Common stock issued for conversion of convertible debt and accrued interest		-		-		-		-		-		-		328,909		88,900		-		-		-		-			88,900
Round up shares for reverse stock split		-		-		-		-		-		-		6,074		-		-		-		-		-			-
Reclassification of derivative liabilities upon conversion of convertible debt		-		-		-		-		-		-		-		-		-		-		230,845		-			230,845
Net income for the three months ended March 31, 2019		-		-		-		-		-		-		-		-		-		-		-		1,233,148			1,233,148
Balance, March 31, 2019		264,503	$	26		319,768	$	32		1	$	-		1,321,650	$	6,757,310		1,221	$	66,917	$	22,417,732	$	(36,361,798	)	$	(7,119,781	)

Balance, December 31, 2017		264,503	$	26		319,768	$	32		-	$	-		804,068	$	5,385,977		1,221	$	66,917	$	18,291,657	$	(29,600,801	)	$	(5,856,192	)

Common stock issued for conversion of convertible debt and accrued interest		-		-		-		-		-		-		71,739		711,663		-		-		-		-			711,663
Reclassification of derivative liabilities upon conversion of convertible debt		-		-		-		-		-		-		-		-		-		-		894,632		-			894,632
Net loss for the three months ended March 31, 2018		-		-		-		-		-		-		-		-		-		-		-		(1,066,315	)		(1,066,315	)

Balance, March 31, 2018		264,503	$	26		319,768	$	32		-	$	-		875,807	$	6,097,640		1,221	$	66,917	$	19,186,289	$	(30,667,116	)	$	(5,316,212	)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
	(restated)						(restated)
REVENUES
Sales, other	$	1,648		$	75,498		$	1,666		$	75,498
Sales, related party		-			-			24,837			-
Total sales		1,648			75,498			26,503			75,498
Cost of services		1,975			2,203			6,569			3,286
GROSS PROFIT (LOSS)		(327	)		73,295			19,934			72,212

OPERATING EXPENSES
Selling expenses		30,869			-			50,869			-
General and administrative		204,934			247,902			2,959,357			486,768
Research and development		15,000			900			31,750			5,400
TOTAL OPERATING EXPENSES		250,803			248,802			3,041,976			492,168

OPERATING LOSS		(251,130	)		(175,507	)		(3,022,042	)		(419,956	)

OTHER INCOME (EXPENSES)
Interest expense		(42,960	)		(72,925	)		(130,408	)		(367,394	)
Gain (Loss) on investment in joint venture		8,519			-			(89,450	)		-
Interest expense related party		-			(2,600	)		-			(8,806	)
Loss on rescinded acquisition		(110,522	)		-			(370,947	)		-
Loss on write down of asset		(51,640	)		-			(51,640	)		-
Other income		1,500			-			4,505			-
Gain (loss) on fair value of derivatives		844,505			(8,454,754	)		1,022,907			(15,898,666	)
Gain (loss) on extinguishment of debt		-			63,727			(23,020	)		63,727
Amortization of debt discount		(256,494	)		(501,347	)		(1,322,676	)		(695,777	)
TOTAL OTHER INCOME (EXPENSE), NET		392,908			(8,967,899	)		(960,729	)		(16,906,916	)

NET INCOME (LOSS)	$	141,778		$	(9,143,406	)	$	(3,982,771	)	$	(17,326,872	)

INCOME (LOSS) PER SHARE BASIC
Basic	$	0.15		$	(12.75	)	$	(4.46	)	$	(36.85	)
Diluted	$	0.09		$	(12.75	)	$	(4.46	)	$	(36.85	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		938,491			717,297			892,236			470,154
Diluted		1,542,319			717,297			892,236			470,154

	Preferred Stock															Common Stock				Additional					Total
	Series B			Series C				Series E				Common Stock				to be issued				Paid		Accumulated			Stockholders'
	Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital		Deficit			Deficit

Balance, December 31, 2017	264,503	$	26		319,768	$	32		-	$	-		804,068	$	5,385,977		1,221	$	66,917	$	18,291,657	$	(29,600,801	)	$	(5,856,192	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		71,739		711,663		-		-		-		-			711,663
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		894,632		-			894,632
Net loss for the three months ended March 31, 2018	-		-		-		-		-		-		-		-		-		-		-		(1,066,315	)		(1,066,315	)

Balance, March 31, 2018	264,503		26		319,768		32		-		-		875,807		6,097,640		1,221		66,917		19,186,289		(30,667,116	)		(5,316,212	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		48,389		333,420		-		-		-		-			333,420
Series E Preferred stock issued	-		-		-		-		1		-		-		-		-		-		2,333,140		-			2,333,140
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		357,695		-			357,695
Shares Issued for Donation	-		-		-		-		-		-		2,500		-		-		-		25,000		-			25,000
Net loss for the three months ended June 30, 2018	-		-		-		-		-		-		-		-		-		-		-		(3,058,234	)		(3,058,234	)

Balance, June 30, 2018	264,503		26		319,768		32		1		-		926,696		6,431,060		1,221		66,917		21,902,124		(33,725,350	)		(5,325,191	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		22,471		132,350		-		-		-		-			132,350
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		84,763		-			84,763
Shares Issued for Donation	-		-		-		-		-		-		2,500		-		-		-		25,000		-			25,000
Net loss for the three months ended September 30, 2018	-		-		-		-		-		-		-		-		-		-		-		141,778			141,778

Balance, September 30, 2018	264,503	$	26		319,768	$	32		1	$	-		951,667	$	6,563,410		1,221	$	66,917	$	22,011,887	$	(33,583,572	)	$	(4,941,300	)

Balance, December 31, 2016	264,503	$	26		319,768	$	32		-	$	-		126,445	$	3,687,993		1,221	$	66,917	$	10,138,482	$	(19,362,500	)	$	(5,469,050	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		78,926		46,793		-		-		-		-			46,793
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		32,033		-			32,033
Net loss for the three months ended March 31, 2017	-		-		-		-		-		-		-		-		-		-		-		(406,855	)		(406,855	)

Balance, March 31, 2017	264,503		26		319,768		32		-		-		205,371		3,734,786		1,221		66,917		10,170,515		(19,769,355	)		(5,797,079	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		469,702		685,174		-		-		-		-			685,174
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		5,266,775		-			5,266,775
Shares to be issued	-		-		-		-		-		-		-		-		10,635		6,521		-		-			6,521
Net loss for the three months ended June 30, 2017	-		-		-		-		-		-		-		-		-		-		-		(7,776,612	)		(7,776,612	)

Balance, June 30, 2017	264,503		26		319,768		32		-		-		675,073		4,419,960		11,856		73,438		15,437,290		(27,545,967	)		(7,615,221	)

Common stock issued for conversion of convertible debt and accrued interest	-		-		-		-		-		-		78,045		613,515		-		-		-		-			613,515
Reclassification of derivative liabilities upon conversion of convertible debt	-		-		-		-		-		-		-		-		-		-		2,132,383		-			2,132,383
Net loss for the three months ended September 30, 2017	-		-		-		-		-		-		-		-		-		-		-		(9,143,406	)		(9,143,406	)

Balance, September 30, 2017	264,503	$	26		319,768	$	32		-	$	-		753,118	$	5,033,475		11,856	$	73,438	$	17,569,673	$	(36,689,373	)	$	(14,012,729	)

			(Restated)
	Life in years		2018			2017
Exclusivity rights		1		137,900			107,520
Software		3		60,362			60,362
Total intangible assets acquired				198,262			167,822
Less accumulated amortization				(198,262	)		(119,980	)
Intangible assets, net			$	-		$	47,092

September 30, 2018 (Restated)	Derivative Liabilities		Total
Level III	$	2,072,214	$	2,072,214

December 31, 2017
Level III	$	3,842,211	$	3,842,211

	Fair Value
	As of		Fair Value Measurements at
	March 31,		March 31, 2019
Description	2019		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	3,556,075	$	-	$	-	$	3,556,075

·	executed contracts with the Company’s customers that it believes are legally enforceable;
·	identification of performance obligations in the respective contract;
·	determination of the transaction price for each performance obligation in the respective contract;
·	allocation of the transaction price to each performance obligation; and
·	recognition of revenue only when the Company satisfies each performance obligation.

	(Restated)
	For the three months ending September 30, 2018
	Net Loss		Shares		Per Share Amount
Basic EPS
Income available to stockholders	$	141,778		938,491	$	0.15	)

Effect of Dilutive Securities
Convertible debt		-		603,828		-

Dilute EPS
Loss available to stockholders plus assumed conversions	$	-		1,542,319	$	0.09

	For the Three Months ended March 31, 2019
	Net Income (Loss)		Shares		Per Share Amount
Basic EPS
Income (loss) available to stockholders	$	1,233,148		1,168,073	$	1.06
Effect of Dilutive Securities
Convertible debt				8,866,625		-
Dilute EPS
Income (loss) available to stockholders plus
assumed conversions				10,034,698	$	0.12

	(Restated)
	September 30, 2018			December 31, 2017
Principal balance	$	1,781,865		$	1,993,754
Unamortized discounts		(580,281	)		(1,195,957	)
Ending balance, net	$	1,201,584		$	797,797

Balance, December 31, 2018	$	1,886,865		$	(471,020	)	$	1,415,845
										Principal			Debt
										Balance			Discounts			Total
Balances at April 1, 2017										$	1,311,163		$	(39,436	)	$	1,271,727
New issuances		-			-			-			2,378,873			(2,378,873	)		-
Liquidated damages added to note											42,505			(42,146	)		359
Conversions		(74,007	)		-			(74,007	)		(1,470,005	)		-			(1,470,005	)
Cash payment		(11,700	)		-			(11,700	)
Cash payments											(268,782	)		-			(268,782	)
Amortization		-			302,328			302,328			-			1,264,498			1,264,498
Balance, March 31, 2019	$	1,801,158		$	(168,692	)	$	1,632,466
Balance at December 31, 2017											1,993,754			(1,195,957	)		797,797
New issuances											1,000,994			(707,000	)		293,994
Other											3,919						3,919
Conversions											(1,121,691	)		-			(1,121,691	)
Cash payments											(95,111	)		-			(95,111	)
Amortization											-			1,322,676			1,322,676
Balances September 30, 2018										$	1,781,865		$	(580,281	)	$	1,201,584

	(Restated)
	September 30, 2018
Beginning Balance, December 31, 2017	$	3,842,211
Initial Derivative Liability		1,133,704
Reclassification for note conversions and payments		(1,362,090	)
Fair Value Change		(1,541,611	)
Ending Balance, September 30, 2018	$	2,072,214

Derivative liability balance, December 31, 2018	$	5,540,889
Fair value of beneficial conversion feature of debt converted		(230,845	)
Change in derivative liability during the period		(1,753,969	)
Derivative liability balance, March 31, 2019	$	3,556,075

	Number of Options		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2018		1	$	11,030,000		6.19
Outstanding and exercisable at March 31, 2019		1	$	11,030,000		5.94

Exercise Prices		Outstanding		Weighted Average Contractual Life	Exercisable
$	75,000,000		-	2.88 Years		0
$	2,500,000		1	6.31 Years		1
Total			1	5.94 Years		1

	Number of Warrants		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2018		1	$	4,470,000		1.49
Outstanding and exercisable at March 31, 2019		1	$	4,470,000		1.24

BRAVATEK SOLUTIONS, INC.
BALANCE SHEET
As of September 30, 2018
											As Previously
											Filed			Adjustments				As Restated
	As Previously
	Filed			Adjustments				As Restated
CURRENT ASSETS
Cash	$	75,803		$	(30,664	)		$	45,139		$	8,713		$	(8,713	)	a	$	-
Accounts receivable		361,872			(361,872	)	a		-			261,164			(255,414	)	a		5,750
Accounts receivable, related party		24,837			-				24,837
Note receivable		25,000			(25,000	)	a		-
Prepaid expenses and other current assets		288,566			(243,616	)	a		44,950			252,671			(193,428	)	a		59,243
Investment in unconsolidated investee		20,000			(20,000	)	a		-
Work in process												351,730			(351,730	)	a		-
TOTAL CURRENT ASSETS		796,078			(681,152	)	a		114,926			874,278			(809,285	)	a		64,993
																	a
Property and equipment, net		229,035			(209,668	)	a		19,367			252,253			(237,403	)	a		14,850
Intangible assets, net		1,861,533			(1,861,533	)	a		-			1,685,705			(1,685,705	)	a		-
Goodwill		1,339,259			(1,339,259	)	a		-			1,339,259			(1,339,259	)	a		-
TOTAL ASSETS		4,225,905		$	(4,091,612	)		$	134,293		$	4,151,495		$	(4,071,652	)		$	79,843


CURRENT LIABILITIES
Convertible notes payable, net of discounts	$	816,238		$	-			$	816,238		$	1,201,584		$	-		a	$	1,201,584
Notes payable		898,946			(68,158	)	a		830,788			903,000			(72,212	)	a		830,788
Revolving line of credit		493,666			(493,666	)	a		-			385,667			(385,667	)	a		-
Bank term loans		95,458			(95,458	)	a		-			98,848			(98,848	)	a		-
Bank overdraft												17,089			-				17,089
Accounts payable and accrued liabilities		699,034			(627,557	)	a		71,477			1,003,796			(819,906	)	a		183,890
Accounts payable, related party		341,671			(22,282	)	a		319,389			463,372			(126,189	)	a		337,183
Accrued interest		348,914			(40,110	)	b		308,804			418,505			(40,110	)	b		378,395
Capital leases payable		17,244			(17,244	)	a		-			6,816			(6,816	)	a		-
Derivative liabilities		3,036,641			67,168		c		3,103,809			1,823,178			249,036		c		2,072,214
Contract liability												86,232			(86,232	)	a		-
TOTAL CURRENT LIABILITIES		6,747,812			(1,297,307	)			5,450,505			6,408,087			(1,386,944	)			5,021,143

LONG-TERM LIABILITIES
Notes payable		94,544			(94,544	)	a		-			115,173			(115,173	)	a		-
Bank term loans		204,832			(204,832	)	a		-			155,944			(155,944	)	a		-
Capital leases payable		753			(753	)	a		-
Series D convertible preferred stock		2,400,000			(2,400,000	)	a		-			1,440,000			(1,440,000	)	a		-
TOTAL LONG-TERM LIABILITIES		2,700,129			(2,700,129	)			-
TOTAL LIABILITIES												8,119,204			(3,098,061	)			5,021,143

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Series B preferred stock		26			-				26			26			-				26
Series C preferred stock		32			-				32			32			-				32
Common stock		6,097,640			-				6,097,640			7,523,410			(960,000	)	a		6,563,410
Common stock to be issued		66,917			-				66,917			66,917			-				66,917
Additional paid in capital		18,231,714			954,575		c		19,186,289			21,192,728			819,159		c		22,011,887
Accumulated deficit		(29,618,365	)		(1,048,751	)	a,b,c		(30,667,116	)		(32,748,933	)		(834,639	)	abc		(33,583,572	)
TOTAL STOCKHOLDERS' DEFICIT		(5,222,036	)		(94,176	)			(5,316,212	)		(3,965,820	)		(975,480	)			(4,941,300	)
Noncontrolling interest												(1,889	)		1,889				-
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,225,905		$	(4,091,612	)		$	134,293		$	4,151,495		$	(4,073,541	)		$	79,843

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2018

	As Previously
	Filed			Adjustments				As Restated

REVENUES
Sales, other	$	2,480,559		$	(2,478,893	)	a	$	1,666
Sales, related party		24,837			-				24,837
Total sales		2,505,396			(2,478,893	)			26,503
Cost of services		1,923,000			(1,916,431	)			6,569
GROSS PROFIT (LOSS)		582,396			(562,462	)			19,934

OPERATING EXPENSES
Selling expenses		52,888			(2,019	)	a		50,869
General and administrative		4,272,758			(1,313,401	)	a		2,959,357
Research and development		31,750			-				31,750
TOTAL OPERATING EXPENSES		4,357,396			(1,315,420	)			3,041,976

OPERATING LOSS		(3,775,000	)		752,958				(3,022,042	)

OTHER INCOME (EXPENSES)
Interest expense		(185,230	)		54,822		a		(130,408	)
Loss on investment in joint venture		-			(89,450	)	a		(89,450	)
Other income		45,963			(41,458	)	a		4,505
Loss on rescinded acquisition		-			(370,946	)	a		(370,946	)
Write-down of assets		-			(51,640	)	a		(51,640	)
Gain (loss) on fair value of derivatives		3,037,949			(2,015,042	)	c		1,022,907
Gain (loss) on extinguishment of debt		(23,021	)		-				(23,021	)
Amortization of debt discount		(1,768,134	)		445,458		c		(1,322,676	)
TOTAL OTHER INCOME (EXPENSE), NET		1,107,527			(2,068,256	)			(960,729	)

NET INCOME (LOSS)	$	(2,667,473	)	$	(1,315,298	)		$	(3,982,771	)

EARNINGS (LOSS) PER SHARE BASIC	$	(2.98	)					$	(4.44	)

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2018

	As Previously
	Filed			Adjustments				As Restated

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,667,473	)	$	(1,315,298	)		$	(3,982,771	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		496,364			(411,298	)	a		85,066
Loss on rescinded acquisition		-			370,946		a		370,946
Write-down of assets		-			51,640		a		51,640
(Gain) loss on extinguishment of debt		23,021			-		a		23,021
Amortization of debt discounts		1,768,134			(445,458	)	c		1,322,676
(Gain) loss on fair value of derivatives		(3,037,949	)		2,015,042		c		(1,022,907	)
Loss on investment in joint venture		-			89,450		a		89,450
Stock issued for donation		-			25,000		a		25,000
Voting control value of preferred stock issued		2,333,140			-		a		2,333,140
Changes in operating assets and liabilities:
Accounts receivable, related party		-			-		a		-
Accounts receivable		150,697			(146,447	)	a		4,250
Prepaid expenses and other current assets		(201,838	)		114,016		a		(87,822	)
Work in progress		(61,489	)		61,489		a		-
Accounts payable and accrued liabilities		267,860			(147,514	)	a,b		120,346
Accounts payable and accrued liabilities, related party		145,193			(126,189	)	a		19,004
Contract liability		61,476			81,432				142,908
NET CASH USED IN OPERATING ACTIVITIES		(722,864	)		216,811				(506,053	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in HelpComm acquisition		46,910			(441,356	)	a		(394,446	)
Purchase of property and equipment		(10,193	)		10,193		a		-
Investment in joint venture		-			(89,450	)	a		(89,450	)
Purchase of note receivable		-			-		a		-
Purchase of exclusivity		(90,742	)		60,362		a		(30,380	)
NET CASH USED IN INVESTING ACTIVITIES		(54,025	)		(460,251	)			(514,276	)

CASH FLOWS FROM BY FINANCING ACTIVITIES
Payments of principal on notes and leases payable		(69,961	)		69,961		a		-
Payments of principal on convertible notes payable		(95,111	)		-		a		(95,111	)
Payments of principal on bank term notes payable		(67,952	)		67,952		a		-
Proceeds from issuance of convertible debt, net		842,002			66,992		a		908,994
Proceeds from revolving line of credit		626,600			(626,600	)	a		-
Payments on revolving line of credit		(656,422	)		656,422		a		-
Bank overdraft		17,089			-		a		17,089
NET CASH PROVIDED BY FINANCING ACTIVITIES		596,245			234,727				830,972

NET INCREASE IN CASH AND CASH EQUIVALENTS		(180,644	)		(8,713	)			(189,357	)

CASH AND CASH EQUIVALENTS
Beginning of period		189,357			-				189,357

End of period		8,713			(8,713	)			-

1.	~~Distribution and sales of~~ ~~Ecrypt One~~ ~~software packages;~~
2.	~~Provide telecom services;~~
3.	~~Distribution and sales of allied products and services;~~
4.	~~Expand strategic marketing alliance program; and~~
5.	~~Develop and test additional~~ ~~Ecrypt One~~ ~~features and capabilities.~~

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
Interest expense	$	299,454		$	574,272		$	1,453,084		$	1,063,171
(Gain) Loss on investment in joint venture		(8,519	)		-			89,450			-
Loss (gain) on fair value of derivatives		(844,505	)		8,454,754			(1,022,907	)		15,898,666
Loss on rescinded acquisition		110,522			-			370,946			-
Loss on write-down of assets		51,640			-			51,640			-
Loss on debt extinguishment		-			(63,727	)		23,021			(63,727	)
Other expense (income)		(1,500	)		2,600			(4,505	)		8,806
Total	$	(392,908	)	$	8,967,899		$	960,729		$	16,906,916

·	~~executed contracts with the Company’s customers that it believes are legally enforceable;~~
·	~~identification of performance obligations in the respective contract;~~
·	~~determination of the transaction price for each performance obligation in the respective contract;~~
·	~~allocation the transaction price to each performance obligation; and~~
·	~~recognition of revenue only when the~~ Company ~~satisfies each performance obligation.~~

Number		Description

3.1		Articles of Incorporation (incorporated by reference to our General Form for Registration of Securities on Form 10 filed on November 10, 2008)

3.2		Bylaws (incorporated by reference to our General Form for Registration of Securities on Form 10 filed on November 10, 2008)

3.3		Articles of Amendment to Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)

3.4		Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2015)

3.5		Certificate of Designation of Series C Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2015)

3.6		Certificate of Designation of Series D Preferred Stock (incorporated by reference to our Form 8-K filed on January 24, 2018)

3.7		Articles of Amendment to Articles of Incorporation (changing the Company’s name) (incorporated by reference to our Current Report on Form 8-K filed on November 3, 2015)

3.8		Articles of Amendment to Articles of Incorporation (increasing the Company’s authorized common stock) (incorporated by reference to Registration Statement on Form S-1 filed on October 26, 2018)

3.9		Articles of Amendment to Articles of Incorporation (amending the Designation of the Series C Preferred Stock) (incorporated by reference to our Current Report on Form 8-K filed on November 3, 2015)

3.10		Certificate of Designation of Series E Preferred Stock (incorporated by reference to our Form 8-K filed on June 5, 2018)

10.2		Director Agreement and Restricted Shares Agreement dated March 27, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)

10.3		Employment Agreement and Restricted Shares Agreement dated June 16, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on June 18, 2014)

10.4		Amendments to Employment Agreement and Restricted Shares Agreement with Thomas Cellucci (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2016)

10.5		Asset Purchase Agreement with Dependable Critical Infrastructure, Inc. dated June 2, 2015 (incorporated by reference to our Form 8-K filed on June 9, 2015)

10.6		Settlement Agreement with Global Capital Corporation dated June 10, 2015 (incorporated by reference to our Form 8-K filed on June 16, 2015)

10.7		Settlement Agreement with Micro-Tech Industries, Ltd., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)

10.8		Settlement Agreement with Whonon Trading S.A., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)

10.9		Consulting Agreement dated December 1, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.10		Amendment to Consulting Agreement dated March 1, 2016, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.11		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.12		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Charles Brooks (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.13		Director Agreement and Nonqualified Stock Option Agreement dated August 26, 2015, with Hans Holmer (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)

10.14		Reseller Agreement with i3 Integrative Creative Solutions, LLC, dated April 17, 2017 (incorporated by reference to our Form 8-K filed on April 18, 2017)

10.15		Strategic Alliance Agreement with ~~AppGuard, LLC~~Mile High Construction dated ~~January 4, 2018.~~June 2, 2017 (incorporated by reference to our Form 8-K filed on June 2, 2017)

10.16		Joint Venture Agreement with DarkPulse Technologies, Inc. dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 28, 2017)

10.17		Joint Venture Agreement with The Go Eco Group, dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 29, 2017)

10.18		Amended and Restated Stock Purchase Agreement dated January 12, 2018 and effective January 1, 2018, by and among Bravatek Solutions, Inc. and Johnny Bolton and Jonathan Bolton (incorporated by reference to our Form 8-K filed on January 24, 2018)

10.19		Joint Venture Agreement with AmbiCom Holdings, Inc. dated January 24, 2018 (incorporated by reference to our Form 8-K filed on January 25, 2018)

10.20		Joint Venture Agreement with IEVOLV Ventures, Inc. dated February 15, 2018 (incorporated by reference to our Form 8-K filed on February 16, 2018)

~~10.17~~		~~Strategic Alliance Agreement with OrangeHook, Inc. dated May 14, 2018 (incorporated by reference to our Form 8-K filed on March 14, 2018.~~

~~10.18~~10.21		Equity Purchase Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)

~~10.19~~10.22		Registration Rights Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)

~~10.20~~10.23		Amendment No. 1 to Equity Purchase Agreement with Triton Funds, LP dated August 31, 2018 (incorporated by reference to our Form 8-K filed on September 4, 2018)


10.21*		~~Strategic Alliance Agreement with MC Smart Controls, Inc. dated March 25, 2019.~~ 33

10.22 Table of Contents*		~~Strategic Alliance Agreement with Mani Group LLC dated April 8, 2019.~~

31.1*		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document