NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
1. Nature of Operations
Bravatek Solutions, Inc. a Colorado corporation (“the Company”), was incorporated on April 19, 2007. Effective September 29, 2015, the Company changed its name to “Bravatek Solutions, Inc.” in order to better reflect the Company’s expanding operations and strategy. The 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 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.
On November 23, 2015, the Company affected a 1:10 reverse stock split on its shares of common stock. Share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split.
On May 31, 2016, the registrant filed Articles of Amendment to increase the number of shares of common stock the corporation is authorized to issue to 10,000,000,000.
On June 17, 2016, the Company affected a 1:2,500 reverse stock split on its’ shares common stock. The reverse stock split took effect on June 20, 2016. Share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split.
2. Significant Accounting Policies
Basis of Presentation
The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”).
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 tax liabilities 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.
Fiscal Year
The Company’s fiscal year-end is March 31.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents.
Sales Concentration and credit risk
Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the year ended March 31, 2016 and the accounts receivable balance as of March 31, 2016.
|
Customer
|
|
Sales %
Year Ended
March 31,
2016
|
|
|
Amount Due
as of
March 31,
2016
|
|
|
Customer A, related party
|
|
|
32.2%
|
|
|
$
|
-
|
|
|
Customer B
|
|
|
24.7%
|
|
|
$
|
46,898
|
|
|
Customer C
|
|
|
23.3%
|
|
|
$
|
-
|
|
|
Customer D, related party
|
|
|
15.2%
|
|
|
$
|
-
|
|
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.
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.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Software Development Costs
Costs for software developed for internal use are accounted for through the capitalization of those costs incurred in connection with developing or obtaining internal-use software. Capitalized costs for internal-use software are included in intangible assets in the consolidated balance sheet. Capitalized software development costs are amortized over three years.
Costs incurred during the preliminary project along with post-implementation stages of internal use computer software development and costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility and estimated economic life. At March 31, 2016 and 2015, the Company had $60,362 in capitalized software development. Capitalized software is amortized over the software’s estimated economic life of 3 years. For the years ended March 31, 2016 and 2015, amortization expense for capitalized software development was $20,176 and $3,252, respectively.
Research and Development
Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with GAAP. All research and development costs have been expensed as incurred, totaling $492,986 for the year ended March 31, 2016 and $0 in the year ended March 31, 2015. The company had development costs required to be capitalized under ASC 985-20,
Costs of Software to be Sold, Leased or Marketed,
and under ASC 350-40,
Internal-Use Software,
in the years ended March 31, 2016 and 2015, of $-0- and $60,362, respectively.
Advertising and Promotions
The Company expenses advertising costs as incurred. Advertising expenses for the year ended March 31, 2016 and 2015, were $118,678 and $18,900, 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 suffered recurring losses from operations since inception (April 19, 2007) through March 31, 2016, of $17,766,338, 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.
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
The following are the hierarchical levels of inputs to measure fair value:
|
|
·
|
Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
|
|
|
·
|
Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
·
|
Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments.
The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2016 and 2015 for each fair value hierarchy level:
|
March 31, 2016
|
|
Derivative
Liability
|
|
|
Total
|
|
|
Level I
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Level II
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Level III
|
|
$
|
1,955,721
|
|
|
$
|
1,955,721
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
Level I
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Level II
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Level III
|
|
$
|
824,763
|
|
|
$
|
824,763
|
|
Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
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 changes in the fair value reported as charges or credits to income.
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The 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.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Debt Issue Costs and Original Issue Discount
For certain convertible debt issued, the Company may incur costs and also provide the debt holder with an original issue discount. The debt issue costs and original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.
Debt Discount
The Company determined that the conversion feature of issued convertible notes represent an embedded derivative since the notes are convertible into a variable number of shares upon conversion. Accordingly, the notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The fair value of these derivative instruments are recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes.
Extinguishments of Liabilities
The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized.
Revenue Recognition
Product revenue and miscellaneous income are recognized as earned.
The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-S99, Revenue Recognition, Overall, SEC Materials (“Section 605-10-S99”). Section 605-10-S99 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. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. The Company recognizes revenue from services at the time the services are completed.
Accounts Receivable/Allowance for Doubtful Accounts
The Company records its client receivables and unbilled services at their face amounts less allowances. On a periodic basis, the Company evaluates its receivables and unbilled services and establishes allowances based on historical experience and other currently available information. As of March 31, 2016 and 2015, management determined there was no need to establish an allowance for doubtful accounts because there had been little history of nonpayment or indicators of credit risk, such as bankruptcy.
Stock-Based Compensation – Employees
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
|
|
·
|
Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the actual method to calculate expected term of share options and similar instruments as the company does have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
|
|
|
|
|
|
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses its actual historical volatility over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|
|
|
|
|
|
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. We expect and use zero rate.
|
|
|
|
|
|
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.
|
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.
The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations.
Stock-Based Compensation – Non-Employees
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
|
|
·
|
Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior.
|
|
|
|
|
|
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses its actual historical volatility over the expected contractual life of the share options or similar instruments as its expected volatility.
|
|
|
|
|
|
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. We expect and use zero rate.
|
|
|
|
|
|
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.
|
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Net Earnings (Loss) per Share
Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. As of March 31, 2016, there were warrants and options to purchase 3,365 shares of common stock and the Company’s outstanding convertible debt is convertible into approximately 8,095,224 shares of common stock. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive.
3. Recent Accounting Pronouncements
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard is effective for us in the first quarter of fiscal 2018. However, in April 2015, the FASB approved to defer the effective date by one year which we will evaluate if approved. Further, we have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
On August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of this standard on our consolidated financial statements.
With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the year ended March 31, 2016, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, that are of significance or potential significance to us.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
4. Related party activity
Asset Acquisition
On June 2, 2015, the Company completed an acquisition of some of the assets and assumed certain liabilities of Viking Telecom Services, LLC (“Viking Telecom”) from Dependable Critical Infrastructure, Inc. (“DCI”), f/k/a DTREDS Consolidated, Inc. To acquire the assets, the Company issued 2,265 shares of common stock, 224 shares of common stock to be issued (valued in the aggregate at $740,000), paid $200,000 cash and forgave $59,204 of a note receivable from DCI. The Company now provides telecom services under a new Viking Telecom brand. Services provided by Viking Telecom include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. The Company’s Chief Executive Officer owned approximately 30% of DCI. The Company recorded a loss on the acquisition of $1,044,817 for the year ended March 31, 2016.
Revenues
Subsequent to the asset acquisition described above, the Company recorded sales to DCI of $125,682 for the year ended March 31, 2016. Additionally, the Company recorded sales of $59,404 to another related entity and sales of $1,750 to a limited liability company controlled by our chief executive officer. Total related party revenues for the year ended March 31, 2016 was $186,837.
Notes payable-related party
As of March 31, 2016 and 2015, the balance of loans due to related parties was $505,000 and $558,500, respectively.
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”). 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 20, 2014 through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.
On June 15, 2015, Company entered into a
Settlement Agreement and Partial Waiver and Release
(the “Settlement Agreement”) with Global. Global owned 2,377,500 shares of the Company’s Series A Convertible Preferred Stock, and is 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”) 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. Due to the related party nature of this transaction, the $238 balance in Convertible Preferred Stock and the debt forgiveness was recorded as additional paid in capital. Pursuant to the Settlement Agreement, the Global Notes are now payable on demand.
The Company issued multiple unsecured notes payable from June 27, 2015 to March 31, 2016, to the Company’s CEO, for amounts received by the Company, or paid by the CEO, on behalf of the Company, totaling $156,512. The notes carry interest at 10% per annum and are due on demand. The Company recorded related party interest expense of $11,806 for the year ended March 31, 2016. During the year ended March 31, 2016, the Company paid $51,512 of principal and $256 of accrued interest. As of March 31, 2016, the principal balance of the notes was $105,000 and the accrued and unpaid interest was $11,550.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
5. Notes payable
As of March 31, 2016 and 2015, the principal balance of loans due to third parties was $773,950 and $430,788, respectively.
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 were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreement. As of March 31, 2016 the note balance was $199,960 and the notes are currently in default.
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 change in original terms of the agreements. The notes payable were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreements. As of March 31, 2016 the note balance was $230,828 and the notes are currently in default.
On June 2, 2015, as part of the Asset Purchase Agreement with DCI, the Company assumed limited liabilities associated with Viking (loan payment for Chevrolet truck in the amount of $668 per month with a principal balance of $36,202, and a loan payment to Joshua Claybaugh of $5,000 per month for 11 months for a total of $55,000). As of March 31, 2016, the truck loan and the loan with Joshua Claybaugh had remaining principal balances of $0 and $20,000, respectively.
The Company entered into a Senior Secured Credit Facility Agreement (the “Credit Agreement”) dated June 30, 2015 with TCA Global Credit Master Fund, LP (“TCA”) that was executed on June 30, 2015 and made effective as of November 25, 2015, which was to allow the Company to borrow up to $3,000,000. The Credit Agreement bears interest at 18%, compounded annually, and matured on January 25, 2017. The loan is secured against all existing and after-acquired tangible and intangible assets of the Company. In connection with the Credit Agreement, the Company issued 1,412 shares of common stock upon execution initially valued by TCA at $75,000 as an advisory fee payment, and is obligated to issue additional shares until TCA has recouped $75,000 from the sale of the shares. On November 25, 2015, the Company received $310,600, net of loan costs and fees of $39,400. On February 25, 2016, the Company repaid $26,838 of the loan. As of March 31, 2016, the TCA loan had a principal balance of $323,162. The Company recorded the advisory fee and loan cost and fees of $114,400 as a discount to the TCA note and will amortize the costs over the maturity of the note. Accordingly, the Company expensed $34,048 included in amortization of debt discount in the Statement of Operations presented herein.
A summary of the notes payable balance as of March 31, 2016 is as follows:
|
|
|
2016
|
|
Principal Balance
|
|
$
|
773,950
|
|
|
Unamortized discount
|
|
|
(80,352
|
)
|
|
Ending Balance, net
|
|
$
|
693,598
|
|
The following is a roll-forward of the Company’s notes payable and related discounts for the year ended March 31, 2016:
|
|
|
Principal
Balance
|
|
|
Debt
Discounts
|
|
|
Total
|
|
|
Balance March 31, 2015
|
|
$
|
430,788
|
|
|
$
|
-
|
|
|
$
|
430,788
|
|
|
New issuances
|
|
|
441,402
|
|
|
|
(114,400
|
)
|
|
|
327,002
|
|
|
Payments
|
|
|
(98,240
|
)
|
|
|
-
|
|
|
|
(98,240
|
)
|
|
Amortization
|
|
|
-
|
|
|
|
34,048
|
|
|
|
34,048
|
|
|
Balance at March 31, 2016
|
|
$
|
773,950
|
|
|
$
|
(80,352
|
)
|
|
$
|
693,598
|
|
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
On September 6, 2016, TCA commenced an action against the Company and the Company’s chief executive officer, Dr. Cellucci, as “validity guarantor,” filed in the Circuit Court of the 17
th
Judicial Circuit in and for Broward County, Florida, for amounts owed to TCA by the Company under their revolving credit agreement with the Company. On April 21, 2017, the Company, Dr. Cellucci and TCA executed a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $2,500 by April 30, 2017, $2,500 by May 31, 2017 and $405,357 on or before June 16, 2017. The Company has fully complied with its obligations under the settlement agreement, paying TCA all amounts owed thereunder within the times required, and the dispute has now been resolved.
6. Convertible notes payable
The Company accounted for the following Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation are initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective terms of the related notes.
On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company’s common stock, and based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. For the year ended March 31, 2016, the investor had converted a total of $142,495 of the face value and $13,440 of accrued interest into 120,984 shares of common stock. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $13,505 and $156,000, respectively.
On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs. As of March 31, 2016, the outstanding principal amount of the note was $156,000.
On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. For the year ended March 31, 2016, the investor had converted a total of $97,500 of the face value into 247,818 shares of common stock. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $58,500 and $156,000, respectively.
On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs. As of March 31, 2016, the outstanding principal amount of the note was $156,000.
On January 11, 2015, the Company entered in to a securities purchase agreement providing for the purchase of two convertible promissory notes in the aggregate principal amount of $52,000 each. One of the notes was funded on January 13, 2015, with the Company receiving $47,500 of net proceeds after payment of legal and origination expenses. The note bears interest at the rate of 8% per annum, is due and payable on January 9, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to 67% of the lowest closing bid price on the OTCQB during the 15 prior trading days. The second note, which was funded on August 7, 2015, has the same interest and conversion terms as the first note, but may be offset by a secured promissory note issued to the Company for $50,000, due on September 9, 2015, and accruing interest at the rate of 8% per annum. During the year ended March 31, 2016, the investor had converted a total of $52,000 of the face value and $3,357 of accrued interest into 82,604 shares of common stock. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $52,000.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
On January 19, 2015, the Company issued a convertible promissory note in the face amount of $100,000, which bears interest at the rate of 12% per annum, is due and payable on July 16, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to the lesser of (a) 55% of the lowest trading price during the 20 days preceding the execution of the note, or (b) 55% of the of the lowest traded price during the 20 trading days preceding conversion. The note was funded on January 28, 2015, with the Company receiving $93,000 of net proceeds after payment of legal and origination expenses. During the year ended March 31, 2016, the investor had converted a total of $41,177 of the face value and $0 of accrued interest into 202,075 shares of common stock. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $58,823 and $100,000, respectively.
On January 21, 2015, the Company issued a convertible promissory note in the face amount of $400,000, of which the Company is to assume $40,000 in original interest discount (“OID”), which together with any unpaid accrued interest is due two years after any funding of the note. The note is to be funded at the note holder’s discretion, and the initial tranche was funded on January 21, 2015, when the Company received cash in the amount of $50,000, and received an additional $25,000 on April 28, 2015. The note is pre-payable for 90 days without interest, and incurs a one-time interest charge of 12% thereafter. The note balance funded (plus a pro rata portion of the OID together with any unpaid accrued interest) is convertible into shares of Company common stock at a conversion price equal to the lesser of $0.08 or 60% of the lowest traded price during the 25 prior trading days. During the year ended March 31, 2016, the investor had converted a total of $67,885 of the face value and $6,667 of accrued interest into 115,055 shares of common stock. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $15,480 and $55,556, respectively.
On February 3, 2015, the Company issued a collateralized secured convertible promissory for a 10% convertible promissory note with an aggregate principal amount of $252,500, of which the company is to assume an OID of $22,500 and legal fees and other expenses totaling $5,000, which together with any unpaid accrued interest is due on November 3, 2015. The note is to be issued in tranches with an initial tranche of $87,500, of which the company received $75,000 on February 6, 2015, with the remaining $5,000 being used for legal and other expenses and the Company assuming $7,500 of the OID. This convertible note together with any unpaid accrued interest is convertible into shares of Company common stock at a conversion price equal to the 60% of the average of the lowest three closing bid prices during the 20 prior trading days. The remaining three tranches, which have not yet been funded, of $55,000 under the note will consist of $50,000 in principal and $5,000 of the OID, and may be offset by three $50,000 promissory notes issued in favor of the Company, accruing interest at 8% per annum and maturing on November 3, 2015. In conjunction with the convertible note issued by the Company and the three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $123,750 ($41,250 for the first warrant corresponding to funding on February 6, 2015, and $27,500 for the other three warrants corresponding to the future tranches of funding to the Company) divided by the conversion market price in the convertible note. The warrants have an exercise price of $0.10, subject to adjustment, and expire on January 3, 2020. Each of the warrants is only exercisable after the corresponding tranche of funding to the Company has been paid.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Therefore, the first warrant is currently exercisable, but the other three warrants are not. On or about September 17, 2015, the company added $27,832 in principal and $3,333 of fees as part of a true up add back. During the year ended March 31, 2016, the investor had converted a total of $71,853 of the face value and $5,383 of accrued interest into 2,808 shares of common stock, and had sold the note on November 12, 2015, to Carebourn Capital LP (“Carebourn”), and the Company issued Carebourn a replacement note of $47,808, as described below. As of March 31, 2016, and 2015, the outstanding principal amount of the note was $-0- and $84,167, respectively.
On February 10, 2015, the Company entered into an equity purchase agreement with a third-party investor dated February 6, 2015, whereby the third party agreed to purchase up to $1,800,000 of the Company’s common stock, to be registered in a Form S-1 registration statement. The agreement will have a one-year term unless sooner terminated because $1,800,000 of the Company’s common stock has already been sold to the investor. During the term, the Company will have the right to deliver up to two put notices per month requiring it to purchase up to a maximum of $75,000 of shares for a specific amount. The purchase price for the shares covered by the put notice shall be equal to 75% of the lowest closing bid price for the ten trading days immediately preceding clearing of the estimated put shares (defined below). The Company will deliver to the investor, simultaneously with delivery of a put notice, a number of shares equal to 120% of the investment amount divided by the closing price of the Company’s common stock on the day preceding the put notice date. The actual number of shares purchased by the investor for the investment amount shall then be calculated by dividing the investment amount by the put purchase price. Any excess estimated put shares shall then be returned to the Company. The number of Shares sold to the investor at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by the investor, would result in the investor owning more than 9.99% of all of the Company’s common stock then outstanding. Finally, as part of the equity purchase agreement, the investor is prohibited from executing any short sales of the Company’s common stock during the term of the equity purchase agreement.
On April 10, 2015, the Company issued a convertible note, with a face value of $105,000, of which the company was to assume an OID of $5,000, and stated interest of 10% to a third-party investor. The outstanding balance of this note was convertible into a variable number of the Company’s common stock, based on a conversion ratio of 65% of the lowest closing bid prices for 15 days prior to conversion. On October 12, 2015, the investor sold the note to Carebourn, and the Company issued Carebourn a replacement note of $110,351, as described below.
On August 17, 2015, the Company issued a convertible promissory note in the face amount of $325,000, which bears interest at the rate of 10% per annum, is due and payable on August 17, 2016, and may be converted at any time after funding into shares of Company common stock at a conversion price equals the lesser of $.02 or 70% of the closing trading prices immediately preceding the conversion date. In conjunction with the convertible note issued by the Company, the Company issued 2,064 warrants valued at $412,698. The warrants have an exercise price of $270, subject to adjustment, and expire on August 17, 2020. As of March 31, 2016, the outstanding principal amount of the note was $325,000.
On October 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $110,351, to Carebourn that replaces the convertible promissory note issued on April 10, 2015, with a face value of $105,000, and accrued interest of $5,351. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. During the year ended March 31, 2016, the investor had converted a total of $61,043 of the face value into 189,121 shares of common stock. As of March 31, 2016, the outstanding principal amount of the note was $34,308.
Also on October 12, 2015, Carebourn and the Company assigned $15,000 of the replacement issued to Carebourn, to More Capital. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. As of March 31, 2016, the investor had converted a total of $12,950 of the face value into 28,726 shares of common stock. As of March 31, 2016, the outstanding principal amount of the note was $2,050.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
On October 26, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 10% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. As of March 31, 2016, the outstanding principal amount of the note was $110,000.
On October 27, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 8% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. As of March 31, 2016, the outstanding principal amount of the note was $110,000.
On November 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $47,808, to Carebourn that replaces the collateralized secured convertible promissory issued on February 3, 2015, that had a remaining face value of $43,479 and accrued interest of $4,326. The replacement note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. As of March 31, 2016, the outstanding principal amount of the note was $47,808.
On November 27, 2015, the Company issued a convertible note for legal services previously provided with a face value of $27,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. As of March 31, 2016, the outstanding principal amount of the note was $27,000.
On January 5, 2016, the Company issued a convertible note for legal services previously provided with a face value of $20,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. As of March 31, 2016, the outstanding principal amount of the note was $20,000.
On February 4, 2016, the Company issued a convertible note, with a face value of $82,500 and stated interest of 8% to a third-party investor, LG Capital, of which the company was to assume an OID of $7,500, and stated interest of 8% to a third-party investor. The outstanding balance of this note was convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. As of March 31, 2016, the outstanding principal amount of the note was $82,500.
On February 8, 2016, the Company issued a convertible note, with a face value of $80,000 and stated interest of 10% to a third-party investor, Carebourn Capital, of which the company was to assume an original issue discount of $5,000. The outstanding balance of this note was convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of November 8, 2016. As of March 31, 2016, the outstanding principal amount of the note was $80,000.
On March 24, 2016, the Company issued a convertible note, with a face value of $19,000 and stated interest of 10% to a third-party investor, Carebourn Capital, of which the company received $16,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of December 24, 2016. As of March 31, 2016, the outstanding principal amount of the note was $19,000.
On March 24, 2016, the Company issued a convertible note, with a face value of $18,000 and stated interest of 10% to a third-party investor, of which the company received $15,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of December 24, 2016. As of March 31, 2016, the outstanding principal amount of the note was $18,000.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
A summary of the convertible notes payable balance as of March 31, 2016 and 2015 is as follows:
|
|
|
2016
|
|
|
2015
|
|
|
Principal Balance
|
|
$
|
1,385,974
|
|
|
|
603,723
|
|
|
Unamortized discount
|
|
|
(531,578
|
)
|
|
|
(437,155
|
)
|
|
Ending Balance, net
|
|
$
|
854,396
|
|
|
|
166,568
|
|
The following is a roll-forward of the Company’s convertible notes and related dicounts for the year ended March 31, 2016:
|
|
|
Principal
Balance
|
|
|
Debt
Discounts
|
|
|
Total
|
|
|
Balance March 31, 2015
|
|
$
|
603,723
|
|
|
$
|
(437,155
|
)
|
|
$
|
166,568
|
|
|
New issuances
|
|
|
1,329,123
|
|
|
|
(1,262,085
|
)
|
|
|
67,038
|
|
|
Conversions
|
|
|
(546,872
|
)
|
|
|
-
|
|
|
|
(546,872
|
)
|
|
Amortization
|
|
|
-
|
|
|
|
1,167,662
|
|
|
|
1,167,662
|
|
|
Balance at March 31, 2016
|
|
$
|
1,385,974
|
|
|
$
|
(531,578
|
)
|
|
$
|
854,396
|
|
7. Derivative liabilities
The Company determined that the conversion feature of the convertible notes represented an embedded derivative since the Notes were convertible into a variable number of shares upon conversion. Accordingly, the notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount was being amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liability for derivative contracts were recorded in other income or expenses in the consolidated statements of operations at the end of each period, with the offset to the derivative liability on the balance sheet.
The Company valued the derivative liabilities at March 31, 2016, at $1,955,721. The Company used the Monte Carlo valuation model with a risk-free interest rates from .00% to 1.76%, volatility from 107.95% to 649.04%, trading prices from $.0004 to $.235 per share and conversion prices from $.0002 to $.407 per share.
A summary of the derivative liability balance as of March 31, 2016 and 2015 is as follows:
|
|
|
2016
|
|
|
2015
|
|
|
Beginning Balance
|
|
$
|
824,763
|
|
|
$
|
-0-
|
|
|
Initial Derivative Liability
|
|
|
2,234,601
|
|
|
|
1,565,172
|
|
|
Notes Converted
|
|
|
(1,073,407
|
)
|
|
|
(907,005
|
)
|
|
Notes sold
|
|
|
(185,598
|
)
|
|
|
-0-
|
|
|
Fair Value Change
|
|
|
155,362
|
|
|
|
166,596
|
|
|
Ending Balance
|
|
$
|
1,955,721
|
|
|
$
|
824,763
|
|
8. Stockholders’ Deficit
Common stock
On October 23, 2015, the Company amended its Articles of Incorporation to increase the number of authorized shares of Common Stock from five hundred million (500,000,000) shares to five billion (5,000,000,000) shares with no par value. On May 31, 2016, the registrant filed Articles of Amendment to increase the number of shares of common stock the corporation is authorized to issue to 10,000,000,000.
On June 17, 2016, the Financial Industry Regulatory Authority (“FINRA”) announced the registrant’s 1:2,500 reverse stock split of the registrant’s common stock. The reverse stock split took effect on June 20, 2016.As of March 31, 2016, there are 998,236 shares of common stock issued and outstanding and 1,221 shares of common stock to be issued.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
During the year ended March 31, 2016, the Company issued 989,180 shares of common stock for conversion of $546,872 of principal and $28,847of accrued interest, for a total of $575,719.
During the year ended year ended March 31, 2016, the Company issued 1,412 shares of common stock for fees, pursuant to a debt agreement. The shares were valued at $75,000 (see Note 5).
During the year ended year ended March 31, 2016, the Company issued 59 shares of common stock for the shares of common stock to be issued that were outstanding as of March 31, 2015. The shares were valued at $55,480.
During the year ended year ended March 31, 2016, the Company issued 14 shares of common stock in exchange for legal services valued at $9,000.
On June 15, 2015, the Company issued 856 shares of common stock to Global pursuant to a settlement agreement (see Note 4 and below).
During the year ended March 31, 2015, the Company effected the following stock transactions:
During the year ended March 31, 2015, the company cancelled 384 shares of common stock.
During the year ended March 31, 2015, the company issued 1,196 shares of common stock for debt conversions with a value of $507,316.
During the year ended March 31, 2015 the company issued 164 shares of common stock for compensation valued at $421,558. The per share price of the shares ranged from $750 to $4,750.
During the year ended March 31, 2015, the Company entered into private placement subscription agreements that offered a total of 59 units for a value of $147,000, or $2,500 per unit. Each unit consists of one (1) share of the Company’s common stock, and one-half (1/2) common stock purchase Warrant. One full warrant entitles the holder to purchase one (1) share of the Corporation’s common stock at a price of $3,750 per share at any time within a 12 month period from the date of closing.
During the year ended March 31, 2015, the Company issued 14 shares of common stock in exchange for legal services valued at $14,447.
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 .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, 2016, there are no shares of Series A Preferred Stock outstanding. Share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split.
On June 15, 2015. pursuant to the Settlement Agreement with Global (see Note 4), Global returned 2,377,500 shares of Series A Convertible Preferred Stock to the Company and the Company issued 856 shares of common stock to Global.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
On July 20, 2015, the Company entered into a Settlement Agreement (the “Micro-Tech Settlement Agreement”) with Micro-Tech Industries, Ltd., lender and preferred shareholder of the Company (“Micro-Tech”). Micro-Tech owns 839,500 shares of the Company’s shares of Series A Convertible Preferred Stock. Pursuant to the Micro-Tech Settlement Agreement, Micro-Tech agreed to immediately return the 839,500 shares of Series A Preferred Stock to the Company for cancellation and the Company agreed to issue 319 shares of common stock to Micro-Tech.
Also on July 20, 2015, the Company entered into a Settlement Agreement (the “Whonon Settlement Agreement”) with Whonon Trading S. A., lender and preferred shareholder of the Company (“Whonon”). Whonon owns 1,783,000 shares of the Company’s shares of Series A Convertible Preferred Stock. Pursuant to the Whonon Settlement Agreement, Whonon agreed to immediately return the 1,783,000 shares of Series A Preferred Stock to the Company for cancellation and the Company agreed to issue 678 shares of common stock to Whonon. As of March 31, 2016, Micro-Tech and Whonon have not yet tendered their preferred stock certificates for cancellation and the Company has not issued the shares of common stock. As of March 31, 2016, the Company has included 997 shares as common stock to be issued.
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 .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, 2016, there are 264,503 shares of Series B Preferred Stock outstanding.
On June 2, 2015, the Company entered into an Asset Purchase Agreement with Dependable Critical Infrastructure, Inc., f/k/a DTREDS Consolidated Inc., a Delaware corporation (“DCI”), and Viking Telecom Services, LLC, a Minnesota limited liability company (“Viking”). Pursuant to the Agreement, the parties agreed that the Company would purchase assets of DCI relating to Viking which DCI had acquired from Viking (general intangibles, including contract rights, office furniture totaling $7,392, IBM server, 2011 Chevrolet Silverado 2500 Diesel truck for $35,608, and accounts receivable after January 1, 2015 totaling $0), in consideration of the Company (1) assuming limited liabilities associated with Viking (loan payment for Chevrolet truck with a principal balance of $36,202, loan payment to Joshua Claybaugh of $5,000 per month for 11 months totaling $55,000), (2) issuing the owners of DCI a total of 2,489 shares of Company common stock valued at $740,000, and (3) paying DCI $200,000, which was paid on June 19, 2015, and an initial deposit of $59,204. Since the Company’s CEO owned approximately 30% of DCI, the Company recorded a loss on the acquisition of $1,044,817 for the year ended March 31, 2016. On July 9, 2015, the Company issued a total of 1,208 and reserved 224 shares of common stock and 264,503 shares of Series B Preferred Stock to the owners of DCI. The shares of Series B Preferred Stock are convertible into 1,048 shares of common stock (ignoring the 4.9% conversion limitation in the Series B designation of rights). The 224 shares reserved for issuance are included in common stock to be issued as of March 31, 2016.
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 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 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, 2016, 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. 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 Company determined that fair value of the 223,768 shares issued to the Company’s CEO was $208,951. 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.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Stock Options
On July 23, 2015 (the “Grant Date”), the Company granted non-qualified stock options to two of its directors as compensation for their services. The directors are entitled to purchase a total of thirty (30) shares each of restricted common stock for a price equal to $250.00 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12-month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the “Vesting Period”). As of March 31, 2016, none of the options have been exercised. The total fair value of these options at the date of grant was estimated to be $15,750 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk-free interest rate of 2.28%, a dividend yield of 0% and expected volatility of 230.55%. For the year ending March 31, 2016, the Company has included $11,813 as stock based compensation expense based on 75% of 60 options vested.
On August 26, 2015 (the “Grant Date”), the Company granted non-qualified stock options to a member of its board of directors as compensation for his services. The director is entitled to purchase a total of thirty (30) shares of restricted common stock for a price equal to $250.00 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12-month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the “Vesting Period”). As of March 31, 2016, none of the options have been exercised. The total fair value of these options at the date of grant was estimated to be $5,775 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk-free interest rate of 2.18%, a dividend yield of 0% and expected volatility of 230.25%. For the year ending March 31, 2016, the Company has included $4,331 as stock based compensation expense based on 75% of 30 options vested.
|
|
|
Number of
Options
|
|
|
Weighted-
Average
Exercise Price
per share
|
|
|
Weighted-
Average
Remaining
Life (Years)
|
|
|
Balance March 31, 2014
|
|
|
12
|
|
|
$
|
7,500
|
|
|
|
7.88
|
|
|
Outstanding at March 31, 2015
|
|
|
12
|
|
|
$
|
7,500
|
|
|
|
6.88
|
|
|
Granted
|
|
|
90
|
|
|
$
|
250
|
|
|
|
10.0
|
|
|
Outstanding at March 31, 2016
|
|
|
102
|
|
|
$
|
1,103
|
|
|
|
8.94
|
|
|
Exercisable at March 31, 2016
|
|
|
80
|
|
|
$
|
1,337,509
|
|
|
|
-
|
|
The following table summarizes stock option information as of March 31, 2016:
|
Exercise Prices
|
|
|
Outstanding
|
|
|
Weighted Average Contractual Life
|
|
Exercisable
|
|
|
$
|
7,500
|
|
|
|
|
12
|
|
|
5.8 Years
|
|
|
12
|
|
|
$
|
250
|
|
|
|
|
90
|
|
|
9.6 Years
|
|
|
78
|
|
|
|
Total
|
|
|
|
|
102
|
|
|
8.9 Years
|
|
|
90
|
|
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Warrants
On March 27, 2015, the Company granted a non-qualified cashless stock warrant to its officer as compensation for his services. The officer is entitled to purchase a total of one thousand two hundred (1,200) shares of restricted common stock for a price equal to $750.00 per share (Exercise Price), exercisable over a five-year period thereafter. The total fair value of these options at the date of grant was estimated to be $813,827 and was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk-free interest rate of 1.42%, a dividend yield of 0% and expected volatility of 207.12%. $813,827 was recorded as stock based compensation expense for the year ended March 31, 2015 based on the 1,200 warrants vesting. As of March 31, 2016, the warrants to purchase 1,200 shares of common stock are outstanding and exercisable.
During the year ended March 31, 2015, the Company entered into a private placement subscription agreement that offers a total of 59 units for a value of $147,000, or $250.00 per unit. Each unit consists of one (1) share of the Company’s common stock, and one-half (1/2) common stock purchase warrant. One full warrant entitles the holder to purchase one (1) share of the Corporation’s common stock at a price of $3,750.00 per share at any time within a 12-month period from the date of closing. Warrants to purchase 29 shares of common stock were issued during the year ended March 31, 2015, and expired during the year ended March 31, 2016.
On February 3, 2015, and in conjunction with the convertible note issued by the Company and the three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $123,750 ($41,250 for the first warrant corresponding to funding on February 6, 2015, and $27,500 for the other three warrants corresponding to the future tranches of funding to the Company) divided by the conversion market price in the convertible note. The warrants have an exercise price of $2,500.00, subject to adjustment, and expire on January 3, 2020. Each of the warrants are only exercisable after the corresponding tranche of funding to the Company has been paid. During the year ended March 31, 2016, warrants to purchase 37 shares of common stock were cancelled as part of a debt settlement.
On August 17, 2015, the Company issued 2,063 warrants in conjunctions with a convertible note issued by the Company with an estimated value of $412,698. The warrants have an exercise price of $270.00, subject to adjustment, and expire on August 17, 2020. As of March 31, 2016, the warrants to purchase 2,063 shares of common stock are outstanding and exercisable.
The total fair value of these warrants at the date of grant was estimated to be $453,948 and was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk-free interest rate of 1.28%to 1.58%, a dividend yield of 0% and expected volatility of 191.21% to 209.94%. $453,948 was recorded as derivative expense as of the date of issuance and as of March 31, 2016, a derivative liability of $1,029 is reflected on the balance sheet.
|
|
|
Number of Warrants
|
|
|
Weighted-
Average
Exercise Price
per share
|
|
|
Weighted-
Average
Remaining
Life (Years)
|
|
|
Outstanding at March 31, 2014
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
1,266
|
|
|
$
|
870
|
|
|
|
5.00
|
|
|
Outstanding at March 31, 2015
|
|
|
1,266
|
|
|
$
|
870
|
|
|
|
5.00
|
|
|
Granted
|
|
|
2,063
|
|
|
$
|
270
|
|
|
|
5.00
|
|
|
Cancelled/expired
|
|
|
(66
|
)
|
|
$
|
(3,049
|
)
|
|
|
-
|
|
|
Outstanding at March 31, 2016
|
|
|
3,263
|
|
|
$
|
446
|
|
|
|
4.24
|
|
|
Exercisable at March 31, 2016
|
|
|
3,263
|
|
|
$
|
446
|
|
|
|
4.24
|
|
9. Income Taxes
The Company has a deferred tax asset as shown in the following:
|
|
|
2016
|
|
|
2015
|
|
|
Deferred tax asset:
|
|
|
|
|
|
|
|
Tax loss carryforward
|
|
$
|
3,833,589
|
|
|
$
|
3,163,345
|
|
|
Stock and warrant compensation
|
|
|
704,167
|
|
|
|
-
|
|
|
Depreciation and amortization
|
|
|
710,023
|
|
|
|
-
|
|
|
Derivative expense
|
|
|
518,139
|
|
|
|
-
|
|
|
Other
|
|
|
461,558
|
|
|
|
-
|
|
|
Valuation allowance
|
|
|
(6,227,476
|
)
|
|
|
(3,163,345
|
)
|
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
A valuation allowance has been recognized to offset the deferred tax assets because realization of such assets is uncertain.
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:
|
|
|
2016
|
|
|
2015
|
|
|
Tax benefit at statutory rates
|
|
$
|
3,064,131
|
|
|
$
|
260,759
|
|
|
Change in valuation allowance
|
|
$
|
(3,064,131
|
)
|
|
$
|
(260,759
|
)
|
|
Net provision for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Reconciliation of the differences between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended March 31, 2016 and 2015 is as follows:
|
|
|
2016
|
|
|
2015
|
|
|
Income tax expense (benefit) at federal statutory rate
|
|
|
(34.00
|
)%
|
|
|
(35.00
|
)%
|
|
State taxes, net of federal benefit
|
|
|
(4.63
|
)
|
|
|
-
|
|
|
Change in valuation allowance
|
|
|
38.63
|
%
|
|
|
35.00
|
%
|
The Company has net operating loss carry-forwards of approximately $11,275,000 at March 31, 2016 that expire beginning in 2025. However, utilization of these losses may be limited pursuant to Section 382 of the Internal Revenue Code due to a recapitalization and subsequent stock issuances.
10. 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 April 13, 2015, the Company was served with a lawsuit filed by an individual residing in the State of California against the Company and numerous other defendants, with a cause of action against the Company for its alleged participation in sending “spam” emails to the individual. The Company did not participate in sending any emails to the individual, retained California litigation counsel, and filed a demurrer in California. On, or about, June 3, 2015, the Company entered into a settlement agreement, and the case against the Company was subsequently dismissed with prejudice. Pursuant to the settlement agreement the Company paid $7,500.
On January 27, 2016, one of the Company’s creditors, JSJ Investments Inc. (“JSJ”), sent a demand for payment of amounts allegedly owed by the Company to JSJ pursuant to a convertible note dated January 19, 2015, in the original principal amount of $100,000, and threatening potential legal action against the Company. Since that time, JSJ has continued to convert the note into shares of common stock, and the parties are currently negotiating a settlement of remaining amounts due under the note.
On September 6, 2016, TCA commenced an action against the Company and the Company’s chief executive officer, Dr. Cellucci, as “validity guarantor,” filed in the Circuit Court of the 17
th
Judicial Circuit in and for Broward County, Florida, for amounts owed to TCA by the Company under their revolving credit agreement with the Company. On April 21, 2017, the Company, Dr. Cellucci and TCA executed a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $2,500 by April 30, 2017, $2,500 by May 31, 2017 and $405,357 on or before June 16, 2017. The Company has fully complied with its obligations under the settlement agreement, paying TCA all amounts owed thereunder within the times required, and the dispute has now been resolved.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
11. Subsequent Events
On June 17, 2016, the Financial Industry Regulatory Authority (“FINRA”) announced the Company’s 1:2,500 reverse stock split of the Company’s common stock. The reverse stock split took effect on June 20, 2016. All share amounts for all periods presented have been retroactively adjusted to reflect the reverse stock split.
From April 1, 2016 through July 17, 2017, the Company has issued 6,757,316,586 shares of common stock in satisfaction of $774,925 and $127,154 of principal and accrued interest, respectively, pursuant to conversion notices received by the Company from convertible debt holders.
On August 1, 2016, the Company entered into a consulting agreement with YKTG, LLC (“YKTG”), pursuant to which YKTG would, in consideration of the issuance of 10,000,000 shares of Company common stock, assist in the selection and management of subcontractors for new and forthcoming POs from major telecom carries (Verizon, Sprint, AT&T, etc.), offer PMO skills, systems, tools, and advice to the Company and the Company’s strategic alliance partners, provide sales personnel and management to assist the Company with obtaining additional telecom purchase orders, provide sales leads for government telecom applications, assist the Company to drive sales for its existing “IDIQ” contracts, and assist the Company in updating its five-year strategic business plan. On August 3, 2016, the Company issued 10,000,000 shares to YKTG.
On August 8, 2016, the Company entered into a new Master Subcontract Agreement and $8,400,000 purchase order with YKTG clarifying the terms of the Company’s previous agreement and purchase orders with YKTG for decommissioning tower services for a major telecom carrier, the identity of which the Company was unable to disclose pursuant to the prior agreements.
On August 11, 2016, the Company received a $438,000 purchase order from JWH Telecommunications Inc. relating to radio-swap tower services in Ohio.
On August 11, 2016, the Company received a $2,109,942 purchase order from JWH Telecommunications Inc. relating to LTE tower services.
On April 11, 2016, the Company issued a convertible note, with a face value of $18,889 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received proceeds of $13,000 on April 28, 2016, of $13,000, after disbursements for the lender’s transaction costs, fees, and expenses.
On June 3, 2016, the Company issued a convertible note, with a face value of $42,350 and stated interest of 12% to a third-party investor. The note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received proceeds on June 3, 2016, of $35,000, after disbursements for the lender’s transaction costs, fees, and expenses. The note also requires 177 daily payments of $239 per day via ACH.
On September 6, 2016, TCA commenced an action against the Company and the Company’s chief executive officer, Dr. Cellucci, as “validity guarantor,” filed in the Circuit Court of the 17
th
Judicial Circuit in and for Broward County, Florida, for amounts owed to TCA by the Company under their revolving credit agreement with the Company. On April 21, 2017, the Company, Dr. Cellucci and TCA executed a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $2,500 by April 30, 2017, $2,500 by May 31, 2017 and $405,357 on or before June 16, 2017. The Company has fully complied with its obligations under the settlement agreement, paying TCA all amounts owed thereunder within the times required, and the dispute has now been resolved.
On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six month anniversary of the note the conversion price shall have ceiling of $0.0005. The three convertible notes were funded on May 1, 2017, when the Company received proceeds of $111,625, excluding transaction costs, fees and expenses.
BRAVATEK SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. . Beginning on the six month anniversary of the note the conversion price shall have ceiling of $0.0005.The three convertible notes were funded on April 28, 2017 and May 3, 2017, when the Company received proceeds of $85,000 and $26,625, respectively, after disbursements for the lender’s transaction costs, fees and expenses.
On May 2, 2017, the Company issued a convertible note for legal services previously provided with a face value of $23,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion.
On May 3, 2017, the Company issued a convertible promissory note, with a face value of $124,775 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note was funded on May 4, 2017, when the Company received proceeds of $100,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires 240 daily payments of $520 per day via ACH.
On June 6, 2017, the Company entered into a Strategic Alliance Agreement with HelpComm, Inc. (“HelpComm”), a telecom construction services corporation located in Manassas, Virginia, pursuant to which (i) the Company will provide at least $200,000 in business expansion funding to HelpComm within ten (10) business days of execution of the agreement, and 40% of profits from services performed by HelpComm pursuant to receipt of the expansion funding from the Company will be allotted to the Company, (ii) the Company will provide HelpComm up to an additional $100,000 of expansion funding per fiscal quarter, (ii) HelpComm will provide job-related purchase orders to the Company for administration, accounting and fund distribution, (iii) the Company will provide project management and sales services to HelpComm, and (iv) the parties will support each other’s marketing and promotional efforts. The Company remitted the $200,000 to HelpComm on June 26, 2017.
On June 8, 2017, the Company issued to a third-party investor a convertible promissory note for $140,750 and a back end convertible note for 140,750. The notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six month anniversary of the note the conversion price shall have ceiling of $0.0005.The note was funded on June 15, 2017, when the Company received proceeds of $135,000, after disbursements for the lender’s transaction costs, fees and expenses.
On June 8, 2017, the Company issued to a third-party investor a convertible promissory note for $140,750 and a back end convertible note for 140,750. The notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six month anniversary of the note the conversion price shall have ceiling of $0.0005.The note was funded on June 15, 2017, when the Company received proceeds of $135,000, after disbursements for the lender’s transaction costs, fees and expenses.
On June 9, 2017, the Company issued a convertible promissory note, with a face value of $165,025 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note was funded on May 12, 2017, when the Company received proceeds of $135,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires 240 daily payments of $680 per day via ACH.
On June 23, 2017, the Company issued a convertible promissory note, with a face value of $262,775 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note, convertible into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note was funded on June 23, 2017, when the Company received proceeds of $220,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires 180 daily payments of $1,460 per day via ACH.