UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

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

For the transition period from ____________ to ____________

Commission File Number: 000-53489

Bravatek Solutions, Inc.

(Exact name of registrant as specified in its charter)

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

2028 E Ben White Blvd, #240-2835

Austin, TX 78741

(Address of principal executive offices)

866-204-6703

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

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(db) of the ~~Securities Exchange~~ Act: ~~of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~None. ~~x Yes ¨ No~~

~~Indicate~~Title byof ~~check~~each ~~mark~~class ~~whether~~Trading ~~the~~Symbol ~~registrant~~Name ~~has~~of ~~submitted~~each ~~electronically~~exchange ~~and posted~~ on ~~its~~which ~~corporate~~registered ~~Web~~Not site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ Noapplicable

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer,~~Section 13 or a15(d) ~~smaller~~of ~~reporting~~the ~~company.~~Securities ~~See~~Exchange Act of 1934 during the ~~definitions~~preceding of12 ~~“large~~months ~~accelerated~~(or ~~filer,”~~for ~~“accelerated~~shorter ~~filer”~~period ~~and~~that ~~smaller~~the ~~reporting~~registrant ~~company”~~was inrequired ~~Rule~~to ~~12b-~~file such reports), and (2) ofhas been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. ¨ Yes x No

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non~~has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~(§232.405 ¨of ~~Smaller~~this ~~reporting~~chapter) ~~company~~during xthe preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant ~~Emerging~~was ~~growth~~required ~~company~~to submit and post such files). ¨ Yes x No

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

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

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

As of ~~November~~June 2824, ~~2018~~2019, the Company had 10 1,~~182~~363,~~694,590~~315 issued and outstanding shares of common stock.

BRAVATEK SOLUTIONS, INC.

INDEX

		~~Page~~	Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017 (unaudited)			3
	Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 (unaudited)		3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018, and 2017 (unaudited)			4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2019, and 2018 (unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018, and 2017 (unaudited)			5
	Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2019, and 2018 (unaudited)		5
	Notes to Condensed Financial Statements (unaudited)			6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019, and 2018 (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
	Notes to Condensed Financial Statements (unaudited)		7
Item 3.	Quantitative and Qualitative Disclosures about Market Risks			35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 4.	Controls and Procedures			36
Item 3.	Quantitative and Qualitative Disclosures about Market Risks		29
PART II. OTHER INFORMATION
Item 4.	Controls and Procedures		30
Item 1.	Legal Proceedings			37
PART II. OTHER INFORMATION
Item 1A.	Risk Factors			37
Item 1.	Legal Proceedings		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 1A.	Risk Factors		31
Item 3.	Defaults Upon Senior Securities			38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 4.	Mine Safety Disclosures			38
Item 3.	Defaults Upon Senior Securities		32
Item 5.	Other Information			38
Item 4.	Mine Safety Disclosures		32
Item 6.	Exhibits			38
Item 5.	Other Information		32
SIGNATURES				41
Item 6.	Exhibits		33
SIGNATURES			35

2 ~~Table of Contents~~

BRAVATEK SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(~~Unaudited~~unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2018			2017
	2019			2018
ASSETS
CURRENT ASSETS
Cash	$	~~8,713~~-		$	~~189~~14,~~357~~094
Accounts receivable		261,164			24,897
Accounts receivable, net		-			27,836
Prepaid expenses and other current assets		~~252~~59,~~671~~805			4870,~~080~~126
Work in process		351,730			-
TOTAL CURRENT ASSETS		59,805			112,056
TOTAL CURRENT ASSETS		874,278			262,334
Property and equipment, net		10,332			12,591
Property and equipment, net		252,253			21,634
TOTAL ASSETS	$	70,137		$	124,647
Intangible assets, net		1,685,705			133,929
LIABILITIES AND STOCKHOLDERS' DEFICIT
Goodwill		1,339,259			-
TOTAL ASSETS	$	4,151,495		$	417,897
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Convertible notes payable, net of discounts	$	1,201,584		$	797,797
Bank overdraft	$	11,432		$	-
Notes payable		903,000			830,788
Convertible notes payable, net of discounts		1,632,466			1,415,845
Revolving line of credit		385,667			-
Notes payable		830,788			830,788
Bank term loans, current portion		98,848			-
Accounts payable and accrued liabilities		279,649			225,721
Bank overdraft		17,089
Accounts payable, related party		420,005			367,432
Accounts payable and accrued liabilities		1,003,796			64,023
Accrued interest		459,503			416,646
Accounts payable, related party		463,372			318,179
Derivative liabilities		3,556,075			5,540,889
Accrued interest		418,505			335,258
TOTAL CURRENT LIABILITIES		7,189,918			8,797,321
Capital leases payable		6,816			-
COMMITMENTS AND CONTINGENCIES
Derivative liabilities		1,823,178			5,331,567
STOCKHOLDERS' DEFICIT
Contract liability		86,232			-
Series A convertible preferred stock (5,000,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		-			-
TOTAL CURRENT LIABILITIES		6,408,087			7,677,612
Series B preferred stock (350,000 shares authorized; par value $0.0001, 264,503 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		26			26
LONG-TERM LIABILITIES:
Series C preferred stock (1,000,000 shares authorized; par value $0.0001, 319,768 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		32			32
Notes payable		115,173			-
Series D preferred stock (60,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		-			-
Bank term loans, net of current portion		155,944			-
Series E preferred stock (1 share authorized; par value $0.0001, 1 share issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		-			-
Series D convertible preferred stock (60,0000 shares authorized and issued)		1,440,000			-
Common stock (10,600,000,000 shares authorized; no par value; 1,321,650 and 986,667 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		6,757,310			6,668,410
TOTAL LIABILITIES		8,119,204			7,677,612
Common stock to be issued (1,221 shares issuable at March 31, 2019 and December 31, 2018, respectively)		66,917			66,917
COMMITMENTS AND CONTINGENCIES (Note 12)
Additional paid in capital		22,417,732			22,186,887
STOCKHOLDERS’ DEFICIT
Accumulated deficit		(36,361,798	)		(37,594,946	)
Series A convertible preferred stock (5,000,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at September 30, 2018, and December 31, 2017)		-			-
TOTAL STOCKHOLDERS' DEFICIT		(7,119,781	)		(8,672,674	)
Series B preferred stock (350,000 shares authorized; par value $0.0001, 264,503 shares issued and outstanding at September 30, 2018, and December 31, 2017)		26			26
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	70,137		$	124,647
Series C preferred stock (1,000,000 shares authorized; par value $0.0001, 319,768 shares issued and outstanding at September 30, 2018, and December 31, 2017)		32			32
Common stock (10,600,000,000 shares authorized; no par value; 9,266,957,705 and 8,040,670,036 shares issued and outstanding at September 30, 2018, and December 31, 2017, respectively)		7,523,410			5,385,977
Common stock to be issued (1,221 shares issuable at September 30, 2018, and December 31, 2017)		66,917			66,917
Additional paid in capital		21,192,728			17,370,682
Accumulated deficit		(32,748,933	)		(30,083,349	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,965,820	)		(7,259,715	)
Noncontrolling interest		(1,889	)		-
TOTAL EQUITY		(3,967,709	)		(7,259,715	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,151,495		$	417,897

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

Table of Contents

BRAVATEK SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~Unaudited~~unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	Three Months Ended March 31,
	2018			2017			2018			2017
	2019			2018
REVENUES
				(restated)
Sales, other	$	662,199		$	75,498		$	2,480,559		$	75,498
REVENUES
Sales, related party		-			-			24,837			-
Sales, other	$	620		$	-
Total sales		662,199			75,498			2,505,396			75,498
Sales, related party		85,750			24,837
Cost of services		474,469			2,203			1,923,000			3,286
Total sales		86,370			24,837
GROSS PROFIT (LOSS)		187,730			73,295			582,396			72,212
Cost of services		194			2,314
OPERATING EXPENSES
GROSS PROFIT		86,176			22,523
Management fees and expenses, related parties		156,284			57,000			2,782,189			170,500
OPERATING EXPENSES
Wages and employee expenses		144,251			-			234,526			-
Selling expenses		5,277			10,300
Advertising and promotion		52,188			3,200			52,888			6,800
General and administrative		209,867			230,082
Rent, related party		43,547			-			109,261			-
Research and development		-			10,000
General and administrative		116,216			25,249			466,061			64,204
TOTAL OPERATING EXPENSES		215,144			250,382
Research and development		15,000			900			31,750			5,400
OPERATING LOSS		(128,968	)		(227,859	)
Professional fees		48,781			105,038			184,357			159,872
OTHER INCOME (EXPENSES)
Amortization and depreciation		189,259			57,415			496,364			85,392
Interest expense		(57,916	)		(49,635	)
TOTAL OPERATING EXPENSES		765,526			248,802			4,357,396			492,168
Loss on investment in joint venture		-			(20,000	)
OPERATING LOSS		(577,796	)		(175,507	)		(3,775,000	)		(419,956	)
Other income		(31,609	)		1,505
OTHER INCOME (EXPENSES)
Loss on rescinded acquisition		-			(150,000	)
Interest expense		(67,379	)		(72,925	)		(185,230	)		(367,394	)
Gain (loss) on fair value of derivatives		1,753,969			13,770
Interest expense related party		-			(2,600	)		-			(8,806	)
Gain (loss) on extinguishment of debt		-			(20,000	)
Other income		33,015			-			45,963			-
Amortization of debt discount		(302,328	)		(614,096	)
Gain (loss) on fair value of derivatives		428,696			(8,454,754	)		3,037,949			(15,898,666	)
TOTAL OTHER INCOME (EXPENSE), NET		1,362,116			(838,456	)
Gain (loss) on extinguishment of debt		-			63,727			(23,021	)		63,727
NET INCOME (LOSS)	$	1,233,148		$	(1,066,315	)
Amortization of debt discount		(370,809	)		(501,347	)		(1,768,134	)		(695,777	)
EARNINGS (LOSS) PER SHARE BASIC
TOTAL OTHER INCOME (EXPENSE), NET		23,523			(8,967,899	)		1,107,527			(16,906,916	)
Basic	$	1.06		$	(1.26	)
NET LOSS		(554,273	)		(9,143,406	)		(2,667,473	)		(17,326,872	)
Diluted	$	0.12		$	(1.26	)
Less: net loss attributed to noncontrolling interst		(1,473	)		-			(1,889	)		-
WEIGHTED AVERAGE SHARES OUTSTANDING
Net loss attributable to Bravatek Solutons, Inc.	$	(552,800	)	$	(9,143,406	)	$	(2,665,584	)	$	(17,326,872	)
Basic		1,168,073			844,722
LOSS PER SHARE BASIC
Diluted		10,034,698			844,722
Basic and duiuted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted		9,345,717,549			7,172,974,769			8,966,144,967			4,701,544,105

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

Table of Contents

BRAVATEK SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS' ~~FLOWS~~DEFICIT

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

	For the Nine Months Ended September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Bravatek Solutions, Inc.	$	(2,665,584	)	$	(17,326,872	)
Net loss attributable to noncontrolling interest		(1,889	)		-
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		496,364			85,392
Non-cash interest and fees		-			72,504
Gain on extinguishment of debt		23,021			(63,727	)
Preferred stock issued as compensation		2,333,140			-
Amortization of debt discounts		1,768,134			695,777
(Gain) loss on fair value of derivatives		(3,037,949	)		15,898,666
Changes in operating assets and liabilities:					-
Accounts receivable		150,697			(65,498	)
Prepaid expenses and other current assets		(201,838	)		-
Work in progress		(61,489	)		-
Accounts payable and accrued liabilities		267,860			47,672
Accounts payable and accrued liabilities, related party		145,193			93,381
Contract liability		61,476			-
NET CASH USED IN OPERATING ACTIVITIES		(722,864	)		(562,705	)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment		(10,193	)		-
Cash acquired in HelpComm acquisition		46,910			-
Purchase of intangible assests		(90,742	)		(200,000	)
NET CASH USED IN INVESTING ACTIVITIES		(54,025	)		(200,000	)
CASH FLOWS FROM BY FINANCING ACTIVITIES
Payments of principal on notes and leases payable		(69,961	)		(332,162	)
Payments of principal on convertible notes payable		(95,111	)		(268,782	)
Proceeds from issuance of convertible debt , net		842,002			1,602,030
Proceeds from loan-related party		-			11,301
Bank overdraft		17,089			-
Repayment of loan-related party		-			(38,151	)
Payments of principal on bank term notes payable		(67,952	)		-
Proceeds from revolving line of credit		626,600			-
Payments of revolving line of credit		(656,422	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		596,245			974,236
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(180,644	)		211,531
CASH AND CASH EQUIVALENTS
Beginning of period		189,357			258
End of period	$	8,713		$	211,789
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	112,953		$	205,109
Cash paid for income taxes	$	-		$	-
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued in settlement of debt and interest on convertible debt	$	1,177,433		$	1,345,480
Shares to be issued in settlement of debt and interest on convertible debt	$	-		$	6,521
Original issue discounts	$	148,023		$	124,917
Original debt discount against derivative liabilities	$	951,466		$	1,815,639
Initial value of derivative liabilities	$	1,450,498		$	7,609,087
Reclassification of derivatives upon conversion of convertible debt	$	1,463,906		$	7,431,191
Issuance of notes payable for property and equipment	$	107,562		$	-
Series E Preferred Stock issued for debt forgiveness, related party	$	25,000		$	-
Increase in convertible notes payable for additional interest	$	-		$	30,000
Acquisition of HelpComm, Inc.
Issuance of Series D Preferred stock as consideration	$	2,400,000		$	-
Assumed liabilities		1,711,389			-
Accounts receivable		(386,964	)		-
Property and equipment		(171,714	)		-
Other Assets		(292,994	)		-
Intangible assets		(3,212,807	)		-
Cash acquired	$	46,910		$	-

(unaudited)

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

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

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

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

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

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

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

Table of Contents

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

~~NOTE~~CONDENSED 1CONSOLIDATED -STATEMENTS ~~Nature~~OF ofCASH ~~Operations~~ FLOWS

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

Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc. (“DarkPulse”), pursuant to which (1) the parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA dark-pulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”); (2) the Company would fund $10,000 in initial capital to the JV; and (3) and the JV would have a royalty-free non-exclusive license to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. While DarkPulse has a controlling financial interest in the JV, the Company and DarkPulse jointly manage the JV, and any significant decisions and/or actions of the JV require the mutual consent of both parties. On January 25, 2018, our CEO was appointed to the Board of Directors of DarkPulse, and on February 5, 2018, he was also named Co-CEO of DarkPulse. Additionally, during the nine months ended September 30, 2018, the Company funded $89,450 to the JV and is the only party with a financial risk in the JV. Therefore, the Company is consolidating the JV in the condensed consolidated financial statements presented herein.

	Three Months Ended March 31,
	2019			2018
				(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,233,148		$	(1,066,315	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Amortization and depreciation		2,259			80,049
Loss on rescinded acquisition		-			150,000
Loss on extinguishment of debt		-			20,000
Amortization of debt discounts		302,328			614,096
(Gain) on fair value of derivatives		(1,753,969	)		(13,770	)
Loss on investment in joint venture		-			20,000
Changes in operating assets and liabilities:
Accounts receivable		27,836			(14,837	)
Prepaid expenses and other current assets		10,321			(21,889	)
Accounts payable and accrued liabilities		111,678			37,093
Accounts payable and accrued liabilities, related party		52,573			1,210
NET CASH USED IN OPERATING ACTIVITIES		(13,826	)		(194,363	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in HelpComm acquisition		-			(150,000	)
Investment in joint venture		-			(20,000	)
Purchase of exclusivity rights		-			(29,880	)
NET CASH USED IN INVESTING ACTIVITIES		-			(199,880	)

CASH FLOWS FROM BY FINANCING ACTIVITIES
Bank overdraft		11,432			-
Payments of principal on convertible notes payable		(11,700	)		(4,500	)
Proceeds from issuance of convertible debt , net		-			254,525
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(268	)		250,025

NET DECREASE IN CASH AND CASH EQUIVALENTS		(14,094	)		(144,218	)

CASH AND CASH EQUIVALENTS
Beginning of period		14,094			189,357
End of period	$	-		$	45,139

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	24,566
Cash paid for income taxes	$	-		$	-

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued in settlement of debt and interest on convertible debt	$	88,900		$	711,663
Original issue discounts	$	-		$	34,000
Original debt discount against derivative liabilities	$	-		$	204,000
Initial value of derivative liabilities	$	-		$	355,358
Reclassification of derivatives upon conversion of convertible debt	$	230,845		$	894,632

~~NOTE~~The ~~2 -~~accompanying ~~Acquisition~~notes are an integral part of ~~HELPCOmm,~~these ~~Inc~~unaudited condensed consolidated financial statements.

Effective January 1, 2018, the Company acquired all of the issued and outstanding shares of HELPCOmm. Inc. (“HelpComm”), a telecom construction and services corporation located in Manassas, Virginia, in exchange for $25,000 of cash and 100,000 shares of Series D Convertible Preferred Stock (the “Acquisition”). Each share of Series D Convertible Preferred Stock is convertible into a number of shares of Company common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion.

The Company also acquired an option to purchase 8760, LLC, a Virginia limited liability company (“8760, LLC”), for $100 at any time. 8760, LLC owns the real property from which HelpComm operates its business, and is subject to loan agreements, guaranteed by the Small Business Administration, which prohibit (i) any express change of ownership of 8760, LLC, or (ii) any disposition of 8760, LLC assets, including any real property, prior to repayment of the loans.

Based on the fair value of the 100,000 shares of Series D Convertible Preferred Stock of $2,400,000 and $25,000 cash, the total consideration of the Acquisition is valued at $2,425,000. The Company also assumed liabilities of $1,711,389 for total purchase consideration of $4,136,389.

The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the acquisition:

	Purchase Price Allocation
Fair value of consideration for Acquisition	$	2,425,000
Liabilities assumed		1,711,389
Total purchase consideration	$	4,136,389
Tangible assets acquired	$	898,582
Intellectual Property/Technology		391,600
Customer Base		961,000
Trade names and Trademarks		431,300
Non- compete agreements		37,200
Option to buy 8760, LLC		77,448
Goodwill		1,339,259
	$	4,136,389

Table of Contents

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

~~The~~NOTES ~~total~~TO ~~purchase~~CONDENSED ~~price~~CONSOLIDATED of $4,136,389 has been allocated on to the tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values as of the completion of the Acquisition. The fair value of HelpComm’s identifiable intangible assets was estimated primarily using the income approach which requires an estimate or forecast of all the expected future cash flows, either through the use of the relief-from-royalty method or the multi-period excess earnings method. The Company will record amortization expense assuming a straight-line basis over the expected life of the finite lived intangible assets, which approximates expected future cash flows.STATEMENTS

~~Goodwill~~FOR ~~recorded~~THE ofTHREE ~~$1,339,259~~MONTHS ~~represents~~ENDED ~~the~~MARCH ~~amount by which the fair value consideration transferred exceeds the fair value of the identifiable HelpComm assets the Company acquired. The Company will not amortize the goodwill~~31, ~~but~~2019 ~~will~~AND ~~instead test the goodwill for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment.~~2018

~~NOTE 3 - Significant Accounting Policies~~(unaudited)

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

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

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

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

Basis of Presentation

OnThe ~~February~~unaudited 3,condensed ~~2018~~consolidated financial statements are prepared by the Company, pursuant to the ~~Board~~rules and regulations of ~~Directors~~the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the ~~Company~~opinion ~~changed~~of management, are necessary to fairly state the Company’s ~~fiscal~~financial ~~year~~position, ~~end~~the toresults ~~December~~of 31its stoperations, ~~from~~and ~~March~~cash 31flows stfor the periods presented. OnCertain ~~May~~information 3,and ~~2018,~~footnote ~~the~~disclosures ~~Company~~normally ~~filed~~present ain ~~Transition~~annual ~~Report~~financial onstatements ~~Form~~prepared ~~10-KT~~in ~~covering~~accordance with accounting principles generally accepted in the ~~nine-month~~United ~~period~~States ~~from~~of ~~April~~America 1,were ~~2017,~~omitted ~~through~~pursuant ~~December~~to such rules and regulations. The results of operations for the three months ended March 31, ~~2017~~2019 ~~(the~~are ~~“Transition~~not ~~Period”)~~necessarily ~~which~~indicative ~~reflects~~of the ~~Company’s~~results ~~financial~~expected ~~results~~for ~~during~~the ~~that~~year ~~nine-month~~ending ~~period~~December 31, 2019.

~~The~~Going accompanying condensed consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated unaudited financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Transition Report for the nine months ended December 31, 2017, filed with the United States Securities and Exchange Commission (the “SEC”) on May 3, 2018. Interim results of operations for the three and nine months ended September 30, 2018, and 2017, are not necessarily indicative of future results for the full year. Certain amounts from the 2017 period have been reclassified to conform to the presentation used in the current period.Concern

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

The JVCompany's ~~with~~ability ~~DarkPulse~~to iscontinue ~~being~~as ~~consolidated~~a ~~with~~going ~~the~~concern ~~Company’s~~is ~~financial~~dependent ~~statements~~upon inits ~~part~~ability ~~because~~to ~~the~~generate ~~Company~~profitable ~~and~~operations ~~DarkPulse~~in ~~jointly manage~~ the ~~JV,~~future and ~~any significant decisions and~~/or ~~actions~~obtain of the JVnecessary ~~require~~financing ~~the~~to ~~mutual~~meet ~~consent~~its ofobligations ~~both~~and ~~parties.~~repay Onits ~~January~~liabilities ~~25,~~arising ~~2018,~~from ~~the~~normal ~~Company’s~~business ~~CEO~~operations ~~was~~when ~~appointed~~they tocome ~~the~~due. ~~Board~~Management ofhas ~~Directors~~plans ofto ~~DarkPulse,~~seek ~~and~~additional oncapital ~~February~~through 5,a ~~2018,~~private heplacement ~~was~~and ~~also~~public ~~named~~offering ~~Co-CEO~~ of ~~DPTI.~~its ~~Additionally,~~common ~~during~~stock. ~~the~~These ~~nine months ended September 30~~plans, ~~2018,~~if ~~the Company funded $89~~successful,~~450~~ towill ~~the~~mitigate ~~JV and is~~ the ~~only~~factors ~~party~~which ~~with~~raise asubstantial ~~financial~~doubt ~~risk~~about in the ~~JV. Therefore, the~~ Company's isability ~~consolidating~~to ~~the~~continue JVas ina ~~the~~going ~~condensed~~concern. ~~consolidated~~These financial statements ~~presented~~do ~~herein.~~not ~~The~~include JVany isadjustments ~~considered~~relating ato ~~variable interest entity, of which~~ the ~~Company~~recoverability ~~is considered the primary beneficiary based on qualitative~~ and ~~qualitative~~classification ~~factors. As~~ of ~~September~~recorded ~~30,~~asset ~~2018~~amounts, ~~the~~or JVamounts ~~has total assets of $86,301, consisting of $195 of cash~~ and ~~$86,106~~classification of ~~other current assets and total~~ liabilities ofthat ~~$0.~~might ~~For~~result ~~the~~from ~~nine~~this ~~months ended September 30, 2018~~uncertainty. ~~The JV had no revenues and incurred a net loss of $3,149.~~

~~Use~~Stock ~~of Estimates~~Split

~~The~~On ~~preparation~~January of16, ~~financial~~2019, ~~statements~~the inCompany ~~conformity~~affected ~~with~~a ~~U.S.~~10,000 ~~GAAP~~for ~~requires~~1 ~~management~~reverse tostock ~~make~~split. ~~estimates~~All common stock share and ~~assumptions~~per ~~that~~share ~~affect~~information ~~the~~has ~~amounts~~been ~~reported~~retroactively inadjusted ~~the~~to ~~financial~~reflect ~~statements~~this ~~and~~reverse ~~accompanying~~stock ~~notes~~split.

Such estimates and assumptions impact both assets and liabilities, including, but not limited to: net realizable value of accounts receivable, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of the valuation allowances on deferred tax assets and estimates of the probability and potential magnitude of contingent liabilities.

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

Table of Contents

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

~~Cash~~NOTES ~~and~~TO ~~cash~~CONDENSED ~~equivalents~~CONSOLIDATED 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.STATEMENTS

~~Sales~~FOR ~~Concentration~~THE ~~and~~THREE ~~credit~~MONTHS ~~risk~~ENDED MARCH 31, 2019 AND 2018
~~Following is a summary of customers who accounted for more than ten percent~~ (~~10%~~unaudited) ~~of the Company’s revenues for the three and nine months ended September 30, 2018, and their accounts receivable balance as of September 30, 2018:~~

Note 2 – Summary of Significant Accounting Policies

	Sales %			Sales %			Accounts Receivable
	Three Months Ended			Nine Months Ended			Balance
	September 30, 2018			September 30, 2018			September 30, 2018
Customer A		38.4	%		38.0	%	$	12,965
Customer B		14.9	%		13.9	%	$	64,208
Customer C		0.7	%		16.4	%	$	2,800
Customer D		2.9	%		11.0	%	$	20,800

Use of Estimates

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

~~The~~Advertising ~~Company records its client receivables at their face amounts less allowances. On a periodic basis, the Company evaluates its receivables~~ and establishes allowances based on historical experience and other currently available information. As of September 30, 2018, and December 31, 2017, management determined to establish an allowance for doubtful accounts of $30,000. The Company has engaged a law firm to pursue the collection of the $30,000.Promotion

~~Property~~The Company expenses advertising costs as incurred. Advertising expenses for three months ended March 31, 2019 and ~~Equipment~~2018 was $5,277 and $10,300, respectively.

~~Property~~Derivative ~~and~~Financial 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.Instruments

~~Depreciation~~The Company evaluates all of ~~property~~its ~~and~~agreements ~~equipment~~to isdetermine ~~provided~~if ~~utilizing~~such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~straight~~derivative instrument is initially recorded at its fair value and is then re-~~line~~valued ~~method~~at ~~over~~each reporting date, with changes in the ~~estimated~~fair ~~useful~~value ~~lives~~reported in the statements of operations. For stock-based derivative financial instruments, ~~ranging~~the ~~from~~Company 5uses a weighted-7average ~~years~~Black-Scholes-Merton ofoption pricing model to value the ~~respective~~derivative ~~assets~~instruments at inception and on subsequent valuation dates. ~~Expenditures~~The ~~for~~classification ~~maintenance~~of ~~and~~derivative ~~repairs~~instruments, ~~are~~including ~~charged~~whether tosuch ~~expense~~instruments should be recorded as ~~incurred~~liabilities or as equity, is evaluated at the end of each reporting period. ~~Upon~~Derivative ~~sale~~instrument liabilities are classified in the balance sheet as current or ~~retirement~~non-current based on whether or not net-cash settlement of ~~property~~the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2019, and ~~equipment~~December 31, 2018, the ~~related~~Company’s ~~cost~~only ~~and~~derivative ~~accumulated~~financial ~~depreciation~~instrument ~~are~~was ~~removed~~an ~~from~~embedded ~~the~~conversion ~~accounts~~feature ~~and~~associated ~~any~~with ~~gain~~convertible ornotes ~~loss~~payable isdue ~~reflected~~to certain provisions that allow for a change in the ~~statements~~conversion price based on a percentage of ~~operations~~the Company’s stock price at the date of conversion.

The Company’s property and equipment consisted of the following at September 30, 2018, and December 31, 2017:

	September 30,		December 31,
	2018		2017
Vehicles	$	164,900	$	35,608
Machinery and Equipment		234,267		74,091
Total Property and Equipment		399,167		109,699
Less: Accumulated Depreciation		146,914		88,065
Property and Equipment, Net	$	252,253	$	21,634

Depreciation expense was $58,850 and $7,010 for the nine months ended September 30, 2018, and 2017, respectively, and $20,274 and $2,343 for the three months ended September 30, 2018 and 2017, respectively.

Table of Contents

BRAVATEK SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENTSFOR ~~FOR~~ THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019 AND ~~2017~~ 2018(unaudited)

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.

Intangible Assets

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. Capitalized software is amortized over the software’s estimated economic life of 3 years. For the nine months ended September 30, 2018, and 2017, the Company had no 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.

Other intangible assets

The Company accounts for amounts paid to acquire exclusivity rights as intangible assets and are amortized over the term of exclusivity. In June 2017, the Company purchased for $200,000 exclusivity rights from HelpComm, Inc. (“HelpComm”) (see Note 9) for a one-year term. The Company acquired HelpComm in January 2018, and accordingly during the three months ended March 31, 2018, wrote off the remaining unamortized balance of $86,027. Also, in June 2017, the Company purchased for $200,000 exclusivity rights from Mile High Construction (“MHC”), of which $107,520 was funded in 2017. During the nine months ended September 30, 2018, the Company funded an additional $30,380 to MHC.

In January 2018, the Company acquired HelpComm (See Note 2). The following intangible assets are being amortized over their useful lives as indicated below:

	Life in years		2018			2017
Intellectual Property/Technology		10	$	391,600		$	-
Customer Base		5		961,000			-
Trade names and Trademarks		5		431,300			-
Non-compete agreements		5		37,200			-
Option to purchase building		5		77,448			-
Exclusivity rights		1		337,900			307,520
Software		3		60,362			60,362
Total intangible assets acquired				2,296,810			367,822
Less accumulated amortization				(611,105	)		(233,953	)
Intangible assets, net			$	1,685,705		$	133,929

Amortization expense was $437,514 and $14,993, for the nine months ended September 30, 2018, and 2017, respectively and $145,499 and $5,016, for the three months ended September 30, 2018, and 2017, respectively.

Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired in connection with the HelpComm Acquisition. Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Examples of qualitative factors include our share price, our financial performance compared to budgets, long-term financial plans, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test previously performed.

9 Table of Contents

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

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.

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 $31,750 and $5,400 for the nine months ended September 30, 2018 and 2017, respectively, and $15,000 and $900 for the three months ended September 30, 2018 and 2017, respectively.

Uncertainty as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $32,748,933 and has a working capital deficit of $5,533,809 as of September 30, 2018, 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~~At ~~Company~~March ~~measures~~31, ~~assets~~2019 and ~~liabilities~~December at31, ~~fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements~~2018, ~~which represents~~ the ~~amount~~Company ~~that~~identified ~~would be received on~~ the ~~sale~~following ofliabilities anthat ~~asset~~are orrequired ~~paid~~ to ~~transfer a liability, as the case may~~ be, inpresented ~~an orderly transaction between market participants. As such, fair value may be based~~ on ~~assumptions~~the ~~that~~balance ~~market~~sheet ~~participants~~at ~~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.~~:

The following are the hierarchical levels of inputs to measure fair value:

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

· 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.

	Fair Value
	As of		Fair Value Measurements at
	December 31,		December 31, 2018
Description	2018		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	5,540,889	$	-	$	-	$	5,540,889

Revenue Recognition

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

Table of Contents

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

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

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

Basic and Diluted Earnings Per Share

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

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

Table of Contents

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

~~The~~NOTES ~~carrying~~TO ~~amounts~~CONDENSED ofCONSOLIDATED the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments.STATEMENTS

~~The~~FOR ~~following~~THE ~~table~~THREE ~~represents~~MONTHS ~~the~~ENDED ~~Company’s~~MARCH ~~financial instruments that are measured at fair value on a recurring basis as of September 30, 2018, and December~~ 31, ~~2017,~~2019 ~~for~~AND ~~each fair value hierarchy level:~~2018

September 30, 2018	Derivative Liabilities		Total
Level III	$	1,823,178	$	1,823,178
December 31, 2017
Level III	$	5,331,567	$	5,331,567

(unaudited)

~~Embedded~~Recent ~~Conversion~~Accounting ~~Features~~Pronouncements

~~The~~In ~~Company~~June ~~evaluates~~2018, ~~embedded~~the ~~conversion~~FASB ~~features~~issued ~~within~~Accounting ~~convertible~~Standards ~~debt~~Update ~~under~~(“ASU”) ~~ASC~~ASU ~~815~~2018-07, ~~“Derivatives~~Stock ~~and~~Compensation ~~Hedging”~~(Topic 718): Improvements to ~~determine~~Nonemployee ~~whether~~Share-Based ~~the~~Payment ~~embedded~~Accounting ~~conversion~~, ~~feature(s)~~which ~~should~~simplifies bethe ~~bifurcated~~accounting ~~from~~for ~~the~~share-based ~~host~~payments ~~instrument~~granted ~~and~~to ~~accounted~~nonemployees for asgoods aand ~~derivative~~services atand ~~fair~~aligns ~~value~~most ~~with~~of ~~changes~~the inguidance ~~fair~~on ~~value~~such ~~recorded~~payments into ~~earnings.~~nonemployees Ifwith the ~~conversion~~requirements ~~feature~~for ~~does~~share-based ~~not~~payments ~~require~~granted ~~derivative~~to ~~treatment~~employees. ~~under~~ASU ~~ASC~~2018-07 ~~815~~is effective on January 1, ~~the~~2019. ~~instrument~~Early adoption is ~~evaluated~~permitted. ~~under~~The ~~ASC~~adoption ~~470-20~~of ~~“Debt~~this ~~with~~ASU ~~Conversion~~did ~~and~~not ~~Other~~have ~~Options”~~a ~~for~~material ~~consideration~~impact ofon ~~any~~the ~~beneficial~~Company’s ~~conversion~~consolidated ~~feature~~financial statements.

~~Derivative~~In ~~Financial~~October ~~Instruments~~2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

~~The~~In ~~Company~~February ~~does~~2016, ~~not~~the ~~use~~FASB ~~derivative~~issued ~~instruments~~ASU to2016-02, ~~hedge~~Leases ~~exposures~~(Topic 842) to. ~~cash~~ASU ~~flow,~~2016-02 ~~market,~~requires orlessees ~~foreign~~to ~~currency~~recognize ~~risks.~~lease ~~The~~assets ~~Company~~and ~~evaluates~~lease ~~all~~liabilities ofon itthe ~~financial~~balance ~~instruments,~~sheet ~~including~~and ~~stock~~requires ~~purchase~~expanded ~~warrants,~~disclosures toabout ~~determine~~leasing ifarrangements. ~~such~~ASU ~~instruments~~2016-02 ~~are~~is ~~derivatives~~effective orfor ~~contain~~fiscal ~~features~~years ~~that~~beginning ~~qualify~~after asDecember ~~embedded~~15, ~~derivatives.~~2018 ~~For~~and ~~derivative~~interim ~~financial~~periods ~~instruments~~in ~~that~~fiscal ~~are~~years ~~accounted~~beginning ~~for~~after asDecember 15, ~~liabilities~~2018, ~~the~~with ~~derivative~~early ~~instrument~~adoption ispermitted. ~~initially~~The ~~recorded~~adoption atof ~~its~~this ~~fair~~ASU ~~value~~did ~~and~~not ishave ~~then~~a ~~re-valued~~material atimpact ~~each~~on ~~reporting~~the ~~date,~~Company’s ~~with~~consolidated ~~changes~~financial instatements as the ~~fair~~Company ~~value~~did ~~reported~~not ashave ~~charges~~any orlease ~~credits~~arrangements that were subject to ~~income~~this new pronouncement.

~~For~~Management ~~option-based~~does ~~simple~~not ~~derivative~~believe ~~financial~~that ~~instruments,~~any ~~the~~recently ~~Company~~issued, ~~uses~~but ~~the~~not ~~Monte~~yet ~~Carlo~~effective, ~~simulations~~accounting tostandards ~~value~~could ~~the~~have ~~derivative~~a ~~instruments~~material ateffect ~~inception~~on ~~and~~the ~~subsequent~~accompanying ~~valuation~~financial ~~dates~~statements. ~~The~~As ~~classification~~new ofaccounting ~~derivative~~pronouncements ~~instruments~~are issued, ~~including~~we ~~whether~~will ~~such~~adopt ~~instruments~~those ~~should~~that beare ~~recorded~~applicable asunder ~~liabilities or as equity, is re-assessed at~~ the ~~end of each reporting period~~circumstances.

~~Debt~~Note ~~Issue~~3 ~~Costs~~– ~~and~~Related ~~Debt~~Party ~~Discount~~Transactions

~~The~~As ~~Company~~of ~~may~~March ~~record~~31, ~~debt~~2019, ~~issue~~and ~~costs~~December ~~and/or~~31, ~~debt~~2018, ~~discounts~~included in ~~connection~~accounts ~~with~~payable ~~raising~~- ~~funds~~related ~~through~~party ~~the~~is ~~issuance~~$420,005 ofand ~~debt.~~$367,432, ~~These costs may be paid in the form of cash~~respectively, orfor ~~equity~~amounts ~~(such~~owed ~~as warrants). These costs are amortized~~ to ~~interest expense through~~ the ~~maturity~~Company’s ~~of the debt~~CEO. ~~If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.~~

~~Original~~For ~~Issue~~the ~~Discount~~three ~~(“OID”)~~months ended March 31, 2019, the Company recognized revenue from DarkPulse Technology Holdings Inc., a former joint venture partner, of $85,750 which is included in Sales, related party on the financial statements. For the three months ended March 31, 2018, the Company recognized revenue from Mile High Construction, a former joint venture partner, $24,837 which is included in Sales, related party on the financial statements.

For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

Convertible Preferred Stock

The Company accounts for preferred stock in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Preferred stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Preferred stock (including preferred stock that features conversion rights that are either within the control of the holder or subject to the occurrence of uncertain events not solely within our control) is classified as temporary equity. The Company’s Series D Convertible Preferred Stock features a fixed dollar conversion right, with a variable amount of shares of common stock upon conversion, and are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2018, the Series D Preferred Stock subject to possible conversion is presented as a long-term liability in the condensed consolidated balance sheet presented herein.

Table of Contents

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

~~The~~NOTES ~~Company~~TO ~~records~~CONDENSED ~~contract~~CONSOLIDATED liabilities when cash has been received, but the related services or products have not been provided or delivered. Contract liabilities will be recognized as revenue when the services or products are provided and the terms of the agreements have been fulfilled. As of September 30, 2018, the Company has contract liability of $86,232 related to a down payment of $85,700 received from DarkPulse for a software build proposal. The Company anticipates that the software build will be completed in the fourth quarter of 2018.STATEMENTS

~~Revenue~~FOR ~~Recognition~~THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

The Company has adopted ASU 2014-09, as amended effective January 1, 2018, and determined that there was no significant impact on its revenue recognition. The Company’s contracts with customers are generally on a purchase order basis and represent obligations that are satisfied at a point in time as defined in the new guidance. Accordingly, revenue for each project is recognized when each project is complete, and any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. Product revenue and miscellaneous income are recognized as earned.(unaudited)

~~Stock~~Note 4 -~~Based~~ ~~Compensation~~Property –and ~~Employees~~Equipment, Net

~~The~~Property ~~Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition~~ and ~~measurement~~equipment ~~principles~~consisted of the ~~fair~~following ~~value~~as ~~recognition provisions~~ of ~~section~~March ~~718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification~~31, ~~all~~2019 ~~transactions~~and inDecember 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 issued31, ~~whichever is more reliably measurable.~~2018:

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.

	March 31,			December 31,
	2019			2018

Office equipment	$	48,056		$	48,056
Computer equipment		26,034			26,034
Vehicles		35,608			35,608
		109,698			109,698
Less accumulated depreciation		(99,366	)		(97,107	)
Property and equipment, net	$	10,332		$	12,591

~~The~~Depreciation ~~fair~~expense ~~value~~for ofthe ~~share~~three ~~options~~months ~~and~~ended ~~similar~~March ~~instruments~~31, is2019 ~~estimated~~and on2018 ~~the~~was ~~date~~$2,259 ofand ~~grant~~$2,267, ~~using a Black-Scholes option-pricing valuation model~~respectively.

~~Generally,~~Note ~~all~~5 ~~forms~~– ofIntangible ~~share-based payments~~Assets, 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.Net

~~Stock-Based~~Intangible ~~Compensation~~assets –consisted ~~Non-Employees~~of the following as of March 31, 2019 and December 31, 2018:

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

	March 31,			December 31,
	2019			2018
Exclusivity rights	$	-		$	137,900
Software		60,362			60,362
		60,362			198,262
Less accumulated amortization		(60,362	)		(198,262	)
Intangible assets, net	$	-		$	-

~~The~~Intangible ~~Company~~assets ~~accounts~~are ~~for~~being ~~equity~~amortized ~~instruments~~as ~~issued~~follows: toExclusivity ~~parties~~rights ~~other than employees for acquiring goods or services under guidance of Sub~~-~~topic~~ ~~505-50~~12 ofmonths; ~~the~~and ~~FASB~~Software ~~Accounting~~– ~~Standards~~36 ~~Codification (“Sub-topic 505-50”)~~months.

~~Pursuant~~Amortization toexpense ~~ASC Section 505-50-30, all transactions in which goods or services are the consideration received~~ for the ~~issuance~~three ofmonths ~~equity~~ended ~~instruments~~March ~~are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued~~31, ~~whichever~~2019 isand ~~more~~2018 ~~reliably~~was ~~measurable.~~$0 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. The fair value of share options and ~~similar~~$77,782, ~~instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model~~respectively.

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.

Table of Contents

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

~~Pursuant~~NOTES toTO ~~Paragraphs~~CONDENSED ~~505-50-25-8~~CONSOLIDATED 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.STATEMENTS

~~Pursuant~~FOR toTHE ~~ASC~~THREE ~~paragraph~~MONTHS ~~505-50-30-S99-1,~~ENDED ifMARCH ~~the Company receives a right to receive future services in exchange for unvested~~31, ~~forfeitable~~2019 ~~equity~~AND 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.2018
~~Related Parties~~(unaudited)

Note 6 – Notes Payable

~~The~~Notes ~~Company~~payable ~~follows~~consisted ~~subtopic 850-10~~ of the ~~FASB~~following ~~Accounting~~at ~~Standards~~March ~~Codification~~31, ~~for~~2019 ~~the identification of related parties~~ and ~~disclosure~~December of31, ~~related party transactions.~~2018:

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.

	March 31,		December 31,
	2019		2018
Notes issued from May 18, 2010 to June 27, 2013 (A)	$	400,000	$	400,000
Notes issued from December 18, 2012 to May 30, 2013 (B)		199,960		199,960
Notes issued from July 12, 2013 to June 16, 2014 (C)		230,828		230,828
Total notes payable	$	830,788	$	830,788

~~The~~ (A) ~~financial~~From ~~statements~~May ~~shall include disclosures of material related party transactions~~18, ~~other~~2010 ~~than~~through ~~compensation~~June ~~arrangements~~27, ~~expense allowances~~2013, ~~and~~the ~~other~~Company ~~similar~~issued ~~items~~ in the ~~ordinary~~aggregate ~~course of business. However~~$558,500 ~~disclosure~~ of ~~transactions~~unsecured ~~that~~notes ~~are~~payable ~~eliminated~~to ina ~~the~~Nevada ~~preparation~~corporation, oflender ~~consolidated~~and orpreferred ~~combined~~shareholder ~~financial statements is not required in those statements. The disclosures shall include: a) the nature~~ of the ~~relationship~~Company (s"Global"). ~~involved;~~The b)notes abear ~~description~~interest ofat ~~the transactions~~10%, ~~including~~compounded ~~transactions~~annually toand ~~which~~$553,000 noand ~~amounts~~$5,500 ormatured ~~nominal~~on ~~amounts~~November ~~were ascribed~~30, ~~for each of the periods for which income statements are presented~~2014, and ~~such~~June ~~other~~27, ~~information~~2015, ~~deemed~~respectively. ~~necessary~~On toFebruary an16, ~~understanding~~2015, of the ~~effects~~Company ofsecured ~~the~~extensions ~~transactions~~ on ~~the~~all ~~financial statements; c) the dollar amounts~~ of ~~transactions for each of~~ the ~~periods~~notes ~~for~~that ~~which~~matured ~~income~~on ~~statements~~November ~~are~~30, ~~presented~~2014 ~~and~~through ~~the~~April ~~effects~~1, of2015, ~~any~~with no change in ~~the~~original ~~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~~agreement.

~~Net~~On ~~Earnings~~June 15, 2015, Company entered into a Settlement Agreement and Partial Waiver and Release (~~Loss~~the "Settlement Agreement") ~~per~~with ~~Share~~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. As of June 15, 2015, the note is payable on demand as part of the Settlement Agreement. As of March 31, 2019, and December 31, 2018, the note balance was $400,000.

(B) The Company ~~computes~~issued ~~net~~five ~~loss~~notes ~~per~~from ~~share~~December in18, ~~accordance~~2012 ~~with~~to ~~FASB~~May ~~ASC 260~~30, ~~“Earnings~~2013 ~~per~~totaling ~~Share.”~~$199,960 ~~ASC~~in ~~260~~unsecured ~~requires~~notes ~~presentation~~payable ofto ~~both~~a ~~basic~~third ~~and~~party. ~~diluted~~The ~~earnings~~notes ~~per~~bear ~~share~~an ~~(EPS)~~interest onrate ~~the face~~ of ~~the~~10%, ~~statement~~compounded ofannually ~~operations.~~and ~~Basic~~matured ~~EPS~~from isDecember ~~computed~~18, by2014 ~~dividing~~through ~~net~~May ~~income~~30, ~~(loss)~~2015. ~~available~~On toFebruary ~~common~~16, ~~shareholders~~2015, by the ~~weighted~~Company ~~average~~secured ~~number~~a ofnotes ~~common~~payable ~~shares~~extension ~~outstanding~~through ~~during~~April ~~the~~1, ~~period.~~2015, ~~Diluted~~with ~~EPS~~no ~~gives~~change ~~effect~~in tooriginal ~~all~~terms ~~dilutive~~of ~~potential~~the ~~common~~agreements. ~~shares~~The ~~outstanding~~notes ~~during~~payable ~~the~~was ~~period~~again ~~including~~extended ~~stock~~on ~~options~~August 6, ~~using the treasury stock method~~2015, ~~and~~through ~~convertible~~January ~~notes and stock warrants~~1, ~~using the if-converted method. In computing diluted EPS~~2016, ~~the~~with ~~average~~no ~~stock~~change ~~price for the period is used~~ in ~~determining~~original ~~the~~terms ~~number~~ of ~~shares assumed to be purchased from~~ the ~~exercise of stock options, warrants and conversion of convertible notes~~agreement. As of ~~September~~March 3031, ~~2018~~2019, ~~there were warrants~~ and ~~options~~December ~~to purchase 3~~31,~~365~~ ~~shares of common stock~~2018, ~~and~~ the ~~Company’s~~note ~~outstanding~~balance ~~convertible~~was ~~debt is convertible into approximately 6~~$199,~~038,282,103~~960 ~~shares~~and ofthe ~~common~~notes ~~stock. These amounts~~ are ~~not~~currently ~~included~~ in ~~the computation of dilutive loss per share because their impact is antidilutive~~default.

~~Recent~~(C) ~~Accounting~~The ~~Pronouncements~~Company issued six notes from July 12, 2013 to June 16, 2014, totaling $230,828 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured from July 12, 2014 through June 16, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no other changes in original terms of the agreements. The notes payable was again extended on August 6, 2015, through January 1, 2016, with no other changes in original terms of the agreements. As of March 31, 2019, and December 31, 2018, the note balance was $230,828 and the notes are currently in default.

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

Table of Contents

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

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

InFOR ~~May~~THE ~~2014,~~THREE ~~the~~MONTHS ~~FASB~~ENDED ~~issued~~MARCH ~~ASU 2014-09~~31, ~~Revenue~~2019 ~~from~~AND Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-10, ASU 2017-13 and ASU 2017-14, which FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017, September 2017 and November 2017, respectively (collectively, the amended ASU 2014-09). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s). The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date for the amended ASU 2014-09 is for years beginning after December 15, 2017 with early adoption permitted. The Company adopted the new guidance effective January 1, 2017 under the modified retrospective transition approach and it did not have a material impact on the condensed consolidated financial statements of the Company.2018
With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-KT for the fiscal year ended December 31, 2017, as filed on May 3, 2018, that are of significance or potential significance to the Company.(unaudited)

Note 7 – Convertible Notes Payable

~~NOTE~~Convertible 4notes -payable ~~Related~~consisted ~~Party~~of ~~Transactions~~the following at March 31, 2019 and December 31, 2018:

Management Fees and related party payables

	March 31,			December 31,
	2019			2018
Issued on December 19, 2014 for $156,000; accrues interest at 8% per annum; due December 19, 2015 (in default); convertible at 68% of the lowest closing price 20 days prior to conversion	$	129,871		$	135,371
Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		50,000			50,000
Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		50,000			50,000
Issued on May 1, 2017 for $17,500; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		17,500			17,500
Issued on May 1, 2017 for $25,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		25,000			25,000
Issued on May 3, 2017 for $29,700; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		16,515			29,700
Issued on May 3, 2017 for $25,300; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		25,300			25,300
Issued on May 3, 2017 for $22,000; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		-			22,000
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		140,750			140,750
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		140,750			140,750
Issued on December 26, 2017 for $120,750; accrues interest at 12% per annum; due June 26, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-			8,750
Issued on January 26, 2018 for $184,000; accrues interest at 10% per annum; due January 26, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		150,000			150,000
Issued on April 2, 2018 for $45,000; accrues interest at 12% per annum; due October 2, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		45,000			45,000
Issued on May 11, 2018 for $215,000; accrues interest at 12% per annum; due May 11, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		215,000			215,000
Issued on June 21, 2018 for $184,000; accrues interest at 12% per annum; due June 21, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		163,000			163,000
Issued on November 9, 2018 for $241,500; accrues interest at 10% per annum; due May 9, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		202,800			214,500
Issued on December 4, 2018 for $54,500; accrues interest at 10% per annum; due June 4, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		54,500			54,500
Issued on November 7, 2017 for $120,750; accrues interest at 10% per annum; due May 1, 2018 (in default); convertible at 60% of the lowest closing price 20 days prior to conversion		105,750			105,750
Issued on January 29, 2018 for $84,525; accrues interest at 10% per annum; due January 29, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		59,953			84,525
Issued on April 8, 2018 for $34,500; accrues interest at 10% per annum; due April 8, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		34,500			34,500
Issued on May 22, 2018 for $52,969; accrues interest at 10% per annum; due May 22, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		52,969			52,969
Issued on June 15, 2018 for $63,000; accrues interest at 10% per annum; due June 15, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		63,000			63,000
Issued on December 11, 2018 for $59,000; accrues interest at 12% per annum; due December 11, 2019; convertible at 60% of the lowest closing price 25 days prior to conversion		59,000			59,000

Total convertible notes payable		1,801,158			1,886,865
Unamortized debt discount		(168,692	)		(471,020	)
Convertible notes payable, net	$	1,632,466		$	1,415,845

For the three and nine months ended September 30, 2018, and 2017, the Company recorded expenses to its officers, and the officers of one of the Company’s subsidiaries, in the following amounts:

	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017
CEO	$	42,000	$	42,000	$	126,000	$	126,000
Voting control value of preferred stock issued to CEO		-		-		2,333,140		-
CFO		18,000		15,000		54,000		44,500
HelpComm President		46,708		-		135,015		-
HelpComm Vice President		49,576		-		134,034		-
Total	$	156,284	$	57,000	$	2,782,189	$	170,500

On June 1, 2018, the Company issued 1 share of its Series E Preferred Stock to Dr. Cellucci, in consideration of $25,000 of accrued and unpaid wages, Dr. Cellucci’s stock pledge of Series C Preferred Stock as collateral to a lender, the Company’s failure to timely pay current and past salaries, and Dr. Cellucci’s willingness to accrue unpaid payroll and non-reimbursement of business expenses without penalty or action for all amounts. The Company determined that the issuance of the Series E Preferred Stock resulted in a change of control of the Company. The Company determined that fair value of the Series E Preferred Stock (see Note 11) issued to the Company’s CEO was $2,333,140.

Table of Contents

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

~~The~~NOTES ~~HelpComm~~TO ~~President~~CONDENSED ~~and~~CONSOLIDATED Vice President are the holders of 60,000 and 40,000 shares, respectively, of the Company’s Series D Convertible Preferred Stock. As of September 30, 2018, and December 31, 2017, included in accounts payable – related party is $337,183 and $318,179, respectively, for amounts owed the Company’s CEO. Amounts due to the HelpComm President and Vice President of $91,062 as of September 30, 2018, is also included in the accounts payable – related party balance.STATEMENTS

~~Contract~~FOR ~~liability~~THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

~~Included in contract liability for the nine months ended September 30, 2018 is $85,700 from DarkPulse~~ (~~see Note 12~~unaudited) ~~for a down payment received for a software build proposal.~~

~~Rent~~The following is a roll-forward of the Company’s convertible notes and related discounts the three months ended March 31, 2019:

On June 27, 2011, HelpComm entered into a twenty (20) year lease with 8760, LLC. The sole member of 8760, LLC is HelpComm’s President and the holder of 60,000 shares of the Company’s Series D Convertible Preferred Stock. Per the terms of the lease as amended, and assumed by the Company, pursuant to the Acquisition of HelpComm, the rent was $8,700 per month in January and February and $11,500 effective March 1, 2018, and HelpComm is responsible for property taxes, insurance and repairs and maintenance. For the three and nine months ended September 30, 2018, total occupancy costs were $43,547 and $109,261, respectively, of which $35,127 is included in accounts payable, related party on the accompanying condensed consolidated balance sheet as of September 30, 2018. Pursuant to the HelpComm acquisition, the Company acquired an option to purchase 8760, LLC, for $100.00 at any time.

Balance, December 31, 2018	$	1,886,865		$	(471,020	)	$	1,415,845
New issuances		-			-			-
Conversions		(74,007	)		-			(74,007	)
Cash payment		(11,700	)		-			(11,700	)
Amortization		-			302,328			302,328
Balance, March 31, 2019	$	1,801,158		$	(168,692	)	$	1,632,466

~~NOTE~~Note 5 8 - ~~Notes~~Derivative ~~Payable~~Liability

~~From~~The ~~May~~Company ~~18,~~determined ~~2010~~that ~~through~~the ~~June~~conversion ~~27,~~features ~~2013,~~of the ~~Company~~convertible ~~issued~~notes inrepresented embedded derivatives since the ~~aggregate~~notes ~~$558,500~~are convertible into a variable number of ~~unsecured~~shares upon conversion. Accordingly, the notes ~~payable~~are tonot aconsidered ~~Nevada~~to ~~corporation,~~be ~~lender~~conventional debt and ~~preferred~~the ~~shareholder~~embedded ofconversion feature is bifurcated from the ~~Company~~debt ~~(“Global“).~~host ~~The~~and ~~notes~~accounted ~~bear~~for ~~interest~~as ata ~~10%~~derivative liability. Accordingly, ~~compounded~~the ~~annually~~fair ~~and~~value ~~$553,000~~of ~~and~~these ~~$5,500~~derivative ~~matured~~instruments is recorded as liabilities on ~~November~~the ~~30,~~balance ~~2014,~~sheet ~~and~~with ~~June~~the ~~27,~~corresponding ~~2015,~~amount ~~respectively.~~recorded Onas ~~February~~a ~~16,~~discount ~~2015~~to each note, with any excess of the ~~Company~~fair ~~secured~~value ~~extensions~~of onthe ~~all~~derivative component over the face amount of the ~~notes~~note ~~that~~recorded ~~matured~~as an expense on ~~November~~the ~~30,~~issue ~~2014~~date. ~~through~~Such ~~April~~discounts 1,are ~~2015,~~amortized ~~with~~from nothe date of issuance to the maturity dates of the notes. The change in ~~original~~the ~~terms~~fair value of the ~~agreement~~derivative liabilities are recorded in other income or expenses in the statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet.

OnThe ~~June 15, 2015,~~ Company ~~entered~~uses ~~into~~ a ~~Settlement~~weighted ~~Agreement~~average ~~and~~Black-Scholes ~~Partial~~option ~~Waiver~~pricing ~~and~~model ~~Release (the “Settlement Agreement“)~~ with ~~Global. Global owned 2,377,500 shares of~~ the ~~Company‘s~~following ~~Series~~assumptions ~~A Convertible Preferred Stock and was the holder of outstanding promissory notes in the original principal amount of $558,500, with accrued interest thereon due~~ to ~~Global~~measure ~~of approximately $267,960 (~~the ~~“Global~~fair ~~Notes“)~~value ~~immediately prior to the Settlement Agreement. Pursuant to the Settlement Agreement, Global agreed to (1) waive interest due~~ of ~~$267,960~~derivative ~~under~~liability ~~the~~at ~~Global~~March Notes and $158,500 of principal, such that only $400,000 of principal and interest would be considered outstanding as of the settlement agreement date, and (2) immediately return all of the Preferred Stock to the Company for cancellation, in consideration for the Company issuing 856 shares of common stock to Global. As of June 15, 2015, the note is payable on demand as part of the Settlement Agreement. As of September 30, 2018, and December 31, ~~2017,~~2019 ~~the note balance was $400,000. Accrued interest as of September 30, 2018,~~ and December 31, ~~2017, was $40,110.~~2018:

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 September 30, 2018, and December 31, 2017, the note balance was $199,960 and the notes are currently in default. Accrued interest as of September 30, 2018, and December 31, 2017, was $112,778 and $97,781, respectively.

	March 31,			December 31,
	2019			2018

Risk free rate		2.44	%		2.56	%
Volatility		266	%		231	%
Terms (years)	0.11 to 0.50			0.27 to 0.50
Dividend rate		0	%		0	%

The ~~Company~~following ~~issued~~table ~~six~~represents 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’s ~~secured~~derivative aliability ~~notes~~activity ~~payable~~for ~~extension through April 1, 2015, with no other changes in original terms of~~ the ~~agreements.~~three ~~The~~months ~~notes~~ended ~~payable~~March ~~were again extended on August 6, 2015, through January 1, 2016, with no other changes in original terms of the agreements. As of September 30, 2018, and December~~ 31, ~~2017, the note balance was $230,828 and the notes are currently in default. Accrued interest as of September 30, 2018, and December 31, 2017, was $109,389 and $92,077, respectively.~~2019:

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

Loss on fair value of derivatives for the three months ended March 31, 2019 and 2018 is comprised of:

	Three Months Ended March 31,
	2019			2018

Initial derivative expense	$	-		$	185,358
Fair value change in derivatives		(1,753,969	)		(199,128	)
Loss (gain) on fair value of derivatives	$	(1,753,969	)	$	(13,770	)

Table of Contents

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

~~Pursuant~~NOTES toTO ~~the~~CONDENSED ~~acquisition~~CONSOLIDATED ~~of HelpComm, the Company assumed all of the outstanding notes payable of HelpComm. As of September 30, 2018, the Company has the following note payables related to HelpComm outstanding:~~STATEMENTS

	September 30,
	2018
Note payable on truck, payable in monthly installments of $643, including interest at approximately 5.24%, through February, 2019.	$	3,165
Note payable on truck, payable in monthly installments of $798, including interest at approximately 4.24% per annum, through April, 2020.		13,137
Note payable on truck, payable in monthly installments of $724, including interest at approximately 5.99% per annum, through April, 2021.		20,114
Note payable on truck, payable in monthly installments of $437, including interest at approximately 5.19% per annum, through May 2021.		12,654
Note payable on equipment, payable in monthly installments of $1,196, including interest at approximately 0.9% per annum, through January, 2020.		17,846
Note payable on dump truck, payable in monthly installments of $843 including interest at approximately 9.54% per annum, through November, 2018.		2,513
Note payable on equipment, payable in monthly installments of $295, including interest at approximately 11.08% per annum, through July, 2019.		2,854
Note payable on truck, payable in monthly installments of $912, including interest at approximately 6.94% per annum, through March, 2023.		41,535
Note payable on truck, payable in monthly installments of $647 including interest at approximately 5.84% per annum, through August, 2020.		13,970
Note payable on truck, payable in monthly installments of $1,078 including interest at approximately 1.9% per annum, through July 2023.		59,597
Total notes payable		187,385
Less current portion		72,212
Notes payable non- current portion	$	115,173

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

~~The combined activity for notes payable for the nine months ended September 30, 2018, is as follows:~~(unaudited)

	September 30, 2018
Beginning balance	$	830,788
Notes assumed in HelpComm acquisition		133,267
New note issued for vehicle		107,562
Payments		(53,444	)
Ending balance notes payable		1,018,173
Less current portion		903,000
Notes payable, non-current portion	$	115,173

Note 9- Stockholders’ Deficit

16 Table of Contents

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

Future minimum payments on notes payable are as follows:

12 months ending September 30,	Principal Note Payments
2019	$	903,000
2020		47,903
2021		29,142
2022		22,795
2023		15,333
	$	1,018,173

NOTE 6 - Bank term loans

The following bank term loans were assumed by the Company pursuant to the HelpComm acquisition.

On April 15, 2013, HelpComm entered into a $500,000 Variable Rate Nondisclosable SBA Loan (the “First Term Loan”) with Sonabank (the “Lender”). The initial interest rate for borrowings under the First Term Loan accrues at a per annum rate equal to 6.0%. The interest rate changes monthly and is equal to 2.75% above the Prime Rate in effect on the first business day of each month. The Prime Rate is as published in the Wall Street Journal. The First Term Loan requires monthly principal and interest payments of $7,305 and matures on May 1, 2020. The obligations of the Company are secured by a blanket lien on all the assets of HelpComm.

On December 1, 2017, HelpComm entered into a $125,000 Variable Rate Nondisclosable SBA Loan (the “Second Term Loan”) with the same Lender. The initial interest rate for borrowings under the Second Term Loan accrues at a per annum rate equal to 7.0%. The interest rate changes monthly and is equal to 2.75% above the Prime Rate in effect on the first business day of each month. The Prime Rate is as published in the Wall Street Journal newspaper). The Second Term Loan requires monthly principal and interest payments of $1,887 and matures on December 1, 2024. The obligations of the Company are secured by a blanket lien on all the assets of HelpComm.

The combined activity for the bank term loans for the nine months ended September 30, 2018, is as follows:

	September 30, 2018
Assumed in HelpComm acquisition	$	322,744
Payments of principal		(67,952	)
Ending balance term loans		254,792
Less current portion		98,848
Bank term loans, non-current portion	$	155,944

Future minimum payments on the bank term loans are as follows:

12 months ending September 30,	Principal Term Loan Payments
2019	$	98,848
2020		72,697
2021		17,378
2022		18,634
2023		19,982
Thereafter		27,253
	$	254,792

NOTE 7 - Revolving line of credit

The revolving line of credit liability was assumed by the Company pursuant to the HelpComm acquisition.

On April 15, 2013, HelpComm entered into a $250,000 Variable Rate Revolving Line of Credit SBA Loan (the Revolving Facility”) with Sonabank. The initial interest rate for borrowings under the Revolving Facility accrues at a per annum rate equal to 5.5%, and is due monthly. The interest rate changes monthly and is equal to 2.25% above the Prime Rate in effect on the first business day of each month. The Prime Rate is as published in the Wall Street Journal newspaper). The Revolving Facility was increased to $500,000 on October 1, 2015, and the current maturity date has been extended to September 15, 2018. The obligations of the Company are secured by a blanket lien on all the assets of HelpComm.

17 Table of Contents

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

The activity for the three months ended September 30, 2018, is as follows:

	September 30, 2018
Assumed n the HelpComm acquisition	$	415,489
Advances		626,600
Payments		(656,422	)
Ending balance	$	385,667

NOTE 8 - Capital leases payable

The following capital leases payable were assumed in the HelpComm acquisition. As of September 30, 2018, the Company has the following leases outstanding:

	September 30, 2018
Lease obligation on equipment, payable in monthly installments of $1,042 including interest at approximately 10.9% per annum, through November, 2018.	$	2,053
Lease obligation on equipment, payable in monthly installments of $552 including interest at approximately 13.9% per annum, through January, 2019.		2,145
Lease obligation on truck, payable in monthly installments of $137 including interest at approximately 12.0% per annum, through January, 2020.		1,772
Lease obligation on equipment, payable in monthly installments of $266 including interest at approximately 13.3% per annum, through February, 2019.		846
Total lease obligations		6,816
Less current portion		6,816
Lease obligations non- current portion	$	-

The activity for the nine months ended September 30, 2018, is as follows:

	September 30, 2018
Assumed in HelpComm acquisition	$	23,332
Payments		(16,516	)
Total lease obligations	$	6,816

The carrying amount of property and equipment acquired pursuant to capital leases as of September 30, 2018, is as follows:

	September 30, 2018
Cost	$	79,783
Accumulated depreciation		(55,506	)
Net book value	$	24,277

18 Table of Contents

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

The Company accounted for the following Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is 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. See Note 10.

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 due December 19, 2015. The note is convertible at any time 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 September 30, 2018, and December 31, 2017, the outstanding principal amount of the note was $135,371.

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, 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 subject to a ceiling of $0.0005. The three convertible notes were funded on May 1, 2017, when the Company received proceeds of $111,625, after disbursements for the lender’s transaction costs, fees and expenses of $5,875, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the three notes resulted in an initial debt discount of $117,500, an initial derivative expense of $319,692 and an initial derivative liability of $437,192. For the nine months ended September 30, 2018, amortization of the debt discounts of $39,752 was charged to interest expense. As of September 30, 2018, the outstanding principal balance of the three convertible notes was $117,500. On August 8, 2017, the investor funded the $25,000 back-end note when the Company received $23,750 after disbursements for the lender’s transaction costs, fees and expenses of $1,250, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the $25,000 back-end resulted in an initial debt discount of $25,000, an initial derivative expense of $258,904 and an initial derivative liability of $283,904. For the nine months ended September 30, 2018, amortization of the debt discounts of $8,449 was charged to interest expense. As of September 30, 2018, the outstanding principal balance of the funded back-end convertible note was $25,000.

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. The embedded conversion feature included in the note resulted in an initial debt discount of $15,715 and an initial derivative liability of $15,715. The investor sold the note to a third party on May 3, 2017, and the Company issued a replacement note to the buyer, as described below.

On May 3, 2017, the Company issued three replacement notes to a third-party investor. The replacement notes were in the amounts of $22,000, $29,700 and $25,300, respectively, and replaced notes issued in the amounts of $20,000, $27,000 and $23,000, respectively, all due May 3, 2018. The three replacement notes have a stated interest of 8% and each note is convertible at any time 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 notes the conversion price shall have ceiling of $0.0005. The embedded conversion feature included in the three replacement notes resulted in an initial debt discount of $77,000, an initial derivative expense of $158,790 and an initial derivative liability of $235,790. For the nine months ended September 30, 2018, amortization of the debt discount of $25,239 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the principal balance of the three replacement notes in the aggregate was $77,000.

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 mature on June 8, 2018, have a stated interest of 8% and each note is convertible at any time following the funding of such note 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 of $5,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $140,750, an initial derivative expense of $454,574 and an initial derivative liability of $595,324. For the nine months ended September 30, 2018, amortization of the debt discounts of $62,782 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the principal balance of the note is $140,750. On August 8, 2017, the investor funded the $140,750 back-end note when the Company received $135,000 after disbursements for the lender’s transaction costs, fees and expenses of $5,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the back-end resulted in an initial debt discount of $140,750, an initial derivative expense of $1,454,021 and an initial derivative liability of $1,594,771. For the nine months ended September 30, 2018, amortization of the debt discounts of $62,782 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the outstanding principal balance of the back-end convertible note was $140,750.

19 Table of Contents

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

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 mature on June 8, 2018, 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 of $5,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $140,750, an initial derivative expense of $454,574 and an initial derivative liability of $595,324. For the nine months ended September 30, 2018, amortization of the debt discount of $62,782 was charged to interest expense. During the nine months ended September 30, 2018, the investor converted $60,200 of principal and $2,916 of accrued interest into 60,398,076 shares of common stock. On January 26, 2018, the investor sold the remaining principal portion of the note of $80,550 and accrued interest of $3,920, and the Company issued a replacement note of $84,469 to the buyer (see below). As of September 30, 2018, and December 31, 2017, the principal balance of the initial note is $-0- and $140,750, respectively. On August 8, 2017, the investor funded the $140,750 back-end note when the Company received $135,000 after disbursements for the lender’s transaction costs, fees and expenses of $5,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the back-end resulted in an initial debt discount of $140,750, an initial derivative expense of $1,454,021 and an initial derivative liability of $1,594,771. During the nine months ended September 30, 2018, the investor converted $140,750 of principal and $5,152 of accrued interest into 139,618,981 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discount of $62,782 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the outstanding principal balance of the back-end convertible note was $-0- and $140,750, respectively.

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 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 OID of $21,525, and disbursements for the lender’s transaction costs, fees and expenses of $8,500, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $143,500, an initial derivative expense of $134,496 and an initial derivative liability of $277,996. For the nine months ended September 30, 2018, amortization of the debt discounts of $54,048 was charged to interest expense. The note also requires 240 daily payments of $680 per day via ACH, however, there were no payments made for the nine months ended September 30, 2018. During the nine months ended September 30, 2018, the investor converted a total of $52,565 of the face value of the note and $7,663 of accrued interest into 54,752,409 shares of common stock. As of September 30, 2018, and December 31, 2017, the outstanding principal balance of the note was $-0- and $52,565, respectively.

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 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 OID of $34,275, and disbursements for the lender’s transaction costs, fees and expenses of $8,500, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $228,500, an initial derivative expense of $187,733 and an initial derivative liability of $416,233. The note also required 180 daily payments of $1,460 per day via ACH. During the nine months ended September 30, 2018, the investor converted a total of $227,735 of the face value of the note and $13,914 of accrued interest into 212,848,780 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discounts of $127,348 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the outstanding principal balance of the note was $-0- and $227,735, respectively.

On August 1, 2017, the Company issued a convertible promissory note, with a face value of $181,700, maturing on February 1, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on August 3, 2017, when the Company received proceeds of $150,000, after OID of $23,700, and disbursements for the lender’s transaction costs, fees and expenses of $8,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $158,000, an initial derivative expense of $104,654 and an initial derivative liability of $262.654. During the nine months ended March 31, 2018, the investor converted a total of $51,349 of the face value of the note and $2,420 of accrued interest into 49,786,212 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discounts of $50,598 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the note balance is $-0- and $51,349, respectively.

20 Table of Contents

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

On August 7, 2017, the Company issued a convertible promissory note, with a face value of $223,422, maturing on August 7, 2018, and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note was funded on August 9, 2017, when the Company received proceeds of $186,280, after OID of $29,142, and disbursements for the lender’s transaction costs, fees and expenses of $8,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The note also requires 240 daily payments of $931 per day via ACH, no payments were made on the note. The embedded conversion feature included in the note resulted in an initial debt discount of $194,280, an initial derivative expense of $112,250 and an initial derivative liability of $306,530. During the nine months ended September 30, 2018, the investor converted a total of $197,022 of the face value of the note and $461 of accrued interest into 266,781,430 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discounts of $138,853 was charged to interest expense. On March 27, 2018, the investor sold $26,400 of the note to a third party (see below). As of September 30, 2018, and December 31, 2017, the note balance is $-0- and $223,422, respectively.

On October 12, 2017 (the “Issue Date”), the Company issued a convertible promissory note, with a face value of $40,111 maturing October 12, 2018, and stated interest of 12% to a third-party investor. The note is convertible at any time following ninety (90) days after the Issue Date of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $40,111, an initial derivative expense of $35,941 and an initial derivative liability of $76,052. On April 2, 2018, the Company paid $45,000, including $4,889 of interest and prepayment costs. For the nine months ended September 30, 2018, amortization of the debt discounts of $31,297 was charged to interest expense. As of September 30, 2018, and December 31, 2017, the note balance of this note is $-0- and $40,111, respectively.

On November 1, 2017, the Company issued a convertible promissory note, with a face value of $239,200 maturing November 1, 2018, and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note was funded on November 1, 2017, when the Company received proceeds of $200,000, after OID of $31,200, and disbursements for the lender’s transaction costs, fees and expenses of $8,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $208,000, an initial derivative expense of $233,718 and an initial derivative liability of $441,718. For the nine months ended September 30, 2018, amortization of the debt discounts of $206,001 was charged to interest expense. The note also requires 240 daily payments of $997 per day via ACH, no payments have been made on the note. During the nine months ended September 30, 2018, the investor converted a total of $239,200 of the face value of the note and 17,337 of interest into 377,101,781 shares of common stock. As of September 30, 2018, and December 31, 2017, the note balance is $-0- and $239,200, respectively.

On November 9, 2017, the Company issued a convertible promissory note, with a face value of $120,750, maturing on May 1, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on November 10, 2017, when the Company received proceeds of $100,000, after OID of $15,750, and disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $105,000, an initial derivative expense of $41,897 and an initial derivative liability of $146,897. For the nine months ended September 30, 2018, amortization of the debt discounts of $107,585 was charged to interest expense. The note also requires daily payments of $503 until the note is paid in full, no payments have been made and the Company is in default of the note. As of September 30, 2018, and December 31, 2017, the note balance is $120,750.

On December 26, 2017, the Company issued a convertible promissory note, with a face value of $120,750 and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note was funded on December 27, 2017, when the Company received proceeds of $100,000, after OID of $15,750, and disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $105,000, an initial derivative expense of $93,767 and an initial derivative liability of $198,767. For the nine months ended September 30, 2018, amortization of the debt discounts of $88,103 was charged to interest expense. The note also requires 240 daily payments of $503 per day via ACH, no payments have been made and the Company is in default of the note. During the nine months ended September 30, 2018, the investor converted a total of $22,000 of the face value of the note into 55,000,000 shares of common stock. As of September 30, 2018, and December 31, 2017, the note balance is $98,750 and $120,750, respectively, with a carrying value as of September 30, 2018 of $62,850, net of unamortized discounts of $35,900.

21 Table of Contents

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

On January 26, 2018, the Company issued a replacement convertible promissory note in the face amount of $84,469, to a third-party that replaced a portion of the convertible promissory note issued on June 8, 2017, with a face value of $80,550, and accrued interest of $3,913. The embedded conversion feature included in the replacement note resulted in an initial debt discount of $84,469, an initial derivative expense of $58,121 and an initial derivative liability of $142,586. During the nine months ended September 30, 2018, the investor converted a total of $84,469 of the face value of the note and $4,466 of interest into 141,167,968 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discounts of $84,469 was charged to interest expense. As of September 30, 2018, the outstanding principal amount of the replacement note issued was $0.

On January 26, 2018 (the “Issue Date”), the Company issued a convertible promissory note, with a face value of $20,000, maturing on January 26, 2019, and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note was funded on January 26, 2018, when the Company received proceeds of $20,000. The note also requires daily ACH payments of $83, no payments have been made and the Company is in default of the note. The embedded conversion feature included in the note resulted in an initial debt discount of $20,000, an initial derivative expense of $15,403 and an initial derivative liability of $35,403. During the nine months ended September 30, 2018, the investor converted a total of $20,000 of the face value of the note and $1,414 of interest into 53,534,250 shares of common stock. For the nine months ended September 30, 2018, amortization of the debt discounts of $20,000 was charged to interest expense. As of September 30, 2018, the note balance was $0.

On January 29, 2018, the Company issued a convertible promissory note, with a face value of $84,525, maturing on July 29, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on February 5, 2018, when the Company received proceeds of $70,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires daily ACH payments of $263, no payments have been made and the Company is in default of the note. The embedded conversion feature included in the note resulted in an initial debt discount of $89,525, an initial derivative expense of $7,909 and an initial derivative liability of $97,434. For the nine months ended September 30, 2018, amortization of the debt discounts of $84,525 was charged to interest expense. As of September 30, 2018, the note balance was $84,525.

On February 21, 2018, the Company issued a convertible promissory note, with a face value of $184,000, maturing on February 21, 2019, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on February 21, 2018, when the Company received proceeds of $150,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires daily ACH initial payments of $250 for the first 30 days, then an increase to a daily ACH range of $251 to $766. During the nine months ended September 30, 2018, the Company made principal payments of $34,000. The embedded conversion feature included in the note resulted in an initial debt discount of $198,000, an initial derivative expense of $114,501 and an initial derivative liability of $312,501. For the nine months ended September 30, 2018, amortization of the debt discounts of $121,550 was charged to interest expense. As of September 30, 2018, the note balance is $150,000 with a carrying value as of September 30, 2018, of $73,550, net of unamortized discounts of $76,450.

On March 27, 2018, the Company issued a replacement convertible promissory note in the face amount of $26,400, to a third-party that replaced a portion of the convertible promissory note issued on August 7, 2017. During the nine months ended September 30, 2018, the buyer converted the face value of $26,400 of the replacement convertible note into 40,000,000 shares of common stock. As of September 30, 2018, the outstanding principal amount of the replacement note issued was $-0-.

On April 2, 2018 (the “Issue Date”), the Company issued a convertible promissory note, with a face value of $45,000, maturing on April 2, 2019, and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note also requires daily ACH payments of $83, no payments have been made and the Company is in default of the note. The embedded conversion feature included in the note resulted in an initial debt discount of $45,000, an initial derivative expense of $32,083 and an initial derivative liability of $77,083. For the nine months ended September 30, 2018, amortization of the debt discount of $22,625 was charged to interest expense. As of September 30, 2018, the note balance is $45,000 with a carrying value as of September 30, 2018, of $22,625, net of unamortized discounts of $22,375.

22 Table of Contents

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

On April 8, 2018, the Company issued a convertible promissory note, with a face value of $34,500, maturing on October 8, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on April 10, 2018, when the Company received proceeds of $30,000, after disbursements for the lender’s transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $34,500, an initial derivative expense of $29,712 and an initial derivative liability of $64,212. For the nine months ended September 30, 2018, amortization of the debt discounts of $33,542 was charged to interest expense. As of September 30, 2018, the note balance is $34,500 with a carrying value as of September 30, 2018, of $33,542, net of unamortized discounts of $958.

On May 11, 2018, the Company issued a convertible promissory note, with a face value of $215,000, maturing on May 11, 2019, (the “Maturity Date”) and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on May 11, 2018, when the Company received proceeds of $200,000, after disbursements for the lender’s transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $215,000, an initial derivative expense of $40,845 and an initial derivative liability of $255,845. For the nine months ended September 30, 2018, amortization of the debt discounts of $90,722 was charged to interest expense. As of September 30, 2018, the note balance is $215,000 with a carrying value as of September 30, 2018, of $75,722, net of unamortized discounts of $139,278.

On May 18, 2018, the Company issued a convertible promissory note, with a face value of $52,969, maturing on November 18, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on May 18, 2018, when the Company received proceeds of $42,000, after disbursements for the lender’s transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $42,000, an initial derivative expense of $16,011 and an initial derivative liability of $58,011. For the nine months ended September 30, 2018, amortization of the debt discounts of $38,793 was charged to interest expense. As of September 30, 2018, the note balance is $52,969 with a carrying value as of September 30, 2018, of $38,793, net of unamortized discounts of $14,176.

On June 15, 2018, the Company issued a convertible promissory note, with a face value of $63,000, maturing on December 15, 2018, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note also requires daily ACH payments of $350 beginning on August 15, 2018.The note was funded on June 15, 2018, when the Company received proceeds of $50,000, after OID of $8,000, and disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $58,000, an initial derivative expense of $26,864 and an initial derivative liability of $84,864. For the nine months ended September 30, 2018, amortization of the debt discounts of $42,206 was charged to interest expense. As of September 30, 2018, the note balance is $63,000 with a carrying value as of September 30, 2018, of debit balance of $34,206, net of unamortized discounts of $28,794.

On June 20, 2018, the Company issued a convertible promissory note, with a face value of $184,000, maturing on June 20, 2019, (the “Maturity Date”) and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note also requires daily ACH payments of $350. During the nine months ended September 30, 2018, principal payments of $21,000 were made. The note was funded on June 20, 2018, when the Company received proceeds of $150,000, after OID of $24,000, and disbursements for the lender’s transaction costs, fees and expenses of $10,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $160,000, an initial derivative expense of $42,071 and an initial derivative liability of $202,071. For the nine months ended September 30, 2018, amortization of the debt discounts of $54,967 was charged to interest expense. As of September 30, 2018, the note balance is $163,000 with a carrying value as of September 30, 2018, of a debit balance of $134,206, net of unamortized discounts of $28,794.

On August 21, 2018, the Company issued a convertible promissory note, with a face value of $59,000, maturing on August 21, 2019, (the “Maturity Date”) and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on August 21, 2018, when the Company received proceeds of $50,000, after disbursements for the lender’s transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $59,000, an initial derivative expense of $30,249 and an initial derivative liability of $89,249. For the nine months ended September 30, 2018, amortization of the debt discounts of $6,556 was charged to interest expense. As of September 30, 2018, the note balance is $59,000 with a carrying value as of September 30, 2018, of $6,556, net of unamortized discounts of $52,444.

23 Table of Contents

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

On August 21, 2018, the Company issued a convertible promissory note, with a face value of $59,000, maturing on August 21, 2019, (the “Maturity Date”) and stated interest of 10% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on August 21, 2018, when the Company received proceeds of $50,000, after disbursements for the lender’s transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $59,000, an initial derivative expense of $30,249 and an initial derivative liability of $89,249. For the nine months ended September 30, 2018, amortization of the debt discounts of $6,556 was charged to interest expense. As of September 30, 2018, the note balance is $59,000 with a carrying value as of September 30, 2018, of $6,556, net of unamortized discounts of $52,444.

A summary of the convertible notes payable balance as of September 30, 2018, and December 31, 2017, is as follows:

	September 30, 2018			December 31, 2017
Principal balance	$	1,781,865		$	1,993,753
Unamortized discounts		(580,281	)		(1,195,956	)
Ending balance, net	$	1,201,584		$	797,797

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

	Principal			Debt
	Balance			Discounts			Total
Balances at April 1, 2017	$	1,311,163		$	(39,436	)	$	1,271,727
New issuances		2,378,873			(2,515,972	)		(137,099	)
Liquidated damages added to note		42,504			(42,144	)		360
Conversions		(1,470,005	)		-			(1,470,005	)
Cash payments		(268,782	)		-			(268,782	)
Amortization		-			1,401,596			1,401,596
Balance at December 31, 2017		1,993,753			(1,195,956	)		797,797
New issuances		1,004,914			(1,152,459	)		(147,545	)
Conversions		(1,121,691	)		-			(1,121,691	)
Cash payments		(95,111	)		-			(95,111	)
Amortization		-			1,768,134			1,768,134
Balances September 30, 2018	$	1,781,865		$	(580,281	)	$	1,201,584

NOTE 10 - Derivative liabilities

The Company determined that the conversion features of the convertible notes represented embedded derivatives since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature is bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments is recorded as liabilities on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such discounts are amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the derivative liabilities are recorded in other income or expenses in the condensed consolidated statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. See Note 9.

24 Table of Contents

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

The Company valued the derivative liabilities at September 30, 2018, and December 31, 2017, at $1,823,178 and $5,331,567, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions as of September 30, 2018; risk-free interest rates from 2.06% to 2.24% and volatility of 121% to 164%, and the following assumptions at December 31, 2017, risk-free interest rates from 1.06% to 1.28% and volatility of 140% to 260%. The initial derivative liabilities for convertible notes issued during the nine months ended September 30, 2018, used the following assumptions; risk-free interest rates from 1.89% to 2.29% and volatility of 120% to 331%.

A summary of the activity related to derivative liabilities for the nine months ended September 30, 2018, and the nine months ended December 31, 2017, is as follows:

	September 30, 2018			December 31, 2017
Beginning Balance	$	5,331,567		$	1,645,015
Initial Derivative Liability		1,508,509			8,472,521
Reclassification for note conversions and payments		(1,463,906	)		(7,200,168	)
Fair Value Change		(3,552,992	)		2,405,199
Ending Balance	$	1,823,178		$	5,331,567

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

	Three months ended					Nine months ended
	September 30,					September 30,
	2018			2017		2018			2017
Initial derivative expense	$	78,498		$	3,157,811	$	515,043		$	5,334,582
Fair value change in derivatives		(507,194	)		5,296,943		(3,552,992	)		10,564,084
Loss (gain) on fair value of derivatives	$	(428,696	)	$	8,454,754	$	(3,037,949	)	$	15,898,666

NOTE 11 - Stockholders’ Deficit

Preferred Stock

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

Series A Convertible Preferred Stock .

5,000,000 shares of preferred stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”). Each share of Series A Convertible Preferred Stock is convertible at the election of the holder into 0.004 shares of common stock, subject to a 4.9% beneficial ownership limitation, but has no voting rights until converted into common stock. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the outstanding shares of Series A Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus funds or earnings, and before any payment is made in respect of the shares of Common Stock, an amount equal to $2.50 per share of Series A Convertible Preferred Stock, subject to adjustment for stock dividends, combinations, splits, recapitalizations and the like with respect to the Series A Convertible Preferred Stock, plus any and all accrued but unpaid dividends. The holders of Series A Convertible Preferred Stock are entitled to dividends when declared by the board of directors. As of ~~September~~March 3031, ~~2018~~2019, and December 31, ~~2017~~2018, there are no shares of Series A Preferred Stock outstanding.

Series B Preferred Stock

350,000 shares of preferred stock are designated as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at the election of the holder into .~~004~~01 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 ~~September~~March 3031, ~~2018~~2019, and December 31, ~~2017~~2018, there are 264,503 shares of Series B Preferred Stock outstanding.

25Series ~~Table~~C ofPreferred ~~Contents~~Stock

~~BRAVATEK~~1,000,000 ~~SOLUTIONS~~shares of preferred stock are designated as Series C Preferred Stock. Each share of Series C Preferred stock is convertible at the election of the holder into .01 shares of common stock. On October 23, ~~INC~~2015, (the “Amendment Date”), the Company amended the terms and conditions of the Series C Preferred stock, whereby each share of Series C Preferred stock entitles the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company, the Company determined that on the Amendment Date, the amended voting rights of the preferred stock resulted in a change of control of the Company. ~~NOTES~~The TOholders ~~CONDENSED~~of ~~CONSOLIDATED~~the ~~STATEMENTS~~Series ~~FOR~~C ~~THE~~Preferred ~~NINE~~stock ~~MONTHS~~do ~~ENDED~~not ~~SEPTEMBER~~have 30any rights to dividends or any liquidation preferences. As of March 31, 2019, and December 31, 2018, ~~AND~~there are 319,768 shares of Series C preferred stock outstanding, of which 223,768 shares are owned by our Chairman and CEO, Dr. Thomas Cellucci. On October 30, 2017, ~~(unaudited)~~Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement, whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn. As of March 31, 2019, and December 31, 2018, there are 319,768 shares of Series C Preferred Stock outstanding.

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 Company determined that on the Amendment Date, the amended voting rights of the preferred stock resulted in a change of control of the Company. The holders of the Series C Preferred stock do not have any rights to dividends or any liquidation preferences. During the year ended March 31, 2016, the Company’s CEO and another shareholder returned a total of 12,791 shares of common stock to the Company for cancellation in exchange for the issuance of 319,768 shares of Series C Preferred Stock. As of September 30, 2018, and December 31, 2017, there are 319,768 shares of Series C preferred stock outstanding, of which 223,768 shares are owned by our Chairman and CEO, Dr. Thomas Cellucci. On October 30, 2017, Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement, whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn.

Series D Convertible Preferred Stock

On January 12, 2018, the Corporation amended its Articles of Incorporation (the “Articles of Amendment”) to designate a series of preferred stock, the “Series D Preferred Stock.” There were 100,000 shares of preferred stock designated as Series D Preferred Stock, $0.0001 par value. Each share of Series D Preferred Stock is convertible at the election of the holder into a number of shares of Corporation common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion, subject to a 4.99% beneficial ownership limitation. The holders of the Series D Preferred Stock do not have any rights to dividends or any liquidation preferences, and they do not have any voting rights prior to conversion into common stock. ~~The~~As ~~Company~~of ~~issued~~March ~~in the aggregate 100~~31,~~000~~ ~~shares of the Series D Preferred Stock to the sellers of HelpComm. Pursuant to the Purchase Price Allocation of the HelpComm acquisition~~2019, ~~the~~and ~~fair~~December ~~value of the 100~~31,~~000~~ ~~Series D Preferred shares was estimated to be $2~~2018,~~400,000,~~ ~~which~~there ~~the~~are ~~Company~~no ~~has recorded as a long- term liability because the Series D Preferred~~ shares ~~represent an obligation to issue a variable number~~ of ~~shares based on a fixed dollar amount upon conversion. During the three months ended September 30, 2018, 40,000 shares of~~ Series D ~~Convertible~~ Preferred Stock ~~were converted into 416,034,667 shares of common stock~~outstanding.

A16 ~~summary~~Table of ~~the transactions related to the Company’s Series D convertible preferred stock classified as a long-term liability during the nine months ended September 30, 2018, is as follows:~~Contents

		Shares				Dollar Amount
Issuance of shares in acquisition of HelpComm			60,000			$	1,440,000

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

Series E Preferred Stock

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

Common stock

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 July 27, 2018, the Company amended its Articles of Incorporation in the State of Colorado to increase the authorized shares of common stock to 10,600,000,000 shares.

26During ~~Table~~the three months ended March 31, 2019, the Company issued 328,909 shares of ~~Contents~~common stock for conversion of $74,007 of principal and $14,893 of accrued interest, for a total of $88,900.

~~BRAVATEK~~During ~~SOLUTIONS~~the three months ended March 31, ~~INC.~~2018, ~~NOTES~~the TOCompany ~~CONDENSED~~issued ~~CONSOLIDATED~~71,739 ~~STATEMENTS~~shares ~~FOR~~of ~~THE~~common ~~NINE~~stock ~~MONTHS~~for ~~ENDED~~conversion ~~SEPTEMBER~~of 30$679,599 ~~2018~~of ~~AND~~principal ~~2017~~and ~~(unaudited)~~$32,064 of accrued interest, for a total of $711,663.

During the nine months ended September 30, 2018, the Company issued 1,450,989,887 shares of common stock for conversion of $1,121,691 of principal and $55,742 of accrued interest, for a total of $1,177,433. The Company also issued 25,000,000 shares to Triton Funds LLC (see Note 12). In addition during the nine months ended September 30, 2018, the Company issued 416,034,667 shares of common stock for conversion of 40,000 shares of Series D Convertible Preferred Stock.

On May 9, 2018, the Company agreed to issue 25,000,000 shares of the Company’s common stock to Triton Funds, LP’s (“Triton”) affiliate, Triton Funds LLC (See note 12). The shares were issued on May 18, 2018.

As of September 30, 2018, there were 9,266,957,705 shares of common stock issued and outstanding and 1,221 shares of common stock to be issued.

Stock Options

The following table summarizes activities related to stock options ~~of the Company for the nine months ended September 30, 2018~~:

	Number of Options		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2017		102	$	1,103		7.19
Outstanding and exercisable at December 31, 2018		1	$	11,030,000		6.19
Outstanding and exercisable at September 30, 2018		102	$	1,103		6.44
Outstanding and exercisable at March 31, 2019		1	$	11,030,000		5.94

The following table summarizes stock option information as of ~~September~~March 3031, ~~2018~~2019:

Exercise Prices

Outstanding

Weighted ~~Average~~AverageContractual ~~Contractual~~ Life

Exercisable

775,~~500~~000,000

12-

32.4888 Years

120

~~250~~2,500,000

901

6.8531 Years

901

Total

~~102~~1

65.4494 Years

~~102~~1

Warrants

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

	Number of Warrants		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2017		3,263	$	447		2.49
Outstanding and exercisable at December 31, 2018		1	$	4,470,000		1.49
Outstanding and exercisable at September 30, 2018		3,263	$	447		1.74
Outstanding and exercisable at March 31, 2019		1	$	4,470,000		1.24

~~NOTE~~17 12Table -of ~~Commitments and Contingencies~~Contents

~~Legal~~BRAVATEK ~~Matters~~SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(unaudited)

Note 10 – Commitments and Contingencies

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

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

27On ~~Table~~September 7, 2018, the Company filed a claim against Liberated Solutions, Inc. d/b/a the Go Eco Group and Brian Conway for breach of ~~Contents~~contract and other causes of action in the County Court No. 2 for Travis County, Texas (case no. C-1-CV-18-008488), seeking approximately $55,000 in damages. On November 2, 2018, the court entered judgment against the defendants in favor of the Company for $55,000 in damages, plus $4,244 in attorney’s fees. To date the company has not received any payments toward the judgement from Go Eco Group or Brian Conway, and has written the receivable off as a loss.

~~BRAVATEK~~On ~~SOLUTIONS~~October 1, ~~INC~~2018, the Company filed a lawsuit against Mile High Construction seeking $134,900 in damages plus interest and attorney’s fees. ~~NOTES~~To TOdate ~~CONDENSED~~the ~~CONSOLIDATED~~company ~~STATEMENTS~~has ~~FOR~~not ~~THE~~received ~~NINE~~any ~~MONTHS~~payments ~~ENDED~~toward ~~SEPTEMBER~~the ~~30,~~judgement ~~2018~~from ~~AND~~Mile ~~2017~~High ~~(unaudited)~~Construction.

OnDuring ~~September~~October 7,of 2018, Adar Bays, LLC (“Adar”), one of the Company’s ~~filed~~lenders aholding ~~claim~~approximately ~~against~~$636,371 ~~Liberated~~in ~~Solutions~~convertible notes, ~~Inc.~~sent ~~d/b/a~~two demand letters to the GoCompany ~~Eco~~noting ~~Group~~the ~~and~~Company ~~Brian~~in ~~Conway~~default for ~~breach~~the ofCompany’s ~~contract~~failure ~~and~~to ~~other~~(i) ~~causes~~repay ofthe ~~action~~notes inat ~~the~~maturity, ~~County~~(ii) ~~Court~~honor ~~No.~~a 2partial ~~for~~conversion ~~Travis~~of ~~County~~the notes, ~~Texas~~and (~~case~~iii) noreserve sufficient shares for issuance upon conversion of the notes. ~~C-1-CV-18-008488)~~The Company retained litigation counsel, ~~seeking~~which ~~approximately~~responded ~~$55~~to Adar’s counsel,~~000~~ inand ~~damages.~~on Onor about November 29, 2018, Adar’s manager and the ~~court~~Company’s ~~entered~~CEO ~~judgment~~agreed ~~against~~to ~~the~~headline ~~defendants~~settlement interms. ~~favor~~The ofparties ~~the~~reached ~~Company~~a ~~for~~settlement ~~$55~~agreement on or about December 3,~~000~~ 2018, in ~~damages,~~which ~~plus~~Bravatek $4agreed to reserve 100,~~244~~000,000 inshares ~~attorney~~of common stock for issuance to Adar upon Adar’s ~~fees~~conversion of its convertible notes.

On October 1, 2018, the Company filed a lawsuit against Mile High Construction seeking $134,900 in damages plus interest and attorney’s fees.

Strategic Alliance Agreements

On September 5, 2017, the Company entered into a Strategic Alliance Agreement with DarkPulse Technology Holdings Inc. (“DarkPulse”), a New York corporation engaged in manufacturing hardware and software based on its BOTDA (Brillouin Optical Time Domain Analysis) technology, designating the Company as DarkPulse’s project-based partnership channel for government and non-governmental departments, agencies and units, for the purpose of promoting DarkPulse’s products, and pursuant to which DarkPulse will cross-promote the Company’s products and services, and the Company will be paid sales commissions for clients introduces to DarkPulse by the Company. ~~As of September 30, 2018, the Company has not recognized any revenue or expenses related to this agreement.~~ On October 19, 2017, the Company entered into an Addendum (the “Addendum”) to the Strategic Alliance Agreement with DarkPulse, pursuant to which Addendum the Company shall receive 20% of project revenue for DarkPulse’s “Five Deployments Eurasian Mining Project,” and 10% of project revenue for two additional DarkPulse agency agreements more specifically described in the Addendum. As of ~~September~~March 3031, ~~2018~~2019, the Company has ~~not~~ recognized ~~any~~$85,750 of revenue ~~or expenses~~ related to this agreement.

On ~~December~~January 135, ~~2017~~2018, the Company entered into a Strategic Alliance Agreement with QBRICS, Inc. (“QBRICS”"), a corporation organized under the laws of Delaware engaged in providing customized private blockchain platforms and solutions for governmental and non-governmental departments / agencies / units for the purpose of promoting QBRICS’s relevant capabilities, products and/or service solutions, and pursuant to which QBRICS will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with QBRICS, and delivered through the Company or a QBRICS-designated distribution affiliate or sales channel. As of ~~September~~March 3031, ~~2018~~2019, the Company has not recognized any revenue or expenses related to this agreement.

On18 ~~January~~Table ~~5, 2018, the Company entered into a Strategic Alliance Agreement with AppGuard LLC (“AppGuard”), a corporation organized under the laws~~ of Delaware engaged in providing anti-malware software for Windows devices, for the purpose of promoting AppGuard’s relevant capabilities, products and/or service solutions, and pursuant to which AppGuard will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with AppGuard, and delivered through the Company or a AppGuard-designated distribution affiliate or sales channel. As of September 30, 2018, the Company has recognized $1,666 in revenue and $738 in expenses related to the agreement.Contents

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

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

28FOR ~~Table~~THE ofTHREE ~~Contents~~MONTHS ENDED MARCH 31, 2019 AND 2018

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

~~Pursuant~~On toJanuary ~~the~~4, ~~DP Telecom Strategic Alliance Agreement~~2018, the ~~parties also agreed that the~~ Company ~~would~~entered ~~make~~into ~~every reasonable effort to fund $200,000 to DP Telecom within 60 days pursuant to~~ a ~~Credit Agreement attached to the DP Telecom~~ Strategic Alliance Agreement aswith ~~Exhibit~~AppGuard ALLC (~~the~~ “~~Credit Agreement~~AppGuard”), ~~which~~a ~~the~~corporation ~~MAP~~organized ~~Partners~~under ~~and~~ the ~~Company~~laws ~~would~~of ~~execute~~Delaware atengaged ~~closing~~in ofproviding ~~the~~anti-malware ~~funding~~software ~~(the~~for ~~“Closing”).~~Windows ~~At the Closing~~devices, ~~(1)~~for ~~Bravatek~~the ~~was~~purpose toof ~~fund~~promoting DPAppGuard’s ~~Telecom~~relevant ~~$200~~capabilities,~~000,~~ ~~(2)~~products DPand/or ~~Telecom~~service ~~was~~solutions, ~~to execute a secured promissory note (the “Note”)~~ and ~~security~~pursuant ~~agreement~~to ~~(the~~which ~~“Security~~AppGuard ~~Agreement”)~~will incross-promote the ~~forms~~Company’s ~~attached~~products asand ~~exhibits~~services, toand the ~~Credit~~Company ~~Agreement,~~will ~~(3)~~be ~~IEVOLV~~paid ~~was~~sales tocommissions ~~execute a guaranty (the “Guaranty”)~~ in the ~~form~~range ~~attached as an exhibit to the Credit Agreement, (4) each~~ of ~~DP Telecom and IEVOLV were to pay Bravatek~~ 10%-20% of ~~their~~project ~~net~~revenue ~~profits~~ for aclients ~~minimum~~introduced ofby ~~6 months following~~ the ~~Closing~~Company, ~~and~~registered ~~(5)~~with ~~each~~AppGuard, ~~of DP Telecom~~ and ~~IEVOLV~~delivered ~~were~~through ~~to grant~~ the Company ~~a right of first refusal to provide telecom services for all telecom projects that either DP Telecom~~ or ~~IEVOLV receive for~~ a ~~minimum~~AppGuard-designated ofdistribution 6affiliate ~~months~~or ~~following~~sales ~~Closing~~channel. OnAs of March 131, ~~2018~~2019, the Company ~~remitted~~has recognized $251,~~000~~666 ~~to DP Telecom~~ in ~~exchange~~revenue ~~for~~and ~~a Promissory Note. Since the entire~~ $~~200,000~~738 ~~was~~in ~~not~~expenses ~~funded,~~related ~~other than the issuance of the Promissory Note, the parties have not proceeded~~ to ~~Closing and executed~~ the ~~additional agreements that were to be executed at Closing. The Company and DP Telecom entered into a settlement~~ agreement ~~on October 8, 2018 whereby DP Telcom agreed to repay the $25,000 with weekly payments of $300~~.

On ~~March~~January 1410, 2018, the Company entered into a Strategic Alliance Agreement with ~~OrangeHook,~~Fazync ~~Inc.~~LLC (“~~OrangeHook~~Fazync”), a ~~Florida~~Colorado ~~corporation~~limited liability company engaged in ~~the~~providing ~~business~~energy-saving ofsolutions ~~providing~~and ~~identification~~capabilities ~~authentication~~to ~~and~~the ~~credentialing~~Critical ~~software~~Infrastructure/Key Resources arena, for the purpose of promoting ~~OrangeHook~~Fazync’s relevant capabilities, products and/or service solutions, and pursuant to which ~~OrangeHook~~Fazync will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with ~~OrangeHook~~Fazync, and delivered through the Company or a ~~OrangeHook~~Fazync-designated distribution affiliate or sales channel. As of ~~September~~March 3031, ~~2018~~2019, the Company has not recognized any revenue or expenses related to this agreement.

On ~~March~~February 2815, 2018, the Company entered into a Strategic Alliance Agreement ~~with~~(the ~~Center~~“DP ~~for~~Telecom ~~Threat~~Strategic ~~Intelligence~~Alliance Agreement”) with IEVOLV Ventures, ~~LLC~~Inc., a California corporation engaged in providing turnkey telecom services (“~~Center~~IEVOLV”), aand ~~Washington~~with ~~limited~~DP ~~liability~~Telecom ~~company~~Inc., a Wyoming corporation engaged in ~~the~~providing ~~business~~telecommunications ofimplementation support for turn-key vendors with a focus on electrical and ground-based projects while providing ~~critical~~logistical ~~threat~~management ~~intelligence~~for ~~training~~strategic partners in the northern California market (“DP Telecom” and together with IEVOLV the “MAP Partners”), for the purpose of promoting ~~Center~~the MAP Partners’s relevant capabilities, products and/or service solutions, and pursuant to which ~~Center~~the MAP Partners will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 1015%-20% of project ~~revenue~~net profit for clients introduced by the Company~~, registered with Center, and delivered through the Company or a Center-designated distribution affiliate or sales channel~~. As of ~~September~~March 3031, ~~2018~~2019, the Company has not recognized any revenue or expenses related to this agreement.

OnPursuant ~~April~~to 2,the ~~2018~~DP Telecom Strategic Alliance Agreement, the parties also agreed that the Company ~~entered~~would ~~into~~make every reasonable effort to fund $200,000 to DP Telecom within 60 days pursuant to a ~~consulting~~Credit ~~agreement~~Agreement ~~with~~attached ~~AWS~~to ~~Services~~the DP Telecom Strategic Alliance Agreement as Exhibit A (the “Credit Agreement”), ~~Inc~~which the MAP Partners and the Company would execute at closing of the funding (the “Closing”). At the Closing, (1) Bravatek was to fund DP Telecom $200,000, (2) DP Telecom was to execute a secured promissory note (the “~~AWS~~Note”) and ~~David~~security ~~Singer~~agreement (the “~~Consultant~~Security Agreement”). ~~The~~in ~~Consultant~~the ~~will~~forms ~~act~~attached as exhibits to the ~~Company’s~~Credit ~~Vice~~Agreement, ~~President~~(3) IEVOLV was to execute a guaranty (the “Guaranty”) in the form attached as an exhibit to the Credit Agreement, (4) each of ~~Sales~~DP Telecom and ~~provide~~IEVOLV were to pay Bravatek 20% of their net profits for a minimum of 6 months following the ~~Company~~Closing, ~~with~~and ~~services~~(5) ~~consisting~~each of ~~managing~~DP Telecom and IEVOLV were to grant the Company’s ~~sales~~a ~~team~~right ~~and~~of ~~efforts~~first ~~and~~refusal ~~proprietary~~to ~~and~~provide ~~partner~~telecom ~~product~~services ~~solution~~for ~~and~~all ~~sales~~telecom projects that either DP Telecom or IEVOLV receive for a minimum of 6 months following Closing. ~~The~~On ~~Company~~March ~~will~~1, ~~pay~~2018, the ~~Consultant~~Company remitted $225,000 ~~per~~to ~~month~~DP ~~and~~Telecom in exchange for a ~~10%~~Promissory ~~commission~~Note. onSince ~~mutually~~the ~~agreed~~entire ~~upon~~$200,000 ~~sales~~was not funded, toother bethan ~~paid~~the ~~within~~issuance 30of ~~days~~the ~~after~~Promissory Note, the ~~Company~~parties ~~receives~~have ~~payment~~not ofproceeded ~~such~~to ~~sales,~~Closing and anexecuted ~~amount~~the ofadditional ~~shares~~agreements that were to be ~~determined~~executed at ~~the~~Closing. ~~discretion~~The ofCompany and DP Telecom entered into a settlement agreement on October 8, 2018 whereby DP Telcom agreed to repay the ~~Company’s~~$25,000 ~~CEO~~with weekly payments of $300. ~~The~~As ~~agreement~~of ~~will~~March ~~continue~~31, ~~until~~2019, ~~terminated~~the bycompany ~~either~~has ~~party~~received in$2,100 ~~their~~of ~~sole~~the ~~and~~outstanding ~~absolute~~settlement ~~discretion~~agreement.

On ~~May~~March 1114, 2018, the Company entered into a Strategic Alliance Agreement with KPOrangeHook, ~~Consulting~~Inc. (“OrangeHook”), a ~~Guam-based~~Florida ~~systems~~corporation ~~integration~~engaged ~~consulting~~in ~~services~~the business. ~~Pursuant~~of toproviding ~~the~~identification ~~agreement,~~authentication ~~the~~and ~~Company~~credentialing ~~will~~software, ~~offer~~for athe ~~business~~purpose ~~advisory~~of ~~role~~promoting toOrangeHook’s KPrelevant ~~Consulting~~capabilities, ~~for~~products ~~prospective~~and/or ~~clients~~service insolutions, ~~the private~~ and ~~public~~pursuant ~~sectors.~~to KPwhich ~~Consulting~~OrangeHook will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with KPOrangeHook, ~~Consulting~~and delivered through the Company or a OrangeHook-designated distribution affiliate or sales channel. As of ~~September~~March 3031, ~~2018~~2019, the Company has not recognized any revenue or expenses related to this agreement.

On ~~June~~March 2628, 2018, the Company entered into a Strategic Alliance Agreement with AGCenter ~~Capital~~for ~~Management~~Threat Intelligence, ~~LLP~~LLC (“AGCenter”), a ~~Kazakhstan-based~~Washington limited liability company engaged in the business of providing ~~scalable~~critical ~~integrated~~threat ~~secure~~intelligence ~~IT services focused on financial~~training, ~~security, commerce and other markets~~ for the purpose toof ~~streamline~~promoting ~~secure~~Center’s ~~low-cost~~relevant ~~transactions.~~capabilities, ~~Pursuant~~products toand/or ~~the~~service ~~agreement~~solutions, ~~the~~and ~~Company~~pursuant ~~will offer a business advisory role~~ to KPwhich ~~Consulting~~Center ~~for prospective clients in the private and public sectors. AG~~ will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with AGCenter, and delivered through the Company or a Center-designated distribution affiliate or sales channel. As of ~~September~~March 3031, ~~2018~~2019, the Company has not recognized any revenue or expenses related to this agreement.

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

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

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

On January 7, 2019, the Company entered into a Strategic Alliance Agreement with Optimized Fuel Technologies, a Wyoming corporation engaged in the business of manufacturing and distributing Electric Vehicles, for the purpose of developing a joint Product Solution and Application Strategy whereby targeted markets, potential clients, and types of applications can be developed.

On March 25, 2019, the Company entered into a Strategic Alliance Agreement with MC Smart Controls, a Utah corporation engaged in the business of providing engineering, design, manufacturing, sales, marketing, and installation of irrigation controls, water flow sensors and IIOT (Industrial Internet of Things) technology, for the purpose developing and implementing joint Product Solution and Application Strategy for targeted markets, potential clients, and applications.

Joint Venture Agreements

Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc. (“DarkPulse”), pursuant to which (1) the parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA ~~dark-pulse~~DarkPulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”); (2) the Company would fund $10,000 in initial capital to the JV; and (3) and the JV would have a royalty-free non-exclusive license to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. While DarkPulse has a controlling financial interest in the JV, the Company and DarkPulse jointly ~~manage~~managed the JV, and any significant decisions and/or actions of the JV ~~require~~required the mutual consent of both parties. On January 25, 2018, our CEO was appointed to the Board of Directors of DarkPulse, and on February 5, 2018, he was also named Co-CEO of DarkPulse. Dr. Cellucci was terminated as co-CEO and Board Member of DarkPulse as of February 2019, which removes the significant influence aspect of the association with DarkPulse. Additionally, during the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2018, the Company funded $89,450 to the JV and iswas the only party with a financial risk in the JV. ~~Therefore~~Due to the termination of the relationship between our CEO and DarkPulse in 2019, the Company ishas ~~consolidating~~recorded ~~the~~a JVloss for these funds in the ~~condensed~~amount ~~consolidated~~of ~~financial~~$89,450. ~~statements~~On ~~presented~~March ~~herein.~~26, 2019, DarkPulse notified the JV that it was terminating the JV’s license to DarkPulse’s technology.

29 Table of Contents

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

Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement” or the “JV”) with The Go Eco Group, a corporation organized under the laws of the State of Nevada (“LIBE”), pursuant to which (1) the parties formed a JV limited liability company in Delaware to develop, market and sell products, services and technology based on a web-enabled Light Guard System (the “System”), (2) the JV is owned 35% by the Company and 65% by LIBE; (3) the Company funded $25,000 in initial capital to the JV; and (4) the JV shall have an irrevocable royalty-free non-exclusive license to use all of LIBE’s direct and/or licensed intellectual property necessary for the JV to develop and sell the System. While LIBE has a controlling financial interest in the JV, the Company and LIBE jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties. Therefore, the Company is accounting for its 40% ownership interest in the JV using the equity method of accounting. The JV is a related party to the Company. As of September 30, 2018, the JV owes the Company $30,000, and management has recorded an allowance for doubtful accounts of $30,000. The Company engaged a law firm to pursue the collection of the $30,000, and has now received a judgment as described above.

Other

On July 10, 2017, the Company filed an Affidavit of Claim in the amount of $552,444 with The Hanover Insurance Company (“Hanover”) as surety for YKTG, LLC (“YKTG”), related to YKTG’s alleged breaches of contract and failure to cure. Hanover denied the claim on the basis that the Company did not render “labor, materials and equipment” to YKTG relating to the YKTG construction contract for which Hanover was surety, and the Company is evaluating its options for legal recourse.

On October 30, 2017, Dr. Cellucci, and Carebourn Capital L.P. executed Amendment No.1 to their Pledge Agreement (the “Pledge Agreement”), whereby, Dr. Cellucci, as collateral security, pledged 223,768 shares of his Series C Preferred Stock to Carebourn.

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

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

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

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

DTREDS, LLC	$	1,376,167
YKTG LLC		4,857,441
TOTAL	$	6,233,608

~~NOTE~~Note 1311 -– Subsequent Events

The Company has evaluated subsequent events ~~through~~from ~~the~~March ~~date~~31, ~~the~~2019, ~~financial~~through ~~statements~~the ~~were~~date ~~issued~~of ~~and~~filing ~~filed~~this ~~with~~Form ~~the~~10-Q, ~~Securities~~ and ~~Exchange Commission. The Company has~~ determined ~~that~~ there are no other ~~such~~items ~~events~~to ~~that~~disclose ~~warrant~~other ~~disclosure~~than orthose ~~recognition~~disclosed inherein ~~the~~or ~~financial statements, except as stated herein.~~below:

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

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

On April 22, 2019, the Company issued a convertible promissory note, with a face value of $41,345, maturing on April 22, 2019, and stated interest of 12% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company’s common stock, based on a conversion ratio of 60% of the average of the three lowed trading prices quoted for the 20 days prior to conversion. The note contained an original issue discount of $5,325.

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

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

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

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

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

On May 21, 2019, the Company entered into a Strategic Alliance Agreement with Attacktica, Inc., a Virginia corporation, engaged in the business of providing top-tier cyber analysis services and cyber-security based products for both the public and private sectors—helping its clients maintain compliancy and improve their security posture in order to protect their valuable assets from unauthorized access and possible theft, modification, or destruction, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Critical Power Group’s relevant products and/or service solutions.

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

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

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

On June 14, 2019, the Company entered into a Strategic Alliance Agreement with RMA Armament, a Iowa corporation, engaged in the business of providing top-tier, fully-tested body armor and protection for applications in both the public and private sectors for helping its clients maintain the capability to perform their duties in harsh or dangerous environments, for the purpose of forming a project-based business partnership channel for governmental and non-governmental departments, agencies, or units to promote Critical Power Group’s relevant products and/or service solutions.

Note 12 – Restatement of Previously Issued Financial Statements

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

a) remove all transactions related to HelpComm

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

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

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

BRAVATEK SOLUTIONS, INC.
BALANCE SHEET
As of March 31, 2018
(unaudited)

As Previously

Filed

Adjustments

As Restated

CURRENT ASSETS

Cash

$ 75,803

$ (30,664 )

$ 45,139

Accounts receivable

361,872

(361,872 )

a

-

Accounts receivable, related party

24,837

-

24,837

Note receivable

25,000

(25,000 )

a

-

Prepaid expenses and other current assets

288,566

(243,616 )

a

44,950

Investment in unconsolidated investee

20,000

(20,000 )

a

-

TOTAL CURRENT ASSETS

796,078

(681,152 )

a

114,926

Property and equipment, net

229,035

(209,668 )

a

19,367

Intangible assets, net

1,861,533

(1,861,533 )

a

-

Goodwill

1,339,259

(1,339,259 )

a

-

TOTAL ASSETS

4,225,905

$ (4,091,612 )

$ 134,293

CURRENT LIABILITIES

Convertible notes payable, net of discounts

$
816,238

$ -

$ 816,238

Notes payable

898,946

(68,158 )

a

830,788

Revolving line of credit

493,666

(493,666 )

a

-

Bank term loans

95,458

(95,458 )

a

-

Accounts payable and accrued liabilities

699,034

(627,557 )

a

71,477

Accounts payable, related party

341,671

(22,282 )

a

319,389

Accrued interest

348,914

(40,110 )

b

308,804

Capital leases payable

17,244

(17,244 )

a

-

Derivative liabilities

3,036,641

67,168

c

3,103,809

TOTAL CURRENT LIABILITIES

6,747,812

(1,297,307 )

5,450,505

LONG-TERM LIABILITIES

Notes payable

94,544

(94,544 )

a

-

Bank term loans

204,832

(204,832 )

a

-

Capital leases payable

753

(753 )

a

-

Series D convertible preferred stock

2,400,000

(2,400,000 )

a

-

TOTAL LONG-TERM LIABILITIES

2,700,129

(2,700,129 )

-

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Series B preferred stock

26

-

26

Series C preferred stock

32

-

32

Common stock

6,097,640

-

6,097,640

Common stock to be issued

66,917

-

66,917

Additional paid in capital

18,231,714

954,575

c

19,186,289

Accumulated deficit

(29,618,365 )

(1,048,751 )

a,b,c

(30,667,116 )
TOTAL STOCKHOLDERS' DEFICIT

(5,222,036 )

(94,176 )

(5,316,212 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 4,225,905

$ (4,091,612 )

$ 134,293

23

Table of Contents

BRAVATEK SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

BRAVATEK SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2018

(unaudited)

	As Previously
	Filed			Adjustments				As Restated

Sales, other	$	1,044,156		$	(1,044,156	)	a	$	-
Sales, related party		24,837			-				24,837
Total sales		1,068,993			(1,044,156	)			24,837
Cost of services		821,092			(818,778	)			2,314
GROSS PROFIT (LOSS)		247,901			(225,378	)			22,523

OPERATING EXPENSES
Selling expenses		10,300			-				10,300
General and administrative		668,788			(438,706	)	a		230,082
Research and development		10,000			-				10,000
TOTAL OPERATING EXPENSES		689,088			(438,706	)			250,382

OPERATING LOSS		(441,187	)		213,328				(227,859	)
OTHER INCOME (EXPENSES)
Interest expense		(60,551	)		10,916		a		(49,635	)
Loss on investment in joint venture		-			(20,000	)	a		(20,000	)
Other income		11,448			(9,943	)	a		1,505
Loss on failed acquisition		-			(150,000	)	a		(150,000	)
Gain (loss) on fair value of derivatives		1,777,359			(1,763,589	)	c		13,770
Gain (loss) on extinguishment of debt		(20,000	)		-				(20,000	)
Amortization of debt discount		(802,085	)		187,989		c		(614,096	)
TOTAL OTHER INCOME (EXPENSE), NET		906,171			(1,744,627	)			(838,456	)

NET INCOME (LOSS)	$	464,984		$	(1,531,299	)		$	(1,066,315	)

EARNINGS (LOSS) PER SHARE	$	0.55						$	(1.26	)

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(unaudited)

BRAVATEK SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2018

(unaudited)

	As Previously
	Filed			Adjustments				As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss )	$	464,984		$	(1,531,299	)		$	(1,066,315	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Amortization and depreciation		197,206			(117,157	)	a		80,049
Loss on rescinded acquisition		-			150,000		a		150,000
Loss on extinguishment of debt		-			20,000		a		20,000
Amortization of debt discounts		802,084			(187,988	)	c		614,096
(Gain) loss on fair value of derivatives		(1,777,359	)		1,763,589		c		(13,770	)
Loss on investment in joint venture		-			20,000		a		20,000
Changes in operating assets and liabilities:
Accounts receivable, related party		49,989			(64,826	)	a		(14,837	)
Accounts receivable		(24,837	)		24,837		a		-
Prepaid expenses and other current assets		26,875			(48,764	)	a		(21,889	)
Accounts payable and accrued liabilities		(87,597	)		124,690		a,b		37,093
Accounts payable and accrued liabilities, related party		3,938			(2,728	)	a		1,210
NET CASH USED IN OPERATING ACTIVITIES		(344,717	)		150,354				(194,363	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in HelpComm acquisition		46,910			(196,910	)	a		(150,000	)
Purchase of property and equipment		(10,190	)		10,190		a		-
Investment in joint venture		(20,000	)		-				(20,000	)
Purchase of note receivable		(25,000	)		25,000		a		-
Purchase of exclusivity		(29,880	)		-				(29,880	)
NET CASH USED IN INVESTING ACTIVITIES		(38,160	)		(161,720	)			(199,880	)

CASH FLOWS FROM BY FINANCING ACTIVITIES
Payments of principal on notes and leases payable		(21,901	)		21,901		a		-
Payments of principal on convertible notes payable		(4,500	)		-				(4,500	)
Payments of principal on bank term notes payable		(22,454	)		22,454		a		-
Proceeds from issuance of convertible debt , net		240,000			14,525		a		254,525
Proceeds from revolving line of credit		495,000			(495,000	)	a		-
Payments on revolving line of credit		(416,822	)		416,822		a		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		269,323			(19,298	)			250,025

NET INCREASE IN CASH AND CASH EQUIVALENTS		(113,554	)		(30,664	)			(144,218	)

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

End of period	$	75,803		$	(30,664	)		$	45,139

Table of Contents

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

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

Overview and Plan of Operation

Bravatek Solutions, Inc., a Colorado corporation, was incorporated in the State of Colorado, on April 19, 2007. The Company provides security, defense, and information security solutions, which assist corporate entities, governments and individuals in protecting their organizations and/or critical infrastructures against error, and physical and cyberattack. 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.

The Company's primary business operations are focused on establishing a strategic leadership position in cybersecurity enterprise and consumer solutions, a variety of security tools, and telecom services within the U.S. and abroad. In a general way, Bravatek should be referred to as a global security platform company that develops and/or distributes cybersecurity-based software, tools and systems (including, but not limited to telecom services). The Company has developed and plans to continue selling an enterprise-level secure email software appliance named Ecrypt One. Ecrypt One is a patent-pending email server with integrated security technology. It was designed to protect email and attachments in transit and at rest. It incorporates multiple security technologies and techniques, such as encryption, role-based access controls, server rules that enforce security, and multi-factor authentication. It was designed to assist organizations and governments to meet and maintain compliance with information security regulations such as HIPAA. The Company began taking pre-orders for Tuitio, a consumer software product (protected by two issued patents) in the second quarter of 2018. The Company has filed a patent application for multiple attributes and processes contained in Ecrypt One.

The Company has filed a patent application for multiple attributes and processes contained in Ecrypt One.

In addition to the foregoing, in an effort to advance the business operations of the Company, over the next twelve (12) months the Company plans to undertake the following actions:

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

The foregoing business actions are goals of the Company. There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.

On January 16, 2019, the Company affected a 10,000 for 1 reverse stock split. All common stock share and per share information has been retroactively adjusted to reflect this reverse stock split.

The procurement and use of commercially available security solutions, and similar products and services, by government and military agencies is controlled through various regulations. In order to provide or sell a service or product to a government or military agency, a vendor or provider can be approved by and listed with the United States General Services Administration (“GSA”) or other US government contract vehicles. As of May 23, 2019, many of the Company’s and its alliance partners’ products and services were made available to government customers via i3 Integrative Creative Solutions, LLC’s GSA IT 70 contract vehicle. The Company has continued to negotiate several alliance agreements with firms that may yield both short and longer-term sales in the fields of software, tools and systems (including telecom).

Table of Contents

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the years ended March 31, 2019 and 2018 contained in this quarterly report on Form 10-Q.

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

Results of Operation for the three months ended March 31, 2019, compared to the three months ended March 31, 2018.

Revenue

For the three months ended March 31, 2019, the Company had revenues of $86,370 compared to $24,837 for the three months ended March 31, 2018. The 2019 revenues were from related parties and included the sale of licensed software, hosting and support as well as the installation. The 2018 period included related party revenue of $24,837.

Cost of Services

For the three months ended March 31, 2019, the Company had cost of services of $194 compared to $2,314 for the three months ended March 31, 2018. Cost of services are comprised of materials, labor, sub-contractors and related expenses.

Operating Expenses

For the three months ended March 31, 2019, the Company had operating expenses of $215,144 compared to $250,382 for the three months ended March 31, 2018. The decrease in operating expenses was principally attributable to lower amortization expense.

Other Income (Expenses)

Other income for the three months ended March 31, 2019, was $1,362,116 compared to other expense of $838,456 for the three months ended March 31, 2018. The change was primarily due to a decrease of amortization of debt discounts from $614,096 for the three months ended March 31, 2018 to $302,328 for the three months ended March 31, 2019, as a result of the amortization of debt discounts recorded on newly issued convertible notes in the 2018 period offset by an increase in derivative expense from a gain of $13,770 for the three months ended March 31, 2018 compared to $1,753,969 for the three months ended March 31, 2019. The Company also recognized a loss on rescinded acquisition of $150,000 in the 2018 period and $0 for the comparable period in 2019.

Net Income / Loss

The Company had a net income of $1,223,148 for the three months ended March 31, 2019 compared to a net loss of $1,066,315 for the three months ended March 31, 2018. The decrease in net loss for the three months ended March 31, 2019 compared to the three months ended March 31, 2018, was predominantly due to the factors described above.

Liquidity and Capital Resources

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

During the past year, we primarily funded our business operations with proceeds from convertible notes. We may conduct a private placement offering to seek to raise the necessary working capital to continue to fund our business operations, or continue to rely on the issuance of convertible promissory notes to fund our business operations. We are also in discussions with Private Equity firms to obtain the proper capitalization the company never received at its inception.

As of March 31, 2019, we had a bank overdraft of $11,432, as compared to cash on hand of $14,094 at December 31, 2018. As of March 31, 2019, we had current liabilities of $7,189,918 (including $3,556,075 of noncash derivative liabilities) compared to current assets of $59,805 which resulted in working capital deficit of $7,130,113. The current liabilities are comprised of accounts payable, accrued expenses, accrued interest, convertible debt, derivative liabilities, accounts payable related party and notes payable.

Table of Contents

Operating Activities

For the three months ended March 31, 2019, net cash used in operating activities was $13,826 compared to $194,363 for the three months ended March 31, 2018. For the three months ended March 31, 2019, our net cash used in operating activities was primarily attributable to the net loss adjusted by loss on the fair value of derivatives and amortization of debt discounts. Net changes of $202,408 in operating assets and liabilities increased the cash used in operating activities. For the three months ended March 31, 2018, our net cash used in operating activities was primarily attributable to the net loss adjusted by amortization and depreciation, amortization of debt discounts, loss on investment in joint venture and loss on rescinded acquisition of HelpComm. Net changes of $1,577 in operating assets and liabilities positively impacted the cash flows from operating activities.

Investing Activities

For the three months ended March 31, 2019, the Company has no cash used in investing activities. For the three months ended March 31, 2018, the Company invested $150,000 in the acquisition of HelpComm, $20,000 in a joint venture with DarkPulse, and $29,880 for purchase of exclusivity rights.

Financing Activities

For the three months ended March 31, 2019, the net cash used in financing activities was $268 compared to cash provided by financing activities of $250,025 for the three months ended March 31, 2018. During the three months ended March 31, 2019, we had an increase in cash overdraft of $11,432 and repaid $11,700 of convertible notes. During the three months ended March 31, 2018, we received proceeds of $254,525 from the issuance of convertible notes and repaid $4,500 of convertible notes.

Going Concern

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

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

Critical Accounting Policies

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

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

Table of Contents

Use of Estimates

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

Revenue Recognition

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

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

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

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

Changes in Internal Control over Financial Reporting

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

Table of Contents

~~BRAVATEK~~PART ~~SOLUTIONS,~~II ~~INC.~~- ~~NOTES~~OTHER ~~TO CONDENSED CONSOLIDATED STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (unaudited)~~INFORMATION

~~Subsequent~~ITEM to1. ~~September~~LEGAL ~~30, 2018, the holders of the Company’s convertible notes converted $105,000 of the principal and interest balance of the convertible notes into 250,000,000 shares of common stock~~PROCEEDINGS.

OnThe ~~October~~Company 26is not a party to any significant pending legal proceedings other than as disclosed below, ~~2018~~and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company ~~amended~~and ~~its~~no ~~Articles~~owner of ~~Incorporation~~record toor ~~increase~~beneficial owner of more than 5.0% of the ~~number~~securities of ~~authorized~~the ~~shares~~Company, or any associate of ~~common~~any ~~stock~~such director, officer or security holder is a party adverse to ~~11,600,000,000~~the Company or has a material interest adverse to the Company in reference to pending litigation.

~~During~~On ~~October~~or ofabout March 27, 2018, ~~Adar~~Global ~~Bays~~Capital Partners, LLC (“~~Adar~~Global”), ~~one of the Company’s lenders holding approximately $636,371.20 in convertible notes,~~ sent ~~two~~a demand ~~letters~~for topayment ~~the~~of ~~Company~~amounts ~~noting~~allegedly ~~the~~owed ~~Company~~by ~~in default for~~ the Company’s ~~failure~~ to ~~(i)~~Global ~~repay~~pursuant ~~the~~to ~~notes~~several atpromissory ~~maturity, (ii) honor a partial conversion of the~~ notes, and ~~(iii)~~threatening ~~reserve~~legal ~~sufficient shares for issuance upon conversion of the notes~~action. The Company retained Texas litigation counsel, ~~which~~and responded to ~~Adar’s~~the ~~counsel,~~demand ~~and~~letter. onOn or about ~~November~~March 91, ~~2018~~2019, ~~Adar’s~~Global ~~manager~~filed ~~and~~a ~~the~~breach ~~Company’s~~of ~~CEO~~contract ~~agreed~~complaint toagainst ~~headline~~the ~~settlement~~Company ~~terms. The parties’ attorneys are~~ in ~~discussions~~Travis ~~regarding~~County, aTexas ~~more~~district ~~formal~~court ~~settlement~~(case ~~agreement,~~no. ~~the~~D-1-GN-19-001078). ~~terms~~The ofParties ~~which~~are ~~have~~currently ~~not~~negotiating ~~yet~~a ~~been~~settlement ~~agreed~~agreement to byavoid ~~the~~further ~~parties~~litigation.

On ~~November~~September 97, 2018, the Company ~~issued~~filed a ~~convertible~~claim ~~promissory~~against ~~note~~Liberated Solutions, ~~with~~Inc. d/b/a ~~face~~the ~~value~~Go ofEco ~~$241,500,~~Group ~~maturing~~and onBrian ~~November~~Conway 9,for ~~2019,~~breach of contract and ~~stated~~other ~~interest~~causes of ~~10%~~action toin athe ~~third-party~~County ~~investor~~Court No. ~~The~~2 ~~note~~for isTravis ~~convertible~~County, atTexas ~~any~~(case ~~time~~no. ~~following~~C-1-CV-18-008488), ~~the~~seeking ~~funding~~approximately of$55,000 in damages. On November 2, 2018, the ~~note~~court ~~into~~entered ajudgment ~~variable~~against ~~number~~the defendants in favor of the Company’s ~~common~~for ~~stock~~$55,000 ~~based~~in ondamages, aplus ~~conversion~~$4,244 ~~ratio~~in ofattorney’s ~~60%~~fees. ofTo date the ~~average~~company ofhas ~~the~~not ~~three~~received ~~lowest~~any ~~trading~~payments ~~prices~~toward ~~quoted~~the ~~for~~judgement ~~the~~from 20Go ~~days~~Eco ~~prior~~Group toor ~~conversion.~~Brian ~~The~~Conway, ~~note~~and ~~contained~~has anwritten ~~original~~the ~~issue~~receivable ~~discount~~off ofas ~~$31,500.~~a loss.

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

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties reached a settlement agreement on or about December 3, 2018, in which Bravatek agreed to reserve 10,000 shares of common stock for issuance to Adar upon Adar’s conversion of its convertible notes.

In January of 2018, the Company acquired HelpComm, Inc., a Virginia corporation engaged in the provision of telecom services (“HelpComm”), from Johnny Bolton and Jonathan A. Bolton (collectively the “Boltons”). On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases with the Boltons, whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018. Pursuant to that settlement agreement, the parties also agreed as follows: (i) the Boltons agreed to return their shares of Company capital stock to the Company; (ii) the Company agreed to return its shares of HelpComm to the Boltons; (iii) the Boltons agreed to deliver the Company’s property to Company; (iv) the Boltons agreed that HelpComm would provide the defense and responsibility for all actions pending against or relating to HelpComm; (v) the Boltons agreed to indemnify Bravatek for claims and damages relating to HelpComm, (vi) Bravatek agreed to indemnify the Boltons for claims and damages relating to Bravatek’s operations unrelated to HelpComm, and (vii) the Boltons agreed to ensure that the declaratory judgment action filed by the Boltons’ entity, 8760 LLC, against the Company on or about January 28, 2019, would be dismissed with prejudice. That action, 8760 LLC v. Bravatek Solutions, Inc. et al., filed in the Circuit Court for Prince William County, Virginia (case no. CL 19-00559) has now been dismissed with prejudice.

ITEM 1A. RISK FACTORS.

Not applicable.

Table of Contents

~~Item~~ITEM 2. ~~Management’s~~UNREGISTERED ~~Discussion~~SALES ~~and~~OF ~~Analysis~~EQUITY ofSECURITIES ~~Financial~~AND ~~Condition~~USE ~~and~~OF ~~Results of Operations~~PROCEEDS.

~~Certain~~On ~~statements~~January ~~in this report~~3, ~~including statements in the following discussion~~2019, ~~are what are known as “forward looking statements,” which are basically statements about~~ the ~~future.~~Company ~~For~~issued ~~that reason~~10,000 ~~these~~shares ~~statements~~of ~~involve~~common ~~risk~~stock and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to ~~the~~Adar ~~present~~Bays ~~and~~in ~~future~~partial ~~operations~~satisfaction of ~~the~~its ~~Company,~~obligations ~~and statements which express or imply that such present and future operations will or may produce revenues~~under, ~~income or profits. Numerous factors~~ and ~~future events could cause~~ the ~~Company~~holder’s toelection ~~change such plans and objectives or fail~~ to ~~successfully~~convert ~~implement~~a ~~such plans or achieve such objectives~~$5,500 orportion ~~cause such present and future operations to fail to produce revenues~~of, ~~income or profits. Therefore,~~ the ~~reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-K and in the~~ Company’s ~~other~~convertible ~~filings~~promissory ~~with~~note ~~the~~issued ~~Securities~~to ~~and~~Adar ~~Exchange~~on ~~Commission.~~December No19, ~~statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results~~2014.

~~Overview~~On January 17, 2019, the Company issued 51,811 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and ~~Plan~~the holder’s election to convert a $7,409 portion of, ~~Operation~~the Company’s convertible promissory note issued to Adar on May 3, 2017.

~~Bravatek~~On ~~Solutions,~~January ~~Inc.~~22, ~~a Colorado corporation~~2019, ~~was incorporated in~~ the ~~State of Colorado, on April 19, 2007. The~~ Company ~~provides~~issued ~~security~~45,335 ~~defense,~~shares ~~and~~of ~~information~~common ~~security~~stock ~~solutions,~~to ~~which~~Carebourn ~~assist corporate entities, governments and individuals~~ in ~~protecting~~partial ~~their~~satisfaction ~~organizations~~of ~~and/or~~its ~~critical~~obligations ~~infrastructures against error~~under, and ~~physical~~the ~~and cyber-attack. The Company~~holder’s ~~business~~election ~~operations~~to ~~are~~convert ~~oriented~~a ~~around~~$8,750 ~~the~~portion ~~marketing and distribution~~ of ~~proprietary~~principal and ~~allied security~~$11,742 ~~defense~~of ~~and information security software~~interest, ~~hardware~~the ~~and~~Company’s ~~services,~~convertible ~~including~~promissory ~~telecom~~note ~~services.~~issued ~~Products include software, hardware and services, and span a diverse variety of industries including, but not limited~~ to, ~~email~~Carebourn ~~security,~~on ~~user~~December ~~authentication~~26, ~~telecommunications and cyber breach protection~~2017.

~~The~~On ~~Company’s~~January ~~primary~~25, ~~business~~2019, ~~operations are focused on establishing a strategic leadership position in cybersecurity email solutions and telecom services within~~ the ~~U.S. and abroad. The~~ Company ~~has~~issued ~~developed~~54,364 ~~and~~shares ~~plans~~of tocommon ~~continue~~stock ~~selling an enterprise-level secure email software appliance named Ecrypt One. Ecrypt One is a patent-pending email server with integrated security technology. It was designed~~ to ~~protect~~More ~~email~~Capital ~~and attachments~~ in ~~transit~~partial ~~and~~satisfaction atof ~~rest.~~its Itobligations ~~incorporates multiple security technologies and techniques~~under, ~~such as encryption, role based access controls, server rules that enforce security,~~ and ~~multi-factor~~the ~~authentication.~~holder’s Itelection ~~was designed~~ to ~~assist~~convert ~~organizations~~a ~~and~~$24,572 ~~governments~~portion toof ~~meet~~the ~~and maintain compliance with information security regulations such as HIPAA. The~~ Company’s ~~began~~convertible ~~taking~~promissory ~~pre-orders~~note ~~for Tuitio, a consumer software product (protected by two~~ issued ~~patents)~~to inMore ~~the~~Capital ~~second~~on ~~quarter~~April of18, 2018. ~~The Company has filed patent applications for multiple attributes and processes contained in Ecrypt One.~~

On January 1226, ~~2018~~2019, the Company ~~acquired~~issued ~~HelpComm~~59,671 ~~Inc.,~~shares aof ~~Virginia~~common ~~corporation,~~stock ~~and~~to ~~the~~Adar ~~Company~~Bays ~~now~~in ~~provides~~partial ~~the~~satisfaction ~~telecom~~of ~~services~~its ~~through~~obligations ~~that subsidiary~~ under ~~the HelpComm brand. These telecom services include cellular tower mapping and audits~~, ~~ground audits, civil equipment installation, cellular site decommissioning, 3G/4G/5G installations, project/construction management, battery installation~~ and ~~maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. The Company acquired HelpComm effective January 1, 2018, and~~ the ~~consolidated~~holder’s ~~results~~election ~~for~~to ~~the~~convert ~~three~~a ~~and nine months ended September 30~~$8,533 ~~2018,~~portion ~~include results~~ of ~~HelpComm and~~ the Company.’s ~~The~~convertible ~~results~~promissory ~~for~~note ~~the~~issued ~~three~~to ~~and~~Adar ~~nine~~on ~~months~~May ~~ended September 30~~3, 2017~~, are only for the Company~~.

~~Results~~On March 26, 2019, the Company issued 42,937 shares of ~~Operations~~common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $6,058 portion of principal and $3,152 of interest of the Company’s convertible promissory note issued to Adar on May 3, 2017.

~~The~~On ~~following~~March ~~discussion~~26, ~~and~~2019, ~~analysis~~the ofCompany ~~our~~issued ~~financial~~64,971 ~~condition~~shares ~~and results~~ of ~~operations~~common ~~should~~stock beto ~~read~~Adar Bays in ~~conjunction~~partial ~~with~~satisfaction ~~the~~of ~~financial~~its ~~statements~~obligations under, and ~~notes thereto for~~ the ~~nine~~holder’s ~~months~~election ~~ended~~to ~~December~~convert ~~31,~~a ~~2017 and 2016~~$13,185 ~~and~~portion ~~filed~~of by the Company’s inconvertible ~~its~~promissory ~~Transition~~note ~~Report~~issued onto ~~Form~~Adar ~~10-KT with the United States Securities and Exchange Commission~~ on May 3, ~~2018~~2017.

~~Our~~The ~~financial~~issuances ~~statements~~described ~~are~~above ~~stated~~were made in ~~U.S.~~reliance ~~Dollars~~on the exemption from registration provided by Sections 3(a)(9) and ~~are~~4(a)(1) ~~prepared~~of the Securities Act as the common stock was issued in ~~accordance~~exchange ~~with~~for ~~generally~~debt ~~accepted~~or ~~accounting~~preferred ~~principles~~stock of the ~~United~~Company ~~States~~held ~~(“GAAP”)~~by each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, the shareholders were not affiliates, and they had held the underlying securities for the requisite holding period.

~~Results~~ITEM of3. ~~Operation~~DEFAULTS ~~for~~UPON ~~the~~SENIOR ~~three and nine months ended September 30, 2018, compared to the three and nine months ended September 30, 2017~~SECURITIES.

~~Revenue~~None.

~~For~~ITEM the three and nine months ended September 30, 2018, the Company had revenues of $662,199 and $2,505,396, respectively, compared to $75,498 and $75,498, respectively, for the three and nine months ended September 30, 20174. ~~The~~MINE ~~increase~~SAFETY ~~in revenue in 2018 is principally due to the acquisition of HelpComm~~DISCLOSURES. ~~The Company had related party sales of $24,837 from Bravatek in 2018.~~

~~32 Table of Contents~~None.

~~Cost~~ITEM of5. ~~Services~~OTHER INFORMATION.

For the three and nine months ended September 30, 2018, cost of services of $474,469 and $1,923,000, respectively, were principally related to the HelpComm revenues, and are comprised of materials, labor, sub-contractors and related expensesNone.

~~Operating~~32 ~~Expenses~~Table of Contents

For the three and nine months ended September 30, 2018, the Company had operating expenses of $765,526 and $4,357,396, respectively, compared to $248,802 and $492,168 for the three and nine months ended September 30, 2017, respectively. The increase in operating expenses was predominantly attributable to $463,551 and $1,146,711, respectively, of HelpComm’s operating expenses for the three and nine months ended September 30, 2018 and $127,706 and $255,412 for the three and nine months ended September 30, 2018, respectively, related to the amortization of the intangible assets acquired in the HelpComm acquisition. Expenses for Bravatek for the three and nine months ended September 30, 2018, include $2,333,140 related to the issuance of Series E Preferred Stock to the Company’s CEO (see Note 11 to the financial statements).

	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017
Bravatek expenses	$	174,269	$	248,802	$	2,955,273	$	492,168
HelpComm expenses		463,551		-		1,146,711		-
Amortization of acquired assets		127,706		-		255,412		-
Total	$	765,526	$	248,802	$	4,357,396	$	492,168

Other Income (Expenses)

Other (income) expense, net, for the three and nine months ended September 30, 2018 was $(23,523) and $(1,107,527), respectively, compared to other expense, net, of $8,967,8993 and $16,906,916, respectively, for the three and nine months ended September 30, 2017.

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
Interest expense	$	438,188		$	574,272		$	1,953,364		$	1,063,171
Loss (gain) on fair value of derivatives		(428,696	)		8,454,754			(3,037,949	)		15,898,666
Loss on debt extinguishment		-			(63,727	)		23,021			(63,727	)
Other expense (income)		(33,015	)		2,600			(45,963	)		8,806
Total	$	(23,523	)	$	8,967,899		$	(1,107,527	)	$	16,906,916

Included in interest expense for the three and nine months ended September 30, 2018 is $343,736 and $1,768,134, respectively for amortization expense of debt discounts, and for the three and nine months ended September 30, 2017, amortization of debt discounts was $501,347 and $695,777, respectively.

Net Loss

The Company had a net loss of $554,273 and $2,667,473 for the three and nine months ended September 30, 2018, respectively, compared to net losses of $9,143,406 and $17,326,872 for the three and nine months ended September 30, 2017, respectively. The decrease in the net loss for the three and nine months ended September 30, 2018, compared to the three and nine months ended September 30, 2017, was predominantly due to the changes in other income (expenses), detailed above, partially offset by the voting control value of the Series E Preferred Stock of $2,333,140

Liquidity and Capital Resources

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

33 Table of Contents

For the nine months ended September 30, 2018, we primarily funded our business operations with $626,600 of advances on our revolving line of credit as well as $852,971 of proceeds from convertible note financings. These proceeds funded our business operations and were also used to make payments on our revolving line of credit as well as to pay off existing debt of $233,024, to fund $30,380 for our Agreement with MHC, and invest an additional $45,000 in our joint venture with DarkPulse. We may conduct a private placement offering to seek to raise the necessary working capital to continue to fund our business operations, or continue to rely on the issuance of convertible promissory notes to fund our business operations. We have also filed a registration statement to register shares of common stock for issuance to and purchase by Triton Funds, LP pursuant to the Equity Purchase Agreement we executed with them on May 9, 2018, which agreement was amended effective as of August 30, 2018.

As of September 30, 2018, we had cash of $8,713, as compared to $189,357 at December 31, 2017. As of September 30, 2018, we had current liabilities of $6,408,087 (including $1,823,178 of non-cash derivative liabilities), compared to current assets of $874,278, which resulted in a working capital deficit of $5,533,809. The current liabilities are comprised of accounts payable, accrued expenses, convertible debt, derivative liabilities, revolving line of credit, bank term loans and notes payable.

Operating Activities

For the nine months ended September 30, 2018, net cash used in operating activities was $722,864, compared to $562,705 for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, our net cash used in operating activities was primarily attributable to the net loss of $2,667,473 adjusted by the non-cash expenses of the voting control value of the Series E Preferred Stock of $2,333,140 and amortization of debt discounts of 1,768,134l and depreciation and amortization expense of $496,364, and reduced by the non-cash gain of $3,037,949 on the fair value change of derivatives. Net changes of $488,115 in operating assets and liabilities increased the cash used in operating activities. For the nine months ended September 30, 2017, our net cash used in operating activities was primarily attributable to the net loss adjusted by the loss on fair value of derivatives, amortization of debt discounts, non-cash interest and fees related to convertible promissory notes and depreciation. Net changes of $75,556 in operating assets and liabilities impacted the cash flows from operating activities.

Investing Activities

For the nine months ended September 30, 2018, cash used in investing activities of $54,025 was comprised of payments of $90,742 for intangible assets, and purchased fixed assets of $10,193 offset by net cash acquired with the acquisition of HelpComm of $46,910. For the nine months ended September 30, 2017, the Company invested $200,000 in a strategic alliance with HelpComm.

Financing Activities

For the nine months ended September 30, 2018, the net cash provided by financing activities was $596,245, compared to $974,236 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we received advances of $626,000 on our revolving line of credit and $842,002 from the issuance of convertible notes. The Company made payments of $656,422 on the revolving line of credit and made payments of $233,024 against notes payable, capital leases payable and convertible notes payable. The net cash provided by financing activities of $974,236 for the nine months ended September 30, 2017, resulted from proceeds of $1,602,030 from the issuances of convertible notes and $11,301 from related party notes. The company made payments of $600,944 against notes payable and convertible notes payable and $38,151 repayments of notes payable- related.

Critical Accounting Policies

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

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

34 Table of Contents

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Long-Lived Assets

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 Monte Carlo simulations 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.

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 605-10-599, Revenue Recognition, Overall, SEC Materials (“Section 605-10-599”). Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company recognizes revenue from services at the time the services are completed. The Company’s sale of licensed software has significant standalone functionality with a perpetual right to use the Company’s intellectual property. Accordingly, the Company recognizes licensed software revenue at the time the software is delivered or available to the customer, at which time the company had no further obligations related to the sale of the software. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

35 Table of Contents

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

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

36 Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

On September 7, 2018, the Company filed a claim against Liberated Solutions, Inc. d/b/a the Go Eco Group and Brian Conway for breach of contract and other causes of action in the County Court No. 2 for Travis County, Texas (case no. C-1-CV-18-008488), seeking approximately $55,000 in damages. On November 2, 2018, the court entered judgment against the defendants in favor of the Company for $55,000 in damages, plus $4,244 in attorney’s fees.

On October 1, 2018, the Company filed a lawsuit against Mile High Construction seeking $134,900 in damages plus interest and attorney’s fees.

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties’ attorneys are in discussions regarding a more formal settlement agreement, the terms of which have not yet been agreed to by the parties.

ITEM 1A. RISK FACTORS.

Not applicable.

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

On August 6, 2018, the Company issued 141,167,968 shares of common stock to Carebourn Capital LP (“Carebourn”) in partial satisfaction of its obligations under, and the holder’s election to convert $84,469 principal portion and $4,466 accrued interest, of, the Company’s convertible promissory note issued to Carebourn on June 8, 2017.

On August 28, 2018, the Company issued 53,534,250 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert $20,000 principal portion and $1,414 accrued interest, of, the Company’s convertible promissory note issued to Carebourn on January 26, 2018.

On September 6, 2018, the Company issued 55,000,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert a $22,000 principal portion and $0 accrued interest, of, the Company’s convertible promissory note issued to Carebourn on December 26, 2017.

On September 6, 2018, the Company issued 416,034,667 shares of common stock to Jonathan Bolton for the conversion of 40,000 of Series D Convertible Preferred Stock.

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

37 Table of Contents

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties’ attorneys are in discussions regarding a more formal settlement agreement, the terms of which have not yet been agreed to by the parties.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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

38 Table of Contents

10.1

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

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

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

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

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

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

10.7		Settlement Agreement with Micro-Tech Industries, Ltd., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.8		Settlement Agreement with Whonon Trading S.A., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.9		Consulting Agreement dated December 1, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.10		Amendment to Consulting Agreement dated March 1, 2016, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.11		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.12		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Charles Brooks (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.13		Director Agreement and Nonqualified Stock Option Agreement dated August 26, 2015, with Hans Holmer (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.14		Reseller Agreement with i3 Integrative Creative Solutions, LLC, dated April 17, 2017 (incorporated by reference to our Form 8-K filed on April 18, 2017)
10.15		Strategic Alliance Agreement with Mile High Construction dated June 2, 2017 (incorporated by reference to our Form 8-K filed on June 2, 2017)
10.16		Joint Venture Agreement with DarkPulse Technologies, Inc. dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 28, 2017)
10.17		Joint Venture Agreement with The Go Eco Group, dated December 21, 2017 (incorporated by reference to our Form 8-K filed on December 29, 2017)
10.18		Amended and Restated Stock Purchase Agreement dated January 12, 2018 and effective January 1, 2018, by and among Bravatek Solutions, Inc. and Johnny Bolton and Jonathan Bolton (incorporated by reference to our Form 8-K filed on January 24, 2018)
10.19		Joint Venture Agreement with AmbiCom Holdings, Inc. dated January 24, 2018 (incorporated by reference to our Form 8-K filed on January 25, 2018)
10.20		Joint Venture Agreement with IEVOLV Ventures, Inc. dated February 15, 2018 (incorporated by reference to our Form 8-K filed on February 16, 2018)
10.21		Equity Purchase Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)
10.22		Registration Rights Agreement with Triton Funds, LP dated May 7, 2018 (incorporated by reference to our Form 8-K filed on May 14, 2018)
10.23		Amendment No. 1 to Equity Purchase Agreement with Triton Funds, LP dated August 31, 2018 (incorporated by reference to our Form 8-K filed on September 4, 2018)

Table of Contents

39 Table of Contents

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

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

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

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

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

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

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

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

10.15		Strategic Alliance Agreement with AppGuard, LLC dated January 4, 2018.

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

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

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

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

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

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

10.22*		Strategic Alliance Agreement with Mani Group LLC dated April 8, 2019.

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

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

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

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

31.1*		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2*		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

____________

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

* Filed Herewith

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

Table of Contents

SIGNATURES

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

	BRAVATEK SOLUTIONS, INC.
Date: December 3, 2018	By:	/s/ Thomas A. Cellucci
Date: June 25, 2019	By:	/s/ Thomas A. Cellucci
		Thomas A. Cellucci
		CEO

4135

Filing Compare · Bravatek Solutions, Inc.