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  December 31, 2015

 

¨ 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)

 

1.866.204.6703

(Registrant's telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web 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     ¨ 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

(Do not check if a smaller reporting company)

 

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 February 16, 2016, the Company had 1,288,420,546 issued and outstanding shares of common stock (including 3,177,554 shares of issuable common stock).

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

The financial statements of Bravatek Solutions, Inc. (formerly Ecrypt Technologies, Inc.) (the "Company" or "Bravatek"), a Colorado corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission ("SEC"). Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015, and all amendments thereto.

 

 
2
 

 

BRAVATEK SOLUTIONS, INC.

(FORMERLY ECRYPT TECHNOLOGIES, INC.)

FINANCIAL STATEMENTS

(UNAUDITED)

 

INDEX TO FINANCIAL STATEMENTS:

 

Page

 

 

 

 

 

Balance Sheets

 

 

4

 

 

 

 

 

 

Statements of Operations

 

 

5

 

 

 

 

 

 

Statements of Cash Flows

 

 

6

 

 

 

 

 

 

Notes to Unaudited Financial Statements

 

 

7

 

 

 
3
 

 

BRAVATEK SOLUTIONS, INC.
(FORMERLY ECRYPT TECHNOLOGIES, INC.)
CONDENSED BALANCE SHEETS

 

 

 

December 31,

 

 

March 31,

 

 

 

2015

 

 

2015

 

 

 

(Unaudited)

 

 

 

 

ASSETS

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 33,399

 

 

$ 203,072

 

Accounts receivable

 

 

295,915

 

 

 

-

 

Prepaid expenses

 

 

8,295

 

 

 

40,105

 

Note receivable

 

 

30,000

 

 

 

59,204

 

TOTAL CURRENT ASSETS

 

 

367,609

 

 

 

302,381

 

 

 

 

 

 

 

 

 

 

LONG TERM ASSETS

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

40,954

 

 

 

6,340

 

Intangible assets, net

 

 

41,950

 

 

 

57,110

 

TOTAL LONG TERM ASSETS

 

 

82,904

 

 

 

63,450

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 450,513

 

 

$ 365,831

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities 

 

$ 247,204

 

 

$ 157,249

 

Accounts payable-related party 

 

 

-

 

 

 

13,200

 

Accrued interest 

 

 

170,030

 

 

 

82,956

 

Accrued interest on loan-related party 

 

 

30,137

 

 

 

267,960

 

Notes payable-related party 

 

 

400,000

 

 

 

558,500

 

Notes payable 

 

 

455,788

 

 

 

430,788

 

Convertible notes payable net of discount

 

 

668,565

 

 

 

166,568

 

TOTAL CURRENT LIABILITIES

 

 

1,971,724

 

 

 

1,677,221

 

 

 

 

 

 

 

 

 

 

LONG TERM LIABILITIES

 

 

 

 

 

 

 

 

Notes payable 

 

 

350,000

 

 

 

-

 

Convertible notes payable net of discount

 

 

127,885

 

 

 

-

 

Derivative liabilities 

 

 

2,613,518

 

 

 

824,763

 

TOTAL LONG TERM LIABILITIES

 

 

3,091,403

 

 

 

824,763

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

5,063,127

 

 

 

2,501,984

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Preferred stock Series A (5,000,000 Shares Authorized; Par Value $.0001, 584,271 and 5,000,000 shares issued and outstanding at December 31, 2015 and March 31, 2015)

 

 

58

 

 

 

500

 

Preferred stock Series B (350,000 Shares Authorized; Par Value $.0001, 0 shares issued and outstanding at December 31, 2015 and March 31, 2015)

 

 

-

 

 

 

-

 

Preferred stock Series C (1,000,000 Shares Authorized; Par Value $.0001, 0 shares issued and outstanding at December 31, 2015 and March 31, 2015)

 

 

-

 

 

 

-

 

Common stock (5,000,000,000 Shares Authorized; No Par Value;  371,468,831 and 16,220,550 shares issued and outstanding as at December 31, 2015 and March 31, 2015)

 

 

3,432,169

 

 

 

2,072,814

 

Additional paid in capital

 

 

6,756,000

 

 

 

8,150,332

 

Stock subscription payable (32,683,240 and 1,373,120 issuable as at December 31, 2015 and March 31, 2015)

 

 

79,333

 

 

 

55,480

 

Accumulated deficit 

 

 

(14,880,174 )

 

 

(12,415,279 )

Total Stockholders' Deficit

 

 

(4,612,614 )

 

 

(2,136,153 )

Total Liabilities and Stockholders' Deficit

 

$ 450,513

 

 

$ 365,831

 

 

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

 

 
4
 

 

BRAVATEK SOLUTIONS, INC.
(FORMERLY ECRYPT TECHNOLOGIES, INC.)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

 

 

 

For the Three
Months Ended
December 31,

 

 

For the Three
Months Ended
December 31,

 

 

For the Nine
Months Ended
December 31,

 

 

For the Nine
Months Ended
December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

120,376

 

 

 

-

 

 

 

370,186

 

 

 

-

 

Cost of services

 

 

(26,011 )

 

 

-

 

 

 

(109,798 )

 

 

-

 

GROSS PROFIT

 

 

94,365

 

 

 

-

 

 

 

260,388

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization and depreciation 

 

 

8,474

 

 

 

935

 

 

 

23,824

 

 

 

2,804

 

Advertisement and promotion 

 

 

47,129

 

 

 

4,129

 

 

 

105,778

 

 

 

11,218

 

General and administrative 

 

 

251,840

 

 

 

41,891

 

 

 

509,829

 

 

 

75,645

 

Research and development

 

 

52,626

 

 

 

-

 

 

 

460,875

 

 

 

-

 

Professional fees 

 

 

79,780

 

 

 

246,052

 

 

 

248,051

 

 

 

556,480

 

TOTAL OPERATING EXPENSES 

 

 

439,849

 

 

 

293,007

 

 

 

1,348,357

 

 

 

646,147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS 

 

 

(345,484 )

 

 

(293,007 )

 

 

(1,087,969 )

 

 

(646,147 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense 

 

 

(129,527 )

 

 

(18,707 )

 

 

(245,628 )

 

 

(59,327 )

Interest expense related party 

 

 

(20,420 )

 

 

(20,936 )

 

 

(30,393 )

 

 

(56,525 )

Loss on derivative liabilities 

 

 

(754,392 )

 

 

(94,340 )

 

 

(184,969 )

 

 

(94,340 )

Amortization of debt discount 

 

 

(395,495 )

 

 

(36,285 )

 

 

(915,936 )

 

 

(36,285 )

Debt forgiveness 

 

 

-

 

 

 

9,297

 

 

 

-

 

 

 

9,297

 

TOTAL OTHER EXPENSES 

 

 

(1,299,834 )

 

 

(160,971 )

 

 

(1,376,926 )

 

 

(237,180 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (1,645,318 )

 

$ (453,978 )

 

$ (2,464,895 )

 

$ (883,327 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted 

 

 

101,769,298

 

 

 

12,696,865

 

 

 

49,072,849

 

 

 

13,042,461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted 

 

$ (0.02 )

 

$ (0.04 )

 

$ (0.05 )

 

$ (0.07 )

 

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

 

 
5
 

 

BRAVATEK SOLUTIONS, INC.
(FORMERLY ECRYPT TECHNOLOGIES, INC.)
CONDENSED STATEMENTS OF CASH FLOWS
(UNDAUDITED)

 

 

 

For the Nine
Months Ended
December 31,

 

 

For the Nine
Months Ended
December 31,

 

 

 

2015

 

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES 

 

 

 

 

 

 

Net Income (Loss)

 

$ (2,464,895 )

 

$ (883,327 )

Adjustments for non-cash items: 

 

 

 

 

 

 

 

 

Amortization and depreciation 

 

 

23,824

 

 

 

2,804

 

Stock issued for interest

 

 

75,000

 

 

 

115,852

 

Stock issued for compensation 

 

 

27,349

 

 

 

347,350

 

Stock issued for services 

 

 

8,797

 

 

 

-

 

Convertible notes for services

 

 

27,000

 

 

 

-

 

Loss on derivative liability 

 

 

184,969

 

 

 

94,340

 

Options issued for services 

 

 

7,875

 

 

 

-

 

Amortization of debt discount 

 

 

915,936

 

 

 

36,285

 

Debt forgiveness

 

 

-

 

 

 

(9,297 )

Changes in operating assets and liabilities: 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(295,914 )

 

 

-

 

Prepaid expenses 

 

 

50,136

 

 

 

-

 

Accounts payable and accrued liabilities 

 

 

97,789

 

 

 

110,767

 

Accrued interest 

 

 

115,243

 

 

 

-

 

Accrued interest on loan-related party 

 

 

30,137

 

 

 

-

 

Accounts payable-related party 

 

 

(13,200 )

 

 

-

 

NET CASH USED IN OPERATING ACTIVITIES 

 

 

(1,209,954 )

 

 

(185,226 )
 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES 

 

 

 

 

 

 

 

 

Computer equipment 

 

 

(279 )

 

 

(3,680 )

Property and equipment

 

 

(43,000 )

 

 

-

 

Note receivable 

 

 

(30,000 )

 

 

-

 

NET CASH USED IN INVESTING ACTIVITIES 

 

 

(73,279 )

 

 

(3,680 )
 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock, net

 

 

-

 

 

 

146,870

 

Proceeds from notes payable 

 

 

350,000

 

 

 

 

 

Payments to notes payable 

 

 

(63,613 )

 

 

85,000

 

Proceeds used in related party asset transfer

 

 

(157,000 )

 

 

-

 

Proceeds from convertible debt 

 

 

984,173

 

 

 

-

 

Proceeds from loan-related party 

 

 

51,512

 

 

 

-

 

Payments to loan-related party 

 

 

(51,512 )

 

 

-

 

NET CASH PROVIDED BY FINANCING ACTIVITIES 

 

 

1,113,560

 

 

 

231,870

 

 

 

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 

 

 

(169,673 )

 

 

42,964

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS 

 

 

 

 

 

 

 

 

Beginning of period

 

 

203,072

 

 

 

15,504

 

End of period

 

$ 33,399

 

 

$ 58,468

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information: 

 

 

 

 

 

 

 

 

Shares issued in settlement of interest on convertible debt 

 

$ 846,332

 

 

$ 1,000

 

Original issue discounts 

 

$ 1,016,508

 

 

$ -

 

Common stock issued to satisfy common stock payable 

 

$ 3,496

 

 

$ 8,812

 

Initial value of the derivative liabilities 

 

$ 2,029,932

 

 

$ -

 

Asset and intangibles purchased with common stock

 

$ 740,000

 

 

$ -

 

 

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

 

 
6
 

 

BRAVATEK SOLUTIONS, INC.

FORMERLY ECRYPT TECHNOLOGIES, INC.)

FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Nature of Operations

 

Bravatek Solutions, Inc. (formerly Ecrypt Technologies, Inc.), a Colorado corporation ("the Company"), was incorporated on April 19, 2007. Effective September 29, 2015, the Company changed its name from "Ecrypt Technologies, Inc." to "Bravatek Solutions, Inc." in order to better reflect the Company's expanding operations and strategy. The Company's business operations are oriented around the marketing and distribution of proprietary and allied security, defense and information security software, hardware and services, and telecom services Products include software, hardware and services, and span a diverse variety of industries including, but not limited to, email security, user authentication, robotics, telecommunications and cyber breach protection.

 

On November 23, 2015, the Company effected a 10:1 reverse stock split on its shares of common stock. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the March 31, 2015 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.

 

These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 

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.

 

 
7
 

  

Property and Equipment

 

Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.

 

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

 

Software Development Costs

 

Costs for software developed for internal use are accounted for through the capitalization of those costs incurred in connection with developing or obtaining internal-use software. Capitalized costs for internal-use software are included in intangible assets in the consolidated balance sheet. Capitalized software development costs are amortized over three years.

 

Costs incurred during the preliminary project along with post-implementation stages of internal use computer software development and costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility and estimated economic life. At December 31, 2015, the Company had $60,362 in capitalized software development of which $60,362 was capitalized as of January 31, 2015. Capitalized software amortizing over the software's estimated economic life. For the three and nine months ended December 31, 2015, amortization expense for capitalized software development was $5,072 and $15,160, respectively.

 

Research and Development

 

Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with GAAP. All research and development costs have been expensed as incurred totaling $460,875 in the nine months ended December 31, 2015 and $0 in the nine months ended December 31, 2014. 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,  in the nine months ended December 31, 2015 and 2014.

 

Advertising and Promotions

 

The Company expenses advertising costs as incurred. Advertising expenses for the nine months ended December 31, 2015 and 2014, were $105,778 and $11,218, respectively.

 

Long-Lived Assets

 

The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows.

 

 
8
 

 

Uncertainty as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since inception (April 19, 2007) up to December 31, 2015 of $14,880,174 which raises substantial doubt about its ability to continue as a going concern.

 

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

 

Fair Value of Financial Instruments

 

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

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

 

Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

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

 

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2.

 

Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature.

 

Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 

For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

 
9
 

  

Beneficial Conversion Feature

 

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

 

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

 

Debt Issue Costs and Debt Discount

 

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

Original Issue Discount

 

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 over the life of the debt.

 

Revenue Recognition

 

Product revenue and miscellaneous income are recognized as earned.

 

The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. The Company recognizes revenue from services at the time the services are completed.

 

Accounts Receivable/Allowance for Doubtful Accounts

 

The Company records its client receivables and unbilled services at their face amounts less allowances. On a periodic basis, the Company evaluates its receivables and unbilled services and establishes allowances based on historical experience and other currently available information. As of December 31, 2015 and March 31, 2015, management determined there was no need to establish an allowance for doubtful accounts because there had been little history of nonpayment or indicators of credit risk, such as bankruptcy.

 

Stock-Based Compensation

 

The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders.

 

Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

 

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

 

 
10
 

  

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Foreign Currency Translation

 

The measurement currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the measurement currency are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.

 

Net Earnings (Loss) per Share

 

Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, options, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive.

 

As the Company has incurred losses for the nine months ended December 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of December 31, 2015 and 2014, there were 49,072,849 and 13,042,461 weighted average shares outstanding, respectively. As of December 31, 2015 and 2014, there were 2,325,255,903 and 815,824,313 anti-dilutive shares related to convertible notes and convertible preferred shares based on their terms and conditions with none related to warrants and options, respectively.

 

 
11
 

  

3. Recent Accounting Pronouncements

 

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard is effective for us in the first quarter of fiscal 2018. However, in April 2015, the FASB approved to defer the effective date by one year which we will evaluate if approved. Further, we have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.

 

On August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of this standard on our consolidated financial statements.

 

With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2015, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, that are of significance or potential significance to us.

 

4. Stockholders' Deficit

 

Authorized:

 

On October 23, 2015, the Company amended its Articles of Incorporation to increase the number of authorized shares of Common Stock from five hundred million (500,000,000) shares to five billion (5,000,000,000) shares with no par value. 371,468,831 common shares are issued and outstanding, with 32,683,240 of such shares issuable as of December 31, 2015.

 

10,000,000 preferred shares have been authorized, with 6,350,000 preferred shares, $0.0001 par value, designated a particular Series with specific rights, and 3,650,000 preferred shares undesignated, and 584,271 preferred shares issued and outstanding as of December 31, 2015.

 

Series A Convertible Preferred Stock . 5,000,000 shares of preferred stock were designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible at the election of the holder into 100 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.

 

 
12
 

 

Series B Preferred Stock . 350,000 shares of preferred stock were designated as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at the election of the holder into 100 shares of common stock, subject to a 4.9% beneficial ownership limitation, but 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.

 

Series C Preferred Stock . 1,000,000 shares of preferred stock were 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, and entitles the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. The holders of the Series C Preferred Stock do not have any rights to dividends or any liquidation preferences.

 

During the nine months ended December 31, 2015, the Company effected the following stock transactions:

 

On June 2, 2015, the Company entered into an Asset Purchase Agreement with Dependable Critical Infrastructure, Inc. f/k/a DTREDS Consolidated Inc., a Delaware corporation ("DCI"), and Viking Telecom Services, LLC, a Minnesota limited liability company ("Viking"). Pursuant to the Agreement, the parties agreed that the Company would purchase assets of DCI relating to Viking which DCI had acquired from Viking (general intangibles, including contract rights, office furniture totaling $7,392, IBM server, 2011 Chevrolet Silverado 2500 Diesel truck for $35,608, and accounts receivable after January 1, 2015 totaling $0), in consideration of the Company (1) assuming limited liabilities associated with Viking (loan payment for Chevrolet truck in the amount of $668 per month with a principal balance of $36,202, loan payment to Joshua Claybaugh of $5,000 per month for 11 months totaling $55,000), (2) issuing the owners of DCI a total of 62,236,075 shares of Company common stock valued at $740,000, and (3) paying DCI $200,000, which was paid on June 19, 2015, and an initial deposit of $59,204. Due to the related party nature of the transaction, the assets were recorded at historical cost and $ 1,047,406 of the total purchase price was recorded as additional paid in capital. On July 9, 2015, the Company issued a total of 30,184,528 shares of common stock listed above and 264,503 shares of Series B Preferred Stock to the owners of DCI, which shares of Series B Preferred Stock convert into 26,450,300 shares of common stock (ignoring the 4.9% conversion limitation in the Series B designation of rights), satisfying the Company's obligation to issue shares to the owners of DCI pursuant to the Company's Asset Purchase Agreement with DCI.

 

During the nine months ended December 31, 2015, Global returned its 2,377,500 shares of Series A Convertible Preferred Stock to the Company's transfer agent for cancellation pursuant to its settlement agreement with the Company.

 

During the nine months ended December 31, 2015, the Company entered into a Settlement Agreement (the "Micro-Tech Settlement Agreement") with Micro-Tech Industries, Ltd., lender and preferred shareholder of the Company ("Micro-Tech"). Micro-Tech owns 839,500 shares of the Company's shares of Series A Convertible Preferred Stock (the "Micro-Tech Preferred Stock"). Pursuant to the Micro-Tech Settlement Agreement, Micro-Tech agreed to immediately return all of the Micro-Tech Preferred Stock to the Company for cancellation in consideration for the Company issuing 7,975,250 shares of common stock to Micro-Tech. The Company also entered into a Settlement Agreement (the "Whonon Settlement Agreement") with Whonon Trading S. A., lender and preferred shareholder of the Company ("Whonon"). Whonon owns 1,783,000 shares of the Company's shares of Series A Convertible Preferred Stock (the "Whonon Preferred Stock"). Pursuant to the Whonon Settlement Agreement, Whonon agreed to immediately return all of the Whonon Preferred Stock to the Company for cancellation in consideration for the Company issuing 16,938,500 shares of common stock to Whonon. As of December 31, 2015, Micro-Tech and Whonon have not yet tendered their preferred stock certificates for cancellation.

 

During the nine months ended December 31, 2015, the Company's CEO and another related party shareholder returned a total of 31,976,836 shares of common stock to the Company for cancellation in exchange for the issuance of 319,768 shares of Series C Preferred Stock.

 

 
13
 

 

On July 23, 2015, the Company granted a non-qualified stock option to two of its directors as compensation for their services. The directors are entitled to purchase a total of seven hundred and fifty thousand (750,000) shares each of restricted common stock for a price equal to $0.01 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12 month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the "Vesting Period"). As of December 31, 2015, the director has not exercised any rights. The total fair value of these options at the date of grant was estimated to be $15,750 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk free interest rate of 2.28%, a dividend yield of 0% and expected volatility of 230.55%. This $15,750 was recorded as stock based compensation expense based on 1.5 million (1,500,000) options vested.

 

During the nine months ended December 31, 2015, the Company issued 348,684,132 shares of common stock for conversion of $559,882 of principal and $286,450 of accrued interest, for a total of $846,332.

 

During the nine months ended December 31, 2015, the Company issued 3,530,031 shares of common stock as part of a debt agreement valued at $75,000.

 

During the nine months ended December 31, 2015, the Company issued 126,034 shares of common stock for compensation valued at $27,349. The per share price of the shares was $0.20.

 

During the nine months ended December 31, 2015, the Company issued 35,811 shares of common stock in exchange for legal services valued at $12,293, of which $3,496 was in stock subscriptions payable and $8,797 in expenses.

 

5. Stock options

 

On February 16, 2012, the Company granted a non-qualified stock option to its director as compensation for his services. The director is entitled to purchase a total of three hundred thousand (300,000) shares of restricted common stock for a price equal to $0.30 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12 month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the "Vesting Period"). As of December 31, 2015, the director has not exercised any rights. The total fair value of these options at the date of grant was estimated to be $180,000 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk free interest rate of 1.99%, a dividend yield of 0% and expected volatility of 419%. This $180,000 was recorded as stock based compensation expense through March 31, 2014 based on three hundred thousand (300,000) options vested.

 

 

 

Number of
Options

 

 

Weighted-Average Exercise Price
per share

 

 

Weighted- Average Remaining Life (Years)

 

Outstanding at as at 3/31/15

 

 

300,000

 

 

$ 0.30

 

 

 

8.88

 

Granted

 

 

-

 

 

$ -

 

 

 

-

 

Exercised

 

 

-

 

 

$

NA

 

 

 

NA

 

Cancelled

 

 

-

 

 

$

NA

 

 

 

NA

 

Outstanding as at 12/31/15

 

 

300,000

 

 

$ 0.30

 

 

 

6.13

 

Exercisable at 12/31/15

 

 

300,000

 

 

$ 0.30

 

 

 

 

 

 

 
14
 

 

On March 27, 2015 the Company granted a non-qualified cashless stock warrant to its officer as compensation for his services. The officer is entitled to purchase a total of thirty million (30,000,000) shares of restricted common stock for a price equal to $0.03 per share (Exercise Price), exercisable over a five-year period thereafter.

 

As of December 31, 2015, the officer has not exercised any rights. The total fair value of these options at the date of grant was estimated to be $813,827 and was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.42%, a dividend yield of 0% and expected volatility of 207.12%. $813,827 was recorded as stock based compensation expense through March 31, 2015 based on a total of thirty million (30,000,000) shares vested.

 

On July 23, 2015, the Company granted a non-qualified stock option to two of its directors as compensation for their services. The directors are entitled to purchase a total of seven hundred and fifty thousand (750,000) shares each of restricted common stock for a price equal to $0.01 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12 month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the "Vesting Period"). As of December 31, 2015, the director has not exercised any rights. The total fair value of these options at the date of grant was estimated to be $15,750 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk free interest rate of 2.28%, a dividend yield of 0% and expected volatility of 230.55%. This $15,750 was recorded as stock based compensation expense based on 1.5 million (1,500,000) options vested. The Company has expensed $7,875 out of the remaining $15,750 as of December 31, 2015.

 

 

 

Number of
Options

 

 

Weighted-Average Exercise Price
per share

 

 

Weighted- Average Remaining Life (Years)

 

Outstanding at as at 3/31/15

 

 

30,000,000

 

 

$ 0.03

 

 

 

5.00

 

Granted

 

 

1,500,000

 

 

$ -

 

 

 

10.00

 

Exercised

 

 

-

 

 

$

NA

 

 

NA

 

Cancelled

 

 

-

 

 

$

NA

 

 

NA

 

Outstanding as at 12/31/15

 

 

31,500,000

 

 

$ 0.03

 

 

 

4.51

 

Exercisable at 12/31/15

 

 

31,500,000

 

 

$ 0.03

 

 

 

 

 

 

During the year ended March 31, 2015, the Company entered into a private placement subscription agreement that offers a total of 1,470,000 units for a value of $147,000, or $0.10 per unit. Each unit consists of one (1) share of the Company's common stock, and one-half (1/2) common stock purchase Warrant. One full warrant entitles the holder to purchase one (1) share of the Corporation's common stock at a price of $0.15 per share at any time within a 12 month period from the date of closing from July 2015.

 

As of December 31, 2015, the warrant holders have not exercised any rights and 555,000 warrants have expired. The total fair value of these options at the date of grant was estimated to be $105,182 and was determined using the Black-Scholes option pricing model with an expected life of 1 to 10 years, a risk free interest rates of .25% to 2.28%, a dividend yield of 0%, and expected volatility in a range of 185.10% to 230.55%. $89,432 was not recorded as expense through September 30, 2015 since the warrants were issued in a private placement in exchange for cash.

 

 

 

Number of
Warrants

 

 

Weighted-Average Exercise Price
per share

 

 

Weighted- Average Remaining Life (Years)

 

Outstanding at as at 3/31/15

 

 

735,000

 

 

$ 0.15

 

 

 

0.50

 

Granted

 

 

-

 

 

$ -

 

 

 

-

 

Exercised

 

 

-

 

 

$

NA

 

 

NA

 

Cancelled

 

 

(555,000 )

 

$

NA

 

 

NA

 

Outstanding as at 12/31/15

 

 

180,000

 

 

$ 0.15

 

 

 

0.02

 

Exercisable at 12/31/15

 

 

180,000

 

 

$ 0.15

 

 

 

 

 

 

 
15
 

 

In conjunction with the convertible note issued by the Company and the three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $123,750 ($41,250 for the first warrant corresponding to funding on February 6, 2015, and $27,500 for the other three warrants corresponding to the future tranches of funding to the Company) divided by the conversion market price in the convertible note. The warrants have an exercise price of $0.10, subject to adjustment, and expire on January 3, 2020. Each of the warrants are only exercisable after the corresponding tranche of funding to the Company has been paid. Therefore, the first warrant is currently exercisable, but the other three warrants are not. The Company also issued 51,587,302 additional warrants in conjunctions with a convertible note issued by the Company with an estimated value of $412,698. The warrants have an exercise price of $0.01, subject to adjustment, and expire on August 17, 2020.

 

During the nine month period ended December 31, 2015, 916,667 warrants were cancelled as part of the Typenex settlement of debt.

 

The total fair value of these warrants at the date of grant was estimated to be $453,948 and was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.28% to 1.58%, a dividend yield of 0% and expected volatility of 191.21% to 209.94%. $453,948 was recorded as derivative expense as of the date of issuance and as of December 31, 2015 a derivative liability of $3,095 is reflected on the balance sheet.

 

 

 

Number of Warrants

 

 

Weighted-Average Exercise Price per share

 

 

Weighted- Average Remaining Life (Years)

 

Outstanding at as at 3/31/15

 

 

916,667

 

 

$ 0.10

 

 

 

0.50

 

Granted

 

 

51,587,302

 

 

$ -

 

 

 

5.00

 

Exercised

 

 

-

 

 

$

NA

 

 

NA

 

Cancelled

 

 

(916,667 )

 

$

NA

 

 

NA

 

Outstanding as at 12/31/15

 

 

51,587,302

 

 

$ 0.10

 

 

 

4.63

 

Exercisable at 12/31/15

 

 

51,587,302

 

 

$ 0.10

 

 

 

 

 

 

6. Loan-Related Party

 

As of December 31, 2015 and March 31, 2015, the balance of loans due to a related party was $400,000 and $558,500, respectively.

 

The Company issued on May 18, 2010, a $215,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on April 29, 2011, a $15,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

 
16
 

 

The Company issued on May 9, 2011, a $36,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on June 24, 2011, a $100,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015 with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on July 7, 2011, a $40,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on August 5, 2011, a $24,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on September 2, 2011, a $20,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on September 30, 2011, a $20,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on October 19, 2011, a $25,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on December 6, 2011, a $20,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on January 11, 2012, a $38,000 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and matured on November 30, 2014. On February 16, 2015, the Company secured a note payable extension through April 1, 2015, with no change in original terms of the agreement. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

The Company issued on June 27, 2013, a $5,500 unsecured note payable to a shareholder. The note bears interest at 10%, compounded annually and will mature on June 27, 2015. As of June 15, 2015, the note is now payable on demand as part of the Settlement Agreement and is considered current.

 

 
17
 

 

On June 15, 2015, Company entered into a  Settlement Agreement and Partial Waiver and Release  (the "Settlement Agreement") with a Nevada corporation, lender and preferred shareholder of the Company ("Global"). Global owned 2,377,500 shares of the Company's 5,000,000 issued and outstanding shares of Series A Convertible Preferred Stock (the "Global 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") as of March 31, 2015. Pursuant to the Settlement Agreement, Global agreed to (1) waive interest due under the Global Notes and waive $158,500 of principal due under the Global Notes, 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 Global Preferred Stock to the Company for cancellation, in consideration for the Company issuing 21,397,500 shares of common stock to Global. On or about July 14, 2015, Global returned its 2,377,500 shares of Series A Convertible Preferred Stock to the Company's transfer agent for cancellation pursuant to its settlement agreement with the Company, and after that cancellation, there were only 2,622,500 shares of Series A Convertible Preferred Stock issued and outstanding. Due to the related party nature of this transaction, the $238 balance in Convertible Preferred Stock was transferred to additional paid in capital. As of July 31, 2015, the 21,397,500 common shares had not been issued. All notes listed above are now payable on demand as part of the Settlement Agreement.

 

The Company issued multiple advances from June 27, 2015 to August 20, 2015 totaling $51,512 in unsecured notes payable to the Company's CEO. The notes bears no interest and has no maturity date. The Company paid the principal balance of $51,512 and interest totaling $256 on August 20, 2015.

 

Interest expense for the nine months ended December 31, 2015, and 2014, was $30,393 and $56,525, respectively.

 

7. Notes Payable

 

As of December 31, 2015 and March 31, 2015, the balance of loans due to third parties was $805,788 and $430,788, respectively.

 

The Company issued five notes from December 18, 2012 to May 30, 2013 totaling $199,960 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured on 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. The notes are currently in default.

 

The Company issued six notes from July 12, 2013 to June 16, 2014 totaling $230,828 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and mature from on July 12, 2014 to June 16, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no change in original terms of the agreements. The notes payable were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreements. The notes are currently in default.

 

On June 2, 2015, as part of the Asset Purchase Agreement with DCI, the Company assumed limited liabilities associated with Viking (loan payment for Chevrolet truck in the amount of $668 per month with a principal balance of $36,202, and a loan payment to Joshua Claybaugh of $5,000 per month for 11 months for a total of $55,000). As of December 31, 2015, the truck loan and loan with Joshaua Claybaugh had remaining principal balances of $0 and $25,000, respectively.

 

The Company entered into a Senior Secured Credit Facility Agreement dated June 30, 2015 with TCA Global Credit Master Fund, LP ("TCA") that was executed on or about and made effective as of November 25, 2015, which was to allow the company to borrow up to $3,000,000. The Credit Agreement bears interest at 18%, compounded annually, and matures on January 25, 2017. The loan is secured against all existing and after-acquired tangible and intangible assets of the Company. In connection with the Credit Agreement, the Company issued 3,530,031 shares of common stock upon execution initially valued by TCA at $75,000 and is obligated to issue additional shares until TCA has recouped $75,000 from the sale of the shares. As of December 31, 2015, the Company has borrowed $350,000 of the $3,000,000.

 

Interest expense for the nine months ended December 31, 2015, and 2014, was $112,707 and $18,707, respectively.

 

 
18
 

 

8. Convertible Debt and Derivative Liabilities

 

The Company accounted for the following Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation are initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have being amortized to interest expense over the respective term of the related note.

 

The Company valued the derivative liabilities at December 31, 2015, at $2,613,518. The Company used the Black Scholes Option Model with a risk-free interest rates from .00% to 1.76%, volatility from 107.95% to 649.04%, trading prices from $.0004 to $.235 per share and conversion prices from $.0002 to $.407 per share.

 

On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. As of December 31, 2015, the investor had converted a total of $122,645 of the face value and $11,007 of accrued interest into 151,556,928 shares of common stock.

 

On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third party investor. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 67% of the lowest closing bid prices for 20 days prior to conversion. As of December 31, 2015, the investor had converted a total of $61,716 of the face value into 67,000,049 shares of common stock.

 

On January 11, 2015, the Company entered in to a securities purchase agreement providing for the purchase of two convertible promissory notes in the aggregate principal amount of $52,000 each. One of the notes was funded on January 13, 2015, with the Company receiving $47,500 of net proceeds after payment of legal and origination expenses. The note bears interest at the rate of 8% per annum, is due and payable on January 9, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to 67% of the lowest closing bid price on the OTCQB during the 15 prior trading days. The second note, which was funded on August 7, 2015, has the same interest and conversion terms as the first note, but may be offset by a secured promissory note issued to the Company for $50,000, due on September 9, 2015, and accruing interest at the rate of 8% per annum. As of December 31, 2015, the investor had converted a total of $37,930 of the face value and $2,099 of accrued interest into 12,822,660 shares of common stock.

 

On January 19, 2015, the Company issued a convertible promissory note in the face amount of $100,000, which bears interest at the rate of 12% per annum, is due and payable on July 16, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to the lesser of (a) 55% of the lowest trading price during the 20 days preceding the execution of the note, or (b) 55% of the of the lowest traded price during the 20 trading days preceding conversion. The note was funded on January 28, 2015, with the Company receiving $93,000 of net proceeds after payment of legal and origination expenses. As of December 31, 2015, the investor had converted a total of $13,065 of the face value and $0 of accrued interest into 32,765,383 shares of common stock.

 

On January 21, 2015, the Company issued a convertible promissory note in the face amount of $400,000, of which the Company is to assume $40,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due two years after any funding of the note. The note is to be funded at the note holder's discretion, and the initial tranche was funded on January 21, 2015, when the Company received cash in the amount of $50,000, and received an additional $25,000 on April 28, 2015. The note is pre-payable for 90 days without interest, and incurs a one-time interest charge of 12% thereafter. The note balance funded (plus a pro rata portion of the OID together with any unpaid accrued interest) is convertible into shares of Company common stock at a conversion price equal to the lesser of $0.08 or 60% of the lowest traded price during the 25 prior trading days. As of December 31, 2015, the investor had converted a total of $56,589 of the face value into 34,066,500 shares of common stock.

 

 
19
 

 

On February 3, 2015, the Company issued a collateralized secured convertible promissory for a 10% convertible promissory note with an aggregate principal amount of $252,500, of which the company is to assume an original issue discount of $22,500 (the "OID") and legal fees and other expenses totaling $5,000, which together with any unpaid accrued interest is due on November 3, 2015. The note is to be issued in tranches with an initial tranche of $87,500, of which the company received $75,000 on February 6, 2015, with the remaining $5,000 being used for legal and other expenses and the Company assuming $7,500 of the OID. This convertible note together with any unpaid accrued interest is convertible into shares of Company common stock at a conversion price equal to the 60% of the average of the lowest three closing bid prices during the 20 prior trading days. The remaining three tranches, which have not yet been funded, of $55,000 under the note will consist of $50,000 in principal and $5,000 of the OID, and may be offset by three $50,000 promissory notes issued in favor of the Company, accruing interest at 8% per annum and maturing on November 3, 2015. In conjunction with the convertible note issued by the Company and the three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $123,750 ($41,250 for the first warrant corresponding to funding on February 6, 2015, and $27,500 for the other three warrants corresponding to the future tranches of funding to the Company) divided by the conversion market price in the convertible note. The warrants have an exercise price of $0.10, subject to adjustment, and expire on January 3, 2020. Each of the warrants is only exercisable after the corresponding tranche of funding to the Company has been paid. Therefore, the first warrant is currently exercisable, but the other three warrants are not. On or about September 17, 2015, the company added $27,832 in principal as part of a true up add back. As of December 31, 2015, the investor had converted a total of $77,236 of the face value into 7,020,921 shares of common stock, and had sold the note to Carebourn Capital LP ("Carebourn"), and the Company had issued Carebourn a replacement note as described in the paragraph below. 

 

On November 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $47,808, to Carebourn that replaces the collateralized secured convertible promissory issued on February 3, 2015, with a face value of $84,167, of which the Company assumed accrued interest of $4,326 since February 5, 2015. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum.

 

On February 10, 2015, the Company entered into an equity purchase agreement with a third party investor dated February 6, 2015, whereby the third party agreed to purchase up to $1,800,000 of the Company's common stock, to be registered in a Form S-1 registration statement. The agreement will have a one-year term unless sooner terminated because $1,800,000 of the Company's common stock has already been sold to the investor. During the term, the Company will have the right to deliver up to two put notices per month requiring it to purchase up to a maximum of $75,000 of shares for a specific amount. The purchase price for the shares covered by the put notice shall be equal to 75% of the lowest closing bid price for the ten trading days immediately preceding clearing of the estimated put shares (defined below). The Company will deliver to the investor, simultaneously with delivery of a put notice, a number of shares equal to 120% of the investment amount divided by the closing price of the Company's common stock on the day preceding the put notice date. The actual number of shares purchased by the investor for the investment amount shall then be calculated by dividing the investment amount by the put purchase price. Any excess estimated put shares shall then be returned to the Company. The number of Shares sold to the investor at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by the investor, would result in the investor owning more than 9.99% of all of the Company's common stock then outstanding. Finally, as part of the equity purchase agreement, the investor is prohibited from executing any short sales of the Company's common stock during the term of the equity purchase agreement.

 

On April 10, 2015, the Company issued a convertible note, with a face value of $105,000, of which the company was to assume an original issue discount of $5,000 (the "OID"), and stated interest of 10% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 65% of the lowest closing bid prices for 15 days prior to conversion. During the three months ended December 31, 2015, the investor sold the note to Carebourn, and the Company had issued Carebourn a replacement note as described in the paragraph below. 

 

On October 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $110,351, to Carebourn that replaces the convertible promissory note issued on April 10, 2015, with a face value of $105,000, of which the Company assumed an original issue discount of $5,000 (the "OID"), and accrued interest of $5,351 since April 10, 2015. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. As of December 31, 2015, the investor had converted a total of $28,519 of the face value into 34,259,265 shares of common stock.

 

On October 12, 2015, the Company assigned $15,000 of such replacement convertible promissory note in the face amount of $110,351, originally issued to Carebourn Capital LP to More Capital. The outstanding balance of this assigned portion of the note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. As of December 31, 2015, the investor had converted a total of $9,065 of the face value of the assigned portion of the note into 7,052,675 shares of common stock.

 

 
20
 

 

On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015.

 

On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015.

 

On August 17, 2015, the Company issued a convertible promissory note in the face amount of $325,000, which bears interest at the rate of 10% per annum, is due and payable on August 17, 2016, and may be converted at any time after funding into shares of Company common stock at a conversion price equals the lesser of $.02 or 70% of the closing trading prices immediately preceding the conversion date. In conjunction with the convertible note issued by the Company, the Company issued 51,587,302 warrants valued at $412,698. The warrants have an exercise price of $0.0108, subject to adjustment, and expire on August 17, 2020.

 

On October 26, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 10% to a third party investor, of which the company was to assume an original issue discount of $10,000 (the "OID). The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion.

 

On October 27, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 8% to a third party investor, of which the company was to assume an original issue discount of $10,000 (the "OID). The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion.

 

On November 27, 2015, the Company issued a convertible note for past services with a face value of $27,000 and stated interest of 10% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 70% of the lowest closing bid prices for 10 days prior to conversion.

 

Interest expense for the nine months ended December 31, 2015, and 2014, was $81,690 and $0, respectively. The Company also recorded interest expense related to the amortization of debt discounts and incremental costs for the nine months ended December 31, 2015, and 2014, was $915,936 and $36,285, respectively.

 

9. Fair Value Measurement

 

The company uses the Black-Sholes model to calculate the fair value of the derivative liability.

 

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2015 and March 31, 2015 consisted of the following:

 

 

 

 

 

 

Fair Value Measurements Using

 

Description

 

Total Fair
Value at
December 31, 2015

 

 

Quoted Prices in Active Markets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liability

 

$ 2,613,518

 

 

$ -

 

 

$ 2,613,518

 

 

$ -

 

 

 
21
 

 

 

 

 

 

 

Fair Value Measurements Using

 

Description

 

Total Fair
Value at
March 31, 2015

 

 

Quoted Prices in Active Markets (Level 1)

 

 

Significant Other Observable Inputs

(Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liability

 

$ 824,763

 

 

$ -

 

 

$ 824,763

 

 

$ -

 

 

10. Property and equipment

 

Property and equipment consists of the following as of December 31, 2015 and March 31, 2015. Depreciation expense was $8,665 and $2,804 for the nine months ended December 31, 2015 and 2014, respectively.

 

 

 

December 31,
2015

 

 

March 31,
2015

 

Computer Equipment

 

$ 26,036

 

 

$ 25,757

 

Equipment

 

 

48,055

 

 

 

40,663

 

Vehicle

 

 

35,608

 

 

 

-

 

Less: Accumulated Depreciation

 

 

(68,745 )

 

 

(60,080 )

Net Property and Equipment

 

$ 40,954

 

 

$ 6,340

 

 

11. Intangibles

 

Intangibles assets consists of the following as of December 31, 2015 and March 31, 2015. Amortization expense was $15,160 and $0 for the three months ended December 31, 2015 and 2014, respectively.

 

 

 

December 31,
2015

 

 

March 31,
2015

 

Software Development Costs

 

$ 60,362

 

 

$ 60,362

 

Less: Accumulated Amortization

 

 

(18,412 )

 

 

(3,252 )

Net Intangible Assets

 

$ 41,950

 

 

$ 57,110

 

 

12. Subsequent Events

 

The Company has evaluated subsequent events from December 31, 2015 through February 22, 2016, the date this report was available to be issued, and determined there are no other items to disclose other than those disclosed below:

 

Subsequent to December 31, 2015, the Company issued 29,505,686 shares of common stock to two lenders to satisfied stock payable on two principal conversions on convertible promissory notes held by lenders.

 

On January 5, 2016, the Company issued 18,181,818 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $3,000 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 6, 2016, the Company issued 20,303,030 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $3,350 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 11, 2016, the Company issued 30,000,000 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $3,300 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

 
22
 

 

On January 20, 2016, the Company issued 40,000,000 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $2,200 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On February 3, 2016, the Company issued 53,970,315 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $2,909 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 5, 2016, the Company issued 17,369,793 shares of common stock to Carebourn Capital LP ("Carebourn")  in partial satisfaction of its obligations under, and the holder's election to convert a $3,439 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 7, 2016, the Company issued 17,369,793 shares of common stock to Carebourn Capital LP ("Carebourn") in partial satisfaction of its obligations under, and the holder's election to convert a $3,607 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 14, 2016, the Company issued 33,557,677 shares of common stock to Carebourn Capital LP ("Carebourn") in partial satisfaction of its obligations under, and the holder's election to convert a $3,352 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 21, 2016, the Company issued 33,557,668 shares of common stock to Carebourn Capital LP ("Carebourn") in partial satisfaction of its obligations under, and the holder's election to convert a $2,013 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 7, 2016, the Company issued 22,650,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $4,077 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 14, 2016, the Company issued 33,780,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,027 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 21, 2016, the Company issued 39,200,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,352 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 27, 2016, the Company issued 49,450,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,967 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On February 1, 2016, the Company issued 51,930,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $3,116 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On February 4 2016, the Company issued 56,560,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $3,394 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 7, 2016, the Company issued 22,253,577 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $3,672 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 20, 2016, the Company issued 33,557,677 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $1,846 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

 
23
 

 

On January 23, 2016, the Company issued 33,557,677 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $1,846 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 25, 2016, the Company issued 41,035,989 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 29, 2016, the Company issued 41,035,989 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On February 3, 2016, the Company issued 41,035,989 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 6, 2016, the Company issued 17,545,174 shares of common stock to LG Capital Funding, LLC ("LG") in partial satisfaction of its obligations under, and the holder's election to convert a $3,527 long-term portion of, the Company's convertible promissory note, which included $3,270 in principal and a $257 portion of accrued interest issued to LG on January 9, 2015.

 

On January 29, 2016, the Company issued 18,163,731 shares of common stock to LG Capital Funding, LLC ("LG") in partial satisfaction of its obligations under, and the holder's election to convert a $1,217 long-term portion of, the Company's convertible promissory note, which included $1,125 in principal and a $92 portion of accrued interest issued to LG on January 9, 2015.

 

On January 4, 2016, the Company issued 23,792,424 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,926 long-term portion of, the Company's convertible promissory note, which included $3,500 in principal and $426 in accrued interest, issued to Union on December 19, 2014.

 

On January 5, 2016, the Company issued 26,519,333 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,376 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $476 in accrued interest, issued to Union on December 19, 2014.

 

On January 6, 2016, the Company issued 26,527,152 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,377 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $477 in accrued interest, issued to Union on December 19, 2014.

 

On January 7, 2016, the Company issued 26,534,909 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,378 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $478 in accrued interest, issued to Union on December 19, 2014.

 

On January 11, 2016, the Company issued 47,512,273 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $5,226 long-term portion of, the Company's convertible promissory note, which included $4,650 in principal and $576 in accrued interest, issued to Union on December 19, 2014.

 

On February 4, 2016, the Company issued a convertible note, with a face value of $82,500 and stated interest of 8% to a third party investor, of which the company was to assume an original issue discount of $7,500 (the "OID"), and stated interest of 8% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion.

 

On February 8, 2016, the Company issued a convertible note, with a face value of $80,000 and stated interest of 8% to a third party investor, of which the company was to assume an original issue discount of $7,500 (the "OID"), and stated interest of 10% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. As of February 22, 2016, this note has not been funded.

 

 
24
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

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 & 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 cyber-attack. 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.

 

Currently, the Company's primary business operations are focused on expanding its strategic marketing program of allied products and services of which the Company is designated as the exclusive, or non-exclusive, marketing and distribution agent within the USA and abroad.

 

Additionally, the Company has developed and plans to continue selling an enterprise-level secure email software appliance named  Ecrypt One. Ecrypt One  is an 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 filed a patent application for multiple processes in  Ecrypt One,  with a request for non-publication, on April 22, 2014.

 

On June 2, 2015, the Company strategically acquired some of the assets of Viking Telecom Services, LLC, a Minnesota limited liability company ("Viking") from Dependable Critical Infrastructure, Inc. f/k/a DTREDS Consolidated Inc., a Delaware corporation ("DCI"). The Company provides telecommunication services under the "Viking," "Viking Telecom," and "Viking Tower" brands. Services provided include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G installations, project/construction management, battery installation and maintenance, plowing/snow removal, shelter and compound preventative maintenance, site cleanup, and other related services.

 

 
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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 in the order in which they are listed:

 

1.

Continue distribution on Ecrypt One Software packages;

 

 

 

2.

Continue fulfilling Viking Telecom services backlog;

 

 

 

3.

Continue distribution of allied products and services;

 

 

 

4.

Continue developing strategic marketing alliance program;

 

 

 

5.

Continue development and testing of additional Ecrypt One features and capabilities;

 

On November 23, 2015, the Company effected a 10:1 reverse stock split on its shares of common stock. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split.

 

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.

 

Results of Operations

 

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and nine months ended December 31, 2015, as compared to the three and nine months ended December 31, 2014. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Quarterly Report on Form 10-Q.

 

Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principles of the United States ("GAAP").

 

Results of Operations for Bravatek Solutions, Inc. for the Three and Nine Months Ended December 31, 2015 Compared to the Three and Nine Months Ended December 31, 2014.

 

Revenue

 

During the three and nine months ended December 31, 2015, the Company had revenues of $120,376 and $370,186 as compared to revenues of $0 and $0 during the three and nine months ended December 31, 2014, an increase of $120,376 and $370,186, or over 100%. The increase in revenue experienced by the Company was primarily attributable to the fact that the Company discontinued sales of  One on One  and  Ecrypt Me  on or about December 31, 2014, launching  Ecrypt One  in the nine-month period, and the provision of tower telecom services. During the three and nine months ended December 31, 2015, the Company recorded $26,011 and $109,798 in costs of services; there were no costs of services in the three and nine months ended December 31, 2014, an increase of $26,011 and $109,798, or over 100%.

   

Operating Expenses

 

During the three and nine months ended December 31,2015, the Company had operating expenses of $439,849 and $1,348,357, as compared to operating expenses of $293,007 and $646,147 during the three and nine months ended December 31, 2014, an increase of $146,842 and $702,210, or approximately 300% and 192%. The increase in operating expenses experienced by the Company was primarily attributable to an increase in amortization and depreciation expenses, an increase in general and administrative expenses, an increase in research and development, and an increase in professional fees.

 

 
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Net Loss

 

The Company had a net loss of $(1,645,318) and $(2,464,895) for the three and nine months ended December 31, 2015, as compared to a net loss of $(453,978) and $(883,327) for the three and nine months ended December 31, 2014, a change of $1,191,340 and $1,581,568, or approximately 138% and 156%. The change in net (loss) experienced by the Company was primarily attributable to the fact that the Company had revenue and a loss on derivatives, which was offset by the amortization of debt discount and research and development during the three and nine months ended December 31, 2015.

 

Liquidity and Capital Resources

 

Currently, we have limited operating capital. The Company anticipates that it will require approximately $5,000,000 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.

 

During the past twelve months, we primarily funded our business operations with the proceeds from convertible note financing. During the next twelve months, we plan to seek to generate the necessary capital to fund our business operations and complete our desired business activity through sales of Viking Telecom services,  Ecrypt One  software, and strategic marketing affiliate products and services If we are unable to generate the necessary capital through the sales of these products, we may conduct a private placement offering to seek to raise the necessary working capital to fund our business operations, or continue to rely on related party loans to fund our business operations.

 

In the event we are not successful in reaching our sustained proceeds from convertible financing and private placement targets, we anticipate that depending on market conditions and our plan of operations, we may incur operating losses. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit to cover our operating expenses. Consequently, there remains the possibility that the Company may not continue to operate as a going concern in the long term. We are subject to many factors which could detrimentally affect us. Many of these risk factors are outside management's control, including demand for our products and services, our ability to hire and retain talented and skilled employees and service providers, as well as other factors.

 

The following discussion outlines the state of our liquidity and capital resources for the period ended December 31, 2015, compared to the fiscal year ended March 31, 2015:

 

Total Current Assets & Total Assets

 

Our unaudited balance sheet reflects that: i) as of December 31, 2015, we have total current assets of 367,609 as compared to total current assets of $302,381 at March 31, 2015, a increase of $65,228, or approximately 22%; and ii) as of December 31, 2015, we have total assets of $450,513, compared to total assets of $365,831 as of March 31, 2015, an increase of $84,682, or approximately 23%. The decrease in the Company's total current assets and in total assets from December 31, 2015 to March 31, 2015, was primarily attributable to the fact that the Company obtained more cash via loans from third parties during the year ended March 31, 2015, an increase in accounts receivable due to sales, and acquired property and equipment as part of the Asset Purchase agreement during the nine months ended December 31, 2015. 

 

As of December 31, 2015, our unaudited balance sheet reflects that we have cash of $33,399, as compared to $203,072 at March 31, 2015, a decrease of $169,673, or approximately 84%. The Company's accounts receivable increased to $295,915 as of December 31, 2015, from $0 as of March 31, 2015, an increase of over 100 % which was attributable to the Company having no sales in the prior year. The Company's fixed assets increased to $40,954 as of December 31, 2015, from $6,340 as of March 31, 2015, an increase of approximately 546 % which was primarily attributable to the Asset Purchase agreement with DCI during the nine months ended December 31, 2015.

 

 
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Total Current Liabilities

 

Our unaudited balance sheet reflects that: i) as of December 31, 2015, we have total current liabilities of $1,971,724 as compared to total current liabilities of $1,677,221 at March 31, 2015, an increase of $294,503 or approximately 17.6%; and ii) as of December 31, 2015, we have total liabilities of $5,063,127 as compared to total liabilities of $2,501,984 at March 31, 2015, an increase of $2,561,143 or approximately 102%. The increase in the Company's total current liabilities from December 31, 2015 to March 31, 2015, was primarily attributable to the increase in received loans from third and related parties partially offset by the conversion of existing convertible loans into common stock of the Company. The increase in the Company's total liabilities from March 31, 2015 to December 31, 2015, was primarily attributable to the increase in derivative valuations and increase in received loans from third and related parties.

 

Cash Flow for the Company for the Three and Nine Month Period Ended December 31, 2015 as Compared to the Nine Month Period Ended December 31, 2014

 

Operating Activities.  During the nine-month period ended December 31, 2015, the net cash used by the Company in operating activities was $(1,214,090) as compared to net cash used in operating activities of $(185,226) during the nine-month period ended December 31, 2014, a change of $(1,028,864) or approximately 655%. The increase in our net cash used in operating activities was primarily attributable to net income adjusted by an increase in amortization and depreciation, an increase in gain on derivative liability, an increase in accounts receivable, an increase in accounts payable and accrued liabilities, and an increase in accounts payable due to a related party.

 

Investing Activities.  During the nine-month period ended December 31, 2015, the net cash used by the Company in investing activities was $69,143, as compared to net cash used in investing activities of $3,680 during the nine-month period ended December 31, 2014, a change of $65,463, or approximately 100%. The change in net cash used by investing activities was primarily attributable to the fact that the Company purchased assets per the Asset Purchase Agreement with DCI.

 

Financing Activities.  During the nine-month period ended December 31, 2015, the net cash provided by financing activities was $1,113,560 as compared to net cash provided by financing activities of $231,870 during the nine-month period ended December 31, 2014, an increase of $881,690, or approximately 480%. The change in net cash provided by financing activities was primarily attributable to the fact that the Company received more cash via loans from third and related parties.

 

Subsequent Events

 

The Company has evaluated subsequent events from December 31, 2015 through February 22, 2016, the date this report was available to be issued, and determined there are no other items to disclose other than those disclosed below:

 

Subsequent to December 31, 2015, the Company issued 29,505,686 shares of common stock to two lenders to satisfy stock payable on two principal conversions on convertible promissory notes held by lenders.

 

On January 5, 2016, the Company issued 18,181,818 shares of common stock to Adar Bays, LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $3,000 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 6, 2016, the Company issued 20,303,030 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $3,350 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 11, 2016, the Company issued 30,000,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $3,300 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

 
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On January 20, 2016, the Company issued 40,000,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,200 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On February 3, 2016, the Company issued 53,970,315 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,909 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On January 5, 2016, the Company issued 17,369,793 shares of common stock to Carebourn Capital LP ("Carebourn")  in partial satisfaction of its obligations under, and the holder's election to convert a $3,439 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 7, 2016, the Company issued 17,369,793 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $3,607 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 14, 2016, the Company issued 33,557,677 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $3,352 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 21, 2016, the Company issued 33,557,668 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $2,013 long-term portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015.

 

On January 7, 2016, the Company issued 22,650,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $4,077 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 14, 2016, the Company issued 33,780,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,027 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 21, 2016, the Company issued 39,200,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,352 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 27, 2016, the Company issued 49,450,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,967 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On February 1, 2016, the Company issued 51,930,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $3,116 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On February 4 2016, the Company issued 56,560,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $3,394 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015 .

 

On January 7, 2016, the Company issued 22,253,577 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $3,672 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 20, 2016, the Company issued 33,557,677 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $1,846 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

 
29
 

 

On January 23, 2016, the Company issued 33,557,677 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $1,846 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 25, 2016, the Company issued 41,035,989 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 29, 2016, the Company issued 41,035,989 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On February 3, 2016, the Company issued 41,035,989 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,212 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On January 6, 2016, the Company issued 17,545,174 shares of common stock to LG Capital Funding, LLC ("LG") in partial satisfaction of its obligations under, and the holder's election to convert a $3,527 long-term portion of, the Company's convertible promissory note, which included $3,270 in principal and a $257 portion of accrued interest issued to LG on January 9, 2015.

 

On January 29, 2016, the Company issued 18,163,731 shares of common stock to LG in partial satisfaction of its obligations under, and the holder's election to convert a $1,217 long-term portion of, the Company's convertible promissory note, which included $1,125 in principal and a $92 portion of accrued interest issued to LG on January 9, 2015.

 

On January 4, 2016, the Company issued 23,792,424 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,926 long-term portion of, the Company's convertible promissory note, which included $3,500 in principal and $426 in accrued interest, issued to Union on December 19, 2014.

 

On January 5, 2016, the Company issued 26,519,333 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,376 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $476 in accrued interest, issued to Union on December 19, 2014.

 

On January 6, 2016, the Company issued 26,527,152 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,377 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $477 in accrued interest, issued to Union on December 19, 2014.

 

On January 7, 2016, the Company issued 26,534,909 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,378 long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $478 in accrued interest, issued to Union on December 19, 2014.

 

On January 11, 2016, the Company issued 47,512,273 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $5,226 long-term portion of, the Company's convertible promissory note, which included $4,650 in principal and $576 in accrued interest, issued to Union on December 19, 2014.

 

 On February 4, 2016, the Company issued a convertible note, with a face value of $82,500 and stated interest of 8% to a third party investor, of which the company was to assume an original issue discount of $7,500 (the "OID"), and stated interest of 8% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion.

 

On February 8, 2016, the Company issued a convertible note, with a face value of $80,000 and stated interest of 8% to a third party investor, of which the company was to assume an original issue discount of $7,500 (the "OID"), and stated interest of 10% to a third party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. As of February 22, 2016, this note has not yet been funded.

 

 
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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 Current Report on Form 10-K filed on August 5, 2015. 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.

 

Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 

For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

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. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.

 

 
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Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard is effective for us in the first quarter of fiscal 2018. However, in April 2015, the FASB approved to defer the effective date by one year which we will evaluate if approved. Further, we have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.

 

On August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of this standard on our consolidated financial statements.

 

With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2015, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, that are of significance or potential significance to us.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

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 chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer 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 within the time periods specified. Our chief executive officer and chief financial officer 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. Based on that evaluation, our management has concluded that, as of December 31, 2015, the Company's internal control over financial reporting contained a material weakness due to a failure by the Company to properly value a stock transaction issued by the Company, and as a result of such material weakness, our internal controls over financial reporting were not effective as of December 31, 2015. To remediate the weakness in our internal controls over financial reporting, we intend to: i) reconcile stock issuance transactions against the agreements underlying such stock issuance transactions to ensure that equity issuances are properly accounted for; and ii) implement a review board to review the stock issuance transactions to ensure that they are properly valued and accounted for.

 

Changes in Internal Control over Financial Reporting

 

There was no change in the Company's internal control over financial reporting during the period ended December 31, 2015, that has materially affected, or is likely to materially affect, the Company's internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

On or about April 13, 2015, the Company was served with a lawsuit filed by George Sharp against the Company and numerous other defendants, with a cause of action against the Company for its alleged participation in sending "spam" emails to Mr. Sharp. The Company did not participate in sending any emails to Mr. Sharp, retained California litigation counsel, and filed a demurrer in California. On or about June 3, 2015, the Company and Mr. Sharp entered into a settlement agreement, and the case against the Company was subsequently dismissed with prejudice.

 

On July 16, 2015, the Company's independent certifying accounting firm, Sadler Gibb & Associates, LLC, notified the Company during a phone call that a consultant, Jay Lake, to the Company's outside accountant, One Blue Mountain, was subject to a PCAOB order barring Mr. Lake from being an associated person of a registered public accounting firm. Pursuant to Section 105(c)(7) of the Sarbanes-Oxley Act of 2002, it is unlawful for a person subject to such an association bar to willfully associate with an issuer in an accountancy or a financial management capacity without the consent of the PCAOB or the Securities and Exchange Commission, and for an issuer to permit such person to associate with the issuer if the issuer knew or should have known in the exercise of reasonable care of the association bar. On July 17, 2015, we transitioned to using another outside accountant in lieu of One Blue Mountain, and on July 22, 2015, formally terminated One Blue Mountain. On July 21, 2015, the Company reported the matter to the Securities and Exchange Commission.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

  

During the nine months ended December 31, 2015, the Company issued 126,034 shares of common stock for compensation valued at $27,349. The per share price of the shares was $0.20.

 

During the nine months ended December 31, 2015, the Company issued 35,811 shares of common stock in exchange for legal services valued at $12,293, of which $3,496 was in stock subscriptions payable and $8,797 in expenses.

 

During the nine months ended December 31, 2015, the Company issued 3,530,031 shares of common stock as part of a debt agreement valued at $75,000 to a third party.

 

During the nine months ended December 31, 2015, the Company issued 348,684,132 shares of common stock for conversion of $559,882 of principal and $286,450 of accrued interest of outstanding convertible promissory notes issued to third parties, for a total of $846,332 to third parties, with such issuances during the three months ended December 31, 2015 as follows.

    

On October 20, 2015, the Company issued 1,480,351 shares of common stock to Adar Bays LLC ("Adar Bays") in partial satisfaction of its obligations under, and the holder's election to convert a $5,698 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On October 30, 2015, the Company issued 1,480,364 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $5,698 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On November 10, 2015, the Company issued 2,423,637 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,666 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On November 18, 2015, the Company issued 2,927,273 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $1,610 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On November 25, 2015, the Company issued 4,181,819 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,300 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On December 9, 2015, the Company issued 5,000,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,750long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On December 15, 2015, the Company issued 7,209,091 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $3,965 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

  

 
33
 

  

On December 23, 2015, the Company issued 11,969,697 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $3,950 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On December 30, 2015, the Company issued 12,818,182 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,115 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On December 31, 2015, the Company issued 15,700,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a $2,591 long-term portion of, the Company's convertible promissory note issued to Adar Bays on December 19, 2014.

 

On October 29, 2015, the Company issued 1,551,001 shares of common stock to Carebourn Capital LP ("Carebourn") in partial satisfaction of its obligations under, and the holder's election to convert a $5,891 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On November 20, 2015, the Company issued 1,906,675 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $1,583 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On November 24, 2015, the Company issued 2,535,842 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $2,536 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 1, 2015, the Company issued 2,535,842 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $3,043 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 8, 2015, the Company issued 5,145,981 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $4,835 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 11, 2015, the Company issued 5,145,981 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $4,014 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 16, 2015, the Company issued 5,145,981 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $3,088 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 18, 2015, the Company issued 5,145,981 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $2,401 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On December 29, 2015, the Company issued 5,145,981 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $1,130 long-term portion of, the Company's replacement convertible promissory note issued to Carebourn on October 12, 2015. 

 

On October 29, 2015, the Company issued 1,335,000 shares of common stock to JMJ Financial ("JMJ") in partial satisfaction of its obligations under, and the holder's election to convert a $4,005 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

  

On November 5, 2015, the Company issued 1,940,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $4,656 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

On November 11, 2015, the Company issued 1,941,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,329 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

On November 13, 2015, the Company issued 1,940,500 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $1,164 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

 
34
 

   

On December 11, 2015, the Company issued 3,370,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,022 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

On December 18, 2015, the Company issued 8,440,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $3,545 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

On December 29, 2015, the Company issued 12,600,000 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,268 long-term portion of, the Company's convertible promissory note issued to JMJ on January 9, 2015.

 

On November 12, 2015, the Company issued 1,906,675 shares of common stock to JSJ Investments ("JSJ") in partial satisfaction of its obligations under, and the holder's election to convert a $2,076 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On November 24, 2015, the Company issued 3,257,510 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $1,792 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On December 10, 2015, the Company issued 5,145,981 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,830 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On December 18, 2015, the Company issued 8,649,531 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $3,330 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On December 31, 2015, the Company issued 13,805,686 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $3,037 long-term portion of, the Company's replacement convertible promissory note issued to JSJ on January 19, 2015. 

 

On October 7, 2015, the Company issued 789,124 shares of common stock to LG Capital Funding, LLC ("LG") in partial satisfaction of its obligations under, and the holder's election to convert a $3,701 long-term portion of, the Company's convertible promissory note issued to LG on January 9, 2015.

 

On October 15, 2015, the Company issued 509,128 shares of common stock to LG in partial satisfaction of its obligations under, and the holder's election to convert a $2,388 long-term portion of, the Company's convertible promissory note issued to LG on January 9, 2015.

 

On November 19, 2015, the Company issued 1,933,859 shares of common stock to LG in partial satisfaction of its obligations under, and the holder's election to convert a $2,591 long-term portion of, the Company's convertible promissory note issued to LG on January 9, 2015.

 

On November 30, 2015, the Company issued 3,434,732 shares of common stock to LG in partial satisfaction of its obligations under, and the holder's election to convert a $2,301 long-term portion of, the Company's convertible promissory note issued to LG on January 9, 2015.

 

On December 10, 2015, the Company issued 4,962,537 shares of common stock to LG in partial satisfaction of its obligations under, and the holder's election to convert a $3,325 long-term portion of, the Company's convertible promissory note issued to LG on January 9, 2015.

 

On October 30, 2015, the Company issued 1,906,675 shares of common stock to More Capital in partial satisfaction of its obligations under, and the holder's election to convert a $5,720 long-term portion of, the Company's replacement convertible promissory note issued to More Capital on October 12, 2015. 

  

On December 10, 2015, the Company issued 5,146,000 shares of common stock to More Capital in partial satisfaction of its obligations under, and the holder's election to convert a $3,345 long-term portion of, the Company's replacement convertible promissory note issued to More Capital on October 12, 2015. 

 

On November 5, 2015, the Company issued 3,276,451 shares of common stock to Typenex Co-Investments, LLC ("Typenex") in partial satisfaction of its obligations under, and the holder's election to convert a $9,600 long-term portion of, the Company's convertible promissory note issued to Typenex on February 3, 2015.

 

On October 12, 2015, the Company issued 1,419,536 shares of common stock to Union Capital, LLC ("Union") in partial satisfaction of its obligations under, and the holder's election to convert a $5,465 long-term portion of, the Company's convertible promissory note issued to Union on December 19, 2014.

 

 
35
 

   

On October 22, 2015, the Company issued 1,412,361 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,661 long-term portion of, the Company's convertible promissory note issued to Union on December 19, 2014.

 

On November 3, 2015, the Company issued 1,479,928 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,700 long-term portion of, the registrant's convertible promissory note and a $370 portion of accrued interest issued to Union on December 19, 2014.

 

On November 9, 2015, the Company issued 2,306,758 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,806 long-term portion of, the Company's convertible promissory note, which included $3,450 in principal and $356 in accrued interest, issued to Union on December 19, 2014.

 

On November 18, 2015, the Company issued 5,852,764 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,219, long-term portion of, the Company's convertible promissory note, which included $2,910 in principal and $309 in accrued interest, issued to Union on December 19, 2014.

 

On November 23, 2015, the Company issued 5,861,455 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $3,224, long-term portion of, the Company's convertible promissory note, which included $2,910 in principal and $314 in accrued interest, issued to Union on December 19, 2014.

 

On November 27, 2015, the Company issued 8,369,055 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,603, long-term portion of, the Company's convertible promissory note, which included $4,150 in principal and $453 in accrued interest, issued to Union on December 19, 2014.

 

On December 9, 2015, the Company issued 10,119,055 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $5,565, long-term portion of, the Company's convertible promissory note, which included $5,000 in principal and $565 in accrued interest, issued to Union on December 19, 2014.

 

On December 10, 2015, the Company issued 10,122,036 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $5,567, long-term portion of, the Company's convertible promissory note, which included $5,000 in principal and $567 in accrued interest, issued to Union on December 19, 2014.

 

On December 14, 2015, the Company issued 10,134,000 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $5,574, long-term portion of, the Company's convertible promissory note, which included $5,000 in principal and $574 in accrued interest, issued to Union on December 19, 2014.

 

On December 16, 2015, the Company issued 13,181,964 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $7,250, long-term portion of, the Company's convertible promissory note, which included $6,500 in principal and $750 in accrued interest, issued to Union on December 19, 2014.

 

On December 17, 2015, the Company issued 10,650,104 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,100, long-term portion of, the Company's convertible promissory note, which included $3,675 in principal and $425 in accrued interest, issued to Union on December 19, 2014.

 

On December 23, 2015, the Company issued 13,547,848 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,471, long-term portion of, the Company's convertible promissory note, which included $4,000 in principal and $471 in accrued interest, issued to Union on December 19, 2014.

 

On December 28, 2015, the Company issued 14,246,182 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $2,351, long-term portion of, the Company's convertible promissory note, which included $2,100 in principal and $251 in accrued interest, issued to Union on December 19, 2014.

 

On December 29, 2015, the Company issued 14,250,364 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $2,351, long-term portion of, the Company's convertible promissory note, which included $2,100 in principal and $251 in accrued interest, issued to Union on December 19, 2014.

 

On December 30, 2015, the Company issued 26,472,727 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $4,368, long-term portion of, the Company's convertible promissory note, which included $3,900 in principal and $468 in accrued interest, issued to Union on December 19, 2014.

  

The issuances described above were made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities 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, there was no general solicitation, and the transactions did not involve a public offering. The holders provided legal opinions pursuant to Rule 144 promulgated under Section 4(a)(1) of the Securities Act.

 

 
36
 

     

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

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 on 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. The notes are currently in default.

 

The Company issued six notes from July 12, 2013 to June 16, 2014 totaling $230,828 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and mature from on July 12, 2014 to June 16, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no change in original terms of the agreements. The notes payable were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreements. The notes are currently in default.

  

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

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

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)

3.7

Articles of Amendment to Articles of Incorporation (increasing the Company's authorized common stock) (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 (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)

10.1

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

  

 
37
 

  

10.2

Director Agreement and Restricted Shares Agreement dated February 15, 2011, with Curt Weldon (incorporated by reference to our Current Report on Form 8-K filed on February 9, 2011)

10.3

Director Agreement and Restricted Shares Agreement dated February 15, 2011, with Jay Cohen (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2011)

10.4

Stock Compensation Program (incorporated by reference to our Current Report on Form 8-K filed on April 20, 2011)

10.5

Director Agreement and Nonqualified Stock Option Agreement dated February 16, 2012, with Thomas Trkla (incorporated by reference to our Current Report on Form 8-K filed on February 22, 2012)

10.6

Director Agreement and Restricted Shares Agreement dated July 8, 2011, with Eric Mettala (incorporated by reference to our Current Report on Form 8-K filed on July 11, 2011)

10.7

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)

10.8

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)

10.9*

Amendments to Employment Agreement and Restricted Shares Agreement with Thomas Cellucci

10.10

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)

10.11

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

10.12

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

10.13

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

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed July 13, 2010)

31.1*

Certification of Principal Executive Officer 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 Principal Financial Officer 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 Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*

Certification of Chief Financial Officer 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.

  

 
38
 

  

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: February 22, 2016

By:

/s/ Thomas A. Cellucci

Thomas A. Cellucci

Chief Executive Officer

 

 

39


 

EXHIBIT 10.9

 

AMENDMENT

 

This AMENDMENT (" Amendment ") is made as of this 27th day of March, 2015 (the " Effective Date "), by and between eCrypt Technologies, Inc. d/b/a Ecrypt Technologies Inc., a Colorado corporation(" Company "), and Thomas A. Cellucci (" Employee ").

 

W I T N E S S E T H :

 

WHEREAS, the parties have entered into that certain Employment Agreement (" Employment Agreement ") dated as of June 16, 2014, by and between Company and Employee, and amended on February 11, 2015, as of January 30, 2015;

 

WHEREAS, the parties have entered into that certain Restricted Shares Agreement (" Restricted Shares Agreement ") dated as of June 16, 2014, by and between Company and Employee;

 

WHEREAS, the parties have agreed to amend the Employment Agreement and Restricted Shares Agreement as provided herein;

 

NOW THEREFORE, in consideration of the foregoing premises, Employee's continued employment by Company and the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendments to Employment Agreement .

 

 Paragraph 2(e) is amended to read as follows:

 

(e) Salary and Additional Health/Dental Benefits . Effective February 1, 2015, Employee shall receive a monthly salary of US$12,000. Effective April 1, 2015, Employee shall receive a monthly salary of US$25,000, and shall receive health insurance and dental insurance benefits in the minimum amount of US$2,000 per month notwithstanding any other benefits provisions herein. The salary shall be paid monthly, on the first business day of the month.

 

The following is hereby added as Paragraph 2(f):

 

(f) Warrant Grant . The Company shall issue Executive warrants to purchase a total of thirty million (30,000,000) shares of Company common stock at a $0.03/share exercise price, with such warrants exerciseable on a cashless basis and having a term of 5 years.

 

 
1
 

 

The following is hereby added as Paragraph 9:

 

9. Indemnification .

 

Company shall indemnify Employee and hold Employee harmless from and against any claim, loss or cause of action arising from or out of Employee's performance as an officer or employee of Company or in any other capacity, including any fiduciary capacity, in which the Employee serves at the request of Company to the maximum extent permitted by applicable law. Company shall advance to Employee the reasonable costs and expenses of investigating and/or defending any such claim, subject to receiving a written undertaking from Employee to repay any such amounts advanced to Employee in the event and to the extent of any subsequent determination by an agency of competent jurisdiction that Employee was not entitled to indemnification hereunder. In the event that Employee is or becomes a party to any action or proceeding in respect of which indemnification may be sought hereunder, Employee shall promptly notify Company thereof. Following such notice, Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel satisfactory to Employee in its reasonable judgment. After notice from Company to Employee of Company's election to assume the defense of Employee, Company will not be liable to Employee hereunder for any legal or other expenses subsequently incurred by Employee in connection with the defense thereof other than reasonable costs of investigation. Employee shall not settle any action or claim against Employee without the prior written consent of Company except at Employee's sole cost and expense.

 

2. Amendments to Restricted Shares Agreement .

 

Paragraph 2 is hereby deleted in its entirety.

 

3. Miscellaneous .

 

(a) Full Force and Effect . Except as otherwise expressly provided herein, each of the Agreement and the other agreements and transactions contemplated thereby shall remain in full force and effect. Except for the modifications contained herein, this Amendment shall not in any way waive or prejudice any of the rights or obligations of either of the parties hereto and shall not constitute a waiver or modification of any other provision of the Agreement or any other document entered into in connection therewith.

 

(b) Governing Law . This Amendment shall be governed by and construed in accordance with the internal laws of the State of Colorado.

 

(c) Counterparts . This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment may be executed by facsimile or by email of PDF or digital image format files of the executed signature page hereto.

 

(d)  Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

 
2
 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the Effective Date.

 

 

COMPANY:

 

eCrypt Technologies, Inc. d/b/a Ecrypt Technologies Inc.

 

     
By: /s/ Debbie King

Name: 

Debbie King 

 

Title:  

Director  

 

 

 

EMPLOYEE:

 

     
By: /s/ Thomas A. Cellucci

 

Thomas A. Cellucci

 

 
3
 

 

AMENDMENT

 

This AMENDMENT (" Amendment ") is made as of this 15th day of January, 2016 (the " Effective Date "), by and between Bravatek Solutions, Inc., a Colorado corporation(" Company "), and Thomas A. Cellucci (" Employee ").

 

W I T N E S S E T H :

 

WHEREAS, the parties have entered into that certain Employment Agreement (" Employment Agreement ") dated as of June 16, 2014, as amended, by and between Company and Employee;

 

WHEREAS, the parties have agreed to amend the Employment Agreement as provided herein;

 

NOW THEREFORE, in consideration of the foregoing premises, Employee's continued employment by Company and the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.  Amendments to Employment Agreement .

 

The Employment Agreement is amended to provide Employee performance bonuses in lieu of Paragraph 2(b) therein as follows:

 

(b) Performance Bonus . The Executive shall be eligible to receive a quarterly performance bonus equal to the sum of 15% of Executive's quarterly base salary for meeting the Board-approved quarterly revenue and budget expense plan ("Plan") plus 10% of Executive's quarterly base salary for every 10% by which actual quarterly revenue exceeds Plan quarterly revenue up to a maximum of 50% of gross margin, but only if the Company's actual quarterly expenses increase by an equal or lesser percentage amount over Plan quarterly expenses. As examples for clarity, if actual quarterly revenues were 20% higher than a given quarter's Plan revenues, and actual quarterly expenses were 20% higher than a given quarter's Plan expenses, and assuming gross margin in excess of any bonus, Executive would receive a performance bonus equal to 35% of Executive's base salary for the quarter, but no performance bonus if revenues were 20% higher while expenses were 21% higher. The quarterly performance bonus, if any, shall be paid by the end of the second month of the following quarter.

 

2.  Miscellaneous .

 

(a)  Full Force and Effect . Except as otherwise expressly provided herein, each of the Agreement and the other agreements and transactions contemplated thereby shall remain in full force and effect. Except for the modifications contained herein, this Amendment shall not in any way waive or prejudice any of the rights or obligations of either of the parties hereto and shall not constitute a waiver or modification of any other provision of the Agreement or any other document entered into in connection therewith.

 

 
4
 

  

(b) Governing Law . This Amendment shall be governed by and construed in accordance with the internal laws of the State of Colorado.

 

(c)  Counterparts . This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment may be executed by facsimile or by email of PDF or digital image format files of the executed signature page hereto.

 

(d)  Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the Effective Date.

 

 

COMPANY:

 

Bravatek Solutions, Inc.

 

     
By: /s/ Debbie King

Name: 

Debbie King 

 

Title:  

Director & CFO 

 

 

EMPLOYEE:

 

     
By: /s/ Thomas A. Cellucci

 

Thomas A. Cellucci

 

 
5
 

 

Via Email Only

 

January 15, 2015

 

Dr. Thomas A. Cellucci

 

Re: Change of Control Letter Agreement

 

Dear Dr. Cellucci:

 

This Change of Control Letter Agreement (the "Agreement") is entered into as of the date referenced above, by and between Bravatek Solutions, Inc., a Colorado corporation with an address at 2028 East Ben White Boulevard, Suite 240-2835, Austin, Texas 78741 (the "Corporation"), and you, Thomas A. Cellucci ("you").

 
Recitals

 

A.

The Corporation considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In connection therewith, the Board of Directors of the Corporation (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

B.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Corporation.

C.

In order to induce you to remain in the employ of the Corporation and in consideration of your agreement set forth below, the Corporation agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Corporation is terminated subsequent to a "Change in Control" of the Corporation (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements which may have been entered into between yourself and the Corporation concerning termination of employment, including your Employment Agreement with the Corporation, dated as of June 16, 2014, as subsequently amended.

 

 
6
 

 

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

 

1.

Term of Agreement . This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2018; provided, however, that commencing on December 31, 2018, and each December 31 afterwards, the term of this Agreement shall automatically be extended for one additional year unless, no later than the preceding November 1, the Corporation shall have given notice that it does not wish to extend this Agreement; provided, further, if a Change in Control (as defined below) shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which such change in control occurred. Notwithstanding the foregoing, and provided no Change in Control (as defined below) shall have occurred, this Agreement shall automatically terminate upon the earlier to occur of (i) your termination of employment with the Corporation, or (ii) the Corporation's furnishing you with notice of termination, irrespective of the effective date of such termination.

2.

Change in Control . No benefits shall be payable under this Agreement unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control" of the Corporation shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Corporation is in fact required to comply with that regulation, provided that, without limitation, such a change of control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then outstanding securities, except for you; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clauses (A) or (D) of this Section) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation; or (D) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 30% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets.

 

 
7
 

 

3.

Termination Following Change in Control . If any of the events described in Section 2 above constituting a Change in Control of the Corporation shall have occurred, you shall be entitled to the benefits provided in Subsection 4(iii) below upon the subsequent termination of your employment during the term of this Agreement unless such termination is (A) because of your death, Disability (as defined below) or Retirement (as defined below), (B) by the Corporation for Cause (as defined below), or (C) by you other than for Good Reason (as defined below).

 

 

i.

Disability; Retirement . If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Corporation for six consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Corporation or you of your employment based on "Retirement" shall mean termination in accordance with the Corporation's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

 

 

ii.

Cause . Termination by the Corporation of your employment for "Cause" shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance by you of a Notice of Termination for Good Reason as defined in Subsections 3(iii) and 3(iv) herein, respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Corporation, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Corporation. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection and specifying the particulars in detail.

 

 
8
 

 

 

iii.

Good Reason . You shall be entitled to terminate your employment for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence after a Change in Control of the Corporation of any of the following circumstances unless, in the case of paragraph (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect of them:

 

 

 

A.

the assignment to you of any duties inconsistent with your status and position as it exists immediately prior to the Change in Control of the Corporation or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Corporation;

 

 

 

 

B.

a reduction by the Corporation in your annual base salary as in effect on this date or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all key employees of the Corporation and all key employees of any person in control of the Corporation;

 

 

 

 

C.

your relocation to a location not within 50 miles of your present office or job location, except for required travel on the Corporation's business to an extent substantially consistent with your present business travel obligations;

 

 

 

 

D.

the failure by the Corporation, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Corporation, within seven days of the date such compensation is due;

 

 

 

 

E.

the failure by the Corporation to continue in effect any bonus to which you were entitled, or any compensation plan in which you participate immediately prior to the change in control of the Corporation which is material to your total compensation, including but not limited to the Corporation's stock option plan, 401(k) pre-tax retirement savings plan, and flexible benefit plan, if any, or any substitute plans adopted prior to the Change in Control of the Corporation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Corporation to continue your participation in it (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the change in control;

 

 
9
 

 

 

 

 

F.

the failure by the Corporation to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Corporation's life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Corporation, the failure to continue to provide you with a Corporation automobile or allowance in lieu of it, if you were provided with such an automobile or allowance in lieu of it at the time of the Change in Control of the Corporation, the taking of any action by the Corporation which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Corporation, or the failure by the Corporation to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Corporation in accordance with the Corporation's normal vacation policy in effect at the time of the Change in Control of the Corporation; 

 

 

 

 

 

 

 

G.

the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 of this Agreement; or

 

 

 

 

H.

any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (iv) below (and, if applicable, the requirements of Subsection (ii) above); for purposes of this Agreement, no such purported termination shall be effective.

 

 

 

 

 

 

 

 

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based upon circumstances set forth in Paragraph (A), (E), (F), (G) or (H) above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, such Notice of Termination shall be deemed withdrawn and of no further force or effect.   

 

 

iv.

Notice of Termination. Any purported termination of your employment by the Corporation or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

 

 
10
 

 

 

v.

Date of Termination, etc. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection (ii) or (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Subsection (iii) above shall not be less than 15 nor more than 60 days, respectively, from the date such Notice of Termination is given); provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected); provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Corporation will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4(iv).

 

4.

Compensation Upon Termination or During Disability . Following a Change in Control of the Corporation, upon termination of your employment or during a period of disability, you shall be entitled to the following benefits:

                      

 

i.

During any period that you fail to perform your full-time duties with the Corporation as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Corporation during such period, until this Agreement is terminated pursuant to Section 3(i) above. Thereafter, or in the event your employment shall be terminated by the Corporation or by you for Retirement, or by reason of your death, your benefits shall be determined under the Corporation's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

 

 

ii.

If your employment shall be terminated after a Change in Control by the Corporation for Cause or by you other than for Good Reason, Disability, death or Retirement, the Corporation shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement.

 

 
11
 

 

 

iii.

If your employment shall be terminated after a Change in Control (a) by the Corporation other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

 

 

 

A.

All prior stock awards shall immediately be considered fully vested.

 

 

 

 

B.

The Corporation shall continue to pay any medical or dental benefits in effect at the time Notice of Termination is given for two years following the Date of Termination.

 

 

 

 

C.

The Corporation shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Corporation, at the time such payments are due, except as otherwise provided below.

 

 

 

 

D.

In lieu of any further salary or performance bonus compensation payments to you for periods subsequent to the Date of Termination, the Corporation shall pay to you a lump sum severance payment (together with the payments provided in paragraph (E) below, the "Severance Payments") equal to the sum of (i) a prorated portion of any unpaid quarterly performance bonus compensation estimated to be due for the quarter during which the Date of Termination occurs through the Date of Termination, (ii) two times the sum of the annual base salary in effect immediately prior to the occurrence of the circumstance(s) giving rise to the Notice of Termination given in respect of them, (iii) eight times the sum of the quarterly performance bonus compensation, if any, due to you for the most recently completed quarter immediately prior to the Date of Termination, and (iv) an amount based on the acquisition price of the Corporation, if any, in the Change in Control as follows:

 

 

 

 

1.

$1,500,000 if the acquisition price is at least $8,000,000 and at least one times sales but less than two times sales;

 

 

 

2.

$3,000,000 if the acquisition price is at least $15,000,000 and at least two times sales but less than three times sales;

 

 

 

3.

$5,000,000 if the acquisition price is at least $20,000,000 and at least three times sales but less than five times sales; or

 

 

 

4.

$5,000,000 plus an amount equal to $500,000 multiplied by an amount equal to the acquisition price divided by sales minus five, but only if the acquisition price is at least $40,000,000 and at least five times sales (i.e., $7,500,000 if the acquisition price were $100,000,000 and sales were $10,000,000).

 

 

 

E.

The Corporation shall pay to you any deferred compensation, including, but not limited to deferred bonuses, allocated or credited to you or your account as of the Date of Termination.

 

 
12
 

 

 

 

F.

The Corporation shall also pay to you all legal fees and expenses incurred by you as a result of such termination including all such fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") to any payment or benefit provided under this Agreement)).

 

 

 

 

G.

The payments provided for in paragraphs (C), (D), and (E) above, shall be made no later than the fifth day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but in no event later than the 30th day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

 

 

iv.

In the event that you are a "disqualified individual" within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 4 and all other payments to you under any other agreements or arrangements with any persons which constitute "parachute payments" within the meaning of Section 280G of the Code are collectively subject to an overall maximum limit. Such maximum limit shall be $1 less than the aggregate amount which would otherwise cause any such payments to be considered a "parachute payment" within the meaning of Section 280G of the Code, as determined by the Corporation. Accordingly, to the extent that such payments would be considered a "parachute payment" with respect to you, then the portions of such payments shall be reduced or eliminated in the following order until the remaining change of control termination payments with respect to you is within the maximum described in this subsection (iv):

 

 

 

 

1.

First, any cash payment to you;

 

 

 

2.

Second, any change of control termination payments not described herein; and

 

 

 

3.

Third, any forgiveness of indebtedness of yours to the Corporation.

 

 
13
 

 

 

 

 

You expressly and irrevocably waive any and all rights to receive any change of control termination payments, which exceed the maximum limit described in this subsection (iv).

 

 

 

 

 

v.

You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Corporation, or otherwise except as specifically provided in this Section 4. (vi). In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under the Corporation's 401(k) Pre-Tax Retirement Savings Plan and any other plan or agreement relating to retirement benefits.

 

5.

Successors; Binding Agreement.

 

 

 

i.

The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled to under this Agreement if you terminate your employment for Good Reason following a Change in Control of the Corporation, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Corporation" shall mean the Corporation as defined above and any successor to its business and/or assets as which assumes and agrees to perform this Agreement by operation of law, or otherwise.

 

 

 

 

ii.

This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

 

6.

Notice . For the purposes of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of the Board with a copy to the Secretary of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance with this Agreement, except that notice of change of address shall be effective only upon receipt.

 

 
14
 

 

7.

Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Colorado. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law. The obligations of the Corporation under Section 4 shall survive the expiration of the term of this Agreement.

8.

Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.

Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10.

Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the State of Colorado, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

11.

Entire Agreement . This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements or understandings with respect to such subject matter.

 

 
15
 

 

If this letter accurately sets forth the terms of our agreement on the subject matter hereof, kindly sign and return to the Corporation an executed copy of this letter which will then constitute our agreement on this subject.

 

Sincerely,

 

Bravatek Solutions, Inc.

 

     
By: /s/ Deborah King

 

Deborah King 

 

Chief Financial Officer & Director

 

 

ACCEPTED AND AGREED:

 

     
By: /s/ Thomas A. Cellucci

 

Thomas A. Cellucci, Ph.D., MBA 

     

 

16


  EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Thomas Cellucci, certify that:

 

1.

I have reviewed this Form 10-Q of Bravatek Solutions, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: February 22, 2016

By:

/s/ Thomas Cellucci

Thomas Cellucci

Chief Executive Officer

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Debbie King, certify that:

 

1.

I have reviewed this Form 10-Q of Bravatek Solutions, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: February 22, 2016

By:

/s/ Debbie King

Debbie King

Chief Financial Officer

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Bravatek Solutions, Inc. (the "Company") on Form 10-Q for the fiscal period ended December 31, 2015 (the "Report"), I, Thomas Cellucci, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1)

The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

 

Date: February 22, 2016

By:

/s/ Thomas Cellucci

Thomas Cellucci

Chief Executive Officer

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Bravatek Solutions, Inc. (the "Company") on Form 10-Q for the fiscal period ended December 31, 2015 (the "Report"), I, Debbie King, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1)

The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

 

Date: February 22, 2016

By:

/s/ Debbie King

Debbie King

Chief Financial Officer