UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended ~~March~~December 31, ~~2017~~2018

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

For the transition period from ~~___________~~____________ to ~~______________~~_____________

Commission File Number: 000-~~53489~~53489

Bravatek Solutions, Inc.

(Exact name of registrant as specified in its charter)

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

2028 E Ben White Blvd, #~~240-2835~~2402835

Austin, TX 78741

(Address of principal executive offices)

866-~~204~~204-~~6703~~6703

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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. ¨ Yes x 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-TT (§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). ¨. ¨ Yes x No

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-2~~12b2 of the Exchange Act). ¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the ~~registrant's~~registrants most recently completed second fiscal quarter;: $2312,~~500.~~973,741 ~~Shares~~as of ~~the~~June ~~registrant’s~~30, common stock held by each executive officer and director and by each person who owned 10 percent or more of the registrant’s outstanding common stock were excluded in that such persons may be deemed to be “affiliates” of the Registrant for purposes of the above calculation2018. ~~This determination of affiliate status is not a conclusive determination for other purposes.~~

As of ~~September~~June 2711, ~~2017~~2019, the Company had 71,~~531~~363,~~184,221~~ 315 shares issued and outstanding.

PART I

ITEM 1. BUSINESS.

Overview

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

Principal Products

Bravatek’s primary business focus centers on security, defense, and information security solutions that assist corporate entities, governments and individuals in protecting their organizations and/or critical infrastructure against both physical and ~~cyber-attacks~~cyberattacks. The Company's business operations are oriented around the marketing and distribution of proprietary and allied security, defense and information security software, tools and systems (including services). To date, the Company has earned limited revenue. The Company believes the majority of its revenues will be derived from sales of proprietary and allied products and services to large enterprises, government, and military customers within the United States (“U.S.”) and abroad.

Currently, the Company's primary business operations are focused on establishing a strategic leadership position in cybersecurity email solutions and telecom services within the U.S. and abroad. The Company also has a “Market Alliance Program” (“MAP”) that enables Bravatek to rapidly introduce additional allied software, tools and systems to the worldwide marketplace through “~~win-win~~winwin” contracts offering Bravatek, in ~~virtually~~most ~~all~~ cases, exclusive distribution rights in specified markets.

Currently, the Company's primary proprietary product development efforts are focused on enhancing its sales- released enterprise- level information security software- appliance called Ecrypt One. It was designed to protect email and attachments in transit and at rest. It incorporates and supports multiple security technologies and techniques, such as encryption, role -based access controls, server rules that enforce security, and ~~multi-factor~~multifactor authentication. It was designed, with our rigorous new product development process, to assist organizations and governments to meet and maintain compliance with information security regulations, such as the Health Insurance Portability and Accountability Care Act of 1996 (“HIPAA”).

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

On June 2, 2015, the Company completed an acquisition of some of the assets of Viking Telecom Services, LLC (“Viking Telecom”)., ~~The~~which allowed the Company ~~now~~to ~~provides~~provide telecom services under athe ~~new~~ Viking Telecom brand. Services provided by Viking Telecom include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G/5G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. In January of 2018, the Company acquired HelpComm, Inc., a Virginia corporation engaged in the provision of telecom services (“HelpComm”). On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases, whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018.

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

Research and Development

Over the next twelve (12) months, Bravatek will continue developing new strategic alliances and strengthening existing strategic alliances. The Company also plans to continue developing enhancement upgrades to its proprietary cybersecurity product, Ecrypt One. The Company released a consumer cybersecurity software product (covered under patents) in Q3 2018. The product has already been fully tested and the Company completed the marketing and sales launch in August 2018. The company is aggressively pursuing a patent related to its Ecrypt One software, as it believes it will be a valuable asset.

Production

Ecrypt One was developed using a proprietary, rigorous new product development process under the supervision of the Company’s CEO, Dr. Thomas A. Cellucci and Vice President of Product Development, Ian Treleaven. Solution testing and evaluation ("“T&E"”) is routinely conducted by Ian Treleaven and the Company's development consultants using industry- standard tools and methods. The Company engages in technical meetings to address feedback from all T&E activities.

Distribution

The Company distributes its solutions globally, in accordance with applicable import and export regulations, through a number of distribution channels. The primary method of distribution is through a dedicated in-house sales ~~force~~team with a network of representatives. The Company is also pursuing strategic distribution alliances with data centers, service providers, carrier dealers, consultants, and complementary solution providers to distribute its product.

Additionally, the Company ~~will~~has ~~list~~listed its solutions on the General Services Administration (“GSA”) Schedules or other government contract vehicles, for acquisition by authorized users. GSA is an independent agency of the United States government that, amongst other responsibilities, supplies products and communications for US government offices. The Company ~~recently~~ had its software related products and capabilities listed on the SEWP contract vehicle, administered by NASA, useable by many civilian and military agencies in the U.S.

Customers and Marketing

Customers

The Company offers products and services in multiple segments in government, business, and consumer markets. The majority of the allied products and services are targeted at government, military and business markets.

The Company will primarily target Fortune 100 and 500 enterprises within the healthcare, financial/legal services, and telecommunications industries, as well as government, military and law enforcement agencies. These organizations have a critical reliance on security, defense, information security and data integrity products and services, and are subject to numerous stringent information security regulations.

The Company anticipates that a majority of its customers will be large sized businesses. The Company also anticipates sales of its products and services to U.S. government and military organizations, and allied foreign government and military organizations like NATO.

To date, the Company has received and fulfilled orders from corporate customers for Ecrypt One, Viking Telecom services, and partner solutions firms.

Marketing

Over the next ~~twelve months~~year, the Company will focus on orders and sales for its products and services. It will also continue to grow its strategic alliance network of allied products and service providers, who will also market Bravatek's products.

The Company will focus its marketing efforts on customer acquisitions of Ecrypt One and ~~Viking~~the ~~Telecom~~provision of telecom services, as well as allied products and services. The Company anticipates that it will continue to market its proprietary and allied products on the Internet, using the Company's websites (www.bravatek.com and www.vikingtelecomservices.com, not incorporated in this filing except as a reference), on social networking sites like Facebook and Twitter, and on industry websites, blogs and forums.

The Company also intends to expand its sales capabilities.

As of May 23, 2019, Company’s products and services were made available to government customers via i3 Integrative Creative Solutions, LLC’s GSA IT 70 contract vehicle.

Competition

Ecrypt One, the Company's enterprise- level information security server software package, is a very unique offering that faces indirect competition from companies such as: i) Symantec Corporation;; ii) Voltage Security;; iii) Proofpoint Inc.;; iv) Axway Software;; v) Watchguard;; and, vi) Zix Corporation.

All of the aforementioned companies develop and distribute email security servers. Although there is no assurance that we will be able to successfully compete with these organizations, our foremost advantage over these products is that Ecrypt One unifies multiple technologies and benefits (including email, encryption, ~~anti-virus~~antivirus, ~~anti-malware~~antimalware, no spam and no phishing) into a single solution making its use and administration more effective and efficient.

Allied products and services ~~face~~and telecom services have faced competition from a variety of companies, many of which are better capitalized than the Company and, in some cases, have significantly greater market penetration.

Although there is no assurance that we will be able to successfully compete with these organizations, our foremost advantage over competition is our network of potential customers, our ability to access them, and the diversity of high-tech products and services that the Company offers.

Intellectual Property and Agreements

Patents

The Company has filed a patent ~~applications~~application for multiple attributes and processes contained in Ecrypt One, and is pursuing the patent (U.S. Patent Application Serial No. 15/246,500).

Licenses

The research, development and commercialization of cybersecurity software often ~~involves~~involve alternative development and optimization routes, which are presented at various stages in the development process. The preferred routes cannot be predicted at the outset of a research and development program because they will depend upon subsequent discoveries and test results. There are numerous third-party patents in our field, and it is possible that to pursue the preferred development route of one or more of our products we will need to obtain a license to a patent, which would decrease the ultimate profitability of the applicable product. If we cannot negotiate a license, we might have to pursue a less desirable development route or terminate the program altogether.

Trade Secrets

The Company also relies on trade secrets, proprietary ~~know-how~~knowhow, and continuing technological innovation to develop and maintain a competitive position in our product areas. Bravatek employees, consultants and officers must sign a ~~non-disclosure~~nondisclosure agreement before they are authorized to discuss particulars of the functionality of the Company's software products. All current employees, consultants and officers of the Company who are privy to confidential information have signed ~~non-disclosure~~nondisclosure and ~~non-competition~~noncompetition agreements with the Company.

Environmental Issues

Through the provision of ~~Viking~~anticipated ~~Telecom~~telecom services, the Company currently assists private sector clients to safely maintain, upgrade and install telecommunication towers, assemblies, and parts to enhance communications and protect the environment.

The Company's software products and their production or provision thereof, do not directly impact the environment. Notwithstanding the foregoing, the Company strives to be environmentally friendly in all aspects of its operations.

Governmental Regulations

Telecom services work ~~performed under our Viking Telecom brand,~~ is governed by the United States Occupational Safety and Health Administration (“OSHA”). OSHA is a federal organization (part of the United States Department of Labor) that ensures safe and healthy working conditions for Americans by enforcing standards and providing workplace safety training.

Created in response to the Occupational Safety and Health Act of 1970, OSHA's main goal is to protect the rights and safety of workers by preventing workplace injuries and deaths and holding employers accountable for safe workplaces. OSHA provides workers and employers with information about hazardous working conditions and they offer free assessment for workplace dangers.

There is a strict set of federal safety standards to which all businesses must adhere. These regulations cover things like disposal of hazardous materials, required personal safety equipment such as safety goggles, permitted noise levels and fall protection. OSHA inspects workplaces to ensure they're following all regulations to reduce chances of accident or injury.

Cybersecurity Software is classified as a "“dual- use good,"” meaning that it can be used by both the general public and the military. Export of such goods is regulated by the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual- Use Goods and Technologies (the "“Wassenaar Arrangement"”).

The Wassenaar Arrangement was established in order to contribute to regional and international security and stability by promoting transparency and greater responsibility in transfers of conventional arms and dual- use goods and technologies, thus preventing destabilizing accumulations. Participating States seek, through their national policies, to ensure that transfers of these items do not contribute to the development or enhancement of military capabilities, which undermine these goals, and are not diverted to support such capabilities.

The Participating States of the Wassenaar Arrangement include: Argentina, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Republic of Korea, Romania, Russian Federation, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom and United States.

In the United States, the Bureau of Industry and Security ("“BIS"”) is responsible for implementing and enforcing the Export Administration Regulations ("“EAR"”), which regulate the export and ~~re-export~~reexport of most commercial items. Encryption software is subject to the EAR and other U.S. law, and may not be exported or ~~re-~~re exported to certain countries (currently Cuba, Iran, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving US exports. Because of this, the Company has applied and has received approval for Mass Market Status Export Authorization from the BIS. Mass Market Status is given to encryption products, which have been reviewed and classified by the BIS as exportable under certain rules and regulations, including the mass- market encryption rules of the EAR.

The procurement and use of commercially available security solutions by government, and military agencies is controlled through various regulations. In order to provide or sell a service or product to a government or military agency, a vendor or provider can be approved by and listed with the United States General Services Administration (“GSA”) or other US government contract vehicles. Additionally, military applications also require that products be certified by the National Security Agency. The Company is pursuing such certifications and accreditations. ~~The Company is also working with Steptoe & Johnson to determine other regulatory requirements for Ecrypt One enterprise-level information security soft-appliance.~~

Employees

The Company currently has one ~~full~~full-time employee, its Chief Executive Officer, Dr. Thomas A. Cellucci. Deborah King is contracted to act as ~~Interim~~ Chief Financial Officer. David Singer is contracted to act as Vice President of Sales. Ian Treleaven is contracted to act as Vice President of Product Development of the Company. Various consultants have been contracted to fulfill sales, software development and web programming duties.

Reports to Security Holders

Once filed with the SEC, the Company provides its annual report that includes its audited financial information to its shareholders upon written request. The Company also makes its financial information equally available to any interested parties or investors through compliance with the disclosure rules of the Exchange Act. The Company is subject to disclosure filing requirements including filing Form 1010-K's annually and Form 10-QQ's quarterly. In addition, the Company files current reports on Form 88-K and other proxy and information statements from time to time as required.

The public may read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-~~800~~800-~~SEC~~SEC-~~0330~~0330. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS.

Not required for Smaller Reporting Companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2. PROPERTIES.

The Company does not currently own any real property. Currently, the Company's principal business address is 2028 E. Ben White Blvd., #~~240-2835~~2402835, Austin, TX 78741. The costs associated are immaterial to the financial statements and, accordingly have not been reflected therein. The Company anticipates that it will explore leasing opportunities for office space during the next twelve months.

The Company uses a combination of U.S.-based cloud services and a Canadian co-location facility to host its email and development servers.

Bravatek owns the following internet domain names:

6REPLY.COM, 6REPLY.INFO, 6SEND.COM, 6SEND.INFO, BRAVATEK.COM, ECRYPTINC.CA, ECRYPTMAIL.INFO, SECUREINFORMATIONXCHANGE.COM, SECUREINFORMATIONXCHANGE.INFO, SIXREPLY.INFO, SIXSEND.INFO, SIXSMB.COM, SIXSMB.INFO, TUITIO.ORG, VIKINGTELECOMSERVICES.COM. The contents of these domains are not incorporated in this document.

ITEM 3. 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 in the Superior Court of the State of California, 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 entered into a settlement agreement, and the case against the Company was subsequently dismissed with prejudice. 6

On ~~July~~or ~~16,~~about ~~2015~~March 27, ~~the Company's then independent certifying accounting firm~~2018, ~~Sadler~~Global ~~Gibb~~Capital ~~& Associates~~Partners, LLC, ~~notified~~(“Global”) ~~the~~sent ~~Company during~~ a ~~phone~~demand ~~call~~for ~~that~~payment aof ~~consultant,~~amounts ~~Jay~~allegedly ~~Lake,~~owed toby the Company's ~~outside~~to ~~accountant,~~Global ~~One~~pursuant ~~Blue Mountain, was subject~~ to aseveral ~~PCAOB~~promissory ~~order~~notes ~~barring~~and ~~Mr.~~threatening ~~Lake~~legal ~~from being an associated person of a registered public accounting firm~~action. ~~Pursuant~~The toCompany ~~Section~~retained ~~105(c)(7)~~Texas oflitigation ~~the~~counsel ~~Sarbanes-Oxley~~and ~~Act~~responded ~~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~~demand ofletter. ~~the~~On ~~PCAOB~~ or ~~the~~about ~~Securities~~March ~~and~~1, ~~Exchange Commission~~2019, ~~and~~Global ~~for~~filed ana ~~issuer~~breach ~~to permit such person to associate with the issuer if the issuer knew or should have known in the exercise~~ of ~~reasonable~~contract ~~care~~complaint ofagainst the ~~association bar. On July 17, 2015, the~~ Company ~~transitioned to using another outside accountant~~ in ~~lieu~~Travis ~~of One Blue Mountain~~County, ~~and~~Texas ondistrict ~~July~~court ~~22,~~(case ~~2015,~~no. ~~formally terminated One Blue Mountain~~D-1-GN-19-001078). OnThe ~~July~~Parties ~~21,~~are ~~2015,~~currently ~~the~~negotiating ~~Company~~a ~~reported~~settlement ~~the~~agreement ~~matter~~ to ~~the~~avoid ~~Securities~~further ~~and Exchange Commission~~litigation.

On ~~January~~September 277, ~~2016~~2018, ~~one of~~ the Company’s ~~creditors,~~filed ~~JSJ~~a ~~Investments~~claim against Liberated Solutions, Inc. ~~(“JSJ”),~~d/b/a ~~sent~~the aGo ~~demand~~Eco Group and Brian Conway for ~~payment~~breach of ~~amounts~~contract ~~allegedly~~and ~~owed~~other bycauses of action in the ~~Company~~County toCourt ~~JSJ~~No. ~~pursuant~~2 tofor aTravis ~~convertible~~County, ~~note~~Texas ~~dated~~(case ~~January~~no. 19C-1-CV-18-008488), ~~2015~~seeking approximately $55,000 in ~~the~~damages. ~~original~~On ~~principal~~November ~~amount~~2, ~~of $100~~2018,~~000,~~ ~~and~~the ~~threatening~~court ~~potential~~entered ~~legal~~judgment ~~action~~ against the ~~Company.~~defendants Onin orfavor ~~about~~of ~~September~~the 5,Company ~~2017~~for $55,000 ~~JSJ~~in ~~assigned~~damages, ~~its~~plus ~~interest~~$4,244 in attorney’s fees. To date the ~~note~~company tohas ~~Carebourn~~not ~~Partners,~~received ~~LLC,~~any ~~and~~payments toward the ~~Company~~judgement from Go Eco Group or Brian Conway, and ~~JSJ~~has ~~mutually~~written ~~released~~the ~~each~~receivable ~~other~~off ~~from~~as ~~all~~a ~~claims~~loss.

On ~~April~~October 211, ~~2017~~2018, the Company, ~~Dr.~~filed ~~Cellucci and TCA Global Credit Master Fund, LP (“TCA”) executed~~ a ~~settlement~~lawsuit ~~agreement~~against ~~(the~~Mile ~~“Settlement~~High ~~Agreement”).~~Construction ~~Pursuant~~seeking ~~to the Settlement Agreement, the Company agreed to pay~~ $2134,~~500~~900 byin ~~April~~damages ~~30,~~plus ~~2017,~~interest ~~$2,500 by May 31, 2017~~ and ~~$405,357~~attorney’s ~~on or before June 16, 2017~~fees. ~~The~~To ~~Company~~date ~~has fully complied with its obligations under~~ the ~~settlement~~company ~~agreement,~~has ~~paying~~not ~~TCA~~received ~~all~~any ~~amounts~~payments ~~owed~~toward ~~thereunder within~~ the ~~times~~judgement ~~required,~~from ~~and~~Mile ~~the~~High ~~case has now been dismissed~~Construction.

OnDuring orOctober ~~about~~of ~~December 7~~2018, ~~2016,~~Adar ~~Bears Global Construction Holdings~~Bays, LLC (“~~Bears~~Adar”), ~~commenced~~one anof ~~action~~the ~~against~~Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the ~~County~~Company’s ~~Court~~failure atto ~~Law~~(i) ~~No.~~repay 1the ~~for~~notes ~~Travis~~at ~~County~~maturity, ~~Texas~~(ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company ~~denied~~retained ~~liability~~litigation ~~and~~counsel, ~~filed~~which aresponded ~~counterclaim~~to Adar’s counsel, and ~~motion~~on toor ~~dismiss~~about November 9, 2018, Adar’s manager and the ~~parties~~Company’s ~~entered~~CEO ~~into~~agreed to headline settlement terms. The parties reached a settlement agreement on or about ~~February~~December 233, ~~2017~~2018, ~~whereby~~in ~~they~~which ~~each~~Bravatek ~~released~~agreed ~~the~~to ~~other~~reserve ~~party~~10,000 ~~from~~shares ~~all~~of ~~claims.~~common ~~The~~stock ~~case~~for ~~was~~issuance ~~subsequently~~to ~~dismissed.~~Adar upon Adar’s conversion of its convertible notes.

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

On or about February 11, 2019, the Company received notice from the United States Internal Revenue Service (“IRS”) regarding unpaid employment tax liability. The Company paid the requisite amount of $16,363.29 on or about April 9, 2019, and the IRS provided the Company notice on or about April 17, 2019, that the Company had satisfied its obligations and that the IRS statutory tax lien had been released.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

~~PART~~ITEM II5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~ITEM~~Market ~~5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Information

~~Market~~The ~~Information~~Company's shares are approved for trading on the OTC Link alternative trading system operated by OTC Markets Group, Inc. under the symbol “BVTK.” The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years as reported by the OTCMarkets.com and represents inter dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions, and adjusted for the effect of the reverse stock split. The Company effected a reverse stock split effective January 19, 2019 at a ratio of 1 post-split share for 10,000 pre-split shares at a ratio of post-split share for 10,000 pre-split shares..

The Company's shares are approved for trading on the OTCBB under the symbol "BVTK." The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

	(U.S.$)
Fiscal year ended December 31, 2018	HIGH		LOW
Quarter ended December 31, 2018	$	61.000	$	18.000
Quarter ended September 30, 2018	$	71.000	$	16.000
Quarter ended June 30, 2018	$	28.000	$	1.000

Fiscal year ended December 31, 2017	HIGH		LOW
Quarter ended December 31, 2017	$	1.000	$	1.000
Quarter ended September 30, 2017	$	4.000	$	1.000
Quarter ended June 30, 2017	$	600.000	$	3.000

	(U.S. $)
Fiscal year ended March 31, 2017	HIGH		LOW
Quarter ended June 30, 2016	$	0.50	$	0.03
Quarter ended September 30, 2016	$	0.06	$	0.0003
Quarter ended December 31, 2016	$	0.0004	$	0.0001
Quarter ended March 31, 2017	$	0.0001	$	0.0001
Fiscal year ended March 31, 2016	HIGH		LOW
Quarter ended June 30, 2015	$	1,032.50	$	400.00
Quarter ended September 30, 2015	$	412.50	$	20.00
Quarter ended December 31, 2015	$	30.00	$	1.00
Quarter ended March 31, 2016	$	1.75	$	0.245

Holders

~~Holders~~As of June 11, 2019, there were 1,363,315 shares of common stock issued and outstanding and approximately 145 shareholders of record.

~~As of September 27, 2017, there were 7,504,753,161 shares of common stock issued and outstanding and approximately 140 shareholders of record.~~ Dividends

~~Dividends~~The Company has not declared or paid any cash dividends on its common stock during the year ended December 31, 2018, and the year ended December 31, 2017. There are no restrictions on the common stock that limit our ability to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company's assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share prorata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company's assets, after payment of the liabilities, is less than the aggregate of the Company's liabilities and stated capital of all classes.

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 2017, or 2016. There are no restrictions on the common stock that limit our ability to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company's assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company's assets, after payment of the liabilities, is less than the aggregate of the Company's liabilities and stated capital of all classes. 8

Recent Sales of Unregistered Securities.

During the year ended December 31, 2018, we have issued the following securities which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K:

On October 5, 2018, the Company issued 5,000 shares of common stock to More Capital in partial satisfaction of its obligations under, and the holder's election to convert a $15,000 principal portion and $0 accrued interest, of, the Company's convertible promissory note issued to More Capital on November 7, 2017.

On October 16, 2018, the Company issued 10.000 shares of common stock to Carebourn Capital LP (“Carebourn”) in partial satisfaction of its obligations under, and the holder's election to convert $30,000 principal portion and $0 accrued interest, of, the Company's convertible promissory note issued to Carebourn on December 26, 2017.

On October 22, 2018, the Company issued 20,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert $60,000 principal portion and $0 accrued interest, of, the Company's convertible promissory note issued to Carebourn on December 26, 2017.

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

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. INTRODUCTION

~~SPECIAL~~On ~~NOTE~~February OF3, ~~CAUTION~~2018, ~~REGARDING~~we ~~FORWARD-LOOKING~~changed ~~STATEMENTS~~ our fiscal year end from March 31 to December 31. The balance sheets data as of December 31, 2018, and December 31, 2017, are derived from our audited financial statements included elsewhere in this annual report and should be read in conjunction with such financial statements and related notes.

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-K 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. 9

7SPECIAL NOTE OF CAUTION REGARDING FORWARDLOOKING STATEMENTS

~~Overview~~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 ~~Plan~~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 ~~Operation~~ 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-K 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.

~~Bravatek~~Overview ~~Solutions, Inc., a Colorado corporation, was incorporated in the State of Colorado, on April 19, 2007. The Company provides security, defense,~~ and ~~information~~Plan 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, tools and systems, including telecom services. Solutions span a diverse variety of world-wide markets including, but not limited to, email security, user authentication, telecommunications and cyber breach protection.Operation

~~Currently~~Bravatek Solutions, Inc., a Colorado corporation, was incorporated in the State of Colorado, on April 19, 2007. The Company's ~~primary~~provides ~~business~~security, ~~operations~~defense, ~~are~~and ~~focused~~information onsecurity ~~establishing~~solutions, awhich ~~strategic~~assist ~~leadership~~corporate ~~position~~entities, governments and individuals in ~~cybersecurity~~protecting ~~email~~their ~~solutions~~organizations and/or ~~telecom~~critical ~~services~~infrastructures ~~within~~against ~~the~~error, ~~U.S.~~and physical and ~~abroad~~cyberattack. The Company's ~~also~~business ~~has~~operations aare ~~“Market~~oriented ~~Alliance~~around ~~Program”~~the ~~(“MAP”)~~marketing ~~that~~and ~~enables~~distribution ~~Bravatek~~of toproprietary ~~rapidly~~and ~~introduce~~allied ~~additional~~security, ~~allied~~defense and information security software, ~~tools~~hardware and ~~systems~~services, toand ~~the~~telecom ~~worldwide~~services. ~~marketplace~~Products ~~through~~include ~~“win-win”~~software, ~~contracts~~hardware ~~offering~~and ~~Bravatek~~services, inand ~~virtually~~span ~~all~~a ~~cases~~diverse variety of industries including, ~~exclusive~~but ~~distribution~~not ~~rights~~limited into, ~~specified~~email ~~markets~~security, user authentication, telecommunications and cyber breach protection.

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

~~The~~In January of 2018, the Company ~~has~~acquired ~~filed~~HelpComm, ~~patent~~Inc., ~~applications~~a ~~for~~Virginia ~~multiple~~corporation, ~~attributes~~and the Company had provided the telecom services through that subsidiary under the HelpComm brand. These telecom services include cellular tower mapping and ~~processes~~audits, ~~contained~~ground ~~in Ecrypt~~audits, ~~One~~civil equipment installation, cellular site decommissioning, 3G/4G/5G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases; whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018.

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 continues to provide 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, shelter and compound preventative maintenance, site cleanup, and other related services.10

OnThe ~~June 6, 2017, the~~ Company ~~entered~~has ~~into~~filed a ~~Strategic~~patent ~~Alliance~~application ~~Agreement~~for ~~with~~multiple ~~HelpComm,~~attributes ~~Inc.~~and ~~(“HelpComm”),~~processes acontained ~~telecom construction services corporation located~~ in ~~Manassas,~~Ecrypt Virginia, pursuant to which the Company would provide at least $200,000 in business expansion funding to HelpComm within ten (10) business days of execution of the agreement, and 40% of profits from services performed by HelpComm pursuant to receipt of the expansion funding from the Company would be allotted to the CompanyOne. The Company remitted the $200,000 to HelpComm on June 26, 2017, and expects revenue from Helpcomm from orders already received by HelpComm. On September 20, 2017, the Company entered into a Letter of Intent to potentially acquire Helpcomm.

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 providing telecom services;; 3. Continue distribution of allied products and services;; 4. Continue developing strategic marketing alliance program;; and 5. Continue development and testing of additional Ecrypt One features and capabilities.

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

On ~~May~~January 3116, ~~2016~~2019, the ~~registrant~~Company ~~filed~~affected ~~Articles~~a of10,000 ~~Amendment~~for to1 ~~increase~~reverse ~~the~~stock ~~number~~split. ofAll ~~shares of~~ common stock ~~the~~share ~~corporation~~and isper ~~authorized~~share toinformation ~~issue~~has been retroactively adjusted to ~~10,000,000,000~~reflect this reverse stock split.

OnResults ~~June 17, 2016, the Financial Industry Regulatory Authority ("FINRA") announced the registrant's 1:2,500 reverse stock split~~ of the registrant's common stock. The reverse stock split took effect on June 20, 2016. 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. Operations

8The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 2018 and 2017 contained in this annual report on Form 10K.

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

~~The~~Results ~~following discussion and analysis provides information that we believe is relevant to an assessment and understanding~~ of ~~our~~Operation ~~results~~for ofBravatek ~~operation~~Solutions, ~~and~~Inc. ~~financial condition~~ for ~~the fiscal~~ year ended ~~March~~December 31, ~~2017~~2018, as compared to the ~~fiscal~~nine ~~year~~months ended ~~March~~December 31, ~~2016~~2017. ~~The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.~~

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

~~Results~~For ofthe ~~Operation~~year ~~for~~ended ~~Bravatek~~December ~~Solutions~~31, ~~Inc.~~2018, the Company had revenues of $26,849 compared to $50,000 for the ~~Fiscal~~nine ~~Year~~months ~~Ended~~ended ~~March~~December 31, 2017. The 2017 revenues were from related parties and included the sale of licensed software, ~~Compared~~hosting toand support as well as the ~~Fiscal~~installation. ~~Year~~The ~~Ended~~2018 ~~March~~period 31included related party revenue of $24,837 ~~2016~~and revenues of $2,012 from unrelated parties.

~~Revenue~~Cost of Services

For the ~~fiscal~~ year ended ~~March~~December 31, ~~2017~~2018, the Company had ~~revenues~~cost of services of $~~203~~7,~~054~~106 as compared to ~~revenues of~~ $~~391~~4,~~872~~367 for the ~~fiscal~~nine ~~year~~months ended ~~March~~December 31, ~~2016~~2017. ~~For~~Cost ~~the~~of ~~year~~services ~~ended~~are ~~March~~comprised ~~31,~~of ~~2017~~materials, ~~revenues of $23~~labor,~~625~~ ~~were~~sub-contractors ~~recorded in barter transactions in exchange for advertising~~ and ~~promotional~~related expenses. ~~Related party and other revenue for the years ended March 31, 2017, and 2016, were as follows:~~

	Sales Year Ended March 31, 2017		Sales Year Ended March 31, 2016
Revenue, related party	$	145,362	$	186,837
Revenue, other		57,692		205,035
Total revenue	$	203,054	$	391,872

~~The~~Operating related party for the year ended March 31, 2017, was temporarily a related party based on the percentage of shares owned by management of the related party, of the issued and outstanding common stock of the Company at the time of the sales. The party is no longer a related party. For the year ended March 31, 2016, the Company recorded sales to three related party companies in the amounts of $126,148, $59,404 and $1,750, respectively. The sales of $1,750 were to a limited liability company controlled by our chief executive officer (“CEO”). Expenses

~~Operating~~For ~~Expenses~~ the year ended December 31, 2018, the Company had operating expenses of $3,205,694 compared to $592,387 for the nine months ended December 31, 2017. The increase in operating expenses was principally attributable to the issuance of Series E Preferred Stock to the Company’s CEO in 2018 valued at $2,333,140.

~~For~~Other ~~the~~Income year ended March 31, 2017, the Company had operating expenses of $544,586 compared to $1,808,992 for the year ended March 31, 2016. The decrease in operating expenses experienced by the Company was primarily attributable to significant decreases in research and development, professional fees, general and administrative costs and advertising and promotional costs.(Expenses)

Other ~~Income~~expenses ~~(Expenses)~~for the year ended December 31, 2018, was $4,808,194 compared to $9,284,692 for the nine months ended December 31, 2017. The decrease was primarily due to a decrease of derivative expense to $2,168,768 for the year ended December 31, 2018, compared to $7,504,066 for the nine months ended December 31, 2017. Amortization expense of debt discounts increased to $1,967,431 for the year ended December 31, 2018 from $1,264,498 for the nine months ended December 31, 2017, as a result of the amortization of debt discounts recorded on newly issued convertible notes.

~~Other~~Net ~~expenses~~Income ~~for~~/ the year ended March 31, 2017, decreased to $837,433 from $3,734,871 for the year ended March 31, 2016. The decrease was primarily due to a decrease in the fair value of derivatives of $67,603 for the year ended March 31, 2017, compared to an increase in the fair value of derivatives of $942,280 for the year ended March 31, 2016. Amortization of debt discount decreased by $552,922 as several notes reached their maturity during the year ended March 31, 2016, and were fully amortized that year. Other expenses in the year ended March 31, 2016, included the loss on acquisition of assets from a related party and loss on investment in unconsolidated investee.Loss

~~Net~~The ~~Loss~~Company had a net loss of $7,994,145 for the year ended December 31, 2018 compared to a net loss of $9,831,446 for the nine months ended December 31, 2017. The decrease in net loss for the year ended December 31, 2018 compared to the year ended December 31, 2017, was predominantly due to the factors described above.

~~The~~Liquidity Company had a net loss of $1,334,396 for the year ended March 31, 2017, compared to $5,351,059 for the year ended March 31, 2016. The change in net loss was primarily attributable to the decreases in operating expenses and ~~other~~Capital ~~expenses as described above.~~Resources

9Currently, we have limited operating capital. The Company anticipates that it will require approximately $4,000,000 of working capital to complete all of its desired business activity during the next year. The Company has earned limited revenue from its business operations. Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the revenues generated from our business operations have not been sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.

~~Liquidity~~For the year ended December 31, 2018, we primarily funded our business operations with $1,067,000 of proceeds from convertible notes. The proceeds funded our business operations and ~~Capital~~were ~~Resources~~ also used to pay off existing debt of $122,111. We may conduct a private placement offering to seek to raise the necessary working capital to continue to fund our business operations, or continue to rely on the issuance of convertible promissory notes to fund our business operations. We are also in discussions with Private Equity firms to obtain the proper capitalization the company never received at its inception.

~~Currently,~~As weof ~~have~~December ~~limited~~31, ~~operating~~2018, ~~capital.~~we ~~The~~had ~~Company~~cash ~~anticipates~~of ~~that it will require approximately~~ $414,~~000~~094,~~000~~ ofas ~~working~~compared ~~capital~~ to ~~complete~~$189,357 ~~all~~at ofDecember ~~its~~31, ~~desired business activity during the next twelve months~~2017. ~~The~~As ~~Company~~of ~~has~~December ~~earned~~31, ~~limited~~2018, ~~revenue~~we ~~from~~had ~~its business operations. Our~~ current ~~capital~~liabilities ~~and our other existing resources will be sufficient only to provide a limited amount~~ of ~~working capital~~$8, ~~and~~797,321 to(including ~~date~~$5,540,889 ~~the~~of ~~revenues~~noncash ~~generated~~derivative ~~from~~liabilities) ~~our~~compared ~~business operations have not been sufficient~~ to ~~fund~~current ~~our~~assets ~~operations~~of ~~or planned growth. As noted above~~$112,056 wewhich ~~will~~resulted ~~likely~~in ~~require~~working ~~additional~~ capital todeficit ~~continue~~of ~~to operate our business~~$8, ~~and to further expand our business~~685,265. WeThe ~~may~~current beliabilities ~~unable~~are tocomprised ~~obtain~~of ~~the~~accounts ~~additional~~payable, ~~capital~~accrued ~~required.~~expenses, ~~Our~~accrued ~~inability~~interest, toconvertible ~~generate~~debt, ~~capital~~derivative orliabilities, ~~raise~~accounts ~~additional~~payable ~~funds~~related ~~when~~party ~~required will have a negative impact on our operations, business development~~ and ~~financial~~notes ~~results~~payable.

For the fiscal year ended March 31, 2017, we primarily funded our business operations with the proceeds from convertible note financing. Since April 1, 2017, through September 20, 2017, we received proceeds of $1,467,030 from the issuance of $1,664,947 of convertible promissory notes. These activities funded our business operations from March 31, 2017, and were also used to pay off existing debt of approximately $754,000, and to fund $200,000 for our Strategic Alliance Agreement with Helpcomm. We may conduct a private placement offering to seek to raise the necessary working capital to continue to fund our business operations, or continue to rely on the issuance of convertible promissory notes to fund our business operations.12

AsOperating of March 31, 2017, we had cash of $125, as compared to $15,244 at March 31, 2016. As of March 31, 2017, we had current liabilities of $5,174,058 (including $1,654,015 of non-cash derivative liabilities) which resulted in working capital deficit of $5,173,933. The current liabilities are comprised of accounts payable, accrued expenses, convertible debt, note payable-related party, notes payable, accounts payable and accrued expenses and derivative liabilities.Activities

~~Operating~~For ~~Activities~~ the year ended December 31, 2018, net cash used in operating activities was $605,876 compared to $720,614 for the nine months ended December 31, 2017. For the year ended December 31, 2018, our net cash used in operating activities was primarily attributable to the net loss adjusted by loss on the fair value of derivatives, amortization of debt discounts, loss on failed acquisition of HelpComm and stock compensation. Net changes of $228,194 in operating assets and liabilities increased the cash used in operating activities. For the nine months ended December 31, 2017, our net cash used in operating activities was primarily attributable to the net loss adjusted by amortization of debt discounts loss on investment in joint venture with DarkPulse and derivative liability expenses. Net changes of $694 in operating assets and liabilities positively impacted the cash flows from operating activities.

~~For~~Investing the year ended March 31, 2017, net cash used in operating activities was $80,065 compared to $1,469,120 for the year ended March 31, 2016. For the year ended March 31, 2017, adjustments to the net loss included $633,732 for the amortization of debt discount, $76,380 of common stock and options expensed for services, and net changes of $520,157 in operating assets and liabilities positively impacted the cash used in operating activities. For the year ended March 31, 2016, our net cash used in operating activities was primarily attributable to the net loss adjusted by amortization of debt discounts, derivative liability expenses, loss on assets acquired from related party, non-cash interest and fees related to convertible promissory notes and depreciation. Net increases of $259,173 in operating assets and liabilities also reduced the cash used in operating activities.Activities

~~Investing~~For ~~Activities~~ the year ended December 31, 2018, the Company invested $394,446 in the acquisition of HelpComm, $89,450 and $30,380 in a joint venture with DarkPulse and Mile High Construction (MHC), respectively. For the nine months ended December 31, 2017, the Company invested $307,520 in strategic alliances with HelpComm and MHC, $25,000 in a joint venture with The Eco Group, and $25,000 in the acquisition of HelpComm.

~~During~~Financing the fiscal year ended March 31, 2017, there was no investing activity, compared to net cash used in investing activities of $200,280 for the year ended March 31, 2016. The 2016 net cash used by investing activities was primarily attributable to the fact that the Company purchased assets per the Asset Purchase Agreement with DCI dated June 2, 2015.Activities

~~Financing~~For ~~Activities~~ the year ended December 31, 2018, the net cash provided by financing activities was $944,889 compared to $1,266,916 for the nine months ended December 31, 2017. During the year ended December 31, 2018, we received proceeds of $1,067,000 from the issuance of convertible notes. The proceeds were used in operations and to pay $122,111 of convertible notes. During the nine months ended December 31, 2017, we received proceeds of $2,020,030 from the issuance of convertible notes, and $17,801 for notes, related party. The proceeds were used in operations and to pay $328,662 of convertible notes, $328,162 of notes payable, $154,651 of notes payable related party, and $820 for a bank overdraft.

~~During~~Critical ~~the~~Accounting year ended March 31, 2017, the net cash provided by financing activities was $64,946 compared to $1,481,573 for the year ended March 31, 2016. The results for the year ended March 31, 2017, was the result of proceeds received of $48,000 from the issuance of $61,239 of convertible promissory notes, receipt of $31,850 of proceeds from a related party loan and the repayments of $12,224 against convertible promissory notes and $3,500 of repayments of note payable. The activity for the year ended March 31, 2016, was the result of proceeds from notes payable of $310,600, convertible promissory notes of $1,161,424, and proceeds received from a related party of $156,512 and repayments of $51,512 related party loan obligations and $95,451 note repayments.Policies

~~Off~~Our ~~Balance~~financial ~~Sheet~~statements ~~Arrangements~~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.

~~The~~Our ~~Company~~significant ~~does~~accounting ~~not~~policies ~~have~~are ~~any~~summarized ~~off-balance~~in ~~sheet~~Note ~~arrangements~~2 ~~that~~of our financial statements are ~~reasonably~~included ~~likely~~in this Annual Report on Form 10-K. 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 ~~future~~estimate methodologies would cause an effect on our results of operations, financial ~~condition~~position or ~~results~~liquidity offor ~~operations~~the periods presented in this report.

~~Significant Accounting Policies~~ 13

~~Basis~~Use of ~~Presentation~~ Estimates

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

10Long-Lived Assets

~~Use~~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 ~~Estimates~~ 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.

~~The~~Derivative ~~preparation~~Financial 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. Instruments

~~Such~~The ~~estimates~~Company ~~and~~evaluates ~~assumptions~~all ~~impact~~of ~~both~~its ~~assets~~agreements ~~and~~to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, ~~including~~the ~~but~~derivative ~~not~~instrument ~~limited~~is ~~to:~~initially ~~net~~recorded ~~realizable~~at its fair value ofand ~~accounts~~is ~~receivable~~then re-valued at each reporting date, ~~estimated~~with ~~useful~~changes ~~lives~~in ~~and~~the ~~potential~~fair ~~impairment~~value reported in the statements of ~~property~~operations. ~~and~~For ~~equipment~~stock-based derivative financial instruments, the ~~valuation~~Company ofuses ~~intangible~~a ~~assets,~~weighted-average ~~estimate~~Black-Scholes-Merton ofoption ~~fair~~pricing model to value ofthe ~~share~~derivative ~~based~~instruments ~~payments~~at inception and ~~derivative~~on ~~liabilities,~~subsequent ~~estimates~~valuation ofdates. ~~fair~~The ~~value~~classification of ~~warrants~~derivative ~~issued~~instruments, ~~and~~including whether such instruments should be recorded as ~~debt~~liabilities ~~discount~~or as equity, ~~estimates~~is evaluated at the end of ~~tax~~each reporting period. Derivative instrument liabilities ~~and~~are ~~estimates~~classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the ~~probability~~derivative ~~and~~instrument ~~potential~~could ~~magnitude~~be required within 12 months of ~~contingent~~the ~~liabilities~~balance sheet date.

~~Making~~Revenue 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. Recognition

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

~~Cash~~Revenue ~~and~~from ~~cash~~licensing ~~equivalents~~software ~~are~~is ~~carried~~recognized atunder ~~cost~~Topic ~~and~~606 ~~represent~~in ~~cash~~a onmanner ~~hand,~~that ~~demand~~reasonably ~~deposits~~reflects ~~placed~~the ~~with~~delivery ~~banks~~of orits ~~other~~services ~~financial institutions~~ and ~~all~~products ~~highly~~to ~~liquid~~customers ~~investments~~in ~~with~~return anfor ~~original~~expected ~~maturity~~consideration ofand ~~three~~includes ~~months~~the orfollowing ~~less. The Company had no cash equivalents.~~elements:

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

~~The~~After ~~Company~~applying ~~records~~these ~~its~~five ~~client~~elements ~~receivables and unbilled services at their face amounts less allowances. On a periodic basis,~~ the Company’s ~~evaluates~~recognizes ~~its~~licensed ~~receivables~~software ~~and~~revenue ~~unbilled~~at ~~services~~the ~~and~~time ~~establishes~~the ~~allowances~~software ~~based~~is ondelivered ~~historical~~or ~~experience and other currently~~ available ~~information.~~to Asthe ~~of March 31~~customer, ~~2017,~~at ~~and~~which ~~2016,~~time ~~management~~the ~~determined~~Company ~~there~~has ~~was~~ no ~~need~~further toobligations ~~establish~~related anto ~~allowance~~the ~~for~~sales ~~doubtful~~contract ~~accounts~~with ~~because~~its ~~there had been little history of nonpayment or indicators of credit risk, such as bankruptcy~~customers.

~~Property and Equipment~~14

~~Property~~Off ~~and~~Balance ~~equipment~~Sheet ~~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.~~ Arrangements

~~Depreciation~~We ofhave ~~property~~no ~~and equipment is provided utilizing the straight~~off-~~line~~balance ~~method~~sheet ~~over the estimated useful lives, ranging from 5-7 years of the respective assets~~arrangements. 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~~Contractual ~~Development Costs~~Obligations

~~Costs~~Our ~~for~~significant ~~software~~contractual ~~developed~~obligations ~~for~~as ~~internal use are accounted for through the capitalization~~ of ~~those~~December ~~costs~~31, ~~incurred~~2018, inwere ~~connection~~as 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.follows:

	Payments due by Period
	Less than One Year		One to Three Years		Three to Five Years		More Than Five Years		Total
Notes payable	$	830,788	$	-	$	-	$	-	$	830,788
Convertible notes payable		1,415,845		-		-		-		1,415,845
Total	$	2,246,633	$	-	$	-	$	-	$	2,246,633

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.

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 $29,998 and $492,986 for the years ended March 31, 2017, and 2016, respectively. 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 years ended March 31, 2017 and 2016.

Advertising and Promotions

The Company expenses advertising costs as incurred. Advertising expenses for the year ended March 31, 2017, and 2016, were $26,074 and $105,778, respectively.

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 following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2017 and 2016, for each fair value hierarchy level:

March 31, 2017	Derivative Liability		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	1,654,015	$	1,654,015
March 31, 2016
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	1,955,721	$	1,955,721

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.

Debt Discount

The Company determined that the conversion feature of issued convertible notes represent an embedded derivative since the notes are convertible into a variable number of shares upon conversion. Accordingly, the notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The fair value of these derivative instruments are recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes.

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. The Company recognizes revenue from services at the time the services are completed. The Company’s sale of licensed software has significant standalone functionality with a perpetual right to use the Company’s intellectual property. Accordingly, the Company recognizes licensed software revenue at the time the software is delivered or available to the customer, at which time the company had no further obligations related to the sale of the software. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction.

Stock-Based Compensation – Employees

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.

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.

On June 2, 2015, the Company completed an acquisition of some of the assets and assumed certain liabilities of Viking Telecom Services, LLC (“Viking Telecom”) from Dependable Critical Infrastructure, Inc. (“DCI,” f/k/a DTREDS Consolidated, Inc.). To acquire the assets, the Company issued 2,265 shares of common stock, 224 shares of common stock to be issued (valued in the aggregate at $740,000), paid $200,000 cash and forgave $59,204 of a note receivable from DCI. The Company now provides telecom services under a new Viking Telecom brand. Services provided by Viking Telecom include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. At the time of the acquisition, our CEO owned approximately 30% of DCI. The Company recorded a loss on the acquisition of $1,044,817 for the year ended March 31, 2016.

Net Earnings (Loss) per Share

Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. As of March 31, 2017, there were warrants and options to purchase 3,365 shares of common stock and the Company’s outstanding convertible debt is convertible into approximately 22,762,118,935 shares of common stock. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company required by Article 8 of Regulation SS-X are attached to this report.

1415

BRAVATEK SOLUTIONS, INC.

~~AUDITED~~Financial ~~FINANCIAL STATEMENTS~~Statements

~~FOR THE FISCAL YEARS ENDED MARCH 31, 2017 AND 2016~~Contents

		Page
Report of Independent Registered Public Accounting Firm		F-1
Financial Statements:
Balance Sheets		F-2
Report of Independent Registered Public Accounting Firm		F-2
Statements of Operations		F-3
Balance Sheets as of December 31, 2018 and 2017		F-3
Statement of Stockholders' Deficit		F-4
Statements of Operations for the Year Ended December 31, 2018 and Nine Months Ended December 31, 2017		F-4
Statements of Cash Flows		F-5
Statement of Stockholders' Equity for the Year Ended December 31, 2018 and Nine Months Ended December 31, 2017		F-5
Notes to Financial Statements		F-6
Statements of Cash Flows for the Year Ended December 31, 2018 and Nine Months Ended December 31, 2017		F-6
Notes to Financial Statements		F-7

~~15 Table of Contents~~F-1

Certified Public Accountants (a professional corporation)

1221 West Mineral Ave, Ste. 202 Littleton, Colorado 80120-4544 (303) 734-4800 Fax (303) 795-3356

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Bravatek Solutions, Inc.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial balance sheets of Bravatek Solutions, Inc. as of March 31, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. Bravatek Solutions, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.Statements

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~balance ~~with~~sheets ~~the standards~~ of ~~the~~Bravatek ~~Public~~Solutions, ~~Company~~Inc. ~~Accounting Oversight Board~~ (~~United~~the ~~States~~Company). ~~Those~~as ~~standards~~of ~~require~~December ~~that~~31, we2018 ~~plan~~ and ~~perform~~2017, ~~the~~and ~~audit to obtain reasonable assurance about whether~~ the ~~financial~~related statements ~~are free~~ of ~~material~~operations, ~~misstatement.~~, ~~The~~stockholders’ ~~company~~deficit, isand ~~not~~cash ~~required~~flows tofor ~~have,~~the ~~nor~~year ~~were~~ended weDecember ~~engaged to perform~~31, an2018 ~~audit~~and ofnine ~~its~~months ~~internal~~ended ~~control~~December ~~over~~31, ~~financial~~2017 ~~reporting.~~and ~~Our~~the ~~audit~~related ~~included~~notes ~~consideration~~(collectively ofreferred ~~internal~~to ~~control~~as ~~over~~the financial ~~reporting~~statements). asIn aour ~~basis~~opinion, ~~for~~the ~~designing~~financial ~~audit~~statements ~~procedures~~present ~~that~~fairly, ~~are appropriate~~ in ~~the~~all ~~circumstances~~material respects, ~~but not for~~ the ~~purpose~~financial ofposition ~~expressing an opinion on the effectiveness~~ of the ~~company’s~~Company ~~internal~~as ~~control~~of ~~over~~December ~~financial reporting. Accordingly~~31, we2018 ~~express~~and no2017, ~~such~~and ~~opinion.~~the Anresults ~~audit~~of ~~also~~its ~~includes~~operations ~~examining,~~and onits acash ~~test~~flows ~~basis,~~for ~~evidence~~each ~~supporting~~of the ~~amounts~~periods ~~and~~ended ~~disclosures~~December in31, ~~the financial statements~~2018, ~~assessing~~in ~~the~~conformity with accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InConsideration ~~our~~of ~~opinion,~~ the ~~financial~~Company’s ~~statements~~Ability ~~referred~~ to ~~above~~Continue ~~present fairly, in all material respects, the financial position of Bravatek Solutions, Inc.~~ as ofa ~~March~~Going ~~31, 2017 and 2016, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.~~Concern

The accompanying financial statements have been prepared assuming that ~~the~~ Company will continue as a going concern. As discussed in Note 21 to the financial statements, ~~under~~the ~~Uncertainty~~Company ashas a ~~Going~~deficit ~~Concern~~in stockholders’ equity, ~~the~~a ~~Company~~working capital deficit and has ~~suffered~~sustained recurring losses from operations ~~since inception~~. These ~~and~~issues ~~other factors~~ raise substantial doubt about the Company’s ability to continue as a going concern. Management’s ~~plan~~plans ~~regarding~~with regard to these matters isare also described in Note ~~2 to the financial statements~~1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

D.Basis ~~Brooks~~for ~~and Associates CPA’s, P.A.~~Opinion

~~West~~These ~~Palm~~financial ~~Beach,~~statements ~~Florida~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~September~~We 25conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2017~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~F-1~~Our ~~Table~~audits included performing procedures to assess the risks of ~~Contents~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

BRAVATEK SOLUTIONS, INC.
BALANCE SHEETS
	March 31,			March 31,
	2017			2016
ASSETS
CURRENT ASSETS
Cash	$	125		$	15,244
Accounts receivable		-			46,898
Prepaid expenses		-			1,150
Other assets		-			9,952
TOTAL CURRENT ASSETS		125			73,244
Property and equipment, net		28,661			37,631
Intangible assets, net		16,813			36,934
TOTAL ASSETS	$	45,599		$	147,809
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible notes payable, net of discounts	$	1,271,727		$	854,396
Notes payable, net of discounts		1,170,450			1,093,598
Notes payable, related party		136,850			105,000
Bank overdraft		820			-
Accounts payable and accrued liabilities		205,312			136,831
Accounts payable - related party		286,442			106,500
Accrued interest		425,290			246,745
Accrued interest related party		23,153			11,550
Derivative liabilities		1,654,015			1,955,721
TOTAL CURRENT LIABILITIES		5,174,058			4,510,341
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' DEFICIT
Series A convertible preferred stock (5,000,000 shares authorized; par
value $0.0001, -0- shares issued and outstanding at
March 31, 2017, and 2016)		-			-
Series B preferred stock (350,000 shares authorized; par
value $0.0001, 264,503 shares issued and outstanding at
March 31, 2017, and 2016)		26			26
Series C preferred stock (1,000,000 shares authorized; par
value $0.0001, 319,768 shares issued and outstanding at
March 31, 2017 and 2016)		32			32
Common stock (10,000,000,000 shares authorized; no par value;
2,053,703,772 and 998,236 shares issued and outstanding at
March 31, 2017, and 2016, respectively)		3,734,786			3,461,300
Common stock to be issued (1,221 shares issuable
at March 31, 2017, and 2016)		66,917			66,917
Deferred stock compensation		-			(5,380	)
Additional paid in capital		10,170,515			9,880,912
Accumulated deficit		(19,100,734	)		(17,766,338	)
TOTAL STOCKHOLDERS' DEFICIT		(5,128,459	)		(4,362,532	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	45,599		$	147,809

Haynie & Company

~~The~~Denver, ~~accompanying notes are an integral part of these financial statements.~~Colorado

June 11, 2019

We have served as the Company’s auditor since 2019

F-2

Table of Contents

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
BALANCE SHEETS
	For the Year Ended March 31,
	December 31,			December 31,
	2017			2016
	2018			2017
REVENUES
				(restated)
Sales, related parties	$	145,362		$	186,837
ASSETS
Sales, other		57,692			205,035
CURRENT ASSETS
Total revenue		203,054			391,872
Cash	$	14,094		$	189,357
Cost of services		155,431			199,068
Accounts receivable, related parties		27,836			10,000
GROSS PROFIT		47,623			192,804
Prepaid expenses and other current assets		70,126			23,061
OPERATING EXPENSES
TOTAL CURRENT ASSETS		112,056			222,418
Management fees and expenses, related parties		212,000			118,678
Property and equipment, net		12,591			21,634
Advertisement and promotion		26,074			105,778
Intangible assets, net		-			47,902
General and administrative		46,351			519,524
TOTAL ASSETS	$	124,647		$	291,954
Research and development		29,998			492,986
LIABILITIES AND STOCKHOLDERS' DEFICIT
Professional fees		201,073			539,861
CURRENT LIABILITIES
Amortization and depreciation		29,090			32,165
Convertible notes payable, net of discounts	$	1,415,845		$	797,797
TOTAL OPERATING EXPENSES		544,586			1,808,992
Notes payable		830,788			830,788
OPERATING LOSS		(496,963	)		(1,616,188	)
Accounts payable and accrued liabilities		225,721			64,023
OTHER INCOME (EXPENSES)
Accounts payable, related party		367,432			318,179
Interest expense		(274,101	)		(403,666	)
Accrued interest		416,646			295,148
Interest expense related party		(11,603	)		(11,550	)
Derivative liabilities		5,540,889			3,842,211
Loss on acquisition of assets from related party		-			(1,044,817	)
TOTAL CURRENT LIABILITIES		8,797,321			6,148,146
Loss on investment in unconsolidated investee		-			(150,000	)
COMMITMENTS AND CONTINGENCIES
Other income		14,400			-
STOCKHOLDERS' DEFICIT
Gain (loss) on fair value of derivatives		67,603			(942,280	)
Series A convertible preferred stock (5,000,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at December 31, 2018, and December 31, 2017)		-			-
Gain on extinguishment of debt		-			4,096
Series B preferred stock (350,000 shares authorized; par value $0.0001, 264,503 shares issued and outstanding at December 31, 2018, and December 31, 2017)		26			26
Amortization of debt discounts		(633,732	)		(1,186,654	)
Series C preferred stock (1,000,000 shares authorized; par value $0.0001, 319,768 shares issued and outstanding at December 31, 2018, and December 31, 2017)		32			32
TOTAL OTHER EXPENSES, NET		(837,433	)		(3,734,871	)
Series D preferred stock (60,000 shares authorized; par value $0.0001, -0- shares issued and outstanding at December 31, 2018, and December 31, 2017)		-			-
NET LOSS	$	(1,334,396	)	$	(5,351,059	)
Series E preferred stock (1 share authorized; par value $0.0001, 1 and 0 shares issued and outstanding at December 31, 2018, and December 31, 2017, respectively)		-			-
WEIGHTED AVERAGE SHARES OUTSTANDING
Common stock (600,000,000 shares authorized; no par value; 986,667 and 804,068 shares issued and outstanding at December 31, 2018, and December 31, 2017, respectively)		6,668,410			5,385,977
Basic and diluted		162,920,226			158,967
Common stock to be issued (1,221 shares issuable at December 31, 2018, and December 31, 2017)		66,917			66,917
LOSS PER SHARE
Additional paid in capital		22,186,887			18,291,657
Basic and diluted	$	(0.01	)	$	(33.66	)
Accumulated deficit		(37,594,946	)		(29,600,801	)
TOTAL STOCKHOLDERS' DEFICIT		(8,672,674	)		(5,856,192	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	124,647		$	291,954

The accompanying ~~notes~~footnotes are an integral part of these financial statements.

F-3

Table of Contents

BRAVATEK SOLUTIONS, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED MARCH 31, 2017 and 2016

BRAVATEK SOLUTIONS, INC. STATEMENTS OF OPERATIONS

	For the Year			For the Nine
	Ended			Months Ended
	December 31,			December 31,
	2018			2017
				(restated)
REVENUES
Sales, other	$	2,012		$	-
Sales, related party		24,837			50,000
Total sales		26,849			50,000
Cost of services		7,106			4,367
GROSS PROFIT		19,743			45,633

OPERATING EXPENSES
Selling expenses		56,221			9,150
General and administrative		3,109,138			577,749
Research and development		40,335			5,488
TOTAL OPERATING EXPENSES		3,205,694			592,387

OPERATING LOSS		(3,185,951	)		(546,754	)

OTHER INCOME (EXPENSES)
Interest expense		(189,338	)		(363,000	)
Interest expense related party		-			(7,965	)
Gain on the settlement of interest		-			40,110
Loss on investment in joint venture		(89,450	)		(25,000	)
Other income		60,004			1,000
Loss on rescinded acquisition		(370,946	)		(225,000	)
Loss on write down of asset		(59,244	)		-
Loss on fair value of derivatives		(2,168,768	)		(7,504,066	)
Gain (loss) on extinguishment of debt		(23,021	)		63,727
Amortization of debt discount		(1,967,431	)		(1,264,498	)
TOTAL OTHER (EXPENSE), NET		(4,808,194	)		(9,284,692	)

NET LOSS	$	(7,994,145	)	$	(9,831,446	)

LOSS PER SHARE BASIC
Basic and diluted	$	(8.74	)	$	(14.68	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted		914,585			669,597

	Preferred Stock													Common Stock to				Additional		Deferred				Total
	Series A			Series B			Series C			Common Stock				be issued				Paid in		Stock		Retainted		Stockholders'
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Shares		Amount		Capital		Compenstion		Deficit		Deficit
Balance April 1, 2015	5,000,000	$	500	-	$	-	-	$	-	6,429	$	2,072,814		59	$	55,480	$	8,150,332	$	-	$	(12,415,279)	$	(2,136,153)
Issuance of common stock for shares to be issued	-		-	-		-	-		-	59		55,480		(59)		(55,480)		-		-		-		-
Rounding up for reverse split	-		-	-		-	-		-	347		-		-		-		-		-		-		-
Issuances of Series B preferred stock, common stock issued and common stock to be issued for assets acquired from related party	-		-	264,503		26	-		-	1,208		673,319		224		66,655		-		-		-		740,000
Common stock issued for conversion of convertible debt and accrued interest	-		-	-		-	-		-	989,190		575,719		-		-		-		-		-		575,719
Common stock issued for interest pursuant to Credit Agreement	-		-	-		-	-		-	1,412		75,000		-		-		-		-		-		75,000
Cancellation of common stock for Series C preferred stock from related party	-		-	-		-	319,768		32	(1,279)		(32)		-		-		208,951		-		-		208,951
Agreement for cancellation of Series A preferred stock and common stock to be issued	(2,622,500)		(262)	-		-	-		-	-		-		997		262		-		-		-		-
Cancellation of Series A preferred stock and issuance of common stock	(2,377,500)		(238)	-		-	-		-	856		-		-		-		238				-		-
Debt forgiveness from stockholder	-		-	-		-	-		-	-								426,460						426,460
Common stock issued for legal services	-		-	-		-	-		-	14		9,000		-		-		-				-		9,000
Compensation-warrants/options	-		-	-		-	-		-	-		-		-		-		21,524		(5,380)		-		16,144
Reclassification of derivative liabilities upon conversion of convertible debt	-		-	-		-	-		-	-		-		-		-		1,073,407		-		-		1,073,407
Net loss for the year ended March 31, 2016	-		-	-		-	-		-	-		-		-		-		-		-		(5,351,060)		(5,351,060)
Balance March 31, 2016	-		-	264,503		26	319,768		32	998,236		3,461,300		1,221		66,917		9,880,912		(5,380)		(17,766,338)		(4,362,532)
Common stock issued for conversion of convertible debt and accrued interest	-		-	-		-	-		-	2,042,701,037		202,486		-		-		-		-		-		202,486
Stock -based compensation	-		-	-		-	-		-	-		-		-		-		-		5,380		-		5,380
Reclassification of derivative liabilities upon conversion of convertible debt	-		-	-		-	-		-	-		-		-		-		289,603		-		-		289,603
Shares issued for rounding in reverse split	-		-	-		-	-		-	4,499		-		-		-		-		-		-		-
Common stock issued for cinulting services	-		-	-		-	-		-	10,000,000		71,000		-		-		-		-		-		71,000
Net loss for the year ended March 31, 2017	-		-	-		-	-		-	-		-		-		-		-		-		(1,334,396)		(1,334,396)
Balance March 31, 2017	-	$	-	264,503	$	26	319,768	$	32	2,053,703,772	$	3,734,786	$	1,221	$	66,917	$	10,170,515	$	-	$	(19,100,734)	$	(5,128,459)

The accompanying footnotes are an integral part of these financial statements.

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

F-4

Table of Contents

BRAVATEK SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,334,396	)	$	(5,351,059	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		29,090			32,165
Non-cash interest and fees		37,500			126,075
Loss on acquisition of assets from related party		-			1,044,817
Bad debt expense		2,270			82,522
Common stock and options issued for compensation		5,380			16,144
Common stock issued for services		71,000			9,000
Fair value of Series C preferred stock		-			208,951
Non-cash advertising expenses (barter)		23,625			-
Gain on extinguishment of debt		-			(4,096	)
Issuance of convertible notes for services		-			47,000
Amortization of debt discounts		633,732			1,186,654
(Gain) loss on fair value of derivatives		(67,603	)		942,280
Changes in operating assets and liabilities:
Accounts receivable		21,003			(231,985	)
Prepaid expenses and other recevables		11,102			38,955
Accounts payable and accrued liabilities		295,688			238,498
Accounts payable and accrued liabilities, related party		191,545			144,959
NET CASH USED IN OPERATING ACTIVITIES		(80,065	)		(1,469,120	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and computer equipment		-			(280	)
Cash paid for acquisition of assets related party		-			(200,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			(200,280	)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		820			-
Proceeds from note payable		-			310,600
Payments of principal on notes payable		(3,500	)		(95,451	)
Payments of principal on convertible notes payable		(12,224	)		-
Payments to loan-related party		-			(51,512	)
Proceeds from issuance of convertible debt		48,000			1,161,424
Proceeds from loan-related party		31,850			156,512
NET CASH PROVIDED BY FINANCING ACTIVITIES		64,946			1,481,573
NET DECREASE IN CASH AND CASH EQUIVALENTS		(15,119	)		(187,827	)
CASH AND CASH EQUIVALENTS
Beginning of year		15,244			203,072
End of year	$	125		$	15,244
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	15,771		$	23,918.00
Cash paid for income taxes	$	-		$	-
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued in settlement of debt and interest on convertible debt	$	202,486		$	575,719
Original issue discounts	$	5,739		$	158,019
Original debt discount against derivative liabilities	$	55,500		$	1,262,085
Common stock issued to satisfy common stock to be issued	$	-		$	55,480
Initial value of derivative liabilities	$	95,553		$	2,234,601
Asset and intangibles purchased from related party with common stock	$	-		$	740,000
Reclassification of derivatives upon conversion of convertible debt	$	289,603		$	1,073,407
Increase in convertible notes payable for additional interest	$	30,000		$	-

BRAVATEK SOLUTIONS, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Year Ended December 31, 2018 and the Nine Months Ended December 31, 2017

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

	Series B				Preferred Stock Series C				Series E				Common Stock				Common Stock to be issued				Additional Paid		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital		Deficit			Deficit
Balance, April 1, 2017		264,503	$	26		319,768	$	32		-	$	-		205,371	$	3,734,786		1,221	$	66,917	$	10,170,515	$	(19,769,355	)	$	(5,797,079	)
Common stock issued for conversion of convertible debt and accrued interest		-		-		-		-		-		-		598,697		1,651,191		-		-		-		-			1,651,191
Reclassification of derivative liabilities upon conversion of convertible debt		-		-		-		-		-		-		-		-		-		-		8,121,142		-			8,121,142
Net loss for the nine months ended December 31, 2017		-		-		-		-		-		-		-		-		-		-		-		(9,831,446	)		(9,831,446	)

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

Common stock issued for conversion of convertible debt and accrued interest		-		-		-		-		-		-		180,099		1,282,433		-		-		-		-			1,282,433
Series E Preferred stock issued		-		-		-		-		1		-		-		-		-		-		2,333,140		-			2,333,140
Reclassification of derivative liabilities upon conversion of convertible debt		-		-		-		-		-		-		-		-		-		-		1,537,090		-			1,537,090
Shares issued for donation		-		-		-		-		-		-		2,500		-		-		-		25,000		-			25,000
Net loss for the year ended December 31, 2018		-		-		-		-		-		-		-		-		-		-		-		(7,994,145	)		(7,994,145	)

Balance, December 31, 2018		264,503	$	26		319,768	$	32		1	$	-		986,667	$	6,668,410		1,221	$	66,917	$	22,186,887	$	(37,594,946	)	$	(8,672,674	)

The accompanying footnotes are an integral part of these financial statements.

F-5

Table of Contents

BRAVATEK SOLUTIONS, INC.

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS

	For the Year			For the Nine
	Ended			Months Ended
	December 31,			December 31,
	2018			2017
				(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,994,145	)	$	(9,831,446	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		87,325			83,457
Non-cash interest and fees		-			82,405
Bad debt expense		35,750			30,000
Loss on rescinded acquisition		370,946			225,000
(Gain) loss on extinguishment of debt		23,021			(63,727	)
Preferred stock issued as compensation		2,333,140			-
Amortization of debt discounts		1,967,431			1,264,498
Loss on fair value of derivatives		2,168,768			7,504,066
Loss on investment in joint venture		89,450			25,000
Gain on settlement of interest		-			(40,110	)
Stock issued for donation		25,000			-
Write down of assets		59,244			-
Changes in operating assets and liabilities:
Accounts receivable related parties		(53,586	)		(40,000	)
Prepaid expenses and other current assets		(106,309	)		(23,061	)
Accounts payable and accrued liabilities		338,836			(81,680	)
Accounts payable and accrued liabilities, related party		49,253			145,434
NET CASH USED IN OPERATING ACTIVITIES		(605,876	)		(720,164	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in HelpComm acquisition		(394,446	)		(25,000	)
Investment in joint venture		(89,450	)		(25,000	)
Purchase of exclusivity		(30,380	)		(307,520	)
NET CASH USED IN INVESTING ACTIVITIES		(514,276	)		(357,520	)

CASH FLOWS FROM BY FINANCING ACTIVITIES
Payments of principal on notes and leases payable		-			(328,662	)
Payments of principal on convertible notes payable		(122,111	)		(268,782	)
Proceeds from issuance of convertible debt , net		1,067,000			2,002,030
Proceeds from loan-related party		-			17,801
Bank overdraft		-			(820	)
Repayment of loan-related party		-			(154,651	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		944,889			1,266,916

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(175,263	)		189,232

CASH AND CASH EQUIVALENTS
Beginning of period		189,357			125

End of period	$	14,094		$	189,357

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	67,840		$	3,983
Cash paid for income taxes	$	-		$	-

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued in settlement of debt and interest on convertible debt	$	1,282,433		$	1,651,191
Original issue discounts	$	175,494		$	187,617
Original debt discount against derivative liabilities	$	1,180,500		$	2,273,750
Initial value of derivative liabilities	$	2,214,283		$	7,307,823
Reclassification of derivatives upon conversion of convertible debt	$	1,537,090		$	8,121,142

~~NOTES~~The TOaccompanying ~~FINANCIAL~~footnotes ~~STATEMENTS~~are an integral part of these financial statements.

~~MARCH~~F-6 ~~31,~~Table ~~2017~~of Contents

~~NOTE~~BRAVATEK 1SOLUTIONS, -INC. ~~Nature~~NOTES ofTO ~~Operations~~ FINANCIAL STATEMENTS For the Years Ended December 31, 2018 and the Nine Months Ended December 31, 2017

~~Bravatek~~Note ~~Solutions,~~1 ~~Inc.,~~- aOrganization Colorado corporation (the “Company"), was incorporated on April 19, 2007. Effective September 29, 2015, the Company changed its name to "Bravatek Solutions, Inc." in order to better reflect the Company's expanding operations and ~~strategy.~~Basis ~~The Company's business operations are oriented around the marketing and distribution~~ of proprietary and allied security, defense and information security software, hardware and services, and telecom services. Products include software, hardware and services, and span a diverse variety of industries including, but not limited to, email security, user authentication, telecommunications and cyber breach protection.Presentation

OnOrganization ~~May~~and ~~31,~~Line ~~2016, the Company filed Articles~~ of ~~Amendment to increase the number of shares of common stock the corporation is authorized to issue to 10,000,000,000.~~ Business

OnBravatek ~~June 17~~Solutions, ~~2016~~Inc., a Colorado corporation (the “Company”), ~~affected~~was aincorporated ~~1:2~~on April 19,~~500~~ ~~reverse~~2007, ~~stock~~as ~~split~~eCrypt onTechnologies, ~~its’~~Inc. ~~shares~~Effective ~~common~~October ~~stock.~~23, ~~The~~2015, ~~reverse~~the ~~stock~~Company ~~split~~changed ~~took~~its ~~effect~~name onto ~~June~~“Bravatek 20Solutions, ~~2016~~Inc.” ~~Share~~in ~~information~~order ~~included~~to inbetter reflect the ~~financial~~Company's ~~statements~~expanding operations and ~~notes~~strategy. ~~thereto~~The ~~have~~Company's ~~been~~business ~~retroactively~~operations ~~adjusted~~are ~~for~~oriented around the ~~stock~~marketing ~~split~~and asdistribution ifof ~~such~~proprietary ~~stock~~and ~~split~~allied ~~occurred~~security, ondefense ~~the~~and ~~first~~information ~~day~~security ofsoftware, ~~the~~hardware ~~first~~and ~~period~~services ~~presented~~(including telecom services). ~~Certain~~Products ~~amounts~~include insoftware, ~~the~~hardware ~~notes~~and toservices, ~~the~~and ~~financial~~span ~~statements~~a ~~may~~diverse bevariety ~~slightly~~of ~~different~~industries ~~than~~including, ~~previously~~but ~~reported~~not ~~due~~limited to, ~~rounding~~email ofsecurity, ~~fractional~~user ~~shares~~authentication, astelecommunications and cyber breach protection. Bravatek is a ~~result~~security platform company offering services, software, tools and systems that it provides, develops, acquires or obtains through strategic marketing or other agreements. The Company began taking pre-orders of Tuitio, a consumer software product (protected by two issued patents and licensed by the ~~reverse~~Company) ~~stock~~in ~~split.~~the second quarter of 2018.

~~NOTE~~In December of 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc. (“DarkPulse”), pursuant to which (1) the parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s patented BOTDA DarkPulse technology (the “Technology”) to be owned 40% by the Company and 60% by Dark Pulse (the “JV”); (2) the Company would fund $10,000 in initial capital to the JV; and (3) and the JV would have a royalty-free ~~Significant~~non-exclusive ~~Accounting~~license ~~Policies~~to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. During the year ended December 31, 2018, the Company funded $89,450 to the JV.

In January of 2018, the Company acquired HelpComm, Inc., a Virginia corporation engaged in the provision of telecom services. These telecom services include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G/5G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. On March 12, 2019, the Company and HelpComm entered into a Rescission, Settlement and Confidentiality Agreement with Mutual Releases; whereby the acquisition of HelpComm was fully rescinded as of January 1, 2018 resulting in a loss on rescinded acquisition of $370,946.

Basis of Presentation

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America ("U.S. GAAP"). On February 3, 2018, the Company changed its fiscal year end from March 31 to December 31. The Company filed a transition report on Form 10-KT covering the nine-month period from April 1, 2017 through December 31, 2017. The accompanying financial statements include the year ended December 31, 2018 and the transition period from April 1, 2017 to December 31, 2017, both of which are audited.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses, an accumulated deficit of $37,594,946 and has a working capital deficit of $8,685,265 as of December 31, 2018, which raises substantial doubt about its ability to continue as a going concern.

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

Stock Split

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

F-7

Table of Contents

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

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

~~Such~~Cash 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. Equivalents

~~Making~~For ~~estimates requires management to exercise significant judgment. It is at least reasonably possible that~~ the ~~estimate~~purpose of the ~~effect~~statement of acash ~~condition~~flows, ~~situation~~cash orequivalents ~~set~~include oftime ~~circumstances~~deposits, ~~that~~certificate ~~existed at the date~~ of ~~the financial statements~~deposits, ~~which~~and ~~management~~all ~~considered~~highly-liquid indebt ~~formulating~~instruments ~~its~~with ~~estimate~~original ~~could~~maturities ~~change~~of inthree ~~the~~months ~~near~~or ~~term events~~less. ~~Accordingly,~~The ~~actual~~Company ~~results~~had ~~could~~no ~~differ~~cash ~~significantly from estimates~~equivalents.

~~Fiscal~~Accounts ~~Year~~Receivable

The Company' grants credit to customers under credit terms that it believes are customary in the industry and do not require collateral to support customer receivables. The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s ~~fiscal~~historical ~~year-end~~collection ishistory. ~~March~~Allowance for doubtful accounts as of December 31, 2018 and 2017 were $43,664 and $30,000, respectively.

F-6 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents.

Sales Concentration and credit risk

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended March 31, 2017, and 2016:

Customer	Sales % Year Ended March 31, 2017	Sales % Year Ended March 31, 2016
Customer A, related party	71.4%	-
Customer B, related party	-	32.2%
Customer C, related party	-	15.5%
Customer D	-	23.2%
Customer E	-	28.7%

There was no accounts receivable at March 31, 2017.

Accounts Receivable/Allowance for Doubtful Accounts

The Company records its client receivables and unbilled services at their face amounts less allowances. On a periodic basis, the Company evaluates its receivables and unbilled services and establishes allowances based on historical experience and other currently available information. As of March 31, 2017, and 2016, 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.

Property and Equipment

Property and equipment isare stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, ~~less~~renewals ~~accumulated~~and ~~depreciation~~betterments are capitalized. When property and isequipment ~~reviewed~~are ~~for~~retired ~~impairment~~or ~~whenever~~otherwise ~~occurrence~~disposed of, ~~events~~the related cost and accumulated depreciation are removed from the respective accounts, and any gain or ~~changes~~loss is included in ~~circumstances~~operations. ~~indicate~~Depreciation ~~that~~of property and equipment is provided using the ~~carrying~~straight-line ~~amount~~method offor ansubstantially ~~asset~~all ~~may~~assets ~~not~~with beestimated ~~recoverable.~~lives as follows:

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.

Office Equipment	5 years
Computer equipment	2 years
Vehicles	5 years

~~Depreciation expense was $~~F-8~~,970~~ ~~and~~Table ~~$11,989~~of ~~for the years ended March 31, 2017, and 2016, respectively.~~Contents

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 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. ~~During the years ended March 31, 2017, and 2016, the Company incurred no capitalized software development costs.~~ Capitalized software is amortized over the software's estimated economic life of 3 years. For the years ended ~~March~~December 31, ~~2017,~~2018 and ~~2016~~nine months ended December 31, ~~amortization~~2017, ~~expense~~the ~~for~~Company ~~capitalized~~had ~~software~~no development ~~was~~costs $required to be capitalized under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-20,~~121~~ ~~and~~Costs ~~$20~~of Software to be Sold,~~176~~ Leased or Marketed, ~~respectively~~and under ASC 350-40, Internal-Use Software.

F-7 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

Long-Lived Assets

The Company ~~reviews~~applies ~~long-lived~~the ~~assets~~provisions of ASC Topic 360, Property, Plant, and ~~certain~~Equipment, ~~identifiable~~which ~~intangibles~~addresses ~~held~~financial accounting and ~~used~~reporting for ~~possible~~the impairment ~~whenever~~or ~~events~~disposal orof ~~changes~~long-lived inassets. ~~circumstances~~ASC ~~indicate~~360 ~~that~~requires ~~the~~impairment ~~carrying~~losses ~~amount~~to be recorded on long-lived assets used in operations when indicators of animpairment ~~asset~~are ~~may~~present ~~not~~and the undiscounted cash flows estimated to be ~~recoverable~~generated by those assets are less than the assets’ carrying amounts. In ~~evaluating~~that event, a loss is recognized based on the ~~fair~~amount ~~value~~by ~~and~~which ~~future~~the ~~benefits~~carrying amount exceeds the fair value of ~~its~~the ~~intangible~~long-lived assets,. ~~management~~Loss ~~performs~~on anlong-lived ~~analysis~~assets to be disposed of ~~the~~is ~~anticipated~~determined ~~undiscounted~~in ~~future~~a ~~net~~similar ~~cash~~manner, ~~flow~~except ofthat ~~the~~fair ~~individual~~values ~~assets~~are ~~over~~reduced for the ~~remaining~~cost ~~amortization~~of ~~period~~disposal. ~~The~~Based ~~Company~~on ~~recognizes~~its anreview ~~impairment~~at ~~loss~~December if31, ~~the~~2018 ~~carrying~~and ~~value~~2017, of the ~~asset~~Company ~~exceeds~~believes ~~the~~there ~~expected~~was ~~future~~no ~~cash~~impairment ~~flows~~of its long-lived assets.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the "more likely than not" criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the "more-likely-than-not" threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Research and Development

Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with U.S. GAAP. All research and development costs have been expensed as incurred, totaling $2940,~~998~~335, and $~~492~~5,~~986~~488 ~~for~~year ~~the years~~ ended ~~March~~December 31, ~~2017~~2018, and ~~2016~~the nine months ended December 31, ~~respectively~~2017.

Advertising and Promotion

The Company expenses advertising costs as incurred. Advertising expenses for ~~the~~year ~~years~~ ended ~~March~~December 31, ~~2017~~2018, and ~~2016, was $26,074 and $105,778, respectively. Advertising expenses of $23,625 for~~ the ~~year~~nine months ended ~~March~~December 31, 2017, ~~were~~was ~~the result of barter transactions~~$56, ~~whereby~~221, ~~the Company received advertising~~ and ~~promotional~~$9,150, ~~services in exchange for sales of software~~respectively.

Advertising and Revenue Barter Transactions

The Company recognized revenue and expense, in accordance with ASC 845 - Nonmonetary Transactions, at fair value only if the fair value of the advertising received is determinable based in the entity’s own historical practice of receiving cash or other consideration that is readily convertible to a known amount of cash for similar advertising from buyers unrelated to the Company. If the fair value of the advertising received is not determinable within these limits, the barter transaction would be recorded based on the carrying amount of the advertising received, which likely will be zero. The Company recorded barter transactions during the year ended March 31, 2017, based on the entity’s own historical practice of receiving cash or other consideration.

Uncertainty as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $19,100,734, and has a working capital deficit of $5,173,933 as of March 31, 2017, which raises substantial doubt about its ability to continue as a going concern.

F-8 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

Fair Value of Financial Instruments

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

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

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2017, and 2016, for each fair value hierarchy level:

March 31, 2017	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	1,654,015	$	1,654,015
March 31, 2016
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	1,955,721	$	1,955,721

Embedded Conversion Features

F-9

Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

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 itits ~~financial~~agreements ~~instruments, including stock purchase warrants,~~ to determine if such instruments ~~are~~have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as ~~charges~~liabilities or ~~credits~~as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2018, and 2017, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to ~~income~~certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion.

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~~through the ~~life~~maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

~~Original~~Fair ~~Issue~~Value ~~Discount~~of Financial Instruments

For certain ~~convertible~~of ~~debt issued,~~ the Company’s ~~may~~financial ~~provide~~instruments, ~~the~~including ~~debt~~cash ~~holder~~and ~~with~~equivalents, anaccounts ~~original~~receivable, ~~issue~~accounts ~~discount.~~payable ~~The~~and ~~original~~accrued ~~issue~~liabilities, ~~discount~~and ~~would~~short-term ~~be recorded to~~ debt ~~discount~~, ~~reducing~~ the ~~initial~~ carrying ~~value~~amounts ofapproximate ~~the~~their ~~note~~fair ~~and~~values isdue ~~amortized~~ to ~~interest~~their ~~expense~~short ~~through the maturity of the debt~~maturities. ~~If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.~~

~~Extinguishments~~FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of ~~Liabilities~~the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

~~The~~· ~~Company~~Level ~~accounts~~1 inputs to the valuation methodology are quoted prices for ~~extinguishments~~identical ofassets or liabilities in ~~accordance~~active ~~with~~markets. ~~ASC~~· ~~860-10~~Level ~~(formerly~~2 ~~SFAS~~inputs ~~140)~~to ~~"Accounting~~the valuation methodology include quoted prices for ~~Transfers~~similar assets and ~~Servicing~~liabilities ofin ~~Financial~~active ~~Assets~~markets, ~~and~~quoted ~~Extinguishment~~prices offor ~~Liabilities."~~identical ~~When~~or ~~the~~similar ~~conditions~~assets in inactive markets, and inputs that are ~~met~~observable for ~~extinguishment~~the ~~accounting~~asset or liability, either directly or indirectly, for substantially the ~~liabilities~~full ~~are~~term ~~derecognized~~of ~~and~~the financial instrument. · Level 3 inputs to the ~~gain~~valuation methodology us one or ~~loss~~more onunobservable inputs which are significant to the ~~sale~~fair isvalue ~~recognized~~measurement.

~~Revenue~~The ~~Recognition~~Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

~~Product~~For ~~revenue~~certain financial instruments, the carrying amounts reported in the balance sheets for cash and ~~miscellaneous~~current ~~income~~liabilities, ~~are~~including ~~recognized~~convertible notes payable, each qualify as ~~earned~~a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The Company ~~recognizes~~uses ~~revenue~~Level ~~and~~3 ~~gains~~inputs ~~when~~for ~~earned~~its ~~and~~valuation ~~related~~methodology ~~costs~~for ofderivative ~~sales~~liabilities ~~and~~as ~~expenses~~their ~~when~~fair ~~incurred.~~values ~~The~~were ~~Company~~determined ~~recognizes~~by ~~revenue~~using inthe ~~accordance with Accounting Standards Codification Section 605~~Black-10Scholes-~~S99,~~Merton ~~Revenue~~pricing ~~Recognition,~~model ~~Overall,~~based ~~SEC~~on ~~Materials~~various ~~("Section 605-10-S99")~~assumptions. 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. The Company ~~recognizes revenue from services at the time the services are completed. The Company~~’s ~~sale~~derivative ofliabilities ~~licensed~~are ~~software~~adjusted ~~has significant standalone functionality with a perpetual right~~ to ~~use~~reflect ~~the~~fair ~~Company’s~~value ~~intellectual property. Accordingly, the Company recognizes licensed software revenue~~ at ~~the~~each ~~time~~period ~~the~~end, ~~software~~with isany ~~delivered~~increase or ~~available~~decrease toin the ~~customer,~~fair atvalue ~~which~~being ~~time~~recorded ~~the~~in ~~company~~results ~~had~~of nooperations ~~further~~as ~~obligations~~adjustments ~~related~~ to ~~the~~fair ~~sale~~value of ~~the software~~derivatives. ~~Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction.~~

F-10

Table of Contents

~~BRAVATEK~~At ~~SOLUTIONS~~December 31, ~~INC.~~2018 and December 31, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

NOTES TO FINANCIAL STATEMENTS

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

MARCH 31, 2017

	Fair Value
	As of		Fair Value Measurements at
Description	December 31, 2017		December 31, 2017 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	3,842,211	$	-	$	-	$	3,842,211

~~Stock-Based~~Revenue ~~Compensation~~Recognition ~~– Employees~~

~~The~~Accounting ~~Company~~Standards ~~accounts~~Update ~~for~~(“ASU”) ~~its~~No. ~~stock~~2014-09, ~~based~~Revenue ~~compensation~~from inContracts ~~which~~with Customers ("Topic 606"), became effective for the Company ~~obtains~~on ~~employee~~January ~~services~~1, in2018. ~~share-based~~The ~~payment~~Company’s ~~transactions~~revenue ~~under~~recognition ~~the~~disclosure ~~recognition~~reflects ~~and~~its ~~measurement~~updated ~~principles~~accounting ofpolicies that are affected by this new standard. The Company applied the ~~fair~~"modified ~~value~~retrospective" ~~recognition~~transition ~~provisions~~method offor ~~section~~open ~~718-10-30~~contracts offor the ~~FASB~~implementation ~~Accounting~~of ~~Standards~~Topic ~~Codification~~606. ~~Pursuant~~The toCompany ~~paragraph~~had ~~718~~no significant post-~~10-30-6~~delivery ofobligations; ~~the~~therefore, ~~FASB~~this ~~Accounting~~new ~~Standards~~standard ~~Codification,~~did ~~all~~not ~~transactions~~result in ~~which~~a ~~goods~~material orrecognition ~~services~~of ~~are~~revenue on the ~~consideration~~Company’s ~~received~~accompanying financial statements for the ~~issuance~~cumulative impact of ~~equity~~applying ~~instruments~~this ~~are~~new ~~accounted~~standard. ~~for~~The ~~based~~Company onmade ~~the~~no ~~fair~~adjustments ~~value~~to ofits ~~the~~previously-reported ~~consideration~~total ~~received~~revenues, oras ~~the~~those ~~fair~~periods ~~value~~continue ofto ~~the~~be ~~equity~~presented ~~instrument~~in ~~issued,~~accordance ~~whichever~~with isits ~~more~~historical ~~reliably~~accounting ~~measurable.~~practices under Topic 605, Revenue Recognition.

~~The~~Revenue ~~measurement~~from ~~date~~licensing ~~used~~software tois ~~determine~~recognized ~~the~~under ~~fair~~Topic ~~value~~606 ofin ~~the~~a ~~equity~~manner ~~instrument~~that ~~issued~~reasonably isreflects the ~~earlier~~delivery of ~~the~~its ~~date~~services onand ~~which~~products ~~the~~to ~~performance~~customers isin ~~complete~~return orfor ~~the~~expected ~~date~~consideration onand ~~which~~includes itthe isfollowing ~~probable that performance will occur.~~ elements:

~~The~~· ~~fair~~executed ~~value~~contracts with the Company’s customers that it believes are legally enforceable; · identification of ~~share~~performance ~~options~~obligations ~~and~~in ~~similar~~the ~~instruments~~respective iscontract; ~~estimated~~· ondetermination of the ~~date~~transaction price for each performance obligation in the respective contract; · allocation of ~~grant~~the ~~using~~transaction aprice ~~Black-Scholes~~to ~~option-pricing~~each ~~valuation~~performance ~~model.~~obligation; ~~The~~and ~~ranges~~· recognition of ~~assumptions~~revenue ~~for~~only ~~inputs~~when ~~are~~the asCompany ~~follows:~~ satisfies each performance obligation.

·After ~~Expected~~applying ~~term~~these offive ~~share~~elements ~~options and similar instruments: The expected life of options and similar instruments represents~~ the ~~period~~Company’s ofrecognizes ~~time~~licensed ~~the~~software ~~option~~revenue ~~and/or~~at ~~warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of~~ the ~~FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of~~ time the ~~options~~software ~~and~~is ~~similar~~delivered instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior into the fair value (or ~~calculated~~available ~~value) of the instruments. Pursuant~~ to ~~paragraph 718-10-S99-1, it may be appropriate to use~~ the ~~simplified method~~customer, ~~i.e.,~~at ~~expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon~~ which ~~to estimate expected term due to the limited period of~~ time ~~its equity shares have been publicly traded; (ii) A company significantly changes~~ the ~~terms~~Company of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has ~~or expects to have significant structural changes in its business such that its historical exercise data may~~ no ~~longer~~further ~~provide~~obligations arelated ~~reasonable basis upon which~~ to ~~estimate expected term. The Company uses~~ the ~~actual~~sales ~~method~~contract towith calculate expected term of share options and similar instruments as the company does have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its ~~share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index~~customers. The Company uses its actual historical volatility over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. We expect and use zero rate. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards' grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations.

F-11

Table of Contents

~~BRAVATEK~~Stock-Based ~~SOLUTIONS,~~Compensation ~~INC.~~

~~NOTES~~The TOCompany ~~FINANCIAL~~records ~~STATEMENTS~~stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for stock-based compensation in accordance with the provision of ASC 505-50, Equity Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.

~~MARCH~~Basic ~~31,~~and ~~2017~~Diluted Earnings Per Share

~~Stock-Based~~Earnings ~~Compensation~~per –share ~~Non-Employees~~is calculated in accordance with ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of December 31, 2018, and 2017, there were warrants and options to purchase 2 and 2 shares, respectively, of common stock and the Company’s outstanding convertible debt is convertible into approximately 3,509,702 and 196,942 shares, respectively, of common stock. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive.

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

The Company accounts for ~~equity~~income ~~instruments~~taxes ~~issued~~in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to ~~parties~~use ~~other~~the ~~than~~asset ~~employees~~and liability method of accounting for ~~acquiring~~income ~~goods~~taxes, orwhereby ~~services~~deferred ~~under~~tax ~~guidance~~assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~Sub-topic~~assets ~~505-50~~and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the ~~FASB~~deferred ~~Accounting~~tax ~~Standards~~assets ~~Codification~~will ~~("Sub-topic~~not ~~505-50")~~be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~Pursuant~~Under to ASC ~~Section 505-50-30~~740, ~~all~~a ~~transactions~~tax inposition ~~which~~is ~~goods~~recognized oras ~~services~~a ~~are~~benefit ~~the~~only ~~consideration~~if ~~received~~it ~~for~~is ~~the~~“more ~~issuance~~likely ofthan ~~equity~~not” ~~instruments~~that ~~are~~the ~~accounted~~tax ~~for~~position ~~based~~would onbe ~~the~~sustained ~~fair~~in ~~value~~a oftax ~~the~~examination, ~~consideration~~with ~~received~~a ortax ~~the~~examination ~~fair~~being ~~value~~presumed ofto ~~the~~occur. ~~equity~~The ~~instrument~~amount ~~issued,~~recognized ~~whichever~~ is ~~more~~the ~~reliably~~largest ~~measurable.~~amount ~~The~~of ~~measurement~~tax ~~date~~benefit ~~used~~that tois ~~determine~~greater ~~the~~than ~~fair~~50% ~~value~~likely of ~~the~~being ~~equity~~realized ~~instrument~~on ~~issued~~examination. isFor ~~the~~tax ~~earlier~~positions ofnot meeting the ~~date~~“more onlikely ~~which~~than ~~the~~not” ~~performance~~test, no tax benefit is ~~complete~~recorded. orThe ~~the~~Company ~~date~~has onno ~~which~~material ituncertain istax ~~probable~~positions ~~that~~for ~~performance~~any ~~will~~of ~~occur.~~the reporting periods presented.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

· Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's expected exercise behavior. · Expected volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses its actual historical volatility over the expected contractual life of the share options or similar instruments as its expected volatility. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. We expect and use zero rate. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

F-12 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Related Parties

The Company ~~follows~~accounts ~~subtopic~~for related party transactions in accordance with ASC 850~~-10~~, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the ~~FASB~~Company, ~~Accounting~~its ~~Standards~~management, ~~Codification~~members ~~for~~of the ~~identification~~immediate families of ~~related~~principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and ~~disclosure~~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 is also a related party ~~transactions~~.

~~Pursuant to Section 850~~F-~~10-20~~12 ~~the~~Table ~~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. Contents

Net Earnings (Loss) per Share

Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. For the years ended March 31, 2017, and 2016, there were warrants and options to purchase 3,365 shares of common stock and the Company’s outstanding convertible debt is convertible into approximately 22,762,118,935 and 8,095,224 shares of common stock, respectively. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive.

F-13 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

Recent Accounting Pronouncements

OnIn ~~May~~June 282018, ~~2014,~~ the FASB issued ~~ASU~~Accounting ~~No.~~Standards ~~2014~~Update (“ASU”) 2018-0907, ~~Revenue~~Stock ~~from~~Compensation ~~Contracts~~(Topic ~~with~~718): ~~Customers,~~Improvements ~~requiring~~to anNonemployee ~~entity~~Share-Based toPayment ~~recognize~~Accounting, ~~the~~which ~~amount~~simplifies ofthe ~~revenue~~accounting tofor ~~which~~share-based itpayments ~~expects~~granted to benonemployees ~~entitled~~ for ~~the transfer of promised~~ goods orand services toand ~~customers.~~aligns ~~The updated standard will replace~~ most ~~existing~~of ~~revenue~~the ~~recognition~~ guidance inon ~~U.S.~~such ~~GAAP~~payments ~~when~~to itnonemployees ~~becomes~~with ~~effective~~the ~~and~~requirements ~~permits~~for ~~the~~share-based ~~use~~payments ofgranted ~~either~~to ~~the~~employees. ~~retrospective~~ASU or2018-07 ~~cumulative~~is ~~effect~~effective ~~transition~~on ~~method~~January 1, 2019. Early adoption is ~~not~~ permitted. The ~~updated~~Company ~~standard~~does isnot ~~effective~~believe ~~for us in~~ the ~~first~~adoption ~~quarter~~ of ~~fiscal~~this ~~2018.~~ASU ~~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~~material ~~method~~impact ~~and we are currently evaluating the effect that the updated standard will have~~ on ~~our~~its ~~consolidated~~ financial statements ~~and related disclosures~~.

OnIn ~~August~~November ~~2014~~2016, the FASB issued ASU ~~No. 2014~~2016-1518, ~~Presentation~~Statement of ~~Financial~~Cash ~~Statements~~Flows ~~- Going Concern~~ (~~Subtopic~~Topic ~~205-40~~230): ~~Disclosure~~Restricted ofCash, ~~Uncertainties~~which ~~about~~requires anrestricted ~~Entity's~~cash ~~Ability~~ to ~~Continue~~be aspresented awith ~~Going~~cash ~~Concern,~~and ~~which~~cash ~~requires~~equivalents ~~management~~on tothe ~~evaluate,~~statement atof ~~each~~cash ~~annual~~flows and ~~interim~~disclosure ~~reporting~~of ~~period,~~how ~~whether~~the ~~there~~statement ~~are~~of ~~conditions~~cash orflows ~~events~~reconciles ~~that~~to ~~raise~~the ~~substantial~~balance ~~doubt~~sheet ~~about~~if ~~the~~restricted ~~entity's~~cash ~~ability~~is toshown ~~continue~~separately asfrom acash ~~going~~and ~~concern~~cash ~~within~~equivalents ~~one~~on ~~year~~the ~~after~~balance ~~the~~sheet. ~~date~~ASU ~~the~~2016-18 ~~financial~~is ~~statements~~effective ~~are~~for ~~issued~~interim and toannual ~~provide~~periods ~~related~~beginning ~~disclosures.~~after ~~ASU~~December ~~2014-~~15, is2017, ~~effective~~with ~~for~~early usadoption ~~for~~permitted. ~~our~~The ~~fiscal~~adoption ~~year~~of ~~ending~~this ~~March~~ASU ~~31,~~did ~~2017~~not ~~and~~have ~~for~~a ~~interim~~material ~~periods~~impact ~~thereafter.~~on the Company’s financial statements and disclosures.

~~With~~In ~~the~~October ~~exception~~2016, of the ~~new~~FASB ~~standard~~issued ~~discussed~~ASU ~~above~~2016-16, ~~there~~Income ~~have~~Taxes ~~been~~(Topic no740): ~~other~~Intra-Entity ~~recent~~Transfer ~~accounting~~of ~~pronouncements~~Assets orOther ~~changes~~than inInventory, ~~accounting~~which ~~pronouncements~~requires ~~during~~the recognition of the ~~year~~ ~~ended March~~income ~~31,~~tax ~~2017,~~consequences asof ~~compared~~an tointra-entity ~~the~~transfer ~~recent~~of ~~accounting~~an ~~pronouncements~~asset, ~~described~~other inthan ~~our~~inventory, ~~Annual~~when ~~Report~~the ontransfer ~~Form 10~~occurs. ASU 2016-K16 is effective for ~~the~~interim ~~fiscal~~and ~~year~~annual ~~ended March~~periods 31beginning after December 15, ~~2016~~2018, ~~that~~with ~~are~~early adoption permitted. The Company does not believe the adoption of ~~significance~~this orASU ~~potential~~will ~~significance~~have toa usmaterial impact on its financial statements.

~~NOTE~~In 3February 2016, the FASB issued ASU 2016-02, ~~Related~~Leases ~~Party~~(Topic ~~Activity~~842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not believe the adoption of this ASU will have a material impact on its financial statements.

~~Asset~~In ~~Acquisition~~May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company adopted this ASU beginning on January 1, 2018 and used the modified retrospective method of adoption. The adoption of this ASC did not have a material impact on the Company’s financial statements and disclosures.

OnManagement ~~June~~does 2,not ~~2015,~~believe ~~the~~that ~~Company~~any ~~completed~~recently ~~an acquisition of certain of the assets and assumed certain liabilities of Viking Telecom Services~~issued, ~~LLC~~but ~~(“Viking~~not ~~Telecom”)~~yet ~~from Dependable Critical Infrastructure~~effective, ~~Inc.~~accounting ~~(“DCI”),~~standards ~~f/k/a~~could ~~DTREDS~~have ~~Consolidated, Inc.,~~ a ~~related~~material ~~party~~effect ~~due~~on to the ~~Company’s~~accompanying ~~Chief~~financial ~~Executive Officer (“CEO”) owned approximately 30% of DCI~~statements. ToAs ~~acquire~~new ~~the~~accounting ~~assets,~~pronouncements ~~the~~are ~~Company~~ issued 2,~~265~~ ~~shares~~we ofwill ~~common~~adopt ~~stock,~~those ~~224~~that ~~shares~~are ofapplicable ~~common stock to be issued (valued in the aggregate at $740,000), paid $200,000 cash and forgave $59,204 of a note receivable from DCI. The Company now provides telecom services~~ under a new Viking Telecom brand. Services provided by Viking Telecom include cellular tower mapping and audits, ground audits, civil equipment installation, cellular site decommissioning, 3G/4G installations, project/construction management, battery installation and maintenance, shelter and compound preventative maintenance, site cleanup, and other related services. The Company recorded a loss on the ~~acquisition of $1,044,817 for the year ended March 31, 2016~~circumstances.

~~Revenues~~Note 3 – Related Party Transactions

For the years ended March 31, 2017, and 2016, related party revenues were $145,362 and $186,837, respectively, representing revenues of 71.6% and 48.2%, respectively, for each period. For the year ended March 31, 2017, the related party was temporarily a related party based on the percentage of shares owned by management of the related party, of the issued and outstanding common stock of the Company at the time of the sales. The party is no longer a related party. For the year ended March 31, 2016, the Company recorded sales to three related party companies in the amounts of $126,148, $59,404 and $1,750, respectively. The sales of $1,750 were to a limited liability company controlled by our CEO.

Notes payable

The Company issued multiple unsecured notes payable from June 27, 2015, to ~~March~~December 31, 2017, to the Company’s CEO, for amounts advanced to the Company, or ~~expenses~~ paid by the CEO, on behalf of the Company., For the ~~years~~nine months ended ~~March~~December 31, 2017 ~~and 2016~~, ~~advances~~the ~~were~~CEO ~~$31,850~~advanced ~~and~~to ~~$156,512, and~~ the Company or made ~~repayments~~payments on behalf of the Company of $5117,~~512~~801, ~~for~~and the ~~year~~Company ~~ended~~repaid ~~March~~the ~~31,~~CEO ~~2016~~$154,651. The notes ~~carry~~carried interest at 10% per annum and ~~are~~were due on demand. As of ~~March~~December 31, ~~2017~~2018, and ~~2016~~2017, the principal balance of the notes was $~~136,850~~0 and $~~105~~0,~~000,~~ respectively, (included in note payable related party in the balance sheets presented herein), and included in accrued interest related party is the accrued and unpaid interest as of March 31, 2017, and 2016, of $23,153 and $11,550, respectively. ~~For the years ended March 31, 2017, and 2016, the Company recorded interest expense related party of $11,603 and $11,550, respectively.~~

As of December 31, 2018, and 2017, included in accounts payable - related party is $367,432 and $318,179, respectively, for amounts owed to the Company’s CEO.

F-13

Table of Contents

Sales and Accounts Receivables

Effective December 21, 2017, the Company entered into a Joint Venture Agreement (the “Agreement”) with The Go Eco Group, a corporation organized under the laws of the State of Nevada (“LIBE”), pursuant to which (1) the parties will form a joint venture limited liability company in Delaware to develop, market and sell products, services and technology based on a web-enabled Light Guard System (the “System”), (2) the joint venture will be owned 35% by the Company and 65% by LIBE; (3) the Company shall fund $25,000 in initial capital to the joint venture; and (4) the joint venture shall have an irrevocable royalty-free non-exclusive license to use all of LIBE’s direct and/or licensed intellectual property necessary for the joint venture to develop and sell the System. Based on the lack of any developments in the joint venture and LIBE’s non-performance, the Company has recognized a loss of investment in the joint venture of $25,000 for the nine months ended December 31, 2017, which is included in Other expenses in the accompanying statement of operations. For the nine months ended December 31, 2017, the Company billed LIBE $30,000 which is included in Sales, related party on the financial statements. In addition, for the nine months ended December 31, 2017, the Company billed DarkPulse and another related party $10,000, which is included in Sales, related party on the financial statements As of December 31, 2017, the Company recorded an allowance for doubtful accounts of $30,000 related to the LIBE account receivable. The Company has engaged a law firm to pursue the collection of the $30,000. For the year ended December 31, 2018, the Company billed Mile High Construction, a former joint venture partner, $24,837 which is included in Sales, related party on the financial statements,

Note 4 - Property and Equipment, Net

Property and equipment consisted of the following as of December 31, 2018 and 2017:

	2018			2017

Office equipment	$	48,056		$	48,056
Computer equipment		26,034			26,034
Vehicles		35,608			35,608
		109,698			109,698
Less accumulated depreciation		(97,107	)		(88,064	)
Property and equipment, net	$	12,591		$	21,634

Depreciation expense for the year ended December 31, 2018, and the nine months ended December 31, 2017 was $9,043, and $7,027, respectively.

Note 5 – Intangible Assets, Net

Intangible assets consisted of the following as of December 31, 2018 and 2017:

	2018			2017
Exclusivity rights	$	137,900		$	107,520
Software		60,362			60,362
		198,262			167,882
Less accumulated amortization		(198,262	)		(119,980	)
Intangible assets, net	$	-		$	47,902

Intangible assets are being amortized as follows: Exclusivity rights - 12 months; and Software – 36 months.

Amortization expense for the years ended December 31, 2018, and the nine months ended December 31, 2017 was $47,902, and $76,430, respectively.

F-14

Table of Contents

~~BRAVATEK~~Note ~~SOLUTIONS,~~6 ~~INC.~~– Notes Payable

~~NOTES~~Notes TOpayable ~~FINANCIAL~~consisted ~~STATEMENTS~~of the following at December 31, 2018 and 2017:

MARCH 31, 2017

	2018		2017
Notes issued from May 18, 2010 to June 27, 2013 (A)	$	400,000	$	400,000
Notes issued from December 18, 2012 to May 30, 2013 (B)		199,960		199,960
Notes issued from July 12, 2013 to June 16, 2014 (C)		230,828		230,828
Total notes payable	$	830,788	$	830,788

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

~~For~~On June 15, 2015, Company entered into a Settlement Agreement and Partial Waiver and Release (the ~~years~~"Settlement ~~ended~~Agreement") ~~March~~with 31Global. Global owned 2,377,500 ~~2017~~shares of the Company's Series A Convertible Preferred Stock and is the holder of outstanding promissory notes in the original principal amount of $558,500, with accrued interest thereon due to Global of approximately $267,960 (the "Global Notes") immediately prior to the Settlement Agreement. Pursuant to the Settlement Agreement, Global agreed to (1) waive interest due of $267,960 under the Global Notes and ~~2016~~$158,500 of principal, such that only $400,000 of principal and interest would be considered outstanding as of the ~~Company~~settlement ~~recorded~~agreement ~~expenses~~date, and (2) immediately return all of the Preferred Stock to ~~its~~the ~~officers~~Company for cancellation, in consideration for the ~~following~~Company ~~amounts:~~issuing 856 shares of common stock to Global. As of June 15, 2015, the note is payable on demand as part of the Settlement Agreement. As of December 31, 2018, and 2017, the note balance was $400,000.

	Year Ended March 31,
	2017		2016
CEO	$	140,000	$	523,220
CFO		72,000		33,500
Total	$	212,000	$	556,720

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

~~Included~~(C) inThe ~~the~~Company ~~year~~issued ~~ended~~six ~~March~~notes ~~31,~~from ~~2016~~July 12, ~~expenses~~2013 ~~are~~to ~~$217~~June 16,~~220~~ ~~for~~2014, ~~the~~totaling ~~fair~~$230,828 ~~value~~in ofunsecured ~~the~~notes ~~amendment~~payable to ~~the~~a ~~Series~~third Cparty. ~~Preferred~~The ~~Stock,~~notes ~~whereby~~bear ~~each~~an ~~share~~interest rate of ~~preferred~~10%, ~~stock~~compounded ~~has~~annually ~~voting~~and ~~rights~~matured ~~equal~~from toJuly 1012,~~000~~ ~~shares~~2014 ofthrough ~~common~~June ~~stock~~16, 2015. AsOn ofFebruary ~~March~~16, 312015, ~~2017~~the Company secured a notes payable extension through April 1, ~~included~~2015, with no other changes in ~~accounts~~original terms of the agreements. The notes payable -was ~~related~~again ~~party~~extended ison ~~$248~~August 6,~~692~~ ~~and~~2015, ~~$37~~through January 1,~~750~~ 2016, ~~for~~with ~~amounts~~no ~~owed~~other changes in original terms of the ~~Company’s~~agreements. ~~CEO~~As ~~and~~of ~~CFO~~December 31, ~~respectively~~2018, ~~for~~and ~~unpaid~~2017, ~~fees~~the note balance was $230,828 and ~~expenses.~~the notes are currently in default.

NOTE 4 - Notes Payable

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

On June 15, 2015, the Company entered into a Settlement Agreement and Partial Waiver and Release (the "Settlement Agreement") with Global. Global owned 2,377,500 shares of the Company's Series A Convertible Preferred Stock, and is the holder of outstanding promissory notes in the original principal amount of $558,500, with accrued interest thereon due to Global of approximately $267,960 (the "Global Notes") immediately prior to the Settlement Agreement. Pursuant to the Settlement Agreement, Global agreed to (1) waive interest due of $267,960 under the Global Notes and forgive $158,500 of principal, such that only $400,000 of principal and interest would be considered outstanding as of the settlement agreement date, and (2) immediately return all of the Series A Convertible Preferred Stock to the Company for cancellation, in consideration for the Company issuing 856 shares of common stock to Global. Due to the related party nature at the time of the Settlement Agreement, the $238 balance in Series A Convertible Preferred Stock and the debt forgiveness was recorded as additional paid in capital. As of March 31, 2017 and 2016, the note balance was $400,000. As of June 15, 2015, the note is payable on demand as part of the Settlement Agreement. Accrued interest as of March 31, 2017, and 2016, was $40,110.

The Company issued five notes from December 18, 2012 to May 30, 2013 totaling $199,960 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured from December 18, 2014 through May 30, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no other changes in original terms of the agreements. The notes payable were again extended on August 6, 2015, through January 1, 2016, with no other changes in original terms of the agreement. As of March 31, 2017, and 2016, the note balance was $199,960 and the notes are currently in default. Accrued interest as of March 31, 2017, and 2016, was $82,784 and $62,788, respectively.

The Company issued six notes from July 12, 2013 to June 16, 2014, totaling $230,828 in unsecured notes payable to a third party. The notes bear an interest rate of 10%, compounded annually and matured from July 12, 2014 through June 16, 2015. On February 16, 2015, the Company secured a notes payable extension through April 1, 2015, with no change in original terms of the agreements. The notes payable were again extended on August 6, 2015, through January 1, 2016, with no change in original terms of the agreements. As of March 31, 2017, and 2016 the note balance was $230,828 and the notes are currently in default Accrued interest as of March 31, 2017, and 2016, was $74,765 and $51,682, respectively

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). The Chevrolet truck loan was paid off as of March 31, 2016. As of March 31, 2017, and 2016, the loan with Joshua Claybaugh had a remaining principal balance of $20,000. There was no accrued interest as of March 31, 2017, and 2016.

F-15

Table of Contents

~~BRAVATEK~~Note ~~SOLUTIONS,~~7 ~~INC.~~– Convertible Notes Payable

~~NOTES~~Convertible TOnotes ~~FINANCIAL~~payable ~~STATEMENTS~~consisted of the following at December 31, 2018 and 2017:

MARCH 31, 2017

	2018		2017
Issued on December 19, 2014 for $156,000; accrues interest at 8% per annum; due December 19, 2015 (in default); convertible at 68% of the lowest closing price 20 days prior to conversion	$	135,371	$	135,371
Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		50,000		50,000
Issued on May 1, 2017 for $50,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		50,000		50,000
Issued on May 1, 2017 for $17,500; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		17,500		17,500
Issued on May 1, 2017 for $25,000; accrues interest at 8% per annum; due May 1, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		25,000		25,000
Issued on May 3, 2017 for $29,700; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		29,700		29,700
Issued on May 3, 2017 for $25,300; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		25,300		25,300
Issued on May 3, 2017 for $22,000; accrues interest at 8% per annum; due May 3, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		22,000		22,000
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		140,750		140,750
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018 (in default); convertible at 55% of the lowest closing price 20 days prior to conversion		140,750		140,750
Issued on October 12, 2017 for $40,111; accrues interest at 12% per annum; due October 12, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-		40,111
Issued on June 9, 2017 for $165,025; accrues interest at 10% per annum; due June 9, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-		52,565
Issued on June 23, 2017 for $262,775; accrues interest at 10% per annum; due June 23, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-		227,735
Issued on August 9, 2017 for $223,422; accrues interest at 10% per annum; due August 9, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-		223,422

The Company entered into a Senior Secured Credit Facility Agreement (the “Credit Agreement”) dated June 30, 2015 with TCA Global Credit Master Fund, LP (“TCA”) that was executed on June 30, 2015 and made effective as of November 25, 2015, which was to allow the Company to borrow up to $3,000,000. The Credit Agreement bears interest at 18%, compounded annually, and matured on January 25, 2017. The loan is secured against all existing and after-acquired tangible and intangible assets of the Company. On November 25, 2015, the Company received $310,600, net of loan costs and fees of $39,400. In connection with the Credit Agreement, the Company issued 1,412 shares of common stock upon execution, initially valued at $75,000 as an advisory fee payment (the “Advisory Fee”) and is obligated to issue additional shares until TCA has recouped $75,000 from the sale of the shares. The Company recorded the Advisory Fee and loan cost and fees of $114,400 as a discount to the TCA note and amortized the costs over the maturity of the note. Accordingly, for the years ended March 31, 2017, and 2016, the Company expensed $80,352 and $34,048, respectively, included in amortization of debt discount in the Statement of Operations presented herein. As of March 31, 2017, and 2016, the TCA loan had a principal balance of $319,662. Interest expense for the years ended March 31, 2017, and 2016, was $73,051 and $15,750, respectively. Accrued interest as of March 31, 2017, and 2016, was $58,169 and $0, respectively.

On September 6, 2016, TCA commenced an action against the Company and the Company’s CEO, Dr. Cellucci, as “validity guarantor,” filed in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, for amounts owed to TCA by the Company under their revolving credit agreement with the Company. On April 21, 2017, the Company, Dr. Cellucci and TCA executed a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $2,500 by April 30, 2017, $2,500 by May 31, 2017 and $405,357 on or before June 16, 2017. The Company fully complied with its obligations under the settlement agreement, paying TCA all amounts owed thereunder within the times required, and the case has now been dismissed.

NOTE 5 - Convertible Notes Payable

The Company accounted for the conversion features embedded in the following Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation isinitially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective terms of the related notes. See Note 6.

On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, and based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. For the year ended March 31, 2017, the investor converted a total of $12,380 of the face value and $2,332 of accrued interest into 6,593,919 shares of common stock. During the year ended March 31, 2016, the investor converted a total of $142,495 of the face value and $13,440 of accrued interest into 120,984 shares of common stock. For the year ended March 31, 2016, amortization of the debt discount of $89,462 was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $1,125 and $13,505, respectively.

On December 19, 2014, the Company issued a convertible back-end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs. For the year ended March 31, 2017, the investor converted a total of $24,300 of the face value and $4,146 of accrued interest into 373,844,490 shares of common stock. The embedded conversion feature included in the note resulted in an initial debt discount of $150,000, an initial derivative expense of $84,000 and an initial derivative liability of $234,000. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $32,055 and $117,945, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $131,700 and $156,000, respectively.

On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. For the year ended March 31, 2017, the investor had converted a total of $12,543 of the face value into 102,692,184 shares of common stock. During the year ended March 31, 2016, the investor converted a total of $97,500 of the face value into 247,818 shares of common stock. For the year ended March 31, 2016, amortization of the debt discount of $89,462 was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $45,957 and $58,500, respectively.

On December 19, 2014, the Company issued a convertible back-end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs The embedded conversion feature included in the note resulted in an initial debt discount of $150,000, an initial derivative expense of $84,000 and an initial derivative liability of $234,000. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $32,055 and $117,945, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $156,000.

F-16

Table of Contents

BRAVATEK SOLUTIONS, INC.

Issued on November 1, 2017 for $239,200; accrues interest at 12% per annum; due November 1, 2018; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		-			239,200
Issued on December 26, 2017 for $120,750; accrues interest at 12% per annum; due June 26, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		8,750			120,750
Issued on January 26, 2018 for $184,000; accrues interest at 10% per annum; due January 26, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		150,000			-
Issued on April 2, 2018 for $45,000; accrues interest at 12% per annum; due October 2, 2018 (in default); convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		45,000			-
Issued on May 11, 2018 for $215,000; accrues interest at 12% per annum; due May 11, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		215,000			-
Issued on June 21, 2018 for $184,000; accrues interest at 12% per annum; due June 21, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		163,000			-
Issued on November 9, 2018 for $241,500; accrues interest at 10% per annum; due May 9, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		214,500			-
Issued on December 4, 2018 for $54,500; accrues interest at 10% per annum; due June 4, 2019; convertible at 60% of the average of the three lowest closing price 20 days prior to conversion		54,500			-
Issued on August 1, 2017 for $181,700; accrues interest at 10% per annum; due February 1, 2018; convertible at 60% of the lowest closing price 20 days prior to conversion		-			51,349
Issued on November 7, 2017 for $120,750; accrues interest at 10% per annum; due May 1, 2018 (in default); convertible at 60% of the lowest closing price 20 days prior to conversion		105,750			120,750
Issued on January 29, 2018 for $84,525; accrues interest at 10% per annum; due January 29, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		84,525			-
Issued on April 8, 2018 for $34,500; accrues interest at 10% per annum; due April 8, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		34,500			-
Issued on May 22, 2018 for $52,969; accrues interest at 10% per annum; due May 22, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		52,969			-
Issued on June 15, 2018 for $63,000; accrues interest at 10% per annum; due June 15, 2019; convertible at 60% of the lowest closing price 20 days prior to conversion		63,000			-
Issued on December 11, 2018 for $59,000; accrues interest at 12% per annum; due December 11, 2019; convertible at 60% of the lowest closing price 25 days prior to conversion		59,000			-
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018; convertible at 55% of the lowest closing price 20 days prior to conversion		-			140,750
Issued on June 8, 2017 for $140,750; accrues interest at 8% per annum; due June 8, 2018; convertible at 55% of the lowest closing price 20 days prior to conversion		-			140,750

Total convertible notes payable		1,886,865			1,993,753
Unamortized debt discount		(471,020	)		(1,195,956	)
Convertible notes payable, net	$	1,415,845		$	797,797

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

On January 11, 2015, the Company entered in to a securities purchase agreement providing for the issuance of two convertible promissory notes in the 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. The embedded conversion feature included in the second note resulted in an initial debt discount of $50,000, an initial derivative expense of $45,000 and an initial derivative liability of $95,000. For the year ended March 31, 2016, amortization of the debt discount of $86,471 was charged to interest expense. During the year ended March 31, 2017, the investor converted a total of $32,094 of the face value of the second note and $4,154 of accrued interest into 308,572,080 shares of common stock. During the year ended March 31, 2016, the investor converted a total of $52,000 of the face value of the first note and $3,357 of accrued interest into 82,604 shares of common stock. As of March 31, 2017, and 2016, the outstanding principal amount of the second note was $19,906 and $52,000, respectively.

On January 19, 2015, the Company issued a convertible promissory note in the face amount of $100,000, which bears interest at the rate of 12% per annum, is due and payable on July 16, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to the lesser of (a) 55% of the lowest trading price during the 20 days preceding the execution of the note, or (b) 55% of the of the lowest traded price during the 20 trading days preceding conversion. The note was funded on January 28, 2015, with the Company receiving $93,000 of net proceeds after payment of legal and origination expenses. During the year ended March 31, 2017, the investor converted a total of $24,403 of the face value into 282,194,706 shares of common stock. During the year ended March 31, 2016, the investor converted a total of $41,177 of the face value into 202,075 shares of common stock. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $35,732 and $54,214, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $34,420 and $58,823, respectively.

On January 21, 2015, the Company issued a convertible promissory note in the face amount of $400,000, of which the Company is to assume $40,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due two years after any funding of the note. The note is to be funded at the note holder's discretion, and the initial tranche was funded on January 21, 2015, when the Company received cash in the amount of $50,000, and received an additional $25,000 (the “Second Funding”) on April 28, 2015. The note is pre-payable for 90 days without interest, and incurs a one-time interest charge of 12% thereafter. The note balance funded (plus a pro rata portion of the OID together with any unpaid accrued interest) is convertible into shares of Company common stock at a conversion price equal to the lesser of $0.08 or 60% of the lowest traded price during the 25 prior trading days. During the year ended March 31, 2016, the investor converted a total of $67,885 of the face value and $6,667 of accrued interest into 115,055 shares of common stock. The embedded conversion feature included in the Second Funding resulted in an initial debt discount of $25,000, an initial derivative expense of $26,000 and an initial derivative liability of $51,000. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $29,635 and $45,221, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $15,480.

On February 3, 2015, the Company issued a collateralized secured convertible promissory for a 10% convertible promissory note with an aggregate principal amount of $252,500, of which the company is to assume an OID of $22,500 and legal fees and other expenses totaling $5,000, which together with any unpaid accrued interest was 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 and $3,333 of fees as part of a true up add back (the “True Up”). During the year ended March 31, 2016, the investor converted a total of $71,853 of the face value and $5,383 of accrued interest into 2,808 shares of common stock. The embedded conversion feature included in the True Up resulted in an initial debt discount of $27,832, an initial derivative expense of $11,168 and an initial derivative liability of $39,000. For the year ended March 31, 2016, amortization of the debt discount of $94,734 was charged to interest expense. On November 12, 2015, the investor sold the note and the Company issued a replacement note of $47,808, as described below.

On April 10, 2015, the Company issued a convertible note, with a face value of $105,000, of which the company was to assume an OID of $5,000, and stated interest of 10% to a third-party investor. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 65% of the lowest closing bid prices for 15 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $100,000, an initial derivative expense of $65,000 and an initial derivative liability of $165,000. For the years ended March 31, 2016, amortization of the debt discount of $100,000 was charged to interest expense. On October 12, 2015, the investor sold the note and the Company issued a replacement note of $110,351, as described below.

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Table of Contents

~~BRAVATEK~~The ~~SOLUTIONS~~following is a roll-forward of the Company’s convertible notes and related discounts the year ended December 31, ~~INC.~~2018, and for the nine months ended December 31, 2017:

NOTES TO FINANCIAL STATEMENTS

	Principal			Debt
	Balance			Discount			Total
Balance, March 31, 2017	$	1,311,163		$	(39,436	)	$	1,271,727
New issuances		2,378,873			(2,378,873	)		-
Liquidated damages added to note		42,505			(42,146	)		359
Conversions		(1,470,005	)		-			(1,470,005	)
Cash payment		(268,782	)		-			(268,782	)
Amortization		-			1,264,498			1,264,498
Balance, December 31, 2017		1,993,754			(1,195,957	)		797,797
New issuances		1,242,494			(1,242,494	)		-
Other		(581	)		-			(581	)
Conversions		(1,226,691	)		-			(1,226,691	)
Cash payment		(122,111	)		-			(122,111	)
Amortization		-			1,967,431			1,967,431
Balance, December 31, 2018	$	1,886,865		$	(471,020	)	$	1,415,845

~~MARCH~~Note ~~31,~~8 ~~2017~~- Derivative Liability

OnThe ~~August 17, 2015, the~~ Company ~~issued~~determined athat ~~convertible promissory note in~~ the ~~face~~conversion ~~amount~~features of ~~$325,000, which bears interest at~~ the ~~rate~~convertible ofnotes ~~10%~~represented ~~per~~embedded ~~annum,~~derivatives ~~was~~since ~~due~~the ~~and~~notes ~~payable~~are onconvertible ~~August~~into ~~17,~~a ~~2016,~~variable ~~and~~number ~~may~~of ~~be converted at any time after funding into~~ shares ofupon ~~Company common stock at a~~ conversion. ~~price~~Accordingly, ~~equals~~ the ~~lesser~~notes ofare ~~$.02~~not orconsidered ~~70%~~to ofbe ~~the~~conventional ~~closing~~debt ~~trading~~and ~~prices immediately preceding~~ the embedded conversion ~~date.~~feature Inis ~~conjunction~~bifurcated ~~with~~from the ~~convertible~~debt ~~note~~host ~~issued~~and byaccounted ~~the~~for ~~Company,~~as ~~the~~a ~~Company~~derivative ~~issued~~liability. 2Accordingly,~~064~~ ~~warrants~~the ~~valued~~fair atvalue ~~$412,698. The warrants have an exercise price~~ of ~~$270,~~these ~~subject~~derivative toinstruments ~~adjustment,~~is ~~and~~recorded ~~expire~~as liabilities on ~~August~~the ~~17,~~balance ~~2020.~~sheet ~~During~~with the ~~year~~corresponding ~~ended~~amount ~~March~~recorded ~~31,~~as ~~2017,~~a ~~the~~discount ~~Company~~to ~~and~~each ~~the~~note, ~~noteholder~~with ~~agreed~~any toexcess ~~add~~of ~~$30,000 to~~ the ~~principal~~fair ~~balance~~value of the ~~note~~derivative incomponent ~~exchange~~over ~~for~~ the ~~noteholder’s~~face ~~waiver~~amount of ~~Liquidated Damages as defined in~~ the note. ~~During~~recorded ~~the~~as ~~year~~an ~~ended~~expense ~~March~~on ~~31, 2017,~~ the ~~investor~~issue ~~converted $29,741 of accrued interest into 435,574,242 shares of common stock~~date. ~~The~~Such ~~embedded~~discounts ~~conversion~~are ~~feature~~amortized ~~included~~from in the ~~note~~date ~~resulted in an initial debt discount and derivative liability~~ of ~~$139,286.~~issuance ~~For~~to the ~~years~~maturity ~~ended~~dates ~~March 31, 2017, and 2016, amortization~~ of the ~~debt discount of $52,661 and $86,624, respectively was charged to interest expense~~notes. The ~~embedded~~change ~~conversion feature included~~ in the ~~warrant~~fair ~~resulted~~value inof anthe ~~initial debt discount and~~ derivative ~~liability~~liabilities ofare ~~$181,818.~~recorded ~~For~~in ~~the~~other ~~years~~income ~~ended~~or ~~March~~expenses ~~31,~~in ~~2017,~~the ~~and~~statements ~~2016,~~of ~~amortization~~operations ofat the ~~debt~~end ~~discount~~ of ~~$36,364~~each ~~and $113~~period,~~076,~~ ~~respectively,~~with ~~was~~the ~~charged~~offset to ~~interest expense. As of March 31, 2017, and 2016,~~ the ~~outstanding~~derivative ~~principal~~liabilities ~~amount~~on of the ~~note~~balance ~~was $355,000 and $325,000, respectively~~sheet.

OnThe ~~October 12, 2015, the~~ Company ~~issued~~uses a ~~replacement~~weighted ~~convertible~~average ~~promissory~~Black-Scholes ~~note~~option inpricing ~~the~~model ~~face amount of $110,351, to Carebourn Capital, LLC (“Carebourn”) that replaced the convertible promissory note issued on April 10, 2015,~~ with ~~a face value of $105,000, and accrued interest of $5,351. The outstanding balance of this note is convertible into a variable number of~~ the ~~Company's~~following ~~common~~assumptions ~~stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior~~ to ~~conversion.~~measure ~~The note also bears an interest rate of 10% per annum. During~~ the ~~year~~fair ~~ended March 31, 2017, Carebourn converted a total of $24,308 of the face~~ value ~~into 189,121 shares~~ of ~~common~~derivative ~~stock.~~liability ~~During~~at ~~the~~December ~~year ended March~~ 31, ~~2016,~~2018 Carebourn converted a total of $61,043 of the face value into 189,121 shares of common stock. Additionally, on January 19, 2016, Carebourn assigned $10,000 of the note to Carebourn Partners, LLC (“Carebourn Partners”). As of March 31, 2017, and ~~2016, the outstanding principal amount of the note was $-0- and $34,308, respectively.~~2017:

Also on October 12, 2015, Carebourn and the Company assigned $15,000 of the replacement issued to Carebourn, to More Capital. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. During the year ended March 31, 2016, the investor converted a total of $12,950 of the face value into 28,726 shares of common stock. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $2,050.

	2018			2017

Risk free rate		2.56	%		1.53	%
Volatility		231	%		316	%
Terms (years)	0.27 to 0.50			0.33 to 0.84
Dividend rate		0	%		0	%

On October 26, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 10% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $100,000, an initial derivative expense of $149,496 and an initial derivative liability of $249,496. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $42,700 and $57,300, respectively, was charged to interest expense. The investor sold $25,000 of the note on April 27, 2016, and the Company issued a replacement note to the buyer, as described below. On June 7, 2016, the Company and the third-party investor agreed to extend the maturity of the note from July 26, 2016, to October 26, 2016, and to require daily payments of $250 per day via ACH. For the year ended March 31, 2017, the Company paid $6,003 of the note. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $78,997.

On October 27, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 8% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $100,000, an initial derivative expense of $102,000 and an initial derivative liability of $202,000. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $57,377 and $42,623, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $110,000.

On November 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $47,808, to Carebourn that replaces the collateralized secured convertible promissory issued on February 3, 2015, that had a remaining face value of $43,479 and accrued interest of $4,326. The replacement note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. During the year ended March 31, 2017, the investor converted a total of $5,445 of the face value into 90,748,151 shares of common stock. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $42,363 and $47,808, respectively.

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Table of Contents

~~BRAVATEK~~The ~~SOLUTIONS~~following table represents the Company’s derivative liability activity the year ended December 31, ~~INC.~~2018, and for the nine months ended December 31, 2017:

NOTES TO FINANCIAL STATEMENTS

Derivative liability balance, March 31, 2017	$	2,322,636
Issuance of derivative liability during the period		7,307,823
Fair value of beneficial conversion feature of debt converted		(8,121,142	)
Change in derivative liability during the period		2,332,894
Derivative liability balance, December 31, 2017		3,842,211
Issuance of derivative liability during the period		2,214,283
Fair value of beneficial conversion feature of debt converted		(1,537,090	)
Change in derivative liability during the period		1,021,485
Derivative liability balance, December 31, 2018	$	5,540,889

~~MARCH~~Loss on fair value of derivatives for the years ended December 31, 2018, and the nine months ended December 31, 2017 is comprised of:

On November 27, 2015, the Company issued a convertible note for legal services previously provided with a face value of $27,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $25,000, an initial derivative expense of $851 and an initial derivative liability of $25,851. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $4,808 and $20,192, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $27,000.

	Year Ended		Nine Months Ended
	December 31, 2018		December 31, 2017

Initial derivative expense	$	1,147,283	$	5,171,172
Fair value change in derivatives	$	1,021,485	$	2,332,894
Loss on fair value of derivatives	$	2,168,768	$	7,504,066

OnNote ~~January 5, 2016, the Company issued a convertible note for legal services previously provided with a face value of $20,000 and stated interest of 10% to a third~~9-~~party~~ ~~investor.~~Stockholders’ The note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount and derivative liability of $19,149. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $10,101 and $9,048, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $20,000.Deficit

On January 19, 2016, Carebourn assigned $10,000 of the October 12, 2015, replacement note to Carebourn Partners, LLC (“Carebourn Partners”). As of March 31, 2017, and 2016, the outstanding principal amount of the replacement note was $10,000.

On February 4, 2016, the Company issued a convertible note, with a face value of $82,500 and stated interest of 8% to a third-party investor, of which the Company assumed an OID of $7,500, 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 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The embedded conversion feature included in the note resulted in an initial debt discount of $80,000, an initial derivative expense of $70,000 and an initial derivative liability of $150,000. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $67,760 and $12,240, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $82,500.

On February 8, 2016, the Company issued a convertible note, with a face value of $80,000 and stated interest of 10% to a third-party investor, of which the Company assumed an original issue discount of $5,000. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of November 8, 2016. The embedded conversion feature included in the note resulted in an initial debt discount of $80,000, an initial derivative expense of $67,009 and an initial derivative liability of $147,009. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $64,818 and $15,182, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $80,000.

On March 24, 2016, the Company issued a convertible note, with a face value of $19,000 and stated interest of 10% to a third-party investor, of which the Company received $16,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of December 24, 2016. The embedded conversion feature included in the note resulted in an initial debt discount of $19,000, an initial derivative expense of $15,915 and an initial derivative liability of $34,915. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $18,516 and $484, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $19,000.

On March 24, 2016, the Company issued a convertible note, with a face value of $18,000 and stated interest of 10% to a third-party investor, of which the Company received $15,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of December 24, 2016. The embedded conversion feature included in the note resulted in an initial debt discount of $15,000, an initial derivative expense of $18,077 and an initial derivative liability of $33,077. For the years ended March 31, 2017, and 2016, amortization of the debt discount of $14,618 and $382, respectively, was charged to interest expense. As of March 31, 2017, and 2016, the outstanding principal amount of the note was $18,000.

On April 11, 2016, the Company issued a convertible note, with a face value of $18,889 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received net proceeds of $13,000 on April 28, 2016, after disbursements for the lender’s transaction costs, fees, and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $18,889 an initial derivative expense of $9,991 and an initial derivative liability of $28,880. For the year ended March 31, 2017, amortization of the debt discount of $18,889 was charged to interest expense. As of March 31, 2017, the outstanding principal amount of the note was $18,889.

F-19 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

On April 11, 2016, the Company issued a replacement convertible promissory note in the face amount of $26,123, to a third-party investor that replaces part of the convertible promissory note issued on October 26, 2015, with a face value of $25,000, and accrued interest of $1,123. The outstanding balance of this note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. During the year ended March 31, 2017, the investor converted a total of $19,476 of the face value and $3,332 of accrued interest and fees into 356,215,238 shares of common stock. As of March 31, 2017, the outstanding principal amount of the replacement note was $6,647.

On June 3, 2016, the Company issued a convertible note, with a face value of $42,350 and stated interest of 12% to a third-party investor. The note is convertible into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received proceeds on June 3, 2016, of $35,000, after disbursements for the lender’s transaction costs, fees, and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $42,350, an initial derivative liability expense of $24,323 and an initial derivative liability of $66,673. The note also requires 177 daily payments of $239 per day via ACH. For the year ended March 31, 2017, amortization of the debt discount of $35,292 was charged to interest expense. For the year ended March 31, 2017, the Company paid $6,221 of the note. The balance of the note as of March 31, 2017, was $36,129.

A summary of the convertible notes payable balance as of March 31, 2017, and 2016 is as follows:

	March 31, 2017			March 31, 2016
Principal Balance	$	1,311,163		$	1,385,974
Unamortized discount		(39,436	)		(531,578	)
Ending Balance, net	$	1,271,727		$	854,396

The following is a roll-forward of the Company’s convertible notes and related discounts for the years ended March 31, 2017, and 2016:

	Principal Balance			Debt Discounts			Total
Balance April 1, 2015	$	603,723		$	(422,099	)	$	181,624
New issuances		1,329,123			(1,262,085	)		67,038
Conversions		(546,872	)		-			(546,872	)
Amortization		-			1,152,606			1,152,606
Balance March 31, 2016		1,385,974			(531,578	)		854,396
New issuances		62,362			(61,239	)		1,123
Liquidated damages added to note		30,000			-			30,000
Conversions		(154,949	)		-			(154,949	)
Cash payments		(12,224	)		-			(12,224	)
Amortization		-			553,381			553,381
Balance at March 31, 2017	$	1,311,163		$	(39,436	)	$	1,271,727

NOTE 6 - Derivative liabilities

The Company determined that the conversion features of the convertible notes represented embedded derivatives since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature is bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments are recorded as liabilities on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such discounts are amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the derivative liabilities are recorded in other income or expenses in the condensed consolidated statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. See Note 5.

The Company valued the derivative liabilities at March 31, 2017, and 2016, at $1,645,015 and $1,955,721, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions for the year ended March 31, 2017; a risk-free interest rate of .76% and volatility of 225%. The assumptions used in the Monte Carlo simulation valuation for the year ended March 31, 2016 were; a risk free interest rate of 1.5% and a volatility of 300%.

F-20 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

A summary of the activity related to derivative liabilities for the year ended on March 31, 2017, and 2016, is as follows:

	2017			2016
Beginning Balance	$	1,955,721		$	824,763
Initial Derivative Liability		95,553			2,049,004
Reclassification for note conversions		(289,603	)		(1,073,408	)
Fair Value Change		(107,656	)		155,362
Ending Balance	$	1,654,015		$	1,955,721

For the year ended March 31, 2017, the Company recorded a net credit to derivative expense of $67,603 consisting of the initial derivative expense of $40,053 and the above fair value change of $107,656. For the year ended March 31, 2016, derivative expense of $942,280 was comprised of the initial derivative expense of $786,918 and the above fair value change of $155,362.

NOTE 7 - Stockholders' Deficit

Common stock

On May 31, 2016, the registrant filed Articles of Amendment to increase the number of shares of common stock the corporation is authorized to issue to 10,000,000,000.

On June 17, 2016, the Financial Industry Regulatory Authority ("FINRA") announced the registrant's 1:2,500 reverse stock split of the registrant's common stock. The reverse stock split took effect on June 20, 2016. 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.

As of March 31, 2017, and 2016, there were 2,053,703,772 and 998,236 shares of common stock issued and outstanding, respectively, and 1,221 shares of common stock to be issued.

During the year ended March 31, 2017, the Company issued 2,042,701,037 shares of common stock for conversion of $154,949 of principal and $47,537 of accrued interest, for a total of $202,486 and 4,499 shares were issued for rounding up in the reverse split

On August 1, 2016, the Company entered into a consulting agreement with YKTG, LLC ("YKTG"), pursuant to which YKTG would, in consideration of the issuance of 10,000,000 shares of Company common stock, assist in the selection and management of subcontractors for new and forthcoming POs from major telecom carries (Verizon, Sprint, AT&T, etc.), offer PMO skills, systems, tools, and advice to the Company and the Company's strategic alliance partners, provide sales personnel and management to assist the Company with obtaining additional telecom purchase orders, provide sales leads for government telecom applications, assist the Company to drive sales for its existing indefinite delivery/indefinite quantity ("IDIQ") contracts, and assist the Company in updating its five-year strategic business plan. On August 3, 2016, the Company issued the 10,000,000 shares to YKTG. The Company valued the shares at $0.0071 per share (the market price on the date of the consulting agreement), and recorded stock compensation expense of $71,000 for the year ended March 31, 2017, as no further services were expected to be performed after March 31, 2017.

During the year ended March 31, 2016, the Company issued 989,180 shares of common stock for conversion of $546,872 of principal and $28,847of accrued interest, for a total of $575,719.

In connection with the TCA Credit Agreement (See Note 4), the Company issued 1,412 shares of common stock, initially valued at $75,000 as an advisory fee payment (the “Advisory Fee”) and was obligated to issue additional shares until TCA has recouped $75,000 from the sale of the shares. The Company recorded the Advisory Fee and loan cost and fees of $114,400 as a discount to the TCA note and amortized the costs over the maturity of the note. Accordingly, for the years ended March 31, 2017, and 2016, the Company expensed $80,352 and $34,048, respectively, included in amortization of debt discount in the Statement of Operations presented herein.

During the year ended year ended March 31, 2016, the Company issued 59 shares of common stock for the shares of common stock to be issued that were to be issued as of March 31, 2015. The shares were valued at $55,480.

During the year ended year ended March 31, 2016, the Company issued 14 shares of common stock in exchange for legal services valued at $9,000.

F-21 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

On June 15, 2015, the Company issued 856 shares of common stock to Global pursuant to a settlement agreement. Due to the related party nature at the time of the Settlement Agreement, the $238 balance in Series A Convertible Preferred Stock and the debt forgiveness (see Note 3) was recorded as additional paid in capital.

On July 9, 2015, the Company issued 1,208 shares of common stock and reserved 224 shares of common stock to be issued, and issued 264,503 shares of Series B Preferred Stock to the owners of DCI, pursuant to the Asset Purchase Agreement (see below).

On July 20, 2015, the Company pursuant to a Settlement Agreement (the "Micro-Tech Settlement Agreement") with Micro-Tech Industries, Ltd., a lender and preferred shareholder of the Company ("Micro-Tech"). Micro-Tech owned 839,500 shares of the Company's shares of Series A Convertible Preferred Stock. Pursuant to the Micro-Tech Settlement Agreement, Micro-Tech agreed to immediately return the 839,500 shares of Series A Preferred Stock to the Company for cancellation and the Company agreed to issue 319 shares of common stock to Micro-Tech. The Company debited the par value of the Series A preferred stock of $84, with the offset to common stock to be issued. As of the date of this report Micro-Tech has not returned the Series A Preferred Stock and the Company has not certificated and delivered the 319 shares of common stock. As of March 31, 2017, and 2016, the Company has included 319 shares as common stock to be issued.

Also on July 20, 2015, the Company entered into a Settlement Agreement (the "Whonon Settlement Agreement") with Whonon Trading S. A., lender and preferred shareholder of the Company ("Whonon"). Whonon owned 1,783,000 shares of the Company's shares of Series A Convertible Preferred Stock. Pursuant to the Whonon Settlement Agreement, Whonon agreed to immediately return the 1,783,000 shares of Series A Preferred Stock to the Company for cancellation and the Company agreed to issue 678 shares of common stock to Whonon. The Company debited the par value of the Series A preferred stock of $178, with the offset to common stock to be issued. As of the date of this report Micro-Tech has not returned the Series A Preferred Stock and the Company has not certificated and delivered the 319 shares of common stock. As of March 31, 2017, and 2016, the Company has included 997 shares as common stock to be issued.

During the year ended March 31, 2016, the Company's CEO and another shareholder returned a total of 1,279 shares of common stock to the Company for cancellation in exchange for the issuance of 319,768 shares of Series C Preferred Stock.

During the year ended March 31, 2016, 347 shares were issued for rounding up in the reverse split.

Preferred Stock

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

Series A Convertible Preferred Stock.

5,000,000 shares of preferred stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”). Each share of Series A Convertible Preferred Stock is convertible at the election of the holder into 0.004 shares of common stock, subject to a 4.9% beneficial ownership limitation, but has no voting rights until converted into common stock. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the outstanding shares of Series A Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus funds or earnings, and before any payment is made in respect of the shares of Common Stock, an amount equal to $2.50 per share of Series A Convertible Preferred Stock, subject to adjustment for stock dividends, combinations, splits, recapitalizations and the like with respect to the Series A Convertible Preferred Stock, plus any and all accrued but unpaid dividends. The holders of Series A Convertible Preferred Stock are entitled to dividends when declared by the board of directors. As of ~~March~~December 31, ~~2017~~2018, and ~~2016~~2017, there are no shares of Series A Preferred Stock outstanding.

OnF-19 ~~June~~Table ~~15, 2015, pursuant to the Settlement Agreement with Global (see Note 3), Global returned 2,377,500 shares~~ of Series A Convertible Preferred Stock to the Company and the Company issued 856 shares of common stock to Global. Due to the related party nature at the time of the Settlement Agreement, the $238 balance in Series A Convertible Preferred Stock and the debt forgiveness was recorded as additional paid in capital. Contents

F-22 Table of Contents

BRAVATEK SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

On July 20, 2015, pursuant to the Micro-Tech Settlement Agreement, Micro-Tech agreed to immediately return 839,500 shares of Series A Preferred Stock they owned to the Company for cancellation and the Company agreed to issue 319 shares of common stock to Micro-Tech.

Also on July 20, 2015, pursuant to the Whonon Settlement Agreement, Whonon agreed to immediately return the 1,783,000 shares of Series A Preferred Stock they owned to the Company for cancellation and the Company agreed to issue 678 shares of common stock to Whonon.

Series B Preferred Stock

350,000 shares of preferred stock are designated as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at the election of the holder into .~~004~~01 shares of common stock, subject to a 4.9% beneficial ownership limitation. Series B Preferred Stock has no voting rights until converted into common stock. The holders of the Series B Preferred Stock do not have any rights to dividends or any liquidation preferences. As of ~~March~~December 31, ~~2017,~~2018 and ~~2016~~2017, there are 264,503 shares of Series B Preferred Stock outstanding.

On June 2, 2015, the Company entered into an Asset Purchase Agreement with Dependable Critical Infrastructure, Inc., f/k/a DTREDS Consolidated Inc., a Delaware corporation ("DCI"), a related party due to the Company’s Chief Executive Officer (“CEO”) owned approximately 30% of DCI, and Viking Telecom Services, LLC, a Minnesota limited liability company ("Viking"). Pursuant to the Agreement, the parties agreed that the Company would purchase assets of DCI relating to Viking which DCI had acquired from Viking (general intangibles, including contract rights, office furniture totaling $7,392, IBM server, 2011 Chevrolet Silverado 2500 Diesel truck for $35,608, and accounts receivable after January 1, 2015 totaling $0), in consideration of the Company (1) assuming limited liabilities associated with Viking (loan payment for Chevrolet truck with a principal balance of $36,202, loan payment to a third party of $5,000 per month for 11 months totaling $55,000), (2) issuing the owners of DCI a total of 2,489 shares of Company common stock valued at $740,000, and (3) paying DCI $200,000, which was paid on June 19, 2015, and an initial deposit of $59,204. Since the Company’s CEO owned approximately 30% of DCI, the Company recorded a loss on the acquisition of $1,044,817 for the year ended March 31, 2016. On July 9, 2015, the Company issued 1,208 shares of common stock, reserved 224 shares of common stock and issued 264,503 shares of Series B Preferred Stock to the owners of DCI, in lieu of 1,048 shares of common stock. The shares of Series B Preferred Stock are convertible into 1,048 shares of common stock (ignoring the 4.9% conversion limitation in the Series B designation of rights). The 224 shares reserved for issuance are included in common stock to be issued as of March 31, 2017, and 2016.

Series C Preferred Stock

1,000,000 shares of preferred stock are designated as Series C Preferred Stock. Each share of Series C Preferred stock is convertible at the election of the holder into ~~100~~.01 shares of common stock. On October 23, 2015, (the “Amendment Date”), the Company amended the terms and conditions of the Series C Preferred stock, whereby each share of Series C Preferred stock entitles the holder thereof to 10,000 votes ~~(the “Voting Rights”)~~ on all matters submitted to a vote of the stockholders of the Company., ~~The holders of~~ the ~~Series~~Company Cdetermined ~~Preferred~~that ~~stock~~on dothe ~~not~~Amendment ~~have~~Date, ~~any rights to dividends or any liquidation preferences. During~~ the ~~year~~amended ~~ended~~voting ~~March~~rights ~~31,~~of ~~2016,~~ the ~~Company's~~preferred ~~CEO~~stock ~~and~~resulted ~~another~~in ~~shareholder returned~~ a ~~total~~change of ~~1,279~~control ~~shares~~ of ~~common~~the ~~stock~~Company. toThe ~~the~~holders ~~Company~~of ~~for~~the ~~cancellation~~Series inC ~~exchange~~Preferred ~~for~~stock ~~the~~do ~~issuance~~not ofhave ~~319,768~~any ~~shares~~rights ofto ~~Series~~dividends Cor ~~Preferred~~any ~~Stock~~liquidation preferences. As of ~~March~~December 31, 2018, and 2017, there are 319,768 shares of Series C preferred stock outstanding, of which 223,768 shares are owned by our Chairman and CEO, Dr. Thomas Cellucci. ~~The~~On ~~Company~~October ~~determined~~30, ~~that~~2017, onDr. ~~the Amendment Date~~Cellucci, ~~the~~and ~~amended~~Carebourn ~~voting~~Capital ~~rights~~L.P. ofexecuted ~~the~~Amendment ~~preferred~~No.1 ~~stock~~to ~~resulted~~their inPledge aAgreement, ~~change~~whereby, ~~of control of the Company~~Dr. ~~The~~Cellucci, ~~Company~~as ~~determined~~collateral ~~that~~security, ~~the~~pledged ~~excess~~223,768 ofshares ~~the fair value~~ of ~~the~~his Series C Preferred Stock ~~over~~to ~~the~~Carebourn. ~~value~~As of ~~the~~December ~~common stock~~31, ~~for~~2018 ~~the~~and ~~223~~2017,~~768~~ ~~shares~~there ~~issued~~are ~~to the Company’s CEO was $208~~319,~~951.~~768 ~~The Company determined that the fair value of the other 96,000~~ shares of Series C Preferred Stock ~~did not exceed the fair value of the associated returned common stock~~outstanding. The fair value was determined as set forth in the Statement of Financial Accounting Standard ASC 820-10-35-37, Fair Value in Financial Instruments and incorporated the Voting Rights which had increased to approximately 64%

Series D Convertible Preferred Stock

On January 12, 2018, the Corporation amended its Articles of Incorporation (the “Articles of Amendment”) to designate a series of preferred stock, the “Series D Preferred Stock.” There were 100,000 shares of preferred stock designated as Series D Preferred Stock, $0.0001 par value. Each share of Series D Preferred Stock is convertible at the election of the holder into a number of shares of Corporation common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion, subject to a 4.99% beneficial ownership limitation. The holders of the Series D Preferred Stock do not have any rights to dividends or any liquidation preferences, and they do not have any voting rights prior to conversion into common stock. As of December 31, 2018, there are no shares of Series D Preferred Stock outstanding.

Series E Preferred Stock

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

Common stock

On May 31, 2016, the registrant filed Articles of Amendment to increase the number of shares of common stock the corporation is authorized to issue to 10,000,000,000.

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

During the year ended December 31, 2018, the Company issued 180,099 shares of common stock for conversion of $1,226,591 of principal and $55,742 of accrued interest, for a total of $1,282,433. On May 9, 2018, the Company agreed to issue 2,500 shares of the Company’s common stock to Triton Funds, LP’s (“Triton”) affiliate, Triton Funds LLC (See note 12). The shares were issued on May 18, 2018.

During the nine months ended December 31, 2017, the Company issued 598,697 shares of common stock for conversion of $1,470,005 of principal and $181,186 of accrued interest, for a total of $1,651,191.

F-20

Table of Contents

Stock Options

~~On July 23, 2015 (the “Grant Date”), the Company granted non-qualified stock options to two of its directors as compensation for their services.~~ The ~~directors~~following ~~are~~table ~~entitled~~summarizes toactivities ~~purchase~~related ~~a total of thirty (30) shares each of restricted common stock for a price equal~~ to $250.00 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12-month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the "Vesting Period"). As of March 31, 2017, none of the options have been exercised. The total fair value of these options at the date of grant was estimated to be $15,750 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk-free interest rate of 2.28%, a dividend yield of 0% and expected volatility of 230.55%. For the years ended March 31, 2017, and 2016, the Company has included $3,937 and $11,813, respectively, as stock ~~based compensation expense based on the period when~~ options ~~vested.~~:

F-23 Table of Contents

	Number of Options		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2017		1	$	11,030,000		7.19
Outstanding and exercisable at December 31, 2018		1	$	11,030,000		6.19

~~BRAVATEK~~The ~~SOLUTIONS~~following table summarizes stock option information as of December 31, ~~INC.~~2018:

NOTES TO FINANCIAL STATEMENTS

Exercise Prices		Outstanding		Weighted Average Contractual Life	Exercisable
$	75,000,000		-	3.13 Years		0
$	2,500,000		1	6.56 Years		0
Total			1	6.19 Years		1

MARCH 31, 2017

On August 26, 2015 (the “Grant Date”), the Company granted non-qualified stock options to a member of its board of directors as compensation for his services. The director is entitled to purchase a total of thirty (30) shares of restricted common stock for a price equal to $250.00 per share (Exercise Price), exercisable over a ten-year period thereafter. The option shall be vested during the 12-month period. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 25% of the Option in the aggregate may be exercised upon the mutual execution of this Agreement (ii) 50% of the Option in the aggregate may be exercised on or after the four month anniversary of the Grant Date; (iii) 75% of the Option in the aggregate may be exercised on or after the eight month anniversary of the Grant Date; and (iv) 100% of the Option in the aggregate may be exercised on or after the twelve month anniversary of the Grant Date (the twelve month period commencing on the Grant Date and ending on the twelve month anniversary of the Grant Date being referred to as the "Vesting Period"). As of March 31, 2017, none of the options have been exercised. The total fair value of these options at the date of grant was estimated to be $5,775 and was determined using the Black-Scholes option pricing model with an expected life of 10 years, a risk-free interest rate of 2.18%, a dividend yield of 0% and expected volatility of 230.25%. For the year ending March 31, 2017, and 2016, the Company has included $1,444 and $4,331, respectively, as stock based compensation expense.

The following table summarizes activities related to stock options of the Company for the years ended March 31, 2017, and 2016:

	Number of Options		Weighted-Average Exercise Price per share		Weighted-Average Remaining Life (Years)
Outstanding April 1, 2015		12	$	7,500		6.88
Granted		90		250		10.0
Outstanding at March 31, 2016		102	$	1,102.94		8.94
Exercisable at March 31, 2016		80		1,337.50
Outstanding and exercisable at March 31, 2017		102	$	1,102.94		7.94

The following table summarizes stock option information as of March 31, 2017:

Exercise Prices		Outstanding		Weighted Average Contractual Life	Exercisable
$	7,500.00		12	4.88 Years		12
$	250.00		90	8.35 Years		90
Total			102	7.94 Years		102

Warrants

~~On March 27, 2015, the Company granted a non-qualified cashless stock warrant to its officer as compensation for his services.~~ The ~~officer~~following istable ~~entitled~~summarizes to purchase a total of one thousand two hundred (1,200) shares of restricted common stock for a price equal to $750.00 per share (Exercise Price), exercisable over a five-year period thereafter. The total fair value of these warrants at the ~~date~~activity ofrelated ~~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%. As of March 31, 2017, the warrants ~~to purchase 1,200 shares of common stock are outstanding and exercisable.~~:

	Number of Warrants		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at December 31, 2017		1	$	4,470,000		2.49
Outstanding and exercisable at December 31, 2018		1	$	4,470,000		1.49

Note 10 - Income Taxes

At December 31, 2018 and 2017, the significant components of the deferred tax assets are summarized below:

	2018			2017

Deferred income tax asset
Net operation loss carryforwards	$	1,450,362		$	1,130,450
Total deferred income tax asset		1,450,362			1,130,450
Less: valuation allowance		(1,450,362	)		(1,130,450	)
Total deferred income tax asset	$	-		$	-

F-21

Table of Contents

The valuation allowance increased by $319,912 in 2018 as a result of the Company generating additional net operating losses. The valuation allowance decreased by $132,144 in 2017 of which $495,045 as a result of the change in the corporate tax rate from 34% to 21% offset by an increase of $362,901 was a result of the Company generating additional net operating losses. The Company’s net operating loss carryforward of approximately $6,300,000 begin to expire in 2029.

Income tax expense reflected in the statements of statement of operations consist of the following for 2018 and 2017:

	2018		2017
Current
Federal	$	-	$	-
State		-		-
		-		-
Deferred
Federal		-		-
State		-		-
		-		-

Income tax expense	$	-	$	-

The reconciliation of the effective income tax rate to the federal statutory rate for 2018 and 2017 is as follows:

	2018						2017
	Amount			Percent			Amount			Percent

Federal statutory rates	$	(1,678,770	)		21.0	%	$	(3,342,692	)		34.0	%
Permanent differences		1,358,859			-17.0	%		3,011,929			-30.6	%
Valuation allowance against net deferred tax assets		319,912			-4.0	%		330,763			-3.4	%
Effective rate	$	-			0.0	%	$	-			0.0	%

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its statements of operations. There were no interest or penalties accrued as of December 31, 2018 and 2017.

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Note 11 – Commitments and Contingencies

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

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

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

During October of 2018, Adar Bays, LLC (“Adar”), one of the Company’s lenders holding approximately $636,371.20 in convertible notes, sent two demand letters to the Company noting the Company in default for the Company’s failure to (i) repay the notes at maturity, (ii) honor a partial conversion of the notes, and (iii) reserve sufficient shares for issuance upon conversion of the notes. The Company retained litigation counsel, which responded to Adar’s counsel, and on or about November 9, 2018, Adar’s manager and the Company’s CEO agreed to headline settlement terms. The parties reached a settlement agreement on or about December 3, 2018, in which Bravatek agreed to reserve 100,000,000 shares of common stock for issuance to Adar upon Adar’s conversion of its convertible notes.

On or about February 11, 2019, the Company received notice from the United States Department of the Treasury Internal Revenue Service (“IRS”) regarding unpaid employment tax liability. The Company paid the requisite amount of $16,363 on or about April 9, 2019, and the IRS provided the Company notice on or about April 17, 2019, that the Company had satisfied its obligations and that the IRS statutory tax lien had been released.

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Strategic Alliance Agreements

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

On January 5, 2018, the Company entered into a Strategic Alliance Agreement with QBRICS, Inc. (“QBRICS"), a corporation organized under the laws of Delaware engaged in providing customized private blockchain platforms and solutions for governmental and non-governmental departments / agencies / units for the purpose of promoting QBRICS’s relevant capabilities, products and/or service solutions, and pursuant to which QBRICS will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with QBRICS, and delivered through the Company or a QBRICS-designated distribution affiliate or sales channel. As of December 31, 2018, the Company has not recognized any revenue or expenses related to this agreement.

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

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

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

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

~~MARCH~~On March 14, 2018, the Company entered into a Strategic Alliance Agreement with OrangeHook, Inc. (“OrangeHook”), a Florida corporation engaged in the business of providing identification authentication and credentialing software, for the purpose of promoting OrangeHook’s relevant capabilities, products and/or service solutions, and pursuant to which OrangeHook will cross-promote the Company’s products and services, and the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, registered with OrangeHook, and delivered through the Company or a OrangeHook-designated distribution affiliate or sales channel. As of December 31, ~~2017~~2018, the Company has not recognized any revenue or expenses related to this agreement.

On ~~August~~March 1728, ~~2015~~2018, the Company ~~issued~~entered ~~2,063~~into ~~warrants~~a inStrategic ~~conjunctions~~Alliance Agreement with Center for Threat Intelligence, LLC (“Center”), a ~~convertible~~Washington ~~note~~limited ~~issued~~liability bycompany engaged in the ~~Company~~business ~~with~~of anproviding ~~estimated~~critical ~~value~~threat ofintelligence ~~$412~~training,~~698.~~ ~~The~~for ~~warrants~~the ~~have~~purpose anof ~~exercise~~promoting ~~price~~Center’s ofrelevant ~~$270.00~~capabilities, ~~subject~~products and/or service solutions, and pursuant to ~~adjustment~~which Center will cross-promote the Company’s products and services, and ~~expire~~the onCompany ~~August~~will 17be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the Company, ~~2020~~registered with Center, and delivered through the Company or a Center-designated distribution affiliate or sales channel. As of ~~March~~December 31, ~~2017~~2018, the ~~warrants~~Company tohas ~~purchase~~not ~~2,063~~recognized ~~shares~~any ofrevenue ~~common~~or ~~stock~~expenses ~~are~~related ~~outstanding~~to ~~and~~this ~~exercisable~~agreement.

~~For~~On May 11, 2018, the ~~year~~Company ~~ended~~entered ~~March~~into 31a Strategic Alliance Agreement with KP Consulting, ~~2017~~a Guam-based systems integration consulting services business. Pursuant to the agreement, the Company ~~did~~will ~~not~~offer ~~grant~~a ~~any~~business ~~warrants,~~advisory ~~and~~role ~~there~~to ~~were~~KP noConsulting ~~exercises~~for ofprospective ~~any~~clients ~~existing~~in ~~warrants~~the private and public sectors. ~~The~~KP ~~following~~Consulting ~~table~~will ~~summarizes~~cross-promote the ~~activity~~Company’s ~~related~~products toand ~~warrants~~services, ofand the Company will be paid sales commissions in the range of 10%-20% of project revenue for clients introduced by the ~~year~~Company, ~~ended~~registered ~~March~~with KP Consulting. As of December 31, ~~2017~~2018, ~~and~~the ~~2016:~~Company has not recognized any revenue or expenses related to this agreement.

	Number of Warrants			Weighted-Average Exercise Price per share			Weighted-Average Remaining Life (Years)
Outstanding April 1, 2015		1,266		$	870			5.00
Granted		2,063			270			5.00
Cancelled/expired		(66	)		(3,049	)		-
Outstanding at March 31, 2016		3,263		$	446.52			4.24
Outstanding and exercisable at March 31, 2017		3,263		$	446.52			3.24

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

NOTE 8 - Income Taxes

The Company has a deferred tax asset as shown in the following:

	2017			2016
Deferred tax asset:
Tax loss carryforward	$	4,068,832		$	3,833,589
Stock and warrant compensation		733,673			704,167
Depreciation and amortization		954,834			710,023
Derivative expense		492,024			518,139
Other		461,558			461,558
Valuation allowance		(6,710,921	)		(6,227,476	)
Net deferred tax asset	$	-		$	-

A valuation allowance has been recognized to offset the deferred tax assets because realization of such assets is uncertain.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:

	2017			2016
Tax benefit at statutory rates	$	483,445		$	3,064,131
Valuation allowance	$	(483,445	)	$	(3,064,131	)
Net provision for income taxes	$	-		$	-

Reconciliation of the differences between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended March 31, 2017 and 2016 is as follows:

	2017		2016
Income tax expense (benefit) at federal statutory rate	(34.00%)		(34.00%)
State taxes, net of federal benefit	(4.63%)		(4.63%)
Change in valuation allowance		38.63%		38.63%

The Company has net operating loss carry-forwards of approximately $11,967,000 at March 31, 2017, that expire beginning in 2026. However, utilization of these losses may be limited pursuant to Section 382 of the Internal Revenue Code due to a recapitalization and subsequent stock issuances.

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~~BRAVATEK~~Joint ~~SOLUTIONS,~~Venture ~~INC.~~Agreements

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

~~MARCH 31, 2017~~Other

~~NOTE~~On 9July -10, ~~Commitments~~2017, the Company filed an Affidavit of Claim in the amount of $552,444 with The Hanover Insurance Company (“Hanover”) as surety for YKTG, LLC (“YKTG”), related to YKTG’s alleged breaches of contract and ~~Contingencies~~failure to cure. Hanover denied the claim on the basis that the Company did not render “labor, materials and equipment” to YKTG relating to the YKTG construction contract for which Hanover was surety, and the Company is evaluating its options for legal recourse.

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

~~The~~On May 9, 2018, the Company isentered ~~not~~into an Equity Purchase Agreement (the “EPA”) with Triton Funds, LP (“Triton”) for $500,000, which EPA was amended effective as of August 30, 2018. Triton, a ~~party~~new fund launched by students at the University of California, San Diego (UCSD), is making the investment to ~~any~~drive ~~significant~~the ~~pending~~continued ~~legal~~expansion ~~proceedings~~of ~~other~~BVTK’s ~~than~~proprietary astechnology ~~disclosed~~which ~~below~~assists corporate entities, governments, and noindividuals ~~other~~in ~~such~~protecting ~~proceedings~~their ~~are~~organizations ~~known~~against errors, as well as cyber and physical attacks. Pursuant to the EPA, each closing for Capital Call Shares shall occur on the date that is 5 business days following the date that the Investor receives Capital Call Shares from the Company. The purchase price for the shares to be ~~contemplated~~paid by Triton at each closing shall be 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 trading days prior to a closing date. NoTriton’s ~~director~~obligation to purchase Capital Call Shares is subject to several conditions, ~~officer~~including or(i) ~~affiliate~~that the Company has filed a registration statement with the SEC registering the Capital Call Shares within 130 days from the date of the ~~Company~~amended EPA, and no(ii) ~~owner~~that the purchase of ~~record~~Capital orCall ~~beneficial~~Shares ~~owner~~shall ofnot cause Triton to own more than 54.099% of the ~~securities~~outstanding shares of the Company’s common stock. On October 26, or2018, ~~any~~the ~~associate~~Company offiled ~~any~~the ~~such~~registration ~~director~~statement, ~~officer~~but orit ~~security~~has ~~holder~~not isbeen adeclared ~~party~~effective. ~~adverse~~In toconnection with the ~~Company~~EPA, orthe ~~has~~Company aissued ~~material~~25,000,000 ~~interest~~shares ~~adverse~~common stock to ~~the~~Triton’s ~~Company~~affiliate, inTriton ~~reference~~Funds toLLC, ~~pending~~on ~~litigation~~May 18, 2018.

OnManagement orand ~~about April 13, 2015,~~ the ~~Company~~Board ~~was~~of ~~served~~Directors ~~with~~believes ait ~~lawsuit~~is ~~filed~~owed bymonies ~~an individual residing~~ in the ~~State~~following ofamounts, ~~California~~by ~~against~~ the ~~Company~~following ~~and numerous other defendants~~firms, ~~with~~for abreaches ~~cause~~ of ~~action~~executed ~~against~~agreements of the ~~Company~~given ~~for~~party. ~~its~~None ~~alleged~~of ~~participation in sending "spam" emails to~~ the ~~individual.~~amounts ~~The~~below ~~Company~~are ~~did~~included ~~not participate~~ in ~~sending~~the ~~any~~assets ~~emails~~of to the ~~individual,~~Company ~~retained~~reflected ~~California~~on ~~litigation~~its ~~counsel,~~balance ~~and filed a demurrer in California~~sheet. ~~On,~~In orApril ~~about,~~of ~~June 3~~2018, ~~2015,~~ the Company ~~entered~~engaged ~~into~~ a ~~settlement~~law ~~agreement,~~firm ~~and the case against the Company was subsequently dismissed with prejudice. Pursuant~~ to ~~the~~pursue ~~settlement~~collections ~~agreement~~of the ~~Company paid $7,500.~~following:

On January 27, 2016, one of the Company’s creditors, JSJ Investments Inc. (“JSJ”), sent a demand for payment of amounts allegedly owed by the Company to JSJ pursuant to a convertible note dated January 19, 2015, in the original principal amount of $100,000, and threatening potential legal action against the Company. On or about September 5, 2017, JSJ assigned its interest in the note to Carebourn Partners, LLC, and the Company and JSJ mutually released each other from all claims.

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

On September 6, 2016, TCA commenced an action against the Company and the Company’s CEO, Dr. Cellucci, as “validity guarantor,” filed in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, for amounts owed to TCA by the Company under their revolving credit agreement with the Company. On April 21, 2017, the Company, Dr. Cellucci and TCA executed a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $2,500 by April 30, 2017, $2,500 by May 31, 2017, and $405,357 on or before June 16, 2017. The Company fully complied with its obligations under the settlement agreement, paying TCA all amounts owed thereunder within the times required, and the case has now been dismissed.

On or about December 7, 2016, Bears Global Construction Holdings LLC (“Bears”) commenced an action against the Company in the County Court at Law No. 1 for Travis County, Texas, the Company denied liability and filed a counterclaim and motion to dismiss, and the parties entered into a settlement agreement on or about February 23, 2017, whereby they each released the other party from all claims. The case was subsequently dismissed.

NOTE 10 - Subsequent Events

From April 1, 2017, through September 27, 2017, the Company has issued 5,477,480,814 shares of common stock in satisfaction of $1,107,987 and $190,701 of principal and accrued interest, respectively, pursuant to conversion notices received by the Company from convertible debt holders.

From April 1, 2017 through September 27, 2017, our CEO has advanced to the Company, or made payments directly to vendors of the Company, in the aggregate $22,801. On May 4, 2017, and August 11, 2017, the Company repaid our CEO $38,151 and $11,500, respectively, of amounts previously advanced.

On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back-end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six- month anniversary of the note the conversion price shall have ceiling of $0.0005. The three convertible notes were funded on May 1, 2017, when the Company received proceeds of $111,625, after disbursements for the lender’s transaction costs, fees and expenses. On August 8, 2017, the investor funded the $25,000 back end note when the Company received $23,750 after disbursements for the lender’s transaction costs, fees and expenses.

On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back-end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six- month anniversary of the note the conversion price shall have ceiling of $0.0005. The three convertible notes were funded on April 28, 2017, and May 3, 2017, when the Company received proceeds of $85,000 and $26,625, respectively, after disbursements for the lender’s transaction costs, fees and expenses. On August 8, 2017, the investor funded the $25,000 back end note when the Company received $23,750 after disbursements for the lender’s transaction costs, fees and expenses.

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Table of Contents

~~BRAVATEK~~Note ~~SOLUTIONS,~~12 ~~INC.~~– Subsequent Events

~~NOTES~~The TOCompany ~~FINANCIAL~~has ~~STATEMENTS~~evaluated subsequent events from December 31, 2018, through the date of filing this Form 10K, and determined there are no other items to disclose other than those disclosed herein or below:

~~MARCH~~On 31January 3, ~~2017~~2019, the Company issued 10,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $5,500 portion of, the Company’s convertible promissory note issued to Adar on December 19, 2014.

On ~~May~~January 27, ~~2017~~2019, the Company ~~issued~~entered into a ~~convertible~~Strategic ~~note~~Alliance ~~for~~Agreement ~~legal~~with ~~services~~Optimized ~~previously~~Fuel ~~provided~~Technologies, ~~with~~ a ~~face~~Wyoming ~~value~~corporation ofengaged ~~$23,000~~in ~~and~~the ~~stated~~business ~~interest~~of of ~~10%~~manufacturing toand adistributing ~~third-party~~Electric ~~investor.~~Vehicles, ~~The~~for ~~note~~the ispurpose ~~convertible~~of ~~into~~developing a ~~variable~~joint ~~number~~Product ofSolution ~~the~~and ~~Company's~~Application ~~common~~Strategy ~~stock,~~whereby ~~based~~targeted onmarkets, apotential ~~conversion~~clients, ~~ratio~~and oftypes ~~70%~~ of ~~the~~applications ~~average~~can ofbe ~~the three lowest closing bid prices for 10 days prior to conversion~~developed.

On ~~May~~January 317, ~~2017~~2019, the Company issued ~~a convertible promissory note~~51,811 ~~with~~shares ~~a face value~~ of ~~$124,775~~common ~~and~~stock ~~stated interest of 10%~~ to aAdar ~~third-party~~Bays ~~investor.~~in ~~The~~partial ~~note~~satisfaction isof ~~convertible~~its atobligations ~~any~~under, ~~time~~and ~~after ninety days following~~ the ~~funding~~holder’s ofelection ~~the~~to ~~note~~convert ~~into~~ a ~~variable~~$7,409 ~~number~~portion of, the Company'’s ~~common~~convertible ~~stock,~~promissory ~~based~~note onissued ~~a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior~~ to ~~conversion.~~Adar ~~The note was funded~~ on May 43, 2017~~, when the Company received proceeds of $100,000, after disbursements for the lender’s transaction costs, fees and expenses~~. ~~The note also requires 240 daily payments of $520 per day via ACH.~~

On ~~May~~January 322, ~~2017~~2019, the Company issued ~~three~~45,335 ~~replacement~~shares ~~notes~~of tocommon astock ~~third-party~~to ~~investor.~~Carebourn ~~The replacement notes were~~ in ~~the~~partial ~~amounts~~satisfaction of ~~$22,000,~~its ~~$29,700~~obligations ~~and $25~~under,~~300~~ and ~~replaced notes issued in~~ the ~~amounts~~holder’s ofelection ~~$20,000,~~to ~~$27,000~~convert ~~and~~a $238,~~000,~~750 ~~respectively.~~portion ~~The three replacement notes have a stated interest~~ of 8%principal and ~~each~~$11,741.51 ~~note is convertible at any time into a variable number~~ of interest, the Company'’s ~~common~~convertible ~~stock,~~promissory ~~based~~note onissued ~~a conversion ratio of 55% of the lowest traded price for 20 days prior~~ to ~~conversion.~~Carebourn ~~Beginning~~ on ~~the~~December ~~six-month anniversary of the notes the conversion price shall have ceiling of $0.0005. As of June 30~~26, 2017~~, the principal balance of the three replacement notes in the aggregate is $77,000~~.

On ~~June~~January 626, ~~2017~~2019, the Company ~~entered~~issued ~~into a Strategic Alliance Agreement with HelpComm~~59,671 ~~Inc.~~shares ~~(“HelpComm”),~~of acommon ~~telecom~~stock ~~construction services corporation located in Manassas, Virginia, pursuant~~ to ~~which~~Adar ~~(i)~~Bays ~~the Company will provide at least $200,000~~ in ~~business~~partial ~~expansion~~satisfaction ~~funding to HelpComm within ten (10) business days~~ of ~~execution~~its ofobligations ~~the agreement~~under, and ~~40% of profits from services performed by HelpComm pursuant to receipt of~~ the ~~expansion~~holder’s ~~funding~~election ~~from the Company will be allotted~~ to ~~the~~convert ~~Company,~~a ~~(ii) the Company will provide HelpComm up to an additional~~ $~~100~~8,~~000~~533 ofportion ~~expansion funding per fiscal quarter~~of, ~~(ii) HelpComm will provide job-related purchase orders to~~ the Company ~~for administration, accounting and fund distribution, (iii) the Company will provide project management and sales services to HelpComm, and (iv) the parties will support each other~~’s ~~marketing~~convertible ~~and~~promissory ~~promotional~~note ~~efforts.~~issued ~~The Company remitted the $200,000~~ to ~~HelpComm~~Adar on ~~June~~May 263, 2017.

On ~~June~~March 825, ~~2017~~2019, the Company ~~issued~~entered tointo a ~~third-party~~Strategic ~~investor~~Alliance aAgreement ~~convertible~~with ~~promissory~~MC ~~note~~Smart ~~for $140~~Controls,~~750~~ ~~and~~ a ~~back-end~~Utah ~~convertible~~corporation ~~note~~engaged ~~for~~in ~~$140,750.~~the ~~The~~business ~~notes~~of ~~have~~providing aengineering, ~~stated~~design, ~~interest~~manufacturing, ofsales, 8%marketing, and ~~each~~installation ~~note is convertible at any time following the funding~~ of ~~such~~irrigation ~~note into a variable number of the Company's common stock~~controls, ~~based~~water onflow asensors ~~conversion~~and ~~ratio~~IIOT of(Industrial ~~55%~~Internet of ~~the~~Things) ~~lowest~~technology, ~~traded price~~ for ~~20 days prior to conversion. Beginning on~~ the ~~six-month~~purpose ~~anniversary~~developing ofand ~~the~~implementing ~~note~~joint ~~the~~Product ~~conversion~~Solution ~~price~~and ~~shall~~Application ~~have~~Strategy ~~ceiling~~for oftargeted ~~$0.0005. The note was funded on June 15~~markets, ~~2017,~~potential ~~when the Company received proceeds of $135~~clients,~~000,~~ ~~after disbursements for the lender’s transaction costs, fees~~ and ~~expenses~~applications.

On ~~June~~March 826, ~~2017~~2019, the Company issued to42,937 ashares ~~third-party~~of ~~investor~~common astock ~~convertible~~to ~~promissory~~Adar ~~note~~Bays ~~for~~in ~~$140,750~~partial ~~and~~satisfaction aof ~~back-end~~its ~~convertible~~obligations ~~note for $140~~under,~~750.~~ ~~The notes have a stated interest of 8%~~ and ~~each note is convertible at any time following~~ the ~~funding~~holder’s ofelection ~~such~~to ~~note,~~convert ~~convertible into~~ a ~~variable~~$6,058 ~~number~~portion of, the Company'’s ~~common~~convertible ~~stock,~~promissory ~~based~~note onissued ~~a conversion ratio of 55% of the lowest traded price for 20 days prior~~ to ~~conversion.~~Adar ~~Beginning~~ on ~~the~~May ~~six-month anniversary of the note the conversion price shall have ceiling of $0.0005. The note was funded on June 15~~3, 2017~~, when the Company received proceeds of $135,000, after disbursements for the lender’s transaction costs, fees and expenses~~.

On ~~June~~March 926, ~~2017~~2019, the Company issued ~~a convertible promissory note~~64,971 ~~with~~shares ~~a face value~~ of ~~$165,025~~common ~~and~~stock ~~stated interest of 10%~~ to aAdar ~~third-party~~Bays ~~investor.~~in ~~The~~partial ~~note~~satisfaction isof ~~convertible~~its atobligations ~~any~~under, ~~time~~and ~~after ninety days following~~ the ~~funding~~holder’s ofelection ~~the~~to ~~note~~convert ~~into~~ a ~~variable~~$13,185 ~~number~~portion of, the Company'’s ~~common~~convertible ~~stock,~~promissory ~~based~~note onissued ~~a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior~~ to ~~conversion.~~Adar ~~The note was funded~~ on May 123, 2017~~, when the Company received proceeds of $135,000, after disbursements for the lender’s transaction costs, fees and expenses~~. ~~The note also requires 240 daily payments of $680 per day via ACH.~~

On ~~June~~March 2326, ~~2017~~2019, the Company ~~issued~~entered ainto ~~convertible promissory note, with~~ a ~~face~~Non-Binding ~~value~~Letter of ~~$262,775~~Intent ~~and~~with ~~stated~~Superior ~~interest~~Innovation ofTechnology ~~10%~~Capital to acreate ~~third-party investor. The note is convertible at any time after ninety days following the funding of the note into~~ a ~~variable~~possible ~~number~~Joint ofVenture ~~the~~or ~~Company's~~Merger ~~common stock, based on a conversion ratio~~ of ~~60%~~Superior ofInnovation ~~the~~Technology average of the three lowest closing bid prices for 20 days prior to conversion. The note was funded on June 23, 2017, when the Company received proceeds of $220,000, after disbursements for the lender’s transaction costs, fees and ~~expenses~~Bravatek. ~~The note also requires 180 daily payments of $1,460 per day via ACH.~~

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

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

F-27

Table of Contents

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

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

~~MARCH~~On 31May 3, ~~2017~~2019, the Company entered into a Strategic Alliance Agreement with Neotericon, LLC, a New Hampshire corporation engaged in the business of providing novel materials for use in energy generation and storage, substance detection and analysis, chemical manufacture, and secure identification of materials, for the purpose of developing a project-based channel for governmental and non-governmental departments, agencies, or units to promote Neotricon’s capabilities, products and/or service solutions.

On ~~July~~May 10, ~~2017~~2019, the Company ~~filed~~entered aninto ~~Affidavit~~a ofStrategic ~~Claim~~Alliance inAgreement with HS Today, a nonprofit, nonpartisan media outlet dedicated to informing and supporting the ~~amount~~efforts of ~~$552~~public,~~444~~ ~~with~~private, ~~The~~nonprofit, ~~Hanover~~and ~~Insurance~~academic ~~Company~~organizations asand ~~surety~~practitioners ~~for~~engaged ~~YKTG,~~in ~~related~~homeland tosecurity ~~YKTG’s~~mission, ~~alleged~~for ~~breaches~~the purpose of ~~contract~~regularly ~~and~~featuring ~~failure~~advertisements from the Company related to ~~cure~~its cybersecurity software enterprise and consumer solutions.

On ~~July~~May 1215, ~~2017~~2019, the Company ~~entered~~issued ~~into~~a convertible promissory note, with a ~~Settlement~~face ~~Agreement~~value ~~and~~of ~~Mutual~~$52,500, ~~Release~~maturing ~~with~~on aMay ~~holder~~15, 2020 and stated interest of 8% to a ~~note~~third-party ~~payable~~investor. The ~~Company~~note ~~paid~~is ~~$9,000~~convertible ~~and~~at ~~mutual~~any ~~releases~~time ~~between~~following the ~~parties,~~funding inof ~~full~~the ~~settlement~~note into a variable number of the ~~note~~Company’s ~~payable~~common stock, based on a conversion ratio of $60% of the average of the three lowed trading prices quotes for 20~~,000~~ days prior to conversion.

On ~~July~~June 253, ~~2017~~2019, the Company entered into a ~~Settlement~~Strategic Alliance Agreement with aEmmet ~~vendor~~Harvest ~~regarding~~LLP, ~~previous~~a ~~services~~corporation ~~provided~~organized byunder the ~~vendor~~laws toof Kazakhstan, engaged in the ~~Company.~~business ~~The~~of ~~parties~~providing ~~agreed~~novel, tohigher ~~settle~~yield ~~the~~metal-leaching ~~outstanding~~processes, ~~liability~~for the purpose of ~~$6,545~~forming a project-based business partnership channel for $1governmental and non-governmental departments,~~348~~ agencies, ~~which~~or ~~the~~units ~~Company~~to ~~remitted~~promote toEmmet ~~the~~Harvest’s ~~vendor~~relevant onproducts ~~July~~and/or ~~25,~~service ~~2017~~solutions.

OnF-28 ~~August~~Table ~~1, 2017, Dr. Cellucci as collateral security, pledged 111,884 shares~~ of his Series C Preferred Stock to the convertible promissory notes issued to Carebourn on the following dates and amounts; February 8, 2016 $80,000, March 24, 2016, $19,000, June 3, 2016, $42,350, May 3, 2017, $124,775, June 9, 2017, $165,025 and June 23, 2017, $262,775. This pledge replaces the pledge dated March 23, 2016. Contents

OnNote ~~August~~13 1,– ~~2017,~~Restatement ~~the Company issued a convertible promissory note, with a face value~~ of ~~$181,700,~~Previously ~~maturing~~Issued onFinancial February 1, 2018 (the “Maturity Date”) and stated interest of 10% to More Capital. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices quoted for the 20 days prior to conversion. The note was funded on August 3, 2017, when the Company received proceeds of $150,000, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires daily ACH payments beginning on September 5, 2017, in the amount equal to the remaining balance on September 5, 2017, divided by the remaining days to the Maturity Date. As of September 27, 2017, the lender has converted $130,351 of the note in exchange for 141,330,143 restricted shares of common stock. As of September 27, 2017, the note balance is $51,349.Statements

OnEffective ~~August~~January 21, ~~2017~~2018, the Company ~~entered~~acquired ~~into~~all aof ~~Strategic~~the ~~Alliance~~issued ~~Agreement,~~and ~~dated~~outstanding ~~August~~shares 3,of ~~2017,~~HELPCOmm. ~~with~~Inc. ~~ProActive IT~~ (“~~ProActive~~HelpComm”), ana ~~Illinois~~telecom construction and services corporation ~~that~~located ~~provides~~in ~~information~~Manassas, ~~technology~~Virginia, ~~products~~in exchange for $25,000 of cash and ~~services~~100,000 ~~designating~~shares ~~ProActive~~of asSeries D Convertible Preferred Stock (the ~~Company’s~~“Acquisition”). ~~sales~~On ~~agent~~March ~~for~~12, ~~government~~2019, ~~departments/agencies/units~~the Company and ~~privately~~HelpComm ~~owned~~entered into a Rescission, Settlement and ~~publicly~~Confidentiality ~~traded~~Agreement ~~companies~~with ~~within~~Mutual Releases, whereby the ~~State~~acquisition of ~~Illinois~~HelpComm was fully rescinded effective retroactive to January 1, ~~and~~2018. ~~providing~~The ~~for~~Company ~~the~~has ~~cross-promotion~~restated ofits ~~the~~previously ~~parties’~~issued ~~products~~December ~~and~~31, ~~services~~2017 financial statements. The adjustments to the previously issued financial statements reflect the following:

~~On August 7, 2017, the Company issued~~ a) ~~convertible~~remove ~~promissory~~all ~~note,~~transactions ~~with~~related ~~a face value of $223,422 and stated interest of 10%~~ to Carebourn. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the average of the three lowest trading prices for the 20 days prior to conversion. The note was funded on August 9, 2017, when the Company received proceeds of $186,280, after disbursements for the lender’s transaction costs, fees and expenses. The note also requires 240 daily payments of $931 per day via ACH.HelpComm

~~On August 10, 2017, the Company entered into a Strategic Alliance Agreement, dated August 10, 2017, with CrucialTrak Inc. (“CrucialTrak”~~b), aremove ~~Texas~~interest ~~corporation~~accrued ~~engaged~~ in ~~providing~~error ~~identification~~on ~~technology that delivers improved security with effective use of servers and workstations for the purpose of identifying those entering~~ a ~~building,~~settlement ~~office~~amount orthat ~~other~~was ~~secured space. The Strategic Alliance Agreement designates the Company as the project~~non-interest based business partnership channel for government departments, agencies and units for the purpose of promoting CrucialTrak’s relevant products and service solutions delivered through CrucialTrak’s designated distribution affiliate(s) or channel(s).bearing

Inc) ~~August~~change ~~2017,~~value ~~the~~of ~~Company~~derivative ~~entered~~liability ~~into~~based ~~three~~on ~~Settlement Agreements with vendors that were owed in~~ the ~~aggregate~~Black-Scholes ~~$94,524.~~model ~~Pursuant to the three Settlement Agreements, in August 2017, the Company remitted $48,113 in the aggregate to the three vendors.~~

On August 25, 2017, the Company entered into a Strategic Alliance Agreement, dated August 24, 2017, with AmbiCom Holdings Inc. (“AMBICOM”), a Nevada corporation engaged in acquiring and investing in technology, designating the Company as AMBICOM’s non-exclusive sales lead finder and project-based business partnership channel for governmental and non-governmental departments, agencies and units, for the purpose of promoting AMBICOM’S technologies, and pursuant to which AMBICOM will cross-promote the Company’s products and services, the Company will investigate and propose new joint investment opportunities for AMBICOM and the Company, and the Company will be paid sales commissions for clients introduced to AMBICOM by the Company.

BRAVATEK SOLUTIONS, INC.
BALANCE SHEET
As of December 31, 2017

	As Previously
	Filed			Adjustments			As Restated


CURRENT ASSETS
Cash	$	189,357		$	-		$	189,357
Accounts receivable		24,897			(14,897	)a		10,000
Prepaid expenses and other current assets		48,080			(25,019	)a		23,061
TOTAL CURRENT ASSETS		262,334			(39,916	)		222,418

Property and equipment, net		21,634			-			21,634
Intangible assets, net		133,929			(86,027	)a		47,902

TOTAL ASSETS	$	417,897		$	(125,943	)	$	291,954

CURRENT LIABILITIES
Convertible notes payable, net of discounts	$	797,797		$	-		$	797,797
Notes payable		830,788			-			830,788
Accounts payable and accrued liabilities		64,023			-			64,023
Accounts payable, related party		318,179			-			318,179
Accrued interest		335,258			(40,110	)b		295,148
Derivative liabilities		5,331,567			(1,489,356	)c		3,842,211
TOTAL CURRENT LIABILITIES		7,677,612			(1,529,466	)		6,148,146

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Series B preferred stock		26			-			26
Series C preferred stock		32			-			32
Common stock		5,385,977			-			5,385,977
Common stock to be issued		66,917			-			66,917
Additional paid in capital		17,370,682			920,975	c		18,291,657
Accumulated deficit		(30,083,349	)		482,548	c		(29,600,801	)
TOTAL STOCKHOLDERS' DEFICIT		(7,259,715	)		1,403,523			(5,856,192	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	417,897		$	(125,943	)	$	291,954

On September 5, 2017, the Company entered into a Strategic Alliance Agreement with DarkPulse Technology Holdings, Inc. (“DarkPulse”), a New York corporation engaged in manufacturing hardware and software based on its BOTDA (Brillouin Optical Time Domain Analysis) technology, designating the Company as DarkPulse’s projectF-~~based~~29 ~~business~~Table ~~partnership channel for governmental and non-governmental departments, agencies and units, for the purpose~~ of promoting DarkPulse’s products, and pursuant to which DarkPulse will cross-promote the Company’s products and services, and the Company will be paid sales commissions for clients introduced to DarkPulse by the CompanyContents

F-28

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
For the Nine Months Ended December 31, 2017

	As Previously
	Filed			Adjustments			As Restated

REVENUES
Sales, related party	$	64,897		$	(14,897	)a	$	50,000
Cost of services		4,367			-			4,367
GROSS PROFIT (LOSS)		60,530			(14,897	)		45,633

OPERATING EXPENSES
Selling expenses		9,150			-			9,150
General and administrative		691,703			(113,954	)a		577,749
Research and development		5,488			-			5,488
TOTAL OPERATING EXPENSES		706,341			(113,954	)		592,387

OPERATING LOSS		(645,811	)		(99,057	)		(546,754	)

OTHER INCOME (EXPENSES)
Interest expense		(363,000	)		-			(363,000	)
Interest expense related party		(7,965	)		-			(7,965	)
Gain on Settlement of interest		-			40,110	b		40,110
Loss on investment in joint venture		(25,000	)		-			(25,000	)
Other income		1,000			-			1,000
Loss on failed acquisition		-			(225,000	)a		(225,000	)
Gain (loss) on fair value of derivatives		(8,603,969	)		1,099,903	c		(7,504,066	)
Gain (loss) on extinguishment of debt		63,727			-			63,727
Amortization of debt discount		(1,264,498	)		137,099	c		(1,264,498	)
TOTAL OTHER INCOME (EXPENSE), NET		(10,336,804	)		1,052,112			(9,284,692	)

NET LOSS	$	(10,982,615	)	$	1,151,169		$	(9,831,446	)

F-30

Table of Contents

BRAVATEK SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2017

	As Previously
	Filed			Adjustments			As Restated

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(10,982,615	)	$	1,151,169		$	(9,831,446	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		197,430			(113,973	)a		83,457
Non-cash interest and fees		82,405			-			82,405
Bad debt expense		30,000			-	a		30,000
Loss on investment		25,000			200,000	a		225,000
(Gain) loss on extinguishment of debt		(63,727	)		-			(63,727	)
Amortization of debt discounts		1,401,597			(137,099	)c		1,264,498
Loss on fair value of derivatives		8,603,969			(1,099,903	)c		7,504,066
Stock issued for donation		-			25,000			25,000
Gain on settlement of interest		-			(40,110	)		(40,110	)
Changes in operating assets and liabilities:
Accounts receivable		(54,897	)		14,897	a		(40,000	)
Prepaid expenses and other current assets		(23,080	)		19	a		(23,061	)
Accounts payable and accrued liabilities		55,170			(136,850	)b		(81,680	)
Accounts payable and accrued liabilities, related party		8,584			136,850			145,434
NET CASH USED IN OPERATING ACTIVITIES		(720,164	)		-			(720,164	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in HelpComm acquisition		(25,000	)		-			(25,000	)
Investment in joint venture		(25,000	)		-			(25,000	)
Purchase of exclusivity		(307,520	)		-			(307,520	)
NET CASH USED IN INVESTING ACTIVITIES		(357,520	)		-			(357,520	)

CASH FLOWS FROM BY FINANCING ACTIVITIES
Issuances of notes payable for property and equipment
Payments of principal on notes and leases payable		(328,662	)		-			(328,662	)
Payments of principal on convertible notes payable		(268,782	)		-			(268,782	)
Proceeds from issuance of convertible debt, net		2,002,030			-			2,002,030
Proceeds from loan-related party		17,801			-			17,801
Bank overdraft		(820	)		-			(820	)
Repayment of loan-related party		(154,651	)		-			(154,651	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,266,916			-			1,266,916

NET INCREASE IN CASH AND CASH EQUIVALENTS		189,232			-			189,232

CASH AND CASH EQUIVALENTS
Beginning of period		125			-			125

End of period	$	189,357		$	-		$	189,357

F-31

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

WeAs ~~have~~described in the Company’s current report on Form 8-K filed on February 19, 2018, on February 18, 2019, the Company received notice that its former independent registered public accounting firm, D. Brooks and Associates CPA’s, P.A. (the “Former Accountant”) had noresigned. ~~disagreements~~The communication with ~~our~~the ~~accountants~~Former ~~required~~Accountant tois bedescribed ~~disclosed~~below. ~~pursuant~~The Company’s Board of Directors received the notice from the Former Accountant, reviewed the information it received from the Former Accountant and made recommendations to ~~Item~~the ~~304~~Company’s management. On February 18, 2019, the Company’s Board of ~~Regulation~~Directors ~~S-K~~received a letter (the “February 18th Letter”) from the Former Accountant. The Company disagreed with the conclusions reached by the Former Accountant which included:

(i) That the Former Accountant was unable to rely on current management’s representations and that the Former Accountant believes that Company management failed to disclose pertinent and relevant information, of which they were aware, regarding the Company’s subsidiary, HelpComm, Inc., that existed at the time written representations were provided to the Former Accountant dated December 3, 2018; and (ii) That the Company may have committed an illegal act in the State of Virginia related to HelpComm’s failure to timely pay employees for work performed.

The reports of the Former Accountant on the Company’s financial statements for the two prior fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The reports did, however, include an explanatory paragraph about the uncertainty as to the Company’s ability to continue as a going concern.

During the Company’s two most recent fiscal years, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods. During the subsequent interim period after the Company’s most recent fiscal year ended December 31, 2018, the Company and the Former Accountant disagreed regarding facts asserted and conclusions reached by the Former Accountant in its February 18^th Letter. The Company authorized the Former Accountant to respond fully to the inquiries of the Company’s successor accountant concerning the subject matter of each of such disagreement.

On March 2, 2019, the Company engaged Haynie & Company (“Haynie”) of Littleton, Colorado, as its new independent registered public accounting firm. During the two most recent fiscal years, and prior to March 2, 2019 (the date of the new engagement), the Company had not consulted with Haynie regarding any of the following, except as described below:

(i) The application of accounting principles to a specific transaction, either completed or proposed (except as described below);

(ii) The type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Haynie concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or

(iii) Any other matter that was the subject of a disagreement between the Company and the Former Accountant or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively) (except as described below).

During February 2019, the Company did discuss with Haynie (i) the Company’s Current Report on Form 8-K filed on January 31, 2019, regarding non-reliance on the Company’s financial statements in the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018, June 30, 2018, and September 30, 2018; and (ii) the Company’s Current Report on Form 8-K filed on February 19, 2019, regarding the resignation of the Company’s prior independent accountant. The Company discussed these matters with Haynie so that they would understand the outstanding issues and the scope of the Company’s potential engagement of Haynie, and Haynie expressed no views orally or in writing regarding those issues.

ITEM 9A. 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 with 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.

Internal Control ~~Over~~over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-KK. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules ~~13a~~13a-15(f) and 15d-1515(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company;; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

16With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2018, based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that the Company's internal controls over financial reporting were not effective as of December 31, 2018.

~~With~~This ~~the~~annual ~~participation~~report ofdoes ~~the~~not ~~Chief~~include ~~Executive~~an ~~Officer~~attestation ~~and~~report ~~Chief Financial Officer, our management evaluated the effectiveness~~ of the Company's ~~internal~~registered ~~control~~public ~~over~~accounting ~~financial~~firm ~~reporting~~regarding as of March 31, 2017, based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that the Company's internal ~~controls~~control over financial reporting ~~were not effective as of March 31, 2017~~. AManagement's ~~material~~report ~~weakness~~was ~~due~~not tosubject ~~a failure by the Company~~ to ~~properly~~attestation ~~record and value conversions of convertible debt and related stock transactions relating to convertible notes issued~~ by the Company's ~~was~~registered ~~observed.~~public Toaccounting ~~remediate~~firm ~~the~~pursuant ~~weaknesses in our internal controls over financial reporting, we intend~~ to: i)temporary ~~reconcile~~rules ~~stock~~of ~~issuance transactions against~~ the ~~agreements~~Securities ~~underlying~~and ~~such~~Exchange ~~stock~~Commission ~~issuance transactions to ensure~~ that ~~equity~~permit ~~issuances~~us ~~are properly accounted for; and ii) implement a review board~~ to ~~review~~provide ~~the~~only ~~stock~~management's ~~issuance~~report ~~transactions~~in tothis ~~ensure~~Annual ~~that~~Report ~~they~~on ~~are~~Form ~~properly valued and accounted for~~10K.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

Except as disclosed herein, there was no significant change in the Company's internal control over financial reporting during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

~~None~~On January 3, 2019, the Company issued 10,000 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $5,500 portion of, the Company’s convertible promissory note issued to Adar on December 19, 2014.

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

On January 22, 2019, the Company issued 45,335 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert a $8,750 portion of principal and $11,741.51 of interest, the Company’s convertible promissory note issued to Carebourn on December 26, 2017.

On January 26, 2019, the Company issued 59,671 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $8,533 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.

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

On March 26, 2019, the Company issued 64,971 shares of common stock to Adar Bays in partial satisfaction of its obligations under, and the holder’s election to convert a $13,185 portion of, the Company’s convertible promissory note issued to Adar on May 3, 2017.

The issuances described above were made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(1) of the Securities Act as the common stock was issued in exchange for debt 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, the shareholders were not affiliates, and they had held the underlying debt securities for a long time. The holders provided legal opinions pursuant to Section 4(a)(1) of Securities Act, or Rule 144 promulgated thereunder.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers and Significant Employees

The following table sets forth, as of ~~March~~December 31, 2017, the respective positions and ages of our directors and executive officers of the Company. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

Name	Age	Position	Director or Officer Since
Dr. Thomas A. Cellucci	5961	Chief Executive Officer Director	June 17, 2014 March 27, 2014
Deborah King	5759	Director CFO	March 16, 2015 August 6, 2015
Charles Brooks	6062	Director	March 16, 2015
Hans Holmer	5658	Director	September 1, 2015

Biographical Information

Dr. Thomas A. Cellucci - Dr. Thomas A. Cellucci ("“Dr. Cellucci"”) currently serves as the Chief Executive Officer and a Director of the Company. Additionally, from 1999 to the present, Dr. Cellucci serves as the Chairman and CEO of Cellucci Associates, a high-tech marketing firm focused on developing business and marketing plans for worldwide high-tech firms. Cellucci was appointed a Board member and co-CEO of DarkPulse Technologies in 2018. Dr. Cellucci was terminated as co-CEO and Board Member in February 2019. In 2017, he was elected the Chairman of the Board of Trustees of Eurasian Technological University in Almaty, Kazakhstan. He has been a member of the International Science and Commercialization Board for the World Bank since 2016. He is also the author or coauthor of 25 books and over 192 technical and business articles.

From 2013 to the present, Dr. Cellucci serves as the Executive Director at AGVE (Alliance for Government Virtual Engagements) located in Washington DC. AGVE is a non-profit dedicated to fostering technology-focused bridges, best practices and communications between government and the private sector to enable high performance/price business operations for government. He is also the Founding and Managing Partner of Union Core Technology Partners, a private equity fund. 19

From ~~2007~~2013 to ~~2011~~the present, Dr. Cellucci ~~served~~serves as the ~~First~~Executive ~~Chief~~Director ~~Commercialization~~at ~~Officer~~AGVE of(Alliance ~~the~~for ~~United~~Government ~~States~~Virtual ofEngagements) ~~America,~~located ~~where~~in heWashington ~~was~~DC. ~~responsible~~AGVE ~~for~~is ~~overseeing~~a ~~the~~nonprofit ~~development~~dedicated ~~and~~to ~~execution~~fostering oftechnology ~~programs~~focused ~~and processes that identified~~bridges, ~~evaluated,~~best practices and ~~commercialized~~communications ~~privately~~between ~~owned~~government ~~technologies~~and ~~into~~the ~~products~~private orsector ~~services~~to ~~that~~enable ~~meet~~high ~~the~~performance/price ~~needs~~business ofoperations ~~the~~for ~~Department~~government. ofHe ~~Homeland~~was ~~Security's~~also ~~(DHS)~~the ~~stakeholders,~~Founding ~~including DHS operating components~~ and ~~end~~Managing ~~users~~Partner ~~such~~of asUnion ~~the~~Core ~~nation's~~Technology ~~first responders~~Partners, ~~and~~a ~~critical~~private ~~infrastructure~~equity ~~owner/operators~~fund.

~~During~~From ~~his~~2007 ~~tenure~~to ~~as the Chief Commercialization Officer~~2011, ~~in 2010~~ Dr. Cellucci ~~was~~served ~~also appointed~~ as the ~~Director~~First ofChief ~~the~~Commercialization ~~Office~~Officer of ~~Public-Private Partnerships, which oversees~~ the ~~Long~~United ~~Range~~States ~~Broad Agency Announcement (LRBAA) procurement process, Office~~ of ~~SAFETY Act Implementation (OSAI)~~America, ~~Small~~where ~~Business~~he ~~Innovation~~was ~~Research~~responsible ~~(SBIR)~~for ~~Office~~overseeing asthe ~~well~~development asand ~~the~~execution ~~Commercialization~~of ~~Office.~~programs Atand ~~this~~processes ~~same~~that ~~time~~identified, ~~Dr.~~evaluated, ~~Cellucci~~and ~~was~~commercialized ~~also~~privately ~~named~~owned ~~Executive~~technologies ~~Director~~into ofproducts ~~the~~or ~~Research~~services ~~and~~that ~~Development~~meet ~~(R&D) Partnerships Group responsible to leverage~~ the ~~billions~~needs of ~~dollars in assets and~~ the ~~expertise~~Department of ~~more~~Homeland ~~than 1300 team members through the group~~Security's ~~investments~~(DHS) ~~in national labs~~stakeholders, ~~universities,~~including ~~international~~DHS ~~partners,~~operating ~~the~~components ~~private~~and ~~sector~~end ~~and~~users ~~government~~such ~~interagency~~as ~~partners~~the tonation's ~~develop~~first ~~technologies~~responders, and ~~products~~critical ~~for~~infrastructure ~~the Homeland Security Enterprise (HSE)~~owner/operators.

During his tenure as the Chief Commercialization Officer, in 2010 Dr. Cellucci ~~earned~~was aalso ~~PhD~~appointed inas ~~Physical~~the ~~Chemistry~~Director ~~from~~of the ~~University~~Office of ~~Pennsylvania~~Public Private Partnerships, anwhich ~~MBA~~oversees ~~from~~the ~~Rutgers~~Long-Range ~~University~~Broad ~~and~~Agency aAnnouncement BS(LRBAA) inprocurement ~~Chemistry~~process, ~~from~~Office ~~Fordham~~of ~~University~~SAFETY Act Implementation (OSAI), Small Business Innovation Research (SBIR) Office as well as the Commercialization Office. HeAt ~~has~~this same time, Dr. Cellucci was also ~~attended~~named Executive Director of the Research and ~~lectured~~Development at(R&D) ~~executive~~Partnerships ~~programs~~Group atresponsible to leverage the ~~Harvard~~billions ~~Business~~of ~~School~~dollars in assets and the expertise of more than 1300 team members through the group’s investments in national labs, ~~MIT~~universities, ~~Sloan~~international ~~School~~partners, ~~Kellogg~~the ~~School~~private sector and ~~others.~~government interagency partners to develop technologies and products for the Homeland Security Enterprise (HSE).

~~Between 1978 and 1991~~ Dr. Cellucci ~~was~~earned ~~Chemistry~~a ~~Lecturer~~PhD atin ~~Fordham~~Physical ~~University,~~Chemistry from the University of Pennsylvania, ~~and~~an ~~Princeton~~MBA from Rutgers University, asand ~~well~~a asBS ~~Professor~~in ofChemistry ~~Physics~~from Fordham University. He has also attended and ~~Laser/Electro-Optic~~lectured ~~Technology~~at executive programs at ~~Camden~~the ~~County~~Harvard ~~College.~~Business School, MIT Sloan School, Kellogg School and others.

18Between 1978 and 1991 Dr. Cellucci was Chemistry Lecturer at Fordham University, the University of Pennsylvania, and Princeton University, as well as Professor of Physics and Laser/ElectroOptic Technology at Camden County College. Since 2017, Cellucci holds the special rank of Honorary Professor (Endowed Chair) at two major universities in both business and technology.

Deborah King (a/k/a Debbie King) - Ms. King possesses over 25 years of entrepreneurial leadership experience and has served as a business and financial advisor to a number of firms in her career. She currently serves as the Business Manager to a privately held firm in Dallas, Texas, and brought a unique set of skills to her position including financial, operations, and business management. Ms. King has assisted a number of firms in business ~~start-up~~startup, acquisition, expansion, and reorganization. She possesses a diverse skill set that allows a broad perspective of business financial and operations management. Ms. King's background as an accountant has allowed her to serve numerous firms in various industries in optimizing profit outputs and streamlining business practices. She is a strong-~~minded~~minded and focused individual that utilizes her education and experience to assist in analyzing, identifying and implementing operational changes to increase efficiency and profits. Ms. King possesses a broad knowledge in financial, legal and business tax applications.

Charles Brooks - Charles Brooks currently serves as the Vice President of Government Relations & Marketing for Sutherland Global Services. Mr. Brooks has extensive experience in Senior Executive Management, Government Relations, Research & Development, and Marketing/Business Development and worked in those capacities for three large public corporations. He also received Presidential Appointments from two Presidents, George W. Bush and Ronald Reagan, to serve in executive roles in the federal government. Mr. Brooks served at the Department of Homeland Security as the first Director of Legislative Affairs for the Science & Technology Directorate. Earlier in his career he served as Special Assistant to the Director of Voice of America. He also spent six years on Capitol Hill as a Senior Advisor to the late Senator Arlen Specter where he covered foreign affairs, business, and technology issues. In academia, Mr. Brooks was an Adjunct Faculty Member at Johns Hopkins University where he taught graduate level students about homeland security and Congress.

Mr. Brooks has an MA in International Relations from the University of Chicago, a BA in Political Science from DePaul University, and a Certificate in International Law from The Hague Academy of International Law. He is a featured speaker at conferences and is widely published on the subjects of cybersecurity, homeland security, innovation, public/private partnerships, and emerging technologies. Those publications include: Huffington Post, Forbes, Government Security News, The Hill, Federal Times, Government Executive, MIT Sloan Blog, Homeland Security Today, ~~BiometricUpdate~~Biometric Update, NextGov, and Cygnus Media.

Hans Holmer - Mr. Holmer is a retired CIA officer with extensive experience in strategic cyber issues. His experience in nation- state intelligence collection and corporate defense goes back nearly 20 years and his engagement with the interface of humans and technology goes back to 1973. He spent over half of his career overseas and served on every continent except South America. Among other awards, Mr. Holmer has received the CIA Intelligence Star "“in recognition of his especially valorous performance of duty."”

Within the cyber realm, Mr. Holmer became an expert in conventional computer networks, telephony, Industrial Control Systems, and defensive strategies. He developed the Cyber Security Hierarchy, analogous to the Maslow hierarchy of human needs, which outlines a hierarchy of needs that must be satisfied to achieve cyber security. It postulates that effective cyber security requires adequate resources, integration with the corporate business processes, esteem for cyber security requirements and the agility to respond to threats in order to have adequate impact.20

~~From~~Within ~~May of 2013 through~~ the ~~present~~cyber realm, Mr. Holmer ~~has~~became ~~worked~~an ~~for~~expert ~~Intelligent~~in ~~Decisions~~conventional computer networks, ~~Inc.~~telephony, ~~and~~Industrial ~~before~~Control ~~that~~Systems, heand ~~worked~~defensive ~~for~~strategies. He developed the ~~Central~~Cyber ~~Intelligence~~Security ~~Agency.~~Hierarchy, ~~Mr.~~analogous ~~Holmer~~to isthe ~~not~~Maslow hierarchy of human needs, which outlines a ~~director~~hierarchy of ~~any~~needs ~~other~~that ~~public~~must ~~companies~~be satisfied to achieve cyber security. It postulates that effective cyber security requires adequate resources, integration with the corporate business processes, esteem for cyber security requirements and the agility to respond to threats in order to have adequate impact.

~~Family~~From ~~Relationships~~May of 2013 through the present, Mr. Holmer has worked for Intelligent Decisions, Inc., and before that, he worked for the Central Intelligence Agency. Mr. Holmer is not a director of any other public companies.

~~None.~~Family Relationships

19None.

Involvement in Certain Legal Proceedings

To the best of its knowledge, the Company's directors and executive officers were not involved in any legal proceedings during the last ten years as described in Item 401(f) of Regulation SS-K.

Directorships

None of the Company's executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and named executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC. Upon information and belief, our CEO did not file a Form 4 upon receipt of preferred shares in exchange for common stock on or about July 20, 2015, our other directors did not file Form 3’s upon their appointment as directors of the Company on March 16, 2015 (for Ms. King and Mr. Brooks), and September 1, 2015 (for Mr. Holmer), and our directors did not file Form 4’s for the receipt of options described in Item 11 below.

Code of Ethics

The Company has adopted a code of ethics, as required by the rules of the SEC, a copy of the Company's code of ethics was filed as Exhibit 14.1 to Form 10-KK for the fiscal year ended March 31, 2010, filed with the Securities and Exchange Commission on July 13, 2010, and is hereby incorporated by reference. The code of ethics applies to all of the Company's senior financial officers. The code of ethics, and any amendments to, or waivers from, the code of ethics, is available in print, at no charge, to any stockholder who requests such information.

ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation

The following table sets forth, for the ~~years~~year indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company's chief executive officer, chief financial officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

Name and principal position	For ~~Fiscal~~the Year Ending ~~March~~December 31,	Salary $		Stock Options $		Option Awards $		~~Option Awards $~~		Total $		~~Total $~~
Brad Lever, COO, CFO & Director (1)	2017		-0-		-0-				-0-				-0-
Dr. Thomas A Cellucci, CEO & Director (1)	2018		168,000	0			2,333,140				2,501,140
	2016		4,500		-0-				-0-				4,500
	2017		126,000	0		0					126,000
Dr. Thomas A Cellucci, CEO & Director (2)	2017		140,000		-0-				-0-				140,000
Deborah King, CFO, & Director (2)	2018		72,000	0		0					72,000
	2016		274,000		-0-				-0-				274,000
	2017		47,000	0		0					47,000
Deborah King, CFO, & Director (3)	2017		72,000		-0-				-0-				72,000
	2016		35,000		-0-				7,875				42,975

~~____________~~_________

(1)	OnDr. ~~March~~Cellucci 11was named CEO of the Company on June 17, ~~2015~~2014. Pursuant to Dr. Cellucci’s employment agreement, ~~Brad~~as ~~Lever~~amended, ~~resigned~~the Company currently accrues compensation of $12,500 per month for his services as ~~Director~~CEO of the Company. The Company also accrues $1,500 a month to Dr. Cellucci as reimbursement for health and dental insurance costs. On ~~May~~March 1227, 2015, ~~Brad~~Dr. ~~Lever~~Cellucci ~~resigned~~was asgranted ~~COO~~a warrant to purchase 1 share of the Company's common stock at a $7,500,000 per share exercise price, exercisable on a cashless basis, having a term of 5 years, and ~~CFO~~vested immediately on March 27, ~~respectively~~2015. As of December 31, 2018, the Company owed Dr. Cellucci $367,432 (included in accounts payable, related party on the December 31, 2017, balance sheet presented herein) for the expensed but unpaid part of the above reported compensation.
(2)	DrMs. ~~Cellucci~~King was named ~~CEO~~CFO of the Company on ~~June~~August 176, ~~2014~~2015. Pursuant to DrMs. ~~Cellucci~~King’s ~~employment~~consulting agreement, as amended, the Company currently ~~accrues~~compensates ~~compensation~~Ms. ofKing ~~$12,500 per month~~ for ~~his~~her services as ~~CEO~~CFO of the Company. The Company also accrues $1,500 a month to Dr. Cellucci as reimbursement for health and dental insurance costs. On March 27, 2015, Dr. Cellucci was granted a warrant to purchase 1,200 shares of the Company's common stock at a $~~750.00 per share exercise price~~6, ~~exercisable on a cashless basis, having a term of 5 years, and vested immediately on March 27, 2015. As of March 31, 2017, the Company owed Dr. Cellucci $243,~~000 ~~(included~~per ~~in accounts payable, related party on the March 31, 2017, balance sheet presented herein) for the expensed but unpaid part of the above reported salary~~month.
(3)	Ms. King was named CFO of the Company on August 6, 2015. Pursuant to Ms. King’s consulting agreement, as amended, the Company currently compensates Ms. King for her services as CFO of the Company at $5,000 per month. As of March 31, 2017, the Company owed Ms. King $37,750 (included in accounts payable, related party on the March 31, 2017, balance sheet presented herein) for the expensed but unpaid part of the above reported salary.

2022

Option Grants in Last Fiscal Year

The Company did not issue any options during the year ended ~~March~~December 31, ~~2017~~2018.

Equity Compensation Plan Information

On April 12, 2011, subject to shareholder approval, the Board of Directors of Bravatek, Inc. (the "Company") approved the adoption of the Bravatek, Inc. Stock Compensation Program (the "Program") under which 540 shares have been reserved for purposes of possible future issuance of incentive stock options, non-qualified stock options, and restricted stock grants to employees, directors and certain key individuals. On April 15, 2011, pursuant to a written consent in lieu of a meeting, a majority of the Company's shareholders approved the Program. The purpose of the Program is to attract and retain key employees, consultants and other persons, and to provide such key individuals with an additional incentive to contribute to the success of the Company. In order to maintain flexibility in the award of stock benefits, the Program constitutes a single "omnibus" plan, but is composed of three parts. The first part is the Incentive Stock Option Plan ("Incentive Option Plan) which provides grants of incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended. The second part is the Nonqualified Stock Option Plan ("Nonqualified Option Plan") which provides grants of nonqualified stock options. The third part is the Restricted Shares Plan ("Restricted Plan") which provides grants of restricted shares of Company common stock. The Incentive Option Plan, the Nonqualified Option Plan and the Restricted Plan respectively comprise Plan I, Plan II, and Plan III of the Program. The foregoing description of the Program is qualified in its entirety by reference to the Bravatek, Inc. Stock Compensation Program which was filed as Exhibit 10.9 to Form 8-K filed with the Securities and Exchange Commission on April 20, 2011 and is hereby incorporated by reference.

Compensation Agreements

Dr. Thomas Cellucci’s Employment Agreement with the Company, as amended, includes compensation of $12,500 per month for his services as Chief Executive Officer and $1,500 in health insurance reimbursements. On March 27, 2015, Dr. Cellucci was granted a warrant to purchase 1~~,200~~ ~~shares~~share of the Company's common stock at a $~~750~~7,500,000 per share exercise price, exercisable on a cashless basis, having a term of 5 years, and vesting immediately on March 27, 2015. As of ~~March~~December 31, ~~2017~~2018, the Company owed Dr. Cellucci $~~243~~367,~~000~~432 (included in accounts payable, related party on the ~~March~~December 31, ~~2017~~2018, balance sheet presented herein) for the expensed but unpaid part of the above reported salary.

Debbie King’s Employment Agreement with the Company, as amended, includes compensation of $6,000 per month for her services as Chief Financial Officer. As of December 31, 2018, the Company owed Debbie King $0.00 (included in accounts payable, related party on the December 31, 2018, balance sheet presented herein) for the expensed but unpaid part of the above reported amounts.

Director Compensation

Our Board of Directors is comprised of Dr. Cellucci, Messrs. Brooks and Holmer and Ms. King. The compensation of Dr. Cellucci and Ms. King is disclosed in the Executive Compensation table, and Dr. Cellucci and Ms. King were not compensated separately for their services as directors. The following table provides summary information concerning compensation awarded to, earned by, or paid to ~~any of~~ our other directors for all services rendered to the Company in all capacities for the ~~fiscal~~ year ended ~~March~~December 31, ~~2017~~2018.

Name and Principal Position

Fees Earned and Paid in Cash ($)

Stock Awarded($)

Options Awarded ($)

Total ($)

Name and Principal

Fees Earned and Paid in

Stock

Options

Position

Cash ($)

Awarded ($)

Total ($)

Charles Brooks (1)

-0-

Hans Holmer (2)

-0-

~~______________~~_________

(1)	Charles Brooks was appointed Director on March 16, 2015
(2)	Hans Holmer was appointed Director on September 1, 2015.

(1) Charles Brooks was appointed Director on March 16, 2015

21(2) Hans Holmer was appointed Director on September 1, 2015.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan

As disclosed on Form 88-K filed with the Securities and Exchange Commission on April 20, 2011, on April 12, 2011, subject to shareholder approval, the Board of Directors of Bravatek, Inc. (the "“Company"”) approved the adoption of the Bravatek, Inc. Stock Compensation Program (the "“Program"”) under which 540 shares have been reserved for purposes of possible future issuance of incentive stock options, ~~non-qualified~~nonqualified stock options, and restricted stock grants to employees, directors and certain key individuals. On April 15, 2011, pursuant to a written consent in lieu of a meeting, a majority of the Company's shareholders approved the Program. The purpose of the Program is to attract and retain key employees, consultants and other persons, and to provide such key individuals with an additional incentive to contribute to the success of the Company. In order to maintain flexibility in the award of stock benefits, the Program constitutes a single "“omnibus"” plan, but is composed of three parts. The first part is the Incentive Stock Option Plan ("“Incentive Option Plan) which provides grants of incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended. The second part is the Nonqualified Stock Option Plan ("“Nonqualified Option Plan"”) which provides grants of nonqualified stock options. The third part is the Restricted Shares Plan ("“Restricted Plan"”) which provides grants of restricted shares of Company common stock. The Incentive Option Plan, the Nonqualified Option Plan and the Restricted Plan respectively comprise Plan I, Plan II, and Plan III of the Program. The foregoing description of the Program is qualified in its entirety by reference to the Bravatek, Inc. Stock Compensation Program which was filed as Exhibit 10.9 to Form 8-KK filed with the Securities and Exchange Commission on April 20, 2011. The chart below identifies information with respect to the Stock Compensation Plan:

The following table sets forth, as of ~~September~~June 276, ~~2017~~2019, the number of securities approved and available for future issuances under the Company's Stock Compensation Program.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants

Weighted average exercise price of outstanding options, warrants

Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

~~102~~1

111,~~102.94~~030,000

-00-

Equity compensation plans not approved by security holders

-00-

Total

~~102~~1

111,~~102.94~~030,000

-00-

2224

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the beneficial ownership of our voting securities (Common Stock and Series C Preferred Stock) as of ~~September~~June 276, ~~2017~~2019, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of ~~September~~June 276, ~~2017~~2019, there were a total of 7 1,~~531~~363,~~184,221~~ 3154 shares of Common Stock issued and outstanding, and 319,768 shares of Series C Preferred Stock issued and outstanding.

The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of ~~September~~April 2730, ~~2017~~2018, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the stockholders listed below is: c/o Bravatek Solutions, Inc. 2028 E. Ben White Blvd, Suite ~~240-2835~~2402835, Austin, Texas 78741.

Title of Class	Name and Address	Number of Shares Beneficially Owned		Percent of Class (1)	~~Percent of Class (1)~~
Common Stock	Dr. Thomas A. Cellucci, CEO & Director	0	~~895~~(2)	~~(2)~~*%		*	%
Common Stock	Debbie King, CFO & Director	0	30(3)	~~(3)~~*%		*	%
Common Stock	Chuck Brooks, Director	0	30(3)	~~(3)~~*%		*	%
Common Stock	Hans Holmer, Director	0	30(3)	~~(3)~~*%		*	%
Common Stock	All Directors and Officers as a Group	0	~~985~~	*%		*	%
Series C Preferred Stock	Dr. Thomas A. Cellucci, CEO & Director	22	~~223,768~~	70%		70	%
Series C Preferred Stock	All Directors and Officers as a Group	22	~~223,768~~	70%		70	%

~~________________~~________

*	Less than 0.01%
(1)	Applicable percentages of ownership are based on 7,531,184,221 shares of our Common Stock and 319,768 shares of Series C Preferred Stock issued and outstanding as of September 27, 2017. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable, or convertible securities convertible, currently or within 60 days of September 27, 2017, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
(2)	Dr. Cellucci owns -0- shares of Common Stock, however, his Series C Preferred Stock is convertible into 895 shares of Common Stock. Each share of Series C Preferred stock entitles the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. Dr. Cellucci has pledged his Series C Preferred Stock as collateral for certain of the issued convertible notes of the Company.
(3)	Includes 30 shares of Common Stock issuable pursuant to vested stock options.

* Less than 0.01%

(1)	Applicable percentages of ownership are based on 875,807 shares of our Common Stock and 31 shares of Series C Preferred Stock issued and outstanding as of June 11, 2019. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable, or convertible securities convertible, currently or within 60 days of June 11, 2019, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2)	Dr. Cellucci owns 0 shares of Common Stock, however, his Series C Preferred Stock is convertible into 0 shares of Common Stock. Each share of Series C Preferred stock entitles the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. Dr. Cellucci has pledged his Series C Preferred Stock as collateral for certain of the issued convertible notes of the Company.

(3)	Includes 0 shares of Common Stock issuable pursuant to vested stock options.

Related Transactions

OnThe ~~June 2, 2015, the~~ Company ~~completed~~issued anmultiple ~~acquisition~~unsecured ofnotes ~~some~~payable offrom ~~the~~June ~~assets and assumed certain liabilities of Viking Telecom Services~~27, ~~LLC~~2015 ~~(“Viking~~to ~~Telecom”)~~March ~~from Dependable Critical Infrastructure~~31, ~~Inc. (“DCI”)~~2017, ~~f/k/a~~to ~~DTREDS~~the ~~Consolidated~~Company’s CEO, ~~Inc.~~for Toamounts ~~acquire~~received ~~the~~by ~~assets,~~ the Company ~~issued 2~~,~~265~~ ~~shares~~or ofpaid ~~common~~by ~~stock~~the CEO, ~~224~~on ~~shares~~behalf of ~~common~~the ~~stock~~Company. toFor bethe ~~issued~~nine ~~(valued~~months inended ~~the~~December ~~aggregate~~31, ~~at $740~~2017,~~000),~~ ~~paid~~the ~~$200,000~~CEO ~~cash~~advanced ~~and~~to ~~forgave~~the ~~$59,204~~Company ofor amade ~~note~~payments ~~receivable~~on ~~from~~behalf ~~DCI.~~of ~~The~~the Company ~~now~~of ~~provides~~$17,801, ~~telecom~~and ~~services~~the ~~under~~Company arepaid ~~new~~the ~~Viking~~CEO ~~Telecom brand~~$154,651. ~~Services~~The ~~provided~~notes bycarried ~~Viking~~interest ~~Telecom~~at ~~include~~10% ~~cellular~~per ~~tower~~annum ~~mapping~~ and ~~audits,~~were ~~ground~~due ~~audits,~~on ~~civil~~demand. ~~equipment~~As ~~installation,~~of ~~cellular~~December ~~site decommissioning~~31, ~~3G/4G installations~~2018, ~~project/construction management, battery installation~~ and ~~maintenance~~2017, ~~shelter~~the ~~and~~principal ~~compound~~balance ~~preventative maintenance, site cleanup, and other related services. The Company’s Chief Executive Officer owned approximately 30%~~ of ~~DCI. The Company recorded a loss on~~ the ~~acquisition~~notes ofwas $~~1,044,817~~0 ~~for~~and ~~the year ended March 31~~$0, ~~2016~~respectively.

~~The~~Effective ~~Company~~December ~~issued~~21, ~~multiple~~2017, ~~unsecured~~the ~~notes~~Company ~~payable~~entered ~~from~~into ~~June~~a ~~27,~~Joint ~~2015~~Venture toAgreement ~~March~~(the 31“Agreement”) with DarkPulse Technologies, ~~2017~~Inc. (“DarkPulse”), pursuant to which (1) the ~~Company~~parties formed a joint venture limited liability company in Delaware to develop, market and sell products and services based on DarkPulse’s ~~CEO,~~patented ~~for~~BOTDA ~~amounts~~DarkPulse ~~received~~technology (the “Technology”) to be owned 40% by the Company, orand ~~paid~~60% by ~~the~~Dark ~~CEO,~~Pulse on(the ~~behalf~~“JV”); of(2) the Company, ~~totaling~~would fund $~~188~~10,~~362~~000 in initial capital to the JV; and (of3) ~~which~~and ~~$31,850~~the ~~was~~JV ~~during~~would have a royalty-free non-exclusive license to use the ~~year~~Technology ~~ended~~in ~~March~~the 31North America, ~~2017~~Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments. ~~The~~While ~~advances~~DarkPulse ~~carry~~has a controlling financial interest atin ~~10%~~the ~~per~~JV, ~~annum~~the Company and ~~are~~DarkPulse ~~due~~jointly onmanaged ~~demand.~~the ~~The~~JV, ~~Company~~and ~~recorded~~any ~~related~~significant ~~party~~decisions ~~interest~~and/or ~~expense~~actions of ~~$11,603~~the ~~for~~JV required the ~~year~~mutual ~~ended~~consent ~~March~~of ~~31,~~both ~~2017~~parties. ~~During~~On January 25, 2018, our CEO was appointed to the ~~year~~Board ~~ended~~of ~~March~~Directors 31of DarkPulse, ~~2017~~and on February 5, ~~the~~2018, ~~Company~~he ~~made~~was ~~repayments~~also named Co-CEO of ~~$12~~DarkPulse. Dr. Cellucci was terminated as co-CEO and Board Member of DarkPulse as of February 2019,~~224~~ which removes the significant influence aspect of ~~principal~~the association with DarkPulse. AsAdditionally, ofduring ~~March~~the year ended December 31, ~~2017~~2018, the ~~principal~~Company ~~balance~~funded ~~was~~ $~~136~~89,~~850~~450 to the JV and was the ~~accrued~~only party with a financial risk in the JV. Due to the termination of the relationship between our CEO and ~~unpaid~~DarkPulse ~~interest~~in ~~was~~2019, the company has recorded a loss for these funds in the amount of $2389,~~153~~450.

There were no other material transactions, or series of similar transactions, during our Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer's total assets at ~~year-end~~yearend for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed "“independent"” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board's opinion, would interfere with the director's exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.

For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing. The Company's board of directors may not find independent a director who:

1. is an employee of the company or any parent or subsidiary of the company; 2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company's securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act; 3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company; 4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company's securities or (b) payments under non-discretionary charitable contribution matching programs; and 5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit.;

2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company's securities; (c) compensation paid to a family member who is a nonexecutive employee of the company (d) benefits under a tax qualified retirement plan or nondiscretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient's gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company's securities or (b) payments under nondiscretionary charitable contribution matching programs; and

5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit.

Based upon the foregoing criteria, our Board of Directors has determined that Dr. Cellucci (Chief Executive Officer and President) and Ms. King (Chief Financial Officer) are not independent directors under these rules.

2426

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The fees billed by D. Brooks and Associates CPAs, P.A. for audit of the Company’s annual financial statements were $3070,525 and $85,000 for ~~each~~the ofyear ~~the~~ended ~~fiscal~~December ~~years~~31, 2018 and for the year ended ~~March~~December 31, 2017, ~~and 2016~~respectively.

The fees billed by Haynie & Company for audit of the Company’s annual financial statements were $45,000 and $45.000 for the year ended December 31, 2018 and for the year ended December 31, 2017, respectively.

Audit Related Fees

None.

Tax Fees

None.

All Other Fees

None.

Audit Committee's ~~Pre-Approval~~Preapproval Policies and Procedures

The Company does not have an audit committee per se. The current board of directors’ functions as the audit committee.

2527

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(b) 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 88-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-KK 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-KK 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 88-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 88-K filed on June 6, 2016)
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 88-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)
10.2		Director Agreement and Restricted Shares Agreement dated March 27, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)
10.3		Employment Agreement and Restricted Shares Agreement dated June 16, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on June 18, 2014)
10.4		Amendments to Employment Agreement and Restricted Shares Agreement with Thomas Cellucci (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2016)
10.5		Asset Purchase Agreement with Dependable Critical Infrastructure, Inc. dated June 2, 2015 (incorporated by reference to our Form 8-K filed on June 9, 2015)
10.6		Settlement Agreement with Global Capital Corporation dated June 10, 2015 (incorporated by reference to our Form 8-K filed on June 16, 2015)
10.7		Settlement Agreement with MicroTech Industries, Ltd., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.8		Settlement Agreement with Whonon Trading S.A., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.9		Consulting Agreement dated December 1, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.10		Amendment to Consulting Agreement dated March 1, 2016, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.11		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Debbie King (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.12		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Charles Brooks (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.13		Director Agreement and Nonqualified Stock Option Agreement dated August 26, 2015, with Hans Holmer (incorporated by reference to our Annual Report on Form 10-K filed July 21, 2017)
10.14		Reseller Agreement with i3 Integrative Creative Solutions, LLC, dated April 17, 2017 (incorporated by reference to our Form 8-K filed on April 18, 2017)

10.2		Director Agreement and Restricted Shares Agreement dated March 27, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2014)
10.3		Employment Agreement and Restricted Shares Agreement dated June 16, 2014, with Thomas Cellucci (incorporated by reference to our Current Report on Form 8-K filed on June 18, 2014)
10.4		Amendments to Employment Agreement and Restricted Shares Agreement with Thomas Cellucci (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2016)
10.5		Asset Purchase Agreement with Dependable Critical Infrastructure, Inc. dated June 2, 2015 (incorporated by reference to our Form 8-K filed on June 9, 2015)
10.6		Settlement Agreement with Global Capital Corporation dated June 10, 2015 (incorporated by reference to our Form 8-K filed on June 16, 2015)
10.7		Settlement Agreement with Micro-Tech Industries, Ltd., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.8		Settlement Agreement with Whonon Trading S.A., dated July 20, 2015 (incorporated by reference to our Form 8-K filed on July 23, 2015)
10.9		Consulting Agreement dated December 1, 2015, with Debbie King
10.10		Amendment to Consulting Agreement dated March 1, 2016, with Debbie King

10.15		Strategic Alliance Agreement with Mile High Construction dated June 2, 2017 (incorporated by reference to our Form 8-K filed on June 2, 2017)

10.16		Strategic Alliance Agreement with HelpComm dated June 6, 2017 (incorporated by reference to our Form 8-K filed on June 7, 2017)

10.17		Letter of Intent with HelpComm dated September 20, 2017 (incorporated by reference to our Form 8-K filed on September 21, 2017)

10.18		Stock Purchase Agreement to Acquire HelpComm dated October 25, 2017 (incorporated by reference to our Form 8-K filed on October 25, 2017)

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

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

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

10.22		Articles of Amendment Designating the Series D Preferred Stock filed January 12, 2018 (incorporated by reference to our Form 8-K filed on January 24, 2018)

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

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

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

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

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

32.2*		Certification of CFO pursuant to Section 906 of the SarbanesOxley 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.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

10.11		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Debbie King
10.12		Director Agreement and Nonqualified Stock Option Agreement dated July 23, 2015, with Charles Brooks
10.13		Director Agreement and Nonqualified Stock Option Agreement dated August 26, 2015, with Hans Holmer
10.14		Reseller Agreement with i3 Integrative Creative Solutions, LLC, dated April 17, 2017 (incorporated by reference to our Form 8-K filed on April 18, 2017)
10.15		Strategic Alliance Agreement with Mile High Construction dated June 2, 2017 (incorporated by reference to our Form 8-K filed on June 2, 2017)
10.16		Strategic Alliance Agreement with HelpComm dated June 6, 2017 (incorporated by reference to our Form 8-K filed on June 7, 2017)
10.17		Letter of Intent with HelpComm dated September 20, 2017 (incorporated by reference to our Form 8-K filed on September 21, 2017)

___________

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.

2729

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRAVATEK SOLUTIONS, INC.
Date: September 27, 2017	By:	/s/ Thomas Cellucci
Date: June 11, 2019	By:	/s/ Thomas Cellucci
		Thomas Cellucci
		Chairman and Chief Executive Officer
Date: September 27, 2017	By:	/s/ Debbie King
Date: June 11, 2019	By:	/s/ Debbie King
		Debbie King
		Chief Financial Officer and Director
Date: September 27, 2017	By:	/s/ Charles Brooks
Date: June 11, 2019	By:	/s/ Charles Brooks
		Charles Brooks
		Director
Date: June 11, 2019	By:	/s/ Hans Holmer
		Hans Holmer
		Director

Date: September 27, 2017	By:	/s/ Hans Holmer
		Hans Holmer
		Director

Filing Compare · Bravatek Solutions, Inc.