Bravatek Solutions Inc. (BVTK) had its first live conference call after hours yesterday. It started out quite rocky with technical glitches delaying the call but investors stayed tuned and listen intently as CEO Tom Cellucci delivered a memorable presentation. The CEO has a unique story telling presentation style but he eventually covered a lot of ground and fielded a number of questions from shareholders. It seems the purpose of the conference call was to discuss the 8-K filed after hours whereby Bravatek entered into a definitive Stock Purchase Agreement with HelpComm Inc. for $2.425 million total consisting of 100,000 shares of Series D convertible preferred stock and $25,000 cash. Prior to this closing HelpComm and BVTK had worked together through a $200,000 strategic alliance. This alliance bore fruit as HelpComm was awarded an order. It appears from the extremely favorable purchase terms that a very strong bond has formed between the principals of these two companies.
HelpComm Asset Laden Telecom Construction Company
This is a monumental win for BVTK and could be a huge score for the former owner of HelpComm, Johnny Bolton, as the synergies could result in greater contract awards. In the terms of the Stock Purchase Agreement Bolton secured an employment contract with the company with a 5 year non-compete. Cellucci characterized HelpComm as a company that had so much business they had to turn customers away for lack of funding. The primary asset in this new relationship is that Tom has the ability to close deals. In the June 6th press release BVTK said “the HelpComm agreement is expected to generate no less than $6.5 million in Purchase Orders within the next 12 months.” The company builds towers and configures Distributed Antenna Systems (DAS). Although HelpComm is a private company it’s not difficult to extrapolate that HelpComm is generating over $10 million in annual sales. It’s been in business over 16 years and customers include the big cell phone carriers like ATT, Sprint, and Verizon. These top tiered players are also the ones hounding the company to take their business.
HelpComm has approximately 2.3 acres of light industrial commercial real estate, about 20 vehicles, and a large over 10,000 SF warehouse worth about $1.5 million it’s just unclear if 8760 LLC is owned by Jonny Bolton and if these assets are part of the deal. The same attorney represents both 8760 LLC and HelpComm so it’s reasonable to assume a connection. Rolling the assets into a public vehicle solves many of the issues plaguing BVTK because now they could more easily tackle the dilution issue, the sales issue, and the funding issue. In regards to HelpComm, access to capital could dramatically impact the bottom line and allow them to develop a recurring revenue stream by allowing the Company to own the land, build the tower and then lease it back to the carriers. With the current infrastructure in place this company would be capable of handling $100 million + contracts provided they had financing in place.
Top Investor Issues Overhanging BVTK before the Stock Purchase of HelpComm
Dilution
Lack of Funds
No Revenue:
Reverse Stock Split
Transfer Agent Communication
Cellucci addressed the dilution issue numerous times on the conference call. The consensus is that it’s pretty much over. The only convertible notes left are in friendly shareholders hands who are likely converting to equity. Since the financials are done he really couldn’t comment but it’s not hard to read between the lines that the next Quarterly due out within the next two weeks is going to have a significantly stronger balance sheet. The next round of funding will address the remaining convertible notes and provide operating capital. Cellucci made special note that he extinguished the most toxic note from TCA Global Credit Master Fund, LP (TCA) as outlined in the settlement agreement in the last 10-Q.
The company currently has a number of non-dilutive equity based terms sheets under consideration and is tirelessly working to vet the deals and pick the best one for shareholders. Cellucci seems determined to get a great deal on financing and jumping on the first good deal isn’t his style. The one thing investors should glean out of the current acquisition is that he is a tough negotiator and this acquisition puts him in the catbirds seat to get the right type of investor with favorable terms for the company. He is getting sizeable indications of interest from equity financiers and hopes to close the round before the next wave of conversions. If he stick to this goal financing will be in place within the next two weeks.
Due to the timing of the acquisition, fourth quarter financials will have significant revenues from the HelpComm acquisition. As far as revenue guidance in the current quarter Celluchi declined to comment during the quiet period.
The CEO unequivocally announced that there would be no reverse stock split. In the question and answer part of the call, investors questioned his ability to do a deal that cleaned up the debt without going over the share count. He seemed unphased and resolute that he would accomplish his objectives. The share count listed on OTC markets is currently certified by the transfer agent. Right now this is the only way to get an accurate count. Cellucci stated that counsel advised the company against doing anything else for fear that it “could be deemed insider trading.” The stance of counsel is highly conservative and perhaps misguided as evidence by so many other public companies that allow their transfer agents to be ungagged.
Management Team – Tom has been involved in 5 successful turnarounds and this time round he has deferred his compensation with no pay and has actually lent the company money to demonstrate his commitment to the mission. He is well networked in the governmental sector and has worked under presidents Bush and Obama and knows key players in the Trump administration. The government connections includes agencies very concerned with security like the CIA, NSA, and DHS. He literally wrote the book regarding public and private partnerships and it’s not a stretch to expect to see large scale projects bid on, awarded, and financed through his connections. He has unique access to high ranking government officials the only issue is that these government has long closing cycles. Under his tenure the board of directors has changed hands and he seems determined to surround himself with individuals that perform up to exceptional standards and has the entire staff working almost 7 days a week. The moral of the story is you bet on the jockey not the horse.
New Initiatives
BVTK is quite active in pursuing its partnership. The common theme is that the joint ventures are supposed to be capitalized with $5.0 million each. The Company doesn’t have a controlling interest in the JV’s.
DarkPulse Technology Holdings, Inc. – 60/40 Strategic Partner and 10 – 20% Finders fee on the Brillouin Optical Time Domain Analysis (BOTDA) technology – On October 11th BVTK earned a 20% commission $21.4 mil from a $107 mil contract for Iron Ore Mining Facilities with plans to monitor the health of the mines with the hopes of preventing untold human fatalities with early detection. Additionally Bravatek 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. CEO of DarkPulse Technology, Dennis O’Leary stated in the Addendum that ”As a result of these recent agreements, DarkPulse anticipates its sales could potentially be between $1.5-$2B.” Using a conservative formula this could translate into finder’s fees of $150 to $200 million. One additional project of note is the border wall that the Trump Administration wants to build. The intrusion detection sensors of DarkPulse can pick up minute disturbances like footsteps or tunneling and pinpoint them enabling faster response times for border security. BVTK is working with DoD contractors that are currently working on Wall designs.
CrucialTrak Inc. – 65/35 Strategic Partner – CrucialTrak is a leading designer and manufacturer of an all touchless, 4-in-1 multi-biometric access control system with patents related to TOUCHLESS fingerprints, hand vein recognition, facial recognition, and iris recognition. CTI’s staff has been traveling around the globe meeting with perspective customers interested in their systems. In a short time, CTI has over $1.3 M in backlog with a conservative sales pipeline of over $27.7 M for the next 18 months. Mr. Don Lee, CTI’s CEO commented: “We anticipate even faster growth over the next several months—as large institutions across the globe are asking us to provide demos and discussing large-quantity buys.” The joint venture will have a first right of refusal on access to all formally reported projects and the right to distribute CrucialTrak’s products in the government, military and critical infrastructure/key resources market segments. According to Mr. Cellucci, CrucialTrak has been tested in an airport in Europe and there is a backlog of Marketing Alliance Partners (MAP) partners interested in purchasing these solutions.
EcryptOne Update
EcryptOne is a stand-alone cyber security email server that has 2 factor authentication. The product has been thoroughly tested and beta results show that the technical support needed on the system is very low and trending lower which means they have a really good handle on things and maintained gross margins close to 90% while being evaluates on Amazon’s webservices platform. The low requirement for support allows such high gross margins. There was positive feedback from the beta testing by NATO and the DoD but these are long product cycles and the company is alternatively looking for bundled solutions to spur adoption. Sales from this channel started at the end of August with a starter $75,000 order that could translate into $470,000 by the end of 2018 should the ECO group expand and purchase an additional 5 treatment centers.
Corporate Governance
The company made a commitment to investors to stay current in their filings now that they have caught up. The latest 10-Q has been completed and undergoing review by the auditors and attorneys. The company expects the formal release within two weeks. Although tower revenue from the HelpComm acquisition is highly anticipated in the current quarter there could be an upside surprise of revenue in this quarter ended September 28 due to the software sales depending on when they recognize the revenue. The goal of uplisting to NASDAQ was kept alive but CEO Cellucci said “it is not a priority … and won’t happen as soon as they think.” In line with an acquisition of such large magnitude the company plans on filing a Super 8-K and feels comfortable that there will not be any issues auditing the books of HelpComm.
Investment Thesis
It seems clear that the corporate cleanup and funding is imminent and the company is going through a rebirth. The new equity partners should be able to issue favorable terms now that a fully operational business has been acquired with tangible assets and sales. The accrued commission of $21.4 million works favorably for investment purposes and earnings going forward. Investors will focus on the multiple streams of revenue and how their respective growth rates. This company in a sense has become operational with this acquisition. The future growth should come from tower sales, software, and consulting. Once investment comes in CEO Cellucci indicated he would rapidly grow revenues. His vision is a security platform company with many verticals. He said “things are turning at Bravatek” and we couldn’t agree with him more. The CEO’s work ethic, leadership, and connections should translated into profits in short order. The acquisition should wake investors up to the true potential. On a technical basis this stock could break through to new highs once the quarter is compiled and financing and corporate cleanup is completed. The dilution should no longer be a drag on the stock price.
HelpComm Asset Laden Telecom Construction Company
This is a monumental win for BVTK and could be a huge score for the former owner of HelpComm, Johnny Bolton, as the synergies could result in greater contract awards. In the terms of the Stock Purchase Agreement Bolton secured an employment contract with the company with a 5 year non-compete. Cellucci characterized HelpComm as a company that had so much business they had to turn customers away for lack of funding. The primary asset in this new relationship is that Tom has the ability to close deals. In the June 6th press release BVTK said “the HelpComm agreement is expected to generate no less than $6.5 million in Purchase Orders within the next 12 months.” The company builds towers and configures Distributed Antenna Systems (DAS). Although HelpComm is a private company it’s not difficult to extrapolate that HelpComm is generating over $10 million in annual sales. It’s been in business over 16 years and customers include the big cell phone carriers like ATT, Sprint, and Verizon. These top tiered players are also the ones hounding the company to take their business.
HelpComm has approximately 2.3 acres of light industrial commercial real estate, about 20 vehicles, and a large over 10,000 SF warehouse worth about $1.5 million it’s just unclear if 8760 LLC is owned by Jonny Bolton and if these assets are part of the deal. The same attorney represents both 8760 LLC and HelpComm so it’s reasonable to assume a connection. Rolling the assets into a public vehicle solves many of the issues plaguing BVTK because now they could more easily tackle the dilution issue, the sales issue, and the funding issue. In regards to HelpComm, access to capital could dramatically impact the bottom line and allow them to develop a recurring revenue stream by allowing the Company to own the land, build the tower and then lease it back to the carriers. With the current infrastructure in place this company would be capable of handling $100 million + contracts provided they had financing in place.
Top Investor Issues Overhanging BVTK before the Stock Purchase of HelpComm
Dilution
Lack of Funds
No Revenue:
Reverse Stock Split
Transfer Agent Communication
Cellucci addressed the dilution issue numerous times on the conference call. The consensus is that it’s pretty much over. The only convertible notes left are in friendly shareholders hands who are likely converting to equity. Since the financials are done he really couldn’t comment but it’s not hard to read between the lines that the next Quarterly due out within the next two weeks is going to have a significantly stronger balance sheet. The next round of funding will address the remaining convertible notes and provide operating capital. Cellucci made special note that he extinguished the most toxic note from TCA Global Credit Master Fund, LP (TCA) as outlined in the settlement agreement in the last 10-Q.
The company currently has a number of non-dilutive equity based terms sheets under consideration and is tirelessly working to vet the deals and pick the best one for shareholders. Cellucci seems determined to get a great deal on financing and jumping on the first good deal isn’t his style. The one thing investors should glean out of the current acquisition is that he is a tough negotiator and this acquisition puts him in the catbirds seat to get the right type of investor with favorable terms for the company. He is getting sizeable indications of interest from equity financiers and hopes to close the round before the next wave of conversions. If he stick to this goal financing will be in place within the next two weeks.
Due to the timing of the acquisition, fourth quarter financials will have significant revenues from the HelpComm acquisition. As far as revenue guidance in the current quarter Celluchi declined to comment during the quiet period.
The CEO unequivocally announced that there would be no reverse stock split. In the question and answer part of the call, investors questioned his ability to do a deal that cleaned up the debt without going over the share count. He seemed unphased and resolute that he would accomplish his objectives. The share count listed on OTC markets is currently certified by the transfer agent. Right now this is the only way to get an accurate count. Cellucci stated that counsel advised the company against doing anything else for fear that it “could be deemed insider trading.” The stance of counsel is highly conservative and perhaps misguided as evidence by so many other public companies that allow their transfer agents to be ungagged.
Management Team – Tom has been involved in 5 successful turnarounds and this time round he has deferred his compensation with no pay and has actually lent the company money to demonstrate his commitment to the mission. He is well networked in the governmental sector and has worked under presidents Bush and Obama and knows key players in the Trump administration. The government connections includes agencies very concerned with security like the CIA, NSA, and DHS. He literally wrote the book regarding public and private partnerships and it’s not a stretch to expect to see large scale projects bid on, awarded, and financed through his connections. He has unique access to high ranking government officials the only issue is that these government has long closing cycles. Under his tenure the board of directors has changed hands and he seems determined to surround himself with individuals that perform up to exceptional standards and has the entire staff working almost 7 days a week. The moral of the story is you bet on the jockey not the horse.
New Initiatives
BVTK is quite active in pursuing its partnership. The common theme is that the joint ventures are supposed to be capitalized with $5.0 million each. The Company doesn’t have a controlling interest in the JV’s.
DarkPulse Technology Holdings, Inc. – 60/40 Strategic Partner and 10 – 20% Finders fee on the Brillouin Optical Time Domain Analysis (BOTDA) technology – On October 11th BVTK earned a 20% commission $21.4 mil from a $107 mil contract for Iron Ore Mining Facilities with plans to monitor the health of the mines with the hopes of preventing untold human fatalities with early detection. Additionally Bravatek 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. CEO of DarkPulse Technology, Dennis O’Leary stated in the Addendum that ”As a result of these recent agreements, DarkPulse anticipates its sales could potentially be between $1.5-$2B.” Using a conservative formula this could translate into finder’s fees of $150 to $200 million. One additional project of note is the border wall that the Trump Administration wants to build. The intrusion detection sensors of DarkPulse can pick up minute disturbances like footsteps or tunneling and pinpoint them enabling faster response times for border security. BVTK is working with DoD contractors that are currently working on Wall designs.
CrucialTrak Inc. – 65/35 Strategic Partner – CrucialTrak is a leading designer and manufacturer of an all touchless, 4-in-1 multi-biometric access control system with patents related to TOUCHLESS fingerprints, hand vein recognition, facial recognition, and iris recognition. CTI’s staff has been traveling around the globe meeting with perspective customers interested in their systems. In a short time, CTI has over $1.3 M in backlog with a conservative sales pipeline of over $27.7 M for the next 18 months. Mr. Don Lee, CTI’s CEO commented: “We anticipate even faster growth over the next several months—as large institutions across the globe are asking us to provide demos and discussing large-quantity buys.” The joint venture will have a first right of refusal on access to all formally reported projects and the right to distribute CrucialTrak’s products in the government, military and critical infrastructure/key resources market segments. According to Mr. Cellucci, CrucialTrak has been tested in an airport in Europe and there is a backlog of Marketing Alliance Partners (MAP) partners interested in purchasing these solutions.
EcryptOne Update
EcryptOne is a stand-alone cyber security email server that has 2 factor authentication. The product has been thoroughly tested and beta results show that the technical support needed on the system is very low and trending lower which means they have a really good handle on things and maintained gross margins close to 90% while being evaluates on Amazon’s webservices platform. The low requirement for support allows such high gross margins. There was positive feedback from the beta testing by NATO and the DoD but these are long product cycles and the company is alternatively looking for bundled solutions to spur adoption. Sales from this channel started at the end of August with a starter $75,000 order that could translate into $470,000 by the end of 2018 should the ECO group expand and purchase an additional 5 treatment centers.
Corporate Governance
The company made a commitment to investors to stay current in their filings now that they have caught up. The latest 10-Q has been completed and undergoing review by the auditors and attorneys. The company expects the formal release within two weeks. Although tower revenue from the HelpComm acquisition is highly anticipated in the current quarter there could be an upside surprise of revenue in this quarter ended September 28 due to the software sales depending on when they recognize the revenue. The goal of uplisting to NASDAQ was kept alive but CEO Cellucci said “it is not a priority … and won’t happen as soon as they think.” In line with an acquisition of such large magnitude the company plans on filing a Super 8-K and feels comfortable that there will not be any issues auditing the books of HelpComm.
Investment Thesis
It seems clear that the corporate cleanup and funding is imminent and the company is going through a rebirth. The new equity partners should be able to issue favorable terms now that a fully operational business has been acquired with tangible assets and sales. The accrued commission of $21.4 million works favorably for investment purposes and earnings going forward. Investors will focus on the multiple streams of revenue and how their respective growth rates. This company in a sense has become operational with this acquisition. The future growth should come from tower sales, software, and consulting. Once investment comes in CEO Cellucci indicated he would rapidly grow revenues. His vision is a security platform company with many verticals. He said “things are turning at Bravatek” and we couldn’t agree with him more. The CEO’s work ethic, leadership, and connections should translated into profits in short order. The acquisition should wake investors up to the true potential. On a technical basis this stock could break through to new highs once the quarter is compiled and financing and corporate cleanup is completed. The dilution should no longer be a drag on the stock price.
