Did you read the 8-K about another infamous OTCM Letter of Intent with Helpcomm?
"On September 20, 2017, Bravatek Solutions, Inc. (the “Company”) entered into a Letter of Intent with HelpComm, Inc. (“HelpComm”), a telecom construction services corporation located in Manassas, Virgina, to purchase HelpComm, pursuant to which HelpComm agreed to deal exclusively with the Company regarding an acquisition of HelpComm or its assets for 60 days, and the parties agreed to the following to the following non-binding preliminary acquisition terms, subject to due diligence of the parties and the negotiation and execution of a definitive purchase agreement acceptable to both parties:"
It is past 60 days.
But the interesting part is the following:
"The Company will issue to the stockholders of Helpcomm 100,000 shares of a newly designated class of preferred stock, which preferred stock shall be non-voting prior to conversion into the Company’s common stock, and shall be convertible into 600,000,000 shares of common stock at the holder’s election so long as unissued, unreserved, and authorized common stock is available for issuance and such conversion will not result in the holder owning more than 4.99% of the issued and outstanding common stock at such time;"
So HelpComm will have Preferred Shares that convert into 600 Million shares.
But there is more:
"The Company will enter into employment agreements with two of the principals of Helpcomm, requiring the Company to compensate the principals with base salaries of $170,000 per year and $150,000 per year, with a performance bonus payable quarterly based on realized sales and actual expenses as compared to mutually agreed sales targets and budgeted expenses."
There is nothing like a non-binding Letter of Intent.
According to the timing - there seems to be a problem:
"Timing . Subject to the Parties’ right to abandon the proposed Acquisition pursuant to paragraph 8 and to Buyer’s conduct of due diligence with respect to Target, the Parties agree to use commercially reasonable efforts to work toward an expedient consummation of the Acquisition. Buyer will commence its due diligence investigation of Target and begin drafting the Definitive Agreement during the week of September 28, 2017. Each Party will use commercially reasonable efforts to execute the Definitive Agreement and close by October 31, 2017."
On October 25th this changed to a stock purchase agreement.
"to purchase HelpComm from the Seller for a total purchase price of $2,425,000, consisting of $25,000 of cash and 100,000 shares of Series D Convertible Preferred Stock, with such series of convertible stock to be designated prior to closing of the acquisition. Each share of Series D Convertible Preferred Stock will be convertible into a number of shares of Company common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion."
At today's price 0.0022 the conversion would be the following:
24/0.0022 = 10,909 shares
10,909 x 100,000 = 1,090,909,000 shares.
So 1,090,909,000 x 0.0022 = $2,400,000
Total = $2,400,000 + $25,000 = $2,425,000.
More dilution - Cellucci loves to dilute the stock.
IG
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