Bettwork Industries Inc. (BETW)

[adijas]

BETW was reinstated 12/21 http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=bslVM3Nx7DwTeaVRTVxpog%253d%253d&CorpName=BETTWORK+INDUSTRIES+INC

One day later company released filings. According to the filings there are just 110,488 free tradable shares.

The big news is in the last Q
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=184914

It's becoming a whole new company. First, they acquired some assets from Monaker Group (ticker MKGI, trading above $ 2):

'On Aug 31st, 2017, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Monaker Group. Pursuant to the Purchase Agreement, Bettwork purchased:

o Voyage Library / Website / YouTube channel (40,000 visitors per month). The library, YouTube Channel and website had approximately $8 million spent on creating them.
o 10% ownership in Launch 360 (includes RRTV and 1 hour airtime every day).
o Home & Away Club technology platform and ICE partnership.'

You can find some info about Voyage TV and Home & Away club on Monaker website
http://monakergroup.com/voyage-tv/
http://monakergroup.com/home-away-club/

Launch 360 Media, Inc. is an international media platform with programming channels reaching an audience of almost 90 million viewers in North and South America and Europe. Our focus is to showcase diversity through programs that feature multi-cultural content.
http://www.l360tv.com/about.html

Launch TV is distributed in 24 countries
http://www.l360tv.com/distribution.html


Monaker Group filed an 8k sept 5 about this:

Effective on August 31, 2017, we entered into a Purchase Agreement (the “ Purchase Agreement ”) with Bettwork Industries, Inc. (“ Bettwork ”). Bettwork’s common stock is quoted on the OTC Pink market under the symbol “ BETW ”.

Pursuant to the Purchase Agreement, we sold Bettwork:

(a)our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“ Voyages ”), including the voyage.tv website and 16,000 hours of destination and promotional videos;

(b)our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“ Launch360” );

(c)Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (a) the date the shares of Launch360 are no longer held by Bettwork; and (b) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and

(d)Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “ Assets ”).

Bettwork agreed to pay $2.9 million for the Assets, payable in the form of a Secured Convertible Promissory Note (the “ Secured Note ”). The amount owed under the Secured Note accrues interest at the rate of (a) six percent per annum until the end of the last day of the month in which the sale occurred; and (b) the greater of (i) six percent per annum and (ii) the prime rate plus 3 3/4% per annum, thereafter through maturity, which maturity date is August 31, 2020, provided that the interest rate increases to twelve percent upon the occurrence of an event of default.

Bettwork may prepay the Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the Secured Note is $1.00 per share (the “ Conversion Price ”), unless, prior to the Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “ Transaction ”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well).

The repayment of the Secured Note is secured by a first priority security interest in all of the Assets.

Separate from the Purchase Agreement, on August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment ”) with Bettwork and Crystal Falls Investments, LLC (“ Crystal Falls ”), which entity purchased our 51% membership interest in Name Your Fee, LLC in May 2016, in consideration for among other things, $750,000 evidenced by a Promissory Note (the “ Name Your Fee Note ”). Pursuant to the Assignment, the Name Your Fee Note, which had a principal balance of $750,000 as of the date of the Assignment, was assigned from Crystal Falls to Bettwork, we agreed to only look to Bettwork for the repayment of the Name Your Fee Note, Bettwork agreed to repay the Name Your Fee Note pursuant to its terms, and we provided Crystal Falls a novation of amounts owed thereunder. Crystal Falls also released us from any and all claims in connection with such Name Your Fee Note and any other claims which Crystal Falls then had. The Assignment also amended the Name Your Fee Note to include an option which allows us to convert the amount owed under the Name Your Fee Note into shares of Bettwork’s common stock at a conversion price of $1.00 per share.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12267140


The last sentence is interesting, because it tells us that $ 1 is the bottom price.


Besides this, the 10Q tells us the company did another acquisition:
'On December 22, 2017, the Company entered in an acquisition agreement with the members of Alliance Management Solutions, LLC (“AMS”)whereby the Company shall pay Cash Compensation and Benefit Plan for CEO of AMS as follows:
(a) $200,000 per annum for first 12 months
(b) AMS debt to membership interest holders will be paid off; up to $150,000, according to a schedule: to be determined at a later date.
(c) Car Allowance of $600.00 per month
(d) Health, Dental and Vision Insurance paid for by company
(e) All travel, trade show and approved expenses

And Stock Compensation as follows:
(a) Three Million Five Hundred Thousand Shares (3,500,000) of BETW common stock with a current market value of roughly $111,000, will be issued to the members of AMS, pro rata, with the following conditions.
(i) There will be a 3-year hold period
(ii) Membership Interest Holders may request to convert the stock into a Preferred Class of stock that controls 51% of the vote and converts into Three Million Five Hundred thousand Shares (3,500,000).
(A) There will be a 90 period for the option to convert into the
convertible preferred class.
In addition, the Company has agreed to (a) Company will, on a best efforts basis, attempt raise three hundred dollars (300,000 USD) annually for growth and expansion, understanding that acquisitions and funding may require amendments from time to time.

There is some info about AMS on LinkedIn
Alliance Management Solutions, LLC. (AMS Wireless) is a Site Development company established in 2005 providing comprehensive single source solutions to identify, lease, permit, and design wireless facilities. Our professional staff has managed projects for leading US wireless carriers including Sprint, T-Mobile and AT&T Wireless. AMS was created for the sole purpose of providing the highest quality real estate, development, land use, A&E, and project management expertise to telecommunication companies, utilities, governmental entities, as well as other growing and innovative companies.
https://www.linkedin.com/company/ams-wireless/