Bravo Multinational Inc 10-Q for FY2020 Q1
Bravo Multinational Inc. (BRVO)
About this 10-Q
Bravo Multinational Inc filed this 10-Q on April 30, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).
Headline figures
Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $60.1M
- compared with a net loss of $60.31K a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53505
BRAVO MULTINATIONAL INCORPORATED | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 26-1266967 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
|
| |
|
| |
Registrant’s telephone number, including area code: (757) 306-6090 | ||
|
| |
Securities registered under Section 12(b) of the Exchange Act: | None | |
|
| |
Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.0001 per share | |
| (Title of class) | |
i
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 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-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Non-accelerated filer [ X ] Emerging growth company [ ] | Accelerated filer [ ] Smaller reporting company [X] |
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 of the Exchange Act). Yes [ ] No [X]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common stock Par Value $0.0001 |
| BRVO |
| NONE |
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At April 30, 2020 the registrant had outstanding 17,025,791 shares of common stock, par value $0.0001 per share.
ii
TABLE OF CONTENTS
PART I |
|
|
Item 1. | Condensed Unaudited Financial Statements | 2 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 |
Item 4. | Controls and Procedures | 26 |
PART II | ||
Item 1. | Legal Proceedings | 29 |
Item 1A. | Risk Factors | 29 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
Item 3. | Defaults Upon Senior Securities | 30 |
Item 4. | Mining Safety Disclosures | 30 |
Item 5. | Other Information | 30 |
Item 6. | Exhibits | 33 |
| Signatures | 35 |
-1-
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO MULTINATIONAL INCORPORATED
FINANCIAL REPORTS |
AT |
MARCH 31, 2020 |
INDEX TO FINANCIAL STATEMENTS
Balance Sheets at March 31, 2020 - Unaudited and December 31, 2019 | 3 |
Statements of Operations for the Three Months Ended March 31, 2020 and 2019 - Unaudited | 4 |
Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 - Unaudited | 5 |
| Statements of Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019– Unaudited | 6 |
Notes to the Unaudited Financial Statements | 7-17 |
-2-
Bravo Multinational Incorporated |
CONSOLIDATED BALANCE SHEETS - UNAUDITED |
March 31, | December 31, | ||
| 2020 |
| 2019 |
ASSETS | |||
Current Assets | |||
Cash and Cash Equivalents | $ 6,286 | $ 6,286 | |
Accounts Receivable (Net of Allowance of $42,312 and $42,312, respectively) | — | — | |
Note Receivable (Net of Allowance of $2,725 and $2,725, respectively) | — | — | |
Notes Receivable - Related Party (Net of Allowance of $418,000 and $418,000, respectively) | — | — | |
Prepaid Expenses | — |
| 10,000 |
Total Current Assets | 6,286 |
| 16,286 |
Total Assets | $ 6,286 |
| $ 16,286 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Liabilities | |||
Accounts Payable and Accrued Expenses | $ 101,988 | $ 99,408 | |
Customer Deposits | 35,800 | 35,800 | |
Inventory Loan Payable - Related Party | 4,500 | 4,500 | |
Due to Related Parties | 69,588 | 80,423 | |
Notes Payable | 9,490 | 9,490 | |
Accrued Board of Directors Fees | 345,167 | 266,000 | |
Stock Payable - Related Parties | — |
| 1,608,126 |
Total Liabilities | 566,533 |
| 2,103,747 |
Commitments and Contingencies (Note 11) | |||
Stockholders' Deficit | |||
Common Stock - $0.0001 Par; 1,000,000,000 Shares Authorized, | |||
17,025,791 and 8,929,057 Issued and Outstanding, Respectively | 1,702 | 892 | |
Preferred Stock - $0.0001 Par; 40,000,000 Shares Authorized, -0- Issued | — | — | |
Preferred Stock Series A - $0.0001 Par; 10,000,000 Shares Authorized, | |||
2,500,000 and -0- Issued and Outstanding, Respectively | 250 | — | |
Additional Paid-In-Capital | 89,057,205 | 27,430,354 | |
Accumulated Deficit | (89,619,404) |
| (29,518,707) |
Total Stockholders' Deficit | (560,247) |
| (2,087,461) |
Total Liabilities and Stockholders' Deficit | $ 6,286 |
| $ 16,286 |
The accompanying notes are an integral part of these financial statements
-3-
Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
For the Three Months Ended March 31, |
|
| 2020 |
| 2019 |
Expenses | |||||
Depreciation | $ — | $ 57 | |||
General and Administrative | 3,779 | 3,370 | |||
Consulting | 12,000,000 | — | |||
Professional Fees | 26,459 | 56,881 | |||
Board of Directors Fees |
|
| 48,079,167 |
| — |
Total Expenses |
|
| 60,109,405 |
| 60,308 |
Loss from Operations | 60,109,405 | 60,308 | |||
Other (Income) and Expense | |||||
Interest Expense | 87 | — | |||
Gain on Stock Payable Conversion |
|
| (8,795) |
| — |
Total Other (Income) and Expense | (8,708) | — | |||
Loss Before Income Taxes | 60,100,697 | 60,308 | |||
Income Taxes |
|
| — |
| — |
Net Loss for the Period |
|
| $ 60,100,697 |
| $ 60,308 |
Weighted Average Number of Common Shares - Basic and Diluted | 12,520,419 | 8,779,057 | |||
| |||||
Net Loss for the Period Per Common Shares - Basic and Diluted |
|
| $ (4.80) |
| $ (0.01) |
-4-
Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
For the Three Months Ended March 31, |
| 2020 |
| 2019 |
Cash Flows from Operating Activities | ||||
Net Loss for the Period | $ (60,100,697) | $ (60,308) | ||
Non-Cash Adjustments: | ||||
Depreciation | — | 57 | ||
Preferred Stock Issued for Current Year Board of Directors Fees | 48,000,000 | — | ||
Preferred Stock Issued for Current Year Consulting Fees | 12,000,000 | — | ||
Gain on Stock Payable Conversion | (8,795) | — | ||
Changes in Assets and Liabilities: | ||||
Prepaid Expenses | 10,000 | 10,000 | ||
Accounts Payable and Accrued Expenses | 2,580 | (2,310) | ||
Accrued Board of Directors Fees |
| 79,167 |
| — |
Net Cash Flows Used In Operating Activities |
| (17,745) |
| (52,561) |
Cash Flows from Investing Activities |
| — |
| — |
Cash Flows from Financing Activities | ||||
Bank Overdraft | — | 39 | ||
Due to Related Parties, Net | 17,745 | 199 | ||
Capital Contributions - Directors |
| — |
| 52,273 |
Net Cash Flows Provided by Financing Activities |
| 17,745 |
| 52,511 |
Net Change in Cash and Cash Equivalents | — | (50) | ||
Cash and Cash Equivalents - Beginning of Period |
| 6,286 |
| 50 |
Cash and Cash Equivalents - End of Period |
| $ 6,286 |
| $ — |
Cash Paid During the Period for: | ||||
Interest | $ — | $ — | ||
Income Taxes |
| $ — |
| $ — |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common Stock Issued from Stock Payable | $ 1,593,348 | $ — | ||
Common Stock Exchanged for Due to Related Party | $ 34,562 | $ — | ||
Preferred Stock Issued for Services | $ 60,000,000 | $ — | ||
The accompanying notes are an integral part of these financial statements
-5-
Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - UNAUDITED |
Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Three Months Ended March 31, 2019 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - January 1, 2019 | 8,779,057 | $ 877 | — | $ — | $ 27,263,993 | $ (29,338,722) | $ (2,073,852) | |||||
Capital Contributions - Directors | — | — | — | — | 52,273 | — | 52,273 | |||||
Net Loss for the Period | — |
| — |
| — |
| — | — |
| (60,308) |
| (60,308) |
Balance - March 31, 2019 | 8,779,057 |
| $ 877 |
| — |
| $ — | $ 27,316,266 |
| $ (29,399,030) |
| $ (2,081,887) |
Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Three Months Ended March 31, 2020 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - January 1, 2020 | 8,929,057 | $ 892 | — | $ — | $ 27,430,354 | $ (29,518,707) | $ (2,087,461) | |||||
Preferred Shares Issued for Services | — | — | 2,500,000 | 250 | 59,999,750 | — | 60,000,000 | |||||
Common Stock Issued to Pay Due to Related Party | 132,932 | 13 |
| — | — | 34,549 | — | 34,562 | ||||
Common Stock Issued to Pay Stock Payable | 7,963,802 | 796 |
|
| 1,592,552 | — | 1,593,348 | |||||
Net Loss for the Period | — |
| — |
| — |
| — | — |
| (60,100,697) |
| (60,100,697) |
Balance - March 31, 2020 | 17,025,791 |
| $ 1,702 |
| 2,500,000 |
| $ 250 | $ 89,057,205 |
| $ (89,619,404) |
| $ (560,247) |
The accompanying notes are an integral part of these financial statements
-6-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 – Organization & Description of Business
Bravo Multinational Corporation (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the company’s name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated. On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the company’s name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company’s common stock should be changed to “BRVO,” and the company’s CUSIP identifier be changed to a newly issued number. FINRA granted its approval of the change of the company’s name on April 6, 2016. As a result of the change of name of the company, the company’s trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109.
The Company filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.
The Company owned patented and unpatented mining claims on War Eagle Mountain in the state of Idaho. The Company entered into a lease agreement with Silver Falcon Mining, Inc. (SFMI) under which SFMI is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by SFMI from tailing piles on the premises or through shafts or adits located on the premises. The lease agreement was deferred for a two year period, 2014 and 2015, so that SFMI could restructure its finances. The Company determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the Company is not recoverable. The Company currently owns 76.63 acres within seven patented claims with a 29.167% ownership interest on War Eagle Mountain in the state of Idaho. The Company allowed all of its BLM (Bureau of Land Management) unpatented and placer claims to expire. The carrying value on such claims both patented and unpatented was fully impaired due to lack of economic viabilities of such properties.
The Company is currently engaged in the business of buying and reselling gaming equipment. The Company also buys machines for its own use that are placed in casinos or gaming areas to obtain monthly revenue streams from the machines’ net win revenue.
-7-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed balance sheet at December 31, 2019, has been derived from audited financial statements and the accompanying unaudited condensed interim financial statements as of March 31, 2020 and 2019, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020.
Principles of Consolidation
The consolidated financial statements include the accounts of Bravo Multinational Incorporated, and its wholly owned subsidiary, Universal Entertainment SAS, Ltd., (the “Company”). All significant inter-company balances have been eliminated in consolidation. During the year ended December 31, 2017, management recognized that Universal is an inactive Florida corporation which no longer operates.
Method of Accounting
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. Actual results could differ from those estimates.
-8-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
Cash and Cash Equivalents
Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.
Accounts Receivable
Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.
Earnings (Loss) per Share
Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and
diluted earnings (loss) per share.
Stock Based Compensation
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party fair values of shares or the value of services, whichever is more readily determinable, is used to value the transaction.
-9-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
Fair Value Measurements
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued liabilities, and notes payable approximate fair value.
We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short-term nature or effective interest rates. We measure certain financial instruments at fair value on a recurring basis.
-10-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
Revenue Recognition
Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The Company operates as one reportable segment.
There was no revenue during the three months ended March 31, 2020 and 2019 since conditions in Nicaragua have not changed.
NOTE 3 – Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We will adopt the standard on fiscal year January 1, 2019. Based on our assessment of the new standard on our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact will be insignificant to our condensed consolidated financial statements based on the short-term nature of our leases and our election of such practical expedient.
-11-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 4 – Going Concern
The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit at March 31, 2020.
While the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement the Company’s business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
NOTE 5 – Accounts Receivable
Accounts receivable consisted of the following at March 31, 2020 and December 31, 2019:
March 31, | December 31, | |
2020 | 2019 | |
Accounts Receivable | $42,312 | $42,312 |
Less: Allowance for Doubtful Accounts | (42,312) | (42,312) |
Net Accounts Receivable | $ –– | $ –– |
-12-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 5 – Accounts Receivable– continued
Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the machine income that was in accounts receivable on December 31, 2017 in the amount of $42,312.
The Allowance for Doubtful Accounts in the amount of $42,312 was collected but it remains in Nicaragua because of the political instability, social unrest, and US Government's trade and economic sanctions; no transfer of funds to the US can be done at this time. Since these issues have yet to be resolved both domestically and internationally with Nicaragua, the $42,312 amount has not been paid in the US and has been written-off. Since the revenue was earned and collected in Nicaragua, the revenue remains recognized as an account receivable.
NOTE 6 – Notes Receivable – Related Parties
Notes receivable related parties consisted of the following at March 31, 2020 and December 31, 2019:
March 31, | December 31, | |
2020 | 2019 | |
Investcom – See Note 8 Related Party | $ 342,000 | $ 342,000 |
Rentcom – See Note 8 Related Party | 76,000 | 76,000 |
Total Notes Receivable | 418,000 | 418,000 |
Less: Allowance for Doubtful Accounts | (418,000) | (418,000) |
Net Notes Receivable – Related Parties | $ –– | $ –– |
Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at March 31, 2020 and December 31, 2019.
-13-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 7 – Related Party Transactions
During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Company’s former chief executive officer, for a total of $770,000. The sales were financed by a notes receivable in the amount of $342,000. Due to uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017 (See Note 6). The above mentioned sales were also paid for by reducing Mr. Parliaments’ note payable from the Company in the amount of $76,000.
During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director of the Company, for a total of $525,000. The sale reduced the note payable to Mr. Brooks in the amount of $209,000. The sale was also financed by a note receivable in the amount of $76,000. Due to uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017 (See Note 6).
Due to Related Parties consist of payments of Company expenses by the Company’s two (2) current directors, one (1) former director and related party, Julios Kosta. Amounts due were $69,588 and $80,423 at March 31, 2020 and December 31, 2019, respectively.
The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors. Yes International provides all services at no cost except for press release wire services. For each of the three months ended March 31, 2020 and 2019 the Company paid press release wire services in the amount of $-0-. The Company also currently operates out of the Yes International Inc., offices at no cost.
Stock payable – related parties consisted of the following at March 31, 2020 and December 31, 2019:
March 31, | December 31, | |
2020 | 2019 | |
Doug Brooks | $ –– | $ 285,270 |
Rich Kaiser | –– | 117,476 |
Julios Kosta | –– | 468,628 |
Marsadi Parliament | –– | 268,279 |
Paul Parliament | –– | 468,473 |
Total Stock Payable – Related Parties | $ –– | $ 1,608,126 |
-14-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 8 – Notes Payable
Notes Payable consists of the following unsecured notes:
March 31, | December 31, | |
2020 | 2019 | |
Al Yee – 7% Interest, Matures January 2017 | $ 5,000 | $ 5,000 |
Michael Walkil – Non Interest Bearing, Due on Demand | 4,490 | 4,490 |
Total Notes Payable | $ 9,490 | $ 9,490 |
Interest expense on Mr. Yee’s loan for the three months ended March 31, 2020 and 2019 was $87 and $-0-, respectively. Interest expense from January 2015 (note inception) through June 30, 2019 in the amount of $1,575 was recorded in June 2019.
NOTE 9 – Inventory Loan Payable – Related Party
Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party. Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete. Amount due at March 31, 2020 and December 31, 2019 was $4,500.
-15-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 10 – Capital Stock
Preferred Stock
On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in blank check preferred shares to 50,000,000 from 5,000,000. 10,000,000 of these blank check preferred shares have been separately allocated to Series A Preferred leaving 40,000,000 blank check preferred authorized. Preferred stock - A can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At March 31, 2020 and December 31, 2019 there were 2,500,000 and -0- shares issued and outstanding, respectively.
During the year ended December 31, 2017, 5,000,000 shares were returned by their respective shareholders. No compensation was given for the stock that was returned.
Common Stock
On January 16, 2017 the Articles of Incorporation were amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock.
Reverse Stock Split
On January 16, 2017, the Company approved a one-for-three hundred (1:300) reverse stock split. This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split.
Stock Compensation Plan
On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock. The Plan shall expire on March 15, 2028. As of March 31, 2020, no shares had been issued from this plan.
-16-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 11 – Commitments and Contingencies
Beginning in 2018, the Company leases space at Yes International Inc., a related party, at no cost. Rent expense for the each of the three months ended March 31, 2020 and 2019 was $-0-.
NOTE 12 - Subsequent Events
Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.
We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.
-17-
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our unaudited financial statements and related notes thereto included in Part I, Item 1, above. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading "Risk Factors," below.
Forward Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
·our future strategic plans
·our future operating results;
·our business prospects;
·our contractual arrangements and relationships with third parties;
·the dependence of our future success on the general economy;
·our possible future financing
·the adequacy of our cash resources and working capital;. and
·the Covid-19 pandemic
-18-
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
Management is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on the company's operations which could have a material adverse effect on the company's current financial position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status, could have a negative impact on the company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.
Company Overview
We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team. On August 7, 2007, our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, what is the purchase and leasing of gaming equipment. The change of name was to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the Registrant's name the trading symbol for the shares of the Registrant's common stock has been changed to “BRVO,” and Registrant's CUSIP identifier has been changed to 10568F109.
The Registrant filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.
-19-
On January 16, 2017, the Company amended its certificate of incorporation to effect a one-for-three hundred (1:300) reverse stock split. This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. On April 3, 2017, FINRA- recognized and allowed the Company's 1:300 reverse stock split.
On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its preferred stock to Preferred Stock Series A. The Series A will have a par value of $0.0001 per share, will be entitles to receive one hundred (100) time the dividends per share of common stock, will have 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock. In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001 per share, Bravo Multinational is authorized to issue 50,000,000 shares of “Blank Check” Preferred stock of which 10,000,000 have been issued leaving 40,000,000 authorized but unissued, par value $0.0001 per share. There are no “Blank Check” preferred shares outstanding and no trading market for the shares of our "Blank Check "preferred stock.
Current Business
We are engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua due to political and economic instabilities. We are planning to operate our business in the US and within other more stable democracies in Latin America.
During October 2017 severe weather, hurricanes, rain and flooding occurred in Nicaragua where the company had its gaming machines operation. Lower tourism and local traffic due to these uncontrollable weather issues had an effect on the Company’s machine revenues during the fourth quarter of 2017. The Company had purchased 300 gaming machines that were placed in casinos where they were producing a monthly revenue stream based on net wins of the each machine. Consequently, revenue and account receivable due on these machines cannot be collectable due to the social and economic conditions which prevailed after the storms. Currently, the country has economic and trade sanctions in place by the U.S. Government.
On or about the first week of December 2017, Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC notified management of serious issues throughout the Country of Nicaragua. Civil unrest started due to lack of simple social services, like electricity, running water and destroyed infrastructure from Hurricane Nate. The ever growing political and civil unrest affected the country’s economy, which had a direct effect on the gaming industry in Nicaragua. The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. On December 30, 2017, management canceled the business contracts with both Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC. Subsequently, The US Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO’s business practices in the country. As of January 2018, the Company ceased operations in Nicaragua.
-20-
Management continues to look at other opportunities outside of the casino gaming industries as those opportunities present themselves. If a viable opportunity becomes available, management will determine if such an opportunity is accretive to the Company and can create shareholder value.
Former Business
We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest. We allowed all of our BLM (Bureau of Land Management) unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future. Currently, the carrying value on such patented claims were fully impaired due to lack of economic viability of such properties.
For a complete discussion of the mining activities on our mining claims conducted by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC. However it should be noted that we were not at any time a mining operator. As described above, the Company owns mining claims, but none of those claims are leased to a third party. Since the mining operations of our lessee no longer have any relevance to our new business of the leasing and selling of gaming equipment, we will only include financial information relating to revenues, expenses, and results of operations and other relevant information with respect to the former mining activities of the lessee of our mining properties.
Transfer Agent
Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.
Company Contact Information
Our principal executive offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report.
Current Directors
The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:
Merle Ferguson | Director |
Richard Kaiser | Director |
-21-
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – March 31, 2020 and 2019 Statements
The sales revenue from the Company’s gaming machine sales for the three months ended March 31, 2020 and 2019 were $-0- and $-0-. Gaming machine sale of $-0- occurred due to no sales, and management in 2018 ceased operations in Nicaragua due to economic and political instabilities.
Cost of sales for the three months ended March 31, 2020 was $-0- and for the three months ended March 31, 2019 was $-0-. The Company had no sales during each of the three months ended March 31, 2020 and 2019.
Gross profit for the three months ended March 31, 2020 was $-0- and for the three months ended March 31, 2019 was $-0-.
Total Operating expenses for three months ended March 31, 2020 was $60,109,405 compared to $60,308 for the three months ended March 31, 2019. The increase was attributed to an increase in board of director fees, officers pay, and consulting fee associated from the cost of the issuance of convertible Preferred 'A' shares.
-22-
Net Loss:
Net loss for the three month ended March 31, 2020 and 2019 were $60,100,697 and $60,308, respectively.
Liquidity and Capital Resources:
As of March 31, 2020, the Company’s assets totaled $6,286, which consisted of cash of $6,286. Our total liabilities were $566,533. And, the Company had an accumulated deficit of $89,619,404, and a working capital deficit of $560,247.
As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO and CFO to advance funds as necessary in meeting our operating requirements.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the three months ended March 31, 2020 was $17,745, and for the three months ended March 31, 2019 was $52,561, respectively. The decrease in cash used for operating activities was due to the decrease in professional fees. Professional fees decreased by $30,422 from $56,881 for the three months ended March 31, 2019 to $26,459 for the three months ended March 31, 2020.
-23-
Cash Flows from Investing Activities
Net cash used in investing activities was $ -0- and -0- for the three months ended March 31, 2020 and 2019.
Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2020 was $17,745, and for the three months ended March 31, 2019 was $52,511. The decrease amount was attributed to lower cash infusions by the Company's directors and related parties that were used in operational and professional fee expenses.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
-24-
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended December 31, 2019 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
-25-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of March 31, 2020.
-26-
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended March 31, 2020. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
-27-
We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of March 31, 2020:
- The Company has inadequate segregation of duties within its cash disbursement control design.
- During the Quarter ended March 31, 2020 the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2020 to have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.
We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.
-28-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments during the quarter ended March 31, 2020 in any material legal proceedings to which we are a party or of which any of our property is subject.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 4, 2020, Bravo Multinational, Inc. issued 2,500,000 shares of its Preferred Series 'A' shares pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The Series 'A' Preferred shares have voting rights equal to 100 shares of common stock and they are each convertible into 100 shares of common stock of the Company at the option of the holder. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances (See Exhibits 10.04, 10.05 & 10.06).
All of the above described investors who received shares of our common or preferred stock were provided with access to our filings with the SEC, including the following:
· The information contained in our annual report on Form 10-K under the Exchange Act.
· The information contained in any reports or documents required to be filed by Bravo Multinational under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.
· A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.
-29-
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
Promissory Note
On December 31, 2017, the Board of Directors unanimously agreed to allow Isabell Pilon to cancel and return to the Company’s treasury 245,098 common shares. The board, in turn, recognized and approved the promissory note with a, face value of $125,000 (one hundred twenty five thousand dollars). The note pays interest at eight (8%) percent per annum. The term on the note is 24-months from date of issuance, and it matures on December 31, 2019. At anytime, the note may be converted into common shares at ten cents ($0.10) per share. On March 13, 2018, the Board of Directors unanimously agreed to allow Isabell Pilon to convert her promissory note for ten cents ($0.10) per common share. On November 18, 2018, the board unanimously amended the terms of the outstanding promissory notes by changing the conversion price from $0.10 (ten cents) per share to $0.20 (twenty cents) per share on the promissory note with accrued interest at 8% per annum owed as of November 19, 2018. On November19, 2018, Isabell Pilon gifted her note including interest to Marsadi Parliament. The note holder (Marsadi Parliament) enacted an "Order to Convert" which stop any further accrued interest. On February 7, 2020, the Company converted the promissory note through issuance 1,341,395 common shares.
On November 19, 2018, the Promissory Note held by Paul Parliament enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 2,192,365 common shares.
On November 19, 2018, the Promissory Note held by Douglas Brooks enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 1,426,350 common shares.
-30-
On November 19, 2018, the Promissory Note held by Richard Kaiser enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 587,380 common shares.
On November 19, 2018, the Promissory Note held by Julios Kosta enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. On December 31, 2018, Julios Kosta gifted $45,000 of this note payable to another party who converted the note to common BRVO shares as at $0.20 (twenty cents). The "Order to Convert" stopped any further accrued interest. On March 25, 2020, the Company converted the promissory note through the issuance 2,343,141 common shares.
S-8 Registration
On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock. 6,000,000 shares of common stock are registered to this plan and the plan shall expire on March 15, 2028. As of March 31, 2020 4,516,667 shares had been issued from this plan.
On January 28, 2020, the Company issued to Mr. Paul Parliament for a consulting agreement, effectuated November 20, 2018 which expired on July 19, 2019; 73,171 shares of S-8 common stock at $0.41 per shares based on the closing price of the Company's stock price on July 10, 2019.
-31-
On January 28, 2020, the Company issued to Mr. Paul Parliament for out-of- pocket expenses totaling $28,580 which were owed to him prior to his resignation as an officer and director of the Company up through November 18, 2019; 132,932 shares of S-8 common stock at $0.2135 per share based on the closing price of the Company's stock price on January 27, 2019.
Employment Contracts
On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Merle Ferguson as the Company's Chairman & President with an annual salary of $300,000 to be paid in cash, shares or combination of cash and shares. A 1,500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Exhibit 10.01).
On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. A 500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Exhibit 10.02).
Consulting Agreements
On February 2, 2020, The Company signed a three year consulting agreement with Ms. Susan Donohue for corporate consulting services. The Company issued a one-time payment of 500,000 Preferred Series 'A' as payment-in-full on the agreement (See Exhibit 10.03).
-32-
ITEM 6. EXHIBITS
Index to Exhibits.
Exhibit No. | Identification of Exhibit | ||||||||||||||
Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1 on Form 10 on November 24, 2008, File Number 000-53505. | |||||||||||||||
Corrected Certificate of Amendment to Certificate of Incorporation dated October 5, 2010, filed as Exhibit 3.3 on Form 10-K, on March 31, 2011, Commission File Number 000-53505. | |||||||||||||||
Certificate of Amendment to Certificate of Incorporation, filed February 3, 2014, filed as Exhibit 3.4 on Form 10-K, on April 15, 2014, Commission File Number 000-53505. | |||||||||||||||
Certificate of Amendment of Restated Certificate of Incorporation of Goldland Holdings, Co., changing name to Bravo Multinational Incorporated, filed with State of Delaware on March 24, 2016, and effective on April 1, 2016, filed as Exhibit 3.1 Report on Form 8-K, on April 7, 2016, File Number 000-53505. | |||||||||||||||
Amended and Restated Bylaws of Bravo Multinational Incorporated dated February 13, 2017, filed as Exhibit 3.1 to the Registrant's DEF 14C. | |||||||||||||||
Amended and Restated Bylaws of Bravo Multinational Incorporated dated October 4, 2019, filed as Exhibit 3.10 on Form 10-Q Nov. 6, 2019. | |||||||||||||||
Form of Common Stock certificate, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 10 on November 24, 2008, File Number 000-53505. | |||||||||||||||
Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.9 on Form 8-K/A, Amendment No. 1, on April 1, 2015, File Number 000-53505. | |||||||||||||||
Certificate of Designation for Series A Preferred Stock of Goldland Holdings Co. filed with the Secretary of State of Delaware on March 24, 2015, filed as Exhibit 4.1 on Form 8-K/A, Amendment No. 1, on April 1, 2015, File Number 000-53505. | |||||||||||||||
-33-
| Employment Contract- Ferguson- February 1, 2020 (filed as Exhibit 10.18 on Dec. 31. 2018 year-end report Form 10-K) | |||||||||||||||
| Employment Contract-Kaiser-February 1, 2020 (filed as Exhibit 10.19 on Dec. 31. 2018 year-end report Form 10-K) | |||||||||||||||
| Consulting Agreement -Donohue- February 4, 2020 (filed as Exhibit 10.20 on Dec. 31. 2018 year-end report Form 10-K) | |||||||||||||||
| Subscription Agreement Preferred Series A- Ferguson-February 4, 2020 (filed as Exhibit 10.21 on Dec. 31. 2018 year-end report Form 10-K) . | |||||||||||||||
| Subscription Agreement Preferred Series A- Kaiser-February 4, 2020 (filed as Exhibit 10.22 on Dec. 31. 2018 year-end report Form 10-K). | |||||||||||||||
| Subscription Agreement Preferred Series A- Donohue-February 4, 2020 (filed as Exhibit 10.23 on Dec. 31. 2018 year-end report Form 10-K) . | |||||||||||||||
Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
101+ |
XBRL Interactive Exhibits. | ||||||||||||||
* Previously filed.
+filed herewith
-34-
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRAVO MULTINATIONAL INCORPORATED
|
|
Dated: April 30, 2020 | By: /s/ Merle Ferguson Merle Ferguson Chief Executive Officer |
By: /s/Richard Kaiser Richard Kaiser Chief Financial Officer |
-35-
EXHIBIT 31.1
CERTIFICATION
I, Merle Ferguson, certify that:
1. | I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; | ||
|
| ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
|
| ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
| ||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| ||
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
| |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
| |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
| |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| ||
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
| |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ Merle Ferguson |
April 30, 2020 |
| Merle Ferguson Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Richar Kaiser, certify that:
1. | I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; | ||
|
| ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
|
| ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
| ||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| ||
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
| |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
| |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
| |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| ||
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
| |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ Ruichard Kaiser |
April 30, 2020 |
| Richard Kaiser Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Merle Ferguson certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated., on Form 10-Q for the quarter ended March 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
| By: | /s/ Merle Ferguson |
April 30, 2020 |
| Merle Ferguson Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Richard Kaiser, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated on Form 10-Q for the quarter ended March 31, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
| By: | /s/ Richard Kaiser |
April 30, 2020 |
| Richard Kaiser Chief Financial Officer (Principal Accounting and Principal Financial Officer) |