Bravo Multinational Inc 10-K for FY2022
Bravo Multinational Inc. (BRVO)
About this 10-K
Bravo Multinational Inc filed this 10-K on March 6, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $528.06K
- compared with a net loss of $420.13K a year earlier
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| (Mark One) | |
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the fiscal year ended | |
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from ____________________ to _____________________ | |
Commission
File No.
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
(principal executive offices) |
| |
| Registrant’s
telephone number, including area code: | ||
Securities registered under Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act: Common stock, par value $0.0001 per share.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days.
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).
i
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its annual report.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller
reporting company |
||||
| Emerging
Growth |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐
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. ☐
The
aggregate market value of the 10,962,523 shares of common equity held by non-affiliates computed by reference to the average bid and
ask price of $0.035 per share of the registrant’s common stock (as reported on the OTCPINK operated by “The OTC Markets Group, Inc.”)
at which the common equity was last sold as of the last business day of its most recently completed second fiscal quarter (June 30, 2022)
was approximately $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At March 3, 2023 the registrant had outstanding shares of common stock, par value $0.0001 per share.
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Table of Contents
INDEX
| PART I | -Page- | |
| Item 1. | Business | 2 |
| Item 1A. | Risk Factors | 3 |
| Item 1B. | Unresolved Staff Comments. | 3 |
| Item 2. | Property | 3 |
| Item 3. | Legal Proceedings | 3 |
| Item 4. | Mine Safety Disclosures | 3 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 4 |
| Item 6. | Selected Financial Data | 5 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 7 |
| Item 8. | Financial Statements and Supplementary Data | 7 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 7 |
| Item 9A. | Controls And Procedures | 7 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 8 |
| Item 11. | Executive Compensation | 11 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 12 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 12 |
| Item 14. | Principal Accountant Fees and Services | 12 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 13 |
| Signatures | 14 |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, as well as those discussed in the section “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
Item 1. Business.
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, which is the purchase and leasing of gaming equipment. The change of name was effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the Registrants name the trading symbol for the shares of the Registrant’s common stock has been changed to “BRVO.” 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.
On January 16, 2017, The Board of Directors of the Company unanimously approved an amendment to the Company’s Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-three hundred (1-for-300) reverse stock split of our common stock. Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware. The amended Articles of Incorporation increased the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $0.0001 per share. The preferred shares are blank check preferred. Registrant’s CUSIP identifier has been changed to 10568F208.
On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its “blank check” preferred stock as Series ‘A’ Preferred Stock, which left 40,000,000 “blank check” authorized but unissued. The Preferred Series ‘A’ had a par value of $0.0001 per share, and entitled holders to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock. Currently, there are no Series ‘A’ Preferred shares outstanding.
On October 09, 2020, The Company moved it state of incorporation from the State of Delaware to the State of Wyoming. After the move to Wyoming, authorized capital of Bravo Multinational Incorporated consists of an unlimited number of shares of Common Stock, par value $0.0001 per share, an unlimited number of shares of Preferred Stock, $0.0001 par value per share and an unlimited number of shares of Series Preferred ‘A’ stock at a par value of $0.0001, which has the same characteristics as described above. The reincorporation did not affect total stockholder equity or total capitalization of the Company (See Exhibit 3.1).
Former Business
We currently own 76.63 acres within seven patented mining claims with a 29.167% ownership interest. We allowed all of our BLM 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 was fully impaired due to lack of economic viability of such properties.
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 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. 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
Current Business
We are currently engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua in 2017 due to political and economic instabilities. We are planning to operate our business in the US and 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 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.
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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. Currently, the US Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO’s business practices in the Country.
Throughout 2018, the Company struggled to maintain its gaming operations. The politically unstable situation in Nicaragua, in addition to US financial and trade sanctions against the current Nicaraguan Government, caused Bravo Multinational, Inc. to reassess it gaming operations. As such, on November 18, 2018, management changed the direction of the Company by evaluating gaming operations as they might exist in the USA and Canadian markets and other more stable democracies within Latin America.
Management evaluated other possible casino gaming operations with the expectation of finding an economic viable operation. In 2021, management did due diligence on other industry opportunities outside of the casino gaming industries. Management determined and evaluated these opportunities and made the determination that moving forward was not accretive to the Company, and was unlikely to create meaningful shareholder value.
Throughout 2021 and 2022, management evaluated other possible casino gaming operations with the expectation of finding an economically viable business model. Also, management is in the process of conducting due diligence and negotiations in connection with other opportunities outside of the casino gaming industry.
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.
Item 1A. Risk Factors
Not applicable.
Item1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company office is located at 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454. Current rent expense is zero, since the Company is sharing office space at no cost with its Director and CFO, Mr. Richard Kaiser.
A description of our mining properties is included in “Item 1. Business” and is incorporated herein by reference. We have written-off the cost of the mining properties inasmuch as the value of any future revenue is unknown. We believe that we have good title to our mining properties, subject to liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in a business. We have no plans to revive our mining operations at this time, although, we continue to evaluate the benefits of doing so.
Our mining claims are listed below:
| Name | Ownership Interest | Type of Claim | Acres |
| Poorman Lode Claim | 29.167% | Patented | 3.44 |
| London Lode Claim | 29.167% | Patented | 17.52 |
| North Empire Lode Claim | 29.167% | Patented | 1.25 |
| Illinois Central Lode Claim | 29.167% | Patented | 2.85 |
| South Poorman Lode Claim | 29.167% | Patented | 20.57 |
| Jackson Lode Claim | 29.167% | Patented | 10.34 |
| Oso Lode Claim | 29.167% | Patented | 20.66 |
A patented mining claim is one which the federal government has passed title to the claimant, making the claimant the owner of the surface and mineral rights. An unpatented mining claim is one which is still owned by the federal government, but which the claimant has a right to possession to extracted minerals, provided the land is open to mineral entry.
Item 3. Legal Proceedings.
None
Item 4. Mine Safety Disclosure(Removed and Reserved).
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock trades on the OTC Markets - Pink, OTCPK, under the trading symbol “BRVO.”
The following table sets forth the high and low bid prices for our common stock on the OTCPK as reported by various market makers:
| High | Low | |
| Fiscal 2021 Quarter Ended: | ||
| March 31, 2021 | $ 0.25 | $0.158 |
| June 30, 2021 | $0.251 | $ 0.12 |
| September 30, 2021 | $ 0.10 | $ 0.10 |
| December 31, 2021 | $0.041 | $ 0.04 |
| High | Low | |
| Fiscal 2022 Quarter Ended | ||
| March 31, 2022 | $ 0.049 | $ 0.049 |
| June 30, 2022 | $ 0.035 | $ 0..035 |
| September 30, 2022 | $ 0.041 | $0.041 |
| December 31, 2022 | $0.05 | $0.05 |
As of December 31, 2022 we had 47,641,011 shares of our common stock outstanding. Our shares of common stock are held by approximately 122 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.
Dividends
We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.
Preferred Stock
Bravo Multinational, Inc. is authorized to issue an unlimited number of shares of “Blank Check” Preferred stock, with a par value of $0.0001 per share. There are no “Blank Check” preferred shares outstanding and there is no trading market for our “Blank Check” preferred stock.
Additionally, the Company is authorized to issue Series ‘A’ Preferred stock. The Series ‘A’ Preferred stock has a par value of $0.0001 per share, and each share is entitled to receive one hundred (100) times the dividends per share of common stock, each shares has voting rights equal to 100 shares of common stock, and they have liquidation rights and conversion rights equal to 100 shares of common stock. There are no Series ‘A’ Preferred outstanding at this time, and there is no trading market for the Series ‘A’ Preferred stock.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
In 2022, The Company had no sales of unregistered securities.
The securities described above if any were issued would have had a reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act. Each investor acquired his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.
Corporate Actions
On September 25, 2020, the Company filed a Definitive Information Statement on a shareholder consent to reincorporate Bravo Multinational Incorporated from the State of Delaware to the State of Wyoming (See Exhibit 4.1).
On June 01, 2021, the Company accepted the resignations of Steve Gagnon, John LaViolette and Sasha Shapiro as directors.
On September 07, 2022, the Company dissolved the “Business Advisory Board” that was formed in 2020.
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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 |
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. 1,500,000 Preferred Series ‘A’ shares were issued to Mr. Ferguson as part of the compensation agreement (See Exhibit 10.10). On December 7, 2020, Bravo Multinational Incorporated, issued 20,000,000 shares of its common stock issued to Mr. Ferguson in exchange for the return of the 1,500,000 shares of its Preferred Series ‘A’ shares. The common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.
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. 500,000 Preferred Series ‘A’ shares were issued to Mr. Kaiser as part of the compensation agreement (See Exhibit 10.11). On December 7, 2020, Bravo Multinational Incorporated, issued 5,000,000 shares of its common stock to Mr. Kaiser in exchange for the return of the 500,000 shares of its Preferred Series ‘A’ shares. The common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.
Consulting Agreements
On February 2, 2020, the Company signed a three year consulting agreement with Ms. Susan Donohue. In consideration for entering into that contract, the Company issued a one-time payment of 500,000 Preferred Series ‘A’ shares to Ms. Donohue as payment-in-full for the agreement (See Exhibit 10.12). On December 7, 2020, the Series A Preferred shares issued to Ms. Donohue were returned to the Company in exchange for 5,000,000 shares of common stock. The contract expired on February 02, 2023.
Corporate Events During 2022
On September 07, 2022, the Board of Directors dissolved the “Business Advisory Board” that was formed in November 2020. The dissolution of the Business Advisory Board is not due to any disputes or disagreements.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.
The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings “Special Note Regarding Forward-Looking Statements.”
Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “BRVO|” and “Bravo Multinational Incorporated,” all refer to the “Company”.
As mentioned above, over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we had been engaged in the business of owning and leasing mining claims, see “Item 1. Business - Former Business.”
For a complete discussion of our former leasing of mining claims, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.
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.
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.
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. 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 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. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations. It may also have the effect of heightening many of the other risks and uncertainties which the Company faces.
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Going Concern
As of December 31, 2022, Bravo Multinational had an accumulated deficit of $90,940,720. We, as managment, have substantial doubt about our ability to continue as a going concern. While we are attempting to generate revenues, our cash position may not be significant enough to support our daily operations. We intends to raise additional funds by way of an offering of our securities, and that the actions presently being taken to further implement our business plan and generate revenues will improve the Company’s operating results. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. This issue is addressed in footnote 4 to the financial statements.
Year Ended December 31, 2022, compared to the Year Ended December 31, 2021
Revenues for the Company’s year ended December 31, 2022 totaled $-0- and for year ended December 31, 2021 totaled $-0. No machines sales occurred throughout the years ended December 31, 2022 and 2021.
Cost of Goods Sold for the year ended December 31, 2022 totaled $-0- and for year ended December 31, 2021 totaled $-0. No gaming machines were purchased or sold during the years ended December 31, 2022 and 2021.
Gross margins for the years ended December 31, 2022 and 2021 were 0%, respectively.
General and Administrative expenses for the year ended December 31, 2022 totaled $8,793 compared to $9,436 for year ending December 31, 2021. The decrease was attributed to lower fees paid to the Company’s stock transfer agent in 2022.
Professional Fees for the year ending December 31, 2022 totaled $44,265 compared to $43,203 for year ending December 31, 2021, the increase was attributed to higher legal and accounting fees incurred as a fully reporting Company with the SEC.
Board of Director fees for the year ending December 31, 2022 totaled $475,000 compared to $475,000 for year ending December 31, 2021.
Total Other (Income) and Expense for the year ending December 31, 2022 was $-0-, compared to $107,513 for year ending December 31, 2021, the decrease was because the Company had no gain from write-offs on Loan and Account Payables.
Net Loss
Net loss for the years ended December 31, 2022 and 2021 were $528,058 and $420,126 respectively. The increase in loss in 2022 was attributed due to the decrease in Total Other (Income) and Expense as mentioned per above.
Liquidity and Capital Resources:
As of December 31, 2022, our only asset, consisted of Cash, totaled $73. The Company’s total liabilities at December 31, 2022 were $1,767,537, which consisted primarily of accounts payable, accrued expenses, customer deposits, and accrued board of director fees. As of this date the Company had an accumulated deficit of $90,940,720 and working capital of deficit of $1,767,464. This increase in our deficit over the same period in 2021, is due to the decrease in Total Other (Income) and Expense; no gains in write-offs for 2022.
The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern (see footnote 4 of the financial statements). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 to advance funds as necessary to meet our operating requirement.
Cash from Financing Activities
Net cash provided by financing activities was $53,014 for year ended December 31, 2022, and was $47,942 for year ended December 31, 2021.
Accounting Principals
Our consolidated financial statements and accompanying notes are prepared in accordance with the United States generally accepted accounting principles. 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.
Stock-Based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718)to expand the scope of ASC 718,Compensation - Stock Compensation (Topic 718)(“ASU 2018-07”), to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The Company is still evaluating this ASU and anticipates it will not have significant impact on our condensed consolidated financial statements and related disclosures.
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.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1,et seq.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Operating Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this Form 10-K. The Disclosure Controls evaluation was conducted under the supervision and with the participation of management, including our Chief Operating Officer and Chief Financial Officer. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Operating Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in this Form 10-K. Throughout the course of our evaluation of our internal control over financial reporting, we advised our Board of Directors that we had identified a material weakness as defined under standards established by the Public Company Accounting Oversight Board (United States). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness we identified is discussed in “Internal Control Over Financial Reporting” below. Our Chief Operating Officer and Chief Financial Officer have concluded that as a result of the material weakness, as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were not effective.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of 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 due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal operating officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.
Based on our evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. The material weakness identified did not result in the restatement of any previously reported financial statements or any related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period.
The material weakness are set forth below:
● The Company has inadequate segregation of duties within its cash disbursement control design.
● During the year ended December 31, 2022, 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.
● The Company is continuing the process of remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans, as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.
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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 December 31, 2022. In making this assessment, management used the 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.
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.
Because of the material weakness described above, management concluded that, as of December 31, 2022 our internal control over financial reporting was not effective based on the criteria established in Internal Control-Integrated Framework issued by COSO. There has been no change in our internal controls that occurred during our most recent fiscal period that has materially affected, or is reasonably likely to affect, our internal controls.
In May 2013, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) released an updated version of its Internal Control - Integrated Framework (“2013 Framework”), Initially issued in 1992, the original framework (“1992 Framework”) provided guidance to organizations to design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 2013 Framework is intended to improve upon systems of internal control over external financial reporting by formalizing the principles embedded in the 1992 Framework, incorporating business and operating environment changes and increasing the framework ease of use and application. The 1992 Framework remained available until December 15, 2014, after which it was superseded by the 2013 Framework. As of December 31, 2014, the Company transitioned to the 2013 Framework. The Company did not experience significant changes to its internal control over financial reporting as a result of the transition to the 2013 Framework.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit smaller reporting companies like us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
No changes have occurred in the Company’s internal controls over financial reporting during the Company’s last fiscal quarter, which has materially affected or is likely to affect such controls.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth information concerning the directors and executive officers of Bravo Multinational of December 31, 2022:
| Name | Age | Position | Director Since |
| Merle Ferguson | 76 | Chairman of the Board, Chief Executive Officer, President, and Director (Nov. 2018) | 2018 |
| Richard Kaiser | 58 | Secretary and Corporate Governance Officer, Interim Chief Financial Officer (Feb. 2017) | 2016 |
The following sets forth biographical information regarding the Company’s directors.
Mr. Ferguson became Chairman of the Board, CEO and President of the Company in November 2018. Prior to that, he had no relationship with the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In April of 1966, he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January 12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology Group, Inc., a company located in Salt Lake City, Utah, a biotech company involved in the manufacturing and marketing of products involving stem cells and genetic therapeutics. Predictive Technology Group, Inc.’s stock trades on the OTC Markets-Pink. Mr. Ferguson became Chairman of the Board of Bioforce Nanosciences Holdings, Inc. (BFNH) on July 8, 2013, and subsequently on December 1, 2016 he also became CEO and President of that Company. He resigned as CEO and President of Bioforce in November 2021, but remains BFNH’s Chairman. BFNH is a fully reporting entity with its stock trading on the OTC MARKET - Pink under the symbol BFNH. From January 2009 to the present, Mr. Ferguson had served as Chairman, President, CEO, CFO and majority owner of Element Global, Inc., located in Los Angeles, California. Element Global provides mining, media and energy services. Beginning in May, 2014, Mr. Ferguson also became Chairman and President of Element Global. The stock of Element Global is trades on the OTC Markets Pink, no information market. From January 2002 to 2014, Mr. Ferguson served as an Officer and Director of Gold Rock Holdings, Inc. Since 2014, he has also served as President, Chairman and CEO of Gold Rock, located in Virginia Beach, Virginia. Gold Rock Holdings is a Nevada Corporation which trades under the symbol GRHI on OTC Markets. Gold Rock Holdings, Inc. provides underground contruction managment services for laying fiber optic and copper cables. The Board reviewed Mr. Ferguson’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.
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Richard Kaiser since 2018 is the Company’s Director, Acting CFO, Corporate Secretary and Corporate Governance Officer. He has served as an officer and Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia Beach, Virginia. In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College.) From July 1, 2013 to the present, Mr. Kaiser has also served as a director, secretary and interim CFO of BioForce NanoSciences Holdings, a public company, trades under symbol BFNH on OTC Markets and is Nevada Corporation with its headquarters located in Virginia Beach, Virginia. BioForce NanoSciences Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. In August 2022, Mr. Kaiser became a Director and Cheif Finanical Officer of Gold Rock Holdings, Inc., located in Virginia Beach, VA. Gold Rock Holdings is a Nevada Corporation which tracdes under the symbol GRHI on OTC Markets. Gold Rock Holdings, Inc. provides underground contruction managment services for laying fiber optic and copper cables. The Board reviewed Mr. Kaiser’s background and considered him qualified for his position due to his educational background and his experience with SEC filings and public companies.
Committees of the Board
We currently have an Executive Committee of our board of directors which was established on March 24, 2015. However, we do not currently have an Audit, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors. We have adopted a charter for the Executive Committee as well as charters for the other committees, in the event that we elect to implement them. Copies of the charters for each committee have been previously filed with the Securities and Exchange Commission. In addition, we have posted copies of the charters for each committee on our website at www.bravomultinational.com. We will provide to any person without charge, upon request, a copy of the charter for any of our committees. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our committees or their charters. Any such request should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or you may email Mr. Kaiser at info@bravomultinational.com. The information contained in our website shall not constitute part of this filing.
For the areas where we dont have committees, such responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASDAQ’s listing standards described below. Our financial constraints have made it extremely difficult to attract and retain qualified independent board members. Since we do not have any of the subject committees, other than our Executive Committee, our entire board of directors participates in all of the considerations with respect to our audit, finance, compensation, and nomination deliberations.
Rule 4200(a)(15) of the NASDAQ’s listing standards defines an “independent director” as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:
● A director who is, or at any time during the past three years was, employed by the company.
● A director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under NASDAQ Rule 4350(d).
● A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer;
● A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;
● A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or
● A director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of Bravo’s outside auditor who worked on the Company’s audit at any time during any of the past three years.
We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.
Executive Committee
In accordance with Article III of our Bylaws, our board of directors has established an Executive Committee which consists of members who have been appointed by the board of directors. Thereafter, the chairman of the Executive Committee, Merle Ferguson was appointed by the members of the Executive Committee. The other member of the Executive Committee is Richard Kaiser. The members of the Executive Committee shall serve at the pleasure of the board of directors or until their successors shall be duly designated. Vacancies in the Executive Committee shall be filled by the board of directors.
During the intervals between the meetings of the board of directors, the Executive Committee shall have and may exercise all of the authority of the board of directors in the management of the business affairs of Bravo to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole board of directors. This authorization is subject to the limitations imposed by law, the bylaws of Bravo Multinational Incorporated or the board of directors.
During the fiscal year ended December 31, 2022, the Executive Committee held no formal meetings.
Audit Committee
The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. At the present time, Richard Kaiser, our chief financial officer is considered to be our expert in financial and accounting matters.
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Nominating Committee
Our size and the size of our board, at this time, do not require a separate nominating committee. This function is performed by the entire board of directors.
Finance Committee
Although we currently do not have a Finance Committee, we have adopted a charter which provides that when established it will oversee all areas of corporate finance for Bravo and its subsidiaries, including capital structure, equity and debt financing, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities. The Finance Committee will consist of a minimum of three members of the board of directors, the majority of whom shall meet the same independence and experience requirements of the Audit Committee of Bravo and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of the OTC Market, the NASDAQ Stock Market, the New York Stock Exchange, or any other exchange where the shares of Bravo may be listed or quoted for sale. The members of the Finance Committee are to be recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the board of directors.
Compensation Committee
Although we currently do not have a Compensation Committee, we have adopted a charter which provides that when established it is to assist the board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the board of directors with respect to major compensation plans, policies and programs of Bravo. The Compensation Committee shall consist of not fewer than two members of the board of directors, with the exact number being determined by the board. Members of the Compensation Committee shall be appointed from time to time to serve in such capacity by the Board. Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.
Conflicts of Interest
With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which are contained in our Corporate Governance Principles, and which require that:
● The fact of the relationship or interest giving rise to the potential conflict be disclosed or made known to the directors prior to their authorization or approval of such actions;
● The transaction to be approved by a majority of our disinterested directors; and
● The transaction to be fair and reasonable to us at the time it is authorized or approved by our directors.
Code of Ethics for Senior Executive Officers and Senior Financial Officers
We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer.
Code of Business Conduct
We have adopted a Code of Business Conduct, which applies to Bravo and all of our subsidiaries, whereby we expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards. Each of our employees is expected to read our Code of Business Conduct and demonstrate personal commitment to the standards set forth in our Code of Business Conduct. Our officers and other supervising employees are expected to be leaders in demonstrating this personal commitment to the standards outlined in our Code of Business Conduct and recognizing indications of illegal or improper conduct. All employees are expected to report appropriately any indications of illegal or improper conduct. An employee who does not comply with the standards set forth in our Code of Business Conduct may be subject to discipline in light of the nature of the violation, including termination of employment.
Copies of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct have been previously filed with the Securities and Exchange Commission. We will provide to any person without charge, upon request, a copy of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct. Any request for review of such documents should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him at info@bravomultinational.com. The information contained on our website shall not constitute part of this Information Statement.
Business Advisory Board
On September 07, 2022, the Board of Directors dissolved the “Business Advisory Board” that was formed in November 2020. The dissolution of the Business Advisory Board is not due to any disputes or disagreements.
Board of Directors Meetings
During the year ended December 31, 2022, our board of directors held one (1) formal meetings. All of Bravo’s directors attended 100% of our meetings in 2022.
Communication with Directors
Stockholders and other interested parties may contact any of our directors by writing to them at Bravo Multinational Incorporated, 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, Attention: Corporate Secretary, telephone 757-306-6090, or email at info@bravomultinational.com.
Our board has approved a process for handling letters received by us and addressed to any of our directors. Under that process, our vice president reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of our vice president, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.
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Item 11. Executive Compensation.
Summary of Cash and Certain Other Compensation
At present, Bravo Multinational Incorporated has two executive officers. Beginning in March 2015, the compensation program for our executives consists of three key elements:
● A base salary;
● Additional compensation; and,
● Periodic grants and/or options of our common stock.
Base Salary. Our executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our board of directors.
Additional Compensation. Each of our officers receives additional compensation as provided in the officers’ employment agreement. All payments to officers must be approved by our board of directors or compensation committee based on the individual officer’s performance and company performance.
Stock Incentive. Stock grants and options are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The board of directors or compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. Stock grants and options for our executive officers will be recommended and approved by our board of directors. See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”
Bravo Multinational Incorporated Summary Compensation Table
The following table sets forth compensation for our two named executive officers for the two completed fiscal years ended December 31, 2021 and December 31, 2020:
| Name and Principal Position | Year
|
Salary ($)(2)
|
Stock Award ($) |
Total ($) (1)(2) | |
Merle Ferguson President, CEO and Director |
2021 2022 |
$-0- $-0- |
$-0- $-0- |
$-0- $-0- | |
Richard Kaiser CFO,Secretary and Director |
2021 2022 |
$-0- $-0- |
$-0- $-0- |
$-0- $-0- | |
(1) Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.
(2) Employment agreements were entered into with Mr. Ferguson and Mr. Kaiser in 2020. Under the terms of those employment agreements Mr. Ferguson is owed $300,000 as of the year-ended December 31, 2022 and is owed $300,000 for year-ended December 31, 2021, totaling $600,000. Total accrured compensation owed to Mr. Ferguson is $857,000. Mr. Kaiser is owed $175,000 as of the year-ended December 31, 2022 and is owed $175,000 as of the year-ended December 31, 2021. Total accrured compensation owed to Mr. Kaiser is $586,417. Those amounts have been accrued by the Company, but not paid. These wages may or may not be paid in the future or, in the alternative, the Company could issue stock in lieu of cash payments. Any common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.
Outstanding Equity Awards at Fiscal Year-End
None.
Bravo Multinational Employment Agreements
As of December 31, 2022, Bravo Multinational Incorporated has employment agreements with Mr. Merle Ferguson, Chairman of the Board, Chief Executive Officer, and President and with Mr. Richard Kaiser, acting Chief Financial Officer, Secretary, and Corporate Governance Officer.
Merle Ferguson’s Employment Agreement: On February 1, 2020, Mr. Ferguson entered into five-year (5) employment contract 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 10.10). On December 07, 2020, the Company issued 20,000,000 common shares in exchange for the 1,500,000 Series Preferred ‘A’ shares. The Series A Preferred shares were then returned to authorized unissued status. The common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.
Richard Kaiser’s Employment Agreement: On February 1, 2020, Mr. Kaiser entered into a new five-year (5) contract as the Company’s Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. 500,000 Preferred Series ‘A’ shares were issued to Mr. Kaiser as a signing bonus for entering into the employment agreement (See Exhibit 10.11). On December 07, 2020, the Company issued to Mr. Kaiser 5,000,000 common shares in exchange for the 500,000 Series Preferred ‘A’ shares. The Series ‘A’ Preferred shares were then returned to authorized unissued status. The common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.
You may obtain copies of the employment agreements at www.sec.gov or by clicking on the Securities and Exchange Commission Filings link on the Investor Relations section of our website at www.bravomultinational.com, or by contacting Mr. Richard Kaiser, our Corporate Secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him at info@bravomultinational.com.
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Director Compensation
The following table provides information relating to compensation of our directors for our fiscal year ended December 31, 2022. The current directors do not receive compensation for their duties as directors.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
| Merle Ferguson | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Richard Kaiser | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table presents information regarding the beneficial ownership of all shares of our common stock as of the date of this filing by:
● Each person who owns beneficially more than five percent of the outstanding shares of our common stock;
● Each director; and,
● All directors and officers as a group.
Name of Beneficial Owner (1)
|
Shares of Common Stock Beneficially Owned (2) | |
| Number | Percent (11) | |
| Merle Ferguson(2)(3)(4) | 20,000,000 | 41.98% |
| Richard Kaiser (2)(3)(5) | 6,664,801 | 13.99% |
| All Directors and Officers as a group (5 people) | 26,664,801 | 55.97% |
| Paul Parliament (6) | 5,013,687 | 10.52% |
| Susan Donohue(7) | 5,000,000 | 10.50% |
(1) Unless otherwise indicated, the address for each of these stockholders is c/o Bravo Multinational Incorporated Co., 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which they beneficially own.
(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of February 08, 2023 there were outstanding 47,641,011 shares of our common stock outstanding. Therefore, the “controlling stockholders”, as a group, have voting control over all matters which may be acted upon by our stockholders. There are no voting agreements among the “controlling stockholders.”
(3) Mr. Ferguson now effectively controls 41.98%, and Mr. Kaiser controls 13.99% of the outstanding shares of common stock together they control 55.97% of the voting shares outstanding.
(4) Mr. Ferguson is our Chairman of the board of the directors, Chief Executive Officer, President and a director; all 20,000,000 shares are Rule 144 - Restricted shares.
(5) Mr. Kaiser, our Chief Financial Officer, Secretary, Corporate Governance Officer, and Director, has 5,490,041 Rule 144 - Restricted shares and 587,380 freely trades shares for a total of 6,664,801 common shares.
(6) Mr. Parliament is a former office and director who owns 5,013,687 shares.
(7) Ms. Susan Donohue was issued 5,000,000 Rule 144 - Restricted shares issued per terms of a non-employee consulting agreement.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The Company is sharing office space at no cost with its Director and Acting CFO, Mr. Richard Kaiser at his office, Yes International, LLC.
Item 14. Principal Accounting Fees and Services.
Audit Fees
The aggregate fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 2022 and 2021 were $34,600 and $32,400, respectively, with a total for both years of $67,000.
Audit Related Fees
None.
Tax Fees
The aggregate tax fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered for tax services for the fiscal years ended December 31, 2022 and 2021 was $-0- and $-0-,respectively.
All Other Fees
There were no other fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered during the fiscal years ended December 31, 2022 and 2021, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.
Section 16A Beneficial Ownership Reporting Compliance
All Section 16A reporting is current with the filings of both Form 3s and Form 4s.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) All financial statements are included in Item 8 of this report.
(b)All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.
(c) The following exhibits are attached to this report:
| Exhibit No. | Identification of Exhibit |
| 3.1* | Articles of Incorporation Bravo Multinational Inc.( Wyoming) Original and Amended; Filed in Form DEFR 14C - September 29, 2020 |
| 3.2* | Bylaws of Bravo Multinational Inc. (Wyoming);Filed in Form DEFR 14C -September 29, 2020 |
| 4.1* | Agreement and Plan of Merger from Bravo Multinational, Inc. (Delaware) to Bravo Multinational, Inc.(Wyoming); Filed in Form DEFR 14C - September 29, 2020 |
| 4.2* | Articles of Merger from Bravo Multinational, Inc. (Delaware) to Bravo Multinational, Inc.(Wyoming); Dated October 02, 2020; Filed March 3, 2021 as Exhibit 4.2, Form 10-K for year ended Dec. 31, 2020 |
| 4.3* | Certificate of Merger from Bravo Multinational, Inc. (Delaware) to Bravo Multinational, Inc.(Wyoming); Dated October 02, 2020; Filed March 3, 2021 as Exhibit 4.3, on Form 10-K for year ended Dec. 31, 2020 |
| 10.1* | Charter of the Audit Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.1 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.2* | Charter of the Compensation Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.2 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.3* | Corporate Governance Principles of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.3 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.4* | Charter of the Executive Committee of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.4 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.5* | Charter of the Finance Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.5 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.6* | Charter of the Governance and Nominating Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.6 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 10.7* | Order to Convert (corrected)-Douglas Brooks- December 4, 2019; Filed as Exhibit 10.42 of Form 10-K September 03, 2019. |
| 10.8* | Private Placement Agreement - M. Corrigan July 16, 2019 (filed as exhibit 10.13 on September 30, 2017 Qtr. Report). |
| 10.9* | Consulting Agreement -RSDI Enterprises & Aldo Dalla-Vecchia, July, 1 2019 (filed as exhibit 10.14 on September 30, 2017 Qtr. Report). |
| 10.10* | Employment Contract- Ferguson- February 1, 2020. |
| 10.11* | Employment Contract-Kaiser-February 1, 2020. |
| 10.12* | Consulting Agreement -Donohue- February 4, 2020. |
| 14.1* | Code of Business Conduct of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.1 to the Registrant’s Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 14.2* | Amended Code of Ethics for Officers of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.2 to the Registrant’s Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. |
| 31.1+ | 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. |
| 31.2+ | 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. |
| 32.1+ | 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. |
| 32.2+ | 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. |
____________
+Filed herewith.
*Previously filed.
-13-
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRAVO MULTINATIONAL INCORPORATED
Date: March 6, 2023
By/s/ Merle Ferguson
Merle Ferguson, President, Chief Executive Officer, and Chairman
By/s/ Richard Kaiser
Richard Kaiser, Chief Financial Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amended report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/
Merle Ferguson Merle Ferguson |
Chairman, President, Chief Executive Officer, and Director | March 6 , 2023 | ||
| /s/
Richard Kaiser Richard Kaiser |
CFO, Secretary, Corporate Governance Officer and Director | March 6 , 2023 |
-14-
BRAVO MULTINATIONAL INCORPORATED
| FINANCIAL REPORTS |
| AT |
| DECEMBER 31, 2022 |
| TABLE OF CONTENTS | |
| Report of Independent Registered Public Accounting Firm | F-3 |
| Consolidated Balance Sheets at December 31, 2022 and 2021-Audited | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021- Audited | F-5 |
| Consolidated Statements of Stockholders Deficit for the Years Ended December 31, 2022 and 2021-Audited | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021-Audited | F-7 |
| Notes to the Financial Statements | F-8 |
F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)
To the shareholders and the board of directors of Bravo Multinational Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bravo Multinational Incorporated as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S/
We have served as the Company’s auditor since 2017
March 6, 2023
F-2
| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| December 31, | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable (Net of Allowance of $ | ||||||||
| Note Receivable (Net of Allowance of $ | ||||||||
| Notes Receivable - Related Party (Net of Allowance of $ | ||||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Customer Deposits | ||||||||
| Due to Related Parties | ||||||||
| Accrued Board of Directors Fees | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit | ||||||||
| Common Stock - $ Par; Shares Authorized, Issued and Outstanding, Respectively | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| For the Years Ended December 31, | 2022 | 2021 | ||||||
| Expenses | ||||||||
| General and Administrative | $ | $ | ||||||
| Professional Fees | ||||||||
| Board of Directors Fees | ||||||||
| Total Expenses | ||||||||
| Loss from Operations | ||||||||
| Other (Income) and Expense | ||||||||
| Interest Expense | ||||||||
| Gain on Loan Payable Forgiveness and Write off | ( | ) | ||||||
| Gain on Write off of Accounts Payable | ( | ) | ||||||
| Total Other (Income) and Expense | ( | ) | ||||||
| Loss Before Income Taxes | ||||||||
| Income Taxes | ||||||||
| Net Loss | $ | $ | ||||||
| Weighted Average Number of Common Shares -Basic and Diluted | ||||||||
| Net Loss Per Common Shares -Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
| Common Stock | Additional | Total | ||||||||||||||||||
| $ 0.0001 Par | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - January 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Capital Contribution | — | |||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the Years Ended December 31, | 2022 | 2021 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Non-Cash Adjustments | ||||||||
| Gain on Write off of Accounts Payable | ( | ) | ||||||
| Gain on Loan Payable Forgiveness and Write off | ( | ) | ||||||
| Changes in Assets and Liabilities: | ||||||||
| Prepaid Expenses | ( | ) | ||||||
| Accounts Payable and Accrued Expenses | ( | ) | ( | ) | ||||
| Accrued Board of Directors Fees | ||||||||
| Net Cash Flows Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Capital Contributions | ||||||||
| Due to Related Parties, Net | ||||||||
| Net Cash Flows Provided by Financing Activities | ||||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents - Beginning of Year | ||||||||
| Cash and Cash Equivalents - End of Year | $ | $ | ||||||
| Cash Paid During the Year for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
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. On August 3, 2020, the Board of Directors agreed in changing the Company’s incorporation from Delaware to Wyoming. On September 25, 2020, the Company merged into its wholly owned subsidiary Bravo Multinational (Wyoming) to achieve the change in state incorporation.
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
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.
NOTE 2 – Summary of Significant Accounting Policies
Principles of Consolidation
The condensed 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 condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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.
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.
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.
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.
F-7
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.
Revenue Recognition
The Company implemented ASC 606, Revenue from Contracts with Customers. 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.
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.
NOTE 4 – Going Concern
The Company’s condensed 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 and has net current liabilities and an accumulated deficit. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
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. During the nine months ended December 31, 2022 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.
F-8
NOTE 5 – Accounts Receivable
Accounts receivable consisted of the following at December 31, 2022 and 2021:
| Schedule of notes receivable related parties | ||||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Accounts Receivable | $ | $ | ||||||
| Less: Allowance for Doubtful Accounts | ( | ) | ( | ) | ||||
| Net Accounts Receivable | $ | $ | ||||||
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 $
The
Allowance for Doubtful Accounts in the amount of $
NOTE 6 – Notes Receivable – Related Parties
Notes receivable related parties consisted of the following at December 31, 2022 and 2021:
| Schedule of notes receivable related parties | ||||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Investcom – See Note 8 Related Party | $ | $ | ||||||
| Rentcom – See Note 8 Related Party | ||||||||
| Total Notes Receivable | ||||||||
| Less: Allowance for Doubtful Accounts | ( | ) | ( | ) | ||||
| 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 December 31, 2017.
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 $
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 $
Due
to Related Parties consist of payments of Company expenses by the Company’s two (2) current directors, and one (1) former director.
Amounts due were $
F-9
NOTE 7 – Related Party Transactions – continued
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 years ended December
31, 2022 and 2021 the Company paid press release wire services in the amount of $-
NOTE 8 – 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
from . of these blank check preferred shares have been separately allocated to Series A Preferred leaving
blank check preferred authorized.
Common Stock
On January 16, 2017, the Articles of Incorporation were amended to increase the authorized shares to , consisting of shares of common stock.
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 December 31, 2022, no shares had been issued from this plan.
NOTE 9 – 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 years
ended December 31, 2022 and 2021 was $-
NOTE 10 - 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.
F-10
Exhibit 31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Merle Ferguson, certify that:
1. I have reviewed this Form 10-K, of Bravo Multinational, Inc..;
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 present in this report;
4. The registrant’s other certifying officer(s) 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 13-a-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 principals;
(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; and
5. The registrant’s other certifying officer(s) 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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 6, 2023
/s/ Merle Ferguson
Merle Ferguson, Chief Executive Officer
Exhibit 31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Kaiser, certify that:
1. I have reviewed this Form 10-K, of Bravo Multinational, Inc..;
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 present in this report;
4. The registrant’s other certifying officer(s) 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 13-a-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 principals;
(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; and
5. The registrant’s other certifying officer(s) 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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 6, 2023
/s/ Richard Kaiser
Richard Kaiser, Acting Chief Financial Officer and Principal Accounting 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
In connection with the accompanying Annual Report on Form 10-K, of Bravo Multinational, Inc. for the year ending December 31, 2022, I, Merle Ferguson, Chief Executive Officer of Bravo Multinational, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Annual Report on Form 10-K, for the fiscal year ending December 31, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-K, for the year ending December 31, 2022, fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational, Inc.
Date: March 6, 2023
/s/Merle Ferguson
Merle Ferguson , Chief Executive Officer
Exhibit 32.2
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
In connection with the accompanying Annual Report on Form 10-K, of Bravo Multinational, Inc.. for the year ending December 31, 2022, I, Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Annual Report on Form 10-K, for the year ending December 31, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-K, for the year ending December 31, 2022, fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational, Inc.
Date: March 6, 2023
/s/ Richard Kaiser
Richard Kaiser, Chief Financial Officer and Principal Accounting Officer