BRVO 10-Q
Bravo Multinational Inc. (BRVO)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
| Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.0001 per share |
| (Title of class) |
Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐ Emerging growth company |
Accelerated filer ☐ Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|
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State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At November 18, 2024, the registrant had outstanding shares of common stock, par value $0.0001 per share.
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TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO MULTINATIONAL INCORPORATED
| FINANCIAL REPORTS |
| AT |
| September 30, 2024 |
INDEX TO FINANCIAL STATEMENTS
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| 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 | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Expenses | ||||||||||||||||
| General and Administrative | $ | $ | $ | $ | ||||||||||||
| Professional Fees | ||||||||||||||||
| Board of Directors Fees | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Loss Before Other (Income) and Expense | ||||||||||||||||
| Goodwill Impairment | ||||||||||||||||
| Income from Customer Deposit Writeoff | ( | ) | ||||||||||||||
| Loss Before Income Taxes | ||||||||||||||||
| Income Taxes | ||||||||||||||||
| Net Loss for the Period | ||||||||||||||||
| Loss Attributable to Non-Controlling Interest - RPI | ( | ) | ( | ) | ||||||||||||
| Net Loss for the Period Attributable to Bravo Multinational Inc | $ | $ | $ | $ | ||||||||||||
| Weighted Average Number of Common Shares -Basic and Diluted | ||||||||||||||||
| Net Loss for the Period Per Common Shares -Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
| For the Nine Months Ended September 30, | 2024 | 2023 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Goodwill Impairment | ||||||||
| Income from Customer Deposit Writeoff | ( | ) | ||||||
| Changes in Assets and Liabilities: | ||||||||
| Prepaid Expenses - Retainers | ( | ) | ||||||
| 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 - Directors | ||||||||
| 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 Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Non-Cash Transactions | ||||||||
| Accrued Board of Directors Fees - Contributed to Capital | $ | $ | ||||||
| Due to Related Parties - Contributed to Capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 - UNAUDITED |
| Common Stock $ 0.0001 Par | Additional Paid-In | Accumulated | Non-Controlling Interest | Total Stockholders | ||||||||||||||||||||
| For the Three and Nine Months Ended September 30, 2023 | Shares | Amount | Capital | Deficit | RCI | ‘Deficit | ||||||||||||||||||
| Balance - January 1, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Capital Contributions - Directors | - | |||||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Capital Contributions - Directors | - | |||||||||||||||||||||||
| Merger with RPI and Share Issuance | ( | ) | ||||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| For the Three and Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Balance - January 1, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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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. On July 20, 2023 the Company formed a wholly-owned subsidiary; Global Merchandising Inc., a Nevada Corporation. This company has had no activity through September 30, 2024.
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’s previous business plan was the buying and reselling of gaming equipment. The Company also bought machines for its own use that were placed in casinos or gaming areas to obtain monthly revenue streams from the machines’ net win revenue. On July 3, 2023, the Company changed its business plan and will pursue business ventures in the entertainment, hospitality and technology sectors.
Basis of Presentation
The accompanying condensed consolidated balance sheet at December 31, 2023, has been derived from audited financial statements and the accompanying unaudited condensed consolidated interim financial statements as of September 30, 2024 and 2023, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. Operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results of operations expected for the year ending December 31, 2024.
NOTE 2 – Summary of Significant Accounting Policies – continued
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Bravo Multinational Incorporated, its wholly owned subsidiaries, Universal Entertainment SAS, Ltd., and Global Merchandising, (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.
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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.
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.
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.
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 year ended December 31,2023 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.
NOTE 5 – Related Party Transactions
Due to Related Parties consist of payments of Company
expenses by the Company’s one (1) current director, one (1) former director, one (1) shareholder and two (2) companies with related
shareholders. Amounts due were $
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 and filing fees. For each of the three and nine months ended September 30, 2024 and 2023
the Company paid press release wire services and filing fees a total in the amount of $
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NOTE 6 – 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.
On September 20, 2023, shares of common
stock were issued to the two (2) shareholders of RPI Inc., per the share exchange agreement for 51% of RPI that was closed on July 13,
2023. These shares were valued at the market value of the Company on July 13, 2023 and resulted in goodwill impairment of $
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 September 30, 2024 and December 31, 2023, previously issued shares totaled from this plan.
NOTE 7 – Write off of Customer Deposits
During the nine months ended September 30, 2024, the
Company wrote off $35,800 of customer deposits that were on the books as a current liability. The Company has held this deposit since
July 2016. The customer in this case has disappeared and has never requested a return of the prepayment in almost eight years. The Company’s
management does not expect to ever repay the advance. Therefore, income from customer deposit write off of $
NOTE 8 – Commitments and Contingencies
Beginning in 2018, the Company leases space at Yes
International Inc., a related party, at no cost. Rent expense for the each of the three and nine months ended September 30, 2024 and 2023
was $-
On July 13, 2023 the Company and RPI closed their
share exchange agreement. The Company issued shares of common stock in exchange for 51% of the outstanding common shares of
RPI. The value of this exchange was $
Since RPI had no assets or operations the goodwill was immediately impaired and is shown in the statement of operations for the three and nine months ended December 31, 2023.
On November 14, 2023, the
NOTE 10 - Subsequent Event
On October 29, 2024, the Board of Directors discontinued
its relationship with Mobile13, Inc., its wholly-owned subsidiary, no longer pursuing a business interest in the mobile telecommunications
sector. The decision was made due to a lack of funding, expertise, and the competitive nature of the cellular telecommunications market.
Mobile 13, Inc., a wholly-owned subsidiary, and its MVNO (Mobile Virtual Network Operator) license were transferred to Diversified Consulting,
LLC, a Nevada LLC, in exchange for the cancellation of a $
On October 29, 2024, a $5,000 deposit and on November
12, 2024, a $15,000 deposit were made into the Company’s bank account by a Related Party. The $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our unaudited financial statements and related notes thereto included in Part I, Item 1, above. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading “Risk Factors,” below.
Forward Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
| · | our future strategic plans |
| · | our future operating results; |
| · | our business prospects; |
| · | our contractual arrangements and relationships with third parties; |
| · | the dependence of our future success on the general economy; |
| · | our possible future financing |
| · | the adequacy of our cash resources and working capital;. and |
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project or projected”, or similar expressions are intended to identify “forward-looking statements”. Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company’s business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.
Company Overview
We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team. On August 7, 2007, our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, what is the purchase and leasing of gaming equipment. The change of name was to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the Registrant’s name the trading symbol for the shares of the Registrant’s common stock has been changed to “BRVO,” and Registrant’s CUSIP identifier has been changed to 10568F109.
On August 3, 2020, both the Board of Directors of the Company and the consent of the majority of the shareholders agreed in changing the Company’s incorporation from the State of Delaware to the State of Wyoming. On September 29, 2020, the Company filed and mailed an “Information Statement” to all shareholders of the record date, September 25, 2020, notifying shareholders of this approval to change the Company’s state of its incorporation domicile from the State of Delaware to the State of Wyoming through a Reincorporation Merger of Bravo Multinational, Inc. a Delaware Corporation (Bravo Delaware) into its wholly owned Wyoming subsidiary Bravo Multinational, Inc. (Bravo Wyoming).
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.
The Company’s business is in the pursuit of business ventures in the entertainment, hospitality, and technology sectors.
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 or www.bravomultinationalinc.com, shall not constitute part of this report.
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Current Directors
The following persons are the Company’s Directors:
| Name | Age | Position(s) | ||
| Grant Cramer | 61 | CEO and Director | ||
| Frank Hagan | 69 | President and Director | ||
| Richard Kaiser | 60 | CFO and Director | ||
| Kayla Slick | 35 | COO and Director | ||
| Joshua Vance | 43 | Director |
BIOGRAPHY
GRANT CRAMER
Mr. Cramer, age 61, has been appointed Chief Executive Officer and a Director of the Company. Mr. Cramer has over three decades of experience in the entertainment business, and he has worked as an actor, writer, producer and production executive. Mr. Cramer founded Landafar Entertainment in Los Angeles, California in 2016 and Global Pictures Media in Ocala, Florida in 2015. As part of his work with those companies, he has developed and produced 14 feature films, including End Of Watch, Escape Plan, and 2 Guns. Mr. Cramer was also the executive producer of Lone Survivor, November Man, and Arctic Dogs. Mr. Cramer also produced And So It Goes, which was directed by Rob Reiner and starred Michael Douglas and Diane Keaton. His 30-minute short film Say Goodnight, Michael won several awards, including the Grand Jury Award at the New York International Independent Film Festival. Mr. Cramer attended the University of California Los Angeles from 1979 to 1981.
FRANK HAGAN
Mr. Hagan, age 69, has been appointed President and Director of the Company. Mr. Hagan is a seasoned producer with over 30 years of experience in the entertainment industry. He has produced national and local TV shows, award-winning talk shows, and reality programs. Mr. Hagan co-founded RRE Media, LLC. (Production Company) in 2011. Mr. Hagan has worked as a producer for major networks, including Discovery, History Channel, and Relativity Media. Mr. Hagan attended St. Mary’s College in Emmitsburg, Maryland, from 1971 to 1972. From 1973 to 1974, Mr. Hagan attended Westchester Community College in Valhalla, New York, where he received an Associate’s degree.
RICHARD KAISER
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. Mr. Kaiser has 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 Chief Financial Officer of Gold Rock Holdings, Inc., located in Virginia Beach, VA. Gold Rock Holdings is a Nevada Corporation which trades under the symbol GRHI on OTC Markets. Gold Rock Holdings, Inc. is a Web3 technology platform entity. 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.
KAYLA SLICK
Mrs. Slick, age 35, has been appointed Chief Operating Officer and a Director of the Company. Mrs. Slick has 15 years of experience in operations management, business development, strategic and digital marketing, and public relations. Mrs. Slick worked at The Platt Group and INSIDE Public Accounting from 2009 to 2016. Mrs. Slick co-founded and produced The PRIME Symposium in 2011, an annual conference, built around the best practices of IPA’s Best of the Best firms. From 2013 to 2015, Mrs. Slick worked at Tricor Automotive Group as Administrator, organizing annual global events for shareholders. In 2016 to 2022, she worked for Interactive Digital Solutions, Inc. where she developed the Sales Development Program and was later promoted to Marketing Communications Director for their MedSitter, LLC division. Mrs. Slick attended Purdue University from August 2006 to December 2010 and she received a Bachelor of Science degree in Financial Counseling & Planning and Organizational Leadership & Supervision. She is currently pursuing her Master of Science degree in Communications at Purdue University.
JOSHUA VANCE
Mr. Vance, age 43, was appointed as a Director of the Company. Mr. Vance has over 24 years’ experience in Commercial Real Estate. Mr. Vance is a partner at Mountain West Commercial Real Estate, where he is engaged in buying, leasing and selling commercial real estate from 1999 to present. Mr. Vance has been a proprietor of BOM, LLC. From August 2006 to present, Mr. Vance has been employed at InterNet Properties, Inc. buying, leasing and selling real estate.
Advisory Board
The Company’s Business Advisory Board is comprised of a leading executives with extensive business experiences and some members will be experts in the film, television and digital media industries. The Advisory Board was established to oversee a strategy aimed at acquiring and investing in companies across these industries.
The Committee members current seats the following individual:
David McKillop - The former General Manager and Executive Vice President of Programming at A&E, a luminary in the television industry who boasts an illustrious career highlighted by multiple awards, including but not limited to two Emmy® wins and 7 Emmy® nominations.
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Wholly-owned Subsidiary
Global Merchandising, Inc., a Nevada corporation.
Bravo Acquisition Corp. (“BAC”), a Nevada corporation.
Mobile 13, Inc., a Nevada Corporation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – September 30, 2024 and 2023 Statements
Revenues for the Company for the three months ended September 30, 2024 and 2023 were $-0- and $-0-. The Company had $-0- sales for the three months ending September 30, 2024 and 2023 from its business ventures in the entertainment, hospitality, and technology, sectors.
Cost of sales for the three months ended September 30, 2024 was $-0- and for the three months ended September 30, 2023 was $-0-. The Company had no sales during each of the three months ended September 30, 2024 and 2023.
Gross profit for the three months ended September 30, 2024 was $-0- and for the three months ended September 30, 2023 was $-0-.
Total Operating expenses for three months ended September 30, 2024 was $61,509 compared to $107,732 for the three months ended September 30, 2023. The decrease during the three months ending September 30, 2024 was attributed to decreases in General and Administrative expenses and Professional Fees compared to the three months ending September 30, 2023.
Nine Months – September 30, 2024 and 2023 Statements
Revenues for the Company for the nine months ended September 30, 2024 and 2023 were $-0- and $-0-. The Company’s had $-0- sales for the nine months ending September 30, 2024 and 2023 from its business ventures in the entertainment, hospitality, and technology sectors.
Cost of sales for the nine months ended September 30, 2024 was $-0- and for the nine months ended September 30, 2023 was $-0-. The Company had no sales during each of the nine months ended September 30, 2024 and 2023.
Gross profit for the nine months ended September 30, 2024 was $-0- and for the nine months ended September 30, 2023 was $-0-.
Total Operating expenses for nine months ended September 30, 2024 was $326,776 compared to $325,030 for the nine months ended September 30, 2023. Theincrease during the nine months ending September 30, 2024 was attributed to increases in General and Administrative expenses and Professional Fees compared to the nine months ending September 30, 2023.
Net Loss:
Net loss for the three months ended September 30, 2024 and 2023 were $61,509 and $4,527,732, respectively. The decrease during the three months ending September 30, 2024, was due to the lower General and Administrative expenses and Professional Fees compared to the three months ending September 30, 2023 which had higher General and Administrative and Profelssional fees as well as Goodwill Impairment of $4,420,000 from the cancellation of 8,500,000 shares of common stock that were issued in a share exchange agreement for 51% of Recombinant Productions, Inc. (“RPI”). These shares were valued at the market value of the Company on July 13, 2023 and resulted in goodwill impairment of $4,420,000.
Net loss for the nine months ended September 30, 2024 and 2023 were $290,976 and $4,745,030 respectively. The decrease during the nine months ending September 30, 2024, was due to a Customer Deposit Writeoff of $35,800 compared to the nine months ending September 30, 2023 which had a Goodwill Impairment of $4,420,000 from the cancellation of 8,500,000 shares of common stock that were issued in a share exchange agreement for 51% of Recombinant Productions, Inc. (“RPI”). These shares were valued at the market value of the Company on July 13, 2023 and resulted in goodwill impairment of $4,420,000.
Liquidity and Capital Resources:
As of September 30, 2024, the Company’s assets totaled $1,387, which consisted of cash. Our total liabilities were $700.966. As of September 30, 2024, the Company had an accumulated deficit of $96,078,741 and a working capital deficit of $699,579.
As indicated herein, we need capital for the implementation of our new business plan in the entertainment, hospitality, and technology sectors, 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.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2024 was $122,136 and for the nine months ended September 30, 2023 was $124,482, respectively.
Cash Flows from Investing Activities
Net cash used in investing activities was $-0- and -0- for the nine months ended September 30, 2024 and 2023.
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Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2024 was $122,343 and for the nine months ended September 30, 2023 was $133,824.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Accounting Principals
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended December 31, 2023 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of September 30, 2024.
Evaluation of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
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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 September 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of September 30, 2024:
| - | The Company has inadequate segregation of duties within its cash disbursement control design. | |
| - | During the period ended September 30, 2024, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. |
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of the control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
This 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 Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the reporting period ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At this time, there are no materials pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
For the Period Ending September 30, 2024, and subsequently to the date of this filing, there are no issuance of unregistered equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not Applicable.
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ITEM 5.
On July 18, 2024, the Company entered the telecommunications sector through its newly established, wholly owned subsidiary, Mobile 13, Inc., which was to provide mobile phone services to consumers in 50 states and Puerto Rico. On October 29, 2024, the Board of Directors decided to discontinue with its Mobile13, Inc. subsidiary, no longer pursuing a business interest in the mobile telecommunications sector. The decision was made due to lack of funding, expertise, and the competitive nature of the cellular telecommunications market. The Mobile 13, Inc. wholly-owned subsidiary and its MVNO (Mobile Virtual Network Operator) license was transferred to Diversified Consulting, LLC, A Nevada LLC, in exchange for the cancellation of $1,000 Promissory Note.
ITEM 6. EXHIBITS
| Exhibit No. | Identification of Exhibit |
| 31.1+ | Certification of Grant Cramer, 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 Grant Cramer, 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+ | iXBRL Interactive Exhibits. |
| 104+ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)+ |
+filed herewith
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRAVO MULTINATIONAL INCORPORATED
| Dated: November 18, 2024 | By: | /s/ Grant Cramer |
|
Grant Cramer Chief Executive Officer | ||
| By: | /s/Richard Kaiser | |
|
Richard Kaiser Chief Financial Officer | ||
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