Bravo Multinational Inc 10-Q for FY2020 Q3
Bravo Multinational Inc. (BRVO)
About this 10-Q
Bravo Multinational Inc filed this 10-Q on October 21, 2020, covering the quarter ended September 30, 2020 (FY2020 Q3).
Headline figures
Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $100.17K
- compared with a net loss of $83.08K a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53505
BRAVO MULTINATIONAL INCORPORATED | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 26-1266967 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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Registrant's telephone number, including area code: (757) 306-6090 | ||
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Securities registered under Section 12(b) of the Exchange Act: | None | |
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Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.0001 per share | |
| (Title of class) | |
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Non-accelerated filer [ X ] Emerging growth company [ ] | Accelerated filer [ ] Smaller reporting company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common stock Par Value $0.0001 |
| BRVO |
| NONE |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At October 20, 2020 the registrant had outstanding 17,025,791 shares of common stock, par value $0.0001 per share.
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TABLE OF CONTENTS
PART I |
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Item 1. | Condensed Unaudited Financial Statements | 2 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 16 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
Item 4. | Controls and Procedures | 24 |
PART II | ||
Item 1. | Legal Proceedings | 27 |
Item 1A. | Risk Factors | 27 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
Item 3. | Defaults Upon Senior Securities | 28 |
Item 4. | Mining Safety Disclosures | 28 |
Item 5. | Other Information | 28 |
Item 6. | Exhibits | 31 |
| Signatures | 33 |
-1-
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO MULTINATIONAL INCORPORATED
FINANCIAL REPORTS |
AT |
SEPTEMBER 30, 2020 |
INDEX TO FINANCIAL STATEMENTS
Balance Sheets at September 30, 2020 - Unaudited and December 31, 2019 | 3 |
Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019 - Unaudited | 4 |
Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 - Unaudited | 5 |
| Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2020 and 2019– Unaudited | 6-7 |
Notes to the Unaudited Financial Statements | 8-15 |
-2-
Bravo Multinational Incorporated |
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
September 30, | December 31, | ||
| 2020 |
| 2019 |
ASSETS | |||
Current Assets | |||
Cash and Cash Equivalents | $ 6,286 | $ 6,286 | |
Accounts Receivable (Net of Allowance of $42,312 and $42,312, respectively) | - | - | |
Note Receivable (Net of Allowance of $2,725 and $2,725, respectively) | - | - | |
Notes Receivable - Related Party (Net of Allowance of $418,000 and $418,000, respectively) | - | - | |
Prepaid Expenses | - |
| 10,000 |
Total Current Assets | 6,286 |
| 16,286 |
Total Assets | $ 6,286 |
| $ 16,286 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Liabilities | |||
Accounts Payable and Accrued Expenses | $ 106,749 | $ 99,408 | |
Customer Deposits | 35,800 | 35,800 | |
Inventory Loan Payable - Related Party | - | 4,500 | |
Due to Related Parties | 62,619 | 80,423 | |
Notes Payable | 9,490 | 9,490 | |
Accrued Board of Directors Fees | 582,667 | 266,000 | |
Stock Payable - Related Parties | - |
| 1,608,126 |
Total Liabilities | 797,325 |
| 2,103,747 |
Commitments and Contingencies (Note 11) | |||
Stockholders' Deficit | |||
Common Stock - $0.0001 Par; 1,000,000,000 Shares Authorized, | |||
17,025,791 and 8,929,057 Issued and Outstanding, Respectively | 1,702 | 892 | |
Preferred Stock - $0.0001 Par; 40,000,000 Shares Authorized, -0- Issued | - | - | |
Preferred Stock Series A - $0.0001 Par; 10,000,000 Shares Authorized, | |||
2,500,000 and -0- Issued and Outstanding, Respectively | 250 | - | |
Additional Paid-In-Capital | 89,057,205 | 27,430,354 | |
Accumulated Deficit | (89,850,196) |
| (29,518,707) |
Total Stockholders' Deficit | (791,039) |
| (2,087,461) |
Total Liabilities and Stockholders' Deficit | $ 6,286 |
| $ 16,286 |
The accompanying notes are an integral part of these financial statements
-3-
Bravo Multinational Incorporated |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
For the Three Months Ended | For the Nine Months Ended | |||||||
September 30, | September 30, | |||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
Expenses | ||||||||
Depreciation | $ - | $ 57 | $ - | $ 170 | ||||
General and Administrative | 2,301 | 11,354 | 8,215 | 16,780 | ||||
Consulting | - | 30,000 | 12,000,000 | 30,000 | ||||
Professional Fees | 19,162 | 41,580 | 55,267 | 117,918 | ||||
Board of Directors Fees |
| 118,750 |
| - |
| 48,316,667 |
| - |
Total Expenses |
| 140,213 |
| 82,991 |
| 60,380,149 |
| 164,868 |
Loss from Operations | 140,213 | 82,991 | 60,380,149 | 164,868 | ||||
Other (Income) and Expense | ||||||||
Interest Expense | 87 | 87 | 262 | 1,662 | ||||
Gain on Stock Payable Conversion | - | - | (8,795) | - | ||||
Gain on Loan Payable Forgiveness |
| (40,127) |
| - |
| (40,127) |
| - |
Total Other (Income) and Expense | (40,040) | 87 | (48,660) | 1,662 | ||||
Loss Before Income Taxes | 100,173 | 83,078 | 60,331,489 | 166,530 | ||||
Income Taxes |
| - |
| - |
| - |
| - |
Net Loss for the Period |
| $ 100,173 |
| $ 83,078 |
| $ 60,331,489 |
| $ 166,530 |
Weighted Average Number of Common Shares -Basic and Diluted | 17,025,791 | 8,901,035 | 15,529,481 | 8,819,716 | ||||
Net Loss for the Period Per Common Shares - Basic and Diluted |
| $ (0.01) |
| $ (0.01) |
| $ (3.88) |
| $ (0.02) |
The accompanying notes are an integral part of these financial statements
-4-
Bravo Multinational Incorporated |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
For the Nine Months Ended September 30, |
| 2020 |
| 2019 |
Cash Flows from Operating Activities | ||||
Net Loss for the Period | $ (60,331,489) | $ (166,530) | ||
Non-Cash Adjustments: | ||||
Depreciation | - | 170 | ||
Preferred Stock Issued for Current Year Board of Directors Fees | 48,000,000 | - | ||
Preferred Stock Issued for Current Year Consulting Fees | 12,000,000 | - | ||
Gain on Stock Payable Conversion | (8,795) | - | ||
Gain on Loan Payable Forgiveness | (40,127) | - | ||
Changes in Assets and Liabilities: | ||||
Prepaid Expenses | 10,000 | 10,000 | ||
Accounts Payable and Accrued Expenses | 7,341 | (3,404) | ||
Stock Payable - Related Parties | - | 30,000 | ||
Accrued Board of Directors Fees |
| 316,667 |
| - |
Net Cash Flows Used In Operating Activities |
| (46,403) |
| (129,764) |
Cash Flows from Investing Activities |
| - |
| - |
Cash Flows from Financing Activities | ||||
Cash Proceeds from Sale of Stock | - | 30,000 | ||
Due to Related Parties, Net | 46,403 | 199 | ||
Capital Contributions - Directors |
| - |
| 105,971 |
Net Cash Flows Provided by Financing Activities |
| 46,403 |
| 136,170 |
Net Change in Cash and Cash Equivalents | - | 6,406 | ||
Cash and Cash Equivalents - Beginning of Period |
| 6,286 |
| 50 |
Cash and Cash Equivalents - End of Period |
| $ 6,286 |
| $ 6,456 |
Cash Paid During the Period for: | ||||
Interest | $ - | $ - | ||
Income Taxes |
| $ - |
| $ - |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common Stock Issued from Stock Payable | $ 1,593,348 | $ - | ||
Common Stock Exchanged for Due to Related Party | $ 34,562 | $ - | ||
Preferred Stock Issued for Services | $ 60,000,000 | $ - | ||
The accompanying notes are an integral part of these financial statements
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Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - UNAUDITED |
Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Three Months Ended September 30, 2019 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - July 1, 2019 | 8,779,057 | $ 877 | - | $ - | $27,342,061 | $(29,422,174) | $(2,079,236) | |||||
Cash Proceeds from Sale of Stock | 150,000 | 15 | - | - | 29,985 | - | 30,000 | |||||
Capital Contributions - Directors | - | - | - | - | 27,903 | - | 27,903 | |||||
Net Loss for the Period | - |
| - |
| - |
| - | - |
| (83,078) |
| (83,078) |
Balance - September 30, 2019 | 8,929,057 |
| $ 892 |
| - |
| $ - | $27,399,949 |
| $ (29,505,252) |
| $(2,104,411) |
Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Three Months Ended September 30, 2020 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - July 1, 2020 | 17,025,791 | $ 1,702 | 2,500,000 | $ 250 | $89,057,205 | $(89,750,023) | $ (690,866) | |||||
Net Loss for the Period | - |
| - |
| - |
| - | - |
| (100,173) |
| (100,173) |
Balance - September 30, 2020 | 17,025,791 |
| $ 1,702 |
| 2,500,000 |
| $ 250 | $89,057,205 |
| $(89,850,196) |
| $ (791,039) |
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Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Nine Months Ended September 30, 2019 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - January 1, 2019 | 8,779,057 | $ 877 | - | $ - | $27,263,993 | $(29,338,722) | $(2,073,852) | |||||
Cash Proceeds from Sale of Stock | 150,000 | 15 | - | - | 29,985 | - | 30,000 | |||||
Capital Contributions - Directors | - | - | - | - | 105,971 | - | 105,971 | |||||
Net Loss for the Period | - |
| - |
| - |
| - | - |
| (166,530) |
| (166,530) |
Balance - September 30, 2019 | 8,929,057 |
| $ 892 |
| - |
| $ - | $27,399,949 |
| $(29,505,252) |
| $(2,104,411) |
Common Stock | Preferred Stock - A | Additional | Total | |||||||||
$ 0.0001 Par | $ 0.0001 Par | Paid-In | Accumulated | Stockholders' | ||||||||
For the Nine Months Ended September 30, 2020 | Shares |
| Amount |
| Shares |
| Amount | Capital |
| Deficit |
| Deficit |
Balance - January 1, 2020 | 8,929,057 | $ 892 | - | $ - | $27,430,354 | $(29,518,707) | $(2,087,461) | |||||
Preferred Shares Issued for Services | - | - | 2,500,000 | 250 | 59,999,750 | - | 60,000,000 | |||||
Common Stock Issued to Pay Due to Related Party | 132,932 | 13 |
| - | - | 34,549 | - | 34,562 | ||||
Common Stock Issued to Pay Stock Payable | 7,963,802 | 796 |
| - |
| - | 1,592,552 | - | 1,593,348 | |||
Net Loss for the Period | - |
| - |
| - |
| - | - |
| (60,331,489) |
| (60,331,489) |
Balance - September 30, 2020 | 17,025,791 |
| $ 1,702 |
| 2,500,000 |
| $ 250 | $89,057,205 |
| $(89,850,196) |
| $ (791,039) |
The accompanying notes are an integral part of these financial statements
-7-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 – Organization & Description of Business
Bravo Multinational Corporation (the "Company," "we" or "us") was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company's name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the Company's name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated. On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the company's name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company's common stock should be changed to "BRVO," and the company's CUSIP identifier be changed to a newly issued number. FINRA granted its approval of the change of the company's name on April 6, 2016. As a result of the change of name of the company, the company's trading symbol was changed to "BRVO" and the CUSIP identifier was changed to 10568F109. On August 20, 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) in order to achieve the change in state incorporation. As of the date of this report management is still awaiting the merger approval from FINRA.
The Company filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.
The Company owned patented and unpatented mining claims on War Eagle Mountain in the state of Idaho. The Company entered into a lease agreement with Silver Falcon Mining, Inc. (SFMI) under which SFMI is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by SFMI from tailing piles on the premises or through shafts or adits located on the premises. The lease agreement was deferred for a two year period, 2014 and 2015, so that SFMI could restructure its finances. The Company determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the Company is not recoverable. The Company currently owns 76.63 acres within seven patented claims with a 29.167% ownership interest on War Eagle Mountain in the state of Idaho. The Company allowed all of its BLM (Bureau of Land Management) unpatented and placer claims to expire. The carrying value on such claims both patented and unpatented was fully impaired due to lack of economic viabilities of such properties.
The Company is currently engaged in the business of buying and reselling gaming equipment. The Company also buys machines for its own use that are placed in casinos or gaming areas to obtain monthly revenue streams from the machines' net win revenue.
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated balance sheet at December 31, 2019, has been derived from audited financial statements and the accompanying unaudited condensed consolidated interim financial statements as of September 30, 2020 and 2019, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report"), filed with the Securities and Exchange Commission (the "SEC"). It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. Operating results for the three and nine months ended September 30, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020.
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.
Accounts Receivable
Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management's assessment of collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.
Earnings (Loss) per Share
Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 "Earnings per Share". Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and
diluted earnings (loss) per share.
Stock Based Compensation
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party fair values of shares or the value of services, whichever is more readily determinable, is used to value the transaction.
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
Fair Value Measurements
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued liabilities, and notes payable approximate fair value.
We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
- Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
- Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
- Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates. We measure certain financial instruments at fair value on a recurring basis.
Revenue Recognition
Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
-10-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies – continued
Revenue Recognition – continued
The Company operates as one reportable segment.
There was no revenue during the three and nine months ended September 30, 2020 and 2019 since conditions in Nicaragua have not changed.
NOTE 3 – Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We adopted the standard on fiscal year January 1, 2019. Based on our assessment of the new standard on our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact is insignificant to our condensed consolidated financial statements based on the short-term nature of our leases and our election of such practical expedient.
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. As a result, there is an accumulated deficit at September 30, 2020.
While the Company is attempting to continue operations and generate revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement the Company's business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.
-11-
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 5 – Accounts Receivable
Accounts receivable consisted of the following at September 30, 2020 and December 31, 2019:
September 30, | December 31, | |
2020 | 2019 | |
Accounts Receivable | $ 42,312 | $ 42,312 |
Less: Allowance for Doubtful Accounts | (42,312) | (42,312) |
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 $42,312.
The Allowance for Doubtful Accounts in the amount of $42,312 was collected but it remains in Nicaragua because of the political instability, social unrest, and US Government's trade and economic sanctions; no transfer of funds to the US can be done at this time. Since these issues have yet to be resolved both domestically and internationally with Nicaragua, the $42,312 amount has not been paid in the US and has been written-off. Since the revenue was earned and collected in Nicaragua, the revenue remains recognized as an account receivable.
NOTE 6 – Notes Receivable – Related Parties
Notes receivable related parties consisted of the following at September 30, 2020 and December 31, 2019:
September 30, | December 31, | |
2020 | 2019 | |
Investcom – See Note 8 Related Party | $ 342,000 | $ 342,000 |
Rentcom – See Note 8 Related Party | 76,000 | 76,000 |
Total Notes Receivable | 418,000 | 418,000 |
Less: Allowance for Doubtful Accounts | (418,000) | (418,000) |
Net Notes Receivable – Related Parties | $ - | $ - |
Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at September 30, 2020 and December 31, 2019.
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 7 – Related Party Transactions
During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Company's former chief executive officer, for a total of $770,000. The sales were financed by a notes receivable in the amount of $342,000. Due to uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017 (See Note 6). The above mentioned sales were also paid for by reducing Mr. Parliaments' note payable from the Company in the amount of $76,000.
During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director of the Company, for a total of $525,000. The sale reduced the note payable to Mr. Brooks in the amount of $209,000. The sale was also financed by a note receivable in the amount of $76,000. Due to uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017 (See Note 6).
Due to Related Parties consist of payments of Company expenses by the Company's two (2) current directors, one (1) former director. Amounts due were $62,619 and $80,423 at September 30, 2020 and December 31, 2019, respectively. Due to related party, Julios Kosta of $35,627 which was included in the balance at December 31, 2019 was forgiven by Mr. Kosta on July 29,2020 and is included in gain on loan forgiveness during the three and nine months ended September 30, 2020.
The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors. Yes International provides all services at no cost except for press release wire services. For each of the three and nine months ended September 30, 2020 and 2019 the Company paid press release wire services in the amount of $-0-. The Company also currently operates out of the Yes International Inc., offices at no cost.
Stock payable – related parties consisted of the following at September 30, 2020 and December 31, 2019:
September 30, | December 31, | |
2020 | 2019 | |
Doug Brooks | $ - | $ 285,270 |
Rich Kaiser | - | 117,476 |
Julios Kosta | - | 468,628 |
Marsadi Parliament | - | 268,279 |
Paul Parliament | - | 468,473 |
Total Stock Payable – Related Parties | $ - | $ 1,608,126 |
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 8 – Notes Payable
Notes Payable consists of the following unsecured notes:
September 30, | December 31, | |
2020 | 2019 | |
Al Yee – 7% Interest, Matures January 2017 | $ 5,000 | $ 5,000 |
Michael Walkil – Non Interest Bearing, Due on Demand | 4,490 | 4,490 |
Total Notes Payable | $ 9,490 | $ 9,490 |
Interest expense on Mr. Yee's loan for the three and nine months ended September 30, 2020 was $87 and $262, respectively. Interest expense on Mr. Yee's loan for the three and nine months ended September 30, 2019 was $87 and $1,662, respectively. Interest expense from January 2015 (note inception) through September 30, 2019 in the amount of $1,575 was recorded in September 2019.
NOTE 9 – Inventory Loan Payable – Related Party
Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party. Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete. On July 29, 2020, Centro de Entretenimiento y Diversion Mombacho S.A forgave the $4,500 loan payable. This is included in gain on loan forgiveness during the three and nine months ended September 30, 2020. Amount due at September 30, 2020 and December 31, 2019 was $-0- and $4,500, respectively.
NOTE 10 – Capital Stock
Preferred Stock
On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in blank check preferred shares to 50,000,000 from 5,000,000. 10,000,000 of these blank check preferred shares have been separately allocated to Series A Preferred leaving 40,000,000 blank check preferred authorized. Preferred stock - A can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At September 30, 2020 and December 31, 2019 there were 2,500,000 and -0- shares issued and outstanding, respectively.
During the year ended December 31, 2017, 5,000,000 shares were returned by their respective shareholders. No compensation was given for the stock that was returned.
Common Stock
On January 16, 2017, the Articles of Incorporation were amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock.
Reverse Stock Split
On January 16, 2017, the Company approved a one-for-three hundred (1:300) reverse stock split. This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split.
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 10 – Capital Stock – continued
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, 2020, no shares had been issued from this plan.
NOTE 11 – Commitments and Contingencies
Beginning in 2018, the Company leases space at Yes International Inc., a related party, at no cost. Rent expense for the each of the three and nine months ended September 30, 2020 and 2019 was $-0-.
NOTE 12 - Subsequent Events
Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.
We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.
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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
·the Covid-19 pandemic
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From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
Management is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on the company's operations which could have a material adverse effect on the company's current financial position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status, could have a negative impact on the company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.
Company Overview
We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team. On August 7, 2007, our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, what is the purchase and leasing of gaming equipment. The change of name was to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the Registrant's name the trading symbol for the shares of the Registrant's common stock has been changed to "BRVO," and Registrant's CUSIP identifier has been changed to 10568F109.
The Registrant filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.
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On January 16, 2017, the Company amended its certificate of incorporation to effect a one-for-three hundred (1:300) reverse stock split. This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. On April 3, 2017, FINRA- recognized and allowed the Company's 1:300 reverse stock split.
On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its preferred stock to Preferred Stock Series A. The Series A will have a par value of $0.0001 per share, will be entitles to receive one hundred (100) time the dividends per share of common stock, will have 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock. In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001 per share, Bravo Multinational is authorized to issue 50,000,000 shares of "Blank Check" Preferred stock of which 10,000,000 have been issued leaving 40,000,000 authorized but unissued, par value $0.0001 per share. There are no "Blank Check" preferred shares outstanding and no trading market for the shares of our "Blank Check "preferred stock.
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). The change in domicile from Delaware to Wyoming should occur once the Company's Corporate Action request is approved by FINRA - Financial Industry Regulatory Authority, currently pending as of the date of this Form 10-Q filing (See Exhibit 4.2).
Current Business
We are engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua due to political and economic instabilities. We are planning to operate our business in the US and within other more stable democracies in Latin America.
During October 2017 severe weather, hurricanes, rain and flooding occurred in Nicaragua where the company had its gaming machines operation. Lower tourism and local traffic due to these uncontrollable weather issues had an effect on the Company's machine revenues during the fourth quarter of 2017. The Company had purchased 300 gaming machines that were placed in casinos where they were producing a monthly revenue stream based on net wins of the each machine. Consequently, revenue and account receivable due on these machines cannot be collectable due to the social and economic conditions which prevailed after the storms. Currently, the country has economic and trade sanctions in place by the U.S. Government.
On or about the first week of December 2017, Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC notified management of serious issues throughout the Country of Nicaragua. Civil unrest started due to lack of simple social services, like electricity, running water and destroyed infrastructure from Hurricane Nate. The ever growing political and civil unrest affected the country's economy, which had a direct effect on the gaming industry in Nicaragua. The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. On December 30, 2017, management canceled the business contracts with both Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC. Subsequently, The US Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO's business practices in the country. As of January 2018, the Company ceased operations in Nicaragua.
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Management continues to look at other opportunities outside of the casino gaming industries as those opportunities present themselves. If a viable opportunity becomes available, management will determine if such an opportunity is accretive to the Company and can create shareholder value.
Former Business
We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest. We allowed all of our BLM (Bureau of Land Management) unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future. Currently, the carrying value on such patented claims were fully impaired due to lack of economic viability of such properties.
For a complete discussion of the mining activities on our mining claims conducted by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC. However it should be noted that we were not at any time a mining operator. As described above, the Company owns mining claims, but none of those claims are leased to a third party. Since the mining operations of our lessee no longer have any relevance to our new business of the leasing and selling of gaming equipment, we will only include financial information relating to revenues, expenses, and results of operations and other relevant information with respect to the former mining activities of the lessee of our mining properties.
Transfer Agent
Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.
Company Contact Information
Our principal executive offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report.
Current Directors
The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:
Merle Ferguson | Director |
Richard Kaiser | Director |
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Management's Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – September 30, 2020 and 2019 Statements
The sales revenue from the Company's gaming machine sales for the three months ended September 30, 2020 and 2019 were $-0- and $-0-. Gaming machine sale of $-0- occurred due to no sales because of the political and economic instability in Nicaragua. Management ceased operations in Nicaragua due to these instabilities.
Cost of sales for the three months ended September 30, 2020 was $-0- and for the three months ended September 30, 2019 was $-0-. The Company had no sales during each of the three months ended September 30, 2020 and 2019.
Gross profit for the three months ended September 30, 2020 was $-0- and for the three months ended September 30, 2019 was $-0-.
Total Operating expenses for three months ended September 30, 2020 was $140,213 compared to $82,991 for the three months ended September 30, 2019. The increase was attributed to an increase in board of director fees.
Nine Months – September 30, 2020 and 2019 Statements
The sales revenue from the Company's gaming machine sales for the nine months ended Septermber 30, 2020 and 2019 were $-0- and $-0-. Gaming machine sales of $-0- occurred due to no sales because of the political and economic instability in Nicaragua. Management ceased operations in Nicaragua due to these instabilities.
Cost of sales for the nine months ended September 30, 2020 was $-0- and for the nine months ended September 30, 2019 was $-0-. The Company had no sales during each of the six months ended September 30, 2020 and 2019.
Gross profit for the nine months ended September 30, 2020 was $-0- and for the nine months ended September 30, 2019 was $-0-.
Total Operating expenses for nine months ended Septermber 30, 2020 was $60,380,149 compared to $164,868 for the nine months ended September 30, 2019. The increase was attributed to an increase in board of director fees and consulting fee associated from the cost of the issuance of convertible Preferred 'A' shares.
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Net Loss:
Net loss for the three month ended September 30 , 2020 and 2019 were $100,173 and $83,078 , respectively. Net loss for the nine month ended September 30, 2020 and 2019 were $60,331,489 and $166,530, respectively.
Liquidity and Capital Resources:
As of September 30, 2020, the Company's assets totaled $6,286, which consisted of cash of $6,286. Our total liabilities were $797,325. As of September 30, 2020, the Company had an accumulated deficit of $89,850,196 and a working capital deficit of $791,039.
As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO and CFO to advance funds as necessary in meeting our operating requirements.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries' operating results, financial position, or cash flow.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2020 was $46,403, and for the nine months ended September 30, 2019 was $129,764, respectively. The decrease in the amount of cash used during the nine months ended September 30, 2020 was due to the decrease in professional fees by $62,651 and the decrease of General and Adminstrative expenses of $8,565 and when compared to the nine month ended September 30, 2019.
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Cash Flows from Investing Activities
Net cash used in investing activities was $-0- and -0- for the nine months ended September 30, 2020 and 2019.
Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2020 was $46,403, and for the nine months ended September 30, 2019 was $136,170. The decrease amount was attributed to lower cash infusions by the Company's directors and related parties that were used in operational and professional fee expenses.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
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Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors' report on our financial statements for the year ended December 31, 2019 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
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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, 2020.
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Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended September 30, 2020. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
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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, 2020:
- The Company has inadequate segregation of duties within its cash disbursement control design.
- During the Quarter ended September 30, 2020 the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2020 to have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.
We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations. 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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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments during the quarter ended September 30, 2020 in any material legal proceedings to which we are a party or of which any of our property is subject.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 4, 2020, Bravo Multinational, Inc. issued 2,500,000 shares of its Preferred Series 'A' shares pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The Series 'A' Preferred shares have voting rights equal to 100 shares of common stock and they are each convertible into 100 shares of common stock of the Company at the option of the holder. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances (See Exhibits 10.04, 10.05 & 10.06).
All of the above described investors who received shares of our common or preferred stock were provided with access to our filings with the SEC, including the following:
- The information contained in our annual report on Form 10-K under the Exchange Act.
- The information contained in any reports or documents required to be filed by Bravo Multinational under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.-/P>
-A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.-
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
Promissory Note
On December 31, 2017, the Board of Directors unanimously agreed to allow Isabell Pilon to cancel and return to the Company's treasury 245,098 common shares. The board, in turn, recognized and approved the promissory note with a, face value of $125,000 (one hundred twenty five thousand dollars). The note pays interest at eight (8%) percent per annum. The term on the note is 24-months from date of issuance, and it matures on December 31, 2019. At anytime, the note may be converted into common shares at ten cents ($0.10) per share. On March 13, 2018, the Board of Directors unanimously agreed to allow Isabell Pilon to convert her promissor note for ten cents ($0.10) per common share. On November 18, 2018, the board unanimously amended the terms of the outstanding promissory notes by changing the conversion price from $0.10 (ten cents) per share to $0.20 (twenty cents) per share on the promissory note with accrued interest at 8% per annum owed as of November 19, 2018. On November19, 2018, Isabell Pilon gifted her note including interest to Marsadi Parliament. The note holder (Marsadi Parliament) enacted an "Order to Convert" which stop any further accrued interest. On February 7, 2020, the Company converted the promissory note through issuance 1,341,395 common shares.
On November 19, 2018, the Promissory Note held by Paul Parliament enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 2,192,365 common shares.
On November 19, 2018, the Promissory Note held by Douglas Brooks enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 1,426,350 common shares.
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On November 19, 2018, the Promissory Note held by Richard Kaiser enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. On February 7, 2020, the Company converted the promissory note through the issuance 587,380 common shares.
On November 19, 2018, the Promissory Note held by Julios Kosta enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. On December 31, 2018, Julios Kosta gifted $45,000 of this note payable to another party who converted the note to common BRVO shares as at $0.20 (twenty cents). The "Order to Convert" stopped any further accrued interest. On March 25, 2020, the Company converted the promissory note through the issuance 2,343,141 common shares.
S-8 Registration
On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company's stockholders, by paying their retainers or fees in the form of shares of the Company's common stock. 6,000,000 shares of common stock are registered to this plan and the plan shall expire on March 15, 2028. As of September 30, 2020, 4,516,667 shares had been issued from this plan.
On January 28, 2020, the Company issued to Mr. Paul Parliament for a consulting agreement, effectuated November 20, 2018 which expired on July 19, 2019; 73,171 shares of S-8 common stock at $0.41 per shares based on the closing price of the Company's stock price on July 10, 2019.
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On January 28, 2020, the Company issued to Mr. Paul Parliament for out-of- pocket expenses totaling $28,580 which were owed to him prior to his resignation as an officer and director of the Company up through November 18, 2019; 132,932 shares of S-8 common stock at $0.2135 per share based on the closing price of the Company's stock price on January 27, 2019.
Employment Contracts
On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Merle Ferguson as the Company's Chairman & President with an annual salary of $300,000 to be paid in cash, shares or combination of cash and shares. A 1,500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Exhibit 10.01).
On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. A 500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Exhibit 10.02).
Consulting Agreements
On February 2, 2020, The Company signed a three year consulting agreement with Ms. Susan Donohue for corporate consulting services. The Company issued a one-time payment of 500,000 Preferred Series 'A' as payment-in-full on the agreement (See Exhibit 10.03).
Debt Forgiveness
On July 29, 2020, Julios Kosta sent a written notification to the Company's management that he forgave the Company on amounts owed to him and his company, Centro de Entertenimento y Diversion Mombacho, S.A. ("Mombacho") for total forgiveness in aggregate of $40,127.
Reincorporation from State of Delaware to the State of Wyoming
On August 3, 2020, both the Board of Directors of the Company and the the majority consent 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). The change in domicile from Delaware to Wyoming should occur once the Company's Corporate Action request is approved by FINRA - Financial Industry Regulatory Authority, currently pending as of the date of this Form 10-Q filing (See Exhibit 4.2).
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ITEM 6. EXHIBITS
Index to Exhibits.
Exhibit No. | Identification of Exhibit | ||||||||||||||
Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1 on Form 10 on November 24, 2008, File Number 000-53505. | |||||||||||||||
Corrected Certificate of Amendment to Certificate of Incorporation dated October 5, 2010, filed as Exhibit 3.3 on Form 10-K, on March 31, 2011, Commission File Number 000-53505. | |||||||||||||||
Certificate of Amendment to Certificate of Incorporation, filed February 3, 2014, filed as Exhibit 3.4 on Form 10-K, on April 15, 2014, Commission File Number 000-53505. | |||||||||||||||
Certificate of Amendment of Restated Certificate of Incorporation of Goldland Holdings, Co., changing name to Bravo Multinational Incorporated, filed with State of Delaware on March 24, 2016, and effective on April 1, 2016, filed as Exhibit 3.1 Report on Form 8-K, on April 7, 2016, File Number 000-53505. | |||||||||||||||
Amended and Restated Bylaws of Bravo Multinational Incorporated dated February 13, 2017, filed as Exhibit 3.1 to the Registrant's DEF 14C. | |||||||||||||||
Amended and Restated Bylaws of Bravo Multinational Incorporated dated October 4, 2019, filed as Exhibit 3.10 on Form 10-Q Nov. 6, 2019. | |||||||||||||||
Articles of Incorporation Bravo Multinational Inc.( Wyoming) Original and Amended; Filed in Form DEFR 14C - September 29, 2020 | |||||||||||||||
Bylaws of Bravo Multinational Inc. (Wyoming);Filed in Form DEFR 14C -September 29, 2020 | |||||||||||||||
Certificate of Designation for Series 'A' Preferred Stock of Bravo Multinational with the Secretary of State of Delaware on October 4, 2019, filed as Exhibit 3.10 on Form 10-Q, Nov. 06, 2019. | |||||||||||||||
Agreement and Plan of Merger from Bravo Multinational, Inc. (Delaware) to Bravo Multinational, Inc.(Wyoming); Filed in Form DEFR 14C - September 29, 2020 | |||||||||||||||
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| Employment Contract- Ferguson- February 1, 2020 (filed as Exhibit 10.18 on Dec. 31. 2019 year-end report Form 10-K) | |||||||||||||||
| Employment Contract-Kaiser-February 1, 2020 (filed as Exhibit 10.19 on Dec. 31. 2019 year-end report Form 10-K) | |||||||||||||||
| Consulting Agreement -Donohue- February 4, 2020 (filed as Exhibit 10.20 on Dec. 31. 2019 year-end report Form 10-K) | |||||||||||||||
| Subscription Agreement Preferred Series A- Ferguson-February 4, 2020 (filed as Exhibit 10.21 on Dec. 31. 2019 year-end report Form 10-K) . | |||||||||||||||
| Subscription Agreement Preferred Series A- Kaiser-February 4, 2020 (filed as Exhibit 10.22 on Dec. 31. 2019 year-end report Form 10-K). | |||||||||||||||
| Subscription Agreement Preferred Series A- Donohue-February 4, 2020 (filed as Exhibit 10.23 on Dec. 31. 2019 year-end report Form 10-K) . | |||||||||||||||
Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||
101+ |
XBRL Interactive Exhibits. | ||||||||||||||
* Previously filed.
+filed herewith
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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: October 21, 2020 | By: /s/ Merle Ferguson Merle Ferguson Chief Executive Officer |
By: /s/Richard Kaiser Richard Kaiser Chief Financial Officer |
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Exhibit 3.7
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Exhibit 3.8
BYLAWS
OF
BRAVO MULTINATIONAL INCORPORATED
ARTICLE I
Name and Principal Office
Section 1. The name of this corporation is: Bravo Multinational Incorporated
Section 2. The principal office of the corporation shall be located at such place as shall be designated by the Board of Directors, and it may maintain branch offices or agents elsewhere, within or without the State of Wyoming, as the Board of Directors may from time to time determine.
Section 3. The corporation shall at all times maintain a registered office and registered agent within the State of Wyoming, at such place within said state as shall be designated by the Board of Directors.
ARTICLE II
Capital Stock
Section 1. The authorized capital stock of the corporation shall consist of an unlimited number of shares of common stock with a $.0001 par value and an unlimited number of shares to be designated as preferred shares with a $.0001 par value. The Preferred Stock may be issued in one or more series, and the preferences, rights and powers of such Preferred Shares shall be determined in the discretion of the Board of Directors. Said capital stock shall be evidenced by certificates of stock, issued in the name of the corporation and signed by the President and Secretary of the corporation under the corporate seal.
Section 2. Said shares of stock shall be transferable only on the books of the corporation or its authorized registration and transfer agent. The stock transfer records shall be kept by the corporation or the appropriate designee of the corporation as may be determined by the Board of Directors.
Section 3. Shares of stock may be represented at all shareholder meetings by the shareholders of record or by written proxy directed to any other person or legal entity and filed with the Secretary of the corporation prior to the beginning of any shareholder meeting. No person, however, shall be entitled to vote any shares of stock in person or by proxy at any such meeting unless the same shall have been transferred to him/her on the books of the corporation at least 30 days prior to the said meeting.
Section 4. Before a new stock certificate shall be transferred or issued to replace a lost certificate, proof of loss together with proper indemnification procedures, including an indemnification bond, if requested by the Board of Directors, shall be furnished by the applicant for the new certificate. Any cost of reissuing and indemnifying the corporation for reissuing lost certificates shall be paid by the applicant.
Section 5. The owner as reflected on the books of the corporation, subject to the provisions of Section 3 of this Article II, shall be entitled to one vote for each share of stock owned by him/her. No cumulative voting shall be allowed.
Section 6. The corporation shall not be allowed to vote any Treasury stock held by it.
Section 7. The Board of Directors may fix a date or dates at which time or times the persons reflected on the books of the corporation as shareholders shall receive dividends or distributions of the corporate assets.
Section 8. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Wyoming.
Section 9. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A shareholder whose shares are pledged shall be entitled to vote such shares, unless, in the transfer by the pledgor on the books of the corporation, he/she has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his/her proxy may represent the stock and vote thereon.
Section 10. There shall be issued no fractional shares of the corporation. In the event a shareholder shall be entitled to a fractional share by virtue of the declaration of a stock dividend or stock split or otherwise, the corporation shall issue to said shareholder a certificate, called scrip, acknowledging the right of said shareholder to said fractional share. At any time that a shareholder shall become the holder of sufficient scrip to total one or more whole shares, then, at the request of said shareholder, the corporation shall issue said whole share or shares to said shareholder. No holder of any scrip shall be entitled to any vote on account thereof.
Section 11. All issued shares of the corporation shall be fully paid and nonassessable; there shall be issued no partially paid shares of the corporation.
Section 12. Shares of the corporation shall be issued for such consideration as shall be fixed from time to time by the Board of Directors; provided, however, that no such shares shall be issued for consideration less than the par value of such shares.
Section 13. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the Board of Directors.
ARTICLE III
Meetings of Shareholders
Section 1. An annual meeting of the shareholders shall be held annually, within five (5) months of the end of each fiscal year of the Corporation. The annual meeting shall be held at such time and place and on such date as the Directors shall determine from time to time and as shall be specified in the notice of the meeting; at which time the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. Notwithstanding the foregoing, the Board of Directors may cause the annual meeting of shareholders to be held on such other date in any year as they shall determine to be in the best interests of the corporation; and any business transacted at said meeting shall have the same validity as if transacted on the date designated herein.
Notice of the annual meeting, stating the time and place thereof, shall be mailed to each shareholder at his/her address as shown on the records of the corporation not less than ten (10) days and not more than sixty (60) days prior to such meeting.
Section 2. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of dividends, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not less than ten (10) nor more than sixty (60) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of dividends, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.
Section 3. A simple majority of the capital stock issued and outstanding, represented in person or by proxy, shall constitute a quorum for the transaction of business at any shareholders' meeting.
Section 4. A special meeting of the shareholders may be called at any time by the President or as directed by a majority vote of the Board of Directors. The same notice shall be given of special meetings as is herein provided for the annual meeting, except that, in the case of special meetings, the notice shall state the objective therefor, and no matters may be considered except those mentioned in said notice.
Section 5. A special meeting of the shareholders shall be called by the corporation upon the written request of the holders of not less than twenty-five (25%) percent of the outstanding shares of the corporation. Such written request shall be presented to the Secretary of the corporation. The Secretary shall then comply with the provisions of this Article regarding notice to shareholders of any special or annual meeting.
Section 6. Notice of meetings, both annual and special, may be waived by any shareholder, and his/her presence at such meetings will constitute such a waiver.
Section 7. At all meetings of shareholders, all questions shall be determined by a majority vote of the holders of each class of capital stock entitled to vote, present in person or by proxy, unless otherwise provided for by these Bylaws or by the laws of the State of Wyoming.
Section 8. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken, for or in connection with any corporate action, by any provision of the laws of Wyoming, the meeting and vote of shareholders may be dispensed with if the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the shareholders having not less than such percentage of the number of votes as may be authorized in the Articles of Incorporation; provided that, in no case shall action be taken upon the written consent of the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent.
Section 9. The Board of Directors may adopt whatever rules it deems necessary or desirable for the orderly transaction of business at any meeting of shareholders; provided that such rules shall be in writing and shall be distributed to the shareholders prior to or at the beginning of said meeting, and provided further that such rules shall not abrogate any right of the holders of capital stock as defined by statute or by these Bylaws.
ARTICLE IV
Board of Directors
Section 1. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all powers of the corporation as are not, by statute, by the Articles of Incorporation or by these Bylaws, directed or required to be exercised or done by the shareholders.
Section 2. The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than fifteen (15). Such number of Directors shall from time to time be fixed and determined by the shareholders and shall be set forth in the notice of any meeting of shareholders held for the purpose of electing Directors. The Directors shall be elected at the Annual Meeting of the Shareholders, except as provided in Section 3 of this Article IV, and each Director elected shall hold office until his/her successor shall be elected and shall qualify. Except as provided otherwise herein, Directors need not be residents of Wyoming nor shareholders of the corporation.
Section 3. Any Director may resign at any time by written notice to the corporation. Any such resignation shall take effect at the date of receipt of such notice or any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any vacancy occurs on the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director or otherwise, or if any new directorship is created by an increase in the authorized number of Directors, a majority of the Directors then in office, though less than a quorum, or a sole remaining Director may choose a successor or fill the newly created directorship; and a Director so chosen shall hold office until the next annual meeting and until his/her successor shall be duly elected and shall qualify, unless sooner displaced.
Section 4. A regular meeting of the Board of Directors shall be held each year, without other notice than this Bylaw, at the place of and immediately following the Annual Meeting of Shareholders, and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Wyoming, without other notice than such resolution.
Section 5. A special meeting of the Board of Directors may be called by the President and shall be called by the Secretary on the written request of any two Directors. The President so calling, or the Directors so requesting, any such meeting shall fix the time and place, either within or without the State of Wyoming, as the place for holding such meeting.
Section 6. Written notice of special meetings of the Board of Directors shall be given to each Director at least twenty-four (24) hours prior to the time of any such meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any special meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the Bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.
Section 7. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, as provided in Article V of these Bylaws, may be taken without a meeting; provided that a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 9. Directors, as such, shall not be entitled to any stated salary for their services unless voted by the Board of Directors. By resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of Directors. No provision of these Bylaws shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 10. Members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
ARTICLE V
Committees of Directors
Section 1. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, including, if it shall so determine, an Executive Committee. Each such committee shall consist of two or more of the Directors of the corporation, which shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in this Article and may authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Such committee or committees shall have such name or names and such authority as may be determined from time to time by resolution adopted by the Board of Directors.
Section 2. In the event the Board of Directors shall, pursuant to Section 1 of this Article, designate an Executive Committee to have and exercise the full powers of the Board of Directors, such power shall extend to the full limit of the powers of the entire Board of Directors, except that no committee of Directors shall have or exercise any of the following powers: amend the Articles of Incorporation of the corporation; undertake any actions toward merger or consolidation of the corporation; recommend the lease, sale or exchange of all or substantially all of the assets of the corporation; amend these Bylaws; declare any dividend; or authorize the issuance of any of the stock of the corporation.
Section 3. Each committee of Directors shall keep regular minutes of its proceedings and report same to the Board of Directors when required.
Section 4. Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board shall so determine.
ARTICLE VI
Notice
Section 1. Whenever, under the provisions of the statutes, the Articles of Incorporation or these Bylaws, notice is required to be given to any Directors, member of any committee or shareholders, such notice shall be in writing and shall be delivered personally or mailed to such Director, member or shareholder or, in the case of a Director or a member of any committee, may be delivered in person or given orally by telephone. If mailed, notice to a Director, member of a committee or shareholder shall be deemed to be given when deposited in the United States mail in a sealed envelope, with postage thereon prepaid, addressed, in the case of a shareholder, to the shareholder at the shareholder's address as it appears on the records of the corporation or, in the case of a Director or a member of a committee, to such person at his/her business address. If sent by telegraph, notice to a Director or member of a committee shall be deemed to be given when the telegram, so addressed, is delivered to the telegraph company.
Section 2. Whenever any notice is required to be given under the provisions of the statutes, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
Officers
Section 1. The officers of the corporation shall be a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices may be held by the same person. The President shall be elected from among the Directors. With that exception, none of the other officers need be a Director, and none of the officers need be a shareholder of the corporation.
Section 2. The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the Annual Meeting of Shareholders or as soon thereafter as conveniently possible. Each officer shall hold office until his/her successor shall have been chosen and shall have qualified, or until his/her death or the effective date of his/her resignation or removal, or until he/she shall cease to be a Director in the case of the President.
Section 3. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction, and no officer shall be prevented from receiving such salary by reason of his/her also being a Director.
Section 6. The President shall be the chief executive officer of the corporation and subject to the control of the Board of Directors, shall generally supervise and control the business and affairs of the corporation. The President shall preside at all meetings of the Board of Directors and the shareholders. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult with them concerning the business of the corporation. The President may sign, with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these Bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed. The President shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and, in general, shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Board of Directors or the Executive Committee from time to time.
Section 7. In the absence of the President, or in the event of his/her inability or refusal to act, the Executive Vice President (or, in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.
Section 8. The Secretary shall: (a) keep the minutes of the meetings of the shareholders, the Board of Directors and the committees of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal is affixed to all certificates for shares or a facsimile thereof is affixed to all certificates for shares prior to the issuance thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) keep or cause to be kept a register of the post office address of each shareholder as furnished by each shareholder; (e) sign, with the President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President, the Board of Directors or the Executive Committee.
Section 9. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; (c) prepare or cause to be prepared, for submission at each regular meeting of the Directors, at each annual meeting of the shareholders and at such other times as may be required by the Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President, Board of Directors or Executive Committee.
Section 10. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, Board of Directors or Executive Committee. The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his/her office. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.
ARTICLE VIII
Contracts, Checks and Deposits
Section 1. Subject to the provisions of these Bylaws, the Board of Directors may authorize any officer or officers and agent or agents to enter into any contract or execute and deliver any such instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. All checks, demands, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as may be determined by the Board of Directors.
Section 3. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE IX
Dividends
Section 1. Dividends upon the capital stock of the corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock.
Section 2. Before payment of any dividends, there may be set aside out of any funds the corporation available for dividends such sum or sums as the Directors may from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation or for such other purpose as the Directors deem conducive to the best interests of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE X
Indemnification
Section 1. The Corporation shall indemnify each person who is or was a director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under the Wyoming Business Corporation Act or any successor law or laws of the Code. The Corporation may, in advance of the final disposition of an action, suit or proceeding against an officer, director or employee pay any expenses incurred by such person, consistent with the Wyoming Business Corporation Act. Any indemnification under this section shall be made in accordance with the provisions of the Wyoming Business Corporation Act.
Section 2. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any of the above-referenced parties against any liability, cost, payment or expense, whether or not the Corporation would have the power to indemnify such person against such liability.
ARTICLE XI
Fiscal Year
The fiscal year of the corporation shall be set by resolution of the Board of Directors.
ARTICLE XII
Amendments to Bylaws
At any regular meeting of the Board of Directors or at any meeting of the Board of Directors specially called for said purpose, with each Director having been mailed, along with notice of said meeting, a copy of the proposed changes in the Bylaws, these Bylaws may be altered, amended or repealed, in whole or in part, and new Bylaws may be adopted in accordance with the copy of the proposed changes mailed to the Directors by vote of a majority of said Directors.
I HEREBY CERTIFY that the foregoing Bylaws were duly adopted by the Board of Directors of the corporation on May 27, 2020.
/s/ Merle Ferguson
Merle Ferguson
President
(CORPORATE SEAL)
Exhibit 4.2
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Agreement") is made and entered into this 3rd day of August, 2020, by and between Bravo Multinational Incorporated, a Delaware Corporation, (“DE CORP.”), and Bravo Multinational Incorporated, a newly formed Wyoming Corporation (“WY CORP.”) (said corporations being hereinafter sometimes collectively referred to as the “Constituent Entities”).
W I T N E S S E T H:
WHEREAS, DE CORP. has authorized capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value; 40,000,000 authorized shares of "Blank Check" preferred stock, $0.0001 par value per share, and 10,000,000 authorized shares of Series Preferred 'A',$0.0001 par value per share;
WHEREAS, all the outstanding common and preferred stock of WY CORP. are owned by DE CORP. and WY CORP. is DE CORP.’s wholly-owned subsidiary;
WHEREAS, the laws of the State of Wyoming and the State of Delaware permit a merger of the Constituent Entities;
WHEREAS, the Boards of Directors of each of the Constituent Entities have determined that it is advisable and for the benefit of each of the Constituent Entities and their respective shareholders that DE CORP. be merged with and into WY CORP. on the terms and conditions hereinafter set forth, and by resolutions duly adopted have agreed to the terms and conditions of this Agreement; and directed that the proposed merger be submitted to the shareholders of DE CORP. and recommended to such shareholders approval of the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements, promises and covenants contained herein, it is agreed by and between the parties hereto, subject to the conditions hereinafter set forth and in accordance with the Delaware Business Corporation Act (the “Act”), that DE CORP. shall be and hereby is, at the Effective Date (as hereinafter defined), merged with and into WY CORP. (WY CORP. subsequent to such merger being hereinafter sometimes referred to as the “Surviving Corporation”), with the corporate existence of the Surviving Corporation to be continued under the name “Element Acquisition Corporation” and that the terms and conditions of the merger hereby agreed upon, the mode of carrying the same into effect, the manner of converting shares are and shall be as follows:
Section 1.
Merger
1.1 On the Effective Date, DE CORP. shall be merged with and into WY CORP., and WY CORP. shall continue in existence and the merger shall in all respects have the effect provided for in WY Stat. 17-16-1105 of the Wyoming Business Corporation Act.
1.2 Without limiting the foregoing, on and after the Effective Date, the separate existence of DE CORP. shall cease, and, in accordance with the terms of this Agreement, the title to all real estate and other property owned by each of the Constituent Entities shall be vested in the Surviving Corporation without reversion or impairment; the Surviving Corporation shall have all liabilities of each of the Constituent Entities; and any proceeding pending against any Constituent Entity may be continued as if the merger did not occur or the Surviving Corporation may be substituted in its place.
1.3 Prior to and from and after the Effective Date, the Constituent Entities shall take all such action as shall be necessary or appropriate in order to effectuate the merger. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other actions are necessary, appropriate or desirable to vest in said corporation, according to the terms hereof, the title to any property or rights of DE CORP., the last acting officers of DE CORP., or the corresponding officers of the Surviving Corporation, shall and will execute and make all such proper assignments and assurances and take all action necessary and proper to vest title in such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Agreement.
Section 2.
Terms of Transaction
2.1 Upon the Effective Date:
(a) The shareholders of DE CORP. shall, within thirty (30) days of the Effective Date, submit their certificates for DE CORP. Common Stock to WY Corp. for replacement with WY Corp. Shares. Each share of DE CORP. Common Stock submitted shall thereupon be converted into one Common Share of WY CORP., subject to the provisions of Section 2.2 below, the Common Shares of the Surviving Corporation required for such purpose being drawn from authorized but unissued shares of the Surviving Corporation.
(b) Each share of DE CORP. Common Stock held in the treasury of DE CORP. immediately prior to the Effective Date of the merger shall by virtue of the merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist without any conversion thereof.
(c) Each share of WY CORP. Common Shares outstanding and owned of record by its shareholders, if any, immediately prior to the Effective Date shall remain outstanding.
2.2 After the Effective Date, each holder of an outstanding certificate or certificates of DE CORP. Common Stock will, upon surrender of such certificate or certificates, within thirty (30) days of the Effective Date be entitled to a certificate or certificates representing Shares of WY CORP. equal to the same number of DE CORP. shares. After the Effective Date, certificates representing shares of DE CORP. Common Stock which are not submitted to the Surviving Corporation within thirty (30) days of the Effective Date, shall be automatically converted to Shares of WY CORP. in accordance with the terms of this paragraph.
Section 3.
Directors and Officers
The persons who are directors and officers of WY CORP. immediately prior to the Effective Date shall continue as officers and directors of the Surviving Corporation and shall continue to hold office as provided in the Articles of Organization of the Surviving Corporation.
Section 4.
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Organization of WY CORP., as in effect at such date, shall be the Articles of Incorporation of the Surviving Corporation and shall continue in effect until the same shall be altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the Bylaws of WY CORP., in effect at such date, shall be the Bylaws of the Surviving Corporation and shall continue in effect until the same shall be altered, amended or repealed as therein provided or as provided by law.
Section 5.
Shareholder Approval, Effectiveness of Merger
This Agreement shall be submitted for approval to the shareholders of DE CORP. as provided by the Delaware General Corporation Law. If this Agreement is duly authorized and adopted by the requisite vote or written consents of such shareholders and is not terminated and abandoned pursuant to the provisions of Section 6 hereof, this Agreement shall be executed, and this Agreement, or a Certificate of Merger incorporating the terms of this Agreement as allowed by state law, shall be filed and recorded in accordance with state laws as soon as practicable after the last approval by such shareholders. The Board of Directors and the proper officers of the Constituent Entities are authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement or of the merger herein provided for. The merger shall become effective on filing of the Articles or Certificate of Merger with the Secretary of State of Delaware (said date is herein referred to as the “Effective Date”).
Section 6.
Termination
At any time prior to the filing of the Articles or Certificate of Merger with the Secretary of State of Delaware, the Board of Directors of the constituent corporation may terminate and abandon this Agreement, notwithstanding favorable action on the merger by the shareholders of the Constituent Entities or earlier approval by the Boards of Directors of such Constituent Entities.
Section 7.
Miscellaneous
7.1 This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.
7.2 This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Constituent Entities have each caused this Agreement to be executed, their respective corporate seals to be affixed and the foregoing attested, all by their respective duly authorized officers, as of the date herein above first written.
BRAVO MULTINATIONAL INCORPORATED (Delaware)
By: /s/ Merle Ferguson
Authorized Officer
BRAVO MULTINATIONAL INCORPORATED (Wyoming)
By: /s/ Merle Fergsuon
Authorized Officer
EXHIBIT 31.1
CERTIFICATION
I, Merle Ferguson, certify that:
1. | I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; | ||
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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; | ||
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3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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| 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;
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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| 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
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| 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.
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5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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| 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
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ Merle Ferguson |
October 21, 2020 |
| Merle Ferguson Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Richar Kaiser, certify that:
1. | I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; | ||
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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; | ||
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3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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| 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;
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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| 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
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| 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.
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5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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| 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
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ Ruichard Kaiser |
October 21, 2020 |
| Richard Kaiser Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Merle Ferguson certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated, on Form 10-Q for the quarter ended September 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
| By: | /s/ Merle Ferguson |
October 21 , 2020 |
| Merle Ferguson Chief Executive Officer (Principal 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
I, Richard Kaiser, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated on Form 10-Q for the quarter ended September 30, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
| By: | /s/ Richard Kaiser |
October 21, 2020 |
| Richard Kaiser Chief Financial Officer (Principal Accounting and Principal Financial Officer) |