BRVO 10-Q
Bravo Multinational Inc. (BRVO)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Commission
file number:
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(principal executive offices) |
(Zip Code) | |
| Registrant’s
telephone number, including area code: | ||
| Securities registered under Section 12(b) of the Exchange Act: | None | |
| Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.0001 per share | |
| (Title of class) | ||
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Par Value $0.0001 |
|
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At July 27, 2023, the registrant had outstanding shares of common stock, par value $0.0001 per share.
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TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO MULTINATIONAL INCORPORATED
| FINANCIAL REPORTS |
| AT |
| JUNE 30, 2023 |
INDEX TO FINANCIAL STATEMENTS
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
| (Unaudited) | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable (Net of Allowance of $ | ||||||||
| Prepaid Expenses - Retainers | ||||||||
| Note Receivable (Net of Allowance of $ | ||||||||
| Notes Receivable - Related Party (Net of Allowance of $ | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Customer Deposits | ||||||||
| Due to Related Parties | ||||||||
| Accrued Board of Directors Fees | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit | ||||||||
| Common Stock - $ Par; Shares Authorized, Issued and Outstanding, Respectively | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Expenses | ||||||||||||||||
| General and Administrative | $ | $ | $ | $ | ||||||||||||
| Professional Fees | ||||||||||||||||
| Board of Directors Fees | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Loss from Operations Before Income Taxes | ||||||||||||||||
| Income Taxes | ||||||||||||||||
| Net Loss for the Period | $ | $ | $ | $ | ||||||||||||
| Weighted Average Number of Common Shares - Basic and Diluted | ||||||||||||||||
| Net Loss for the Period Per Common Shares - Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
| For the Six Months Ended June 30, | 2023 | 2022 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | ||
| Changes in Assets and Liabilities: | ||||||||
| Prepaid Expenses - Retainers | ( | ) | ||||||
| Accounts Payable and Accrued Expenses | ( | ) | ||||||
| Accrued Board of Directors Fees | ||||||||
| Net Cash Flows Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Due to Related Parties, Net | ||||||||
| Net Cash Flows Provided by Financing Activities | ||||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Non-Cash Transactions | ||||||||
| Accrued Board of Directors Fees - Contributed to Capital | $ | $ | ||||||
| Due to Related Parties - Contributed to Capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Bravo Multinational Incorporated |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 UNAUDITED |
| Common Stock | Additional | Total | ||||||||||||||||||
| For the Three and Six Months | $ 0.0001 Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Ended June 30, 2022 | Shares | Amount | Capital | Deficit | Deficit | |||||||||||||||
| Balance - January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| For the Three and Six Months | $ 0.0001 Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Ended June 30, 2023 | Shares | Amount | Capital | Deficit | Deficit | |||||||||||||||
| Balance - January 1, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Capital Contributions - Directors | - | |||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NOTE 1 – Organization & Description of Business
Bravo Multinational Corporation (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the Company’s name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated. On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the company’s name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company’s common stock should be changed to “BRVO,” and the company’s CUSIP identifier be changed to a newly issued number. FINRA granted its approval of the change of the company’s name on April 6, 2016. As a result of the change of name of the company, the company’s trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109. On August 3, 2020, the Board of Directors agreed in changing the Company’s incorporation from Delaware to Wyoming. On September 25, 2020, the Company merged into its wholly owned subsidiary Bravo Multinational (Wyoming) to achieve the change in state incorporation.
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
Until July, 3, 2023, the Company was engaged in the business of buying and reselling gaming equipment. The Company used to buy machines for its own use that were placed in casinos or gaming areas to obtain monthly revenue streams from the machines’ net win revenue.
Subsequently, as of July 03, 2023, upon successful change in control of the ownership of the Company, the new management team at Bravo Multinational, Inc. (OTC: BRVO) changed the Company’s business plan and is now pursuing business ventures in the entertainment, hospitality, and technology sectors. The Company’s mission is to create long-term value for its shareholders from high-growth business opportunities (See Subsequent Events - Note 10).
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated balance sheet at December 31, 2022, has been derived from audited financial statements and the accompanying unaudited condensed consolidated interim financial statements as of June 30, 2023 and 2022, 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, 2022 (the “2021 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 six months ended June 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.
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.
NOTE 2 – Summary of Significant Accounting Policies
Method of Accounting
The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Cash and Cash Equivalents
Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.
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NOTE 2 – Summary of Significant Accounting Policies – continued
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party fair values of shares or the value of services, whichever is more readily determinable, is used to value the transaction.
Fair Value Measurements
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued liabilities, and notes payable approximate fair value.
We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| - | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
| - | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| - | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short-term nature or effective interest rates. We measure certain financial instruments at fair value on a recurring basis.
Revenue Recognition
The Company implemented ASC 606, Revenue from Contracts with Customers. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
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NOTE 3 – Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 4 – Going Concern
The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations and has net current liabilities and an accumulated deficit. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
While the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement the Company’s business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. During the six months ended June 30,2023 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.
NOTE 5 – Accounts Receivable
Accounts receivable consisted of the following at June 30, 2023 and December 31, 2022:
| June 30, 2023 | December 31,2022 | |||||||
| Accounts Receivable | $ | $ | ||||||
| Less: Allowance for Doubtful Accounts | ( | ) | ( | ) | ||||
| Net Accounts Receivable | $ | $ | ||||||
Due
to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the machine income that was
in accounts receivable on December 31, 2017, in the amount of $
The
Allowance for Doubtful Accounts in the amount of $
NOTE 6 – Notes Receivable – Related Parties
Notes receivable related parties consisted of the following at June 30, 2023 and December 31, 2022:
| June 30, 2023 | December 31,2022 | |||||||
| Investcom – See Note 8 Related Party | $ | $ | ||||||
| Rentcom – See Note 8 Related Party | ||||||||
| Total Notes Receivable | ||||||||
| Less: Allowance for Doubtful Accounts | ( | ) | ( | ) | ||||
| Net Notes Receivable – Related Parties | $ | $ | ||||||
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Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at December 31, 2017.
NOTE 7 – Related Party Transactions
During
the year ended December 31, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the
Company’s former chief executive officer, for a total of $
During
the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director
of the Company, for a total of $
Due
to Related Parties consist of payments of Company expenses by the Company’s one (1) current director, two (2) former directors
and one (1) shareholder. Amounts due were $
The
Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.
Yes International provides all services at no cost except for press release wire services. For each of the three and six months
ended June 30, 2023 and 2022 the Company paid press release wire services in the amount of $
NOTE 8 – Capital Stock
Preferred Stock
On
January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in blank check preferred shares to
from . of these blank check preferred shares have been separately allocated to Series A Preferred leaving
blank check preferred authorized.
Common Stock
On January 16, 2017, the Articles of Incorporation were amended to increase the authorized shares to , consisting of shares of common stock.
Stock Compensation Plan
On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock. The Plan shall expire on March 15, 2028. As of June 30, 2023, previously issued shares totaled from this plan.
NOTE 9 – Commitments and Contingencies
Beginning
in 2018, the Company leases space at Yes International Inc., a related party, at no cost. Rent expense for the each of the three
and six months ended June 30, 2023 and 2022 was $-
NOTE 10 - Subsequent Events
As previously reported on July 03, 2023 a change in control of the Company occurred. As a result of the change in control, the Company has a new management team and they have changed the Company’s business plan. Under the new plan the Company will pursue business ventures in the entertainment, hospitality, and technology sectors. The Company’s new mission is to create long-term value for its shareholders from high-growth business opportunities.
On July 3, 2023, the Company entered into a share exchange agreement with Recombinant Productions Inc., (“RPI”), a Nevada corporation that is engaged in the business of developing and acquiring entertainment content and related technologies that span both traditional and new media distribution platforms. This transaction closed on July 7, 2023. Under the terms of the agreement, RPI shareholders exchanged shares representing approximately 51% of their outstanding common stock to the Company in exchange for shares of the common stock of the Company. RPI is now a majority owned subsidiary of the Company.
On July 20, 2023, Bravo Multinational Incorporated formed a wholly-owned subsidiary, Global Merchandising, Inc., a Nevada Corporation.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our unaudited financial statements and related notes thereto included in Part I, Item 1, above. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading “Risk Factors,” below.
Forward Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
● our future strategic plans
● our future operating results;
● our business prospects;
● our contractual arrangements and relationships with third parties;
● the dependence of our future success on the general economy;
● our possible future financing
● the adequacy of our cash resources and working capital; and
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project or projected”, or similar expressions are intended to identify “forward-looking statements”. Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company’s business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.
Company Overview
We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team. On August 7, 2007, our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, what is the purchase and leasing of gaming equipment. The change of name was to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the Registrant’s name the trading symbol for the shares of the Registrant’s common stock has been changed to “BRVO,” and Registrant’s CUSIP identifier has been changed to 10568F109.
On August 3, 2020, both the Board of Directors of the Company and the consent of the majority of the shareholders agreed in changing the Company’s incorporation from the State of Delaware to the State of Wyoming. On September 29, 2020, the Company filed and mailed an “Information Statement” to all shareholders of the record date, September 25, 2020, notifying shareholders of this approval to change the Company’s state of its incorporation domicile from the State of Delaware to the State of Wyoming through a Reincorporation Merger of Bravo Multinational, Inc. a Delaware Corporation (Bravo Delaware) into its wholly owned Wyoming subsidiary Bravo Multinational, Inc. (Bravo Wyoming).
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On October 09, 2020, The Company moved it state of incorporation from the State of Delaware to the State of Wyoming. After the move to Wyoming, authorized capital of Bravo Multinational Incorporated consists of an unlimited number of shares of Common Stock, par value $0.0001 per share, an unlimited number of shares of Preferred Stock, $0.0001 par value per share and an unlimited number of shares of Series Preferred ‘A’ stock at a par value of $0.0001, which has the same characteristics as described above. The reincorporation did not affect total stockholder equity or total capitalization of the Company.
On April 11, 2023, a director and officer of the Company sold his controlling interest, approximately 67%, in a private transaction. Furthermore, the board of directors agreed with the creditors to eliminate previously accrued board of directors’ fees in the amount of $1,656,167 and amounts due to the two current directors in the amount of $203,602.
On April 12, 2023, the board of directors accepted the resignation of Mr. Merle Ferguson as the Company’s Chairman of the Board, Chief Executive Officer, and President, to be effective on the completion of the seating of a new board of directors (See Subsequent Section).
On May 17, 2023, the Company filed a Schedule 14f, an information statement under the 1934 Act in order to notify shareholders of a change in majority control of the “Company’s Board of Directors other than by a Meeting of Stockholders.”
On June 21, 2023, the Company filed an amended Schedule 14f information statement under the 1934 Act to clarify the “Security Ownership of Certain Beneficial Owners and Management.” Subsequently, all shareholders of the Company of record as of May 19, 2023 received through mail and electronic notification a full copy of the 14f - Change in Majority Control of the Company’s Board of Directors.
Subsequently, as of July 03, 2023, upon successful change in control, the management team at Bravo Multinational, Inc. (OTC: BRVO) is pursuing business ventures in the entertainment, hospitality, and technology sectors. The Company’s mission is to create long-term value for its shareholders from high-growth business opportunities (See Subsequent Section -Part II, Item 5).
On July 20, 2023, Bravo Multinational Incorporated formed a wholly-owned subsidiary, Global Merchandising, Inc., a Nevada Corporation (See Subsequent Section -Part II, Item 5).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 websites, www.bravomultinational.com and www.bravomultinationalinc.com, shall not constitute part of this report.
Current Directors
The following persons as of June 30, 2023 where the Company’s Directors:
| Merle Ferguson (1) | Director |
| Richard Kaiser | Director |
| (1) Please refer to Item 5 - Subsequent Event | |
On April 12, 2023, the board of directors accepted the resignation of Mr. Merle Ferguson as the Company’s Chairman of the Board, Chief Executive Officer, and President, to be effective on the completion of the seating of a new board of directors which subsequently became effective July 03, 2023. Mr. Richard Kaiser remains a Director and Chief Financial Officer.
As part of the transaction described above and previously disclosed in the Company’s information statement on Scheduled 14f the following officers and directors have assumed their offices as set forth below effective July 3, 2023 (See Subsequent Section -Part II, Item 5):
| Name | Position |
| Grant Cramer | Director/Chief Executive Officer |
| Frank J. Hagan, Jr. | Director/President |
| Kayla Slick | Director/Chief Operations Officer |
| Josh Vance | Director |
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Biographies:
GRANT CRAMER - CEO & Director- Grant Cramer is a prominent figure in the entertainment industry with over three decades of experience. He has worked as an actor, writer, director, producer, and production executive. As the founder and president of Landafar Entertainment and Global Pictures Media, he has overseen the development and production of 14 feature films, including End Of Watch, Escape Plan, and 2 Guns. Mr. Cramer’s impressive filmography includes executive producing Lone Survivor, November Man, and Arctic Dogs. He also produced And So It Goes, which was directed by Rob Reiner and starred Michael Douglas and Diane Keaton. His 30-minute short film Say Goodnight, Michael won several awards, including the Grand Jury Award at the New York International Independent Film Festival. Mr. Cramer is currently working on several upcoming projects, including Neponset Circle and On Silver Wings.
FRANK HAGAN - President & Director - Frank Hagan is a seasoned producer with over 30 years of experience in the entertainment industry. His expertise ranges from national and local TV shows to award-winning talk shows and reality programs. With his reputation for producing solid and marketable program ideas, he has worked for various networks, streaming platforms, and even Broadway. In addition to producing, Mr. Hagan has worked in programming and general management, as well as consulting and owning his production company. He has produced shows for major networks and companies, including Discovery, History Channel, and Relativity Media. Most recently, he served as a consulting producer for Electric Entertainment’s ElectricNOW!, the Saturn Awards, and worked as a regular weekly panelist for Outlaw Internet Radio.
KAYLA SLICK - COO & Director - Kayla Slick is a versatile executive with over 15 years of experience in various industries including finance, healthcare, technology, retail, hospitality, and entertainment. She has specialized in operations management, business development, strategic and digital marketing, public relations, pipeline planning, and product development. Mrs. Slick has a proven track record of successfully managing rapid revenue growth environments, co-founding The PRIME Symposium, and significantly increasing revenues and survey participation for INSIDE Public Accounting. In 2016, she joined Interactive Digital Solutions, where she developed the Sales Development Program and was later promoted to Marketing Communications Director for IDS’ flagship product, MedSitter®. Mrs. Slick has consulted and managed multiple organizations through various projects, including post-acquisition integration strategies. She is a member of the American Marketing Association and earned her Bachelor of Science in Financial Counseling & Planning and Organizational Leadership & Supervision, and she is currently pursuing her Master of Science in Communications at Purdue University.
JOSH VANCE - Director - Josh Vance has been in commercial real estate since 1999 and has extensive experience in sales and leasing of various properties. His background in owning, maintaining, and investing in varying business ventures provides him with valuable insights into the industry, ensuring his clients get the best possible results. Mr. Vance’s commitment to education led him to receive a CCIM designation in 2008, and he is currently the CCIM UT Chapter President. With his unique marketing efforts, reliable negotiation skills, and enthusiasm, Mr. Vance consistently places among the top producers in the company, establishing loyal client relationships. He is dedicated to providing his clients with information and options, ensuring that they make informed decisions that meet their individual needs.
RICHARD KAISER - Since 2018, the Company Director, CFO, Corporate Secretary and Corporate Governance Officer. He has served as an officer and Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia Beach, Virginia. In 1993, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College.) From July 1, 2013 to the present, Mr. Kaiser has also served as a director, secretary and interim CFO of BioForce NanoSciences Holdings, a public company, trades under symbol BFNH on OTC Markets and is a Nevada Corporation with its headquarters located in Virginia Beach, Virginia. BioForce NanoSciences Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. Since July 2020, Mr. Kaiser is also on the board of Element Global, Inc., a Wyoming Corporation, and a wholly-owned subsidiary of BioForce NanoSciences Holdings, Inc. In August 2022, Mr. Kaiser became a Director and Chief Financial Officer of Gold Rock Holdings, Inc., located in Virginia Beach, VA. Gold Rock Holdings is a Nevada Corporation which trades under the symbol GRHI on OTC Markets. Gold Rock Holdings, Inc. provides underground construction management services for laying fiber optic and copper cables. In the past, Mr. Kaiser held the position of Investor Relations for Royal Standard Minerals, Inc. and Scorpio Mining, Inc. He was also Head of Corporate Communication and Investor Relations at Air Packaging Technologies, Inc. and Puff Pack Industries, Inc. Mr. Kaiser has 30 years’ experience working with public companies. Mr. Kaiser will retain his role as a Director and Chief Financial Officer of the Company.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – June 30, 2023 and 2022 Statements
Revenues for Company for the three months ended June 30, 2023 and 2022 were $-0- and $-0-. Gaming machine sales of $-0-. Management ceased operations in Nicaragua due to political and economic instabilities.
Cost of sales for the three months ended June 30, 2023 was $-0- and for the three months ended June 30, 2022 was $-0-. The Company had no sales during each of the three months ended June 30, 2023 and 2022.
Gross profit for the three months ended June 30, 2023 was $-0- and for the three months ended June 30, 2022 was $-0-.
Total Operating expenses for three months ended June 30, 2023 was $73,836 compared to $127,054 for the three months ended June 30, 2022. The decrease during the three months ending June 30, 2023 was attributed to decreases in Board of Directors Fees compared to the three months ending June 30, 2022.
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Six Months – June 30, 2023 and 2022 Statements
Revenues for Company for the six months ended June 30, 2023 and 2022 were $-0- and $-0-. Gaming machine sales of $-0-. Management ceased operations in Nicaragua due to political and economic instabilities (See Subsequent Event Section Regarding Business).
Cost of sales for the six months ended June 30, 2023 was $-0- and for the six months ended June 30, 2022 was $-0-. The Company had no sales during each of the six months ended June 30, 2023 and 2022.
Gross profit for the six months ended June 30, 2023 was $-0- and for the six months ended June 30, 2022 was $-0-.
Total Operating expenses for six months ended June 30, 2023 was $217,298 compared to $274,295 for the six months ended June 30, 2022. The decrease during the six months ending June 30, 2023 was attributed to decreases in Board of Directors Fees compared to the three months ending June 30, 2022.
Net Loss:
Net loss for the three months ended June 30, 2023 and 2022 were $73,836 and $127,054, respectively. The decrease during the three months ending June 30, 2023 was due to decreases in Board of Directors Fees compared to the three months ending June 30, 2022.
Net loss for the six months ended June 30, 2023 and 2022 were $217,298 and $274,295, respectively. The decrease during the six months ending June 30, 2023 was due to decreases in Board of Directors Fees compared to the six months ending June 30, 2022.
Liquidity and Capital Resources:
As of June 30, 2023, the Company’s assets totaled $31,860, which consisted of cash of $2,535 and Prepaid Expenses of $29,325. Our total liabilities were $230,716. As of June 30, 2023, the Company had an accumulated deficit of $91,158,018 and a working capital deficit of $198,856.
As indicated herein, we need capital for the implementation of our new 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.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the six months ended June 30, 2023 was $75,937 and for the six months ended June 30, 2022 was $37,122, respectively. The increase in the amount of cash used during the six months ended June 30, 2023 was due to the increases in prepaid operating expenses when compared to the six months ended June 30, 2022.
Cash Flows from Investing Activities
Net cash used in investing activities was $-0- and -0- for the six months ended June 30, 2023 and 2022.
Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2023 was $78,398 and for the six months ended June 30, 2022 was $37,062. The increase amount was attributed to the increases in 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.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Accounting Principals
Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
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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, 2022 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of June 30, 2023.
Evaluation of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
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 June 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
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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 June 30, 2023:
| - | The Company has inadequate segregation of duties within its cash disbursement control design. |
| - | During the period ended June 30, 2023 the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. |
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of the control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the reporting period ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At this time, there are no materials pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On July 7, 2023 the Company issued 8,500,000 shares of its common stock in a share exchange with the shareholders of Recombinant Productions, Inc. (“RPI”) the shares were issued in a private placement pursuant to Section 4(2) of the Securities Act and were not registered with the commission. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Subsequent Events
On July 07, 2023, the Company filed a Form 8-K, announcing that on July 03, 2023, the following individuals became officers and directors of the Company.
| Name | Age | Position |
| Grant Cramer | 61 | Director/Chief Executive Officer |
| Frank J. Hagan, Jr. | 69 | Director/President |
| Richard Kaiser | 59 | Director/Chief Financial Officer |
| Kayla Slick | 35 | Director/Chief Operations Officer |
| Josh Vance | 58 | Director |
As previously disclosed in the Company’s information statement on 14f the above officers and directors have assumed their offices effective July 3, 2023.
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Company’s Business
As of July 03, 2023, upon the sucessful change in control as mentioned above, the management team at Bravo Multinational, Inc. (OTC: BRVO) is pursuing business ventures in the entertainment, hospitality, and technology sectors. The company’s mission is to create long-term value for its shareholders from high-growth business opportunities.
Material Definitive Agreement
On July 07, 2023, the Company filed a Form 8-K announcing that on July 03, 2023, Bravo Multinational, Inc. (“BRAVO”), a corporation formed under the laws of the State of Wyoming, entered into a Share Exchange Agreement (“the Agreement”) with Recombinant Productions Inc. (“RPI”), a corporation formed under the laws of the State of Nevada. Under the terms of the Agreement, the RPI shareholders will exchange shares representing approximately 51% of the outstanding shares of RPI common stock to BRAVO in exchange for 8,500,000 shares of BRAVO common stock. This will represent approximate ownership interest by BRAVO in RPI of approximately 51%, and following the close of this transaction, the RPI shareholders will own approximately 19.99% of the outstanding shares of common stock of BRAVO. After the completion of the transaction, RPI will be a majority owned subsidiary of BRAVO and the combined entity will report consolidated financial statements. The Agreement contains provisions that are typical for this type of transaction. Under the terms of the Agreement, the transaction will close within five business days after certain conditions have been satisfied, including the condition that the consent of any applicable governmental entity, such as the SEC, OTC Markets or FINRA is obtained.
Recombinant Productions, Inc. (‘RPI’) is a Nevada corporation that is engaged in the business of developing and acquiring entertainment content and related technologies that span both traditional and new media distribution platforms. The initial slate of projects that is intended to be developed by Bravo and RPI will focus on documentary film and live event projects that have both initial release and long-term catalog opportunities, as well as in-person experiential and merchandising tie-ins.
On July 13, 2023, The Company filed a Form 8-K that Bravo Multinational, Inc. closed on the above transaction per terms outlined in the Stock Purchase Agreement previously filed on Form 8-K, July 07, 2023
Wholly-owned Subsidiary
On July 20, 2023, Bravo Multinational Incorporated formed a wholly-owned subsidiary, Global Merchandising, Inc., a Nevada corporation.
ITEM 6. EXHIBITS
+filed herewith
*previously filed
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: July 28, 2023 | By: /s/ Grant Cramer Grant Cramer Chief Executive Officer |
By: /s/Richard Kaiser Richard Kaiser Chief Financial Officer | |
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