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Quarter Report: 2017 September (Form 10-Q)
Bravo Multinational Inc. - Quarter Report: 2017 September (Form 10-Q)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
Commission File No. 000-33053
_____________________________________
BRAVO MULTINATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
| 26-1266967
(I.R.S. Employer Identification Number)
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590 York Road, Unit 3, Niagara On The Lake, Ontario, Canada L0S 1J0
(Address of principal executive offices)
(716) 803-0621
(registrants telephone number, including area code)
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. 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 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 [ ]
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]
Total
shares outstanding common shares as of November 20, 2017 are 5,046,342 with 118
security holders.
1
TABLE
OF CONTENTS
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PART I
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Item 1.
| Condensed Financial Statements
| 3
|
| Unaudited
Consolidated Balance Sheets at September 30, 2017 (Unaudited) and December
31, 2016 (Audited)
| 4
|
| Unaudited
Consolidated Statements of Operations for the Three Months and Nine Months
Ended September 30, 2017 and 2016 (Unaudited)
| 5
|
| Unaudited
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)
| 6
|
| Notes to Financial Statements
| 7
|
Item 2.
| Managements Discussion and Analysis of Financial Condition and Results of Operations
| 15
|
Item 3.
| Quantitative and Qualitative Disclosures About Market Risk
| 23
|
Item 4.
| Controls and Procedures
| 24
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Item 4(T).
| Controls and Procedures
| 25
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PART II
|
|
|
Item 1.
| Legal Proceedings
| 25
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Item 1A.
| Risk Factors
| 26
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Item 2.
| Unregistered Sales of Equity Securities and Use of Proceeds
| 26
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Item 3.
| Defaults Upon Senior Securities
| 27
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Item 4.
| Mining Safety Disclosures
| 27
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Item 5.
| Other Information
| 27
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| | |
Item 6.
| Exhibits
| 28
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| Signatures
| 28
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2
PART I FINANCIAL INFORMATION
Item 1.- Financial Statements.
BRAVO MULTINATIONAL INCORPORATED
|
FINANCIAL REPORTS
|
AT
|
September 30, 2017
|
| |
BRAVO
MULTINATIONAL INCORPORATED
|
|
Table
of Contents
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PAGE |
|
|
Consolidated Balance Sheets at September 30, 2017
(Unaudited) and December 31, 2016 (Audited) |
4 |
|
Unaudited
Consolidated Statements of Operations for the Three and Nine Months
Ended September 30
and 2016 - Unaudited
| 5
|
|
|
Unaudited Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2017 and 2016 - Unaudited
| 6
|
|
|
Notes
to Consolidated Financial Statements
| 7
|
3
Bravo
Multinational Incorporated |
|
CONSOLIDATED
BALANCE SHEETS |
| | | |
| Unaudited
| | Audited
|
| September 30,
| | December 31,
|
| 2017
|
| 2016
|
| | | |
ASSETS
| | | |
Current Assets
| | | |
Cash and Cash Equivalents
| $ 3,426
| | $
|
Accounts Receivable - Related Party
| 42,312
| |
|
Inventory
| 9,000
| | 198,000
|
Note Receivable
| 2,725
| |
|
Notes Receivable - Related Party
| 418,000
| |
|
Prepaid Expenses
| 36,565
|
| 5,452
|
| | | |
Total Current Assets
| 512,028
| | 203,452
|
| | | |
Property and Equipment - Net of Accumulated Depreciation
| 3,515,137
|
| 637
|
| | | |
Total Assets
| $ 4,027,165
|
| $ 204,089
|
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY
| | | |
| | | |
Current Liabilities
| | | |
Bank Overdraft
| $
| | $ 1,638
|
Accounts Payable and Accrued Expenses
| 147,753
| | 111,395
|
Customer Deposits
| 35,800
| | 35,800
|
Inventory Loan Payable - Related Party
| 4,500
| | 99,000
|
Gaming Machines Loan Payable - Related Party
| 1,748,700
| |
|
Notes Payable
| 9,490
| | 15,074
|
Notes Payable - Related Party, Current
| 20,246
| | 501,970
|
Accrued Compensation
| 9,500
| | 560,000
|
Accrued Interest
| 131,216
| | 41,409
|
Directors Loans
| 948,086
|
| 1,376,480
|
| | | |
Total Current Liabilities
| 3,055,291
| | 2,742,766
|
| | | |
Notes Payable - Related Party, Net of Current
| 462,886
|
| 167,324
|
| | | |
Total Liabilities
| 3,518,178
|
| 2,910,090
|
| | | |
Stockholders' Equity
| | | |
Common Stock - $.0001 Par; 1,000,000,000 Shares Authorized,
| | | |
5,046,342 and 858,536 Issued and Outstanding, Respectively
| 504
| | 85
|
Preferred Stock: 50,000,000 Shares Authorized,
| | | |
-0- and 5,000,000 Issued and Outstanding, Respectively
|
| | 500
|
Additional Paid-In-Capital
| 27,066,371
| | 23,466,691
|
Accumulated Deficit
| (26,557,888)
|
| (26,173,277)
|
| | | |
Total Stockholders' Equity
| 508,987
|
| (2,706,001)
|
| | | |
Total Liabilities and Stockholders' Equity
| $ 4,027,165
|
| $ 204,089
|
| | | |
The
accompanying notes are an integral part of these financial statements
4
Bravo
Multinational Incorporated |
|
CONSOLIDATED
STATEMENTS OF OPERATIONS - Unaudited |
| | | | | | | |
| | Three Months Ended September 30,
| Nine Months Ended September 30,
|
|
| 2017
|
| 2016
| 2017
|
| 2016
|
| | | | | | | |
Revenue
| | | | | | | |
Sale of Equipment
| | $ 416,000
| | $
| $ 1,667,500
| | $ 49,346
|
Machine Income
|
| 148,478
|
|
| 148,478
|
|
|
| | | | | | | |
Total Revenue
| | 564,478
| |
| 1,815,978
| | 49,346
|
| | | | | | | |
Cost of Sales
|
| 307,313
|
|
| 1,126,313
|
| 31,500
|
| | | | | | | |
Gross Profit
|
| 257,165
|
|
| 689,665
|
| 17,846
|
| | | | | | | |
Expenses
| | | | | | | |
Commissions
| | 47,500
| |
| 187,150
| | 6,650
|
General and Administrative
| | 304,257
| | 365,265
| 745,316
| | 1,664,968
|
Marketing
|
| 1,250
|
| 10,000
| 32,833
|
| 10,000
|
| | | | | | | |
Total Expenses
|
| 353,007
|
| 375,265
| 965,299
|
| 1,681,618
|
| | | | | | | |
Loss from Operations
| | (95,842)
| | (375,265)
| (275,634)
| | (1,663,772)
|
| | | | | | | |
Interest Expense
|
| 35,857
|
| 16,566
| 108,977
|
| 18,283
|
| | | | | | | |
Net Loss for the Period
|
| $ (131,699)
|
| $ (391,831)
| $ (384,611)
|
| $ (1,682,055)
|
| | | | | | | |
Weighted Average Number of Common Shares -
| | | | | | | |
Basic and Diluted
| | 3,432,531
| | 1,238,434
| 1,935,487
| | 1,049,222
|
| | | | | | | |
Net Loss Per Common Shares -
| | | | | | | |
Basic and Diluted
|
| $ (0.04)
|
| $ (0.32)
| $ (0.20)
|
| $ (1.60)
|
| | | | | | | |
The
accompanying notes are an integral part of these financial statements
5
Bravo
Multinational Incorporated |
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS - Unaudited |
| | | | |
| | | | |
For the Nine Months Ended September 30,
|
| 2017
|
| 2016
|
| | | | |
Cash Flows from Operating Activities
| | | | |
| | | | |
Net Loss for the Period
| | $ (384,611)
| | $ (1,682,055)
|
| | | | |
Non-Cash Adjustments:
| | | | |
Depreciation
| | 103,500
| |
|
Common Stock Issued in Exchange for Services
| | 25,000
| | 406,961
|
Common Stock Issued for Debt Conversion
| |
| | 298,628
|
Common Stock Issued for Compensation
| |
| | 539,019
|
Preferred Stock Issued for Compensation
| |
| | 200,000
|
Common Stock Issued for Inventory Purchase
| | 450,000
| | 337,500
|
Common Stock Issued for Debt Interest
| | 9,848
| | 12,844
|
Changes in Assets and Liabilities:
| | | | |
Accounts Receivable - Related Party
| | (42,312)
| |
|
Prepaid Expenses
| | 3,887
| | 72,217
|
Inventory
| | 189,000
| | (643,500)
|
Note Receivable
| | (2,725)
| |
|
Notes Receivable - Related Party
| | (418,000)
| |
|
Accounts Payable and Accrued Expenses
| | 36,358
| | 166,781
|
Deposit on Sales
| |
| | 47,200
|
Accrued Compensation
| | 351,000
| | 18,000
|
Accrued Interest
|
| 89,807
|
|
|
| | | | |
Net Cash Flows Provide by (Used In) Operating Activities
|
| 410,752
|
| (226,405)
|
| | | | |
Cash Flows from Investing Activities
| | | | |
Acquisition of Fixed Assets
|
|
|
| (708)
|
| | | | |
Net Cash Flows Provided by (Used In) Investing Activities
|
|
|
| (708)
|
| | | | |
Cash Flows from Financing Activities
| | | | |
Deposit on Sale of Shares
| |
| | 50,000
|
Cash Proceeds from Notes Payable
| | 38,400
| |
|
Payment of Notes Payable
| | (11,141)
| | (9,998)
|
Bank Overdraft
| | (1,638)
| |
|
Repayment of Notes Payable Related Parties
| | (14,753)
| | 807
|
Cash Proceeds Received Notes Payable Related Parties
| | 40,000
| |
|
Inventory Loan Payable - Related Party, Net
| | (94,500)
| | 321,750
|
Gaming Loan Payable - Related Party, Net
| | (60,300)
| |
|
Cash Proceeds from Director's Loans
| | 54,607
| | 171,183
|
Repayment of Director's Loans
|
| (358,001)
|
| (302,533)
|
| | | | |
Net Cash Flows Provided by Financing Activities
|
| (407,326)
|
| 231,209
|
| | | | |
Net Change in Cash and Cash Equivalents
| | 3,426
| | 4,096
|
Cash and Cash Equivalents - Beginning of Period
|
|
|
| 2,563
|
| | | | |
Cash and Cash Equivalents - End of Period
|
| $ 3,426
|
| $ 6,659
|
| | | | |
| | | | |
Cash Paid During the Period for:
| | | | |
Interest
| | $
| | $
|
Income Taxes
|
| $
|
| $
|
| | | | |
Supplemental Disclosures of Non Cash Activities:
| | | | |
Stock Cancellation in Exchange for Note Payable
| | $ 5,555
| | $
|
Common Stock Issued for Fixed Asset Purchase
| | $ 1,809,000
| | $
|
| | | | |
The
accompanying notes are an integral part of these financial statements
6
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 Companys 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 companys 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 companys name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the companys common stock should be changed to BRVO, and the companys CUSIP identifier be changed to a newly issued number. FINRA granted its approval of the change of the companys name on April 6, 2016. As a result of the change of name of the company, the companys trading symbol was changed to BRVO and the CUSIP identifier was changed to 10568F109.
The Company filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.
The Company owns land and lease claims on War Eagle Mountain in the state of Idaho. The Company has 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 is finances. The company has now determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the company is not recoverable. The carrying value on such claims both patented and unpatented were fully impaired due to lack of economic viabilities of such properties.
7
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 Organization & Description of Business - continued
On May 4th, 2016 the company entered into an agreement to purchase 500 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, a company owned by our consultant and major shareholder, Julios Kosta. On May 6th, 2016 the transaction closed and an initial purchase of 150 gaming machines was completed, with the balance of machines to be purchased over approximately 18 months, prior to December 31, 2017. This initial purchase was paid for with the issuance of 12,500,000 common restricted shares (pre reverse split) valued at $337,500 of the registrant and an open loan held by the seller in the amount of $337,500 at an annual rate of 3.5%. Through the year ended December 31, 2016, the company contracted GameTouch LLC, a company owned by our consultant and major shareholder, Julios Kosta to re-sell this equipment. For each gaming machine that GameTouch sells they will receive a commission of $950.
During the three months ended September 30, 2017, the Company purchased 300 gaming machines with the intention of placing these machines in casinos where they will be producing a revenue stream monthly based on net wins of the each machine.
NOTE 2 Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Bravo Multinational Incorporated, and its wholly owned subsidiary, Universal Entertainment SAS, Ltd., (the Company). All significant inter-company balances have been eliminated in consolidation.
Method of Accounting
The Companys 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 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.
Inventory
The Company calculates inventory utilizing the first-in, first-out method (FIFO) valued at lower of cost or market. For the gaming machines, if the estimated net realizable value is the estimated selling price in the ordinary course of business, and is lower than its cost, the inventory item is written down to its estimated net realizable value. Provisions for inventory write-downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or scrapped. Inventory consists of gaming machines which all have the same cost. At September 30, 2017 there were 2 gaming machines valued at $9,000. At December 31, 2016 there were 44 gaming machines in inventory valued at $198,000.
8
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 Summary of Significant Accounting Policies - continued
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.
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.
Fair Value of Financial Instruments
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 given their short term nature or effective interest rates.
Revenue Recognition
The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Gaming machine revenue is the net win from gaming machines which is the difference between gaming wins and losses. Revenue is recognized at month end when the gaming win/loss is calculated. This revenue is reported as machine income in the accompanying financial statements at September 30, 2017.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) years. Equipment used to generate revenues are depreciated on the straight-line method over seven (7) years. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred.
9
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 Summary of Significant Accounting Policies - continued
Restatement
Due to the restatement of items in the year ended December 31, 2015, certain items have been restated in the nine months ended September 30, 2017. Those items include the elimination of depreciation in the amount of $67,722. Therefore net loss for the nine months ended September 30, 2016 has decreased by $67,722 from $1,749,777 to $1,682,055.
Due to the restatement of items in the year ended December 31, 2015, certain items have been restated in the three months ended September 30, 2017. Those items include the elimination of depreciation in the amount of $22,575, a decrease in professional fees of $4,000 and an decrease in stock compensation expense in the amount of $199,800. Therefore net loss for the three months ended September 30, 2016 has decreased by $226,375 from $618,206 to $391,831.
Impairment of Long-Lived Assets
Management evaluates the Companys long-lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisers, as considered necessary.
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported interim consolidated financial statements.
10
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 Recently Issued Accounting Standards
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 Companys 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 of at September 30, 2017.
The Company has begun to generate income from its sales of inventory of gaming equipment and anticipates that this income may sufficiently support the ongoing operating expenses of the Company going forward.
While the Company is attempting to continue operations and generate revenues, the Companys cash position may not be significant enough to support the Companys 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 Companys 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 Companys ability to further implement its business plan and generate revenues.
NOTE 5 Property and Equipment
Property and equipment consisted of the following at September 30, 2017 and December 31, 2016:
| | |
| September 30,
| December 31,
|
| 2017
| 2016
|
| | |
| | |
Furniture and Equipment
| $ 708
| $ 708
|
Gaming Equipment
| 3,618,000
|
|
Total
| 3,618,708
| 708
|
Less: Accumulated Depreciation
| (103,571)
| (71)
|
| | |
Net Property, Plant and Equipment
| $ 3,515,137
| $ 637
|
For the nine months ended September 30, 2017 and 2016 depreciation expense was $103,500 and $-0- respectively.
For the three months ended September 30, 2017 and 2016 depreciation expense was $103,387 and $-0-, respectively.
11
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 Related Party Transactions
During the three and nine months ended September 30, 2017, firty (50) and one hundred ten (110) gaming machines were sold respectively, to a company controlled by Mr. Paul Parliament the companys chief executive officer, a related party for a total of $350,000 and $770,000, respectively for the periods then ended. For the three and nine months ended September 30, 2017 the above mentioned sales were financed by a notes receivable in the amount of $190,000 and $342,000, respectively. The notes receivable accrue interest at 8% and mature in December 2017. For the three and nine months ended September 30, 2017 the above mentioned sales were financed by reducing Mr. Parliaments note payable to the company in the amount of $-0- and $76,000, respectively.
During the three and nine months ended September 30, 2017 the company sold 10 and 20 gaming machines respectively, to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $66,000 and $133,500, respectively for the periods then ended.
During the nine months ended September 30, 2017, seventy-five (75) gaming machines were sold, to a company controlled by Mr. Doug Brooks, a director of the company, a related party for a total of $525,000. During the nine months ended September 30, 2017 the sales reduced the note payable to Mr. Brooks in the amount of $209,000 and a note receivable was established in the amount of $76,000 accruing interest at 8%, maturing in December 2017.
During the three and nine months ended September 30, 2017, GameTouch LLC, a related party, sold equipment and collected the receipts of those sales on behalf of the company in the amount of $350,000 and $1,379,000 respectively, including those sales to related parties listed above. GameTouch LLC also received from the company commissions in the amount of $47,500 and $187,150 for the three and nine months ended September 30, 2017, respectively, related to the sales.
During the nine months ended September 30, 2017 the company purchased 200 gaming machines for resale from Centro de Entretenimiento y Diversion Mombacho S.A., a related party for $900,000 which is to be paid 50% in cash as a note payable and 50% as common stock. 441,176 and 321,429 shares of common stock were issued in April and May 2017 respectively, to pay the $450,000 due in connection with the agreement.
During the three and nine months ended September 30, 2016, GameTouch LLC, a related party, sold equipment and collected the receipts of those sales on behalf of the company in the amount of $-0- and $49,000, respectively. GameTouch LLC also received from the company commissions in the amount of $-0- and $6,650, respectively, for the three and nine months ended September 30, 2016 related to the sales.
During the nine months ended September 30, 2016 the company purchased 150 gaming machines for resale from Centro de Entretenimiento y Diversion Mombacho S.A., a related party for $675,000 which is to be paid 50% in cash as a note payable and 50% as common stock. 41,666 shares of common stock were issued during the nine months ended September 30, 2016 to pay the $337,500 due in connection with the agreement.
Directors Loans consist of four (4) loans from directors at September 30, 2017 and December 31, 2016. The loans accrue interest at 8% and mature in October 2018. Directors Loans were $948,086 and $1,376,480 at September 30, 2017 and December 31, 2016, respectively. Interest Expense for the nine months ended September 30, 2017 and 2016 was $108,977 and $18,283, respectively. Interest Expense for the three months ended September 30, 2017 and 2016 was $35,857 and $16,566, respectively.
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BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 Related Party Transactions - continued
Notes payable - related party consists of amounts due to Julios Kosta and Martin Wolfe, both major stockholders of the company. Mr. Kostas loan accrues interest at 8% and matures in October 2018. Note payable to Julios Kosta was $462,886 and $457,886 at September 30, 2017 and December 31, 2016, respectively. Mr. Wolfes loans both accrue interest at 8% and mature in October and May 2018, respectively. Notes payable to Martin Wolfe were $20,247 at September 30, 2017 and $211,408 at December 31, 2016.
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 the nine months ended September 30, 2017 and 2016 the Company prepaid some upcoming expenses in the amount of $587 and $-0-, respectively, which are included in prepaid expenses at September 30, 2017. For the three months ended September 30, 2017 and 2016, the Company prepaid some upcoming expenses in the amount of $587 and $-0-, respectively, which are included in prepaid expenses at September 30, 2017.
NOTE 7 Notes Payable
Notes Payable consists of the following unsecured notes:
| | |
| | |
| September 30,
| December 31,
|
| 2017
| 2016
|
| | |
Al Yee Accrues 7% Interest, Matures January 2017
| $ 5,000
| $ 5,000
|
Michael Walkil Non Interest Bearing, Due on Demand
| 4,490
| 4,490
|
Gabe Lupia Non Interest Bearing, Due on Demand
|
| 5,000
|
Jack Frydman
|
| 584
|
| | |
Total Notes Payable
| $ 9,490
| $ 15,074
|
NOTE 8 Inventory Loan Payable Related Party
Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party. Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete. Amount due at September 30, 2017 and December 31, 2016 was $4,500 and $99,000, respectively.
NOTE 9 Gaming Machines Loan Payable Related Party
Gaming machines loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party. Payment of $60,300 per month is due for thirty (30) months starting September 15, 2017. Amount due at September 30, 2017 and December 31, 2016 was $1,748,700 and $-0-, respectively.
NOTE 10 Capital Stock
Preferred Stock
On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in preferred shares to 50,000,000 from 5,000,000. Preferred stock can be converted into 10 shares of common stock and have voting rights equal to 100 shares of common stock.
During the nine months ended September 30, 2017 all the preferred stock outstanding was returned by their respective shareholders. No compensation was given for the stock that was returned.
13
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 Capital Stock - continued
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 and 50,000,000 shaer of preferred stock.
Reverse Stock Split
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.
NOTE 11 Commitments
The Company leases office space in Niagara On the Lake, Ontario, Canada from a Canadian company owned by Paul Parliament, a related party. The original lease was from April 2015 through May 2017 at a rate of $1,884 per month. The lease has been extended through December 2017 at a reduced rate of $942. Rent expense for the three months ended September 30, 2017 and 2016 was $2,826 and $5,642, respectively. Rent expense for the six months ended June 30, 2017 and 2016 was $9,420 and $16,956, respectively.
NOTE 12 - Subsequent Events
During September and October 2017 severe weather, hurricanes, rain and flooding occurred in Nicaragua where the company has its gaming machines operating in casinos. Lower tourism and local traffic due to these uncontrollable weather issues may have an effect on the companys machine revenues in the fourth (4th) quarter of 2017. No equipment was damaged during these storms. Management cannot measure the extent these weather occurances affected the local economy which may have a direct effect on the gaming industry in Nicaragua.
14
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT ON FORM 10-Q.
The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are included in this Report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Report.
Unless
the context otherwise suggests, we, our, us, and
similar terms, as well as references to Goldland Holdings, all
refer to Bravo Multinational Incorporated and its subsidiaries as of the date
of this rep
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 the 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.
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.
The Company owns 300 gaming machines which are to become operational in numerous locations throughout Nicaragua. Management employed the services of Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, to manage the daily operations of the machines, and pays Centro de Entretenimiento y Diversion Mombacho S.A. a 25% managment fee per machine based on the net win of gaming revenues per machine.
Former Business
Over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we have been engaged in various businesses, including the leasing of mining claims. On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from Bisell Investments Inc. and New Vision Financial Ltd., two of our then major stockholders, for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.167% interest in 76.63 acres, respectively. We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management (the BLM), each of which covered approximately 20 acres, or approximately 100 acres in total.
We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest. We allowed all of our BLM unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future.
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 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.
13
Current Business
We are currently engaged in the business of leasing and selling gaming equipment. On September 19, 2013, Universal Equipment SAS, Inc., our wholly-owned subsidiary, entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post reverse-split on March 6, 2014). The closing occurred on March 6, 2014. The gaming equipment includes approximately 67 video poker and slot machines; eight blackjack and miscellaneous game tables, and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment, and miscellaneous office equipment, like chairs and tables. After reverse stock split became effective as of the close of business on January 16, 2017, the share count on this transaction became 58,169 common stock.
Upon closing of the acquisition of the gaming equipment, through our wholly owned subsidiary Universal Entertainment SAS, Inc. on March 6, 2014, we leased the gaming equipment to Vomblom & Pomare S.A., a company formed under the laws of the Country of Colombia, and controlled by Claudia Cifuentes Robles, pursuant to a lease agreement which provided for lease payments of $700,000 per year, payable in the amount of $58,333 per month, with a term of five years with one five year renewal option. The gaming equipment was to be used primarily in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia. However, some of the gaming equipment, such as video poker and slot machines, could have been placed in retail locations under agreements with the retail merchants to divide winnings from the machines.
The above referred to lease agreement was cancelled by Universal Equipment SAS, Inc., on June 18, 2015, due to non-payment of the lease payments. We are now assessing new opportunities for the leasing of the gaming equipment. The company intends to re-lease the equipment in a new agreement.
On May 6, 2016 the company closed an agreement to purchase 500 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation. The company then initiated a program to offer for retail sale individual gaming machines. The company has engaged GameTouch LLC to oversee the promotion and sale of this equipment.
On August 16, 2017 the Company completed an asset purchase for 300 slot and video poker machines, providing an immediate new revenue stream for Bravo. The contract is valued at $3,618,000, with the Company anticipating an approximate 30% annual return on these assets in Latin America, based on historical income data in similar locations. These 300 gaming machines are to become operational in numerous locations throughout Nicaragua. Management employed the services of Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, to manage the daily operations of the machines, and pays Centro de Entretenimiento y Diversion Mombacho S.A. a 25% managment fee per machine based on the net win of gaming revenues per machine.
On August 18, 2017, the Company upgraded its shares to the QB trading platform on OTCMARKETS.COM (OTCQB.BRVO). The OTCQB trading platform allows the Company to obtain greater market exposure as it initiates its next steps and advances the growth of the business.
Risk Factors
Risk
Factors Related to Our Gaming Equipment Operations. We are affected
by the risks faced by foreign casino owners who we expect will be our future
customers. Our
prospective gaming machine customers are engaged in economically sensitive
and competitive businesses. As a result, we will be indirectly affected
by all the risks facing foreign casino owners, which are beyond our control. Our
results of operations will depend, in part, on the financial strength of our
customers and our customers' ability to compete effectively in the marketplace
and manage their risks. Many of these risks are discussed below.
Reductions in Consumer and Corporate Spending. Consumer demand for hotel/casino resorts, trade shows and conventions, and for luxury amenities is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as perceived or actual general economic conditions; any further weaknesses in the job or housing market; additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism. These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities of our customers, thus imposing additional limits on pricing and harming our operations.
Regulations Affecting Casinos. Casinos are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may have an adverse affect on their business, financial condition, results of operations or cash flows. Casinos are required to obtain and maintain licenses from the jurisdictions in which they operate, and are subject to extensive background investigations and suitability standards. In some cases, a casino license may be subject to revocation at any time by government officials. There can be no assurance that our prospective casino customers will be able to obtain new licenses or renew any of their existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked. The loss, denial or non-renewal of any of their licenses could have a material adverse effect on their and our business, financial condition, results of operations or cash flows.
Casinos are Subject to Anti-Money Laundering Laws. Our prospective casino customers will deal with significant amounts of cash in their operations and will be subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of the properties, employees, or customers of our prospective casino customers could have a material adverse effect on their financial condition, results of operations or cash flows.
16
Travel
Concerns. Casinos are sensitive to the willingness of customers
to travel. Only a small amount of our potential casino customers' business
will be generated by local residents. Most of their customers travel
to reach their properties. Acts
of terrorism may severely disrupt domestic and international travel, which
would result in a decrease in customer visits to our potential customers' properties. Regional
conflicts could have a similar effect on domestic and international travel. We
cannot predict the extent to which disruptions in air or other forms of travel
as a result of any further terrorist act, outbreak of hostilities or escalation
of war would have on our potential casino customers' financial condition, results
of operations or cash flows.
Win Rates. Win rates for casinos gaming operations depend on a variety of factors, some beyond their control. Consequently, the winnings of a casino's gaming customers could exceed the casino's winnings. The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including the players' skill and experience, the mix of games played, the financial resources of the players, the spread of table limits, the volume of bets placed and the amount of time played. Our potential casino customers' gaming profits are expected to mainly derive from the difference between their casino winnings and the casino winnings of their gaming customers. Since there is an inherent element of chance in the gaming industry, our potential casino customers will not have full control over their winnings or the winnings of their gaming customers. If the winnings of their gaming customers exceed their winnings, they may record a loss from gaming operations, which could have a material adverse effect on their (and our) business, financial condition, results of operations and cash flows.
Fraud and Cheating Issues. Casinos face the risk of fraud and cheating. Our potential casino customers' will most likely face attempts by some of their customers to commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with a casino's employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses to our potential casino customers gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our potential casino customers' reputations, likely causing a material adverse effect on their (and our) business, financial condition, results of operations and cash flows.
Limited Markets. Because we expect to be dependent primarily upon gaming operations in two markets, Central and South America, Nicaragua,and where we expect to commence operations in Columbia., for all of our cash flow, we will be subject to greater risks than competitors with more casino customers or which operate in more markets. We currently own casino equipment in operations in Nicaragua. As a result, we do have current cash flow from operations in Nicaragua.
Given that our operations are currently in Nicaragua, and we expect to commence operations in Columbia, we will be subject to greater degrees of risk than competitors with more operating properties or that operate in more markets. The risks to which we will have a greater degree of exposure will include the following:
· Local
economic and competitive conditions;
· Inaccessibility due to inclement weather, road construction or closure of primary access routes;
· Decline in air passenger traffic due to higher ticket costs or fears concerning air travel;
· Changes in local and state governmental laws and regulations, including gaming laws and regulations;
· Natural or man-made disasters, or outbreaks of infectious diseases;
· A decline in the number of visitors to current operations in Nicaragua and where we expect to commence operations in Columbia.
17
Tax Laws and Regulations. Changes in tax laws and regulations could impact our financial condition and results of operations. We will be subject to taxation and regulation by various governmental agencies, primarily in Nicaragua and eventually in Columbia, and other Central and South American countries, and the United States (federal, state and local levels). From time to time, U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation. In particular, governmental agencies may make changes that could reduce the profits that we can effectively realize from our non-U.S. operations. Like most U.S. companies, our effective income tax rate will reflect the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates. If changes in tax laws and regulations were to significantly increase the tax rates on non-U.S. income, these changes could increase our income tax expense and liability, and therefore, could have an adverse effect on our effective income tax rate, financial condition and results of operations.
Financial Markets Financing Concerns. Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing. To expand our casino equipment leasing business, we will need to finance the purchase of new casino equipment. We currently do not have any arrangements to obtain debt or equity capital to finance new equipment purchases, and if we do not obtain such capital we may be unable to expand our anticipated operations. Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets worldwide. Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to refinance existing debt. The effect of these disruptions was widespread and difficult to quantify. While economic conditions have recently improved, that trend may not continue and the extent of the current economic improvement is unknown. Any future disruptions in the commercial credit markets may impact liquidity in the global credit market as greatly, or even more, than in recent years.
Our business
and financing plan may be dependent upon completion of future financing's. If the credit environment worsens, it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our planned projects, and as a consequence, our results of operations and business plans. Should
general economic conditions not improve, if we are unable to obtain sufficient
funding or applicable government approvals such that completion of planned
projects is not probable, or should management decide to abandon certain projects,
all or a portion of our investment to date in our planned projects could be
lost and would result in an impairment charge.
Currency Risks. Our potential casino customers will be subject to currency risks. Our gaming equipment lease provides for lease payments in U.S. dollars, while our lessees will conduct business in the currency of the country where the lessee is located. Accordingly, our lessees' ability to make lease payments will be subject to our lessees' ability to convert the foreign currency into U.S. dollars. As a result, our lessee's ability to make lease payments will be subject to fluctuations in the exchange rate of the applicable foreign currency against the U.S. dollar, as well as local laws and regulations which may limit or impair a foreign person or entity's ability to convert the subject foreign currency to U.S. dollars.
Our Legal Rights and Remedies are Uncertain in the Event of a Default by a Lessee. In the event we are required to take any legal action under a lease of our casino equipment, such as to repossess our equipment, we would be required to do so in the courts, and under the laws, of the country where the equipment is located. The legal systems of foreign countries may not allow for the repossession of equipment as quickly and as cost-effectively as in the U.S., with the result that we may face greater delays and expenses in exercising any rights under our leases. Consequently, losses due to a default by a lessee may be greater than otherwise would be the case.
Conflict of Interest. Paul Parliament, our chairman, president, chief executive officer, and director, and Douglas Brooks, our vice president and director have an indirect conflict of interest inasmuch as they have a private business relationship with GameTouch, LLC., a company controlled by one of our consultants and current major stockholder, Julios Kosta, from whom Mr. Parliament and Mr. Brooks purchased gaming equipment.
Competition
To the extent we expand our casino equipment ownership we will face competition from casino equipment suppliers, leasing affiliates of casino equipment suppliers, and independent leasing companies. Most of our potential competitors have far greater resources than we have and have far greater experience in the casino industry than we possess.
Markets and Major Customers
While all casinos need casino equipment, we define our market as casinos in Central and South America, which we believe is an underserved market.
18
Regulations
The gaming industry is subject to extensive governmental regulation by federal, state and local governments, as well as tribal officials or organizations and foreign governments. While the regulatory requirements vary by jurisdiction, most require:
· Licenses and/or permits;
· Findings of suitability for the operator, as well as individual officers, directors, major shareholders, and key employees;
· Documentation of qualifications, including evidence of financial stability; and
· Other required approvals for manufacturers or distributors of gaming equipment and services, including but not limited to new product approvals.
Gaming laws and regulations serve to protect the public and ensure that gaming related activity is conducted honestly, competitively, and free of corruption. Regulatory oversight additionally ensures that the local authorities receive the appropriate amount of gaming tax revenues.
Certain regulators not only govern the activities within their jurisdiction, but also monitor activities in other jurisdictions to ensure that the operator complies with local standards on a worldwide basis. For example, the State of Nevada requires that its licensees maintain Nevada standards for all operations worldwide. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. We will require that our potential lessees maintain any required licenses to use our equipment in their facilities.
Since we do not manufacture gaming equipment, we are not subject to license requirements applicable to gaming equipment manufacturers.
Patents and Intellectual Property
We do not have any patents or trademarks.
Key Personnel
Our future financial success depends to a large degree upon the personal efforts of our key personnel. As of the date of this report, we have three employees, Paul Parliament, our chairman, president, chief executive officer, and director, Richard Kaiser, our interim
chief financial officer, secretary, corporate governance officer and director,
and Douglas Brooks, our vice-president and director, all of whom
will play a major role in securing the services of those persons who can develop
our business strategy upon receipt of sufficient funds to pay for such services
either from success through receipt of funds from earnings, borrowing or sales
of our securities. While we intend to employ additional management and
marketing personnel in order to minimize the critical dependency upon
any one person, there can be no assurance that we will be successful in attracting
and retaining the persons needed. We have employment agreements
with each of Messrs. Parliament, Brooks, and Kaiser, and consulting agreement
with Julio Kostas.
Employees
As noted above, we currently have three employees. We anticipate that we will hire any additional employees over the next 12 months. As our operations expand, we will need to employ additional personnel. We do not feel that we would have any difficulty in locating needed help.
From time-to-time, we anticipate that we will use the services of independent contractors and consultants to support our business development and who have experience in the sale and leasing of gaming equipment in Central and South America, such as Julio Kosta, one of our major stockholders. We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.
Mr. Martin Wolfe, didn't seek election as director at the annual shareholder meeting, held September 28, 2016, and subsequently, resigned as the Company's chief financial officer on February 28, 2017 (See Form 8-K).
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 590 York Road, Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0, telephone (716) 803-0621. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report.
19
Going Concern
As
of September 30, 2017, the registrant had an accumulated deficit of $26,557,888.
During
the nine months ended September 30, 2017, the registrant increased net cash
of $410,752
from its operating activities. These factors raise substantial doubt
about the registrants ability to continue as a going concern.
While we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to implement our business plan further and generate revenues will improve the Company's operating results. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to implement our business plan further and generate revenues.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2016
Assets
During the period ending September 30, 2017 the Company has total assets of $4,027,165 companred to $204,089 for year ending December 31, 2016. The increase is mainly due to $3,515,137 for machine purchases the Company completed an asset purchase on August 16, 2017 for 300 slot and video poker machines.
Revenues
For the three months ended September 30, 2017, the Company recorded $564,478 in revenue, compared to revenue of $-0- for the three months ended September 30, 2016. The cost of sales was $307,313 compared to $-0- of the cost of sales in the prior period. The increase was due to the increases in machine income and in the number of gaming machines sold during three months ended September 30, 2017, compared to the number in machine income and in machines sold and during three months ended September 30, 2016. Gross profits were $294,478 and $-0- for the three months ended September 30, 2017, and 2016, respectively.
Operating Expenses
For the three months ended September 30, 2017, the Company incurred commission expense of $47,500 compared to $-0- for the three months ended Septmber 30, 2017. The increase is due to the commission paid in sales of gaming machines sold.
For the three months ended September 30, 2017, the Company incurred $1,250 in marketing expense as compared to $10,000 for three months ended September 30, 2016. The decrease is from limited financial marketing and investor relations activities.
For the three months ended September 30, 2017, the Company incurred $304,257 in general and administrative fees compared to $365,265 for the same period in the prior year, decrease of $61,008 or 17.0%.The decrease is in conjunction
with our decrease in managerial salaries, travel expense, rent expense, investor
relations cost, professional fees and miscellaneous fees. Professional fees are mainly for accounting, auditing and legal services associated with our quarterly filings as a public company.
Net Loss
For
the three months ended September 30, 2017, we realized a net loss of $131,699 as
compared to net loss $391,831 for the same period in the prior year.
20
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2016
Assets
During the period ending September 30, 2017 the Company has total assets of $4,027,165 companred to $204,089 for year ending December 31, 2016. The increase is mainly due to $3,515,137 for machine purchases the Company completed an asset purchase on August 16, 2017 for 300 slot and video poker machines.
Revenues
For the nine months ended September 30, 2017, the Company recorded $1,815,978 in revenue, compared to revenue of $49,346 for the nine months ended September 30, 2016. The cost of sales was $1,126,313 compared to $31,500 of the cost of sales in the prior period. The increase was due to the increases in machine income and the number of gaming machines sold during nine months ended September 30, 2017, compared to the number in machine income and in machines sold during nine months ended September 30, 2016. Gross profits were $726,978 and $17,846 for the nine months ended September 30, 2017 and 2016, respectively.
Operating Expenses
For the nine months ended September 30, 2017, the Company incurred commission expense of $187,150 compared to $6,650 for the nine months ended September 30, 2017. The increase is due to the commission paid in sales of gaming machines sold.
For the nine months ended September 30, 2017, the Company incurred $32,833 in marketing expense as compared to $10,000 for nine months ended September 30, 2016. The increase is from financial marketing and investor relations activities in the prior quarters reported.
For the nine months ended September 30, 2017, the Company incurred $125,778 in professional fees compared to $729,123 for the same period in the prior year. Professional fees are mainly for accounting, auditing and legal services associated with our quarterly filings as a public company. The decrease is due to decreases in legal fees which were substantially higher for the six month period ended June 30, 2016, due to a successful defense of a law suit against the Company and its executives.
Net Loss
For
the nine months ended September 30, 2017, we realized a net loss of $384,611 as compared
to net loss $1,682,055 for the same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Net
cash provided by operating activities was $410,752 for the nine months
ended September 30, 2017, compared to
($226,405)
used in operating activities for
the nine months ended September 30, 2016. This increase in cash used was mainly attributable
to increases in depreciation, stock issued for inventory purchases, accrued
compensation and accrued interest.
Net cash flows provided by investing activities at -0- for the nine months ended September 30, 2017, compared to ($708) for the nine months ended September 30, 2016. The decrease was primarily from no such action occurred during the period ending September 30, 2017.
Net
cash used in financing activities was ($407,326) for the nine months
ended September 30, 2017, compared to $231,209 provided by financing activities
for the nine months ended September 30, 2016. The decrease was primarily due to payments
on loan payables, notes and director loans, accordingly.
21
Our obligations are being met on a month-to-month basis as cash becomes available and believe the present cash flow will not be sufficient to meet current and future obligations.
We have incurred losses since our inception and continue to require additional capital to fund operations and development. As such, our ability to pay our already incurred obligations is mostly dependent on the Company being able to have substantially increased revenues and raising substantial additional capital through the sale of its equity or debt securities. There can be no assurance that the Company will be successful in accomplishing any of the preceding.
The costs to operate our current business are approximate $65,000 per month. For
us to cover our monthly operating expenses, we would have to generate revenues
of approximately $100,000 per month. Accordingly, in the absence of revenues,
we will need to secure $65,000 in equity or debt capital and directors loans
each month to cover overhead expenses. To remain in business for one year without
any revenues, we would need to secure $800,000, approximately.
Seasonality of Business
Because we intend to lease our gaming equipment pursuant to master leases, we do not expect that our revenues and earnings from our casino equipment line of business will be affected by seasonal factors. However, casino lessees may be located in resort or vacation locations, which make their operations subject to seasonal fluctuations, which may affect our cash flow.
Impact of Inflation
We are affected by inflation along with the rest of the economy. Specifically, our costs to operate a company whose shares are publicly traded.
Adequacy of Working Capital
We
hope to generate sufficient capital to fund our business plan through investments
in our securities, revenues from operations, or borrowings. See Item
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations Financing Activities. If we are
not able to raise additional capital as described above, or if we are unable
to raise additional capital on terms that are reasonable, we would not be able
to continue and our business would fail. As of the date of this report,
we do not have any commitments for financin
Our Financial Results May Be Affected by Factors Outside of Our Control
Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially and adversely affect our business, operating results, and financial condition. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.
Critical Accounting Policies
Our 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.
We
recognize revenue in accordance with FASB ASC 605, Revenue Recognition. Sales
are recorded when products are shipped to customers. Provisions
for discounts and rebates to customers, estimated returns and allowances and
other adjustments are provided for in the same period the related sales are
recorded.
We
evaluate our long-lived assets for financial impairment on a regular basis
in accordance with FASB ASC 360, Property, Plant and Equipment which
evaluates the recoverability of long-lived assets not held for sale by measuring
the carrying amount of the assets against the estimated discounted future cash
flows associated with them. At the time such evaluations indicate that
the future discounted cash flows of certain long-lived assets are not sufficient
to recover the carrying value of such assets, the assets are adjusted to their
fair values.
Stock-Based Compensation
We recognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.
22
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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangement
Corporate Actions
On February
13, 2017 the Company filed with U.S. Securities and Exchange Commission an
Information Statement- DEF 14 C, which was mailed to its shareholders of record
as of January 16, 2017. The mailer voted in favor of a Reverse Stock
Split, Election of Directors, Authorization of additional Class of Shares and
Change in Auditor.
Reverse
Stock Split
The
Articles of Incorporation of the Company were amended to provide that each
three hundred shares of common stock outstanding will be converted into one
share of common stock (reverse 300:1) of the Company. On April 3, 2017, FINRA-approved
the Company's 1:300 reverse stock split.
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:
| |
Paul Parliament
| Director
|
Douglas Brooks
| Director
|
Richard Kaiser
| Director
|
Authorization of Additional Shares
The Company's Articles of Incorporation amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares have a par value of $.0001 per share. The preferred shares are blank check preferred and they may be issued with the preferences determined at the discretion of the board of directors.
Change in Auditor
Kappin Professional
Corporation, Certified Public Accountants, Licensed Public Accountants, was
approved to act as our outside auditors for our fiscal year ending December
31, 2016 and December 31, 2017. Kappin Professional Corporation subsequently
resigned from this position.
On April 12, 2017 the Board of Directors of Bravo Multinational Incorporated (the "Company") were notified of the resignation of Kappin Professional Corporation - Certified Public Accountants and Chartered Accountants, Toronto, Canada (Kappin) as the Company's independent accountants, effective immediately. Kappin was retained and the Company never filed with the SEC audited financial statements which used the opinion of Kappin. Following Kappin's resignation on April 12, 2017 the Board appointed the firm of BF Borges CPA PC, to serve as the Company's independent public accountants. On April 16, 2017, BF Borges CPA PC became the Company's new auditing firm, located in Colorado (see Form 8-K).
23
Contract Cancellations, Contract Changes, and Officer Changes
Jack Frydman's consulting agreement was cancelled January 6, 2017, and no further compensation has been given to him since September 1, 2016. Mr. Frydman agreed to the cancellation of his contract. Mr. Martin Wolfe resigned as the Company's CFO and Treasurer, effective February 28, 2017. Mr. Richard Kaiser February 28, 2017 was appointed as Interim CFO, whereas Mr. Kaiser's positions with Company are Interim CFO, Secretary, Corporate Governance Officer and Director. On January 6, 2017 the Company's Investor Relation Firm RedChip Companies, Inc. agreed to reduce it contract compensation amount from $5,000 to $2,500 per month. Management decided not to renew the RedChip Companies, Inc. investor relations contract which expires August 1, 2017.
The Company's head office rent has been extended to December 31, 2017 with a rent reduction from $1884 per month to $942 per month for the months of February 2017 through November 2017.
Promissory Note
On June 2, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust on the principal sum of twenty two thousand dollars US ($22,400), at an at Eight percent interest (8%) rate per annum. Payments of interest shall be made on a quarterly basis from the date of this Note until maturity Twenty Four (24) months from the date. Subsequently, the note immediately converted on June 2, 2017 to 40,000 restricted 144-shares; no interest accrued.
On June 22, 2017 the Company issued a promissory note on the principal sum of $35,000 for 12 months at 8%. The note was issued as a full settlement on wages resulted from Mr. Wolfes past employment contract.
On July 5, 2017 Mr. Martin Wolfe converted his October 3, 2016 promissory note of $208,732 plus accrued interest of $12,523 for total note conversion of $221,256 to common restricted shares. The Company issued 72,520 shares of 144-restricted Common stock at $3.051 per shares based on a three days trailing average per terms and conditions stated in the note.
On August 15, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust on the principal sum of sixteen thousand dollars US ($16,000), at an at Eight percent interest (8%) rate per annum. Payments of interest shall be made on a quarterly basis from the date of this Note until maturity Twenty Four (24) months from the date. Subsequently, the note immediately converted on August 15, 2017 to 15,000 restricted 144-shares; no interest accrued.
Item 3.Quantitative
and Qualitative Disclosures about Market Risk.
We
conduct all of our transactions, including those with foreign suppliers and
customers, in U.S. dollars. We are therefore not directly subject to the risks
of foreign currency fluctuations and do not hedge or otherwise deal in currency
instruments in an attempt to minimize such risks. Demand from foreign
customers and the ability or willingness of foreign suppliers to perform their
obligations to us may be affected by the relative change in value of such customer
or supplier's domestic currency to the value of the U.S. dollar. Furthermore,
changes in the relative value of the U.S. dollar may change the price of our
products relative to the prices of our foreign competition.
Item 4.Controls and Procedures.
See Item 4(T) below.
Item 4(T).Controls and Procedures.
The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
24
The
term internal control over financial reporting is defined as a process designed
by, or under the supervision of, the issuers principal executive and
principal financial officers, or persons performing similar functions, and
effected by the issuers board of directors, management and other personnel,
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 and includes those policies and
procedur
· Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
· Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors
of the issuer; and
· Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have
a material effect on the financial statements.
Our
management, including our chief executive officer and chief financial officer,
does not expect that our disclosure controls and procedures or our internal
controls over financial reporting will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of inherent limitations
in all control systems, internal control over financial reporting may not
prevent or detect misstatements, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the registrant have been detected. 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.
Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act, and for evaluating 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)). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The
evaluation was undertaken in consultation with our accounting personnel. Based
on that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were not effective at
March 31, 2017, due to the fact that there is no effective separation of duties,
which include monitoring controls between management. The controls were
also evaluated for December 31, 2016 and there have not been any changes since
then. We intend to hire additional employees when we obtain sufficient capital.
Changes in Internal Controls over Financial Reporting. There
were no changes in the internal controls over our financial reporting and other
factors that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
On April 25, 2016, In the Court of Chancery of the State of Delaware, under C.A. No. 12255-VCG, styled Allan Breitkreuz and John Prosser II, Plaintiff v. Paul Parliament, Martin Wolfe, Douglas Brooks, and Bravo Multinational Corporation (sic), Defendants, an action was commenced by the plaintiffs against the defendants alleging that the defendants purported to take over the registrant. The plaintiffs alleged that the defendants, in calling for a special meeting of the stockholders of the registrant, first violated Delaware law in purporting to remove the plaintiffs, both of whom had committed highly questionable acts detrimental to the registrant, and three other members of the registrant's board of directors, each of whom had caused serious harm to the registrant, and then, allegedly, the defendants purported to elect themselves as directors and officers of the registrant, even though Messrs. Parliament and Wolfe were already directors and officers of the registrant. The allegations of the plaintiffs are wholly without merit, and are contrary to the registrant's certificate of incorporation and bylaws, as amended, as well as the Delaware General Corporation Law. On June 24, 2016 the plaintiffs agreed to a Joint Stipulation of Dismissal, thereby the case was dismissed without prejudice and the court lifted the status quo order. The registrant is not engaged in any other material litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation.
Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in todays business environment as an unfortunate price of conducting business.
25
Item 1A. Risk Factors.
Not
applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
the dates specified below, we have issued shares of our common stock to various
parties:
-
On February 1, 2017 we issued 3,334 share of restricted 144- common stock to
RedChip Companies, Inc., for Public Relations services per a contract, with
a value of $7,500.00*
-
On April 6, 2017 we issued 441,176 shares to Mr. Julios Kosta on an advance
asset purchase contract of 100 gaming machines, valued at $225,000.
-
On May 30, 2017 we issued 321,429 shares to Mr. Julios Kosta on an advance
asset purchase contract of 100 gaming machines, valued at $225,000.
-
On May 30, 2017, we issued 75,000 share of our common stock to Ms. Kim Davis
of Var Growth, Inc. for marketing consultation services as per contract terms,
valued at $52,500 (1).
-
On June 2, 2017 we issued 40,000 shares to Mr. Toghrol Dindoust on a promissory
note conversion valued at $22,400.
-
On July 5, 2017 we issued 72,520 shares to Mr. Martin Wolfe on conversion of
his October 3, 2016 promissory note, valued at $221,256.
-
On August 15, 2017 we issued 15,000 shares to Mr. Toghrol Dindoust on a promissory
note conversion valued at $16,000.
(1)
The Companys Board of Directors agreed to hire Ms. Kim Davis, Var Growth,
Inc., a Florida Corporation, who had been hiring to provide marketing consultation. Ms.
Davis was to receive 150,000 shares of BRVO restricted 144-shares, 75,000 restricted 144-shares issued on the
effective date May 30, 2017.
*Adjustments to stock issuance accounts for the reverse split of 1:300 common shares effectuated April 3, 2017, all fractional share amounts after split round upwardly to next whole share.
The securities described above were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors, as defined in the Securities Act , with whom we had a direct personal preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety
Disclosures.
Not applicable.
26
Item 5. Other Information.
Preferred 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 preferred stock, par value $0.0001 per share, of which -0-
shares are issued and outstanding. There is no trading market for the
shares of our preferred stock.
On June 18, 2017 all shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Share treasury, leaving -0- shares issued and outstanding. No compensation was given to the Preferred A share cancellation and return.
Machine Sales
Contract
On August 16, 2017, Bravo Multinational Incorporated completed an asset purchase from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation, for 300 slot and video poker machines, providing an immediate new revenue stream for Bravo. The contract is valued at $3,618,000, with the Company anticipating an approximate 30% annual return on these assets in Latin America, based on historical income data in similar locations.
Gaming Machine Loans
On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Rentcom, Inc. for a financed amount of $76,000, all principle plus $3,040 in interest due in one lump payment by December 30, 2017. The Loan is guaranteed by Douglas Brooks, Principal officer at Rentcom, Inc.
On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $152,000, all principle and $6,080 in interest due in one lump payment by December 30, 2017. The loan is guaranteed by Paul Parliament, Principal Officer at Investcom, Inc.
On September 1, 2017 Jthe Board of Directors agreed to provide financing for 4-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $190,000, all principle and $5,067 in interest due in one lump payment by December 30, 2017. The loan is guaranteed by Paul Parliament, Principal Officer at Investcom, Inc.
Consulting Agreement
On May 30, 2017, the Companys Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation. Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares. 75,000 shares effective May 30, 2017. The remaining 75,000, which were to be issued September 30, 2017, was suspended from issuance due to the provider having medical issues. The contract is for 2-years starting May 30, 2017, at a cost of $105,000 but currently suspended.
Short Swing Sale of Securities
The Company's CEO and Chairman prior to filing a benefical ownership form realized a violation of Section 16 of the Exchange Act- Short Swing Rule. The Company handled it accordingly and the amount paid to the Company of this violation will be reported in the Company's 10-K.
27
Item 6. Exhibits.
| | |
| |
| |
Exhibit No.
| Identification of Exhibit
|
10.1*
| Promissory
Note- Marty Wolfe-June 22, 2017 (filed on FORM 10-Q as Exhibt 10.1-07/11/2017)
|
10.2*
| Machine
Loan- Rentcom, Inc.-June 30, 2017 (filed on FORM 10-Q as Exhibit 10.2-07/11/2017)
|
10.3*
| Machine
Loan-Investcom, Inc.-June 30, 2017 (filed on FORM 10-Q as Exhibit 10.3-07/11/2017)
|
10.4* |
Promissory Note
-Toghrol Dindoust- June 2, 2017 (Filed on FORM 10-K as Exhibt 10.43 -06/23/2017)
|
10.5* |
Promissory Note
Conversion- Marty Wolfe- July 5, 2017 (Filed on FORM 10-K as Exhibt 10.37
-06/23/2017)
|
10.6**
| Promissory Note -Toghrol Dindoust- August 15, 2017
|
10.7**
| Promissory Note -Investcom ,Inc- September 1, 2017.
|
31.1**
| Certification
of Chief Executive Officer of Bravo Multinational Incorporated pursuant
to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley
Act of 2002.
|
31.2**
| Certification
Chief Financial Officer of Bravo Multinational Incorporated, pursuant to
18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley
Act of 2002.
|
32.1**
| Certification
of Chief Executive Officer of Bravo Multinational Incorporated, pursuant
to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley
Act of 2002.
|
32.2**
| Certification
of Chief Financial Officer of Bravo Multinational Incorporated, pursuant
to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley
Act of 2002.
|
99.1* |
Press Release June 26, 2017- Advances Gaming Machine Order
|
99.2* |
Press
Release July 11, 2017 -Cancelled Preferred 'A' Shares
|
99.3**
| Press
Release August 21, 2017-Closes Transaction on 300 Casino Gaming Machines
|
99.4**
| Press
Release August 29, 2017-Evaluation of Marijuana Industry
|
101*
| XBRL
Exhibts
|
____________
*
Previously filed
**
Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRAVO
MULTINATIONAL INCORPORATED
Date: November 20, 2017
By /s/ Paul Parliament
Paul Parliament, Chief Executive Officer and Chairman
By /s/Richard Kaiser
Richard Kaiser, Interim Chief Financial Officer, Secretary, and Director
28