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Bravo Multinational Inc. - Quarter Report: 2019 March (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019


 [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-53505

 

   

BRAVO MULTINATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

26-1266967

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 


2020 General Booth Blvd., Unit 230
Virginia Beach, VA
(principal executive offices)


23454
(Zip Code)

Registrant’s telephone number, including area code: (757) 306-6090

 

 

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)


i


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [ ]        No  [X ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [ ]        No  [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]

Non-accelerated filer [ X ]

Emerging growth company [  ]

Accelerated filer [  ]

Smaller reporting company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [  ]    No  [X]

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

 Common stock

Par Value $0.0001

 

BRVO

 

 NONE

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  At September 12, 2019, the registrant had outstanding 8,929,057 shares of common stock, par value $0.0001 per share.


ii


TABLE OF CONTENTS

PART I

 

 

Item 1.

Condensed Unaudited Financial Statements

2

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

Item 4.

Controls and Procedures

22

PART II

  

Item 1.

Legal Proceedings

24

Item 1A.

Risk Factors

24

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mining Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

26

 

Signatures

27


-1-


 PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

 

BRAVO MULTINATIONAL INCORPORATED


FINANCIAL REPORTS

AT

March 31, 2019

 


                BRAVO MULTINATIONAL INCORPORATED

 

 

 

Table of Contents

PAGE

 

 

Consolidated Balance Sheets - Unaudited at March 31, 2019 and December 31, 2018
3

 

Consolidated Statements of Operations - Unaudited for the Three Months Ended March 31, 2019 and 2018      

4

 

 

Consolidated Statements of Cash Flows - Unaudited for the Three Months Ended March 31, 2019 and 2018  

5

 

 

Consolidated Statements of Stockholders' Equity - Unaudited for the Three Months Ended March 31, 2019 and 2018  
6-7
   

Notes to Consolidated Financial Statements - Unaudited  

8


-2-




Bravo Multinational Incorporated
 

CONSOLIDATED BALANCE SHEETS - UNAUDITED

   
 

March 31,

 

December 31,

 

2019

 

2018

    

ASSETS

   

Current Assets

   

Cash and Cash Equivalents

 $                —

 $               50

Accounts Receivable (Net of Allowance of $42,312 and $42,312, respectively)

                  —

                  —

Note Receivable (Net of Allowance of $2,725 and $2,725, respectively)

                  —

                  —

Notes Receivable - Related Party (Net of Allowance of $418,000 and $418,000, respectively)

                  —

                  —

Prepaid Expenses

                  —

 

            10,000

 

Total Current Assets

                  —

            10,050

 

Property and Equipment - Net of Accumulated Depreciation

                127

 

                184

 

Total Assets

 $              127

 

 $         10,234

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Liabilities

Bank Overdraft

 $               39

 $                —

Accounts Payable and Accrued Expenses

          107,636

          109,946

Customer Deposits

            35,800

            35,800

Inventory Loan Payable - Related Party

              4,500

              4,500

Due to Related Parties

            80,423

            80,224

Notes Payable

              9,490

              9,490

Accrued Board of Directors Fees

          266,000

          266,000

Stock Payable - Related Parties

       1,578,126

 

       1,578,126

 

Total Liabilities

       2,082,014

 

       2,084,086

 

Commitments and Contingencies (Note 12)

 

Stockholders' Deficit

Common Stock - $0.0001 Par; 1,000,000,000 Shares Authorized,  

         8,779,057 and 8,779,057 Issued and Outstanding, Respectively

                877

                877

Preferred Stock - $0.0001 Par; 50,000,000 Shares Authorized,

        -0- Issued and Outstanding

                  —

                  —

Additional Paid-In-Capital

      27,316,266

      27,263,993

Accumulated Deficit

     (29,399,030)

 

     (29,338,722)

 

Total Stockholders' Deficit

      (2,081,887)

 

      (2,073,852)

 

Total Liabilities and Stockholders' Deficit

 $              127

 

 $         10,234


-3-

The accompanying notes are an integral part of these financial statements



Bravo Multinational Incorporated
 

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

For the Three Months Ended March 31,

2019

 

2018

    

Expenses

   

Depreciation

 $          57

 $            57

General and Administrative

             3,370

             3,353

Professional Fees

           56,881

             2,578

Board of Directors Fees

                  —

 

          142,500

 

Total Expenses

           60,308

 

          148,488

 

Loss from Operations

           60,308

          148,488

 

Other Expenses

Interest Expense

                  —

           30,077

Loss on Loan Conversion

                  —

 

           45,000

 

Total Other  Expenses

                  —

           75,077

 

Loss Before Income Taxes

           60,308

          223,565

 

Income Taxes

                  —

 

                  —

 

Net Loss for the Period

 $  60,308

 

 $ 223,565

 

Weighted Average Number of Common Shares -

  Basic and Diluted

8,779,057

       3,974,242

 

Net Loss Per Common Shares -

  Basic and Diluted

 $   (0.01)

 

 $     (0.06)

 

.

 


-4-

The accompanying notes are an integral part of these financial statements



Bravo Multinational Incorporated
 

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

For the Three Months Ended March 31,

 

2019

 

2018

     

Cash Flows from Operating Activities

    
     

Net Loss for the Period

 

 $ (60,308)

 $  (223,565)

  

Non-Cash Adjustments:

 

Depreciation

 

                     57

          57

Common Stock Issued for Current Year Board of Directors Fees

 

                     —

         142,500

Loss on Loan Conversion

 

                     —

           45,000

Interest Expense on Notes Payable

 

                     —

           30,077

Changes in Assets and Liabilities:

 

Prepaid Expenses

 

              10,000

                  —

Accounts Payable and Accrued Expenses

 

               (2,310)

             2,175

  

Net Cash Flows Used In Operating Activities

 

             (52,561)

 

            (3,756)

  

Cash Flows from Investing Activities

 

                     —

 

                  —

  

Cash Flows from Financing Activities

 

Bank Overdraft

 

                     39

                  —

Due to Related Parties, Net

 

                   199

             5,631

Capital Contributions - Directors

 

              52,273

                  —

  

Net Cash Flows Provided by Financing Activities

 

              52,511

 

             5,631

  

Net Change in Cash and Cash Equivalents

 

                    (50)

             1,875

  

Cash and Cash Equivalents - Beginning of Period

 

                     50

 

                 64

  

Cash and Cash Equivalents - End of Period

 

 $     —

 

 $      1,939

  

Cash Paid During the Period for:

 

Interest

 

 $     —

 $          —

Income Taxes

 

 $     —

 

 $          —

  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common Stock Exchanged for Debt Conversion

 

 $     —

 $    45,000

  
  


-5-

The accompanying notes are an integral part of these financial statements



Bravo Multinational Incorporated
 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - UNAUDITED
             
 

Common Stock

 

Preferred Stock

Additional

   

Total

 

$ 0.0001 Par

 

$ 0.0001 Par

Paid-In

 

Accumulated

 

Stockholders'

For the Three Months Ended March 31, 2018

Shares

 

Amount

 

Shares

 

Amount

Capital

 

Deficit

 

Equity

             

Balance - January 1, 2018

   3,812,390

 $     380

              —

 $       —

 $    25,758,235

 

 $  (27,938,281)

 

 $         (2,179,666)

 

Common Stock Issued to Pay Accrued Board of Directors Fees

   3,329,167

        333

              —

          —

           399,167

                   —

 $             399,500

 

Common Stock Issued to Pay Note Payable

     450,000

          45

              —

          —

             89,955

                   —

                 90,000

 

Common Stock Issued for Current Year Board of Directors Fees

   1,187,500

        119

              —

          —

           142,381

                   —

               142,500

 

Net Loss for the Period

              —

 

          —

 

              —

 

          —

                   —

 

         (223,565)

 

              (223,565)

 

Balance - March 31, 2018

   8,779,057

 

 $     877

 

              —

 

 $       —

 $    26,389,738

 

 $  (28,161,846)

 

 $         (1,771,231)

-6-

 
 

Common Stock

 

Preferred Stock

Additional

   

Total

 

$ 0.0001 Par

 

$ 0.0001 Par

Paid-In

 

Accumulated

 

Stockholders'

For the Three Months Ended March 31, 2019

Shares

 

Amount

 

Shares

 

Amount

Capital

 

Deficit

 

Equity

             

Balance - January 1, 2019

   8,779,057

 $     877

              —

 $       —

 $    27,263,993

 $  (29,338,722)

 $         (2,073,852)

 

Capital Contributions - Directors

              —

          —

              —

          —

             52,273

                   —

                 52,273

 

Net Loss for the Period

              —

 

          —

 

              —

 

          —

                   —

 

           (60,308)

 

                (60,308)

 

Balance - March 31, 2019

   8,779,057

 

 $     877

 

              —

 

 $       —

 $    27,316,266

 

 $  (29,399,030)

 

 $         (2,081,887)

.

 


The accompanying notes are an integral part of these financial statements


-7-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 1 – Organization & Description of Business

 

Bravo Multinational Corporation (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp.  On August 7, 2007, the company’s name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated.  On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the company’s name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company’s common stock should be changed to “BRVO,” and the company’s CUSIP identifier be changed to a newly issued number.  FINRA granted its approval of the change of the company’s name on April 6, 2016. As a result of the change of name of the company, the company’s trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109.

 

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 was entitled to mine the land and the Company was entitled to a 15% net royalty on all minerals extracted by SFMI from tailing piles on the premises or through shafts or adits located on the premises. The lease agreement was deferred for a two year period, 2014 and 2015, so that SFMI could restructure its finances. The Company determined that SFMI was unable to pay the lease and that any debt owing by SFMI to the company were not recoverable. The Company currently own 76.63 acres within seven patented claims with a 29.167% ownership interest on War Eagle Mountain in the state of Idaho.  The Company allowed all of its BLM (Bureau of Land Management) unpatented and placer claims to expire. The carrying value on such claims both patented and unpatented was fully impaired due to lack of economic viabilities of such properties.

 

The Company is currently engaged in the business of buying and reselling gaming equipment.  The Company also buys machines for its own use that are placed in casinos or gaming areas to obtain monthly revenue streams from the machines’ net win revenue.

 

On May 4, 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 6, 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. On December 31, 2017 this contract was terminated along with the contract with GameTouch LLC.

 

This initial purchase was paid for with the issuance of 41,667 common restricted shares 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 sold they receive d a commission of $950.  


-8-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 1 – Organization & Description of Business - continued

 

During the year ended December 31, 2017 the Company purchased 200 machines from Centro de Entretenimiento to fulfill its contract. Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the remaining two (2) machines that were held in inventory on December 31, 2017 in the amount of $9,000.

 

On August 16, 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.  Due to the civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017 the Company was unable to continue its operations and therefore, the Company returned these 300 gaming machines to Centro de Entretenimiento on December 30, 2017 which had a value of $3,618,000, accumulated depreciation of $258,325 and a note payable of $1,748,700.  In exchange, Julios Kosta owner of Centro de Entretenimiento returned 1,463,593 shares of common stock.     

   

NOTE 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed balance sheet at December 31, 2018, has been derived from audited financial statements and the accompanying unaudited condensed interim financial statements as of March 31, 2019 and 2018, 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, 2018 (the “2018 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 statements presentation.   Operating results for the three months ended March 31, 2019, are not necessarily indicative of the results of operations expected for the year ending December 31, 2019.

 

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.  During the year ended December 31, 2017, management recognized that Universal is an inactive Florida corporation which no longer operates.

 

Method of Accounting

 

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


-9-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Cash and Cash Equivalents

 

Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.  The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.

 

Accounts Receivable

 

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value.  The Company establishes an allowance for doubtful accounts based on management’s assessment of collectability of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance.  The Company makes judgments about creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

 

Inventory

 

The Company calculates inventory utilizing the first-in, first-out method (FIFO) valued at the individually identified cost per machine.  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, which is valued at each reporting period. 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. Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the remaining two (2) machines that were held in inventory on December 31, 2017 in the amount of $9,000. At March 31, 2019 and December 31, 2018 there were -0- gaming machines in inventory valued at $-0-.

 

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.


-10-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Fair Value Measurements

 

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued liabilities, and notes payable approximate fair value.

 

We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

 

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information.  These estimates involve uncertainties and cannot be determined with precision.  The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates.  We measure certain financial instruments at fair value on a recurring basis.  

   

Revenue Recognition

 

Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers.  Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.  These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

 

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.  To achieve this core principle, we apply the following five steps:  identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.  

 

The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.


-11-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Revenue Recognition - continued

 

The Company operates as one reportable segment.

 

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. There was $-0- gaming win/loss revenue for each of the three month periods ended March 31, 2019 and 2018.

 

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. Computer equipment is depreciated on the straight-line method over five (5) years.  Equipment used to generate revenues is depreciated on the straight-line method over seven (7) years and is included in cost of sales.  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.  

   

Impairment of Long-Lived Assets

   

Management evaluates the Company’s 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.

 

Beneficial Conversion Feature

 

In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.


-12-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 3 – Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We will adopt the standard on fiscal year January 1, 2019. Based on our assessment of the new standard on our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact will be insignificant to our condensed consolidated financial statements based on the short-term nature of our leases and our election of such practical expedient.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) to expand the scope of ASC 718, Compensation - Stock Compensation (Topic 718) (“ASU 2018-07”), to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is still evaluating this ASU and anticipates it will not have significant impact on our condensed consolidated financial statements and related disclosures.

 

NOTE 4 – Going Concern 

 

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit at March 31, 2019.

 

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.

 

NOTE 5 – Accounts Receivable

 

Accounts receivable consisted of the following at March 31, 2019 and December 31, 2018:

 

March 31,

December 31,

 

2019

2018

   

Accounts Receivable

$        42,312

$        42,312

Less:  Allowance for Doubtful Accounts

(42,312)

(42,312)

   

Net Accounts Receivable

$              ––

$              ––

 

Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the machine income that was in accounts receivable on December 31, 2017 in the amount of $42,312.  

 

The Allowance for Doubtful Accounts in the amount of $42,312 was collected but it remains in Nicaragua because of the political instability, social unrest, and US Government's trade and economic sanctions; no transfer of funds to the US can be done at this time. Since these issues have yet to be resolved both domestically and internationally with Nicaragua, the $42,312 amount has not been paid in the US and has been written-off. Since the revenue was earned and collected in Nicaragua, the revenue remains recognized as an account receivable.


-13-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 6 – Notes Receivable – Related Parties

 

Notes receivable related parties consisted of the following at March 31, 2019 and December 31, 2018:

 

March 31,

December 31,

 

2019

2018

   

Investcom – See Note 8 Related Party

$      342,000

$      342,000

Rentcom – See Note 8 Related Party

76,000

76,000

Total Notes Receivable

418,000

418,000

Less:  Allowance for Doubtful Accounts

(418,000)

(418,000)

   

Net Notes Receivable – Related Parties

$              ––

$              ––

 

Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at March 31, 2019 and December 31, 2018.

 

NOTE 7 – Property and Equipment

 

Property and equipment consisted of the following at March 31, 2019 and December 31, 2018:

 

March 31,

December 31,

 

2019

2018

   

Furniture and Equipment

$        708

$       708

Less:  Accumulated Depreciation

(581)

(524)

   

Net Property, Plant and Equipment

$        127

$        184

   

For each of the three months ended March 31, 2019 and 2018 depreciation expense was $57.

 

NOTE 8 – Related Party Transactions

   

During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Company’s former chief executive officer, for a total of $770,000. The sales were financed by a notes receivable in the amount of $342,000.  Due to uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017 (See Note 6). The above mentioned sales were also paid for by reducing Mr. Parliaments’ note payable from the Company in the amount of $76,000.  

 

During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director of the Company, for a total of $525,000. The sale reduced the note payable to Mr. Brooks in the amount of $209,000. The sale was also financed by a note receivable in the amount of $76,000. Due to uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017 (See Note 6).

      

Due to Related Parties consist of payments of Company expenses by the Company’s three (3) directors and related party, Julios Kosta. Amounts due were $80,423 and $80,224 at March 31, 2019 and December 31, 2018, respectively.     

   

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 months ended March 31, 2019 and 2018 the Company paid $-0- in press release wire services. The Company also currently operates out of the Yes International, Inc.'s offices at no cost.


-14-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 8 – Related Party Transactions - continued

 

Stock payable – related parties consisted of the following at March 31, 2019 and December 31, 2018:

 

March 31,

December 31,

 

2019

2018

   

Doug Brooks

$       285,270

$       285,270

Rich Kaiser

117,476

117,476

Julios Kosta

468,628

468,628

Marsadi Parliament

268,279

268,279

Paul Parliament

438,473

438,473

   

Total Stock Payable – Related Parties

$      1,578,126

$      1,578,126

 

Payment of the above stock which amounts to 7,890,630 shares, is deferred until the Company becomes fully reporting again.  All future interest based on the original note terms has also been waived by all parties.

 

NOTE 9 – Notes Payable

 

Notes Payable consists of the following unsecured notes:

 

March 31,

December 31,

 

2019

2018

   

Al Yee – 7% Interest, Matures January 2017

$       5,000

$       5,000

Michael Walkil – Non Interest Bearing, Due on Demand

4,490

4,490

   

Total Notes Payable

$       9,490

$       9,490

 

NOTE 10 – 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 March 31, 2019 and December 31, 2018 was $4,500.


-15-


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 11 – 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 year ended December 31, 2017, 5,000,000 shares were returned by their respective shareholders.  No compensation was given for the stock that was returned.

Common Stock

On January 16, 2017 the Articles of Incorporation were amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock.

Reverse Stock Split 

On January 16, 2017, the Company approved a one-for-three hundred (1:300) reverse stock split.  This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split.

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 March 31, 2019, no shares had been issued from this plan.

NOTE 12 – 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 months ended March 31, 2019 and 2018 was $-0-.

 

NOTE 13 - Subsequent Events  

On July 1, 2019 the Company signed a consulting agreement with an outside party for general consulting management service for three months ending on September 30, 2019.

On July 18, 2019 the Company signed a stock purchase agreement with an outside party in the amount of $30,000 for one hundred fifty thousand (150,000) shares of restricted common stock.

On July 19, 2019 the Board of Directors approved the issuance of 73,171 shares common stock to Mr. Paul Parliament for his consulting services rendered based on the closing price of the Company’s stock on that date.


-16-

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; and

        ·the adequacy of our cash resources and working capital. 

 

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

 

Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the company's current financial position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors that could have a negative impact on the company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.


-17-


The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

 

The financial information set forth in the following discussion should be read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.  

Company Overview

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars.  On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team.  On August 7, 2007, our name was changed to Goldcorp Holdings Co.  On October 15, 2010, our name was changed to GoldLand Holdings Co.  

 

On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, what is the purchase and leasing of gaming equipment.  The change of name was to be effective upon compliance with all regulatory requirements mandated by FINRA.  Further, as a result of the change of the Registrant's name the trading symbol for the shares of the Registrant's common stock has been changed to “BRVO,” and Registrant's CUSIP identifier has been changed to 10568F109.

 

The Registrant filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.

 

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.

 

Current Business

We are currently engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua due to political and economic instabilities. We are planning to operate our business in the US and other more stable democracies in Latin America.


-18-


During October 2017 severe weather, hurricanes, rain and flooding occurred in Nicaragua where the company had its gaming machines operation. Lower tourism and local traffic due to these uncontrollable weather issues had an effect on the Company’s machine revenues during the fourth quarter of 2017. The Company had purchased 300 gaming machines that were placed in casinos where they were producing a monthly revenue stream based on net wins of the each machine. Consequently, revenue and account receivable due on these machines cannot be collectable due to the social and economic conditions which prevailed after the storms. Currently, the country has economic and trade sanctions in place by the U.S. Government.

 

On or about the first week of December 2017, Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC notified management of serious issues throughout the Country of Nicaragua. Civil unrest started due to lack of simple social services, like electricity, running water and destroyed infrastructure from Hurricane Nate.  The ever growing political and civil unrest affected the country’s economy, which had a direct effect on the gaming industry in Nicaragua. The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. On December 30, 2017, management canceled the business contracts with both Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC. Subsequently, The US Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO’s business practices in the country.

 

Management continues to look at other opportunities outside of the casino gaming industries as those opportunities present themselves. If a viable opportunity becomes available, management will determine if such an opportunity is accretive to the Company and can create shareholder value.

 

Former Business

We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest.   We allowed all of our BLM (Bureau of Land Management) unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future. Currently, the carrying value on such patented claims were fully impaired due to lack of economic viability of such properties.

For a complete discussion of the mining activities on our mining claims conducted by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.  However it should be noted that we were not at any time a mining operator.  As described above, the Company owns mining claims, but none of those claims are leased to a third party. Since the mining operations of our lessee no longer have any relevance to our new business of the leasing and selling of gaming equipment, we will only include financial information relating to revenues, expenses, and results of operations and other relevant information with respect to the former mining activities of the lessee of our mining properties.

Transfer Agent

Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.

Company Contact Information

Our principal executive offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report. 

Current Directors

The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:

 

Merle Ferguson

Director

Richard Kaiser

Director

 

-19-

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overall Operating Results:

 

Three Months – March 31, 2019 and 2018 Statements

 

The sales revenue from the Company’s gaming machine sales for the three months ended March 31, 2019 and 2018 were $-0- and $-0-. Gaming machine sale of $-0- occured due to no sales because of the political and economic instability in Nicaragua. Management ceased operations in Nicaragua due to these instabilities.

 

Cost of sales for the three months ended March 31, 2019 was $-0- and for the three months ended March 31, 2018 was $-0-. The Company had no sales during each of the three months ended March 31, 2019 and 2018.

 

Gross profit for the three months ended March 31, 2019 was $-0- and for the three months ended March 31, 2018 was $-0-.

 

Total Operating expenses for three months ended March 31, 2019 was $60,308 compared to $148,488 for the three months ended March 31, 2018. The decrease was attributed to a decrease in board of director fees, and since December 2018, the board of directors provide services to the Company at $-0- costs.

Net Loss:

Net loss for the three months ended March 31, 2019 and 2018 were $60,308 and $223,565, respectively.

 

Liquidity and Capital Resources:

 

As of March 31, 2019, the Company’s assets totaled $127, which consisted of property and equipment-net of accumulated depreciation of $127. Our total liabilities were $2,082,014. As of March 31, 2019, the Company had an accumulated deficit of $29,399,030 and a working capital deficit of $2,081,887.

 

As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO and CFO to advance funds as necessary in meeting our operating requirements.


 

 

-20-


New Accounting Pronouncements

 

Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

 

Cash Provided by (Used in) Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2019 was $52,561, and for the three months ended March 31, 2018 was $3,756, respectively. The decrease was attributed to the increase in net loss, the decline in the sales of gaming machines and the increase in liabilities which add to working capital deficit.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $-0- and -0- for the three months ended March 31, 2019 and 2018.

 

Cash Provided by (Used In) Financing Activities

 

Net cash provided by financing activities was $52,511 for three months ended March 31, 2019, and was $5,631 for three months ended March 31, 2018. The increase amount was attributed to cash infusions by directors and related parties that were used in operational 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.

 

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

-21-

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, 2017 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.


Subsequent Events

 

(see Item 5)

 

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 March 31, 2019.


-22-

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended March 31,2019. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

 

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 March 31, 2019: 

 

- The Company has inadequate segregation of duties within its cash disbursement control design. 

 

- During the Quarter ended March 31, 2019, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2019 to have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

-23-

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There have been no material developments during the quarter ended June 30, 2019 in any material legal proceedings to which we are a party or of which any of our property is subject.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018.  The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock.  6,000,000 shares of common stock are registered to this plan and the plan shall expire on March 15, 2028.  As of September 12, 2019, no shares had been issued from this plan.

The Board of Directors on December 10, 2018, voted unanimously to amend the terms of the outstanding promissory notes by changing the conversion price from $0.10 (ten cents) per share to $0.20 (twenty cents) per share on all promissory notes with accrued interest at 8% per annum owed as of November 18, 2018, including the promissory notes which were due in October 2018. As of September 12, 2019, management has yet to issue any shares on the conversion of any outstanding promissory notes.

On July 18, 2019 the Company issued 150,000 shares of its common stock.  The shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The offering was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares and the manner of the offering. In addition, the Purchaser represented that it had the necessary investment intent as required by Section 4(2) and agreed that shares issued in book form will be noted as restricted and shares issued by certificate will bear a legend that states that the securities were restricted pursuant to Rule 144 of the Securities Act. The restricted shares were issued to one shareholder for a total consideration of $30,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales (read "Subsequent Events" Item 5).

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

ITEM 5. OTHER INFORMATION.

Subsequent Events

 

On July 1, 2019 the Company signed a consulting agreement with an outside party for general consulting management service for three months ending on September 30, 2019 (see Exhibit 10.14).

 

On July 18, 2019 the Company signed a stock purchase agreement with an outside party in the amount of $30,000 for one hundred fifty thousand (150,000) shares of restricted common stock (see Exhibit 10.13).

 

On July 19, 2019 the Board of Directors approved the issuance of 73,171 shares common stock to Mr. Paul Parliament for his consulting services rendered based on the closing price of the Company’s stock on that date (see Exhibit 10.12).

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ITEM 6. EXHIBITS

Index to Exhibits.

Exhibit No.

Identification of Exhibit

3.1*

Certificate of Incorporation for Montrose Ventures, Inc. dated May, 25 1989 http://www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt

3.2*

Certificate of Amendment to Certificate of Incorporation, dated April 23, 1996, changing the name of Montrose Ventures, Inc. to Java Group, Inc.

www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt

3.3*

Certificate of Amendment to Certificate of Incorporation, dated September 1, 2014, changing the name of Java Group, Inc. to Consolidated General Corp.

www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex31.htm

3.4*

Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1 to the Registrant's Registration Statement on Form 10 on November 24, 2008, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex31.htm

3.5*

Corrected Certificate of Amendment to Certificate of Incorporation dated October 5, 2010, filed as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, on March 31, 2011, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181811000137/ex33.htm

3.6*

Certificate of Amendment to Certificate of Incorporation, filed February 3, 2014, filed as Exhibit 3.4 to the Registrant's Annual Report on Form 10-K, on April 15, 2014, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181814000138/ex34.htm

3.7*

Certificate of Amendment of Restated Certificate of Incorporation of Goldland Holdings, Co., changing the Registrant's name to Bravo Multinational Incorporated, filed with the Secretary of State of Delaware on March 24, 2016, and effective on April 1, 2016, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, on April 7, 2016, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181816000256/ex31.htm

3.8*

Bylaws of Goldcorp Holdings Co., filed as Exhibit 3.2 to the Registrant's Registration Statement on Form 10 on November 24, 2008, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex32.htm

3.9*

Amended and Restated Bylaws of Bravo Multinational Incorporated. dated February 13, 2017, filed as Exhibit 3.1 to the Registrant's DEF 14C – Information Statement. www.sec.gov/Archives/edgar/data/1444839/000109181817000014/ex3.htm

Resignation Letter-Paul Parliament-November 19, 2018, filed as Exhibit 10.30 on Form 10-K for year-end December 31, 2017
Resignation Letter- Douglas Brooks-November 19, 2018, filed as Exhibit 10.31 on Form 10-K for year-end December 31, 2017
Release Agreement- Centro de Entretenimiento y Diversion MombachoS.A- December 30, 2017, filed as Exhibit 10.39 on Form 10-K for year-end December 31, 2017
Settlement Agreement-Martin Wolfe- December 28, 2018, filed as Exhibit 10.40 on Form 10-K for year end December 31, 2017
Order to Convert Promissory Note Holder-Paul Parliament-December 4, 2018;filed as Exhibit 10.32 on Form 10-K for year-end December 31, 2017
Order to Convert Promissory Note Holder-Douglas Brooks-December 4, 2018; filed as Exhibit 10.33 on Form 10-K for year-end December 31, 2017
Order to Convert Promissory Note Holder-Richard Kaiser-December 4, 2018;filed as Exhibit 10.34 on Form 10-K for year-end December 31, 2017
Order to Convert Promissory Note Holder-Julios Kosta-November 27, 2018; filed as Exhibit 10.35 on Form 10-K for year-end December 31, 2017
Order to Convert Promissory Note Holder-Marsadi Parliament- December 4, 2018; filed as Exhibit 10.36 on Form 10-K for year-end December 31, 2017
Gift Letter I. Pilon to M. Parliament- December 31, 2017; filed as Exhibit 10.37 on Form 10-K for year end December 31, 2017
Order to Convert Promissory Note Holder Silvia Mariela lbarra March 31, 2018; filed as exhibit on Form 10-Q March 31, 2018
Consulting Agreement- Paul Parliament November 20, 2018; filed as exhibit on Form 10-Q September 30, 2018
Private Placement Agreement - M. Corrigan July 16, 2019;filed as exhibit on Form 10-Q September 30, 2018
Consulting Agreement -RSDI Enterprises & Aldo Dalla-Vecchia, July, 1 2019; filed as exhibit on Form 10-Q September 30, 2018

31.1+

Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2+

Certification of Richard Kaiser, Interim Chief Financial Officer and Interim Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.1+

Certification of  Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

32.2+

Certification of Richard Kaiser, Interim Chief Financial Officer and Interim Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

101+

XBRL Interactive Exhibits.

** Previously filed.

+filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BRAVO MULTINATIONAL INCORPORATED

 

 

 Dated: September 12, 2019

By:  /s/ Merle Ferguson

Merle Ferguson

Chief Executive Officer

 

 

By: /s/Richard Kaiser

Richard Kaiser

Acting Chief Financial Officer


 

 

 

 



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