U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53505
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 issuers classes of common equity, as of the latest practicable date: At August 15, 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. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
20 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
26 |
Item 4. |
Controls and Procedures |
26 |
PART II |
||
Item 1. |
Legal Proceedings |
27 |
Item 1A. |
Risk Factors |
27 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
27 |
Item 3. |
Defaults Upon Senior Securities |
28 |
Item 4. |
Mining Safety Disclosures |
28 |
Item 5. |
Other Information |
28 |
Item 6. |
Exhibits |
30 |
|
Signatures |
31 |
1
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO MULTINATIONAL INCORPORATED
FINANCIAL REPORTS |
AT |
September 30, 2019 |
BRAVO MULTINATIONAL INCORPORATED |
|
Table of Contents |
PAGE |
|
|
Consolidated Balance Sheets - Unaudited at September 30, 2018 and December 31, 2017 |
3
|
|
|
Consolidated Statements of Operations - Unaudited for the Three and Nine Months Ended September 30, 2018 and 2017 |
4 |
|
|
Consolidated Statements of Cash Flows - Unaudited for the Nine Months Ended September 30, 2018 and 2017
|
5 |
|
|
Consolidated Statements of Stockholders' Equity - Unaudited for the Three and Nine Months Ended September 30, 2018 and 2017 |
6-7
|
Notes to Consolidated Financial Statements - Unaudited |
8 |
Bravo Multinational Incorporated |
CONSOLIDATED BALANCE SHEETS - UNAUDITED |
|
2018 |
2017 |
|
ASSETS |
|||
Current Assets |
|||
Cash and Cash Equivalents |
$ 140 |
|
$ 64 |
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) |
|
|
|
|
|
|
|
Total Current Assets |
140 |
|
64 |
|
|
|
|
Property and Equipment - Net of Accumulated Depreciation |
241 |
|
410 |
|
|
|
|
Total Assets |
$ 381 |
|
$ 474 |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
Liabilities |
|
|
|
Accounts Payable and Accrued Expenses |
136,369 |
|
130,892 |
Customer Deposits |
35,800 |
|
35,800 |
Inventory Loan Payable - Related Party |
4,500 |
|
4,500 |
Due to Related Parties |
72,848 |
|
64,929 |
Notes Payable (Net of Discounts of $51,786 and $-0-, respectively) |
110,633 |
|
134,490 |
Notes Payable - Related Party, Current (Net of Discounts of $70,462 and $-0-, respectively) |
525,755 |
|
145,247 |
Accrued Board of Directors Fees |
210,000 |
|
399,500 |
Directors Loans (Net of Discounts of $28,605 and $-0-, respectively) |
803,468 |
|
783,901 |
|
|
|
|
Total Current Liabilities |
1,899,373 |
|
1,699,259 |
|
|
|
|
Notes Payable - Related Party, Net of Current |
|
|
480,881 |
|
|
|
|
Total Liabilities |
1,899,373 |
|
2,180,140 |
|
|
|
|
Commitments and Contingencies (Note 12) |
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
Common Stock - $0.0001 Par; 1,000,000,000 Shares Authorized, |
|
|
|
8,779,057 and 3,812,390 Issued and Outstanding, Respectively |
877 |
|
380 |
Preferred Stock - $0.0001 Par; 50,000,000 Shares Authorized, |
|
|
|
-0- Issued and Outstanding |
|
|
|
Additional Paid-In-Capital |
27,201,650 |
|
25,758,235 |
Accumulated Deficit |
(29,101,519) |
|
(27,938,281) |
|
|
|
|
Total Stockholders' Deficit |
(1,898,992) |
|
(2,179,666) |
|
|
|
|
Total Liabilities and Stockholders' Deficit |
$ 381 |
|
$ 474 |
Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
Revenue |
||||||||
Sale of Equipment |
$ |
|
$ |
|
$ |
|
$ 239,000 |
|
Sale of Equipment - Related Parties |
|
|
416,000 |
|
|
|
1,428,500 |
|
Machine Income |
|
|
|
148,478 |
|
|
|
148,478 |
|
|
|
|
|
|
|
||
Total Revenue |
|
|
564,478 |
|
|
|
1,815,978 |
|
|
|
|
|
|
|
|
||
Cost of Sales |
|
|
|
|
|
|
|
|
Cost of Sales |
|
|
|
|
|
|
166,500 |
|
Cost of Sales - Related Parties |
|
|
|
270,000 |
|
|
|
922,500 |
|
|
|
|
|
|
|
||
Total Cost of Sales |
|
|
270,000 |
|
|
|
1,089,000 |
|
|
|
|
|
|
|
|
||
Gross Profit |
|
|
|
294,478 |
|
|
|
726,978 |
|
|
|
|
|
|
|
||
Expenses |
|
|
|
|
|
|
|
|
Depreciation |
57 |
|
103,387 |
|
170 |
|
103,500 |
|
Commissions |
|
|
47,500 |
|
|
|
187,150 |
|
General and Administrative |
2,411 |
|
68,307 |
|
9,267 |
|
126,558 |
|
Professional Fees |
362 |
|
38,626 |
|
4,053 |
|
164,404 |
|
Board of Directors Fees |
|
105,000 |
|
132,500 |
|
352,500 |
|
421,000 |
|
|
|
|
|
|
|
||
Total Expenses |
|
107,830 |
|
390,320 |
|
365,990 |
|
1,002,612 |
|
|
|
|
|
|
|
||
Loss from Operations |
(107,830) |
|
(95,842) |
|
(365,990) |
|
(275,634) |
|
|
|
|
|
|
|
|
||
Other Expenses |
|
|
|
|
|
|
|
|
Interest Expense |
336,162 |
|
35,857 |
|
752,248 |
|
108,977 |
|
Loss on Loan Conversion |
|
|
|
|
|
45,000 |
|
|
|
|
|
|
|
|
|
||
Total Other Expenses |
336,162 |
|
35,857 |
|
797,248 |
|
108,977 |
|
|
|
|
|
|
|
|
||
Loss Before Income Taxes |
(443,992) |
|
(131,699) |
|
(1,163,238) |
|
(384,611) |
|
|
|
|
|
|
|
|
||
Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net Loss for the Period |
|
$ (443,992) |
|
$ (131,699) |
|
$ (1,163,238) |
|
$ (384,611) |
|
|
|
|
|
|
|
||
Weighted Average Number of Common Shares - |
|
|
|
|
|
|
|
|
Basic and Diluted |
8,779,057 |
|
3,432,531 |
|
6,306,865 |
|
1,935,487 |
|
|
|
|
|
|
|
|
||
Net Loss Per Common Shares - |
|
|
|
|
|
|
|
|
Basic and Diluted |
|
$ (0.05) |
|
$ (0.04) |
|
$ (0.18) |
|
$ (0.20) |
Bravo Multinational Incorporated |
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
For the Nine Months Ended September 30, |
|
2018 |
|
2017 |
Cash Flows from Operating Activities |
||||
Net Loss for the Period |
$ (1,163,238) |
|
$ (384,611) |
|
|
|
|
||
Non-Cash Adjustments: |
|
|
|
|
Depreciation |
170 |
|
103,500 |
|
Common Stock Issued for Current Year Board of Directors Fees |
142,500 |
|
25,000 |
|
Common Stock Payable for Inventory Purchase |
|
|
450,000 |
|
Common Stock Issued for Debt Interest |
|
|
9,848 |
|
Loss on Loan Conversion |
45,000 |
|
|
|
Interest Expense on Notes Payable |
91,189 |
|
|
|
Interest Expense - Amortization of Debt Discount |
661,059 |
|
|
|
Changes in Assets and Liabilities: |
|
|
|
|
Accounts Receivable |
|
|
(42,312) |
|
Prepaid Expenses |
|
|
3,887 |
|
Inventory |
|
|
189,000 |
|
Note Receivable |
|
|
(2,725) |
|
Note Receivable - Related Party |
|
|
(418,000) |
|
Accounts Payable and Accrued Expenses |
5,477 |
|
36,358 |
|
Accrued Board of Directors Fees |
210,000 |
|
351,000 |
|
Accrued Interest |
|
|
|
89,807 |
|
|
|
||
Net Cash Flows Provided by (Used In) Operating Activities |
|
(7,843) |
|
410,752 |
|
|
|
||
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
||
Cash Flows from Financing Activities |
|
|
|
|
Bank Overdraft |
|
|
(1,638) |
|
Notes Payable, Net |
|
|
27,259 |
|
Notes Payable Related Parties, Net |
|
|
25,247 |
|
Inventory Loan Payable - Related Party, Net |
|
|
(94,500) |
|
Gaming Loan Payable - Related Party, Net |
|
|
(60,300) |
|
Due to Related Parties, Net |
7,919 |
|
|
|
Director's Loans, Net |
|
|
|
(303,394) |
|
|
|
||
Net Cash Flows Provided by (Used In) Financing Activities |
|
7,919 |
|
(407,326) |
|
|
|
||
Net Change in Cash and Cash Equivalents |
76 |
|
3,426 |
|
|
|
|
||
Cash and Cash Equivalents - Beginning of Period |
|
64 |
|
|
|
|
|
||
Cash and Cash Equivalents - End of Period |
|
$ 140 |
|
$ 3,426 |
|
|
|
||
Cash Paid During the Period for: |
|
|
|
|
Interest |
$ |
|
$ |
|
Income Taxes |
|
$ |
|
$ |
|
|
|
||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
||
Common Stock Returned in Exchange for Promissory Notes |
$ |
|
$ 5,555 |
|
Common Stock Issued to Pay Note Payable |
$ 45,000 |
|
$ |
|
Common Stock Issued for Fixed Asset Purchase |
$ |
|
$ 1,809,000 |
|
Beneficial Conversion Feature from Convertible Notes |
$ 811,912 |
|
$ |
|
|
|
|
Bravo Multinational Incorporated |
STATEMENTS OF STOCKHOLDERS' EQUITY - UNAUDITED |
Common Stock |
Preferred Stock |
Additional |
Total |
|||||||||
$ 0.0001 Par |
$ 0.0001 Par |
Paid-In |
Accumulated |
Stockholders' |
||||||||
For the Nine Months Ended September 30, 2017 |
Shares |
|
Amount |
|
Shares |
|
Amount |
Capital |
|
Deficit |
|
Equity |
Balance - January 1, 2017 |
858,536 |
|
$ 86 |
|
5,000,000 |
|
$ 500 |
$ 23,466,691 |
|
$ (26,173,277) |
|
$ (2,706,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Cancelled |
(570) |
|
|
|
(5,000,000) |
|
(500) |
(5,057) |
|
|
|
(5,557) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Loan Payment |
372,618 |
|
37 |
|
|
|
|
384,617 |
|
|
|
384,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued to Pay for Inventory |
2,226,198 |
|
222 |
|
|
|
|
2,258,778 |
|
|
|
2,259,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued to Pay Accrued Board of Directors Fees |
1,511,226 |
|
151 |
|
|
|
|
901,350 |
|
|
|
901,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Current Year Services |
78,333 |
|
8 |
|
|
|
|
59,992 |
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Period |
|
|
|
|
|
|
|
|
|
(384,611) |
|
(384,611) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2017 |
5,046,341 |
|
$ 504 |
|
|
|
$ |
$ 27,066,371 |
|
$ (26,557,888) |
|
$ 508,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Preferred Stock |
Additional |
|
|
|
Total |
|||||
$ 0.0001 Par |
|
$ 0.0001 Par |
Paid-In |
|
Accumulated |
|
Stockholders' |
|||||
For the Nine Months Ended September 30, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial Conversion Feature from Convertible Notes |
|
|
|
|
|
|
|
811,912 |
|
|
|
811,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Period |
|
|
|
|
|
|
|
|
|
(1,163,238) |
|
(1,163,238) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2018 |
8,779,057 |
|
$ 877 |
|
|
|
$ |
$ 27,201,650 |
|
$ (29,101,519) |
|
$ (1,898,992) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Preferred Stock |
Additional |
|
|
|
Total |
|||||
$ 0.0001 Par |
|
$ 0.0001 Par |
Paid-In |
|
Accumulated |
|
Stockholders' |
|||||
For the Three Months Ended September 30, 2017 |
Shares |
|
Amount |
|
Shares |
|
Amount |
Capital |
|
Deficit |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - July 1, 2017 |
1,812,579 |
|
$ 181 |
|
|
|
$ |
$ 24,031,439 |
|
$ (26,426,189) |
|
$ (2,394,569) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Loan Payment |
332,618 |
|
33 |
|
|
|
|
362,221 |
|
|
|
$ 362,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued to Pay for Inventory |
1,463,593 |
|
146 |
|
|
|
|
1,808,854 |
|
|
|
1,809,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued to Pay Accrued Board of Directors Fees |
1,437,551 |
|
144 |
|
|
|
|
863,857 |
|
|
|
864,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Period |
|
|
|
|
|
|
|
|
|
(131,699) |
|
(131,699) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2017 |
5,046,341 |
|
$ 504 |
|
|
|
$ |
$ 27,066,371 |
|
$ (26,557,888) |
|
$ 508,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Preferred Stock |
Additional |
|
|
|
Total |
|||||
$ 0.0001 Par |
|
$ 0.0001 Par |
Paid-In |
|
Accumulated |
|
Stockholders' |
|||||
For the Three Months Ended September 30, 2018 |
Shares |
|
Amount |
|
Shares |
|
Amount |
Capital |
|
Deficit |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - July 1, 2018 |
8,779,057 |
|
$ 877 |
|
|
|
$ |
$ 27,201,650 |
|
$ (28,657,527) |
|
$ (1,455,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Period |
|
|
|
|
|
|
|
|
|
(443,992) |
|
(443,992) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2018 |
8,779,057 |
|
$ 877 |
|
|
|
$ |
$ 27,201,650 |
|
$ (29,101,519) |
|
$ (1,898,992) |
|
|
|
|
|
|
|
|
|
|
|
|
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 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 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 sells they will receive 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, 2017, has been derived from audited financial statements and the accompanying unaudited condensed interim financial statements for the three and nine month periods ended September 30, 2018 and 2017, 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, 2017 (the 2017 Annual Report), filed with the Securities and Exchange Commission (the SEC). It is managements 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 nine months ended September 30, 2018, are not necessarily indicative of the results of operations expected for the year ending December 31, 2018.
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. As of December 31, 2017, management recognized that Universal is an inactive Florida corporation which no longer operates.
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).
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.
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 September 30, 2018 and December 31, 2017 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.
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.
10
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 Summary of Significant Accounting Policies continued
Fair Value Measurements continued
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. Gaming win/loss revenue for the nine month periods ended September 30, 2018 and 2017 was $-0- and $148,478, respectively.
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 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.
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.
Reclassifications
Certain prior period amounts in the accompanying unaudited consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported consolidated financial statements.
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.
13
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
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 at September 30, 2018.
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 Accounts Receivable
Accounts receivable consisted of the following at September 30, 2018 and December 31, 2017:
September 30, |
December 31, |
|
2018 |
2017 |
|
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.
14
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 6 Notes Receivable Related Parties
Notes receivable related parties consisted of the following at September 30, 2018 and December 31, 2017:
September 30, |
December 31, |
|
2018 |
2017 |
|
Investcom See Note 8 Related Party |
$ 342,000 |
$ 342,000 |
Rentcom See Note 8 Related Party |
76,000 |
76,000 |
Total Notes Receivable |
418,000 |
418,000 |
Less: Allowance for Doubtful Accounts |
(418,000) |
(418,000) |
|
|
|
Net Notes Receivable Related Parties |
$ |
$ |
Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at September 30, 2018 and December 31, 2017.
NOTE 7 Property and Equipment
Property and equipment consisted of the following at September 30, 2018 and December 31, 2017:
September 30, |
December 31, |
|
2018 |
2017 |
|
Furniture and Equipment |
$ 708 |
$ 708 |
Less: Accumulated Depreciation |
(467) |
(298) |
Net Property, Plant and Equipment |
$ 241 |
$ 410 |
For the nine months ended September 30, 2018 and 2017 depreciation expense was $170 and $103,500, respectively.
NOTE 8 Related Party Transactions
During the nine months ended September 30, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Companys 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 nine months ended September 30, 2017 the Company sold 20 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $133,500.
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, 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).
15
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 8 Related Party Transactions - continued
Directors loans consist of the following:
September 30, |
December 31, |
|
2018 |
2017 |
|
Douglas Brooks 8% Interest, Matures October 2018 * |
$ 282,170 |
$ 265,834 |
Richard Kaiser 8% Interest, Matures October 2018 * |
116,199 |
109,472 |
Paul Parliament 8% Interest, Matures October 2018 * |
433,704 |
408,595 |
Less: Debt Discounts |
(28,605) |
|
|
|
|
Net Directors Loans |
$ 803,468 |
$ 783,901 |
Interest expense for the nine months ended September 30, 2018 and 2017 was $48,170 and $67,685, respectively.
* Per board approval, on March 13, 2018, all director loans will be paid by converting to stock at a rate of $0.10 per share. Because the conversion price of $0.10 was less than the stock price at March 13, 2018, this gave rise to a beneficial conversion feature valued at $400,457. The Company recognized this beneficial conversion feature as a debt discount and additional paid in capital. The discount is being amortized to interest expense until maturity.
Due to Related Parties consist of payments of Company expenses by the Companys three (3) directors and related party, Julios Kosta. Amounts due were $72,848 and $64,929 at September 30, 2018 and December 31, 2017, respectively.
Notes payable related party consist of the following:
September 30, |
December 31, |
|
2018 |
2017 |
|
Julios Kosta 8% Interest, Matures October 2018 * |
$ 463,535 |
$ 480,881 |
Marsadi Parliament 8% Interest, Matures December 2019 * |
132,682 |
125,000 |
Martin Wolfe Prior CFO Moved to Non Related Notes Payable |
|
20,247 |
|
|
|
Total Notes Payable Related Party |
596,217 |
626,128 |
|
|
|
Less: Discounts on Notes Payable Related Party |
(70,462) |
|
|
|
|
Net Notes Payable Related Party |
$ 525,755 |
$ 626,128 |
The note holders are related to the Company in the following capacities: Julios Kosta is a major shareholder and Marsadi Parliament is related to director, Paul Parliament.
Interest expense for the nine months ended September 30, 2018 and 2017 was $35,337 and $37,529, respectively.
16
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 8 Related Party Transactions - continued
* Per board approval, on March 13, 2018, notes payable related party will be paid by converting to stock at a rate of $0.10 per share. Because the conversion price of $0.10 was less than the stock price at March 13, 2018, this gave rise to a beneficial conversion feature valued at $336,455. The Company recognized this beneficial conversion feature as a debt discount and additional paid in capital. The discount is being amortized to interest expense until maturity.
During the nine months ended September 30, 2018, Mr. Kosta gifted $45,000 of his note payable to another party who converted the note on date of receipt when closing market price of the Company was $0.20. This resulted in a loss on conversion of $45,000 which is reported in the statement of operations for the nine months ended September 30, 2018.
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, 2018 and 2017 the company paid press release wire services in the amount of $-0- and $587, respectively.
NOTE 9 Notes Payable
Notes Payable consists of the following unsecured notes:
September 30, |
December 31 |
|
2018 |
2017 |
|
Al Yee 7% Interest, Matures January 2017 |
$ 5,000 |
$ 5,000 |
Martin Wolfe 8% Interest, Matures May 2018 - See Note 13 |
20,247 |
|
Michael Walkil Non Interest Bearing, Due on Demand |
4,490 |
4,490 |
Isabell Pilon 8% Interest, Matures December 2019 * |
132,682 |
125,000 |
Less: Debt Discounts |
(51,786) |
|
Total Notes Payable |
$ 110,633 |
$ 134,490 |
Interest expense for the nine months ended September 30, 2018 and 2017 was $7,682 and $-0-, respectively.
* Per board approval, on March 13, 2018, this note payable will be paid by converting to stock at a rate of $0.10 per share. Because the conversion price of $0.10 was less than the stock price at March 13, 2018, this gave rise to a beneficial conversion feature valued at $75,000. The Company recognized this beneficial conversion feature as a debt discount and additional paid in capital. The discount is being amortized to interest expense until maturity.
17
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
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 September 30, 2018 and December 31, 2017 was $4,500.
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 companys stockholders, by paying their retainers or fees in the form of shares of the Companys common stock. The Plan shall expire on March 15, 2028. As of September 30, 2018, no shares had been issued from this plan.
18
BRAVO MULTINATIONAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 12 Commitments and Contingencies
The Company leased office space in Niagara-on-the-Lake, Ontario, Canada from a Canadian company owned by Paul Parliament, the Companys chief executive officer. The original lease was from April 2015 through May 2017 at a rate of $1,884 per month. The lease was extended through December 2017 at a reduced rate of $942. Rent expense for the nine months ended September 30, 2018 and 2017 was $-0- and $9,420, respectively.
NOTE 13 - Subsequent Events
On November 10, 2018, the Company signed a consulting agreement with Mr. Paul Parliament for an eight (8) month contract from November 20, 2018 through July 19, 2019 in the amount of $30,000 to be paid in common stock.
On November 27, 2018 the Company filed with the U.S. Securities and Exchange Commission a Schedule 14f-Notice of Change in the Majority of the Board of Directors. This filing occurred due to the fact that Mr. Paul Parliament and Mr. Douglas Brooks resigned on November 19, 2018 their positions as both officer and directors of the Company. Mr. Merle Ferguson became CEO, President and Chairman, and Mr. Richard Kaiser remains as Interim Chief Financial Officer, Secretary, Corporate Governance Officer, and Director.
On December 10, 2018, the Company had a change in control when both Mr. Paul Parliament and Mr. Doug Brooks sent written resignation letters November 19, 2018, whereas they resigned as officers and directors of the Company. Mr. Merle Ferguson became the CEO, President and Chairman of the Board, and Mr. Richard Kaiser remained as Acting CFO, Secretary, Treasurer and Director.
On December 10, 2018, the Company unanimously agreed to amend the terms of the outstanding promissory notes for directors and related parties owed as of November 18, 2018 by changing the conversion price from $0.10 per share to $0.20 per share.
On December 28, 2018, the Company signed a settlement agreement with Mr. Martin Wolfe in the amount of $19,500 to settle outstanding amounts owed to him. At September 30, 2018 and December 31, 2017 the amount owed to Mr. Wolfe was $20,247 and was included in notes payable and notes related party current, respectively.
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 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 Companys stock on that date.
19
ITEM 2. MANAGEMENTS 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.
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.
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 Companys 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 (read Subsequent Event section).
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 countrys 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 BRVOs business practices in the Country (read Subsequent Event Section of the Filing).
Former Business
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. 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 |
Paul Parliament |
Director* |
Douglas Brooks |
Director* |
* Resigned in November 19, 2018 |
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(Read Subsequent Events-Item 5) |
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Managements Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months Septmber 30, 2018 and 2017 Statements
The sales revenue from the Companys gaming machine sales for the three months ended September 30, 2018 and 2017 were -0-, and $564,478, including $416,000 sale from related parties, respectively. Gaming machine sale decreased to -0- due to the political and economic instability in Nicaragua.
Cost of sales for the three months ended September 30, 2018 was $-0- and for the three months ended September 30, 2017 was $270,000, the cost of sales from related parties.
Gross profit for the three months ended September 30, 2018 was $-0- and for the three months ended September 30, 2017 was $294,478.
Total Operating expenses for three months ended September 30, 2018 was $ 107,830 compared to $390,320 for the three months ended September 30, 2017. The decreases were attributed to decreases in depreciation expense, commission payments, general and administrative expenses, professional fees and board of director fees.
Nine Months September 30, 2018 and 2017 Statements
The sales revenue from the Companys gaming machine sales for the nine months ended September 30, 2018 and 2017 were -0-, and $1,815,978, including $1,428,500 sale from related parties, respectively. Gaming machine sale decreased to -0- due to the political and economic instability in Nicaragua.
Cost of sales for the nine months ended September 30, 2018 were $-0- and for the nine months ended June 30, 2017 were $1,089,000, including $922,500, the cost of sales from related party.
Gross profit for the nine months ended September 30, 2018 and 2017 were $-0- and $726,978, respectively
Total Operating expenses for nine months ended September 30, 2018 was $365,990 compared to $1,002,612 for the nine months ended September 30, 2017. The decreases were attributed to decreases in depreciation expense, commission payments, general and administrative expenses, professional fees and board of director fees.
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Net Loss:
Net loss for the three months ended September 30, 2018 and 2017 were $443,992 and $131,699, respectively. Net loss for the nine months ended September 30, 2018 and 2017 were $1,163,238 and $384,611, respectively.
Liquidity and Capital Resources:
As of September 30, 2018, the Companys assets totaled $381, which consisted of cash of $140 and property and equipment-net of accumulated depreciation of $241. Our total liabilities were $1,899,373. As of September 30, 2018, the Company had an accumulated deficit of $29,101,519 and a working capital deficit of $1,898,992.
As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO and CFO to advance funds as necessary in meeting our operating requirements.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries operating results, financial position, or cash flow.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2018 was $7,843, and net cash provided by operating activities for the nine month ended September 30, 2017 was $410,752, 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 nine months ended September 30, 2018 and 2017.
Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for nine months ended September 30, 2018 was $7,919 and net cash used in financing activities for the six month ended June 30, 2017 was $407,326. The increase amount was attributed to cash infusion by related parties used in operational expenses.
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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 managements application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers (" ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors report on our financial statements for the year ended December 31, 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)
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of September 30, 2018.
Managements 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.
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Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended September 30, 2018. 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 September 30, 2018:
- The Company has inadequate segregation of duties within its cash disbursement control design.
- During the Quarter ended September 30, 2018, 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 Companys internal control over financial reporting that occurred during the Quarter ended September 30, 2018 to have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 18, 2018, Mr. Marty Wolfe, former director and Chief Financial Officer, pursed a civil legal action against the Company for a default on money owed per terms of his Promissory Note- dated June 22, 2017. On December 28, 2018, the Company worked out a settlement and Mr. Ferguson, CEO and Chairman paid $19,500 to resolve the civil suit as an out of court settlement (read Subsequent Event-Item 5).
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 companys stockholders, by paying their retainers or fees in the form of shares of the Companys 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 June 4, 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 June 25, 2019, management has yet to issue any shares on the conversion of any outstanding promissory notes (read "Subsequent Events" Item 5).
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
Throughout the 2018 operational year, the Company struggled to maintain its gaming operations. The politically unstable situation in Nicaragua, in addition to US financial and trade sanctions against the current Nicaraguan Government, caused Bravo Multinational, Inc. to reassess it gaming operations. As such, on November 18, 2018, management changed the direction of the Company by evaluating gaming operations as they might exist in the USA and Canadian markets and other more stable democracies within Latin America. Additionally, Management looked 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.
On November 20, 2018, following the completion of a search for new business opportunities in its gaming machine business, management decided to change the ownership and management of the Company (the Transaction). As a result of this Transaction BRAVO has agreed to reconstitute the Board of Directors and Executive Officers. The Information Statement filed on Form 14f-1 contained information about persons who will serve as officers of the Company or as Directors on the Board of Directors going forward.
On November 27, 2018, the Company moved its offices to 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454. The Company pays no rent, shares its phone number 757-306-6090 at no charge, and shares its office space with YES INTERNATIONAL. YES INTERNATIONAL is owned and operated by our secretary, Acting CFO and director, Mr. Richard Kaiser.
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On November 27, 2018 The Companys Management filed a SCHEDULE 14f-1, a notice of change in control of the Registrant with the USSEC.
On December 10, 2018 the Board made the following decisions:
· The Board of Directors appointed Mr. Merle Ferguson as director of the Company. Mr. Ferguson accepted the nomination.
· The Board of Directors, which included Mr. Merle Ferguson, as newly appointed director, 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 June 25, 2019, management has yet to issue any shares on the conversion of any outstanding promissory notes.
· The Board of Directors agreed to pay all accrued executive officer and director wage compensation in S-8 registered stock for wages earned during the period from April 1, 2018 to November 18, 2018.
· The Board of Directors accepted the resignations of Mr. Paul Parliament as President and CEO, and Mr. Douglas Brooks as Vice-President.
· The Board nominated Mr. Merle Ferguson as the Companys new President and CEO, and Mr. Ferguson accepted the positions as the Companys new CEO/President. The Board thanked Mr. Parliament and Mr. Brooks for their services as officers of the Company. Mr. Parliament and Mr. Brooks resigned for other personal interests and had no arguments with the Companys other officers and its board of directors.
· The Board of Directors nominated Mr. Merle Ferguson as the Companys Chairman of the Board, and Mr. Ferguson accepted the Chairman position. At the same time, the Board of Directors accepted the resignation of both Mr. Paul Parliament and Mr. Douglas Brooks as directors of the Company. Mr. Parliament and Mr. Brooks resigned for personal reasons and had no argument with the Companys officers and its board of directors.
On December 28, 2018, the Company worked out a settlement agreement with Mr. Marty Wolfe, who on January 18, 2018 pursed a civil legal action against the Company for a default on money owed per terms of his Promissory Note, dated June 22, 2017. On December 28, 2018 the Company signed and paid a settlement agreement with Mr. Martin Wolfe in the amount of $19,500 to settle outstanding amounts owed to him. At December 31, 2017 the amount owed to Mr. Wolfe was $20,247 and was included in notes payable related party - current.
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 Companys stock on that date (see Exhibit 10.12).
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ITEM 6. EXHIBITS
Index to Exhibits.
Exhibit No. |
Identification of Exhibit |
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Certificate of Incorporation for Montrose Ventures, Inc. dated May, 25 1989 http://www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 | Private Placement Agreement - M. Corrigan July 16, 2019 | Consulting Agreement -RSDI Enterprises & Aldo Dalla-Vecchia, July, 1 2019 | |||||||||||
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. |
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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. |
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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. |
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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. |
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101+
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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
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Dated: August 15, 2019 |
By: /s/ Merle Ferguson Merle Ferguson Chief Executive Officer |
By : /s/Richard Kaiser Richard Kaiser Acting Chief Financial Officer |
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EXHIBIT 31.1
CERTIFICATION
I, Merle Ferguson, certify that:
1. |
I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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By: |
/s/ Merle Ferguson |
August 15, 2019 |
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Merle Ferguson Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Richar Kaiser, certify that:
1. |
I have reviewed this quarterly report of Bravo Multinational Incorporated. on Form 10-Q; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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By: |
/s/ Ruichard Kaiser |
August 15, 2019 |
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Richard Kaiser Acting Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Merle Ferguson certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated., on Form 10-Q for the quarter ended September 30, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
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By: |
/s/ Merle Ferguson |
August 15, 2018 |
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Merle Ferguson Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Richard Kaiser, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bravo Multinational Incorporated on Form 10-Q for the quarter ended September 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bravo Multinational Incorporated.
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By: |
/s/ Richard Kaiser |
August 15, 2019 |
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Richard Kaiser Acting Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
Exhibit 10.12
SERVICE AGREEMENT
This Service Agreement (this Agreement) is made as of the 20th day of November, 2018 by and among Bravo Multinational Incorporated, a Delaware Corporation, having its principal place of business at 2020 General Booth Blvd., Unit 230, Virginia Beach, Virginia, 23454, USA (Company), and Paul Parliament (Consultant) and is made in light of the following recitals which are a material part hereof.
Recital:
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Services Consultant and independent contractor is a business professional with extensive back ground in account management, contract administration, public relations, acquisitions, staff management, team building, corporate strategy, contract negotiation, corporate finance, construction management, growth strategy, public company management.
NOW THEREFORE, for and in consideration of good and valuable consideration, in hand paid, including, but not limited to the mutual promises set forth herein, the receipt and sufficiency of which is acknowledged by each party hereto, the parties hereby agree as follows:
1.
Recitals Govern. The parties desire to enter into this agreement for purposes of carrying out the above recitals and intensions set forth above and this Agreement shall be construed in light thereof.
2.
Stock only for Services. The parties desire to memorialize their agreement to adherer to Securities Act Release No. 33-7646, dated February 26, 1999 regarding registration of securities on Form 144 Rule 4.2 Section 4(2), incorporated herein by reference. No duty, obligation, engagement or other thing imposed on either the Company or the Consultant here under shall be construed to impose any duty, obligation or other engagement in violation of the letter or spirit of said release.
3.
Consulting Services. The Consultant agrees to provide the services to the Company during the Term (as hereinafter defined). Consultant agrees to provide such information, evaluation and analysis, in accordance with the services as will assist in maximizing the effectiveness of Clients business model both relative to its business model and to its present and contemplated capital structure. The consultant shall personally provide the services and the Company understands that the nature of the services to be provided are part time and that the consultant will be engaged in other business and consulting activities during the term of this Agreement.
3. a Conflicts. The Company waives any claim of conflict and acknowledges that the Consultant has owned and continues to own and has consulted with interests in competitive business which might compete but for location.
3. b Confidential Information. The consultant agrees that any information received during any furtherance of the consultants obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations. In connection herewith, the Consultant and the Company have entered into that Confidentiality Agreement in the form attached hereto as Schedule B.
3. c Role Of Consultant. Consultant shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to the financial organization of the related matters, the selection and retaining of institutional financial organizations, the relationship of the Company with those organizations. Consultant shall represent the Company, its Board of Directors, its officers or any other members of the Company in any transactions or communications.
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3.d Liability. With regard to the services to be performed by the Consultant pursuant to this Agreement, the consultant shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Company, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence. The Company shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.
4.
Term. The term of this Agreement shall commence November 20 th , 2018 and shall continue for a period of, 8 months, from that date, unless sooner terminated as provided herein. It is understood that this Agreement shall not automatically renew and no obligations to renew are implied notwithstanding continued efforts to fulfill terms and conditions incomplete as of the termination of this Agreement. This Agreement and the duties and obligations of the Consultant may be terminated by either party giving thirty (30) days prior written notice to the other but the compensation to the end of the contract and any previously incurred and approved expenses shall be deemed earned by and due to Consultant.
5.
Compensation. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, the contractor shall receive a flat fee of thirty thousand dollars US ($30,000.00) USD, payable in new S8 shares (upon registration availability) of Bravo Multinational Incorporated (hereinafter, the Share). As per agreement between the Company and Consultant, the shares will be issued at the end of the contract term. Consultant is an independent contractor and as such all tax and taxable related obligations regarding the compensation are the sole responsibility of the Consultant.
6.
Expenses. The Company shall pay or reimburse the Consultant for all reasonable travel, business and miscellaneous expenses incurred by the Consultant in performing its duties under this Agreement, subject to prior approval.
7.
Control as to Time and Place and Manner where Services Will Be Rendered. It is anticipated the Consultant will spend up to 5 hours per week fulfilling its obligations under this Agreement. The particular amount of time may vary from day to day or week to week. The Consultant shall not be entitled to any additional compensation except where approved subject to the prior written approval of the Company.
8.
Representations and Warranties. The Company represents and warrants that (1) the shares being issued and/or sold pursuant to option are authorized to be issued by the Company; (ii) The Company has full right, power, and corporate authority to execute and enter into this Agreement, and to execute all underlying documents and to bind such entity to the terms and obligations hereto and to the underlying documents and to deliver the interests and consideration conveyed thereby, same being authorized by power and authority vested in the party signing on behalf of the Company; (iii) the Company has and will have full right, power, and authority to sell, transfer, and deliver the shares being issued and/or sold pursuant to option; (iv) the Company has no knowledge of any adverse claims affecting the subject shares and there are no notations of any adverse claims marked on the certificate for same; and (v) upon receipt, Consultant or his nominee will acquire the shares being issued and/or sold pursuant to option, free and clear of any security interests, mortgage, adverse claims, liens, or encumbrances of any nature or description whatsoever, subject only to matters pertaining to the sale of securities generally including but not limited to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any state, rule, or regulation relating to the sale of securities (collectively, Securities Laws). In the event that Consultant accepts shares not yet subject to a valid registration statement, Consultant represents and warrants to the Company that he will acquire same for investment and not with a view to the sale or other distribution thereof and will not at any time sell, exchange, transfer, or otherwise dispose of same under circumstances that would constitute a violation of Securities Laws. Each party acknowledges the creation, modification and/or transfer of securities and represents and warrants to all others that it has reviewed the transaction with counsel and that no registration or representations are required and that all rights of recourse or rescission resulting from such transfer, to the extent permitted by law, are waived and each party represents and warrants to all others that no marketing of securities to the public has occurred. Each of the warranties, representations, and covenants, contained in this Agreement by any party thereto shall be continuous and shall survive the delivery of Consultant Services, the Compensation and the termination of this Agreement.
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9.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose and the resolution of any claim hereunder, the parties hereto consent to the jurisdiction and venue of an appropriate court located in the State of Delaware. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing partys reasonable attorneys fees, court and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
10.
Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or delivered by Facsimile or delivered personally to the address written above or to such other address of which the addressee shall have notified the sender in writing. Notices mailed in accordance with this section shall be deemed given when mailed.
11.
Binding Effect, Assignment and Succession . All covenants and agreements contained in this Agreement by or on behalf of any parties hereto shall bind and inure to the benefit of his, her or its respective heirs, personal representatives, successors, and assigns, whether so expressed or not. Except for assignment of the options as provided above, no party to this Agreement may, however, assign his rights hereunder or delegate his obligations hereunder to any other person or entity without the express prior written consent of the other parties hereto.
12.
Entire Agreement and Interpretation. This Agreement, including any exhibits and schedules hereto, constitutes and contains the entire agreement of the Company and the Consultant with respect to the provision of Consultant Services and Compensation and supersedes any prior agreement by the parties, whether written or oral. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. The waiver of a breach of any term or condition of this Agreement must be written and signed by the party sought to be charged with such waiver, and such waiver shall not be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its rules and laws regarding conflicts of laws and each of the parties hereto irrevocably submit to the exclusive jurisdiction of any United States Federal court sitting in the state of Delaware over any action or proceeding arising out of or relating to this Agreement. The parties hereto further waive any objection to venue in the State of Delaware and any objection to an action or proceeding in the same on the basis of forum non conveniens.
13.
Miscellaneous. The section headings contained in this Agreement are inserted as a matter of convenience and shall not be considered in interpreting or construing this Agreement. This Agreement may be executedconcurrently in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. Time is of the essence of this Agreement and the obligations of the parties hereto.
IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the day and year first written above.
Company:
Services Consultant:
/s/ Richard Kaiser /s/ Paul Parliament
Chief Financial Officer (acting) Consultant
Bravo Multinational Incorporated
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SCHEDULE A TO CONSULTING AGREEMENT
Schedule of Services and Deliverables
Consultant shall provide the following Strategic Services:
Provide expertise and services to the company for accounting matters, management needs, and other public corporate work related issues.
SCHEDULE B TO CONSULTING AGREEMENT
Confidentiality Agreement
This Confidentiality Agreement (hereafter this Agreement), is made as of the 20 th day of November, 2018 by Bravo Multinational Incorporated, a Delaware corporation, having its principal place of business at 2020 General Booth Blvd., Unit 230, Virginia Beach, Virginia, USA (Company), and Paul Parliament (Services Consultant). Given that the Company and Consultant each desire to make certain confidential information concerning the Company, its technology, its investments, its marketing strategies, its capitalization and finances and its business as well as similar confidential information lawfully possessed by the Consultant (collectively, the Information) for purposes agreed to be legitimate and the Company and Consultant each agree to hold such Information confidential pursuant to the terms of this Agreement, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and with the intent to be legally bound hereby, the Company and the Employee agree as follows:
1.
The Information includes, but is not limited to, (i) all information on the Company, (ii) any and all data and information given or made available to the Employee by the Company for evaluation purposes, whether written or in machine-readable form, (iii) any and all of the Companys and Consultants notes, work papers, investigations, studies, computer printouts, and any other work including electronic data files, regardless of nature containing any such data and information and (iv) all copies of any of the foregoing.
2.
The Consultant and Company each understand that the Information is proprietary to the Company and Consultant and each agrees to hold the Information given by the other strictly confidential. The Company and Consultant each agree that the Information shall be used only by the Company and Consultant and only for the purpose of reviewing and evaluating the activities of the Company, and shall not be used for any other purpose or be disclosed to any third party. Neither the Company nor Consultant shall have the right to make copies or hold copies or documents except for reports and notes which have been generated by them, which reports and notes shall be retained for their exclusive use and shall remain confidential.
3.
It is understood that this Confidentiality Agreement shall not apply to any information otherwise covered herein (i) which known to either the Company or the Consultant prior to the date of the Confidentiality Agreement, (ii) which is disclosed to the Consultant or the Company by a third party who has not directly or indirectly received such Information in violation of an agreement with party from whom it was received or (iii) which is generally known within the industry.
4.
The Company and the Consultant each agree to be fully responsible and liable to the other for any and all damages caused by reason of disclosure of Information in violation of this Confidentiality Agreement by the receiving party or any of its assigns or successors.
5.
This Confidentiality Agreement shall be governed by and construed in accordance with the laws of Delaware and shall be enforceable solely by and be for the sole benefit of The Consultant and Company, their successors and assigns.
In witness whereof, the Company and the Consultant have executed this Agreement as of the date above.
Company:
Services Consultant:
/s/ Richard Kaiser /s/ Paul Parliament
Chief Financial Officer (acting) Consultant
Bravo Multinational Incorporated
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Exhibit 10.13
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, a STOCK PURCHASE AGREEMENT , is made and entered into on the date first written below, by and between Bravo Multinational Incorporated ("Seller") and Dr. Mark Corrigan ("Purchaser");
WHEREAS , the Seller is Delaware Corporation ("Corporation"), with capital stock of 1,000,000,000 shares of $0.0001 par value common stock; and
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth (see Exhibit A);
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained in this agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement (See Exhibit A). The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentation affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be finalized by both the Seller and Purchaser signing of the agreement.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:
(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.
(b) Restrictions on Stock.
i.
The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock;
ii.
Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges;
iii.
Seller does not presently have any present agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of Common Stock that may be received hereunder in a transaction that would violate the United States Securities Act or any state securities Laws;
iv.
Seller understands that the certificates or other instruments representing the Shares issuable to Purchaser hereunder will bear a restrictive legend as set forth below and are subject to the holding period restrictions pursuant to Rule 144; provided further that, after the expiration of the holding period applicable pursuant to Rule 144, the legend indicating that the certificates are subject to restrictions thereof shall be removed and the Corporation (Seller) shall issue a certificate without such legend to the holder (Purchaser) of the shares of Bravo Multinationals Common Stock. Seller understands that, all certificates or other instruments representing the Common Shares purchased are issuable hereunder shall bear the following restrictive legends:
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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT
), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
v.
Any and all legal opinions regarding the removal of the 144 legend required for reissuance of shares as FREE; Purchaser will provide for and pay for such opinions as required.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Bravo Multinational Incorporated and Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
5. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
(b) Governing Law. This agreement and all transactions contemplated hereby, shall be Governed by, construed and enforced in accordance with the laws of the State of Virginia. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the City of Virginia Beach, State of Virginia. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first written below.
Signed, sealed and delivered in the presence of:
By: /s/ Richard Kaiser (Seller)
Richard Kaiser, CFO/ Director
Bravo Multinational Incorporated
2020 General Booth Blvd., Unit 230
Virginia Beach, VA., 23452
Phone:757-306-6090
Email:rich@XXXX
Date: 07/18/2019
By: /s/ Mark Corrigan (Purchaser)
Dr. Mark Corrigan, Individual
XXXXXXXXX
XXXXXXXXXX
Phone:702-XXXXXXXX
Email:XXXXXX
Date:07/16/2018
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EXHIBIT "A AMOUNT, PAYMENT, and DELIVERY OF PURCHASED SHARES
(a) Consideration. As total consideration for the purchase and sale of the Bravo Multinational Incorporated stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of Thirty Thousand Dollars ($30,000), such total consideration to be referred to in this Agreement as the "Purchase Price."
(b) Payment. The Purchase Price shall be paid as follows:
i. The sum of Thirty Thousand Dollars ($30,000) to be delivered to Seller within 48-hours upon the execution of this Agreement.
(c) Delivery. Seller upon receipt of Thirty Thousand Dollars ($30,000) from Purchaser will deliver restricted 144 legend shares at a cost basis of $0.20 (twenty cents) per share for a total issuance of 150,000 (one hundred fifty thousand) 144-shares of Bravo Multinational Incorporated shares, issuance to be delivered to Purchaser as BOOK ENTRY position to address first written above within 10 (ten) working days upon receipt of monies based on this agreement.
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Exhibit 10.14
CONSULTING AGREEMENT
This Agreement is made effective as of July 01, 2019, by and between Bravo Multinational Inc, of 2020 General Booth Blvd Suite 230, Virginia Beach, Virginia 23454, and RSDI Enterprises, of XXXXXXX, Lansing, Michigan 48906.
In this Agreement, the party who is contracting to receive services shall be referred to as "Bravo Multinational Inc", and the party who will be providing the services shall be referred to as "Aldo Dalla-Vecchia". Aldo Dalla-Vecchia has a background in Consulting and is willing to provide services to Bravo Multinational Inc based on this background.
Bravo Multinational Inc desires to have services provided by Aldo Dalla-Vecchia. Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on July 01, 2019, Aldo Dalla-Vecchia will provide the following services (collectively, the "Services"): General Consulting for Management
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Aldo Dalla-Vecchia shall be determined by Aldo Dalla-Vecchia. Bravo Multinational Inc will rely on Aldo Dalla-Vecchia to work as many hours as may be reasonably necessary to fulfill Aldo Dalla-Vecchia's obligations under this Agreement.
3. PAYMENT. Bravo Multinational Inc will pay a fee to Aldo Dalla-Vecchia for the Services in the amount of $10,000.00. This fee shall be payable in a lump sum upon completion of the Services.
4. NEW PROJECT APPROVAL. Aldo Dalla-Vecchia and Bravo Multinational Inc recognize that Aldo Dalla-Vecchia's Services will include working on various projects for Bravo Multinational Inc. Aldo Dalla-Vecchia shall obtain the approval of Bravo Multinational Inc prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement shall terminate automatically on September 30, 2019.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Aldo Dalla-Vecchia is an independent contractor with respect to Bravo Multinational Inc, and not an employee of Bravo Multinational Inc. Bravo Multinational Inc will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Aldo Dalla-Vecchia.
7. INDEMNIFICATION. Aldo Dalla-Vecchia agrees to indemnify and hold harmless Bravo Multinational Inc from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Bravo Multinational Inc that result from the acts or omissions of Aldo Dalla-Vecchia, Aldo Dalla-Vecchia's employees, if any, and Aldo Dalla-Vecchia's agents.
8. RETURN OF RECORDS. Upon termination of this Agreement, Aldo Dalla-Vecchia shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Aldo Dalla-Vecchia's possession or under Aldo Dalla-Vecchia's control and that are Bravo Multinational Inc.'s property or relate to Bravo Multinational Inc.'s business.
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9. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
IF for Bravo Multinational Inc:
Bravo Multinational Inc
Richard Kaiser
Secretary
2020 General Booth Blvd Suite 230
Virginia Beach, Virginia 23454
IF for Aldo Dalla-Vecchia:
RSDI Enterprises
XXXXXXXX
Lansing, Michigan 48906
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Michigan.
15. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.
16. ASSIGNMENT. Aldo Dalla-Vecchia agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of Bravo Multinational Inc. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Bravo Multinational Inc with, or its merger into, any other corporation, or the sale by Bravo Multinational Inc of all or substantially all of its properties or assets, or the assignment by Bravo Multinational Inc of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
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This Agreement shall be signed on behalf of Bravo Multinational Inc by Richard Kasier, Secretary and on behalf of Aldo Dalla-Vecchia by Aldo Dalla-Vecchia, Principal and effective as of the date first above written. This Consulting Agreement is executed and agreed to by:
July 26, 2019
/s/ Richard Kaiser
CFO/Director
July 26, 2019
/s/ALDO Dalla-Vecchia
President, RSDI Enterprises
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