SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

                                                                                      (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 or

(Mark One)

[X]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

[ ]

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

For the transition period from ____________________ to _____________________

Commission File No. 000-53505 

BRAVO MULTINATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

DelawareWyoming

26-126696785-4068651

(State or other jurisdiction of incorporation or organization)

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


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


23454
(Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:

None

 

 

Securities registered under Section 12(g) of the Exchange Act:

Common stock, par value $0.0001 per share

 

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] 'NoNo [X]'

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes [ ][X] No [ 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 [ ][X] No [ X]


i]


-i-

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ][X]

Smaller reporting company [X]

Emerging Growth [ ]

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

The aggregate market value of the registrant’s10,962,523 shares of common stockequity held by non-affiliates ofcomputed by reference to the registrant on December 31, 2017 based on the closing saleaverage bid and ask price of $0.58$0.14 per share of the registrant’sregistrant's common stock as(as reported on the OTCQBOTCPINK operated by The"The OTC Markets Group, Inc. on December 29, 2018") at which the common equity was last sold as of the last business day of its most recently completed second fiscal quarter (June 30, 2020) was approximately $706,946 (1,218,873 shares held).  The stock price of $0.58 at December 31, 2017, takes into account a one for 300 reverse stock-split on January 16, 2017.$1,534,753. Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’sregistrant's classes of common stock, as of the latest practicable date.  At March 6, 201902, 2021 the registrant had outstanding 8,779,058 shares47,641,011shares of common stock, par value $0.0001 per share.


ii-ii-


Table of Contents

INDEX

Page

PART I

 

-Page-

Item 1.

 Business

2

Item 1A.

 Risk Factors

54

Item 1B.

 Unresolved Staff Comments.

4

Item 2.

 Property

54

Item 3.

 Legal Proceedings

65

Item 4.

 Mine Safety Disclosures

65

 

 

 

PART II

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

76

Item 6.

 Selected Financial Data

1611

Item 7.

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

1611

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

1914

Item 8.

 Financial Statements and Supplementary Data

1914

Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1914

Item 9A.

 Controls And Procedures

1914

PART III

Item 10.

 Directors, Executive Officers and Corporate Governance

2116

Item 11.

 Executive Compensation

2823

Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3126

Item 13.

 Certain Relationships and Related Transactions and Director Independence

3227

Item 14.

 Principal Accountant Fees and Services

3327

 

 

 

PART IV

 

 

Item 15.

 Exhibits, Financial Statement Schedules

34

28

Signatures

 

3731

-1-


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act").  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes”"expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel.  These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, as well as those discussed in the section “Item"Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations."  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1. Business. 

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"San Diego SoccersSoccers" 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, which is the purchase and leasing of gaming equipment.  The change of name was the to be effective upon compliance with all regulatory requirements mandated by FINRA.  Further, as a result of the change of the Registrant's name the trading symbol for the shares of the Registrant's common stock has been changed to “BRVO.”"BRVO." Registrant's CUSIP identifier has been changed to 10568F109.

-2-

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 Board of Directors of the Company unanimously approved an amendment to the Company’sCompany's Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-three hundred (1-for-300) reverse stock split of our common stock.  Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware. The amended Articles of Incorporation increased the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $.0001$0.0001 per share. The preferred shares are blank check preferred. Registrant's CUSIP identifier has been changed to 10568F208.

 

-2-On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its "blank check " preferred stock as Series ‘A’ Preferred Stock, which left 40,000,000 "blank check" authorized but unissued. The Preferred Series 'A' had a par value of $0.0001 per share, and entitled holders to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock. Currently, there are no Series ‘A’ Preferred shares outstanding.


On October 09, 2020, The Company moved it state of incorporation from the State of Delaware to the State of Wyoming. After the move to Wyoming, authorized capital of Bravo Multinational Incorporated consists of an unlimited number of shares of Common Stock, par value $0.0001 per share, an unlimited number of shares of Preferred Stock, $0.0001 par value per share and an unlimited number of shares of Series Preferred 'A' stock at a par value of $0.0001, which has the same characteristics as described above. The reincorporation did not affect total stockholder equity or total capitalization of the Company (See Exhibit 3.1).

Former Business

Over the years, and prior to our entry into the business of the leasing of gaming equipment as described below, we have been engaged in various businesses, including the leasing of mining claims. On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from Bisell Investments Inc. and New Vision Financial Ltd., two of our then major stockholders, for a total of 90,000,000 shares of our common stock.  We acquired a 100% interest in 103 acres, and a 29.167% interest in 76.63 acres, respectively.  We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management (the “BLM”), each of which covered approximately 20 acres, or approximately 100 acres in total. 

We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest.  We allowed all of our BLM unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future. Currently, the carrying value on such patented claims werewas 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. 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

Current Business

We are currently engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua in 2017 due to political and economic instabilities. We are planning to operate our business in the US and other more stable democracies in Latin America.

 

On September 19, 2013, Universal Equipment SAS, Inc., our wholly-owned subsidiary, entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post reverse-split on March 6, 2014).  The closing occurred on March 6, 2014.  The gaming equipment included approximately 67 video poker and slot machines; eight blackjack and miscellaneous game tables, and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment, and miscellaneous office equipment, like chairs and tables.

Upon closing of the acquisition of the gaming equipment, through our wholly owned subsidiary Universal Entertainment SAS, Inc. on March 6, 2014, we leased the gaming equipment to Vomblom & Pomare S.A., a company formed under the laws of the Country of Colombia, and controlled by Claudia Cifuentes Robles, pursuant to a lease agreement which provided for lease payments of $700,000 per year, payable in the amount of $58,333 per month, with a term of five years with one five year renewal option.  The gaming equipment was to be used primarily in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia.  However, some of the gaming equipment, such as video poker and slot machines, could have been placed in retail locations under agreements with the retail merchants to divide winnings from the machines.

-3-


The above referred to lease agreement was cancelled by Universal Equipment SAS, Inc., on June 18, 2015, due to non-payment of the lease payments.  And, Universal Equipment SAS, Inc. ceased operations and the inventory of machines was subsequently written-off.

       On May 4, 2016 the company closed an “Equipment Purchase Contract” agreement to purchase 500 gaming machines from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation. The company then initiated a program to offer for retail sale individual gaming machines. The company engaged GameTouch LLC to oversee the promotion and sale of this equipment.

On May 30, 2017 the Company signed an agreement to purchase 100 additional gaming machines (as per the Equipment Purchase Contracts signed May 4, 2016) for a total new advance of 100 units in aggregate at a cost of $445,000 to be paid 50% in cash as a loan payable and 50% in common restricted stock.  

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Rentcom, Inc. for a financed amount of $76,000.   The note earns $3,040 in interest, which is due in one lump payment by December 30, 2017.  The Loan is guaranteed by Douglas Brooks, Principal officer at Rentcom, Inc. (read Subsequent Event section).

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $152,000. This note earns $6,080 in interest, which is due in one lump payment by December 30, 2017.  The loan is guaranteed by Paul Parliament Principal Officer at Investcom, Inc. (read Subsequent Event section).

On August 16, 2017 the Company completed an asset purchase for 300 slot and video poker machines, providing an immediate new revenue stream for Bravo. The contract is valued at $3,618,000.  These 300 gaming machines were to become operational in numerous locations throughout Nicaragua. Management employed the services of Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, to manage the daily operations of the machines, and the Company pays Centro de Entretenimiento y Diversion Mombacho S.A. a 25% managment fee per machine based on the net win of gaming revenues per machine.

On August 18, 2017, the Company upgraded its shares to the QB trading platform on OTCMARKETS.COM (OTCQB.BRVO). The OTCQB trading platform allowed the Company to obtain greater market exposure as it initiates its next steps and advances the growth of the business.

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament.

-4-


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

-3-

 

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

Throughout 2018, 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 Filing)Company by evaluating gaming operations as they might exist in the USA and Canadian markets and other more stable democracies within Latin America. .

Throughout 2019, management evaluated other possible casino gaming operations with the expectation of finding an economic viable operation. Also, in 2019, management did due diligence on other industry opportunities outside of the casino gaming industries. Management determined and evaluated these opportunities and made the determination that moving forward was not accretive to the Company, and was unlikely to create meaningful shareholder value.

Throughout 2019 and 2020, management evaluated other possible casino gaming operations with the expectation of finding an economically viable business model. Also, management is in the process of conducting due diligence and negotiations in connection with other opportunities outside of the casino gaming industry.

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. 

Item 1A.Risk Factors

Not applicable.

Item1B.

Item1B. Unresolved Staff Comments.

 

None.

Item 2. Properties.

We sub-leased 1,200 square feet of

The Company office spaceis located at 590 York Road, Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0, from a Canadian company owned by Paul Parliament, our chairman and president, under a sub-lease that runs from April 10, 2015, to May 20, 2017, at a rate of $1,884 per month.  This sub-lease was extended until December 31, 2017 and the monthly rental amount for the months of February 2017 through November 2017 were reduced to $942.00.   We expect that we could locate other suitable facilities at comparable rates, should we need more space. In November 2018, the Company moved its offices to 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454. Current rent expense is zero, since the Company is sharing office space at no cost with its Director and Acting CFO, Mr. Richard Kaiser.


-5-

-4-

A description of our mining properties is included in “Item"Item 1. Business”Business" and is incorporated herein by reference. We have written offwritten-off the cost of the mining properties inasmuch as the value of any future revenue is unknown. We believe that we have satisfactorygood title to our mining properties, subject to liens for taxes not yet payable, liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in a business. We believe thathave no plans to revive our mining operations at this time, although, we continue to evaluate the mining properties are adequate and suitable for the conductbenefits of a mining business in the future.doing so.

Our mining claims are listed below:

Name

Ownership Interest

Type of Claim

Acres

Poorman Lode Claim

29.167%

Patented

3.44

London Lode Claim

29.167%

Patented

17.52

North Empire Lode Claim

29.167%

Patented

1.25

Illinois Central Lode Claim

29.167%

Patented

2.85

South Poorman Lode Claim

29.167%

Patented

20.57

Jackson Lode Claim

29.167%

Patented

10.34

Oso Lode Claim

29.167%

Patented

20.66

A patented mining claim is one which the federal government has passed title to the claimant, making the claimant the owner of the surface and mineral rights.  An unpatented mining claim is one which is still owned by the federal government, but which the claimant has a right to possession to extracted minerals, provided the land is open to mineral entry. 

Item 3. Legal Proceedings.

Not applicable

None

Item 4. Mine Safety Disclosure(Disclosure(Removed and Reserved).

Not applicable.

-6--5-


PART II 

Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

Our common stock was tradedtrades on the OTCBB from November 23, 2009, until December 16, 2013, under the symbol “GHDC.”  Beginning on December 16, 2013, our common stock was traded on the OTCQB. On April 7, 2016, our trading symbol was changed from "GHDC" to “BRVO.” Since our common stock has been traded on theOTC Markets - Pink, OTCPK, under the trading symbol "BRVO."

On June 18, 2017 all shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Shares to treasury, leaving zero shares of preferred stock issued and outstanding.

The following table sets forth the high and low bid prices for our common stock on the OTCBB, the OTCQB, and the OTCPK as reported by various market makers.  The quotations do reflect the one for 300 reverse split of our common stock that was effective January 16, 2017 but it does not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

 

 

 

 

 

 

 

High

Low

Fiscal 2016 Quarter Ended:

 

 

 

 

March 31, 2016

 

$0.068

$0.04

 

June 30, 2016

September 30, 2016

December 31, 2016

 

    $0.0799

    $0.032

    $0.0325

      $0.0169

      $0.0106

      $0.0033

 

 

 

 

 

 


 

 

High

Low

Fiscal 2017 Quarter Ended (1):

 

 

 

 

March 31, 2017

 

$0.90

$0.99

 

June 30, 2017

September 30, 2017

December 31, 2017

 

    $3.49

    $1.05

    $0.68

      $3.20

      $0.90

      $0.55

 


makers: 

(1) This price takes into account the one for 300 reverse split which occurred on January 16, 2017.

 

 

High

Low

Fiscal 2019 Quarter Ended (1):

 

 

 

 

March 31, 2019

 

$0.63

$0.63

 

June 30, 2019

September 30, 2019

December 31, 2019

 

    $0.48125

    $0.50475

    $0.302

      $0.48

      $$0.50475

      $0.2621

 

 

 

High

Low

Fiscal 2020 Quarter Ended

 

 

 

 

March 31, 2020

 

$0.24

$0.20

 

June 30, 2020

September 30, 2020

December 31, 2020

 

    $0.14

    $0.08

    $0.105

      $0.14

      $0.057

      $0.081

 

 

As of December 31, 20172020 we had 3,812,39147,641,001 shares of our common stock outstanding. Our shares of common stock are held by approximately 118122 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.

 

-7--6-


Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

Preferred Stock

In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001 per share,

Bravo Multinational, Inc. is authorized to issue 50,000,000an unlimited number of shares of “Blank Check”"Blank Check" Preferred stock, with a par value of $0.0001 per share. There are no “Blank Check”"Blank Check" preferred shares outstanding and there is no trading market for our "Blank Check" preferred stock. .

Additionally, the Company is authorized to issue Series 'A' Preferred stock. The Series 'A' Preferred stock has a par value of $0.0001 per share, and each share is entitled to receive one hundred (100) times the dividends per share of common stock, each shares has voting rights equal to 100 shares of common stock, and they have liquidation rights and conversion rights equal to 100 shares of common stock. There are no Series 'A' Preferred outstanding at this time, and there is no trading market for the shares of our preferredSeries 'A' Preferred stock.

On June 18, 2017 all shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Share treasury, leaving zero shares issued and outstanding.

As Such, the Preferred ‘A’ Shares have been cancelled and no issuances of the “Blank Check” Preferred have occurred as of December 31, 2017.

 

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

On July 19, 2019, the dates specified below, we have issuedCompany signed a stock purchase agreement with an outside party in the amount of $30,000 for one hundred fifty thousand (150,000) shares of ourrestricted common stock and preferred stock to various parties:

On the dates specified below, we have issued shares of our common stock and preferred stock to various parties:

- On May 5, 2016 we issued 9,329 shares of our common stock to Julios Kosta in connection with the closing of an asset purchase contract, with a value of $75,564. *

- On May 5, 2016 we issued 166,667 shares of our common stock to Bravo Gaming Corporation, a wholly owned subsidiary of Bravo Multinational Incorporated, with a value of  $1,250,000.

- On May 5, 2016 we issued 5,000 shares of our common stock to Alfonso Castiglione in connection with the closing of an asset purchase contract, with a value of $40,500*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Lori Goldfinger in connection with the closing of an asset purchase contract, with a value of $27,000*(See Exhibit 10.16).

 

-8-


- On May 5, 2016 we issued 3,532 shares of our common stock to Silvia Ibarra  in connection with the closing of an asset purchase contract, with a value of  $28,601*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Uri Igra in connection with the closing of an asset purchase contract, with a value of $27,000*

- On May 5, 2016 we issued 3,334 shares of our common stock to Micheal Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Lisa Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Daryl Nisivoccia in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Olga Lopez Rojas in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 474 shares of our common stock to Andrew Vajda in connection with the closing of an asset purchase contract, with a value of $3,834.*

- On May 5, 2016 we issued 3,334 shares of our common stock to David Ziruinikoff  in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 9,540 shares of our common stock to Claudia Cifuentas Robles in connection with the closing of an asset purchase contract, with a value of $372,045* 

- On June 30, 2016 we issued 1,982 shares of our common stock to Allen Simon as per his advisory agreement contract for the pay period of the preceding 8 months, with a value of $19,250.*

- On July 12, 2016  3,744 of our common stock to Julios Kosta as per his employment contract for pay compensation, with a value of $23,583.*

- On July 20, 2016 we issued 24,766 of our common stock to Douglas Brooks for Promissory Note conversion with a value of $112,275.*

- On July 20, 2016 we issued 42,219 of our common stock to Paul Parliament for Promissory Note conversion with a value of $191,614.*

- On August 1, 2016 we issued 3,334 shares of our common stock to RedChip Companies Inc., for Public Relations services as per a contract, with a value of $17,000*

- On September 19, 2016 we returned to treasury for cancellation 10,000 shares of our common stock issued to FMW Media Works Corp., with original issuance value of  $84,000.*

-On April 6, 2017 we issued 441,176 shares to Mr. Julios Kosta on an advance asset purchase contract of 100 gaming machines, valued at $225,000.

-On May 30, 2017 we issued 321,429 shares to Mr. Julios Kosta on an advance asset purchase contract of 100 gaming machines, valued at $225,000.

-On May 30, 2017, we issued 75,000 shares of our common stock to Ms. Kim Davis of Var Growth, Inc. for marketing consultation services as per contract terms, valued at $52,500 (1).

-On June 2, 2017 we issued 40,000 shares to Mr. Toghrol Dindoust on a promissory note conversion valued at $22,400.

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-On July 5, 2017 we issued 72,520 shares to Mr. Martin Wolfe on conversion of his October 3, 2016 promissory note, valued at $221,256.

-On August 15, 2017, we issued 15,000 shares to Mr. Toghrol Dindoust on a promissory note conversion valued at $16,000.

(1) The Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares, 75,000 shares effective May 30, 2017, subsequently, the contract was cancelled in August, 2017 for specific non-performance.

*Adjustments to stock issuance accounts for the reverse split of 1:300 common shares effectuated April 3, 2017, all fractional share amounts after split round upwardly to next whole share

The securities described abovewere issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act.  Each investor acquired his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of our securities.  Our securities were sold only to accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion.  Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.

All

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On February 4, 2020, Bravo Multinational, Inc. issued 2,500,000 shares of its Preferred Series 'A' shares pursuant to an exemption from registration provided by Section 4(2) of the above described investors who receivedSecurities Act of 1933.

Subsequently, on December 7, 2020, Bravo Multinational Incorporated, issued 30,000,000 shares of ourits common stock in exchange for the 2,500,000 shares of its Preferred Series 'A' shares then outstanding. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances. In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. Following this transaction the Series 'A' Preferred shares were returned to authorized but unissued status.

Corporate Actions

On October 4, 2019 the Company amended its Articles of Incorporation with the State of Delaware to designate 10,000,000 shares of its 50,000,000 "Blank Check" preferred stock were provided with access to our filings withSeries 'A' Preferred Stock. The Preferred Series 'A' has a par value of $0.0001 per share, and entitles the SEC, includingholder to receive one hundred (100) time the following:

·The information contained in our annual report on Form 10-K under the Exchange Act.dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock.

 

·On September 25, 2020, the Company filed a Definitive Information Statement on a shareholder consent to reincorporate Bravo Multinational Incorporated from the State of Delaware to the State of Wyoming (See Exhibit 4.1)

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Directors

The information contained in any reportsfollowing persons were elected to the board of directors to serve until the next annual meeting or documents requireduntil their replacement is elected:

Merle Ferguson

Director

Richard Kaiser

Director

John LaViolette

Director

Steven Gagnon

Director

Sasha Shapiro

Director

Employment Contracts

On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Merle Ferguson as the Company's Chairman & President with an annual salary of $300,000 to be filed bypaid in cash, shares or combination of cash and shares. 1,500,000 Preferred Series 'A' shares were issued to Mr. Ferguson as part of the compensation agreement (See Exhibit 10.10). On December 7, 2020, Bravo Multinational under sections 13(a), 14(a), 14(c), and 15(d)Incorporated, issued 20,000,000 shares of its common stock issued to Mr. Ferguson in exchange for the return of the Exchange Act since1,500,000 shares of its Preferred Series 'A' shares.

On February 1, 2020, the distributionBoard of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or filingcombination of cash and shares. 500,000 Preferred Series 'A' shares were issued to Mr. Kaiser as part of the reports specified above.compensation agreement (See Exhibit 10.11). On December 7, 2020, Bravo Multinational Incorporated, issued 5,000,000 shares of its common stock to Mr. Kaiser in exchange for the return of the 500,000 shares of its Preferred Series 'A' shares.

 

·A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.Consulting Agreements

 

On February 2, 2020, The Company signed a consulting agreement with Ms. Susan Donohue. In consideration for entering into that contract, the Company issued a one-time payment of 500,000 Preferred Series 'A' shares to Ms. Donohue as payment-in-full for the agreement (See Exhibit 10.12). On December 7, 2020, the Series A Preferred shares issued to Ms. Donohue were returned to the Company in exchange for 5,000,000 shares of common stock.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

There were no purchases of our equity securities by Bravo Multinational or any affiliated purchasers during any month within the fiscal year covered by this report. 

 

-10-Corporate Events During 2019

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

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

On July 19, 2019, the Board of Directors approved the issuance of 73,171 S-8 free traded shares of common stock to Mr. Paul Parliament for his consulting services rendered based on the closing price of the Company's stock on July 19, 2019); shares were issued on January 28, 2020

On October 4, 2019 the Company amended its Articles of Incorporation with the State of Delaware to designate 10,000,000 shares of its 50,000,000 authorized shares of "Blank Check" preferred stock to Preferred Stock Series A. The Series A has a par value of $0.0001 per share, and entitles the holder to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock (see Exhibit 3.1).

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Corporate ActionsEvents During 2020

On January 28, 2020, the Company issued 73,171 shares of the Company’s S-8 registered common stock in settlement of amounts owed on a consulting agreement that was entered into on November 28, 2018 (See Note 10 Financial Statements).

To repay Mr. Parliament for funds he advanced for the benefit of the Company on $28,580 he was issued 132,482 shares of the Company’s common stock (See Note 10 Financial Statements).

 

On February 13, 20171, 2020, the Board of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or a combination of cash and shares. (See Note 10 Financial Statements)

On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or a combination of cash and shares. (See Note 10 Financial Statements).

On February 4, 2020, the Board of Directors approved a 3-year non-employee consulting contract for Mr. Susan Donohue A one-time issuance of 500,000 Preferred Series 'A' shares were issued as payment for the 3-year agreement (See Note 7 Financial Statements).

On February 7, 2020, the Company converted Richard Kaiser's $117,476 promissory note, dated October 3, 2016 into 587,380 shares of Bravo common stock (See Note 10 Financial Statements).

On February 7, 2020, the Company converted Douglas Brook's $285,270 promissory note, dated October 3, 2016 into 1,426,350 shares of the common stock of Bravo (See Note 10 Financial Statements).

On February 7, 2020, the Company converted Paul Parliament's $468,473 promissory note, dated October 3, 2016 into 2,192.365 shares of Bravo common stock (See Note 10 Financial Statements).

On February 7, 2020, the Company converted Marsid Parliament's $ 268,279 promissory note, dated November 19, 2018 into 1,341,395 shares of Bravo common stock (See Note 10 Financial Statements).

On July 29, 2020, Julios Kosta sent a written notification to the Company's management that he forgave the Company's $40,127 obligation owed to him and his company, Centro de Entertenimento y Diversion Mombacho, S.A. ("Mombacho") (See Note 9 Financial Statements).

On September 25, 2020, The Company filed with U.S. Securities and Exchange Commission anthe SEC a Definitive Information Statement- DEF 14 C, which was mailed to its shareholders of record as of January 16, 2017.  The mailer voted in favorStatement for the purpose of a Reverse Stock Split, Electionshareholder consent to move the Company's state of Directors, Authorizationincorporation from the State of additional ClassDelaware to the State of Shares and Change in Auditor.Wyoming.

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, and reported that directors of Company are Mr. Merle Ferguson and Mr. Richard Kaiser (read “Subsequent Event section).

Reverse Stock Split 

The Articles of Incorporation of the Company were amended to provide that each three hundred shares of common stock outstanding will be converted into one share of common stock (reverse 300:1) of the Company.

Preferred Shares Cancelled

On June 18, 2017 all Preferred Shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Share treasury, leaving zero Preferred Shares issued and outstanding.

Election of Directors

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

Paul Parliament

Director*

Douglas Brooks

Director*

Richard Kaiser

    Director

* Resigned in November 19, 2018

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Authorization of Additional Shares

The Company's Articles of Incorporation amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares have a par value of $.0001 per share. The preferred shares are blank check preferred and they may be issued with the preferences determined at the discretion of the board of directors.  There were no preferred shares outstanding as of December 31, 2017.

Change in Auditor

Kappin Professional Corporation, Certified Public Accountants, Licensed Public Accountants, was approved to act as our outside auditors for our fiscal year ending December 31, 2016 and December 31, 2017.  Kappin Professional Corporation subsequently resigned from this position.

On April 12, 20172020 the Board of Directors of Bravo Multinational, Incorporated (the "Company") were notifiedInc. voted to elect Mr. John LaViolette, Mr. Steven Gagnon and Mr. Sasha Shapiro as new members of the resignationCompany's board of Kappin Professional Corporation - Certified Public Accountants and Chartered Accountants, Toronto, Canada (Kappin) as the Company's independent accountants, effective immediately. Kappin was retained and the Company never filed with the SEC audited financial statements which used the opinion of Kappin. Following Kappin's resignation on April 12, 2017 the Board appointed the firm of BF Borges CPA PC, to serve as the Company's independent public accountants. On April 16, 2017, BF Borges CPA PC located in Colorado became the Company's new auditing firm (See Form 8-K dated April 12, 2017).directors.

Contract Cancellations, Contract Changes, and Officer Changes

Jack Frydman's consulting agreement was cancelled January 6, 2017, and no further compensation has been given to him since September 1, 2016.  Mr. Frydman agreed to the cancellation of his contract.

Mr. Martin Wolfe resigned as the Company's CFO and Treasurer, effective February 28, 2017. On that date, Mr. Richard Kaiser was appointed as Interim CFO.  Accordingly, Mr. Kaiser's current positions with the Company are Interim CFO, Secretary, Corporate Governance Officer and Director.

On January 6, 2017November 27, 2020 the Company's Investor Relation Firm, RedChip Companies, Inc. agreed to reduce it contract compensation amount from $5,000 to $2,500 per month.  Management decided not to renew the RedChip Companies, Inc. investor relations contract which expired August 1, 2017.

On May 30, 2017, the Company’s Board of Directors agreedof Bravo Multinational, Inc. formed a "Business Advisory" board whose objective was to hire Var Growth, Inc., a Florida Corporation, to provide marketing consultation.  Var Growth is to receive 150,000 shares of BRVO restricted shares. 75,000 shares were issued on May 30, 2017 as compensation for all services. The remaining 75,000, which were to be issued September 30, 2017, were suspended from issuance due to non-performance. The contract was for 2-years starting May 30, 2017, at a cost of $105,000 but it was cancelled.

The Company's head office rent was extended to December 31, 2017 with a rent reduction from $1884 per month to $942 per month for the months of February 2017 through November 2017. 


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In November 2018,assist the Company moved it office to 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, this move correlated with the resignationevaluation of Mr. Paul Parliamentbusiness opportunities within the media, entertainment, and Mr. Douglas Brooks as officers and directors of the Company.

Recapitalization

  On April 3, 2017, FINRA-approved the Company's 1:300 reverse stock split.

Promissory Note

On June 2, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust on the principal sum of twenty two thousand dollars US ($22,400), at an at Eight percent interest (8%) rate per annum. Payments of interest shall be made on a quarterly basis from the date of this Note until maturity Twenty Four (24) months from the date. Subsequently, the note immediately converted on June 2, 2017 to 40,000 restricted 144-shares valued at $40,400. A loss on conversion was recorded by the Company in the amount of $18,000. No interest was accrued.

On June 22, 2017 the Company issued a promissory note in the principal amount of $35,000. The note was for a term of 12 months and it earned interest at 8% per annum.  The note was issued as a full settlement for wages resulting from Mr. Wolfe’s past employment contract.

On July 5, 2017 Mr. Martin Wolfe converted his October 3, 2016 promissory note of $208,732 plus accrued interest of $12,523 for total note conversion of $221,256 to common restricted shares. The Company issued 72,520 shares of 144-restricted Common stock valued at $3.051 per shares based on a three days trailing average, in accordance with the terms of the note, which resulted in a value of $252,370.  Accordingly, a loss on conversion was recorded by the Company in the amount of $31,115.

On August 15, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust in the principal amount of sixteen thousand dollars US ($16,000).  The note earned interest at Eight (8%) percent per annum. Payments of interest were due to be made on a quarterly basis from the date of the Note until its maturity Twenty Four (24) months from the date of issuance. Subsequently, the note was converted on August 15, 2017 to 15,000 shares of restricted Rule 144-shares of common stock. The value at the date of conversion was $27,000, and accordingly a loss on conversion was recorded by the Company in the amount of $11,000.sports industries sectors.

 

On September 11, 2017November 30, 2020, the Company issued a promissory note onBoard of Directors appointed to the principal sum of $125,000 (one hunderd twenty five thousand dollars), paying an 8% (eight percent) annualized interest rate. Subsequently,"Business Advisory" board the note immediately converted on September 12, 2017 to 245,098 restricted 144-shares; no interest accrued.  The value at the date of conversion was $245,098, accordingly a loss on conversion was recorded by the Company in the amount of $120,098.following four individuals: Mr. Mark Greenberg, Mr. Neil Davis, Mr.Stephen Scheffer and Mr. Edward Pergjini. All four individuals accepted their positions.

 

On December 31, 2017, the Board7, 2020, Bravo Multinational Incorporated, issued 30,000,000 shares of Directors unanimously agreed to allow Marsdi  Parliament, daughter to Paul Parliamnet, to cancel and return to the Company’s treasury 245,098its common stock in exchange for 2,500,000 shares of commonits Series 'A' Preferred shares. The Board, in turn, recognizedoutstanding Series A shares were returned to authorized but unissued status, and approved a promissory note, which was issued to Ms. Parliament onat this time there are no Series 'A' shares outstanding.

 

-13--10-

 

December 31, 2017 with a face value of $125,000 (one hunderd twenty five thousand dollars).  This note paid interest at 8% (eight percent) per annum.  The term on the note is 24-months from date of issuance, and it matures on December 31, 2019.  The note can be converted at any time at ten cents ($0.10) per common share.

On December 31, 2017, the Board of Directors unanimously agreed to allow Isabell Pilon to cancel and return to the Company’s treasury 245,098 common shares.The board, in turn, recognized and approved the promissory note with a, face value of $125,000 (one hunderd twenty five thousand dollars).  The note pays interest at eight (8%) percent per annum.  The term on the note is 24-months from date of issuance, and it matures on December 31, 2019.  At anytime, the note may be converted into common shares at ten cents ($0.10) per share.

Gaming Machine Loans

 

On June 30, 2017 the Board of Directors agreed to provide financing to Rentcom. Inc, in the form of a promissory note for gaming equipment. The principal amount of the note was $76,000, and all principle plus $3,040 in interest was due in one lump payment by December 30, 2017. Rentcom, Inc. is an entity owned by Douglas Brooks. As ifBrooks, a former officer and director of the Company. For the years-ending December 31, 2020 and 2019, and as of the date of this filing, since the Company had not received any payments on the note and repayment terms were uncertain, thenote. The Company has provided an allowance on this notemade a provision in the amount of $76,000.$76,000 in its financial statements for this bad debt (See Note 6 Financial Statements)

On June 30, 2017 the Board of Directors agreed to provide financing for 6-months (due December 30, 2017) for gaming equipment purchased by Investcom, Inc. The face value of the note is $152,000, and all principle and $6,080 in interest iswas due in one lump payment on December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. As ifParliament, a former officer and director of the Company. For the years-ending December 31, 2020 and 2019, and as of the date of this filing, since the Company had not received any payments on the note and repayment terms were uncertain, thenote. The Company has provided an allowance on this notemade a provision in the amount of $152,000.$152,000 in its financial statements for this bad debt (See Note 6 Financial Statements).

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000, with interest at a rate of 8% per annum for gaming equipment purchases with thepurchases. The note plusand interest to be paid back in fullwere due and payable on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. As ifParliament, a former officer and director of the Company. For the years-ending December 31, 2020 and 2019, and as of the date of this filing, since the Company had not received any payments on the note and repayment terms were uncertain, thethis note. The Company has provided an allowance on this notemade a provision in its financial statements for the bad debt in the amount of $190,000.

                 Consulting Agreement

On May 30, 2017, the Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, to provide marketing consultation services.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares.  She is also to receive 75,000 shares of common stock on May 30, 2017. The remaining 75,000 shares were to be issued September 30, 2017. The Contract is for 2-years starting May 30, 2017, at a cost of $105,000. Due to illness and non-performance by its principal officer, the Board of Directors cancelled the$190,000 (See Note in August, 2017.

Subsequent Events

Throughout the operational year, 2018, 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 Nov 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.


-14-

On, January 01, 2018 the Company moved it primary office location from 590 York Road, Unit 3, Niagara On The Lake, Ontario Canada, L0S 1J0 to 30 West Beaver Creek Rd. Unit # 110 Richmond Hill, Ontario, Canada L4B 3K1.

On January 18, 2018, Mr. Marty Wolfe, former director and Chief6 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.Statements).

On March 13, 2018 the Board of Directors unanimously agreed to change the conversion price of all current Promissory Notes outstanding to $0.10 (ten cents), and any stock issuance done on these Promissory Notes shall be freely trading shares in accordance with the rules and regulation of the SEC on aged debt conversion issuances.

On March 15, 2018 Bravo filed a Form S-8 Registration Statement in order to pay its corporate executives. All overdue accrued wages up through March 31, 2018, and its 2017 Executive/Consultant bonuses were paid in shares from the effective S-8 share registration.  These shares were issued at the closing bid-price of the Company stock prior trading day and before March 31, 2018.

On March 13, 2018, the Board of Directors unanimously agreed to allow Marsdi  Parliament, daughter to Paul Parliament, to convert her promissory note for ten cents ($0.10) per common share.

On March 13, 2018, the Board of Directors unanimously agreed to allow Isabell Pilon to convert her primssory note for ten cents ($0.10) per common share.

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.

On November 27, 2018 The Company’s Management filed a SCHEDULE 14f-1, a notice of change in control of the Registrant with the SEC.

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.


-15-

·

The Board of Directors agreed to pay all accrued executive officer and director wage compensation in S8 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 Company’s new President and CEO, and Mr. Ferguson accepted the positions as the Company’s 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 Company’s other officers and its board of directors.

·

The Board of Directors nominated Mr. Merle Ferguson as the Company’s 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 Company’s officers and its board of directors.

As of December 31, 2018, the 2 remaining gaming machines owned by Bravo Multinational, Inc. have been written off as a non-performing asset due to the fact the Company cannot collect on gaming monies due to the economic and political upheavals in Nicaragua.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.

 

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings “Special"Special Note Regarding Forward-Looking Statements."

Unless the context otherwise suggests, “we,” “our,” “us,”"we," "our," "us," and similar terms, as well as references to “BRVO”"BRVO" and “Bravo"Bravo Multinational Incorporated," all refer to the “Company”"Company".

As mentioned above, over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we had been engaged in the business of owning and leasing mining claims,  see “Item"Item 1.  Business - Former Business."

For a complete discussion of our former leasing of mining claims, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.  

Reverse Stock Split 


-16--
-11-

On January 16, 2017,

Coronavirus Impact (COVID-19)

Due to 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 asrecent outbreak of the closecoronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy.

Management is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on January 16, 2017. The reverse stock split had nothe Company's operations which could have a material adverse effect on the par valueCompany's current financial position, future results of operations, or liquidity, because its common stockcurrent operations are limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status, could have a negative impact on the Company's prospects and did not reduce the numberconsistency of authorized sharesprogress in the areas of common stock but reducedrevenue generation, liquidity, and generation of capital resources. 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 numbercompany 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 adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of issuedthe coronavirus on our operations. The global economic slowdown and outstanding sharesthe other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of common stock byoperations and growth prospects. In addition, to the ratio. Accordingly,extent the issuedongoing COVID-19 pandemic adversely affects the Company's business and outstanding shares, stock options, net loss per share,results of operations. It may also have the effect of heightening many of the other risks and other per share disclosures for all periods presented have been retrospectively adjusted to reflectuncertainties which the impact of this reverse stock split.Company faces.

Going Concern

As of December 31, 2017,2020, Bravo Multinational had an accumulated deficit of $27,938,281.

$89,992,536. Our independent certified public accountants have stated in their report on our audited financial statements for the calendar year-end that there is a substantial doubt about our ability to continue as a going concern. While we are attempting to generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues will improve the Company's operating results. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. This issue is addressed in footnote 4 to the finanicalfinancial statements.

Year Ended December 31, 2017,2020, compared to the Year Ended December 31, 20162019

Revenues for the Company’sCompany's year ended December 31, 20172020 totaled $1,815,978$-0- and for year ended December 31, 20162019 totaled $741,845 from sales of its gaming machines. The increase of $1,031,820 as compared to the same period ending December 31, 2016 was attributed to increase in sales of the Company’s gaming machines.$-0. No machines sales occurred duringthroughout the 4th quarter endingyears ended December 31, 2017 in part due to the civil2019 and governmental unrest throughout Nicaragua which caused the Company to suspend its gaming operations in this area.2020.

Cost of Goods Sold for the year endingended December 31, 20172020 totaled $1,356,326 compared to $477,000$-0- and for year ended December 31, 2016. The $879,326 increase in cost of goods sold was due to increases in the number of2019 totaled $-0. No gaming machines were purchased or sold 242 machines sold in 2017 compared to 106 machines sold in 2016,during the years ended December 31, 2020 and depreciation cost $258,382 associated to the 300 machines owned by Bravo Multinational, Inc.2019.

Gross margins in 2017for the years ended December 31, 2020 and 20162019 were 25.3% and 35.7%0%, respectively, the decrease in 2017 was due the increases in gaming machine sold, 242 machines sold in 2017 compared to 106 machines sold in 2016. And, included in 2017 increase of cost of goods sold is $258,382 of depreciation from 300 machines purchased by the company to create income in the form of machine income.respectively.

Gross profit for the year ended December 31, 20172020 and 2019 were $-0-, respectively. The was $459,652 as compared to gross profit for $264,845 for the year ended December 31, 2016. The $194,807 increase in$-0- gross profit for the period endedyears ending December 31, 2017 compared to year ended December 31, 2016 was2020 and 2019, due to an increase inthe fact that no gaming machine sales during 2017.machines were bought or sold.

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General and Administrative expenses for the year ended December 31, 20172020 totaled $597,484$16,045 compared to $157,884$23,599 for year ending December 31, 2016,2019. The decrease was primarily attributed to lower printing costs due to increases in bad debt expensethe fact that the Company became a fully reporting Company with the SEC during that period.

Professional Fees for the year ending December 31, 2020 totaled $70,930 compared to $124,452 for year ending December 31, 2019, the decrease was attributed to lower legal and accounting fees incurred as a fully reporting Company with the SEC.

Board of $463,037.Director fees for the year ending December 31, 2020 totaled $48,435,417 compared to $-0- for year ending December 31, 2019, the increase was attributed to the imputed value of $48,000,000 from the issuance of 2,000,000 Series 'A' Preferred shares and accrued compensation of $435,417 for pay of two of the Company's Board of Directors per terms of their employment contracts.

Consulting fees for the year ending December 31, 2020 totaled $12,000,000 compared to $30,000 for the year ending December 31, 2020, the increase was attributed to the imputed value from the issuance of 500,000 Series 'A' Preferred shares per terms of the consulting agreement.

 

Net Loss

 

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Net loss for the year endingyears ended December 31, 20172020 and 2016, $1,765,0042019 were $60,473,829 and $2,184,472,$179,985, respectively. The increase in loss of $60,293,844 in 2020 was due to the implantation of accounting rules for the handling of equity based compensation

 

Liquidity and Capital Resources:

 

As of December 31, 2017,2020, our assets, consisting primarily of cash, totaled $474,$6,273. The Company's total liabilities at December 31, 2020 were $825,653, which consisted of mainly cash and Property & Equipment- net of accumulative depreciation. The Company’s total liabilities were $2,180,140 which consistedprimarily of accounts payable, accrued expenses, / feescustomer deposits, amounts due to related parties, notes payable, and accrued board of director loans.fees. As of this date the Company had an accumulated deficit of $27,938,281$89,992,536 and working capital of deficit of $1,699,195.$819,380. This significant increase in our deficit over the same period in 2019, is not due to operational issues, but is instead attributable to the accounting treatment of equity compensation issued during the period.


As of December 31, 2016,2019, our assets totaled $204,089,$16,286, which consisted of mainly ofcash and prepaid expenses and inventory.expenses. The Company’sCompany's total liabilities were $2,910,090$2,103,747, which consisted of accounts payable, accrued expenses, /customer deposits, amounts due to related parties, notes payable, accrued board of director fees, and director loans.stock payables to related parties. As of this date the Company had an accumulated deficit of $26,173,277$29,518,707 and a working capital of deficit of $2,539,314.$2,087,461.

 

Our independent auditors, in their report on the financial statements, have indicated that the Company’sThe Company's significant operating losses raise substantial doubt about its ability to continue as a going concern.concern (see footnote 4 to the financial statements). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 companyCompany 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 (See Note 4 in Financial Statements).plan. For the next 12 months the Company has an oral commitment from its CEO to advance funds as necessary to meetingmeet our operating requirement.

 

New Accounting PronouncementsInvesting Activities

 

Bravo Multinational Incorporated 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, orNet cash flow.used in investing activities was $-0- for both calendar years ended December 31, 2020, and 2019.

 

Cash from Financing Activities

Net cash provided by financing activities was $76,498 for year ended December 31, 2020, and was $166,575 for year ended December 31, 2019.

Recent Accounting PrincipalsPronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including those dealing with revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued at this time that might have a material impact on its financial position or results of operations.

 

Revenue RecognitionAccounting Principals

Our consolidated financial statements and accompanying notes are prepared in accordance with the United States generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.  Critical accounting policies include revenue recognition and impairment of long-lived assets.

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Stock-Based Compensation

In May 2014,June 2018, the FASB issued ASU 2014-09, "Revenue2018-07, 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 Contracts with Customers" (Topic 606), which was further updated in March, April, Maynonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 2016.15, 2018. The guidance inCompany is still evaluating this update supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition." Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer.ASU and anticipates it will not have significant impact on our condensed consolidated financial statements and related disclosures.

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.

 

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Subsequently, weWe 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

Item 8. Financial Statements and Supplementary Data.

 

The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1,et seq.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure. On April 12, 2017 the Board of Directors of Bravo Multinational Incorporated (the "Company") were notified of the resignation of Kappin Professional Corporation - Certified Public Accountants and Chartered Accountants, Toronto, Canada (Kappin) as the Company's independent accountants, effective immediately. Kappin was retained and the Company never filed with the SEC audited financial statements which used the opinion of Kappin. Following Kappin's resignation on April 12, 2017 the Board appointed the firm of BF Borges CPA PC, to serve as the Company's independent public accountants. On April 16, 2017, BF Borges CPA PC became the Company's new auditing firm.  They are located in Colorado (see Form 8-K filed April 14, 2017).

None

Item 9A. 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 Annual Report on Form 10-K. 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 December 31, 2017.2020.

 

Management’sManagement's Annual 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.

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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;

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(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

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

 

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2020. In making this assessment, management used the 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.

 

WeBased on management's evaluation, they have identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of December 31, 2017: 2020:

 

·

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



 

·

During the year ended December 31, 2017,2020, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

 

·

The Company is continuing the process of remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans, as capital becomes available to the Company, toincrease the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.

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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.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this.annual report.

 

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal controls over financial reporting during the quarteryear ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART III


Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table sets forth information concerning the directors and executive officers of Bravo Multinational as of December 31, 2017:2020:

Name

Age

Position

Director Since

Paul Parliament

52

Chairman of the Board, Chief Executive Officer, President, and Director

2012

Douglas Brooks

50

Vice President and Director

2015

Richard Kaiser

54

Secretary and Corporate Governance Officer, Interim Chief Financial Officer (Feb. 2017)

2016

Name

Age

Position

Director Since

Merle Ferguson74Chairman of the Board, Chief Executive Officer, President, and Director (Nov. 2018)2018

Richard Kaiser

56

Secretary and Corporate Governance Officer, Interim Chief Financial Officer (Feb. 2017)

2016

John LaViolette

60

Director

2020

Steve Gagnon

56

Director

2020

Sasha Shapiro

61

Director

2020

The following sets forth biographical information regarding the Company’sCompany's directors.

Paul Parliament has been

Mr. Ferguson became Chairman of the Board of the Company on July 8, 2013, and subsequently on December 1, 2016 he also became CEO and President of the Company.  Prior to that, he had no relationship with the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a membermajor in forestry and a minor in Business Management. In April of our board since October 31, 2012.  For1966, he enlisted in the last sevenyears,United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January 12, 2010 to March, 19, 2019, Mr. Parliament hasFerguson served as presidentChairman, Secretary, Treasurer and a majority shareholder of The Parliament Corporation and The Parliament Apartment Corporation, which are in real estate and development business.  Mr. Parliament has over 30- years experiences as a successful real estate developer, and as president of “Marsadi Layne Properties, Inc.,” “The Parliament Corporation,” “P.D.P Developments, Inc.,” and “The Parliament Apartment Corporation.”  Mr. Parliament has knowledge of property acquisitions, corporate finance, planning, permitting, staffing, management, and strategic business planning. On November 19, 2018 Mr. Parliament resigned as both officer and director.

Douglas Brooks has had a career in real estate.  From 1994 to 2000, he was secretary and director of Marsadi Layne PropertiesPredictive Technology Group, Inc., a large real estate property managercompany located in Salt Lake City, Utah, a biotech company involved in the manufacturing and developermarketing of products involving stem cells and genetic therapeutics. Predictive Technology Group, Inc.'s stock trades on the OTC Markets-Pink. From January 2009 to the present, Mr. Ferguson serves as Chairman, President, CEO, CFO and majority owner of Element Global, Inc., located in Southern Ontario.Las Angeles, California.  Element Global provides mining, media and energy services. Beginning in May, 2014, Mr. Ferguson also became Chairman and President of Element Global. The stock of Element Global is trades on the OTC Markets Pink, no information market. From 1996January 2002 to 2015,2014, Mr. Brooks has been presidentFerguson served as an Officer and chief executive officerDirector of Rentcom Plus Inc., a privately owned real estate corporation.  Mr. BrooksGold Rock. Since 2014, he has also been involvedserved as President, Chairman and CEO of Gold Rock, located in corporateVirginia Beach, Virginia, which manufactures homes using rare earth substances and recycled tires. Gold Rock Holdings, Inc. is traded on the over the counter market. The Board reviewed Mr. Ferguson's background and it considers him as qualified to fill this position, due to his extensive business including property management, financeexperience and real estate redevelopment.  He is a Member Broker and Broker of Record for the Real Estate Council of Ontario. On November 19, 2018 Mr. Brooks resigned as both officer and director.work with public companies.

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Richard Kaiser is the Company'sDirector, Acting CFO, corporate secretaryCorporate Secretary and corporate governance officer.Corporate Governance Officer. He has served as an officer and Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia Beach, Virginia. It has revenues of approximately $200,000 and it has four (4)Three (3) employees. In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College.)  The Board reviewed Mr. Kaiser’s background and considered him qualified for his position due to his educational background and his experience with SEC filings and public companies. From July 1, 2013 to the present, Mr. Kaiser has also served as a director, secretary and interim CFO of BioForce NanoSciences Holdings, a public company formed under the laws of Nevada with its headquarters located in Virginia Beach, Va.Virginia. BioForce NanoSciences Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. The Board reviewed Mr. Kaiser's background and considered him qualified for his position due to his educational background and his experience with SEC filings and public companies.

On November 9, 2015,

John LaViolette is the Company added Allen Simon,Co-Founder and Co-CEO of Element International Inc, and Co-CEO and Director of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information market. Mr. LaViolette was also a senior partner in the entertainment law firm of Bloom, Hergott, Diemer, Rosenthal, LaViolette, Feldman, Schenkman & Goodman LLP. He has deep relationships with all major Hollywood studios and networks and has represented a vast number of "A-list" actors, writers, and directors. The Board reviewed Mr. LaViolette's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

Steven Gagnon is the Co-Founder and Co-CEO of Element International Inc., and is Director, Co-CEO and COO of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information market. Mr. Gagnon has a 20-year history in media in the financing and production of film, television and music videos. Mr. Gagnon served as President of the sports group of Madison Sports and Entertainment Group, Inc., and worked as a Senior Advisorsupervisor in the offshore oil and construction industry for International Underwater Contractors. The Board reviewed Mr. Gagnon's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

Sasha Shapiro is President and Director of Element Global, Inc. and Vice Chairman and President of Element Media Group. The stock of Element Global trades on the Executive Committee.OTC Markets Pink, no information market. Mr. SimonShapiro is Managing Director of Media Content Capital, a private equity fund focused on investments in early/medium-stage media, internet, and entertainment companies. He has no voting privilegesheld senior management positions at Warner Bros Studios and Pacifica Ventures and has served as a director or officerproducer on films including Fury, Sabotage, Fading Gigolo, Dirty Grandpa, Rock the Kasbah, Naked and Ophelia. He sits on the Board of the Company.Directors of Sonifi Solutions, QED International, Covert Media and VR MediaTech. The Board reviewed Mr. Shapiro's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

 

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Committees of the Board

We currently have an Executive Committee of our board of directors which was established on March 24, 2015. However, we do not currently have an Audit, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors. We have adopted a charter for the Executive Committee as well as charters for the other committees, in the event that we elect to implement them. Copies of the charters for each committee have been previously filed with the Securities and Exchange Commission. In addition, we have posted copies of the charters for each committee on our website at www.bravomultinational.com. We will provide to any person without charge, upon request, a copy of the charter for any of our committees. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our committees or their charters. Any such request should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or you may email Mr. Kaiser at info@bravomultinational.com. The information contained in our website shall not constitute part of this filing.

For the areas where we don’tdon't have committees, such responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent”"independent" as defined under Rule 4200(a)(15) of the NASDAQ’sNASDAQ's listing standards described below. Our financial constraints have made it extremely difficult to attract and retain qualified independent board members. Since we do not have any of the subject committees, other than our Executive Committee, our entire board of directors participates in all of the considerations with respect to our audit, finance, compensation, and nomination deliberations.

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Rule 4200(a)(15) of the NASDAQ’sNASDAQ's listing standards defines an “independent director”"independent director" as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the issuer’sissuer's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:

 

·

A director who is, or at any time during the past three years was, employed by the company;
company

·

A director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under NASDAQ Rule 4350(d).

 

·

A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer;

 

·

A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’srecipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company’sCompany's securities; or (ii) payments under non-discretionary charitable contribution matching programs;

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·

A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

 

·

A director who is, or has a Family Member who is, a current partner of the Company’sCompany's outside auditor, or was a partner or employee of Bravo’sBravo's outside auditor who worked on the Company’sCompany's audit at any time during any of the past three years.

We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.

Executive Committee

In accordance with Article III of our Bylaws, our board of directors has established an Executive Committee which consists of members who have been appointed by the board of directors. The initial chairman of the Executive Committee was Paul Parliament.  As a result of the Transaction, Mr. Parliament has agreed to resign his position with the Company, and he will be replaced in this position by Mr. Ferguson. Thereafter, the chairman of the Executive Committee, shall beMerle Ferguson was appointed by the members of the Executive Committee. The remainingother member of the Executive Committee following the Transaction is Richard Kaiser. The members of the Executive Committee shall serve at the pleasure of the board of directors or until their successors shall be duly designated. Vacancies in the Executive Committee shall be filled by the board of directors.

 

During the intervals between the meetings of the board of directors, the Executive Committee shall have and may exercise all of the authority of the board of directors in the management of the business affairs of Bravo to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole board of directors. This authorization is subject to the limitations imposed by law, the bylaws of Bravo Multinational Incorporated or the board of directors.

During the fiscal year ended December 31, 2017,2020, the Executive Committee held no formal meetings.

 

Audit Committee

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The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. At the present time, Richard Kaiser, our chief financial officer is considered to be our expert in financial and accounting matters.

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Nominating Committee

Our size and the size of our board, at this time, do not require a separate nominating committee. This function is performed by the entire board of directors. When evaluating director nominees, our directors consider the following factors:

·

The appropriate size of our board of directors;


·Our needs with respect to the particular talents and experience of our directors;


· The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;


·Experience in political affairs;


·Experience with accounting rules and practices; and


·The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

 

Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the board will also consider candidates with appropriate non-business backgrounds.

 

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Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem in our best interests as well as in the best interests of our stockholders. In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the board are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

 

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Finance Committee

Although we currently do not have a Finance Committee, we have adopted a charter which provides that when established it will oversee all areas of corporate finance for Bravo and its subsidiaries, including capital structure, equity and debt financings,financing, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities. The Finance Committee will consist of a minimum of three members of the board of directors, the majority of whom shall meet the same independence and experience requirements of the Audit Committee of Bravo and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of the OTC Market, the NASDAQ Stock Market, the New York Stock Exchange, or any other exchange where the shares of Bravo may be listed or quoted for sale. The members of the Finance Committee are to be recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the board of directors.

Compensation Committee

Although we currently do not have a Compensation Committee, we have adopted a charter which provides that when established it is to assist the board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the board of directors with respect to major compensation plans, policies and programs of Bravo. The Compensation Committee shall consist of not fewer than two members of the board of directors, with the exact number being determined by the board. Members of the Compensation Committee shall be appointed from time to time to serve in such capacity by the Board. Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.

Conflicts of Interest

 

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With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which are contained in our Corporate Governance Principles, and which require that:

·

The fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval;

·

The transaction to be approved by a majority of our disinterested directors; and

·

The transaction to be fair and reasonable to us at the time it is authorized or approved by our directors.

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Code of Ethics for Senior Executive Officers and Senior Financial Officers

We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer. The code provides as follows:

·

Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.

·

Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in our public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission.

·

Each officer shall promptly notify our general counsel, if any, or the president or chief executive officer as well as the audit committee of any information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.


-26-

·

Each officer shall immediately bring to the attention of our general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business, by us or any of our agents.

·

Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.

Code of Business Conduct

We have adopted a Code of Business Conduct, which applies to Bravo and all of our subsidiaries, whereby we expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards. Each of our employees is expected to read our Code of Business Conduct and demonstrate personal commitment to the standards set forth in our Code of Business Conduct. Our officers and other supervising employees are expected to be leaders in demonstrating this personal commitment to the standards outlined in our Code of Business Conduct and recognizing indications of illegal or improper conduct. All employees are expected to report appropriately any indications of illegal or improper conduct. An employee who does not comply with the standards set forth in our Code of Business Conduct may be subject to discipline in light of the nature of the violation, including termination of employment.

-21-

Copies of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct have been previously filed with the Securities and Exchange Commission. We will provide to any person without charge, upon request, a copy of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct. Any request for review of such documents should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him at info@bravomultinational.com. The information contained on our website shall not constitute part of this Information Statement.

Business Advisory Board

On November 27, 2020 the Board of Directors of Bravo Multinational, Inc. formed a "Business Advisory" board with an objective to assist the Company with the evaluation of business opportunities within the media, entertainment, and sports industries sectors.

Effective November 30, 2020, the Board of Directors appointed to the "Business Advisory board four individuals, Mr. Mark Greenberg, Mr. Neil Davis, Mr. Stephen Scheffer and Mr. Edward Pergjini; all four individuals accepted their positions.

Mark Greenberg is CEO of Element Media Group Inc, a wholly-owned subsidiary of Element Global, Inc. He served as the Founder and Chief Executive Officer of EPIX from 2009 to 2017 and was previously Executive Vice President for Showtime Networks, Inc., and  Director of Direct Marketing at HBO (Home Box Office).  

Neil Davis is the Chief Business Development Officer in Element Media Group, a wholly-owned subsidiary of Element Global, Inc. Mr. Davis is a seasoned digital executive who has created well over $2 billion of revenue for various companies including, AOL, Blockbuster, Dish Network and Qello Media, where he served as Chief Business Officer. He was previously CEO at Monetize, where he consulted for the media and entertainment industries. Prior to that, he was Head of Corporate and Digital Development at Blockbuster-Dish Digital. 

Mr. Scheffer has served almost 30 years at HBO (Home Box Office) as President of Film Programming, Video and Enterprises. Mr. Scheffer was responsible for overseeing all motion picture programming for HBO. As President of HBO Pictures, he was responsible for the financing and production of HBO's Silver Screen Partners and Cinema Plus theatrical movie ventures. Prior to HBO, Mr. Scheffer held executive positions at Time Life Films, Allied Artists, Polydor Records, MGM and Columbia Pictures.

Edward Pergjini is the President of Element Sports Group Inc, a wholly-owned subsidiary of Element Global, Inc. Mr. Pergjini has over 30-years of experience working with multinational companies across disciplines including, commercial strategy, team management, the construction and development of international brands, and the management of broad real estate heritages. He also has a strong understanding of cross-cultural marketing, along with deep expertise in the economic and financial workings of professional European soccer clubs. Mr. Pergjini resides in France, and received his MBA from Fairleigh Dickinson University.

-22-

Board of Directors Meetings

During the year ended December 31, 2017,2020, our board of directors held two (2)six (6) formal meetings and notwo (2) meetings were held where board actions were taken by written consent. All of Bravo’sBravo's directors attended 100% of our meetings in 2017.2020.

 

-27-


Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at Bravo Multinational Incorporated, 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, Attention: Corporate Secretary, telephone 757-306-6092,757-306-6090, or email at info@bravomultinational.com. 

 

Our board has approved a process for handling letters received by us and addressed to any of our directors. Under that process, our vice president reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of our vice president, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

 

Item 11. Executive Compensation.

 

Summary of Cash and Certain Other Compensation

At present, Bravo Multinational Incorporated has threetwo executive officers. Beginning in March 2015, the compensation program for our executives consists of three key elements:

·A base salary;

·Additional compensation; and,

·Periodic grants and/or options of our common stock.

 

-23-

Base Salary. Our executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our board of directors.

Additional Compensation. Each of our officers receives additional compensation as provided in the officer’sofficer's employment agreement. All payments to officers must be approved by our board of directors or compensation committee based on the individual officer’sofficer's performance and company performance.

Stock Incentive. Stock grants and options are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The board of directors or compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. Stock grants and options for our executive officers will be recommended and approved by our board of directors. See “Market"Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans."

Bravo Multinational Incorporated Summary Compensation Table

The following table sets forth compensation for our two named executive officers for the two completed fiscal years ended December 31, 20162019 and December 31, 2017:2020:


-28-


Name and
Principal Position

Year

Salary($)

Bonus($)

Stock Awards($)

Option Awards($)

Non-Equity Incentive Plan Compensation($)

Nonqualified

deferred

compensation

earnings

($)

All Other Compensation($)

Total($)

 

 

 

 

 

 

 

 

 

 

P. Parliament(1)

2017

-0-

 

172,500

 

 

 

 

172,500

 

2016

-0-

-0-

  300,000

     -0-

-0-

-0-

-0-

300,000

 

 

 

 

 

 

 

 

 

 

M. Wolfe(2)

2017

7,500

 

-0

-

 

 

 

7,500

 

2016

42,000

-0-

78,000

      -0-

-0-

-0-

-0-

120,000

 

 

 

 

 

 

 

 

 

 

D. Brooks(3)

2017

-0-

 

110,000

 

 

 

 

110,000

 

2016

-0-

-0-

120000

-0-

-0-

-0-

-0-

120,000

 

 

 

 

 

 

 

 

 

 

R. Kaiser(4)

2017

35,000

 

86,500

 

 

 

 

121,500

 

2016

42,000

-0-

   78,000

-0-

-0-

-0-

-0-

120,000

(1) Mr. Parliament was our chief executive officer, president,

Name and chairman of the board.Principal Position

 (2) Mr. Wolfe was previously a director and chief financial officer of the Company.   

 (3) Mr. Brooks was our vice president and director.

 (4) Mr. Kaiser is our corporate secretary, Acting CFO, corporate governance officer, and a director.

Year

Salary ($)(2)

Stock

Award ($)

Total ($)

(1)(2)(3)(4)

Merle Ferguson

President, CEO and Director

2019

2020

$-0-

$-0-

$-0-

$36,000,000 (3)

$-0-

$36,000,000

Richard Kaiser

CFO,Secretary and Director  

2019

2020

$-0-

$-0-

$-0-

$12,000,000 (4)

$-0-

$12,000,000

(1) Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

(2) In 2020, employment agreements were entered into with Mr. Ferguson and Mr. Kaiser. Under the terms of those employment agreements Mr. Ferguson is owed $275,000 as of the year-ended December 31, 2020. Mr. Kaiser is owed $160,417 under the current employment agreement and he is owed $76,000 under his prior employment agreement, totaling $236,417 owed by the Company as of the year-ended December 31, 2020. Those amounts have been accrued by the Company, but not paid. These wages may or may not be paid in the future or, in the alternative, the Company could issue stock in lieu of cash payments.

(3) On February 4, 2020, 1,500,000 Series 'A' Preferred shares were issued to Mr. Ferguson as a signing bonus to enter into his employment agreement with the Company. The imputed value of $36,000,000 of the Series 'A' Preferred shares issued was based on share-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 - Compensation - Stock Compensation, as set forth in Note 10 to our consolidated financial statements in Item 8. Series 'A' Preferred stock, none of which is outstanding at this time. The Series A Preferred Stock has the following characteristics: (1) each share can be converted into 100 shares of common stock; (2) each share has dividend rights equal to 100 times common, and (3) each share has voting rights equal to 100 shares of common stock. On December 7, 2020, Mr. Ferguson returned these 1,500,000 shares of Series 'A' Preferred to be retired. In exchange, the Company issued to Mr. Ferguson 20,000,000 common shares. The Series 'A' Preferred shares of stock do not trade on a stock exchange and therefore are illiquid. Furthermore, the common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.

(4) On February 4, 2020, 500,000 Series 'A' Preferred shares were issued to Mr. Kaiser as a signing bonus to enter into his employment agreement with the Company. The imputed value of $12,000,000 of the Series 'A' Preferred shares issued was based on share-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 - Compensation - Stock Compensation, as set forth in Note 10 to our consolidated financial statements in Item 8. Series 'A' Preferred stock, none of which is outstanding at this time. Mr. Kaiser returned these 500,000 shares of Series 'A' Preferred shares to the Company. In exchange, the Company issued 5,000,000 common shares to Mr. Kaiser. The Series 'A' Preferred shares do not trade on a stock exchange and therefore are illiquid. Furthermore, the common shares issued are thinly traded and because they are restricted from sale under Rule 144, it is very likely that the actual cash value of those shares is greatly less than the aforementioned and imputed accounting value.

-24-

All 2017 current executive compensation has been calculated using standard comparable computations then adjusted to reflect the reasonable current economic condition of Bravo Multinational Incorporated; please note the extreme decrease in wages for the current management in comparison to the previous management.

-29-


Outstanding Equity Awards at Fiscal Year-End

None.

Bravo Multinational Employment Agreements

As of December 31, 2017,2020, Bravo Multinational Incorporated hashad employment agreements with Paul Parliament, our chairmanMr. Merle Ferguson, Chairman of the board of directors, chief executive officer,Board, Chief Executive Officer, and president, Martin Wolfe, our former chief financial officer, principal accounting officer  Douglas Brooks, our Vice President and with Mr. Richard Kaiser, our interim chief financial officeracting Chief Financial Officer, Secretary, and Corporate Governance Officer.

 

Paul ParliamentMerle Ferguson's Employment Agreement.Agreement: On March 27, 2017, Bravo Multinational Incorporated and Paul Parliament executedFebruary 1, 2020, Mr. Ferguson entered into five-year (5) employment contract as the Company's Chairman & President with an employment agreement, which provides for a term of two years, and a baseannual salary of $180,000 per year,$300,000 to be paid in monthly increments, in S-3, S-8cash, shares or Rule 144 restricted sharescombination of Bravo common stock duringcash and shares. A 1,500,000 Preferred Series 'A' was agreed to be issued as part of the term of Mr. Parliament’s employment.  As percompensation agreement between(See Exhibit 10.10). On December 07, 2020, the Company and Employee, theissued 20,000,000 common shares will be issuedin exchange for the end of each month based on the low price of the stock as posted on the trading board used by the Company, for the last trading day of each month. Mr. Parliament is1,500,000 Series Preferred 'A' shares. The Series A Preferred shares were then returned to devote full time hours per week of his time and attention to the performance of his duties at Bravo Multinational Incorporated. Mr. Parliament resigned all positions with the Company on November 19, 2018.

Douglas Brooks Employment Agreement.  The Employment contract of Douglas Brooks originally dated September 25, 2015 shall have its term extended by two additional years expiring on September 24, 2019. In consideration of the execution of the Amended Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, Douglas Brooks, shall receive a yearly fee of $120,000, paid in monthly increments, in S-3, S-8 or Rule 144 restricted shares of Bravo common stock during the term of Mr. Brook’s employment.  As per agreement between the Company and Employee, the shares will be issued for the end of each month based on the low price of the stock as posted on the trading board used by the Company, for the last trading day of each month. Mr. Brooks resigned all positions with the Company on November 19, 2018.

Martin Wolfe Employment Agreement.  On March 24, 2015, Bravo Multinational Incorporated and Martin Wolfe executed an employment agreement, which provides for a term of one year, and a base salary of $42,000 per year, payable in equal monthly installments of $3,500 paid in S-8 shares of Bravo common stock on the 1st day of each month during the term of Mr. Wolfe’s employment, prorated for any partial employment period.  Mr. Wolfe resigned all positions with the issuer as of February 28, 2017.In addition to the base compensation, Mr. Wolfe shall be entitled to receive additional compensation of $58,000 per year, payable in equal monthly installments of $4,833.33, paid in S-8 shares of our common stock on the first day of each month during the term of Mr. Wolfe’s employment, prorated for any partial employment period. This contract was revised on March 31, 2016 to provide for an increase to $78,000 per year, payable in equal monthly installments of $6,500.00 paid in S-8 shares of our common stock on the first of each month for a term of one year. Mr. Wolfe resigned all positions with the issuer as of February 28, 2017. Amounts owed to Mr. Wolfe were settled by issuing him a promissory note issued June 22, 2017, and subsequently defaulted amounts owed to Mr. Wolfe became settled on December. 28, 2018 (Read “Subsequent Events” section.authorized but unissued status..

 

Richard Kaiser’sKaiser's Employment Agreement.Agreement: The Employment contract of RichardOn February 1, 2020, Mr. Kaiser originally dated March 24th,2015, as amended April 6th, 2016 shall have the term extended by one additional year, expiring on March 23rd,2019.All terms shall remain as per the original employmententered into a new five-year (5) contract as amended, savethe Company's Director, Chief Financial Officer and exceptSecretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. 500,000 Preferred Series 'A' shares were issued to Mr. Kaiser as a signing bonus for entering into the employment agreement (See Exhibit 10.11). On December 07, 2020, the Company issued to Mr. Kaiser 5,000,000 common shares in exchange for the term extension of the contract. In consideration of the execution of the Amended Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, Richard Kaiser, shall receive a yearly fee of $120,000, payable by way of $3500 cash per month and the balance paid in monthly increments, in S-3, S-8 or Rule 144 restricted500,000 Series Preferred 'A' shares. The Series ‘A’ Preferred shares of Bravo common stock during the term of Mr. Kaiser’s employment.  As per agreement between the Company and Mr. Kaiser, the shares will be issued at the end of each month based on the low price of the stock as posted on the trading board used by the Company, for the last trading day of each monthwere then returned to authorized but unissued status.

You may obtain copies of the employment agreements at www.sec.gov or by clicking on the Securities and Exchange Commission Filings link on the Investor Relations section of our website at www.bravomultinational.com, or by contacting Mr. Richard Kaiser, our corporate secretary,Corporate Secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him atinfo@bravomultinational.com.

 

-30-Director Compensation

 

Director Compensation

The following table provides information relating to compensation of our directors for our fiscal year ended December 31, 2017.2020.  The current directors do not receive compensation for their duties as directors.

        

Name

Fees Earned orPaid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity IncentivePlan Compensation ($)

Nonqualified Deferred CompensationEarnings

($)

All OtherCompensation

($)

Total

($)

 

 

 

 

 

 

 

 

Paul Parliament

-0-

 172,500

-0-

-0-

-0-

-0-

 172,500

Richard Kaiser

 35,000

 86,500

-0-

-0-

-0-

-0-

 121,500

Douglas Brooks

-0-

 110,000

-0-

-0-

-0-

-0-

 110,000

 

    At the meeting of the board of directors of Bravo held on September 25, 2015, the board of directors voted that any new director elected to the board of directors of Bravo shall receive $25,000 per year in shares of our common stock registered pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission to be paid quarterly.  In addition, any new director shall at the discretion of the board of directors be required to make a direct investment of not less than $100,000 into Bravo in exchange for a convertible promissory note to be submitted to the board of directors for approval.

        

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-qualified Deferred Compensation Earnings

($)

All Other Compensation

($)

Total

($)

Merle Ferguson

-0-

 -0-

-0-

-0-

-0-

-0-

-0-

Richard Kaiser

 -0-

-0-

-0-

-0-

-0-

-0-

-0-

John LaViolette

 -0-

-0-

-0-

-0-

-0-

-0-

-0-

Steven Gagnon

 -0-

-0-

-0-

-0-

-0-

-0-

-0-

Sasha Shapiro

 -0-

-0-

-0-

-0-

-0-

-0-

-0-

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of December 31, 2017the date of this filing, February 22, 2021 by:

-Each

● Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

-Each person who owns beneficially more than five percent of the outstanding shares of our preferred● Each director; and,

-Each director;

-All● All directors and officers as a group.

-31--25-


 

Shares of Common StockBeneficially Owned (2)

Shares of Preferred StockBeneficially Owned (2)

Name of Beneficial Owner (1)

Number

Percent

Number

Percent

Paul Parliament (3)

2,070,443

23.58

0

0

Martin Wolfe (4)

72,520

0.8

0

0

Douglas Brooks (5)

859,413

9.79

0

0

Richard Kaiser (6)

1,077,421

12.27

0

0

Julios Kosta (7)

2,423,710

27.6

0

0

Jack Frydman (8)

0

0

0

0

Merle Ferguson

0

0

0

0

All directors and officers as a  group (four persons)

4,079,777

46.44

0

0

 

Name of Beneficial Owner (1)

Shares of Common Stock

Beneficially Owned (2)

Number

Percent (11)

Merle Ferguson(2)(3)(4)

20,000,000

41.98%

Richard Kaiser (2)(3)(5)

6,664,801

13.99%

John LaViolette

-0-

0%

Steven Gagnon

-0-

0%

Sasha Shapiro

-0-

0%

All Directors and Officers as a group ( 5 people)

26,664,801

55.97%

Paul Parliament (6)

5,013,687

10.52%

Susan Donohue(7)5,000,00010.50%

________

(1) Unless otherwise indicated, the address for each of these stockholders is c/o Bravo Multinational Incorporated Co., at 3419 Virginia Beach2020 General Booth Blvd., Unit 252230, Virginia Beach, VA 23452, USA.23454. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which that personthey beneficially owns.own.

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of November 21, 2018,February 22, 2021 there were outstanding 8,779,05847,641,0111 shares of our common stock andoutstanding. Therefore, the "controlling stockholders", as a group, have voting control over all matters which may be acted upon by our stockholders. There are no shares of our preferred stock issued.   voting agreements among the "controlling stockholders."

 

(3) Mr. Parliament wasFerguson now effectively controls 41.98%, Mr. Kaiser controls 13.99% and together they control 55.97% of the voting shares outstanding.

(4) Mr. Ferguson is our former chairman of the board of the directors, chief executive officer, president and a director. On October 3, 2016 Mr. Parliament returned 34,725,323 commondirector; all 20,000,000 shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $1,128,573. On November 19, 2018, Mr. Parliament resigned as both officer and director.are Rule 144 - Restricted shares; over 10% shareowner

 

(4) Mr. Wolfe was(5 )Mr. Kaiser, our acting chief financial officer, principal accountingsecretary, corporate governance officer, and treasurer.  On October 3, 2016 Mr. Wolfe returned 6,422,547 commondirector, has 5,490,041 Rule 144 - Restricted shares to Bravo treasury for cancellation in exchangeand 587,380 freely trades shares for a convertible promissory note withtotal of 6,664,801 common shares. This makes him a face value of $208,733, which on July 1,2017 was converted to 72,520 common shares.Mr. Wolfe resigned all positions with the issuer as of February 28, 2017.

(5) Mr. Brooks was our vice president and a director. On October 3, 2016 Mr. Brooks returned 13,591,363 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $441,719. On November 19, 2018, Mr. Brooks resigned as both officer and director.greater than 10% shareowner.

 

(6) Mr. KaiserParliament is our chief financial governance officer,a former office and director. On October 3, 2016 Mr. Kaiser returned 3,050,329 commondirector who owns 5,013,687 shares. This makes him a greater than 10% shareowner.

(7) Ms. Susan Donohue was issued 5,000,000 Rule 144 - Restricted shares to Bravo treasury for cancellation in exchange for 500,000 Preferred Series 'A shares which were issued 'per terms of a convertible promissory note withnon-employee consulting agreement. This makes her a face value of $99,136.greater than 10% shareowner.

 

(7) Mr. Kosta had a Consulting Agreement with Bravo Multinational Incorporated which expired on September 30, 2018. On October 3 and 11, 2016, Mr. Kosta returned 8,484,882 and 5,333,334 common shares, respectively to the Bravo treasury for cancellation in exchange for convertible promissory notes of $36,497, $239,266 and $160,000.-26-

(8 ) Mr. Frydman had a Consulting Agreement with Bravo Multinational Incorporated which was cancelled on January 6th, 2017.

Item 13. Certain13.Certain Relationships and Related Transactions and Director Independence.

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017)

The Company is sharing office space at 8% per annum for gaming equipment purchases by Rentcom, Inc. for a financed amount of $76,000, all principle plus $3,040 in interest due in one lump payment by December 30, 2017.  The Loan is guaranteed by Douglas Brooksno cost with its Principal OfficerDirector and Acting CFO, Mr. Richard Kaiser at Rentcom, Inc. (Read “Subsequent Event” Section).his office, Yes International, LLC.

-32-


On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $152,000, all principle and $6,080 in interest due in one lump payment by December 30, 2017.  The loan is guaranteed by Paul Parliament its Principal Officer at Investcom, Inc.  (Read “Subsequent Event” Section).

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament (Read “Subsequent Event” Section).

Item 14. Principal Accounting Fees and Services.

 

Audit Fees

 

There were no aggregate fees billed by Kappin Professional Corporation, Certified Public Accountants ("KPC") for professional services rendered for tax services for the fiscal years ended December 31, 2016.

The aggregate fees billed by BF Borgers, CertifiedIndependent Registered Public AccountantsAccounting Firm, for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 20172020 and 20162019 were $40,000$30,000 and $49,400, respectively.$30,000, respectively, with a total for both years of $60,000.

 

Audit Related Fees

 

None.

 

Tax Fees

 

There were no aggregate fees billed by Kappin Professional Corporation, Certified Public Accountants ("KPC") for professional services rendered for tax fees for the fiscal year ended December 31, 2016.

The aggregate tax fees billed by BF Borgers, CertifiedIndependent Registered Public AccountantsAccounting Firm, for professional services rendered for tax services for the fiscal years ended December 31, 20172020 and 20162019 was $-0- and $-0-,respectively.

 

All Other Fees

 

There were no other fees billed by Kappin Professional Corporation, CertifiedBF Borgers, Independent Registered Public Accountants ("KPC")Accounting Firm, for professional services rendered during the fiscal years ended December 31, 2016 other than as stated under the captions Audit Fees, Audit-Related Fees,2020 and Tax Fees

There were no other fees billed by BF Borgers, Certified Public Accountants for professional services rendered during the fiscal years ended December 31, 2017 and 2016,2019, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.


Section 16A Beneficial Ownership Reporting Compliance

 

In October, 2017 Mr. Paul Parliament, the then President and a Director of the Company, filed a Form 5 which revealed that he failed to timely fileAll Section 16A reporting is current with the SEC afilings of both Form 4 beneficial report on 2 occasions relating to 3 transactions. In addition, it appears that Mr. Parliament violated the short swing profit rules by buying3s and selling stock of the Company during 2017 within a 6 month period. As a result the Company penalized Mr. Parliament by withholding compensation that was due to Mr. Parliament in the amount of profit he earned on those trades - i.e. $4,247.Form 4s.

-27-

 

Subsequently, on November 19, 2019, Mr. Parliament resigned his positions with the Company and he is no longer an officer or director of the Company.


-33-


PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

(a) All financial statements are included in Item 8 of this report.

 

(b)All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.

 

(c) The following exhibits are attached to this report:

 


Exhibit No.

Identification of Exhibit

3.1**

CertificateArticles of Incorporation for Montrose Ventures,Bravo Multinational Inc. dated May, 25 1989http://www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt( Wyoming) Original and Amended; Filed in Form DEFR 14C - September 29, 2020

3.2**

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

www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt(Wyoming);Filed in Form DEFR 14C -September 29, 2020

3.3*4.1*

CertificateAgreement and Plan of AmendmentMerger from Bravo Multinational, Inc. (Delaware) to Certificate of Incorporation, datedBravo Multinational, Inc.(Wyoming); Filed in Form DEFR 14C - September 1, 2014, changing the name of Java Group, Inc. to Consolidated General Corp.

www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex31.htm29, 2020

3.4**4.2+

Amended and Restated CertificateArticles of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1Merger from Bravo Multinational, Inc. (Delaware) 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.htmBravo Multinational, Inc.(Wyoming); Dated October 02, 2020

3.5**4.3

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

3.6**

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

3.7**+

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

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

3.8**Inc.(Wyoming); Dated October 02, 2020

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

3.9**

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

4.1**

Form of Common Stock certificate, filed as Exhibit 4.1 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/ex4.htm

4.2**

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.9 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex41.htm

4.3**

Certificate of Designation for Series A Preferred Stock of Goldland Holdings Co. filed with the Secretary of State of Delaware on March 24, 2015, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex41.htm

-28-

-34-


10.1**

Charter of the Audit Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex101.htm

10.2**

Charter of the Compensation Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex102.htm

10.3**

Corporate Governance Principles of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex103.htm

10.4**

Charter of the Executive Committee of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex104.htm

10.5**

Charter of the Finance Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.5 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex105.htm

10.6**

Charter of the Governance and Nominating Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.6 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex106.htm

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filedOrder to Convert (corrected)-Douglas Brooks- December 4, 2019; Filed as Exhibit 10.7 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex107.htm

10.08**

Employment Agreement dated March 24, 2015, between Richard Kaiser and the Registrant, filed as Exhibit 10.19 Annual Report10.42 of Form 10-K on Feb. 8, 2016. www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1019.htm

10.09**

Consulting Agreement dated as of October 1, 2014, between Yes International and the Registrant, filed as Exhibit 10.20 Annual Report Form 10-K on Feb. 8, 2016.www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1020.htm

10.10**

Convertible Promissory Note dated October 1, 2015, issued by the Registrant in favor of Douglas Brooks, in the amount of $100,000, filed as Exhibit 10.27 Annual Report Form 10-K on Feb. 8, 2016.

www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1027.htm

10.11**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Richard Kaiser, in the amount of $99,135.69 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1035.htm

10.12**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Paul Parliament, in the amount of $ 1,128,573. (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1036.htm

10.13**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Martin Wolfe in the amount of $208,732.78 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1037.htm

10.14**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Douglas Brooks in the amount of $ 441,719.29 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1038.htm

10.15**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Julios Kostas, in the amount of $239,261.26(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1039.htm

10.16**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Julios Kostas, in the amount of $36,497.40 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1040.htm

10.17**

Convertible Promissory Noted dated October 11, 2016 issued by the Registrant in favor of Julios Kostas, in the amount of $160,000.(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1041.htm

10.18**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Eric Peterson in the amount of $5,555.55(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1042.htm

10.19**

Convertible Promissory Noted dated June 2, 2017 issued by the Registrant in favor of Toghrol Dindoust in the amount of $22,400. (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1043.htm

10.20**

 Promissory Note Marty Wolfe for $35,000. -June 22, 2017 (filed as exhibit 10.1 on March 31, 2017 Qtr. Report)-www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex101.htm

10.21**

 Machine Loan- Rentcom, Inc for $76,000..-June 30, 2017 (filed as exhibit 10.2 on March 31, 2017 Qtr. Report)-www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex102.htm

10.22**

Machine Loan-Investcom, Inc.for $152,000--June 30, 2017 (filed as exhibit 10.3 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex103.htm

10.23**

Consulting Agreement- Kim Davis-May 30, 2017 (filed as exhibit 10.4 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex104.htm

10.24**

 Amended Employment Contract-Kaiser-April 6, 2016 (Original contract filed on Form 10K- March 24, 2015 (www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1019.htm" Exhibit 10.19) (filed as exhibit 10.5 on March 31, 2017 Qtr. Report)

10.25**

Employment Contract-Parliament-March 22, 2017 (filed as exhibit 10.6 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex106.htm

10.26**

Advance Machine Purchase Agreement-March 29, 2017(filed as exhibit 10.7 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex107.htm

10.27**

Advance Machine Purchase Agreement-May 30, 2017(filed as exhibit 10.8 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex108.htm

10.28**

Promissory Note -Toghrol Dindoust for $16,000- August 15, 2017 (Filed as Exhibit 10.6 on  Sept. 30, 2017 Qtr Report).- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex106.htm

10.29**

 Promissory Note -Investcom ,Inc. for $190,000- September 1, 2017. (Filed as Exhibit 10.7 on Sept. 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex107.htm03, 2019.

-35--29-


Resignation Letter-Paul Parliament-November 19, 2018Private Placement Agreement - M. Corrigan July 16, 2019 (filed as exhibit 10.13 on September 30, 2017 Qtr. Report).
Resignation Letter- Douglas Brooks-November 19, 2018Consulting Agreement -RSDI Enterprises & Aldo Dalla-Vecchia, July, 1 2019 (filed as exhibit 10.14 on September 30, 2017 Qtr. Report).
Order to Convert Promissory Note Holder-Paul Parliament-December 4, 2018Employment Contract- Ferguson- February 1, 2020 .
Order to Convert Promissory Note Holder-Douglas Brooks-December 4, 2018Employment Contract-Kaiser-February 1, 2020.
Order to Convert Promissory Note Holder-Richard Kaiser-DecemberConsulting Agreement -Donohue- February 4, 2018
10.35*Order to Convert Promissory Note Holder-Julios Kosta-November 27, 2018
10.36*Order to Convert Promissory Note Holder-Marsadi Parliament- December 4, 2018
10.37*Gift Letter I. Pilon to M. Parliament- December 31, 2017
10.38*Release and Settlement Agreement-Jack Frydman January 10, 2017
10.39*Release Agreement- Centro de Entretenimiento y Diversion MombachoS.A- December 30, 2017
10.40*Settlement Agreement-Martin Wolfe- December 28, 20182020 .

14.1**

Code of Business Conduct of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.1 to the  Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex141.htm

14.2**

Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.2 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex142.htm

31.1*31.1+

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

31.2*31.2+

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

32.1*32.1+

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

32.2*32.2+

Amended 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.

99.1**

Press Release (Filed as Exhibit 99.1 on June 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000118/ex991.htm

99.2**

Press Release (Filed as Exhibit 99.2 on June 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000118/ex992.htm

99.3**

  Press Release (Files as Exhibit 99.3 on Sept. 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex993.htm

99.4**

Press Release (Files as Exhibit 99.4 on Sept. 30, 2017 Qtr. Report)- https://www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex994.htm
101*101+

XBRL Interactive ExhibitsExhibits.

____________

*+Filed herewith.

**Previously filed.


-36-



-30-


SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRAVO MULTINATIONAL INCORPORATED

Date: March 02, 2021

 

By /s//s/ Merle Ferguson

Merle Ferguson, President, Chief Executive Officer, and Chairman

 

By /s//s/ Richard Kaiser

Richard Kaiser, Interim Chief Financial Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amended report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

     

Signature

 

Title

 

Date

/s/ Merle Ferguson
Merle Ferguson

 

Chairman, President, Chief Executive Officer, and Director

 

March 7, 201902, 2021
     

/s/ Richard Kaiser
Richard Kaiser

 

Interim CFO, Secretary, Corporate Governance Officer and Director

 

March 7 , 201902, 2021

-31-

-37-



BRAVO MULTINATIONAL INCORPORATED



FINANCIAL REPORTS

AT

DECEMBER 31, 20172020


BRAVO MULTINATIONAL INCORPORATED

TABLE OF CONTENTS 
  
Report of Independent Registered Public AccoutingAccounting FirmF-2F-3

Consolidated Balance Sheets at December 31, 20172020 and 20162019-Audited  

F-3F-4

Consolidated Statements of Operations for the Years Ended December 31, 20172020 and 20162019- Audited       

F-4F-5

Consolidated Statements of Changes in EquityStockholders' Deficit for the Years Ended December 31, 20172020 and 20162019-Audited        

F-5F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 20172020 and 20162019-Audited

F-6F-7

Notes to the Financial Statements

F-7F-8



F-1



Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boardshareholders and the board of Directors and Stockholdersdirectors of Bravo Multinational Incorporated:

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Bravo Multinational Incorporated and its subsidiaries (“the Company”(the ";Company";) as of December 31, 20172020 and 2016 and2019, the related statements of operations, changes instockholders' equity (deficit), and cash flows for the years then ended. These consolidated ended, and the related notes (collectively referred to as the ";financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States)statements";). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provides a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bravo Multinational Incorporated and its subsidiariesthe Company as of December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted accounting principles in the United States of America.States.

 

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (";PCAOB";) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company’s cash position may not be significant enough to support the Company’s daily operations. These factorsCompany's minimal activities raise substantial doubt about the Company'sits ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company has significant transactions and relationships with related parties, including entities controlled by the Company’s Chief Executive Officer and by the Company’s major shareholder and directors, which are described in Note 8 to the consolidated financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis,/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the requisite conditions of competitive, free market dealings may not exist.Company's auditor since 2017

Lakewood, CO

March 2, 2021

 

/s/ B F Borgers CPA PC


B F Borgers CPA PC
Lakewood, CO
March 7, 2019



F-2



Bravo Multinational Incorporated

 

CONSOLIDATED BALANCE SHEETS

December 31,

               2017

 

               2016

    

ASSETS

   

Current Assets

   

Cash and Cash Equivalents

 $               64

 $                —

Accounts Receivable (Net of Allowance of $42,312 and $-0-, respectively)

                  —

                  —

Inventory

                  —

          198,000

Notes Receivable - Related Party (Net of Allowance of $418,000 and $-0-, respectively)

                  —

                  —

Prepaid Expenses

                  —

 

              5,452

 

Total Current Assets

                  64

          203,452

 

Property and Equipment - Net of Accumulated Depreciation

                410

 

                637

 

Total Assets

 $              474

 

 $       204,089

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

Liabilities

Bank Overdraft

 $                —

 $           1,638

Accounts Payable and Accrued Expenses

          130,892

          111,395

Customer Deposits

            35,800

            35,800

Inventory Loan Payable - Related Party

              4,500

            99,000

Due to Related Parties

            64,929

            71,179

Notes Payable

          134,490

            15,074

Notes Payable - Related Party, Current

          145,247

          479,843

Accrued Board of Directors Fees

          399,500

          560,000

Accrued Interest

                  —

            41,409

Directors Loans

          783,901

 

       1,327,428

 

Total Current Liabilities

       1,699,259

       2,742,766

 

Notes Payable - Related Party, Net of Current

          480,881

 

          167,324

 

Total Liabilities

       2,180,140

 

       2,910,090

 

Commitments and Contingencies (Note 12)

 

Stockholders' Equity

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

         3,812,390 and 858,536 Issued and Outstanding, Respectively

                380

                  85

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

         5,000,000 Issued and Outstanding

                  —

                500

Additional Paid-In-Capital

      25,758,235

      23,466,691

Accumulated Deficit

     (27,938,281)

 

     (26,173,277)

 

Total Stockholders' Equity

      (2,179,666)

 

      (2,706,001)

 

Total Liabilities and Stockholders' Equity

 $              474

 

 $       204,089

 
December 31,2020 2019
    

ASSETS

   

Current Assets

   

Cash and Cash Equivalents

 $           6,273

 $           6,286

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

                  -

                 -

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

                  -

                  -

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

                  -

                  -

Prepaid Expenses

                  -

 

            10,000

 

Total Current Assets

              6,273

 

            16,286

 

Total Assets

 $           6,273

 

 $         16,286

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Liabilities

Accounts Payable and Accrued Expenses

 $       100,232

 $         99,408

Customer Deposits

            35,800

            35,800

Inventory Loan Payable - Related Party

                  -

              4,500

Due to Related Parties

            92,714

            80,423

Notes Payable

              9,490

              9,490

Accrued Board of Directors Fees

          587,417

          266,000

Stock Payable - Related Parties

                  -

 

       1,608,126

 

Total Liabilities

          825,653

 

       2,103,747

 

Commitments and Contingencies (Note 11)

 

Stockholders' Deficit

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

        47,641,010 and 8,929,057 Issued and Outstanding, Respectively

              4,763

                892

Additional Paid-In-Capital

      89,168,393

      27,430,354

Accumulated Deficit

     (89,992,536)

 

     (29,518,707)

 

Total Stockholders' Deficit

         (819,380)

 

      (2,087,461)

 

Total Liabilities and Stockholders' Deficit

 $           6,273

 

 $         16,286

 
The accompanying notes are an integral part of these financial statements



F-3



Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF OPERATIONS

     

For the Years Ended December 31,

 

2017

 

2016

     

Revenue

    

Sale of Equipment

 

 $       239,000

 $       100,595

Sale of Equipment - Related Parties

 

       1,428,500

          641,250

Machine Income

 

          148,478

 

                  —

  

Total Revenue

 

       1,815,978

          741,845

  

Cost of Sales

 

Cost of Sales

 

          433,826

           49,500

Cost of Sales - Related Parties

 

          922,500

 

          427,500

  

Total Cost of Sales

 

       1,356,326

          477,000

  

Gross Profit

 

          459,652

 

          264,845

  

Expenses

 

Amortization and Depreciation

 

                226

             5,071

Commissions

 

          187,150

           95,950

Corporate Development

 

                  —

          221,667

General and Administrative

 

          597,484

          157,884

Professional Fees

 

          211,725

          514,520

Board of Directors Fees

 

          908,500

          583,000

Stock Compensation Expense

 

                  —

 

          569,091

  

Total Expenses

 

       1,905,085

 

       2,147,183

  

Loss from Operations

 

      (1,445,433)

      (1,882,338)

  

Other (Income) and Expense

 

Breach of Contract Damages Income

 

                  —

          (50,000)

Impairment of License Right

 

                  —

          295,000

Loss on Loan Conversion

 

          180,214

                  —

Interest Expense

 

          139,357

 

           57,134

  

Total Other (Income) and Expense

 

          319,571

 

          302,134

  

Loss Before Income Taxes

 

      (1,765,004)

      (2,184,472)

  

Income Taxes

 

                  —

 

                  —

  

Net Loss

 

 $   (1,765,004)

 

 $   (2,184,472)

  

Weighted Average Number of Common Shares -Basic and Diluted

     2,719,593   1,048,357

  

 

   

    

 Net Loss Per Common Shares - Basic and Diluted

 

 $           (0.65)

 

 $           (2.08)

  
    

For the Years Ended December 31,

 

2020

 

2019

      

Expenses

     

Depreciation

  

 $               -

 $        184

General and Administrative

  

           16,045

      23,599

Consulting - Related Party

  

     12,000,000

      30,000

Professional Fees

  

           70,939

    124,452

Board of Directors Fees

 

 

     48,435,417

 

            -

   

Total Expenses

 

 

     60,522,401

 

    178,235

   

Loss from Operations

  

     60,522,401

    178,235

   

Other (Income) and Expense

  

Interest Expense

  

                350

        1,750

Gain on Stock Payable Conversion

  

            (8,795)

            -

Gain on Loan Payable Forgiveness

 

 

          (40,127)

 

            -

   

Total Other (Income) and Expense

  

          (48,572)

        1,750

   

Loss Before Income Taxes

  

     60,473,829

    179,985

   

Income Taxes

 

 

                  -

 

            -

   

Net Loss

 

 

 $  60,473,829

 

 $ 179,985

   

 Weighted Average Number of Common Shares - Basic and Diluted

  

17,982,076

 8,847,276

   

  Net Loss Per Common Shares -Basic and Diluted

 

 

 $           (3.36)

 

 $      (0.02)

   
The accompanying notes are an integral part of these financial statements


F-4


Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYDEFECIT FOR THE YEARS ENDED DECEMBER 31, 20172020 AND 20162019

              
 

Common Stock

 

Preferred Stock

 

Additional

   

Total

 

$ 0.0001 Par

 

$0.0001 Par

 

Paid-In

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Deficit

              

Balance - January 1, 2016

           849,686

 $        84

        3,000,000

 $          300

 $ 23,936,614

 $  (23,988,805)

 $          (51,807)

 

Common Stock Issued in Exchange for Accrued Expenses

            20,833

             2

                   —

                —

           121,288

                       —

                121,290

 

Common Stock Issued for Loan Conversions

            69,148

             8

                   —

                —

           311,465

                       —

                311,473

 

Common Stock Issued in Exchange for Compensation

            33,480

             3

                   —

                —

           268,921

                       —

                268,924

 

Common Stock Issued for Acquistion of Equipment

            41,667

             4

                   —

                —

           337,496

                       —

                337,500

 

Common Stock Issued for Services

            41,208

             4

                   —

                —

           305,007

                       —

                305,011

 

Common Stock Issued for License Rights

            33,333

             3

                   —

                —

           299,997

                       —

                300,000

 

Common Stock Cancelled by Court Order

             (1,667)

            (0)

                   —

                —

                   —

                       —

                         —

 

Common Stock Returned in Exchange for Promissory Notes

          (229,153)

          (23)

                   —

                —

       (2,313,897)

                       —

             (2,313,920)

 

Preferred Stock Issued for Services

                   —

           —

        2,000,000

              200

           199,800

                       —

                200,000

 

Net Loss  

                   —

 

           —

 

                   —

 

                —

 

                   —

 

           (2,184,472)

 

             (2,184,472)

 

Balance - December 31, 2016

           858,536

           85

        5,000,000

              500

      23,466,691

         (26,173,277)

             (2,706,001)

 

Shares Cancelled

                (570)

           —

       (5,000,000)

             (500)

             (5,055)

                       —

                   (5,555)

 

Common Stock Issued in Exchange for Accrued Expenses

            38,463

             4

                   —

                —

             24,996

                       —

                  25,000

 

Common Stock Issued for Loan Payments (Includes Loss on Conversion)

           372,618

           37

                   —

                —

           564,831

                       —

                564,868

 

Expenses Incurred Related to Machine Income Prior to Return to Vendor

                   —

           —

                   —

                —

           198,026

                       —

                198,026

 

Common Stock Issued to Pay for Inventory

           762,605

           76

                   —

                —

           449,924

                       —

                450,000

 

Common Stock Issued to Pay Accrued Board of Directors Fees

           954,713

           95

                   —

                —

           495,905

                       —

                496,000

 

Common Stock Issued for Current Year Services and Board of Directors Fees

           826,025

           83

                   —

                —

           562,917

                       —

                563,000

 

Net Loss

                   —

 

           —

 

                   —

 

                —

 

                   —

 

           (1,765,004)

 

             (1,765,004)

 

Balance - December 31, 2017

        3,812,390

 

 $    380

 

                   —

 

 $        —

 

 $  25,758,235

 

 $    (27,938,281)

 

 $         (2,179,666)

 
             
 

Common Stock

Preferred Stock - Preferred A

 

Additional

   

Total

 

$ 0.0001 Par

$ 0.0001 Par

 

Paid-In

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

Shares

 

Amount

 

Capital

 

Deficit

 

Deficit

             

Balance -  January 1, 2019

        8,779,057

 $      877

                   -

 $            -

 $  27,263,993

 $ (29,338,722)

 $      (2,073,852)

 

Cash Proceeds from Sale of Stock

           150,000

           15

                   -

                -

             29,985

                       -

                  30,000

 

Capital Contributions - Directors

                   -

           -

                   -

                -

           136,376

                       -

                136,376

 

Net Loss

                   -

 

           -

                   -

 

                -

 

                   -

 

              (179,985)

 

               (179,985)

 

Balance -  December 31, 2019

        8,929,057

         892

                   -

                -

      27,430,354

         (29,518,707)

             (2,087,461)

 

Preferred Shares Issued for Services

-

           -

        2,500,000

              250

      59,999,750

                       -

            60,000,000

 

Common Stock Issued to Pay Due to Related Party

           132,932

           13

                   -

                -

             34,549

                       -

                  34,562

 

Common Stock Issued to Pay Accrued Compensation

           615,219

           62

                   -

                -

           113,938

                       -

                114,000

 

Retirement of Preferred Shares in Exchange for Common Shares

      30,000,000

       3,000

       (2,500,000)

             (250)

             (2,750)

                       -

                         -

 

Common Stock Issued to Pay Stock Payable

        7,963,802

         796

                   -

                -

        1,592,552

                       -

              1,593,348

 

Net Loss

                   -

 

           -

                   -

 

                -

 

                   -

 

         (60,473,829)

 

           (60,473,829)

 

Balance -  December 31, 2020

      47,641,010

 

 $   4,763

   -

 

 $            -

 

 $  89,168,393

 

 $ (89,992,536)

 

 $      (819,380)

 
The accompanying notes are an integral part of these financial statements


F-5


Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF CASH FLOWS

     

For the Years Ended December 31,

 

2017

 

2016

     

Cash Flows from Operating Activities

    
     

Net Loss

 

 $     (1,765,004)

 $   (2,184,472)

  

Non-Cash Adjustments:

 

Amortization and Depreciation

 

             258,552

             5,071

Bad Debts

 

             463,037

                  —

Common Stock Issued for Current Year Services and Board of Directors Fees

 

             563,000

         571,102

Common Stock Issued for Interest on Debt Conversion

 

                9,846

           12,947

Loss on Loan Conversion

 

             180,214

                  —

Impairment of License Right

 

                     —

         295,000

Preferred Stock Issued for Services

 

                     —

         200,000

Sales of Equipment in Exchange for Notes, Net of Costs

 

         (1,139,030)

                  —

Machine Income, Net of Related Costs

 

            (102,612)

                  —

Changes in Assets and Liabilities:

 

Prepaid Expenses

 

                5,452

         221,910

Inventory

 

             198,000

         477,000

Accounts Payable and Accrued Expenses

 

              44,497

           67,196

Deposits on Sales

 

                     —

           35,800

Accrued Board of Directors Fees

 

             370,500

         538,000

Accrued Interest

 

             (41,409)

 

           41,409

  

Net Cash Flows Used In Operating Activities

 

            (954,957)

 

         280,963

  

Cash Flows from Investing Activities

 

Acquisition of Fixed Assets

 

                     —

 

               (708)

  

Cash Flows from Financing Activities

 

Bank Overdraft

 

               (1,638)

             1,638

Notes Payable

 

              37,816

            (8,611)

Notes Payable Related Parties, Net

 

              30,370

                  —

Inventory Loan Payable - Related Party, Net

 

             778,250

        (238,500)

Due to Related Parties, Net

 

               (6,250)

                  —

Director's Loans

 

             116,473

 

        (158,635)

  

Net Cash Flows Used In Financing Activities

 

             955,021

 

        (404,108)

  

Net Change in Cash and Cash Equivalents

 

                     64

        (123,853)

  

Cash and Cash Equivalents - Beginning of Year

 

                     —

 

             2,563

  

Cash and Cash Equivalents - End of Year

 

 $                  64

 

 $      (121,290)

  

Cash Paid During the Year for:

 

Interest

 

 $                551

 $               —

Income Taxes

 

 $                  —

 

 $               —

  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common Stock Exchanged for Debt Conversion

 

 $         564,868

 $      311,473

Common Stock Issued for Accrued Directors Fees

 

 $         496,000

 $               —

Common Stock Issued for Accrued Expenses

 

 $           25,000

 $      121,290

Preferred Stock Issued for Services

 

 $                  —

 $      200,000

Gifting of Loans Payable

 

 $         375,000

 $               —

Common Stock Issued for Acquistion of License Right

 

 $                  —

 $      300,000

Common Stock Returned in Exchange for Promissory Notes

 

 $                  —

 $  (2,313,920)

Common Stock Issued for Inventory Loan Payment

 

 $         450,000

 $               —

Return of Common Shares for Note Payable

 

 $             5,555

 $               —

Creation of Note Payable from Accrued Compensation

 

 $           35,000

 $               —

Notes Payable Reduced with Machine Sales

 

 $         290,000

 $               —

For the Years Ended December 31,

 

2020

 

2019

     

Cash Flows from Operating Activities

    
     

Net Loss

 

 $    (60,473,829)

 $      (179,985)

  

Non-Cash Adjustments:

 

Depreciation

 

                     -

                184

Preferred Stock Issued for Current Year Board of Directors Fees

 

        48,000,000

                  -

Preferred Stock Issued for Current Year Consulting Fees

 

        12,000,000

                  -

Gain on Stock Payable Conversion

 

               (8,795)

                  -

Gain on Loan Payable Forgiveness

 

             (40,127)

                  -

Changes in Assets and Liabilities:

 

Prepaid Expenses

 

              10,000

                  -

Accounts Payable and Accrued Expenses

 

                   823

          (10,538)

Stock Payable - Related Parties

 

                     -

           30,000

Accrued Board of Directors Fees

 

             435,417

 

                  -

  

Net Cash Flows Used In Operating Activities

 

             (76,511)

 

        (160,339)

  

Cash Flows from Investing Activities

 

                     -

 

                  -

  

Cash Flows from Financing Activities

 

Cash Proceeds from Sale of Stock

 

                     -

           30,000

Due to Related Parties, Net

 

              76,498

                199

Capital Contributions - Directors

 

                     -

 

         136,376

  

Net Cash Flows Provided by Financing Activities

 

              76,498

 

         166,575

  

Net Change in Cash and Cash Equivalents

 

                    (13)

             6,236

  

Cash and Cash Equivalents - Beginning of Year

 

                6,286

 

                 50

  

Cash and Cash Equivalents - End of Year

 

 $           6,273

 

 $        6,286

  

Cash Paid During the Year for:

 

Interest

 

 $                  -

 $               -

Income Taxes

 

 $                  -

 

 $               -

  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common Stock Issued from Stock Payable

 

 $    1,593,348

 $               -

Common Stock Exchanged for Due to Related Party

 

 $         34,562

 $               -

Preferred Stock Issued for Services

 

 $  60,000,000

 $               -

Common Stock Issued to Pay Accrued Compensation

 

 $       114,000

 $               -

  
The accompanying notes are an integral part of these financial statements


F-6


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Organization & Description of Business

 

Bravo Multinational Corporation (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’sCompany's name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp.  On August 7, 2007, the company’sCompany's name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated.  On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA. Further, as a result of the change of the company’scompany's name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company’scompany's common stock should be changed to “BRVO,” and the company’scompany's CUSIP identifier be changed to a newly issued number.  FINRA granted its approval of the change of the company’scompany's name on April 6, 2016.  As a result of the change of name of the company, the company’scompany's trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109.  On August 3, 2020, the Board of Directors agreed in changing the Company's incorporation from Delaware to Wyoming.  On September 25, 2020 the Company merged into its wholly owned subsidiary Bravo Multinational (Wyoming) in order to achieve the change in state incorporation

 

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

 

The Company owns landowned patented and leaseunpatented mining 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 isits finances. The company has nowCompany determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the companyCompany is not recoverable. The Company currently owns 76.63 acres within seven patented claims with a 29.167% ownership interest on War Eagle Mountain in the state of Idaho.  The Company allowed all of its BLM (Bureau of Land Management) unpatented and placer claims to expire. The carrying value on such claims both patented and unpatented was fully impaired due to lack of economic viabilities of such properties.

 

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


F-7


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business - continued

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.  

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 unrestand the devastation of Hurricane Nate in Nicaragua in October 2017, 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

 

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

 

Method of Accounting

 

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

 

Use of Estimates

 

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

 

Cash and Cash EquivalentsF-7

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.

F-8


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - Summary of Significant Accounting Policies - continued

 

InventoryCash 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 calculates inventory utilizingmaintains cash and cash equivalents at financial institutions located in the first-in, first-out method (FIFO) valuedUnited States, which periodically may exceed federally insured amounts.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at at the individually identified cost per machine.  If the estimated net realizable valuevalue.  The Company establishes an allowance for doubtful accounts based on management's assessment of collectability of trade receivables.  A considerable amount of judgment is the estimated selling pricerequired 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 inassessing the amount of $9,000. At December 31, 2017the allowance.  The Company makes judgments about creditworthiness of each customer based on ongoing credit evaluations and 2016 theremonitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were -0- and 44 gaming machinesto deteriorate, resulting in inventory valued at $-0- and $198,000, respectively.their inability to make payments, a specific allowance will be required.

 

Earnings (Loss) per Share

 

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”.  Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period.  Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and

diluted earnings (loss) per share.

 

Stock Based Compensation

 

The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party fair values of shares or the value of services, whichever is more readily determinable, is used to value the transaction.

 

Fair Value of Financial InstrumentsMeasurements

 

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

 

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

 

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

 

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

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

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

 

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

 

F-8

F-9


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 - Summary of Significant Accounting Policies - continued

 

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 four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,five steps:  identify the selling price is fixed or determinable, and collectability is reasonably assured. Gaming machine revenue iscontract with the net win from gaming machines which isclient, identify the difference between gaming wins and losses.  Revenue is recognized at month end when the gaming win/loss is calculated. This revenue is reported as machine incomeperformance obligations in the accompanying financial statements at December 31, 2017.

Propertycontract, determine the transaction price, allocate the transaction price to performance obligations in the contract and Equipment

Property and equipment are recorded at cost.  Depreciation is provided for onrecognize revenues when or as 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.  

License RightsCompany satisfies a performance obligation.  

 

The licenseguidance 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.

The Company operates as one reportable segment.

There was being amortized using the straight-line method over its economic life, which was estimated to be fifteen (15) years.  Forno revenue during the years ended December 31, 20172020 and 2016, amortization expense was $-0- and $5,000, respectively. At December 31, 2016 the net value of the license rights of $295,000 were determined to be impaired. The rights were impaired due to the inability2019 since conditions in Columbia, to be able to obtain gaming licenses.

Impairment of Long-Lived Assets

Management evaluates the Company’s long-lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset mayNicaragua have 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.

During the years ended December 31, 2017 and 2016, the Company recognized impairment of license rights in the amount of $-0- and $295,000, respectively.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported consolidated financial statements.


F-10


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSchanged.

 

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.

 

OnIn February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We adopted the standard on fiscal year January 1, 2018, the Company will adopt the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings will be recorded at adoption of ASU 2014-09 as adoption will not significantly impact the Company’s reported historical revenue. Revenue from substantially all of2019. Based on our contracts with customers continues to be recognized over time as services are rendered. The Company expects the impact of the adoptionassessment of the new standard to be immaterial to the Company’son our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact is insignificant to our condensed consolidated financial statements based on an ongoing basis. the short-term nature of our leases and our election of such practical expedient.

 

NOTE 4 - Going Concern

 

The Company’sCompany's condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of at December 31, 2017.

The Company has begun to generate income from its sales of inventory of gaming equipment and anticipates that this income may sufficiently support the ongoing operating expenses of the Company going forward.2020.

 

While the Company is attempting to continue operations and generate revenues, the Company’sCompany's cash position may not be significant enough to support the Company’sCompany's daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement the Company’sCompany's business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’sCompany's ability to further implement its business plan and generate revenues.

 

NOTE 5 - Accounts Receivable

 

Accounts receivable consisted of the following at December 31, 20172020 and 2016:2019:

    

December 31,

2017

2016

2020

2019

    

Accounts Receivable

$        42,312

$       ––

$     42,312

$       42,312

Less: Allowance for Doubtful Accounts

(42,312)

––

(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.  There was no additional machine income recognized during the quarter ended December 31, 2017.

 

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.


F-11F-9


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 - Notes Receivable - Related Parties

 

Notes receivable related parties consisted of the following at December 31, 20172020 and 2016:

2019:

   

December 31,

2017

2016

   

Investcom – See Note 8 Related Party

$      342,000

$       ––

Rentcom – See Note 8 Related Party

76,000

––

Total Notes Receivable

418,000

––

Less:  Allowance for Doubtful Accounts

(418,000)

––

   

Net Notes Receivable – Related Parties

$              ––

$       ––

   

December 31

2020

2019

   

Investcom - See Note 8 Related Party

$   342,000

$      342,000

Rentcom - See Note 8 Related Party

76,000

76,000

Total Notes Receivable

418,000

418,000

Less:  Allowance for Doubtful Accounts

(418,000)

(418,000)

   

Net Notes Receivable - Related Parties

$              --

$              --

 

Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at December 31, 2017.

NOTE 7 – Property2020 and Equipment2019.

Property and equipment consistedof the following at December 31, 2017 and 2016:


   

December 31,

2017

2016

   

Furniture and Equipment

$        708

$       708

Less:  Accumulated Depreciation

(298)

(71)

   

Net Property, Plant and Equipment

$        410

$       637


For the years ended December 31, 2017 and 2016 depreciation expense was $227 and $71 respectively.

During the year ended December 31, 2017 the Company owned 300 gaming machines valued at $3,618,000 that were considered property and equipment.  During this period the Company expensed $258,325 in depreciation which is included in cost of sales. At December 31, 2017 these machines were returned to the vendor, due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017.


F-12


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 –7 - Related Party Transactions

 

During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold respectively, to a company controlled by Mr. Paul Parliament, the Company’sCompany's former chief executive officer, for a total of $770,000. The above mentioned sales were financed by a notes receivable in the amount of $342,000. The notes receivable accrue interest at 8% and mature in December 2017. Due to the uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017.  See2017 (See Note 6.6). The above mentioned sales were also paid for by reducing Mr. Parliaments’Parliaments' note payable from the Company in the amount of $76,000.

During the year ended December 31, 2017 the Company sold 20 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $133,500.

 

During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director of the Company, orfor a total of $525,000. During the year ended December 31, 2017 the salesThe sale reduced the note payable to Mr. Brooks in the amount of $209,000 and$209,000. The sale was also financed by a note receivable was established in the amount of $76,000 accruing interest at 8%, maturing in December 2017.$76,000. Due to the uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017. See2017 (See Note 6.

During the year ended December 31, 2017, GameTouch LLC, a company owned by a major stockholder of Bravo sold equipment and collected the receipts of those sales on behalf of the Company in the amount of $154,000 including the $70,000 sale to Mr. Doug Brooks listed above.  GameTouch LLC also received from the Company commissions in the amount of $187,150 and $95,950 for the years ended December 31, 2017 and 2016, respectively, related to any sales consummated by them.  GameTouch warrants that they will maintain all necessary licenses and that the purchaser of machines has a one-time option to return machines purchased within 24 months from the date of signed agreement purchase.

During the year ended December 31, 2017 the Company purchased 200 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a company owned by a major stockholder of Bravo $900,000 which was to be paid 50% in cash as a note payable and 50% as common stock. 441,176 and 321,429 shares of common stock were issued in April and May 2017 respectively, to pay the $450,000 due in connection with the agreement.  

During the year ended December 31, 2016, ninety (90) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Company’s chief executive officer, or a total of $630,000.  The sale was paid for through a reduction in the amount of $342,000 to a note payable to Mr. Parliament.  The Company also sold 5 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $34,250.

During the year ended December 31, 2016 GameTouch LLC a company owned by a major stockholder of Bravo sold equipment and collected the receipts of those sales on behalf of the company in the amount of $741,845, including those sales to related parties listed above.  GameTouch LLC also received from the Company commissions in the amount of $95,950 for the year ended December 31, 2016 related to any sales consummated by them. GameTouch warrants that they will maintain all necessary licenses and that the purchaser of machines has a one-time option to return machines purchased within 24 months from the date of signed agreement purchase.

During the year ended December 31, 2016 the Company purchased 150 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a related party for $675,000. 50% is to be paid in cash as a note payable and 50% as common stock. 41,666 shares of common stock were issued during the year ended December 31, 2016 to pay the $337,500 due in connection with the agreement.  


F-13


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – Related Party Transactions - continued

Directors Loans consist of the following at December 31, 2017 and December 31, 2016:

   
   

December 31,

2017

2016

   

Douglas Brooks – 8% Interest, Matures October 2018

$       265,834

441,719

Richard Kaiser – 8% Interest, Matures October 2018

109,472

99,136

Paul Parliament – 8% Interest, Matures October 2018

408,595

786,573

   

Total Directors Loans

$   783,901

$   1,327,428

Interest expense for the years ended December 31, 2017 and 2016 was $139,357 and $57,134 respectively.  6).

 

Due to Related Parties consist of payments of Company expenses by the Company’s three (3)Company's two (2) current directors, one (1) former director.  Amounts due were $92,714 and $80,423 at December 31, 2020 and 2019, respectively. Due to related party, Julios Kosta. Amounts due were $64,929 and $71,179Kosta of $35,627 which was included in the balance at December 31, 20172019 was forgiven by Mr. Kosta on July 29, 2020 and 2016, respectively.is included in gain on loan forgiveness during the year ended December 31, 2020.

 

Notes payable - related party consistsDuring the year ended December 31, 2020, the Company entered into a three year consulting contract. The contract was paid in full with the issuance of amounts due to Julios Kosta, and Martin Wolfe, both major stockholders500,000 preferred shares. The shares were valued at $12,000,000 based on the market price of the companyCompany's common stock of $0.24 on the measurement date, given that such preferred stock can be converted into 100 shares of common stock and Marsadi Parliament, related to director Paul Parliament. Mr. Kosta’s loan accrues interest at 8%has dividend and matures in October 2018. Notes payable to Julios Kosta were $480,881 and $435,759 at December 31, 2017 and 2016, respectively. Mr. Wolfe’s loans both accrue interest at 8% and mature in October and May 2018, respectively.  Notes payable to Martin Wolfe were $20,247 and $211,408 at December 31, 2017 and 2016, respectively.  Ms. Parliament’s loan was $125,000 and $-0- at December 31, 2017 and 2016, respectively, accrues interest at 8% and matures in December 2019.voting rights as though converted into common stock.

 

The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.  Yes International provides all services at no cost except for press release wire services. For each of the yearyears ended December 31, 20172020 and 20162019 the companyCompany paid press release wire services in the amount of $2,560$-0-.   The Company also currently operates out of the Yes International Inc., offices at no cost.

Stock payable - related parties consisted of the following at December 31, 2020 and $-0-, respectively.2019:

  

 

December 31

2020

2019

   

Doug Brooks

$       --

$       285,270

Rich Kaiser

--

117,476

Julios Kosta

--

468,628

Marsadi Parliament

--

268,279

Paul Parliament

--

468,473

   

Total Stock Payable - Related Parties

$       --

$    1,608,126

F-10

 

NOTE 9 –8 - Notes Payable

 

Notes Payable consists of the following unsecured notes:

   
   

December 31,

2017

2016

   

Al Yee – 7% Interest, Matures January 2017

$       5,000

$       5,000

Michael Walkil – Non Interest Bearing, Due on Demand

4,490

4,490

Isabell Pilon – 8% Interest, Matures December 2019

125,000

––

Various Paid Debt

––

5,584

   

Total Notes Payable

$   134,490

$   15,074

   

December 31,

2020

2019

   

Al Yee - 7% Interest, Matures January 2017

$       5,000

$       5,000

Michael Walkil - Non Interest Bearing, Due on Demand

4,490

4,490

   

Total Notes Payable

$       9,490

$       9,490


F-14


BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSInterest expense on Mr. Yee's loan for the years ended December 31, 2020 and 2019 was $350 and $1,750, respectively. Interest expense from January 2015 (note inception) through September 30, 2019 in the amount of $1,575 was recorded in September 2019.

 

NOTE 10–9 - Inventory Loan Payable - Related Party

 

Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party.  Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete.  On July 29, 2020, Centro de Entretenimiento y Diversion Mombacho S.A forgave the $4,500 loan payable.  This is included in gain on loan forgiveness for the year ended December 31, 2020.  Amount due at December 31, 20172020 and 20162019 was $4,500$-0- and $99,000,$4,500, respectively.

 

NOTE 11–10 - Capital Stock

Preferred Stock

On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in blank check preferred shares to 50,000,000 from 5,000,000.5,000,000.10,000,000 of these blank check preferred shares have been separately allocated to Series 'A' Preferred leaving 40,000,000 blank check preferred authorized. Series 'A' Preferred stock can be converted into 10100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock.

During the year ended At December 31, 2017, 3,000,0002020 and 2019 there were -0- shares thatissued and outstanding.

On February 4, 2020, the Company issued 2.5 million shares of Series 'A' preferred stock as compensation for their two board members and payment of a consulting contract. The preferred shares were valued at $60 million based on the market price of the Company's common stock of $0.24 on the measurement date, given such preferred stock can be converted into 100 shares of common stock and has dividend and voting rights as though converted into common stock. On December 7, 2020, the two board of directors and the consultant returned these 2,500,000 shares to be retired. In exchange the Company issued during the year ended December 31, 2015 and 2,000,000 shares that were issued during the year ended December 31, 2016 were returned by their respective shareholders.  No compensation was given for the stock that was returned.30,000,000 common shares.

NOTE 10 - Capital Stock - continued

Common Stock

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

During the year ended December 31, 2020 the Company issued 132,932 shares of common stock to pay $28,580 due to a related party.  The shares value was based on the market price of the Company's common stock of $0.26 on the measurement date which caused $5,982 loss on conversion.

During the year ended December 31, 2020 the Company issued 615,219 shares of common stock to pay $114,000 accrued compensation.  The shares value was based on the market price of the Company's common stock of $0.1853 on the measurement date.

During the year ended December 31, 2020 the Company issued 7,963,802 shares of common stock to pay $1,608,126 of stock payable.  The shares value was based on the varying market prices from $0.08 to $0.26 since the stock was issued on multiple dates. These conversions caused a net $14,778 gain on conversion.

F-11

NOTE 10 - Capital Stock - continued

Reverse Stock Split

 

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

Stock Compensation Plan

On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company's stockholders, by paying their retainers or fees in the form of shares of the Company's common stock. The Plan shall expire on March 15, 2028. As of December 31, 2020, no shares had been issued from this plan.

NOTE 12–11 - Commitments and Contingencies

The

Beginning in 2018, the Company leases office space in Niagara-on-the-Lake, Ontario, Canada fromat Yes International Inc., a Canadian company owned by Paul Parliament, the Company’s chief executive officer.  The original lease was from April 2015 through May 2017related party, at a rate of $1,884 per month. The lease has been extended through December 2017 at a reduced rate of $942.no cost.  Rent expense for the yeareach of the years ended December 31, 20172020 and 20162019 was $11,304 and $22,608, respectively.$-0-.


F-15


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - Subsequent Events

 

NOTE 13 - Subsequent EventsCoronavirus Impact (COVID-19) 

On March 15, 2018,

Due to 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 interestsrecent outbreak of the companycoronavirus reported in many countries worldwide, local and its stockholders by attractingfederal governments have issued travel advisories, canceled large scale public events and retainingclosed schools. In addition, companies have begun to cancel conferences and travel plans and require employees officers, directorsto work from home. Global financial markets have also experienced extreme volatility and consultants capable of furtheringdisruptions to capital and credit markets.

We are unable to predict the future successimpact of the Companycoronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and by aligning their economic interests more closely with thosecustomers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock.  6,000,000 shares of common stock are registered to this plan at an offering price of $0.155.  The Plan shall expirecoronavirus on March 15, 2028.our operations.

During the year ended December 31, 2018, 4,966,667 shares of common stock were issued by the Company.  4,516,667 restricted common shares were issued for services valued at $542,000 of which $399,500 was accrued at December 31, 2017 in the balance sheet as Accrued Board of Directors Fees.  Additionally, 450,000 common shares were issued for a loan repayment valued at $45,000.  No shares have been issued from January 1, 2019 through the date of this report.

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.F--12--

On December 10, 2018, the Company had a change in control when both Mr. Paul Parliament and Mr. Doug Brook 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 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 December 31, 2017 the amount owed to Mr. Wolfe was $20,247 and included in notes payable related party - current.


F-16