Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.
Bravo's common stock is currently quoted for trading on the Pink Sheets under the symbol "BRPNF," and the Company intends to trade on the OTCBB once the Company fulfills the requirements for doing so. Bravo's common stock is not currently traded on the OTCBB so no information on prices on the OTCBB is available. Bravo was delisted from the OTCBB in December 2006 because the Company was not current on its financial disclosures at that time.
The high and low sales prices quoted on the Pink Sheets for Bravo's common shares for each quarterly period since July 31, 2006, are as follows:
| | YEAR ENDED 07/31/07 | | YEAR ENDED 07/31/08 | | YEAR ENDED 07/31/09 |
| High | Low | | High | Low | | High | Low |
1st Qtr | | 0.2000 | 0.0100 | | 0.0050 | 0.0040 | | 0.0020 | 0.0001 |
2nd Qtr | | 0.0500 | 0.0010 | | 0.0040 | 0.0010 | | 1.0000 | 0.0004 |
3rd Qtr | | 0.0490 | 0.0040 | | 0.0010 | 0.0010 | | 0.0030 | 0.0001 |
4th Qtr | | 0.0490 | 0.0040 | | 0.0010 | 0.0001 | | 0.0011 | 0.0002 |
The approximate number of holders of Bravo's common equity as of April 30, 2009, is 100.
Bravo has not paid dividends on its common shares and has no current plans to pay dividends. Bravo has no current equity compensation plans.
Item 10. Recent Sales of Unregistered Securities.
On or about September 15, 2008, the Company agreed to issue shares of common stock in exchange for release of the entire balance due under the variable principal promissory note payable to Alpine Pictures, Inc. Pursuant to the agreement, the Company agreed to issue 1,525,000 common shares to Alpine Pictures, Inc., contingent upon the cease trade orders being lifted, in exchange for satisfaction of the entire debt obligation, which the parties deemed to be in the amount of $150,000 for this transaction. The Company and Alpine Pictures, Inc., agreed to issue the shares at a deemed price of $0.098 per share.
As of April 30, 2009, the Company has entered into four share purchase agreements with Alpine Pictures, Inc., for the issuance of shares following the lifting of the Canadian cease trade orders. On August 25, 2008, the Company agreed to issue 25,000 common shares in the capital of the Company at $0.10 per share for gross proceeds of $2,500. On September 5, 2008, the Company agreed to issue 50,000 common shares in the capital of the Company at $0.10 per share for gross proceeds of $5,000. On October 3, 2008, the Company agreed to issue 400,000 common shares in the capital of the Company at $0.05 per share for gross proceeds of $20,000. On February 18, 2009, the Company agreed to issue 300,000 common shares in the capital of the Company at $0.05 per share for gross proceeds of $15,000. The common shares are subject to a hold period as provided by law. The Company will issue the shares after the Canadian cease trade orders are lifted following the filing of the audited financial statements.
On May 23, 2008, the Company entered into an agreement with Mr. Meier to extinguish any and all debt or accrued fees owed to him by the Company. In exchange for extinguishing the $26,000 in accrued debt, the Company agreed to issue 260,000 shares of common stock to Mr. Meier in addition to other consideration.
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Mr. Staggs by agreeing to settle $90,823 owed him in exchange for 700,000 shares of common stock.
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Mr. Carter (a director) and Tabea Carter (wife of Mr. Carter and former office manager from July 2005 to June 2006) by agreeing to settle $104,350 owed them in exchange for 700,000 shares of common stock.
In February 2007, the Company agreed to issue 433,273 common shares in satisfaction of a current obligation to Asset Solutions (Hong Kong) Ltd. for consulting services with a value of $25,000 based on an average price per share of $0.06. The liability was for consulting services at $2,500 per month for the final ten months of a consulting agreement which began in November 2003. Asset Solutions is a shareholder of the Company and a director of the Company (Ernest Staggs) represented Asset Solutions (Hong Kong) Ltd. as an attorney. The nature of the representation related to the recovery of distressed assets held by Asset Solutions (Hong Kong) Ltd. as well as miscellaneous business matters. The consulting agreement with Asset Solutions (Hong Kong) Ltd. provided for forty months of consulting services to be provided by Asset Solutions (Hong Kong) Ltd. at $2,500 per month. The final payment under the consulting agreement was due in February 2008. At the option of Bravo, the monthly obligation could be settled with the issuance of shares at the average closing price per share of the Company's common stock for the month in which the obligation was due. The Company currently has a liability accrued to Asset Solutions (Hong Kong) Ltd. in the amount of $25,000 recorded as "Liabilities due to related parties to be settled in stock" on the accompanying consolidated statements of operations as of July 31, 2008 and 2007. Such amount will be settled by the issuance of the Company's common stock as described above, once the cease trade order has been lifted.
.
No underwriters were involved in any sale of the Company's stock and no underwriting fees have been involved in any transaction. The Company has relied on the exemption provided by Rule 506 of Regulation D for these transactions.
Item 11. Description of Registrant's Securities to be Registered.
Bravo may issue, from time to time, shares of its common or preferred stock. The following summary description sets forth some of the general terms and provisions of the shares. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the shares, you should refer to the provisions of Bravo's articles of continuance.
Bravo’s authorized capital consists of 100,000,000 common shares and 100,000,000 preferred shares.
Common Shares
At the close of business on April 30, 2009, 11,809,982 of Bravo’s common shares were issued and outstanding. Bravo’s common shares are traded on the Pink Sheets under the symbol “BRPNF.” Bravo has not issued dividends in the past and we have no plans to issue dividends at this time. At the present time, given Bravo’s anticipated capital requirements Bravo intends to follow a policy of retaining earnings in order to finance further development of its business. Bravo is also limited in its ability to pay dividends on its common shares by restrictions under the Company Act (Yukon) relating to the sufficiency of profits from which dividends may be paid. Holders of common shares have no preemptive, conversion or redemption rights and are not subject to further assessment by Bravo.
If Bravo dissolves or liquidates, or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of Bravo’s common shares will be entitled to receive its remaining property and assets.
Except for meetings at which only holders of another specified class of Bravo’s shares are entitled to vote, the holders of Bravo’s common shares will be entitled to receive notice of and to attend all meetings of Bravo’s shareholders and will have one vote for each common share held at all meetings of Bravo’s shareholders.
Preferred Shares
Bravo may issue, from time to time, without further shareholder approval (subject to applicable stock exchange rules), preferred shares. Bravo currently has no preferred shares issued or outstanding. The authorized number of preferred shares is 100,000,000. The preferred shares may at any time and from time to time be issued in one or more series, each series to consist of the number of shares previously determined by a resolution of the Board of Directors. The Board of Directors may, by resolutions passed before the issue of preferred shares of a particular series, alter the Articles or Memorandum of the Company to fix the number of preferred shares in, and to determine the designation of the preferred shares of that series and alter the Memorandum or Articles to create, define and attach Special Rights and Restrictions to the preferred shares of that series, including, but without in any way limiting or restricting the generality of the foregoing, the purchase consideration and the terms and conditions of any purchase or cancellation or redemption thereof, the dividend rate if any, the amount payable in the event of liquidation, conversion terms if any and voting powers if any, or other provisions attaching to such series of preferred shares.
Transfer Agent
The transfer agent for our common shares is Action Stock Transfer whose address is 7069 S. Highland Dr., Suite 300, Salt Lake City, Utah 84121.
Item 12. Indemnification of Directors and Officers.
The Company has entered into Indemnification Agreements with its President, Ernest Staggs, and one of its Directors, Tyrone Carter. Pursuant to the terms of the indemnification agreements, if there are legal actions against these persons, then the Company will indemnify these individuals to the fullest extent permitted by applicable law. To date, there has been no matter requiring indemnification pursuant to these agreements.
Under theCompany Act (British Columbia), the Company may indemnify a present or former director or officer or a person who acts or acted at the Company’s request as a director or officer of another corporation of which the Company is or was a shareholder, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with the Company or such other corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company or such other corporation, and, in the case of a criminal or administrative action or proceeding, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made only with court approval.
Subject to the provisions of theCompany Act (British Columbia), the Articles of the Company direct that the Company shall indemnify every director or former director and Secretary of the Company, or may indemnify every officer or former officer, and every person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder (or a person who undertakes or has undertaken any liability on behalf of the Company or any such body corporate) and his heirs and legal representatives, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Company or such body corporate if he acted honestly and in good faith with a view to the best interests of the Company.
The Company’s Articles permit the Company, subject to the limitations contained in theCompany Act (British Columbia), to purchase and maintain insurance on behalf of any person mentioned in the preceding paragraph, as the board of directors may from time to time determine.
The Company has entered into an indemnity agreement with one individual who acts as an officer, representative and/or director of various corporations that are directly or indirectly owned or controlled by the Company, in which the Company indemnifies and saves harmless said individual from any and all claims of any nature whatsoever resulting from the personal guarantee or endorsement that said individual has made or may in the future make, with the Consent of the Company, on behalf of the various corporations that are directly or indirectly owned or controlled by the Company.
Item 13. Financial Statements and Supplementary Data.
We set forth below a list of our audited financial statements for the fiscal years ended July 31, 2007 and 2008, included in this Form 10.
Statement | | Page* |
| | |
Report of Independent Registered Public Accounting Firm | | F-1 |
| | |
Consolidated Balance Sheets as of July 31, 2008 and 2007 | | F-2 |
| | |
Consolidated Statements of Operations and Comprehensive Loss for the years ended July 31, 2008 and 2007 and Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | | F-3 |
| | |
Consolidated Statement of Changes in Stockholders’ Deficit cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 | | F-4 |
| | |
Consolidated Statements of Cash Flows for the years ended July 31, 2008 and 2007 and Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | | F-5 |
| | |
Notes to Financial Statements | | F-6 |
We set forth below a list of our unaudited financial statements for the third quarter ended April 30, 2009, included in this Form 10.
Statement | | Page* |
| | |
Consolidated Balance Sheet as of April 30, 2009 (unaudited) and July 31, 2008 | | F-18 |
| | |
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended April 30, 2009 and 2008 and cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-19 |
| | |
Unaudited Consolidated Statement of Changes in Stockholders’ Deficit cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-20 |
| | |
Unaudited Consolidated Statements of Cash Flows for the nine months ended April 30, 2009 and 2008 and cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-21 |
| | |
Notes to Unaudited Consolidated Financial Statements | | F-22 |
____________
*Page F-1 follows page 43 to this Form 10.
Item 14. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
Effective November 20, 2008, we retained AJ. Robbins, P.C., Certified Public Accountants, to act as our Independent Registered Public Accountant. AJ. Robbins, P.C. audited our financial statements for the fiscal years ended July 31, 2008 and 2007 included in this filing as well as for the fiscal year ended July 31, 2006. AJ. Robbins, P.C., replaced Dohan and Company, CPAs, (“Dohan and Company”) who was our Independent Registered Public Accounting Firm until being replaced by AJ. Robbins, P.C. Dohan and Company audited our financial statements for the fiscal years ended July 31, 2005 and 2004. We were unable to pay the Dohan and Company invoices for audit and review; therefore, Dohan and Company effectively declined to stand for re-election as the Company's auditor. The effective date of the end of the client-auditor relationship with Dohan and Company was November 20, 2008, the date we retained AJ. Robbins, P.C. There were no disagreements or reportable events with Dohan and Company for the two years ended July 31, 2005, and for the subsequent period through the end of the client-auditor relationship with Dohan and Company. The reports of Dohan and Company for these fiscal years were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of Dohan and Company contained an explanatory paragraph as to our ability to continue as a going concern. The change in auditors was recommended and approved by the board of directors.
Item 15. Financial Statements and Exhibits.
Financial Statements.
The financial statements included in this Registration Statement on Form 10 are listed in Item 13 and commence following page 43.
Exhibits:
3 (i) | Articles of incorporation previously filed and incorporated herein by reference |
| |
3 (ii) | Bylaws previously filed and incorporated herein by reference |
| |
16 | Letter from prior auditor regarding change in certifying accountant |
| |
21 | List of Subsidiaries |
| |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRAVO RESOURCE PARTNERS LTD. | |
| | | |
Date: January 15, 2010 | By: | /s/ Ernest Staggs | |
| | Ernest Staggs, President, CEO and Director | |
| | | |
| | | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
Consolidated Financial Statements
for the Years Ended 2008 and 2007
INDEX
Statement | | Page* |
| | |
Report of Independent Registered Public Accounting Firm | | F-1 |
| | |
Consolidated Balance Sheets as of July 31, 2008 and 2007 | | F-2 |
| | |
Consolidated Statements of Operations and Comprehensive Loss for the years ended July 31, 2008 and 2007 and Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | | F-3 |
| | |
Consolidated Statement of Changes in Stockholders’ Deficit cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 | | F-4 |
| | |
Consolidated Statements of Cash Flows for the years ended July 31, 2008 and 2007 and Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | | F-5 |
| | |
Notes to Financial Statements | | F-6 |
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
216 SIXTEENTH STREET
SUITE 600
DENVER, COLORADO 80202
To the Board of Directors and Stockholders
Bravo Resource Partners Ltd.
Yukon, Canada
We have audited the accompanying consolidated balance sheets of Bravo Resource Partners, Ltd. (a development stage company) (the “Company”) as of July 31, 2008 and 2007, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the years then ended. The financial statements cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2005 were audited by other auditors whose report included an explanatory paragraph that expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2005 include total revenues and net loss of $0 and $513,389, respectively. Our opinion on the statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows for the cumulative period from the beginning of the development stage (August 1, 2002) to July 31, 2008, insofar as it relates to amounts for prior periods through July 31, 2005, is based solely on the report of the other auditors. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bravo Resource Partners, Ltd. as of July 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years then ended and cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage and has no current source of revenue, has experienced recurring losses and negative cash flows from operations and has both an accumulated and working capital deficit at July 31, 2008 that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ AJ. ROBBINS, P.C.
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Denver, CO
April 28, 2009
BRAVO RESOURCE PARTNERS LTD. | | | | |
(A Development Stage Company) | | | | |
CONSOLIDATED BALANCE SHEETS | | | | |
| | | |
| | July 31, | |
| | 2008 | | | 2007 | |
| | | | | | |
ASSETS: | | | | | | |
| | | | | | |
Current | | | | | | |
| | | | | | |
Cash and cash equivalents | | $ | 1,183 | | | $ | 832 | |
Other receivables | | | 18 | | | | 18 | |
Total current assets | | | 1,201 | | | | 850 | |
| | | | | | | | |
Property and equipment, net | | | 1,185 | | | | 1,645 | |
| | | | | | | | |
Total Assets | | $ | 2,386 | | | $ | 2,495 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 141,118 | | | $ | 131,060 | |
Due to related parties | | | 235,193 | | | | 237,399 | |
Liabilities due to related parties to be settled in stock | | | 51,000 | | | | 25,000 | |
Notes payable to related party | | | 318,779 | | | | 318,779 | |
| | | | | | | | |
Total current liabilities | | | 746,090 | | | | 712,238 | |
| | | | | | | | |
Commitments and Contingencies: | | | - | | | | - | |
| | | | | | | | |
Stockholders' deficit | | | | | | | | |
Preferred stock: no par value 100,000,000 shares authorized, no shares issued or outstanding | | | - | | | | - | |
Common stock: no par value, 100,000,000 authorized, 11,809,982 | | | | | | | | |
issued and outstanding | | | 2,562,546 | | | | 2,562,546 | |
Deficit accumulated during development stage | | | (1,148,324 | ) | | | (1,114,363 | ) |
Accumulated deficit | | | (1,899,000 | ) | | | (1,899,000 | ) |
Accumulated other comprehensive loss | | | (258,926 | ) | | | (258,926 | ) |
| | | | | | | | |
Total stockholders' deficit | | | (743,704 | ) | | | (709,743 | ) |
| | | | | | | | |
Total liabilities and Stockholders' deficit | | $ | 2,386 | | | $ | 2,495 | |
See accompanying notes to the audited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |
| | | | | | | | | |
| | For the fiscal years ended July 31, | | | Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | |
| | 2008 | | | 2007 | |
| | | | | | | | | |
REVENUE | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
General and administrative expenses | | | 10,459 | | | | 118,169 | | | | 815,749 | |
Professional fees | | | 2,910 | | | | 14,692 | | | | 352,344 | |
| | | | | | | | | | | | |
Total Expenses | | | 13,369 | | | | 132,861 | | | | 1,168,093 | |
| | | | | | | | | | | | |
Loss before other income and (expenses) | | | (13,369 | ) | | | (132,861 | ) | | | (1,168,093 | ) |
| | | | | | | | | | | | |
OTHER INCOME AND (EXPENSES) | | | | | | | | | | | | |
Interest expense | | | (21,685 | ) | | | (6,640 | ) | | | (39,071 | ) |
Settlement income | | | - | | | | 44,653 | | | | 44,653 | |
Gain (loss) on settlement of debt | | | 593 | | | | - | | | | 72,603 | |
Foreign currency translation income | | | - | | | | - | | | | 1,651 | |
Loss on write-down of other asset | | | | | | | (20,397 | ) | | | (20,397 | ) |
Consulting and administrative income | | | - | | | | - | | | | 2,676 | |
Gain on advances for film production | | | 500 | | | | - | | | | 500 | |
Other expense | | | - | | | | (5 | ) | | | (2,765 | ) |
Other income | | | - | | | | - | | | | 2,407 | |
| | | | | | | | | | | | |
Total Other income and (expenses) | | | (20,592 | ) | | | 17,611 | | | | 62,257 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (33,961 | ) | | | (115,250 | ) | | | (1,105,836 | ) |
Provision for income taxes | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Net Loss from Continuing Operations | | $ | (33,961 | ) | | $ | (115,250 | ) | | $ | (1,105,836 | ) |
| | | | | | | | | | | | |
DISCONTINUED OPERATIONS: | | | | | | | | | | | | |
Loss from discontinued operations | | | - | | | | - | | | | (42,488 | ) |
| | | | | | | | | | | | |
Net Loss | | $ | (33,961 | ) | | $ | (115,250 | ) | | $ | (1,148,324 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
OTHER COMPREHENSIVE LOSS | | | | | | | | | | | | |
Foreign currency translation adjustments | | | - | | | | - | | | | (258,926 | ) |
| | | | | | | | | | | | |
Comprehensive loss | | $ | (33,961 | ) | | $ | (115,250 | ) | | $ | (1,407,250 | ) |
| | | | | | | | | | | | |
BASIC AND DILUTED LOSS PER COMMON SHARE: | | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.01 | ) | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 11,809,982 | | | | 11,809,982 | | | | | |
See accompanying notes to the audited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT | |
Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 | |
| |
| | | | | | | | | | | | | | Deficit | | | | | | | |
| | | | | | | | Accumulated | | | Stock | | | Accumulated | | | | | | | |
| | Common Stock | | | Other | | | Subscriptions | | | During | | | | | | | |
| | Number of | | | | | | Comprehensive | | | Received | | | Development | | | Accumulated | | | | |
| | Shares | | | Amount | | | Loss | | | In Advance | | | Stage | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Opening balance beginning of development stage (August 1, 2002) (Unaudited) | | | 2,515,240 | | | $ | 1,811,238 | | | $ | (241,911 | ) | | $ | - | | | $ | - | | | $ | (1,899,000 | ) | | $ | (329,673 | ) |
Net loss | | | | | | | | | | | | | | | | | | | (96,028 | ) | | | | | | | (96,028 | ) |
Shares issued on January 20, 2003 upon the conversion of $139,708 (CDN 195,000) in convertible notes at $0.11 (CDN 0.15) Per share | | | 1,305,001 | | | | 139,708 | | | | - | | | | - | | | | - | | | | - | | | | 139,708 | |
Shares issued for cash on December 23, 2002 at $0.04 (CDN 0.05) Per share | | | 1,000,000 | | | | 35,695 | | | | - | | | | - | | | | - | | | | - | | | | 35,695 | |
Shares issued on December 23, 2002 upon the conversion of convertible notes of $35,695 (CDN 50,000) at $0.04 (CDN 0.05) Per share | | | 1,000,000 | | | | 35,695 | | | | - | | | | - | | | | - | | | | - | | | | 35,695 | |
Balance at July 31, 2003 (Unaudited) | | | 5,820,241 | | | | 2,022,336 | | | | (241,911 | ) | | | - | | | | (96,028 | ) | | | (1,899,000 | ) | | | (214,603 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (208,779 | ) | | | | | | | (208,779 | ) |
Foreign currency translation adjustments | | | - | | | | - | | | | (17,015 | ) | | | - | | | | - | | | | - | | | | (17,015 | ) |
Shares and warrants issued for cash on November 6, 2004 at $.08 (CDN 0.10) per unit | | | 334,350 | | | | 25,180 | | | | - | | | | - | | | | - | | | | - | | | | 25,180 | |
Shares and warrants issued for cash on November 14, 2003 at $0.12 (CDN 0.15) per unit | | | 259,740 | | | | 29,895 | | | | - | | | | - | | | | - | | | | - | | | | 29,895 | |
Shares and warrants issued for cash on May 28, 2004 at $0.11 (CDN 0.15) per unit | | | 131,580 | | | | 14,459 | | | | - | | | | - | | | | - | | | | - | | | | 14,459 | |
Shares issued on November 14, 2003 for debt of $125,724 (CDN 167,462) at $0.11 (CDN 0.15) Per share | | | 1,116,410 | | | | 125,754 | | | | - | | | | - | | | | - | | | | - | | | | 125,754 | |
Cancellation of escrow shares on October 22, 2003 | | | (83,746 | ) | | | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Subscription received in advance | | | - | | | | - | | | | - | | | | 31,573 | | | | - | | | | - | | | | 31,573 | |
Balance at July 31, 2004 (Unaudited) | | | 7,578,575 | | | | 2,217,624 | | | | (258,926 | ) | | | 31,573 | | | | (304,807 | ) | | | (1,899,000 | ) | | | (213,536 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | | | | | (208,582 | ) | | | | | | | (208,582 | ) |
Shares and warrants issued for cash on August 17, 2004 at $0.11307 (CDN 0.15) per unit | | | 141,950 | | | | 16,573 | | | | - | | | | (16,573 | ) | | | - | | | | - | | | | - | |
Shares and warrants issued for cash on August 17, 2004 at $0.15 per unit | | | 100,000 | | | | 15,000 | | | | - | | | | (15,000 | ) | | | - | | | | - | | | | - | |
Shares issued for cash on October 27, 2004 at $0.10 per share | | | 500,000 | | | | 50,000 | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | |
Shares issued on December 9, 2004 for amounts due to a related party at $0.08 per share | | | 376,809 | | | | 30,000 | | | | - | | | | - | | | | - | | | | - | | | | 30,000 | |
Shares issued on February 7, 2005 for services provided at $0.10 per share. | | | 500,000 | | | | 50,000 | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | |
Shares issued on June 24, 2005 for amounts due to a related party at $0.05 per share | | | 295,807 | | | | 15,000 | | | | - | | | | - | | | | - | | | | - | | | | 15,000 | |
| | | 9,493,141 | | | | 2,394,197 | | | | (258,926 | ) | | | - | | | | (513,389 | ) | | | (1,899,000 | ) | | | (277,118 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | | | | | (485,724 | ) | | | | | | | (485,724 | ) |
Shares issued on October 31, 2006 for amounts due to a related party at $0.07 per share | | | 114,329 | | | | 7,500 | | | | | | | | | | | | | | | | | | | | 7,500 | |
Shares issued for cash on February 2, 2006 at $0.04 per share | | | 345,554 | | | | 15,000 | | | | | | | | | | | | | | | | | | | | 15,000 | |
Shares issued on May 10, 2006 for amounts due to a related party at $0.07 per share | | | 106,958 | | | | 7,500 | | | | | | | | | | | | | | | | | | | | 7,500 | |
Shares issued on May 18, 2006 for amounts due to a related party at $0.10 per share | | | 500,000 | | | | 50,000 | | | | | | | | | | | | | | | | | | | | 50,000 | |
Shares issued on May 25, 2006 for amounts due to a related party at $0.07 per share | | | 1,250,000 | | | | 88,349 | | | | - | | | | - | | | | - | | | | - | | | | 88,349 | |
Balance at July 31, 2006 | | | 11,809,982 | | | | 2,562,546 | | | | (258,926 | ) | | | - | | | | (999,113 | ) | | | (1,899,000 | ) | | | (594,493 | ) |
| | | | �� | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (115,250 | ) | | | - | | | | (115,250 | ) |
Balance at July 31, 2007 | | | 11,809,982 | | | | 2,562,546 | | | | (258,926 | ) | | | - | | | | (1,114,363 | ) | | | (1,899,000 | ) | | | (709,743 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (33,961 | ) | | | - | | | | (33,961 | ) |
Balance at July 31, 2008 | | | 11,809,982 | | | $ | 2,562,546 | | | $ | (258,926 | ) | | $ | - | | | $ | (1,148,324 | ) | | $ | (1,899,000 | ) | | $ | (743,704 | ) |
See accompanying notes to the audited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| | | | | | | | | |
| | | | | | | | Cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008 (Unaudited) | |
| | For the fiscal years ended July 31, | |
| | 2008 | | | 2007 | |
CASH FLOWS (TO) FROM OPERATING ACTIVITIES | | | | | | | | | |
Net loss from operations | | $ | (33,961 | ) | | $ | (115,250 | ) | | $ | (1,148,324 | ) |
Adjustments to reconcile net loss to net cash used in | | | | | | | | | | | | |
operating activities | | | | | | | | | | | | |
Loss from discontinued operations | | | | | | | | | | | 42,488 | |
Loss on write down of other assets | | | - | | | | 20,397 | | | | 20,397 | |
Gain on settlement of debt | | | - | | | | - | | | | (72,010 | ) |
Depreciation expense | | | 460 | | | | 549 | | | | 6,890 | |
Common stock issued for services | | | - | | | | - | | | | 50,000 | |
Changes in assets and liabilities | | | | | | | | | | | | |
Decrease (increase) in other receivables | | | - | | | | - | | | | 20,421 | |
Decrease (Increase) in prepaid expenses | | | - | | | | 2,400 | | | | 37 | |
Increase (decrease) in accounts payable and accrued liabilities | | | 10,058 | | | | 1,031 | | | | 425,184 | |
Incr ease in due to related parties to be settled in stock | | | 9,750 | | | | 17,500 | | | | 27,250 | |
Increase (decrease) in due to related parties | | | 14,044 | | | | 74,085 | | | | 186,927 | |
| | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | 351 | | | | 712 | | | | (440,740 | ) |
| | | | | | | | | | | | |
CASH FLOWS (TO) FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Purchase of fixed assets | | | - | | | | - | | | | (2,194 | ) |
Acquisition of receivables portfolios | | | - | | | | - | | | | (76,171 | ) |
Advances for film production | | | - | | | | - | | | | (20,397 | ) |
Collection of receivables portfolios | | | - | | | | - | | | | 24,139 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | - | | | | - | | | | (74,623 | ) |
| | | | | | | | | | | | |
CASH FLOWS (TO) FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Issuance of common stock for cash | | | - | | | | - | | | | 170,229 | |
Stock subscriptions received in advance | | | - | | | | - | | | | 31,753 | |
Proceeds from notes payable-related party | | | - | | | | - | | | | 328,575 | |
Repayment of promissory notes payable | | | - | | | | - | | | | (4,811 | ) |
Repayments to related parties | | | - | | | | - | | | | (10,000 | ) |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | - | | | | - | | | | 515,746 | |
| | | | | | | | | | | | |
Effect of foreign currency translation | | | - | | | | - | | | | 364 | |
| | | | | | | | | | | | |
Change in cash and cash equivalents during period | | | 351 | | | | 712 | | | | 747 | |
Cash and cash equivalents beginning of the period | | | 832 | | | | 120 | | | | 436 | |
| | | | | | | | | | | | |
Cash and cash equivalents end of the period | | $ | 1,183 | | | $ | 832 | | | $ | 1,183 | |
See accompanying notes to the audited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Organization
Bravo Resource Partners Ltd. (the “Company”) was incorporated in the Province of British Columbia on November 14, 1986. On May 6, 1994, we changed our business name to Oro Bravo Resources Ltd. On January 21, 2000, the Company moved its corporate domicile to the Yukon Territory in British Colombia, Canada under the Business Corporations Act and subsequently changed our business name to Bravo Resource Partners Ltd. Effective August 18, 2003, in accordance with the revised TSX Venture Exchange (“TSX-V”) Policy 2.5, the Company was transferred to the NEX board. As of 2006, the Company no longer trades on the NEX board. It was previously designated a TSX Venture inactive issuer; however, the Company discontinued operations and is considered to be in the development stage. The Company’s fiscal year end is July 31. Prior to becoming inactive, Bravo Resource Partners Ltd. was engaged in the acquisition, exploration, and development of mineral properties, and briefly sought a business opportunity in the consumer debt portfolio industry. Bravo has attempted to become active in the debt portfolio and distressed asset recovery business as well as the film editing and multi-media production industry; however, at this time Bravo is inactive and remains in the development stage. Bravo plans to become active in the film production and entertainment industry once the Company finds an appropriate entertainment project and obtains the financial ability to do so.
The Company’s consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception, and as of July 31, 2008, had an accumulated deficit of $3,047,324 and a working capital deficit of $744,889. The Company has no current source of revenue. ��These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable amount of time. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue operations. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis. It is management's plan in this regard to obtain additional working capital through equity financing. The Company is currently precluded from issuing stock because it is subject to cease trade orders issued by the British Columbia Securities Commission and the Alberta Securities Commission. The cease trade orders were issued because of the Company's failure to provide the required financial disclosures. The Company plans to apply to have the cease trade orders lifted once it becomes current on its financial disclosures.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Minera Oro Bravo S.A., a Company incorporated in Costa Rica, and Minera Oro Bravo Mexico, S.A. de C.V., a Company incorporated in Mexico. All material inter-company balances and transactions were eliminated upon consolidation.
Unaudited Cumulative Financial Statements
The financial information included on the accompanying consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders' deficit and consolidated statements of cash flows for the cumulative period from the beginning of the development stage (August 1, 2002) to July 31, 2008 is considered unaudited. The financial information included in this cumulative period for the years ended July 31, 2008, 2007 and 2006 has been audited by the Company's current auditors'; however, Rule 2-05 of Regulation S-X states the report of auditors of the prior periods must be presented as they are referenced as having audited a portion of the cumulative data. As it is not practical for the Company to meet the requirements to include the reports of its prior auditors, the cumulative information must be labeled as unaudited.
Fair Value of Financial Instruments
Cash, receivables, accounts payable and accrued liabilities, due to related parties and notes payable to related party are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents consist of time deposits and all liquid instruments with original maturities of three months or less.
Property and Equipment
Property and equipment consists of computer ($2,045) and software ($149) and are stated at cost less accumulated depreciation of $1,009. Depreciation is provided for computer and software on the straight-line method over the estimated useful lives of the assets of three to five years. Total depreciation expense was $460 and $549 for the years ended July 31, 2008 and 2007, respectively. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense. The Company did not have such expense during the years ended July 31, 2008 or 2007.
Advances for Film Production:
Capitalized film costs consist of investments in films which include the unamortized costs of completed films which have been produced by the Company or for which the Company has acquired distribution rights or film libraries.
For films produced by the Company, capitalized costs include all direct production and financing costs, and production overhead. For acquired films, these capitalized costs consist of minimum guarantee payments to acquire the distribution rights.
Costs of acquiring and producing films and of acquired libraries are amortized using the individual-film-forecast method, whereby these costs are amortized and participation and residual costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.
Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed ten years following the date of acquisition.
Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using management’s future revenue and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management’s future revenue estimates.
Films in progress include the accumulated costs of production, which have not yet been completed by the Company.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Films in development include costs of acquiring film rights to original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date determined not to be recoverable or when abandoned, or three years from the date of the initial investment. See Note 7.
Estimates
The preparation of financial statements in accordance 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 amount of revenues and expenses during the year. Actual results could differ from those estimates. Significant estimates include accounting for income taxes and uncertainty in income taxes and depreciation.
Income Taxes
In accordance with SFAS 109, Accounting for Income Taxes, the Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company has adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”) as of August 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing FIN 48, the Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended July 31, 2005 through 2008 for U.S. Federal Income Tax and for the State of Colorado Income Tax, the tax years which remain subject to examination by major tax jurisdictions as of July 31, 2008.
The Company does not have any unrecognized tax benefits as of August 1, 2007 and July 31, 2008 which if recognized would affect the Company’s effective income tax rate.
The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes as of August 1, 2007 or July 31, 2008.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basic and Diluted Net Loss Per Share
Statement of Financial Accounting Standards No. 128, Earnings Per Share, (“SFAS 128”) provides for the calculation of “Basic” and “Diluted” earnings per share. Basic net loss per common share includes no dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during each period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. As of July 31, 2008 and 2007, there are no outstanding warrants, options or other potentially dilutive Securities outstanding.
Concentrations of Credit Risk
The Company maintains all cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the current year presentation.
Stock-Based Compensation
On August 1, 2006, the Company adopted SFAS No. 123 (R) “Share-Based Payment” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values.
The Company adopted SFAS No. 123(R) using the modified prospective transition method, which required the application of the accounting standard as of August 1, 2006. The accompanying consolidated financial statements as of and for the year ended July 31, 2007 reflect the impact of SFAS No. 123(R). In accordance with the modified prospective transition method, the Company’s accompanying consolidated financial statements for the prior periods have not been restated, and do not include the impact of SFAS No. 123(R). The Company did not recognize any stock based compensation expense under SFAS No. 123(R) for the years ended July 31, 2007 or 2008.
Recent Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The statement does not require any new fair value measurements, but for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS No. 157 to have a material impact on its financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (SFAS No. 158). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulate other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the company’s fiscal year ending July 31, 2008. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the company’s fiscal year ending July 31, 2010. The company is currently evaluating the impact of the adoption of SFAS No. 158 and does not expect that it will have a material impact on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
In February 2007, the FASB issued SFAS No. 159, the “Fair Value Option for Financial Assets and Financial Liabilities”. SFAS 159 provides entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that select different measurement attributes. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 to have a material impact on its financial statements.
In June 2007, the Emerging Issues Task Force (“EITF”) issued Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services To Be Used in Future Research and
Recent Pronouncements (Continued)
Development Activities” (“EITF 07-3”) which concluded that nonrefundable advance payments for goods or services to be received in the future for use in research and development activities should be deferred and capitalized. The capitalized amounts should be expensed as the related goods are delivered or services are performed. Such capitalized amounts should be charged to expense if expectations change such that the goods will not be delivered or services will not be performed. The provisions of EITF 07-3 are effective for new contracts entered into during fiscal years beginning after December 15, 2007. The consensus on EITF 07-3 may not be applied to earlier periods and early adoption is not permitted. The Company is currently evaluating the effect of this pronouncement on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations - Revised 2007”. SFAS 141 (R) provides guidance on improving the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R applies to business combinations where is the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141 to have a material impact on its financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the effect of this pronouncement on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.
In September 2006, the United States Securities and Exchange Commission (“SEC”) adopted SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This SAB provides guidance on the consideration of the effects to prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company’s balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The company does not expect the adoption of SAB No. 108 to have a material impact on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
On May 4, 2006 the Company announced that its common stock was approved for trading on the Over the Counter Bulletin Board (OTCBB) and Pink Sheets. The Company’s common stock trades under the stock symbol “BRPNF”. On December 5, 2006, the Company received a cease trade order from the British Columbia Securities Commission, and subsequently, the Company received a cease trade order from the Alberta Securities Commission. The reason for the cease trade orders was the failure to file current audited financial information and management discussion and analysis.
There were no equity transactions during the years ended July 31, 2007 or 2008. See Note 11 for equity transactions occurring subsequent to year end.
4. RELATED PARTY TRANSACTIONS
During the fiscal year ended July 31, 2008 and 2007, the Company entered into the following related party transactions:
| a) | On May 23, 2008, the Company entered into an agreement to satisfy all amounts due or which may be due to Michael Meier, one of the directors of the Company. The total amount due at July 31, 2008, was $26,000 and is included in Liabilities due to related parties to be settled in stock on the accompanying consolidated balance sheet as of July 31, 2008. The total amount due at July 31, 2007, was $16,250 and is included in Due to related parties on the accompanying consolidated balance sheet as of July 31, 2007. In exchange for a full and final release of all amounts owed for consulting, expenses, and director fees, the Company agreed to issue, contingent upon the cease trade orders being lifted, to Meier Ludwig, LLC (a Company owned by the director), 260,000 common shares at an agreed upon value of $0.10 per share for total value of $26,000, and the Company agreed to transfer its interest in 30,557 shares of Everest Exploration, Inc., to Meier Ludwig, LLC. The shares of Everest Exploration, Inc., were determined not to have value. See Note 8. |
| b) | The Company sold its interests in the television pilots entitled Ride and Uncaged to Ki Development, Inc., a company that is affiliated with Ernest Staggs, a director of the Company, for total consideration of $500. See Note 7. |
| c) | In February 2007, the Company agreed to issue 433,273 common shares in satisfaction of a current obligation to Asset Solutions (Hong Kong) Ltd. for consulting services with a value of $25,000 based on an average price per share of $0.06. The liability was for consulting services at $2,500 per month for the final ten months of a consulting agreement which began in November 2003. Asset Solutions is a shareholder of the Company and a director of the Company (Ernest Staggs) represented Asset Solutions (Hong Kong) Ltd. as an attorney. The nature of the representation related to the recovery of distressed assets held by Asset Solutions (Hong Kong) Ltd. as well as miscellaneous business matters. The consulting agreement with Asset Solutions (Hong Kong) Ltd. provided for forty months of consulting services to be provided by Asset Solutions (Hong Kong) Ltd. at $2,500 per month. The final payment was due in February 2007. At the option of Bravo, the monthly obligation could be settled with the issuance of shares at the average closing price per share of the Company's common stock for the month in which the obligation was due. The Company currently has a liability accrued to Asset Solutions (Hong Kong) Ltd. in the amount of $25,000 recorded as "Liabilities due to related parties to be settled in stock" on the accompanying consolidated statements of operations as of July 31, 2008 and 2007. Such amount will be settled by the issuance of the Company's common stock as described above, once the cease trade order has been lifted. |
The following table sets forth the total liability amount to be settled by the issuance of common shares as of the dates set forth contingent upon the cease trade orders from the British Columbia Securities Commission and the Alberta Securities Commission being lifted. If the Company is unable to have the cease trade orders lifted and therefore is unable to issue the common shares set forth below, then the liabilities will be settled in cash at their recorded values set forth herein.
Liabilities due to related parties to be settled in stock | | Liability Amount | | | Shares to be Issued | | | Price per share | |
Balance July 31, 2006 (Asset Solutions) | | $ | 7,500 | | | | 76,316 | | | $ | 0.10 | |
Asset Solutions for 2007 services | | | 17,500 | | | | 356,957 | | | | 0.05 | |
| | | | | | | | | | | | |
Balance, July 31, 2007 | | | 25,000 | | | | 433,273 | | | | | |
| | | | | | | | | | | | |
Michael Meier ($9,750 current and $16,250 reclassified from due to related party) | | | 26,000 | | | | 260,000 | | | | 0.10 | |
| | | | | | | | | | | | |
Balance, July 31, 2008 | | $ | 51,000 | | | | 693,273 | | | | | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For information on agreements entered after the year ended July 31, 2008, relating to Liabilities to be settled in stock, See Note 11.
4. RELATED PARTY TRANSACTIONS (Continued)
Current Liabilities
At July 31, 2008 and 2007, the Company had amounts of $235,193 and $237,399 due to directors, former directors and officers, and related parties for services provided, expenses incurred on behalf of the Company, and for cash advances made to the Company. These amounts are unsecured, without interest and have no specific terms of repayment. A majority of the balance due represents accruals for services rendered during 2007 and prior.
Notes Payable
On June 24, 2005, the Company entered into an Asset Purchase Agreement with Alpine Pictures, Inc. (“Alpine”), a related party. The Company and Alpine have a former director in common and the Company’s CEO is a consultant for Alpine. Alpine currently is not a shareholder but is owed 2,300,000 shares of the Company’s common stock. The shares will be issued once the cease trade order is lifted at which time Alpine will become a significant shareholder. In addition, Alpine currently has been funding the Company’s operations through the purchase of common stock to be issued. See Note 11. Pursuant to the terms of the Asset Purchase Agreement, the Company executed a promissory note in favor of Alpine, in the amount of $211,717 payable in full on or before June 27, 2006, bearing an annual interest of 8%. The Company was never able to put the assets into use and as a result, on October 6, 2006, the Company and Alpine, entered into a Rescission Agreement whereby all of the assets purchased were returned to Alpine, and the entire amount of the debt including all principal and interest was reduced to zero. It was determined that since the Company was never able to put the assets into use, the assets should not have been depreciated and the note should not have had interest accrued. As a result of this, there was no gain recorded on the rescission of this agreement.
On August 1, 2005, the Company issued a variable principal promissory note to Alpine Pictures, Inc., a related party. The note was non-interest bearing and was due 180 days from written demand by payee. In the event of default, the note bears interest at 10% compounded monthly, beginning 190 days after written demand. The Company received written demand for payment of this note on August 29, 2007, making the note due by February 25, 2008. The Company failed to pay the balance in full. As a result, interest started accruing at the rate of 10%, compounding monthly on March 7, 2008. The balance of this note as of July 31, 2008 and 2007, was $318,779. Accrued interest on this note amounted to $14,044 and $0 as of July 31, 2008 and 2007, respectively. The accrued interest is recorded as due to related parties on the accompanying consolidated balance sheets. The Company and Alpine disagreed on the amount due under this note and subsequent to year end, the Company and Alpine settled the amounts due. See Note 11.
5. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
| | | 2008 | | | 2007 | |
| Cash paid during the period for income taxes | | | -0- | | | | -0- | |
| Cash paid during the period for interest | | | -0- | | | | -0- | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. INCOME TAXES
A reconciliation of income tax expense at statutory federal and state income tax rates is as follows for the years ended July 31: | |
| | 2008 | | | 2007 | |
| | | | | | |
Income tax benefit at statutory rate | | $ | (10,868 | ) | | $ | (36,655 | ) |
Increase in valuation allowance | | | 10,868 | | | | 36,655 | |
| | | | | | | | |
Income tax expense | | $ | - | | | $ | - | |
| | | | | | | | |
Deferred income taxes reflect the net tax effects of temporary difference of carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows as of July 31: | |
| | | | | | | | |
| | 2008 | | | 2007 | |
Net loss carryforwards totaling $843,517 and $809,566, respectively, expiring 2025 through 2028 | | $ | 269,925 | | | $ | 259,057 | |
Valuation allowance | | | (269,925 | ) | | | (259,057 | ) |
Deferred tax assets, net | | $ | - | | | $ | - | |
| | | | | | | | |
As a result of the significant net losses incurred since inception of the development stage and because the likelihood of being able to utilize these losses is not presently determinable, the Company has recorded a valuation allowance to fully reserve its net deferred tax asset. | |
| |
| |
| |
The components of the Company's deferred income tax expense (benefit) are as follows for the years ended July 31: | |
| | 2008 | | | 2007 | |
| | | | | | | | |
Net loss carryforwards | | $ | 10,868 | | | $ | 36,655 | |
Less: valuation allowance | | | (10,868 | ) | | | (36,655 | ) |
| | | | | | | | |
Income tax expense (benefit) | | $ | - | | | $ | - | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. INCOME TAXES (Continued)
The Company incurred operating losses of $33,961 and $115,250 in fiscal year end 2008 and 2007, respectively for U.S. federal and state income tax purposes. These losses combined with previous losses total $843,517, which may be available to be carried forward to reduce taxable income in future years; however these losses may be limited by section 382 of the Internal Revenue Code in the event of significant ownership change. Unless utilized, these losses will expire beginning in 2025. The Company has also incurred operating losses for Canadian income tax purposes of approximately $959,773 which expire through 2015. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements.
7. ADVANCES FOR FILM PRODUCTION
On February 25, 2006, the Company entered into an investment agreement with Shore Drive Productions LLC, a California limited liability company, to participate in the development, production, and distribution of two television series entitled "Ride" and "Uncaged." The Company agreed to invest $11,075 in the development of “Uncaged" and $9,300 in the development of “Ride." In 2007, the Company determined that the television series would not be produced or distributed, and therefore, the Company wrote off the investments, which is included on the accompanying statements of operations for the year ended July 31, 2007 as loss on write-off of other assets. Thereafter, in July 2008, the Company sold its rights to the productions for $500 to Ki Development, Inc., a Colorado corporation affiliated with Ernest Staggs, an officer and director of the Company. The Company has recorded a gain on advances for film production of $500 on the accompanying consolidated statement of operations for the year ended July 31, 2008.
8. SETTLEMENT INCOME
During 2004 the Company was in the business of debt recovery and as part of that it acquired shares of Everest Exploration, Inc. (“Everest”). These shares did not have value. During 2006, Everest paid a dividend. There were issues in regards to whom the dividend was owed and who owned the shares as the shares were never issued to the Company but rather to Raccoon Recovery, LLC, a company contracting with the Company. On October 23, 2006, a settlement was reached in the interpleader action relating to the dividend from Everest Exploration, Inc. Pursuant to the settlement, the Company received $44,653 as its dividend from its holding in Everest Exploration, Inc. and 30,557 shares of Everest, the shares it was to have owned from the debt recovery business. The Company received $37,897 in cash and paid attorneys fees with the difference. The Company recorded a gain on settlement for the $44,653 received during the year ended July 31, 2007. There is no readily available market value for the Everest shares, and they were determined to have nominal value. The shares of Everest were later transferred to a related party on May 23, 2008, as partial consideration for the obligation to the related party. See Note 4.
9. COMMITMENTS AND CONTINGENCIES
In October 2004, Bravo entered into a Stock Purchase Agreement and a Consulting Agreement with the Bridge Group, Inc. Pursuant to the Stock Purchase Agreement, Bravo sold 500,000 shares of common stock to the Bridge Group for $50,000, and the shares were issued on or about October 27, 2004.
In October 2004, the Company entered into a consulting agreement with the Bridge Group, Inc. The consulting agreement provides that the Bridge Group will consult with the Company in the areas of mergers and acquisitions. In return, the Company agreed to issue 1,500,000 shares of common stock to the Bridge Group, payable as follows: 500,000 shares upon execution of the agreement on October 28, 2004; 500,000 shares when the Company's common stock was listed on the OTC Bulletin Board or its equivalent; and 500,000 shares when the Company acquires an active business. To date, Bridge Group has received 1,000,000 shares pursuant to the Consulting Agreement. The 1,000,000 shares issued pursuant to the Consulting Agreement are based on (1) the execution of the agreement on October 28, 2004 (issued on February 7, 2005, with a value of $50,000 or $0.10 per share); and (2) the listing of Bravo's common stock on the OTC Bulletin Board which occurred in May 2006 (issued on May 18, 2006, with a value of $50,000 or $0.10 per share). An additional 500,000 shares will be due when Bravo acquires an active business.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES (continued)
The Company filed a verified complaint for declaratory and injunctive relief and damages against a Canadian citizen seeking a preliminary and permanent injunction against purporting to act on the Company's behalf, seeking a declaratory judgment that the defendant is not a member of the board of directors and has no authority to act, and seeking damages for misrepresentation, conversion, and civil theft. On January 2, 2009, we obtained an Order of Default Judgment, Declaratory Judgment and Permanent Injunction declaring that the Defendant Bart Lawrence has not been authorized to take any action, including the issuance of shares, on behalf of the Company, and enjoining Defendant from purporting to act on behalf of the Company in any manner and to cease purporting to sell stock in the Company, requiring Defendant to deliver to the Company's counsel all share certificates issued or purported to be issued in the Company, and to require the Defendant to return all property of the Company in Defendant's possession. None of the issued and outstanding common shares as stated on the most recent balance sheet dated July 31, 2008, are from inappropriate stock issuances. The Company is taking legal action to obtain the return of all illegally issued stock certificates.
10. DISCONTINUED OPERATIONS
The Company was engaged in the recovery of distressed assets and consumer debt portfolios from January 2004 to October 2004. During this time the Company acquired a consumer debt portfolio. In October 2004 the Company ceased all debt recovery operations and assigned all remaining interest in the debt portfolios to a related party in exchange for the release of all of the Company’s remaining obligations to the related party. As a result, the Company incurred costs of $48,367 for the write-down of the portfolios, offset by $5,879 of other income earned while engaged in the debt recovery business. The Company has recorded this net loss of $42,488 as loss from discontinued operations on the accompanying consolidated statements of operations and comprehensive loss for the period cumulative from the beginning of the development stage (August 1, 2002) to July 31, 2008.
11. SUBSEQUENT EVENTS
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Ernest Staggs, a director, by agreeing to settle $90,823 owed him in exchange for 700,000 shares of common stock. The amount of the settled obligation was agreed upon at $70,000 or $0.10 per share for settlement purposes only, notwithstanding the acknowledgement of the parties that the actual value of each share was below the $0.10 price per share. The actual value of the shares issued was $1,400 based upon the closing price of $0.002 per share on September 15, 2008. The difference of $20,823 between what was owed and the settlement amount will be recorded as contributed capital during its first quarter of fiscal 2009. Each party is aware the Company is unable to issue stock until the cease trade order is lifted. The settled liability amount will remain on the Company’s books until the stock is issued.
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Tyrone Carter (a director) and Tabea Carter (wife of Mr. Carter and former office manager from July 2005 to June 2006) by agreeing to settle $104,350 owed them in exchange for 700,000 shares of common stock. The amount of the settled obligation was agreed upon at $70,000 or $0.10 per share, notwithstanding the acknowledgement of the parties that the actual value of each share was below the $0.10 price per share. The actual value of the shares issued was $1,400 based upon the closing price of $0.002 per share on September 15, 2008. The difference of $34,350 between what was owed and the settlement amount will be recorded as contributed capital during its first quarter of fiscal 2009. Each party is aware the Company is unable to issue stock until the cease trade order is lifted. The settled liability amount will remain on the Company’s books until the stock is issued.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. SUBSEQUENT EVENTS (Continued)
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Alpine Pictures, Inc., a related party. The parties agreed to convert the entire balance including interest due under the variable principal promissory note payable to Alpine, of $337,029 into shares of common stock. Pursuant to the agreement, the Company agreed to issue 1,525,000 common shares to Alpine Pictures, Inc., contingent upon the cease trade orders being lifted, in exchange for satisfaction of the entire debt obligation, which the parties deemed to be in the amount of $150,000 for this transaction. The Company and Alpine Pictures, Inc., agreed to issue the shares at a deemed price of $0.098 per share. The difference of $187,029 between what was owed and the settlement amount will be recorded as contributed capital during its first quarter of fiscal 2009 and the settled debt will remain on the Company’s books until the stock is issued.
The Company entered into four stock purchase agreements with Alpine Pictures, Inc., for the issuance of shares following the lifting of the cease trade order. On August 25, 2008, the Company agreed to issue 25,000 shares of common stock of the Company at $0.10 per share for gross proceeds of $2,500. On September 5, 2008, the Company agreed to issue 50,000 shares of common stock of the Company at $0.10 per share for gross proceeds of $5,000. On October 3, 2008, the Company agreed to issue 400,000 shares of common stock of the Company at $0.05 per share for gross proceeds of $20,000. On February 18, 2009, the Company agreed to issue 300,000 shares of common stock of the Company at $0.05 per share for gross proceeds of $15,000. The common shares are subject to a hold period as provided by law.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
Consolidated Financial Statements
for the Quarter Ended April 30, 2009
Statement | | Page |
| | |
Consolidated Balance Sheets as of April 30, 2009 (unaudited) and July 31, 2008 | | F-18 |
| | |
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended April 30, 2009 and 2008 and cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-19 |
| | |
Unaudited Consolidated Statement of Changes in Stockholders’ Deficit cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-20 |
| | |
Unaudited Consolidated Statements of Cash Flows for the nine months ended April 30, 2009 and 2008 and cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | | F-21 |
| | |
Notes to Unaudited Consolidated Financial Statements | | F-22 |
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED BALANCE SHEETS | |
| | | | | | |
| | | | | | |
| | April 30, 2009 (unaudited) | | | July 31, 2008 (audited) | |
| | | | | | |
ASSETS: | | | | | | |
| | | | | | |
Current | | | | | | |
| | | | | | |
Cash and cash equivalents | | $ | 882 | | | $ | 1,183 | |
Other receivables | | | 18 | | | | 18 | |
Total current assets | | | 900 | | | | 1,201 | |
| | | | | | | | |
Property and equipment, net | | | 840 | | | | 1,185 | |
| | | | | | | | |
Total Assets | | $ | 1,740 | | | $ | 2,386 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 150,370 | | | $ | 141,118 | |
Due to related parties | | | 31,704 | | | | 235,193 | |
Liabilities due to related parties to be settled in stock | | | 383,500 | | | | 51,000 | |
Notes payable to related party | | | - | | | | 318,779 | |
| | | | | | | | |
Total current liabilities | | | 565,574 | | | | 746,090 | |
| | | | | | | | |
Commitments and Contingencies: | | | - | | | | - | |
| | | | | | | | |
Stockholders' deficit | | | | | | | | |
Preferred stock: no par value, 100,000,000 shares authorized, no shares issued or outstanding | | | - | | | | - | |
Common stock: no par value, 100,000,000 authorized, 11,809,982 | | | | | | | | |
issued and outstanding | | | 2,804,748 | | | | 2,562,546 | |
Deficit accumulated during development stage | | | (1,210,656 | ) | | | (1,148,324 | ) |
Accumulated deficit | | | (1,899,000 | ) | | | (1,899,000 | ) |
Accumulated other comprehensive loss | | | (258,926 | ) | | | (258,926 | ) |
| | | | | | | | |
Total stockholders' deficit | | | (563,834 | ) | | | (743,704 | ) |
| | | | | | | | |
Total liabilities and Stockholders' deficit | | $ | 1,740 | | | $ | 2,386 | |
See accompanying notes to the unaudited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) | |
| | | | | | | | | | | | | | | |
| | For the three months ended April 30, | | | For the nine months ended April 30, | | | Cumulative from the beginning of development stage (August 1, 2002) to | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | April 30, 2009 | |
| | | | | | | | | | | | | | | |
REVENUE | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 668 | | | | 3,551 | | | | 4,481 | | | | 10,323 | | | | 820,230 | |
Professional fees | | | 19,442 | | | | - | | | | 49,855 | | | | - | | | | 402,199 | |
| | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 20,110 | | | | 3,551 | | | | 54,336 | | | | 10,323 | | | | 1,222,429 | |
| | | | | | | | | | | | | | | | | | | | |
Loss before other income and (expenses) | | | (20,110 | ) | | | (3,551 | ) | | | (54,336 | ) | | | (10,323 | ) | | | (1,222,429 | ) |
| | | | | | | | | | | | | | | | | | | | |
OTHER INCOME AND (EXPENSES) | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (429 | ) | | | (7,386) | | | | (7,996 | ) | | | (11,530) | | | | (47,067 | ) |
Settlement income | | | - | | | | - | | | | - | | | | - | | | | 44,653 | |
Gain (loss) on settlement of debt | | | - | | | | - | | | | - | | | | - | | | | 72,603 | |
Foreign currency translation income | | | - | | | | - | | | | - | | | | - | | | | 1,651 | |
Loss on write-down of other asset | | | - | | | | - | | | | - | | | | - | | | | (20,397 | ) |
Consulting and administrative income | | | - | | | | - | | | | - | | | | - | | | | 2,676 | |
Gain on advances for film production | | | - | | | | - | | | | - | | | | - | | | | 500 | |
Other expense | | | - | | | | - | | | | - | | | | - | | | | (2,765 | ) |
Other income | | | - | | | | - | | | | - | | | | - | | | | 2,407 | |
| | | | | | | | | | | | | | | | | | | | |
Total Other income and (expenses) | | | (429 | ) | | | (7,386) | | | | (7,996 | ) | | | (11,530) | | | | 54,261 | |
| | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (20,539 | ) | | | (10,937 | ) | | | (62,332 | ) | | | (21,853 | ) | | | (1,168,168 | ) |
Provision for income taxes | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss from Continuing Operations | | $ | (20,539 | ) | | $ | (10,937 | ) | | $ | (62,332 | ) | | $ | (21,853 | ) | | $ | (1,168,168 | ) |
| | | | | | | | | | | | | | | | | | | | |
DISCONTINUED OPERATIONS: | | | | | | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | (42,488 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss | | $ | (20,539 | ) | | $ | (10,937 | ) | | $ | (62,332 | ) | | $ | (21,853 | ) | | $ | (1,210,656 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE LOSS | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | - | | | | - | | | | - | | | | - | | | | (258,926 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive loss | | $ | (20,539 | ) | | $ | (10,937 | ) | | $ | (62,332 | ) | | $ | (21,853 | ) | | $ | (1,469,582 | ) |
| | | | | | | | | | | | | | | | | | | | |
BASIC AND DILUTED LOSS PER COMMON SHARE: | | | | | | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 11,809,982 | | | | 11,809,982 | | | | 11,809,982 | | | | 11,809,982 | | | | | |
See accompanying notes to the unaudited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) | |
Cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009 | |
| |
| | | | | | | | | | | | | | Deficit | | | | | | | |
| | | | | | | | Accumulated | | | Stock | | | Accumulated | | | | | | | |
| | Common Stock | | | Other | | | Subscriptions | | | During | | | | | | | |
| | Number of | | | | | | Comprehensive | | | Received | | | Development | | | Accumulated | | | | |
| | Shares | | | Amount | | | Loss | | | In Advance | | | Stage | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Opening balance beginning of development stage (August 1, 2002) | | | 2,515,240 | | | $ | 1,811,238 | | | $ | (241,911 | ) | | $ | - | | | $ | - | | | $ | (1,899,000 | ) | | $ | (329,673 | ) |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (96,028 | ) | | | - | | | | (96,028 | ) |
Shares issued on January 20, 2003 upon the conversion of $139,708 (CDN 195,000) in convertible notes at $0.11 (CDN 0.15) Per share | | | 1,305,001 | | | | 139,708 | | | | - | | | | - | | | | - | | | | - | | | | 139,708 | |
Shares issued for cash on December 23, 2002 at $0.04 (CDN 0.05) Per share | | | 1,000,000 | | | | 35,695 | | | | - | | | | - | | | | - | | | | - | | | | 35,695 | |
Shares issued on December 23, 2002 upon the conversion of convertible notes of $35,695 (CDN 50,000) at $0.04 (CDN 0.05) Per share | | | 1,000,000 | | | | 35,695 | | | | - | | | | - | | | | - | | | | - | | | | 35,695 | |
Adjustment | | | - | | | | | | | | | | | | | | | | | | | | | | | | - | |
Balance at July 31, 2003 | | | 5,820,241 | | | | 2,022,336 | | | | (241,911 | ) | | | - | | | | (96,028 | ) | | | (1,899,000 | ) | | | (214,603 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (208,779 | ) | | | | | | | (208,779 | ) |
Foreign currency translation adjustments | | | - | | | | - | | | | (17,015 | ) | | | - | | | | - | | | | - | | | | (17,015 | ) |
Shares and warrants issued for cash on November 6, 2004 at $.08 (CDN 0.10) per unit | | | 334,350 | | | | 25,180 | | | | - | | | | - | | | | - | | | | - | | | | 25,180 | |
Shares and warrants issued for cash on November 14, 2003 at $0.12 (CDN 0.15) per unit | | | 259,740 | | | | 29,895 | | | | - | | | | - | | | | - | | | | - | | | | 29,895 | |
Shares and warrants issued for cash on May 28, 2004 at $0.11 (CDN 0.15) per unit | | | 131,580 | | | | 14,459 | | | | - | | | | - | | | | - | | | | - | | | | 14,459 | |
Shares issued on November 14, 2003 for debt of $125,724 (CDN 167,462) at $0.11 (CDN 0.15) Per share | | | 1,116,410 | | | | 125,754 | | | | - | | | | - | | | | - | | | | - | | | | 125,754 | |
Cancellation of escrow shares on October 22, 2003 | | | (83,746 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Subscription received in advance | | | - | | | | - | | | | - | | | | 31,573 | | | | - | | | | - | | | | 31,573 | |
Balance at July 31, 2004 | | | 7,578,575 | | | | 2,217,624 | | | | (258,926 | ) | | | 31,573 | | | | (304,807 | ) | | | (1,899,000 | ) | | | (213,536 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | | | | | | | | | | | | | | | | | (208,582 | ) | | | | | | | (208,582 | ) |
Shares and warrants issued for cash on August 17, 2004 at $0.11 (CDN 0.15) per unit | | | 141,950 | | | | 16,573 | | | | - | | | | (16,573 | ) | | | - | | | | - | | | | - | |
Shares and warrants issued for cash on August 17, 2004 at $0.15 per unit | | | 100,000 | | | | 15,000 | | | | - | | | | (15,000 | ) | | | - | | | | - | | | | - | |
Shares issued on December 9, 2004 for amounts due to a related party at $0.08 per share | | | 376,809 | | | | 30,000 | | | | - | | | | - | | | | - | | | | - | | | | 30,000 | |
Shares issued for cash on October 27, 2004 at $0.10 per share | | | 500,000 | | | | 50,000 | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | |
Shares issued on February 7, 2005 for services provided at $0.10 per share | | | 500,000 | | | | 50,000 | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | |
Shares issued on June 24, 2005 for amounts due to a related party at $0.05 per share | | | 295,807 | | | | 15,000 | | | | - | | | | - | | | | - | | | | - | | | | 15,000 | |
Balance at July 31, 2005 | | | 9,493,141 | | | | 2,394,197 | | | | (258,926 | ) | | | - | | | | (513,389 | ) | | | (1,899,000 | ) | | | (277,118 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | | | | | | | | | | | | | | | | | (485,724 | ) | | | | | | | (485,724 | ) |
Shares issued on October 31, 2006 for amounts due to a related party at $0.07 per share | | | 114,329 | | | | 7,500 | | | | | | | | | | | | | | | | | | | | 7,500 | |
Shares issued for cash on February 2, 2006 at $0.04 per share | | | 345,554 | | | | 15,000 | | | | | | | | | | | | | | | | | | | | 15,000 | |
Shares issued on May 10, 2006 for amounts due to a related party at $0.07 per share | | | 106,958 | | | | 7,500 | | | | | | | | | | | | | | | | | | | | 7,500 | |
Shares issued on May 18, 2006 for amounts due to a related party at $0.10 per share | | | 500,000 | | | | 50,000 | | | | | | | | | | | | | | | | | | | | 50,000 | |
Shares issued on May 25, 2006 for amounts due to a related party at $0.07 per share | | | 1,250,000 | | | | 88,349 | | | | - | | | | - | | | | - | | | | - | | | | 88,349 | |
Balance at July 31, 2006 | | | 11,809,982 | | | | 2,562,546 | | | | (258,926 | ) | | | - | | | | (999,113 | ) | | | (1,899,000 | ) | | | (594,493 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (115,250 | ) | | | - | | | | (115,250 | ) |
Balance at July 31, 2007 | | | 11,809,982 | | | | 2,562,546 | | | | (258,926 | ) | | | - | | | | (1,114,363 | ) | | | (1,899,000 | ) | | | (709,743 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (33,961 | ) | | | - | | | | (33,961 | ) |
Balance at July 31, 2008 | | | 11,809,982 | | | | 2,562,546 | | | | (258,926 | ) | | | - | | | | (1,148,324 | ) | | | (1,899,000 | ) | | | (743,704 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on settlement of accrued liabilities and related party note payable recorded as contributed capital | | | - | | | | 242,202 | | | | - | | | | - | | | | - | | | | - | | | | 242,202 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | - | | | | - | | | | - | | | | - | | | | (62,332 | ) | | | - | | | | (62,332 | ) |
Balance at April 30, 2009 | | | 11,809,982 | | | $ | 2,804,748 | | | $ | (258,926 | ) | | $ | - | | | $ | (1,210,656 | ) | | $ | (1,899,000 | ) | | $ | (563,834 | ) |
See accompanying notes to the unaudited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD. | |
(A Development Stage Company) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |
| | | | | | | | | |
| | | | | | | | Cumulative from the beginning of development stage (August 1, 2002) to April 30, 2009 | |
| | For the nine months ended April 30, | |
| | 2009 | | | 2008 | |
CASH FLOWS (TO) FROM OPERATING ACTIVITIES | | | | | | | | | |
Net income (loss) from operations | | $ | (62,332 | ) | | $ | (21,853 | ) | | $ | (1,210,656 | ) |
Adjustments to reconcile net loss to net cash used in | | | | | | | | | | | | |
operating activities | | | | | | | | | | | | |
Loss from discontinued | | | - | | | | - | | | | 42,488 | |
Loss on write down of other assets | | | - | | | | - | | | | 20,397 | |
Gain on settlement of debt | | | - | | | | - | | | | (72,010 | ) |
Depreciation expense | | | 345 | | | | 345 | | | | 7,235 | |
Common stock issued for services | | | - | | | | - | | | | 50,000 | |
Changes in assets and liabilities | | | | | | | | | | | | |
Decrease (increase) in other receivables | | | - | | | | - | | | | 20,421 | |
Decrease (Increase) in prepaid expenses | | | - | | | | - | | | | 37 | |
Increase (decrease) in accounts payable and accrued liabilities | | | 9,252 | | | | 11,629 | | | | 434,436 | |
Increase (decrease) in due to related parties | | | 9,934 | | | | 9,751 | | | | 224,111 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | (42,801) | | | | (128 | ) | | | (483,541 | ) |
| | | | | | | | | | | | |
CASH FLOWS (TO) FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Purchase of fixed assets | | | - | | | | - | | | | (2,194 | ) |
Acquisition of receivables portfolios | | | - | | | | - | | | | (76,171 | ) |
Advances for film production | | | - | | | | - | | | | (20,397 | ) |
Collection of receivables portfolios | | | - | | | | - | | | | 24,139 | |
| | | | | | | | | | | | |
Net cash (used in) investing activities | | | - | | | | - | | | | (74,623 | ) |
| | | | | | | | | | | | |
CASH FLOWS (TO) FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Issuance of common stock for cash | | | - | | | | - | | | | 170,229 | |
Stock subscriptions received in advance | | | - | | | | - | | | | 31,753 | |
Proceeds from notes payable-related party | | | - | | | | - | | | | 328,575 | |
Repayment of promissory notes payable | | | - | | | | - | | | | (4,811 | ) |
Proceeds from sale of common stock to be issued | | | 42,500 | | | | - | | | | 42,500 | |
Repayments to related parties | | | - | | | | - | | | | (10,000 | ) |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 42,500 | | | | - | | | | 558,246 | |
| | | | | | | | | | | | |
Effect of foreign currency translation | | | - | | | | - | | | | 364 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Change in cash and cash equivalents during period | | | (301) | | | | (128 | ) | | | 446 | |
Cash and cash equivalents beginning of the period | | | 1,183 | | | | 832 | | | | 436 | |
| | | | | | | | | | | | |
Cash and cash equivalents end of the period | | $ | 882 | | | $ | 704 | | | $ | 882 | |
See accompanying notes to the unaudited consolidated financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Organization
Bravo Resource Partners Ltd. (the “Company”) was incorporated in the Province of British Columbia on November 14, 1986, On May 6, 1994, we changed our business name to Oro Bravo Resources Ltd. On January 21, 2000, the Company moved its corporate domicile to the Yukon Territory in British Colombia, Canada under the Business Corporations Act and subsequently changed our business name to Bravo Resource Partners Ltd. Effective August 18, 2003, in accordance with the revised TSX Venture Exchange (“TSX-V”) Policy 2.5, the Company was transferred to the NEX board. It was previously designated a TSX Venture inactive issuer; however, the Company discontinued operations and is considered to be in the development stage. The Company’s year end is July 31. Prior to becoming inactive, Bravo Resource Partners Ltd. was engaged in the acquisition, exploration, and development of mineral properties, and briefly sought a business opportunity in the consumer debt portfolio industry. Bravo has attempted to become active in the debt portfolio and distressed asset recovery business as well as the film editing and multi-media production industry; however, at this time Bravo is inactive and remains in the development stage. Bravo plans to become active in the film production and entertainment industry once the Company finds an appropriate entertainment project and obtains the financial ability to do so.
Basis of Presentation
The unaudited financial statements have been prepared by Bravo Resource Partners Ltd. (the "Company"), in accordance with generally accepted accounting principles for interim financial information and with Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10 for the period ended July 31, 2008. In the opinion of management, the unaudited interim financial statements furnished here include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the result for the interim period presented. In the opinion of management, the interim financial statements include all adjustments that are necessary in order to make the financial statements not misleading. The results of the three and nine months ended April 30, 2009, are not necessarily indicative of the results to be expected for the full year ending July 31, 2009.
Going concern
The Company’s consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception, and as of April 30, 2009, had an accumulated deficit of $3,109,656 and a working capital deficit of $564,674. The Company has no current source of revenue. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable amount of time. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue operations. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis. It is management's plan in this regard to obtain additional working capital through equity financing. The Company is currently precluded from issuing stock because it is subject to cease trade orders issued by the British Columbia Securities Commission and the Alberta Securities Commission. The cease trade orders were issued because of the Company's failure to provide the required financial disclosures. The Company plans to apply to have the cease trade orders lifted once it becomes current on its financial disclosures.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Minera Oro Bravo S.A., a Company incorporated in Costa Rica, and Minera Oro Bravo Mexico, S.A. de C.V., a Company incorporated in Mexico. All material inter-company balances and transactions were eliminated upon consolidation.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
Cash, receivables, accounts payable and accrued liabilities, due to related parties and notes payable to related party are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents consist of time deposits and all liquid instruments with original maturities of three months or less.
Property and Equipment
Property and equipment consists of computer ($2,045) and software ($186) and are stated at cost less accumulated depreciation of $1,391. Depreciation is provided for computer and software on the straight-line method over the estimated useful lives of the assets of three to five years. Total depreciation expense was $345 for the nine months ended April 30, 2009 and 2008. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense. The Company did not have such expense during the periods ended April 30, 2009 or 2008.
Advances for Film Production:
Capitalized film costs consist of investments in films which include the unamortized costs of completed films which have been produced by the Company or for which the Company has acquired distribution rights or film libraries.
For films produced by the Company, capitalized costs include all direct production and financing costs, and production overhead. For acquired films, these capitalized costs consist of minimum guarantee payments to acquire the distribution rights.
Costs of acquiring and producing films and of acquired libraries are amortized using the individual-film-forecast method, whereby these costs are amortized and participation and residual costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.
Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed ten years following the date of acquisition.
Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using management’s future revenue and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management’s future revenue estimates.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Films in progress include the accumulated costs of production, which have not yet been completed by the Company.
Films in development include costs of acquiring film rights to original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date determined not to be recoverable or when abandoned, or three years from the date of the initial investment. See Note 7.
Estimates
The preparation of financial statements in accordance 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 amount of revenues and expenses during the year. Actual results could differ from those estimates. Significant estimates include accounting for income taxes and uncertainty in income taxes and depreciation.
Income Taxes
In accordance with SFAS 109, Accounting for Income Taxes, the Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company has adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”) as of August 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing FIN 48, the Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended July 31, 2005 through 2008 for U.S. Federal Income Tax and for the State of Colorado Income Tax, the tax years which remain subject to examination by major tax jurisdictions as of April 30, 2009.
The Company does not have any unrecognized tax benefits as of April 30, 2009 and July 31, 2008 which if recognized would affect the Company’s effective income tax rate.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes as of April 30, 2009 or July 31, 2008.
Basic and Diluted Net Loss Per Share
Statement of Financial Accounting Standards No. 128, Earnings Per Share, (“SFAS 128”) provides for the calculation of “Basic” and “Diluted” earnings per share. Basic net loss per common share includes no dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during each period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. As of April 30, 2009 and 2008, there are no outstanding warrants, options or other potentially dilutive Securities outstanding.
Concentrations of Credit Risk
The Company maintains all cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the current year presentation.
Stock-Based Compensation
On August 1, 2006, the Company adopted SFAS No. 123 (R) “Share-Based Payment” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values.
The Company adopted SFAS No. 123(R) using the modified prospective transition method, which required the application of the accounting standard as of August 1, 2006. The accompanying consolidated financial statements as of and for the period ended April 30, 2009 reflect the impact of SFAS No. 123(R). In accordance with the modified prospective transition method, the Company’s accompanying consolidated financial statements for the prior periods have not been restated, and do not include the impact of SFAS No. 123(R). The Company did not recognize any stock based compensation expense under SFAS No. 123(R) for the periods ended April 30, 2009 or 2008.
Recent Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The statement does not require any new fair value measurements, but for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS No. 157 to have a material impact on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Pronouncements (Continued)
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (SFAS No. 158). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulate other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the company’s fiscal year ending July 31, 2008. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the company’s fiscal year ending July 31, 2010. The company is currently evaluating the impact of the adoption of SFAS No. 158 and does not expect that it will have a material impact on its financial statements.
In February 2007, the FASB issued SFAS No. 159, the “Fair Value Option for Financial Assets and Financial Liabilities”. SFAS 159 provides entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that select different measurement attributes. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 to have a material impact on its financial statements.
In June 2007, the Emerging Issues Task Force (“EITF”) issued Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services To Be Used in Future Research and Development Activities” (“EITF 07-3”) which concluded that nonrefundable advance payments for goods or services to be received in the future for use in research and development activities should be deferred and capitalized. The capitalized amounts should be expensed as the related goods are delivered or services are performed. Such capitalized amounts should be charged to expense if expectations change such that the goods will not be delivered or services will not be performed. The provisions of EITF 07-3 are effective for new contracts entered into during fiscal years beginning after December 15, 2007. The consensus on EITF 07-3 may not be applied to earlier periods and early adoption is not permitted. The Company is currently evaluating the effect of this pronouncement on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations - Revised 2007”. SFAS 141 (R) provides guidance on improving the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R applies to business combinations where is the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141 to have a material impact on its financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.
SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the effect of this pronouncement on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Pronouncements (Continued)
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.
In September 2006, the United States Securities and Exchange Commission (“SEC”) adopted SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This SAB provides guidance on the consideration of the effects to prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company’s balance sheets and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The company does not expect the adoption of SAB No. 108 to have a material impact on its financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On May 4, 2006, the Company announced that its common stock was approved for trading on the Over the Counter Bulletin Board (OTCBB) and Pink Sheets. The Company’s common stock trades under the stock symbol “BRPNF”. On December 5, 2006, the Company received a cease trade order from the British Columbia Securities Commission, and subsequently, the Company received a cease trade order from the Alberta Securities Commission. The reason for the cease trade orders was the failure to file current audited financial information and management discussion and analysis.
There were no equity transactions during the periods ended April 30, 2009 or 2008. See Note 9 for liabilities due to related parties to be settled in stock.
4. RELATED PARTY TRANSACTIONS
In February 2007, the Company agreed to issue 433,273 common shares in satisfaction of a current obligation to Asset Solutions (Hong Kong) Ltd. for consulting services with a value of $25,000 based on an average price per share of $0.06. The liability was for consulting services at $2,500 per month for the final ten months of a consulting agreement which began in November 2003. Asset Solutions is a shareholder of the Company and a director of the Company (Ernest Staggs) represented Asset Solutions (Hong Kong) Ltd. as an attorney. The nature of the representation related to the recovery of distressed assets held by Asset Solutions (Hong Kong) Ltd. as well as miscellaneous business matters. The consulting agreement with Asset Solutions (Hong Kong) Ltd. provided for forty months of consulting services to be provided by Asset Solutions (Hong Kong) Ltd. at $2,500 per month. The final payment was due in February 2007. At the option of Bravo, the monthly obligation could be settled with the issuance of shares at the average closing price per share of the Company's common stock for the month in which the obligation was due. The Company currently has a liability accrued to Asset Solutions (Hong Kong) Ltd. in the amount of $25,000 recorded as "Liabilities due to related parties to be settled in stock" on the accompanying consolidated balance sheets as of April 30, 2009 and July 31, 2008. Such amount will be settled by the issuance of the Company's common stock as described above, once the cease trade order has been lifted. See Note 9.
On May 23, 2008, the Company entered into an agreement to satisfy all amounts due or which may be due to one of the directors of the Company. In exchange for a full and final release of all amounts owed for consulting, expenses, and director fees, the Company agreed to issue, contingent upon the cease trade orders being lifted, to Meier Ludwig, LLC (a Company owned by the director), 260,000 common shares at an agreed upon value of $0.10 per share for total value of $26,000, and the Company agreed to transfer its interest in shares of Everest Exploration, Inc., to Meier Ludwig, LLC. The value of the Company’s stock to be issued of $26,000 has been recorded as liabilities due to related parties to be settled in stock on the accompanying consolidated balance sheet as of April 30, 2009. See Note 9.
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Ernest Staggs, a director, by agreeing to settle $90,823 owed him in exchange for 700,000 shares of common stock. The value of the stock was agreed upon at $70,000 or $0.10 per share for settlement purposes only, notwithstanding the acknowledgement of the parties that the actual value of each share was below the $0.10 price per share. The difference of $20,823 between what was owed and the settlement amount has been recorded as contributed capital during the first quarter of fiscal 2009 and is included on the accompanying consolidated statement of changes in stockholders’ deficit for the nine months ended April 30, 2009. Each party is aware the Company is unable to issue stock until the cease trade order is lifted. The settled liability amount will remain on the Company’s books until the stock is issued. See Note 9.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. RELATED PARTY TRANSACTIONS (Continued)
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Tyrone Carter, a director, and Tabea Carter (wife of Mr. Carter and former office manager from July 2005 to June 2006) by agreeing to settle $104,350 owed them in exchange for 700,000 shares of common stock. The value of the stock was agreed upon at $70,000 or $0.10 per share, notwithstanding the acknowledgement of the parties that the actual value of each share was below the $0.10 price per share. The difference of $34,350 between what was owed and the settlement amount has been recorded as contributed capital during the first quarter of fiscal 2009 and is included on the accompanying consolidated statement of changes in stockholders’ deficit for the nine months ended April 30, 2009. Each party is aware the Company is unable to issue stock until the cease trade order is lifted. The settled liability amount will remain on the Company’s books until the stock is issued. See Note 9.
On September 15, 2008, the Company entered into a share for debt and settlement agreement with Alpine Pictures, Inc., a related party. The parties agreed to convert the entire balance due under the variable principal promissory note payable to Alpine Pictures, Inc., of $337,029 into shares of common stock. Pursuant to the agreement, the Company agreed to issue 1,525,000 common shares to Alpine Pictures, Inc., contingent upon the cease trade orders being lifted, in exchange for satisfaction of the entire debt obligation, which the parties deemed to be in the amount of $150,000 for this transaction. The Company and Alpine Pictures, Inc., agreed to issue the shares at a deemed price of $0.098 per share. The difference of $187,029 between what was owed and the settlement amount has been recorded as contributed capital during the first quarter of fiscal 2009 and is included on the accompanying consolidated statement of changes in stockholders’ deficit for the nine months ended April 30, 2009. Each party is aware the Company is unable to issue stock until the cease trade order is lifted. The settled liability amount will remain on the Company’s books until the stock is issued. See Note 9.
The Company entered into four stock purchase agreements with Alpine Pictures, Inc., a related party, for the issuance of shares following the lifting of the cease trade order. On August 25, 2008, the Company agreed to issue 25,000 shares of common stock of the Company at $0.10 per share for gross proceeds of $2,500. On September 5, 2008, the Company agreed to issue 50,000 shares of common stock of the Company at $0.10 per share for gross proceeds of $5,000. On October 3, 2008, the Company agreed to issue 400,000 shares of common stock of the Company at $0.05 per share for gross proceeds of $20,000. On February 18, 2009, the Company agreed to issue 300,000 shares of common stock of the Company at $0.05 per share for gross proceeds of $15,000. The common shares are subject to a hold period as provided by law. Since the Company is unable to issue the stock, the sales prior to April 30, 2009 of $42,500 have been recorded as liabilities due to related parties to be settled in stock on the accompanying consolidated balance sheet as of April 30, 2009. See Note 9.
See Note 9 for a rollforward table that sets forth the total liability amounts due to related parties that will be settled by the issuance of common shares.
5. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
| | | April 30, 2009 | | | July 31, 2008 | |
| Cash paid during the period for income taxes | | | | | | | | |
| Cash paid during the period for interest | | | | | | | | |
| Non-cash investing and financing activies: | | | | | | | | |
| Settlement of Due to related parties recorded as contributed capital | | | | | | | | |
| Settlement of notes payable to related party recorded as contributed capital | | | | | | | | |
| | | | | | | | | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. INCOME TAXES
A reconciliation of income tax expense at statutory federal and state income tax rates is as follows for the nine months ended April 30: | |
| | 2009 | | | 2008 | |
| | | | | | |
Income tax expense (benefit) at statutory rate | | $ | (19,946 | ) | | $ | (6,993 | ) |
Increase in valuation allowance | | | 19,946 | | | | 6,993 | |
| | | | | | | | |
Income tax expense | | $ | - | | | $ | - | |
| | | | | | | | |
Deferred income taxes reflect the net tax effects of the temporary difference of carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows as of April 30: | |
| | | | | | | | |
| | 2009 | | | 2008 | |
Net loss carryforwards totaling $906,000 and $831,000, respectively, expiring 2025 through 2028 | | $ | 289,871 | | | $ | 266,051 | |
Valuation allowance | | | (289,871 | ) | | | (266,051 | ) |
Deferred tax assets, net | | $ | - | | | $ | - | |
| | | | | | | | |
As a result of the historical significant net losses incurred since inception of the development stage and because the likelihood of being able to utilize these losses is not presently determinable, the Company has recorded a valuation allowance to fully reserve its net deferred tax asset. | |
| |
The components of the Company's deferred income tax expense (benefit) are as follows for the nine months ended April 30: | |
| | 2009 | | | 2008 | |
| | | | | | | | |
Net loss carryforwards | | $ | 19,946 | | | $ | 6,993 | |
Less: valuation allowance | | | (19,946 | ) | | | (6,993 | ) |
| | | | | | | | |
Income tax expense (benefit) | | $ | - | | | $ | - | |
The current loss combined with previous losses total $906,000, which may be available to be carried forward to reduce taxable income in future years; however these losses may be limited by section 382 of the Internal Revenue Code in the event of significant ownership change. Unless utilized, these losses will expire beginning in 2025. The Company has also incurred operating losses for Canadian income tax purposes of approximately $959,773 which expire through 2015. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. ADVANCES FOR FILM PRODUCTION
On February 25, 2006, the Company entered into an investment agreement with Shore Drive Productions LLC, a California limited liability company, to participate in the development, production, and distribution of two television series entitled "Ride" and "Uncaged." The Company agreed to invest $11,075 in the development of a television series entitled “Uncaged" and $9,300 in the development of a television series entitled “Ride." In 2007, the Company determined that the television series would not be produced or distributed, and therefore, the Company wrote off the investments, which is included on the accompanying statements of operations for cumulative period from the beginning of development stage (August 1, 2002) to April 30, 2009. Thereafter, in July 2008, the Company sold its rights to the productions for $500 to Ki Development, Inc., a Colorado corporation affiliated with Ernest Staggs, an officer and director of the Company. The Company recorded a gain on advances for film production of $500 during the year ended July 31, 2008, which is included on the accompanying consolidated statements of operations for the cumulative period from the beginning of the development stage (August 1, 2002) to April 30, 2009.
8. SETTLEMENT INCOME
During 2004 the Company was in the business of debt recovery and as part of that it acquired shares of Everest Exploration, Inc. (“Everest”). These shares did not have value. During 2006, Everest paid a dividend. There were issues in regards to whom the dividend was owed and who owned the shares as the shares were never issued to the Company but rather to Raccoon Recovery, LLC, a company contracting with the Company. On October 23, 2006, a settlement was reached in the interpleader action relating to the dividend from Everest Exploration, Inc. Pursuant to the settlement, the Company received $44,653 as its dividend from its holding in Everest Exploration, Inc. and 30,557 shares of Everest, the shares it was to have owned from the debt recovery business. The Company received $37,897 in cash and paid attorneys fees with the difference. The Company recorded a gain on settlement for the $44,653 received during the year ended July 31, 2007. The shares of Everest were later transferred to a related party. See Note 4.
9. LIABILITIES DUE TO RELATED PARTIES TO BE SETTLED IN STOCK
During the period ended April 30, 2009, the Company entered into agreements to settle debts due to related parties in exchange for the issuance of stock ($290,000) and entered into stock purchase agreements with a related party for the sale of stock ($42,500). The Company also has accrued $25,000 for a liability for services provided prior to February 2007 that will be settled by the issuance of stock. In addition, in May 2008 the Company entered into an agreement to resolve a liability ($26,000) owed to a related party (Michael Meier, a director), which liability will be settled by the issuance of stock once the Canadian cease trade orders are lifted. See Note 4 for details of each transaction. The Company currently has cease trade orders on its stock and as a result can not issue the shares. The Company will issue the stock after the cease trade orders issued by the British Columbia Securities Commission and the Alberta Securities Commission are lifted. As a result, all amounts settled for stock and all shares sold have been recorded on the accompanying balance sheet as liabilities due to related parties to be settled in stock. As of April 30, 2009, the balance was $383,500. As a result of the stock purchase agreement with a related party, Alpine Pictures, entered after the third quarter ended April 30, 2009, in the amount of $20,000, the total balance of liabilities due to related parties to be settled in stock has increased to $403,500 subsequent to April 30, 2009.
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table sets forth the total liability amount to be settled by the issuance of common shares as of the dates set forth contingent upon the cease trade orders from the British Columbia Securities Commission and the Alberta Securities Commission being lifted If the Company is unable to have the cease trade orders lifted and therefore is unable to issue the common shares set forth below, then the liabilities will be settled in cash at their recorded values set forth herein.
Liabilities due to related parties to be settled in stock | | Liability Amount | | | Shares to be Issued | | | Price per share | |
Balance July 31, 2006 (Asset Solutions) | | $ | 7,500 | | | | 76,316 | | | $ | 0.10 | |
Asset Solutions for 2007 services | | | 17,500 | | | | 356,957 | | | | 0.05 | |
| | | | | | | | | | | | |
Balance, July 31, 2007 | | | 25,000 | | | | 433,273 | | | | | |
| | | | | | | | | | | | |
Michael Meier ($9,750 current and $16250 reclassified from due to related party) | | | 26,000 | | | | 260,000 | | | | 0.10 | |
| | | | | | | | | | | | |
Balance, July 31, 2008 | | | 51,000 | | | | 693,273 | | | | | |
| | | | | | | | | | | | |
Settlement with Ernest Staggs | | | 70,000 | | | | 700,000 | | | | 0.10 | |
Settlement with Tyrone and Tabea Carter | | | 70,000 | | | | 700,000 | | | | 0.10 | |
Settlement of Alpine Pictures, Inc. note payable | | | 150,000 | | | | 1,525,000 | | | | 0.10 | |
Sale of stock to Alpine Pictures, Inc. | | | 2,500 | | | | 25,000 | | | | 0.10 | |
Sale of stock to Alpine Pictures, Inc. | | | 5,000 | | | | 50,000 | | | | 0.10 | |
| | | | | | | | | | | | |
Balance, October 31, 2008 | | | 348,500 | | | | 3,693,273 | | | | | |
| | | | | | | | | | | | |
Sale of stock to Alpine Pictures, Inc. | | | 20,000 | | | | 400,000 | | | | 0.05 | |
| | | | | | | | | | | | |
Balance, January 31, 2009 | | | 368,500 | | | | 4,093,273 | | | | | |
| | | | | | | | | | | | |
Sale of stock to Alpine Pictures, Inc. | | | 15,000 | | | | 300,000 | | | | 0.05 | |
| | | | | | | | | | | | |
Balance, April 30, 2009 | | $ | 383,500 | | | | 4,393,273 | | | | | |
| | | | | | | | | | | | |
Sale of stock to Alpine Pictures, Inc. subsequent to April 30, 2009 | | | 20,000 | | | | 400,000 | | | | 0.05 | |
| | | | | | | | | | | | |
Balance, subsequent to April 30, 2009 | | $ | 403,500 | | | | 4,793,273 | | | | | |
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10. COMMITMENTS AND CONTINGENCIES
In October 2004, Bravo entered into a Stock Purchase Agreement and a Consulting Agreement with the Bridge Group, Inc. Pursuant to the Stock Purchase Agreement, Bravo sold 500,000 shares of common stock to the Bridge Group for $50,000, and the shares were issued on or about October 27, 2004.
In October 2004, the Company entered into a consulting agreement with the Bridge Group, Inc. The consulting agreement provides that the Bridge Group will consult with the Company in the areas of mergers and acquisitions. In return, the Company agreed to issue 1,500,000 shares of common stock to the Bridge Group, payable as follows: 500,000 shares upon execution of the agreement on October 28, 2004; 500,000 shares when the Company's common stock was listed on the OTC Bulletin Board or its equivalent; and 500,000 shares when the Company acquires an active business. To date, Bridge Group has received 1,000,000 shares pursuant to the Consulting Agreement. The 1,000,000 shares issued pursuant to the Consulting Agreement are based on (1) the execution of the agreement on October 28, 2004 (issued on February 7, 2005, with a value of $50,000 or $0.10 per share); and (2) the listing of Bravo's common stock on the OTC Bulletin Board which occurred in May 2006 (issued on May 18, 2006, with a value of $50,000 or $0.10 per share). An additional 500,000 shares will be due when Bravo acquires an active business.
The Company filed a verified complaint for declaratory and injunctive relief and damages against a Canadian citizen seeking a preliminary and permanent injunction against purporting to act on the Company's behalf, seeking a declaratory judgment that the defendant is not a member of the board of directors and has no authority to act, and seeking damages for misrepresentation, conversion, and civil theft. On January 2, 2009, we obtained an Order of Default Judgment, Declaratory Judgment and Permanent Injunction declaring that the Defendant Bart Lawrence has not been authorized to take any action, including the issuance of shares, on behalf of the Company, and enjoining Defendant from purporting to act on behalf of the Company in any manner and to cease purporting to sell stock in the Company, requiring Defendant to deliver to the Company's counsel all share certificates issued or purported to be issued in the Company, and to require the Defendant to return all property of the Company in Defendant's possession. None of the issued and outstanding common shares as stated on the most recent balance sheet dated April 30, 2009, are from inappropriate stock issuances. The Company is taking legal action to obtain the return of all illegally issued stock certificates.
11. DISCONTINUED OPERATIONS
The Company was engaged in the recovery of distressed assets and consumer debt portfolios from January 2004 to October 2004. During this time the Company acquired a consumer debt portfolio. In October 2004 the Company ceased all debt recovery operations and assigned all remaining interest in the debt portfolios to a related party in exchange for the release of all of the Company’s remaining obligations to the related party. As a result, the Company incurred costs of $48,367 for the write-down of the portfolios, offset by $5,879 of other income earned while engaged in the debt recovery business. The Company has recorded this net loss of $42,488 as loss from discontinued operations on the accompanying consolidated statements of operations and comprehensive loss for the period cumulative from the beginning of the development stage (August 1, 2002) to April 30, 2009.
12. SUBSEQUENT EVENTS
The Company entered into a stock purchase agreement with Alpine Pictures, Inc., for the issuance of shares following the lifting of the cease trade order. On May 15, 2009, the Company agreed to issue 400,000 shares of common stock of the Company at $0.05 per share for gross proceeds of $20,000. The common shares are subject to a hold period as provided by law.
The Company is pursuing its judgment and injunction against Bart Lawrence by seeking enforcement of the judgment and injunction against Transfer Online, Inc., an Oregon corporation. Transfer Online, Inc. is a transfer agent who did not have authority to act for the Company but on information and belief, purported to do so. The Company is seeking injunctive relief against Transfer Online, Inc., to seek information it has and to preclude any action by Transfer Online, Inc. purporting to be on behalf of the Company.
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