| Yukon, Canada | 04-3779327 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| Large accelerated filer [ ] | Accelerated File [ ] |
| Non-accelerated filer (do not check if smaller reporting company) [ ] | Smaller reporting company [ X ] |
| April 30, 2011 | July 31, 2010 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current | ||||||||
Cash and cash equivalents | $ | 10,862 | $ | 239 | ||||
Total current assets | $ | 10,862 | $ | 239 | ||||
LIABILITIES AND STOCKHOLDER'S DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 133,554 | $ | 136,105 | ||||
Due to related parties | 44,627 | 47,127 | ||||||
Liabilities due to related parties to be settled in stock | 503,500 | 463,500 | ||||||
Total current liabilities | 681,681 | 646,732 | ||||||
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 | 2,804,748 | ||||||
Deficit accumulated during development stage | (1,317,641 | ) | (1,293,315 | ) | ||||
Accumulated deficit | (1,899,000 | ) | (1,899,000 | ) | ||||
Accumulated other comprehensive loss | (258,926 | ) | (258,926 | ) | ||||
Total stockholders' deficit | (670,819 | ) | (646,493 | ) | ||||
Total liabilities and Stockholders' deficit | $ | 10,862 | $ | 239 | ||||
| Three-Month Period ended April 30, 2011 (Unaudited) | Three-Month Period ended April 30, 2010 (Unaudited) | Nine-Month Period ended April 30, 2011 (Unaudited) | Nine-Month Period ended April 30, 2010 (Unaudited) | Cumulative from the Beginning of Development Stage (August 1, 2002) to April 30, 2011 (Unaudited) | ||||||||||||||||
| REVENUE | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| EXPENSES | ||||||||||||||||||||
| General and administrative expenses | 742 | 1,945 | 1,797 | 10,241 | 838,796 | |||||||||||||||
| Professional fees | 4,320 | 13,173 | 22,442 | 45,132 | 485,600 | |||||||||||||||
| Total expenses | 5,062 | 15,118 | 24,239 | 55,373 | 1,324,396 | |||||||||||||||
| Loss before other income and (expenses) | (5,062 | ) | (15,118 | ) | (24,239 | ) | (55,373 | ) | (1,324,396 | ) | ||||||||||
| OTHER INCOME AND (EXPENSES) | ||||||||||||||||||||
| Interest expense | - | - | (87 | ) | - | (51,348 | ) | |||||||||||||
| Settlement income | - | - | - | - | 44,653 | |||||||||||||||
| Gain (loss) on settlement of debt | - | - | - | - | 72,603 | |||||||||||||||
| Loss on writeoff of other receivable | (18 | ) | ||||||||||||||||||
| Foreign currency translation income | - | - | - | - | 1,651 | |||||||||||||||
| Loss on write-down of other asset | - | - | - | - | (20,397 | ) | ||||||||||||||
| Loss on disposal of fixed asset | - | - | - | - | (719 | ) | ||||||||||||||
| 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 (expense) | - | - | (87 | ) | - | 49,243 | ||||||||||||||
| Loss before income taxes | (5,062 | ) | (15,118 | ) | (24,326 | ) | (55,373 | ) | (1,275,153 | ) | ||||||||||
| Provision for income taxes | - | - | - | - | - | |||||||||||||||
| Net Loss from Continuing Operations | $ | (5,062 | ) | $ | (15,118 | ) | $ | (24,326 | ) | $ | (55,373 | ) | $ | (1,275,153 | ) | |||||
| DISCONTINUED OPERATIONS: | ||||||||||||||||||||
| Loss from discontinued operations | - | - | - | - | (42,488 | ) | ||||||||||||||
| Net Loss | $ | (5,062 | ) | $ | (15,118 | ) | $ | (24,326 | ) | $ | (55,373 | ) | $ | (1,317,641 | ) | |||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | (258,926 | ) | ||||||||||||||
| Comprehensive loss | $ | (5,062 | ) | $ | (15,118 | ) | $ | (24,326 | ) | $ | (55,373 | ) | $ | (1,576,567 | ) | |||||
| BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||||||||||||||||||
| Basic and diluted loss per common share | * | * | * | * | ||||||||||||||||
| Weighted average number of common shares outstanding | 11,809,982 | 11,809,982 | 11,809,982 | 11,809,982 | ||||||||||||||||
| * - Less than (0.01) | ||||||||||||||||||||
Nine-Month Period ended April 30, 2011 (Unaudited) | Nine-Month Period ended April 30, 2010 (Unaudited) | Cumulative from the Beginning of Development Stage (August 1, 2002) to April 30, 2011 (Unaudited) | ||||||||||
| CASH FLOWS (TO) FROM OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) from operations | $ | (24,326 | ) | $ | (55,373 | ) | $ | (1,317,641 | ) | |||
| Adjustments to reconcile net loss to net cash used in | ||||||||||||
| operating activities | ||||||||||||
| Loss from discontinued | - | - | 42,488 | |||||||||
| Loss on disposal of fixed asset | - | - | 719 | |||||||||
| Loss on write down of other assets | - | - | 20,397 | |||||||||
| Gain on settlement of debt | - | - | (72,010 | ) | ||||||||
| Loss on writeoff of other receivables | 18 | |||||||||||
| Depreciation expense | - | - | 7,356 | |||||||||
| 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 | (2,551 | ) | (8,701 | ) | 417,620 | |||||||
| Increase (decrease) in due to related parties to be settled in stock | - | - | 27,250 | |||||||||
| Increase (decrease) in due to related parties | (2,500 | ) | 10,992 | 209,784 | ||||||||
| Net cash (used in) provided by operating activities | (29,377 | ) | (53,082 | ) | (593,561 | ) | ||||||
| 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 | 40,000 | 60,000 | 162,500 | |||||||||
| Repayments to related parties | - | - | (10,000 | ) | ||||||||
| Net cash provided by (used in) financing activities | 40,000 | 60,000 | 678,246 | |||||||||
| Effect of foreign currency translation | - | - | 364 | |||||||||
| Change in cash and cash equivalents during period | 10,623 | 6,918 | 10,426 | |||||||||
| Cash and cash equivalents beginning of the period | 239 | 2,599 | 436 | |||||||||
| Cash and cash equivalents end of the period | $ | 10,862 | $ | 9,517 | $ | 10,862 | ||||||
| 1. | NATURE AND CONTINUANCE OF OPERATIONS |
Organization |
| Bravo Resource Partners Ltd. (the “Company”) was incorporated in the Province of British Columbia on November 14, 1986, and continued into the Yukon Territory under the Business Corporations Act on January 21, 2000. The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915, "Development Stage Entities". The Company's fiscal year end is July 31. |
| The Company’s common stock trades on the pink sheets under the stock symbol “BRPNF”. |
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, 2011, had an accumulated deficit of $3,216,641 and a working capital deficit of $670,819. 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. In addition, the Company is currently precluded from trading stock in the United States due to a chill put in place by the DTCC resulting from shares that were illegally issued. |
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
| For a full description of the Company’s significant accounting policies, refer to the footnotes to the audited financial statements for the Company for its fiscal year ended July 31, 2010, included in the Company’s Annual Report on Form 10-K for that year. |
Unaudited financial statements The accompanying unaudited consolidated financial statements of Bravo Resource Partners Ltd. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim information and with the instructions to Form 10-Q and Regulation S-X promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these consolidated financial statements include all adjustments of a normal and recurring nature necessary for a fair presentation. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included on Form 10-K for the period ended July 31, 2010. Operating results for the nine months ended April 30, 2011, may not necessarily be indicative of the results that may be expected for the year ending July 31, 2011. |
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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. Significant inter-company balances and transactions were eliminated upon consolidation. |
Use of Estimates |
| The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. |
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. |
Income Taxes |
In accordance with ASC Topic 740, "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 carry-forwards. 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 ASC Topic 740, "Income Taxes", as of August 1, 2007. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with ASC Topic 740, "Accounting for Income Taxes". As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 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 ASC Topic 740, 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, 2006 through 2010 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, 2011. |
The Company does not have any unrecognized tax benefits as of August 1, 2007 and April 30, 2011 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 April 30, 2011. |
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Basic and Diluted Net Loss Per Share ASC Topic 260, "Earnings Per Share", 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 anti-dilutive. As of April 30, 2011 and 2010, 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. Recently Issued Accounting Pronouncements The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the operations of the Company. |
| 3. | RELATED PARTY TRANSACTIONS During the nine-month period ended April 30, 2011, the Company entered into the following related party transactions: On August 17, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 900,000 shares of common stock for $9,000 or $0.01 per share. The Company has received all funds due pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4. On September 3, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,000,000 shares of common stock for $10,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4. On November 26, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 600,000 shares of common stock for $6,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4. On March 7, 2011, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,500,000 shares of common stock for $15,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4. As of April 30, 2011, Alpine Pictures, Inc., has entered into a total of eleven Stock Purchase Agreements with a total investment of $162,500 for 6,375,000 common shares. Alpine Pictures, Inc., has also agreed to the conversion of debt into 1,525,000 common shares of the Company. At the present time, the Company will issue a total of 7,900,000 common shares to Alpine Pictures, Inc., once the cease trade orders are lifted. During the nine-month period ended April 30, 2011, the Company reimbursed its current Acting Chief Executive Officer $2,500 for an equal amount paid to vendors by the Officer in the prior year ended July 31, 2010. |
| 3. | RELATED PARTY TRANSACTIONS (Continued) |
Liabilities due to related parties to be settled in stock The following table sets forth the total liability amount to be settled by the issuance of common shares to all related parties 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 or otherwise renegotiated. |
| 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 | |||||||||||
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 | |||||||||||
| 3. | RELATED PARTY TRANSACTIONS (Continued) |
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. | 20,000 | 400,000 | 0.05 | ||||||||||
Balance, July 31, 2009 | 403,500 | 4,793,273 | |||||||||||
Sale of stock to Alpine Pictures, Inc. | 30,000 | 600,000 | 0.05 | ||||||||||
Balance, October 31, 2009 | 433,500 | 5,393,273 | |||||||||||
Sale of stock to Alpine Pictures, Inc. | 30,000 | 600,000 | 0.05 | ||||||||||
Balance July 31, 2010 | 463,500 | 5,993,273 | |||||||||||
Sale of stock to Alpine Pictures, Inc. | 19,000 | 1,900,000 | 0.01 | ||||||||||
Balance October 31, 2010 | 482,500 | 7,893,273 | |||||||||||
Sale of stock to Alpine Pictures, Inc. | 6,000 | 600,000 | 0.01 | ||||||||||
Balance January 31, 2011 | 488,500 | 8,493,273 | |||||||||||
Sale of stock to Alpine Pictures, Inc. | 15,000 | 1,500,000 | 0.01 | ||||||||||
Balance April 30, 2011 | $ | 503,500 | 9,993,273 |
| 4. | CAPITAL STOCK The Company is currently precluded from issuing stock based on cease trade orders issued by the British Columbia and Alberta Securities Commissions, and therefore, the Company did not issue any capital stock during the nine-months ended April 30, 2011. See Note 3 "Related Party Transactions" for transactions that will be closed when the cease trade orders are lifted. |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Bravo Resource Partners Ltd. (the “Company”) was incorporated in the Province of British Columbia on November 14, 1986, and continued into the Yukon Territory under the Business Corporations Act on January 21, 2000. The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915, "Development Stage Entities". The Company's fiscal year end is July 31. The Company’s common stock trades on the pink sheets under the stock symbol “BRPNF”. As of the quarter ended April 30, 2011, and at the current time, we have no employees. We do not have any available credit, bank financing, or other external sources of liquidity. Due to historical operating losses, operations have not been a source of liquidity. In order to obtain capital and to satisfy our cash needs for the next twelve months, we may need to sell additional shares of common stock or to borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding to meet our cash needs for the next twelve months. At the present time, we are focusing on becoming current with our required regulatory filings and subsequently working toward the acquisition of entertainment and film rights and properties that will allow us to become active in the motion picture production and distribution industry. Any such acquisitions will require the issuance of stock in exchange for film rights or other entertainment properties. We currently have cease trade orders issued by the British Columbia and Alberta Securities Commissions which preclude us from issuing stock. We will have to obtain revocations of those cease trade orders in order to issue stock in exchange for any film rights or other entertainment properties. To the extent practicable, the acquisition of entertainment and film rights and projects could involve the issuance of debt or other borrowing; however, we expect that the majority if not all of any potential acquisitions would primarily involve the issuance of our common stock. We do not currently have any rights to produce or distribute any film or entertainment project. No extensive product research and development is necessarily expected to be performed. For the fiscal year 2011, we are not anticipating any purchase or sale of plant or significant equipment. Once we have acquired some interest in film rights or other entertainment projects, we expect to have an increase in the number of employees. Once an acquisition is made, we will hire a Chief Executive Officer and Chief Financial Officer as well as one or more employees to handle production and distribution of the projects created. Results of Operations for the three and nine months ended April 30, 2011 and 2010 Revenue Since inception of the business, we have not generated material revenue and since entering the development stage we have not generated any material revenue. We have continued to incur expenses and have limited sources of liquidity. |
Operating Expenses Total operating expenses decreased in the three months ended April 30, 2011 ($5,062) compared to 2010 ($15,118), or 67% due to a decrease in other professional fees, which in 2010 the Company incurred for services provided by the Company's former Chief Executive Officer. Total operating expenses decreased in the nine-month period ended April 30, 2011 ($24,239) compared to 2010 ($55,373). The decrease of $31,134 or 56% was caused primarily by decreases in audit and other professional fees along with decreases in other general and administrative expenses which have not been incurred due to the Company's minimal activity. During the nine-month period ended April 30, 2011, the Company was able to raise additional capital through agreements to issue common stock once the cease trade orders are lifted on the Company's issuance of stock. There was no payroll in the quarter due to the Company not having any employees. Other Income and Expenses There were no Other Income or Expenses during the three months ended April 30, 2011 and 2010. Total other expense increased during the nine months ended April 30, 2011 to $87 from $-0- for the nine months ended April 30, 2010. The increase was the result of incurring interest charges for unpaid amounts due to a vendor. Net Income (Loss) Net Loss decreased for the three months ended April 30, 2011 ($5,062) compared to 2010 ($15,118). The decrease in Net Loss of $10,056 or 67% was caused primarily by a decrease in other professional fees previously incurred by the Company's former Chief Executive Officer. Net Loss decreased in the nine-month period ended April 30, 2011 ($24,326) compared to 2010 ($55,373). The decrease in Net Loss of $31,047 or 56% was caused primarily by decreases in audit and other professional fees along with decreases in other general and administrative expenses which have not been incurred due to the Company's minimal activity. Liquidity and Capital Resources |
| SUMMARY OF CASH FLOWS | |||||||||||||
| For the Nine-Month Period Ended April 30, 2011 (Unaudited) | For the Nine-Month Period Ended April 30, 2010 (Unaudited) | Cumulative from the Beginning of Development State (August 1, 2002) to April 30, 2011 (Unaudited) | |||||||||||
| Cash provided by or (used in): | |||||||||||||
| Operating activities | $ | (29,377 | ) | $ | (53,082 | ) | $ | (593,561 | ) | ||||
Investing activities | $ | - | $ | - | $ | (74,623 | ) | ||||||
Financing activities | $ | 40,000 | $ | 60,000 | $ | 678,246 | |||||||
Net change in cash & cash equivalents | $ | 10,623 | $ | 6,918 | $ | 10,426 | |||||||
Operating Activities. Net cash used in operating activities in the nine months ended April 30, 2011 of ($29,377) decreased by $23,705 or 45% compared to the nine months ended April 30, 2010 ($53,082). The decrease is primarily the result of the decrease in net loss during the nine months ended April 30, 2011 compared to the nine months ended April 30, 2010. |
Financing Activities. Our net cash provided by financing activities was $40,000 for the nine months ended April 30, 2011, compared to $60,000 for the same period in 2010. The decrease of $20,000 or 33% in 2011 compared to 2010 was a result of fewer sales of common stock to be issued to a related party, Alpine Pictures, Inc., contingent upon the lifting of the Canadian cease trade orders. Other Credit Line, Liquidity Requirements and Plan of Operations. We do not have any available credit, bank financing, or other external sources of liquidity. There can be no assurance that the Company will be successful in obtaining additional funding to meet the Company’s cash needs for the next twelve months. We are a development stage company and are in the beginning phases of our film industry operations. Accordingly, we have relied upon subscription sales of stock to fund our operations. We have also relied upon settling outstanding debts with common stock. We intend to continue to rely upon these methods to fund our operations during the next year. Stockholders’ deficit totaled $670,819 and $646,493 as of April 30, 2011 and July 31, 2010, respectively, and the working capital was a deficit of $670,819 and $646,493 on each respective date. We intend to identify films for the purpose of producing and/or distributing over the next 12 months, although we have no agreements regarding such films as of the date of this report. As of April 30, 2011 and July 31, 2010, we had $10,862 and $239, respectively in cash and cash equivalents. We intend to satisfy our capital requirements for the next 12 months by continuing to pursue private placements to raise capital, using our common stock as payment for services in lieu of cash where appropriate, and our cash on hand. Going Concern Our independent registered public accounting firm has stated in their audit report on our July 31, 2010 and 2009 consolidated financial statements, that we have experienced recurring losses and have working capital deficit and that these conditions, among others, raise substantial doubt about our ability to continue as a going concern. Critical Accounting Policies and Estimates Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates includes the accounting for income taxes and uncertainty in income taxes and depreciation. Off-Balance Sheet Arrangements. We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources and would be considered material to investors. |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. |
| ITEM 4. | DISCLOSURE CONTROLS AND PROCEDURES Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), require public companies to maintain "disclosure controls and procedures," which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Our management, which consists of the same individual who is both our acting Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, as of April 30, 2011, it was concluded that the Company's disclosure controls and procedures were not effective. Our acting CEO/CFO controls our banking, bill payment, and our outside accountant controls our books and reporting functions, and we do not have a sufficient number of personnel to segregate these functions. We do not have sufficient personnel or policies in effect for approvals, authorizations, verifications, reviews of performance, segregation of duties, or controls over information systems, nor do we have sufficient experience or financial expertise over financial reporting, journal entries, and undergoing financial audits. All of these functions are performed by our acting CEO/CFO and our outside accountant. To the knowledge of our CEO, there have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of evaluation, and as a result, corrective actions with regard to significant deficiencies or material weakness in our internal controls are required. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. |
| ITEM 1. | LEGAL PROCEEDINGS On or about October 2008, the Company filed a verified complaint for declaratory and injunctive relief and damages in the District Court, City and County of Denver, State of Colorado, against a Canadian citizen, Bart Lawrence, seeking a preliminary and permanent injunction against the defendant to prevent him from 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, the Company obtained an Order of Default Judgment, Declaratory Judgment and Permanent Injunction from the Denver District Court 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. In pursuing its judgment and injunction against Bart Lawrence, the Company obtained documents from Transfer Online, Inc., an Oregon corporation purporting to act as transfer agent for the Company. The documents disclosed by Transfer Online, Inc., show the purported issuance of 240,000,000 shares of the Company's common stock between September 15, 2008 and October 31, 2008. The Company's board of directors has resolved that any and all actions by Mr. Lawrence, including the purported stock issuances by Transfer Online, Inc., are void. None of the issued and outstanding common shares as of the most recent balance sheet in the filing are from inappropriate stock issuances. The Company also filed suit against Transfer Online, Inc., in the District Court, City and County of Denver, State of Colorado, seeking, inter alia, to preclude any additional actions by Transfer Online, Inc., purporting to be on behalf of the Company. On March 12, 2010, Denver District Court entered an Order of Default Judgment, Declaratory Judgment and Permanent Injunction stating that the listed shares, which total 400 million shares, issued at the direction of Bart Lawrence and by Transfer Online, Inc. are invalid. The Company has since received a letter from Transfer Online, Inc. stating it does not act or have the power to act on behalf of the Company in the capacity of transfer agent and that they are not the transfer agent of the Company |
| ITEM 1A. | RISK FACTORS Not applicable. For information on Risk Factors involved in an investment in our common shares, see our annual report filed on Form 10-K. |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On August 17, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 900,000 shares of common stock for $9,000 or $0.01 per share. The Company has received all funds due pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted. On September 3, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,000,000 shares of common stock for $10,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted. On November 26, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 600,000 shares of common stock for $6,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted,. On March 7, 2011, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,500,000 shares of common stock for $15,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted. As of April 30, 2011, Alpine Pictures, Inc., has entered into a total of eleven Stock Purchase Agreements with a total investment of $162,500 for 6,375,000 common shares. Alpine Pictures, Inc., has also agreed to the conversion of debt into 1,525,000 common shares of the Company. At the present time, the Company will issue a total of 7,900,000 common shares to Alpine Pictures, Inc., once the cease trade orders are lifted. |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES None. |
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the security holders during the third quarter ended April 30, 2011. |
| ITEM 5. | OTHER INFORMATION None. |
| ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K a.) The following exhibits are filed with this report: Index of Exhibits |
| Exhibit No. | Exhibit Name | ||
Exhibit 3.1* | Articles of Incorporation | ||
Exhibit 4* | Instruments Defining the Rights of Security Holders | ||
Exhibit 31.1 | Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Exhibit 31.2 | Certificate of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 | ||
| Exhibit 32.1 | Certificate of Principal Executive and Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 | ||
| * | Incorporated by reference to the same exhibit filed as part of the Company’s Registration Statement on Form 10. |
| BRAVO RESOURCE PARTNERS LTD. | |||
| Date June 16, 2011 | By: | /s/ Tyrone Carter | |
| Tyrone Carter, Acting Chief Executive Officer | |||
