UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[a] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended January 31, 2005
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE EXCHANGE ACT
Commission file No. 0-30770
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BRAVO RESOURCE PARTNERS LTD.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Yukon, British Columbia 04-3779327
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4155 East Jewell, Suite 500
Denver, Colorado 80222
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(Address of principal executive offices)
(303) 831-8833
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. YES [ ] NO [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
As of December 9, 2005, Bravo Resource Partners Ltd had 9,607,470 issued and
outstanding shares of common stock.
Transitional Small Business Disclosure format (check one) YES [ ] NO [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAVO RESOURCE PARTNERS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JANUARY 31, 2005
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
=============================================================================
January 31,
2005
- -----------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 2,598
Prepaid expenses 1,462
Deferred taxes, less allowance of $503,568 -
-
Total assets $ 4,060
=============================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
Current
Accounts payable and accrued liabilities $ 58,546
Due to related party 108,899
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Total current liabilities 167,445
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Commitments and contingencies (Notes 1, 5, 8)
Deficiency in assets
Preferred stock: 100,000,000 shares authorized
Common stock: No par value, 100,000,000 shares authorized;
8,197,344 issued and outstanding 2,279,197
Share subscription received in advance 31,000
Deficit accumulated during development stage (315,652)
Deficit (1,899,000)
Accumulated other comprehensive loss (258,930)
---------
Total deficiency in assets (163,385)
---------
Total liabilities and deficiency in assets $ 4,060
=============================================================================
See notes to consolidated financial statements
3
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
====================================================================================================================
Cumulative from
the Beginning
of Development Three-Month Three-Month Six-Month Six-Month
Stage Period ended Period ended Period ended Period ended
(August 1, January 31, January 31, January 31, January 31,
2002) 2005 2004 2005 2004
- -------------------------------------------------------------------------------------------------------------------
EXPENSES
Consulting $ 30,771 $ -- $ -- $ 7,500 $ 144
License and user fees 11,480 1,120 1,462 1,120 1,462
Management fees 67,118 7,200 23,057 14,400 28,698
Office and miscellaneous 25,397 1,528 5,930 3,396 7,338
Professional fees 142,504 27,896 32,566 28,896 45,952
Shareholder communications and
Investor relations 8,227 763 1,424 763 2,552
Transfer agent and filing fees 19,922 815 6,237 945 7,049
Travel and promotion 7,922 1,111 2,543 2,052 2,541
----------- ----------- ----------- ----------- -----------
Total expenses 313,341 40,433 73,219 59,072 95,736
----------- ----------- ----------- ----------- -----------
Loss before other items (313,341) (40,433) (73,219) (59,072) (95,736)
----------- ----------- ----------- ----------- -----------
OTHER ITEMS
Costs recovered 3,881 -- -- -- --
Interest expense (6,079) -- (66) (27) (942)
Write-down of receivables portfolios (48,367) -- -- -- --
Gain on settlement of debt 46,440 -- 702 46,440 702
Debt recovery income 1,814 464 -- 1,814 --
----------- ----------- ----------- ----------- -----------
Total other items (2,311) 464 636 48,227 (240)
----------- ----------- ----------- ----------- -----------
Loss before income taxes (315,652) (39,969) (72,583) (10,845) (95,976)
Provision for income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss (315,652) $ (39,969) $ (72,583) $ (10,845) $ (95,976)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments (258,930) -- -- -- --
----------- ----------- ----------- ----------- -----------
Comprehensive loss $ (574,582) $ (39,969) $ (72,583) $ (10,845) $ (95,976)
===================================================================================================================
Basic and diluted loss per common share $ (0.00) $ (0.01) $ (0.00) $ (0.02)
===================================================================================================================
Basic and diluted weighted average number
of common shares outstanding 8,037,600 5,736,495 7,896,189 5,774,272
===================================================================================================================
See notes to consolidated financial statements
4
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
======================================================================================================
Cumulative
from the
Beginning
of Six-Month Six-Month
Development Period Period
Stage ended ended
(August 1, January January
2002) 31, 2005 31, 2004
- ------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from operations $(315,652) $ (10,845) $ (95,976)
Adjustments to reconcile net (loss) to net cash used in
operating activities
Write-down of (increase) in receivables portfolio 48,367 -- (828)
Gain on settlement of debt (46,440) (46,440) --
Changes in assets and liabilities
Decrease in other receivables 5,054 3,761 --
(Increase) in prepaid expenses (1,425) -- (7,756)
Increase (decrease) in accounts payable and accrued liabilities 50,406 (896) (5,830)
Increase in accrued expenses to related parties 108,931 -- 76,229
Increase in accrued interest expense on promissory notes payable 3,022 -- 449
Increase in due to related parties 22,899 22,899 --
--------- --------- ---------
Net cash used in operating activities (124,838) (31,521) (33,712)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 67,540 -- --
Stock subscriptions received in advance 61,767 31,000 54,450
Proceeds from promissory notes payable 9,796 -- --
Repayments of promissory notes payable (4,811) -- (4,937)
Advances from related parties 54,376 -- --
Repayments to related parties (10,000) (10,000) --
--------- --------- ---------
Net cash provided by financing activities 178,668 21,000 49,513
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of receivable portfolios (76,171) -- --
Collections of receivable portfolios 24,139 -- --
--------- --------- ---------
Net cash used by investing activities (52,032) -- --
--------- --------- ---------
Effect of foreign currency translation 364 -- --
--------- --------- ---------
Change in cash and cash equivalents during period 2,162 (10,521) 15,801
Cash and cash equivalents beginning of the period 436 13,119 56
--------- --------- ---------
Cash and cash equivalents end of the period $ 2,598 $ 2,598 $ 15,857
======================================================================================================
See notes to consolidated financial statements
5
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
================================================================================
1. NATURE AND CONTINUANCE OF OPERATIONS
Bravo Resource Partners Ltd. (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.
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 now considered to be in the
development stage. Prior to becoming inactive, Bravo Resources 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. The Company now seeks to become active
through a merger with a business of merit or the acquisition of assets
whereby it can become active and profitable.
The accompanying unaudited consolidated financial statements of Bravo
Resource Partners Ltd. and subsidiaries have been prepared in accordance
with accounting principles generally accepted by the United States for
interim information and with the instructions to Form 10-QSB and Regulation
S-B. 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, all
adjustments consisting of a normal and recurring nature considered
necessary for a fair presentation have been included. Operating results for
the three and six months ended January 31, 2005, may not necessarily be
indicative of the results that may be expected for the year ended July 31,
2005.
Bravo Resource Partners Ltd'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 acompanying consolidated
financial statements, the Company has sustained substantial losses from
operations since inception and has no current source of revenue. In
addition, the Company has used, rather than provided, cash in the Company's
operations. Without realization of additional capital, it would be unlikely
for us to continue as a going concern. It is the management's plan in this
regard to obtain additional working capital through equity financing.
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 unable to continue operations.
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. Significant intercompany balances
and transactions were eliminated upon consolidation.
Fair Value of Financial Instruments
Cash, receivables, accounts payable, debt, accrued expenses and other
liabilities 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
Cash and cash equivalents consist of time deposits and all liquid
instruments (including overnight repurchase agreements with a bank) with
maturities of three months or less.
6
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
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.
Foreign currency translation
Assets and liabilities originating from the Company's Canadian activities
have been translated into U.S. dollars using year-end or historical
exchange rates. Income and expenses from the Company's Canadian activities
have been translated using the average exchange rates for the applicable
reporting period. Translation adjustments are reported in accumulated other
comprehensive loss, a separate component of deficiency in assets.
Income Taxes
Income taxes are computed under the provisions of the Financial Accounting
Standards Board Statement (SFAS) No. 109, "Accounting for Income Taxes".
SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax
consequences of the differences in events that have been recognized in the
Company's financial statements compared to the tax returns. Current and
deferred taxes are allocated to members of the consolidated group by
applying FASB Statement No. 109 to each member as if it were a separate
taxpayer.
As of the time of this filing, it is known that there will be a reported
net loss for the fiscal year, therefore, no provision for income taxes has
been made for the quarter.
Income Tax Credits
Income tax credits will be recognized as a reduction of the provision for
income taxes in the year in which utilized.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per common share is computed by dividing the net
income (loss) by the weighted average number of common shares outstanding
during each period. We use the treasury stock method to compute the
dilutive effect of options, warrants and similar instruments. Under this
method the dilutive effect on income (loss) per share is recognized on the
use of the proceeds that could be obtained upon exercise of options,
warrants and similar instruments. It assumes that the proceeds would be
used to purchase common shares at the average market price during the
period. As of January 31, 2004, there are no outstanding warrants, dilutive
or anti-dilutive issued.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified for comparative purposes to conform to the current year
presentation.
Currency Risk
Bravo Resource Partners Ltd is exposed to financial risk arising from
fluctuations in foreign exchange rates and the degree of volatility of
these risks. We do not use derivative instruments to reduce our exposure to
foreign currency risk.
7
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Recent Pronouncements
In November 2004, the FASB issued FAS 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4." This Statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). This Statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005.
In December 2004, the FASB issued FAS 152 "Accounting for Real Estate
Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67."
This Statement amends FASB Statement No. 66, Accounting for Sales of Real
Estate, to reference the financial accounting and reporting guidance for
real estate time-sharing transactions that is provided in AICPA Statement
of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This Statement also amends FASB Statement No. 67, Accounting
for Costs and Initial Rental Operations of Real Estate Projects, to state
that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to
the guidance in SOP 04-2. This Statement is effective for financial
statements for fiscal years beginning after June 15, 2005.
In December 2004, the FASB issued FAS 153 "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29." This Statement is the result of a
broader effort by the FASB to improve the comparability of cross-border
financial reporting by working with the International Accounting Standards
Board (IASB) toward development of a single set if high-quality accounting
standards. As part of that effort, the FASB and the IASB identified
opportunities to improve financial reporting by eliminating certain narrow
differences between their existing accounting standards. The accounting for
nonmonetary exchanges was identified as an area in which the U.S. standard
could be improved by eliminating certain differences between the
measurement guidance in Opinion 29 and that in IAS 16, Property, Plant and
Equipment, and IAS 38, Intangible Assets. This Statement is effective for
nonmonetary exchanges occurring in fiscal periods beginning after June 15,
2005.
In December 2003, the FASB issued FIN 46(R) "Consolidation of Variable
Interest Entities, and interpretation of ARB No. 51" which supersedes FIN
46. The objective of this Interpretation is not to restrict the use of
variable interest entities but to improve financial reporting by
enterprises involved with variable interest entities. The FASB believes
that if a business enterprise has a controlling financial interest in a
variable interest entity, the assets, liabilities and results of the
activities of the variable interest entity should be included in
consolidated financial statements with those of the business enterprise.
Please refer to FIN 46(R) for various effective dates.
The adoption of these new pronouncements is not expected to have a material
effect on our financial position or results of operations.
8
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
================================================================================
3. RELATED PARTY TRANSACTIONS
During the six-month period ended January 31, 2005, Bravo entered into the
following related party transactions:
The Company accrued $4,615 in professional accounting fees to an officer of
the Company.
The Company accrued $14,400 to a director of the Company for management
fees.
The Company has amounts of $108,899 due to directors, former directors and
officers for services provided, expenses incurred on behalf of the Company,
and for cash advances made to the Company. These amounts are unsecured and
have no specific terms of repayment. Interest will be imputed on the
advances in the future but it has not been accrued for the quarter due to
immateriality. The amount of $108,899 is inclusive of all payments or
accruals stated above.
4. CAPITAL STOCK
Share issuances
The following shares were issued during the three-month period ended
January 31, 2005:
On December 9, 2004, the Company issued 376,809 restricted common shares in
satisfaction of a current obligation to Asset Solutions (Hong Kong) Ltd.
for consulting services in the amount of $30,000 based on an average price
per share of $0.07962.
5. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
=====================================================================
2005 2004
---------------------------------------------------------------------
Interest received $-0- $-0-
Cash paid during the period for income taxes -0- -0-
Cash paid during the period for interest -0- -0-
=====================================================================
6. SEGMENTED INFORMATION
All of our identifiable assets are located in the United States.
7. SUBSEQUENT EVENTS
In addition to the foregoing transactions, Bravo had the following
subsequent events:
On June 24, 2005, the Company entered into an Asset Acquisition Agreement
with Alpine Pictures, Inc., a California corporation, to purchase
duplicating, editing, and graphics equipment for use in the creation,
production, and editing of movies, films, and advertisements. Mr. Mark
Savoy, a director of the Company since 2004, is also a director of Alpine
Pictures, Inc. Mr. Carter, President and a director of the Company since
2003, is a stockholder of both companies. Alpine Pictures, Inc. is an
independent production Company and foreign sales Company specializing in
theatrical entertainment product. Pursuant to the terms of the Asset
Purchase Agreement, the Company executed a promissory note in favor of
Alpine Pictures, Inc. in the amount of two hundred eleven thousand, seven
hundred and seventeen dollars ($211,717) payable in full on or before June
27, 2006 bearing an annual interest of 8%.
9
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
================================================================================
7. SUBSEQUENT EVENTS (Cont.)
On June 27, 2005, the Company closed the Asset Acquisition Agreement with
Alpine Pictures, Inc., and acquired duplicating, editing, and graphics
equipment and software to be used in the creation, editing, and production
of media productions.
By this acquisition and the operation of the newly acquired assets, the
Company has become active in the film editing and multi-media productions
including film, movie, and advertising productions.
On June 24, 2005, the Company received an approval from the TSX Venture
Exchange to issue shares in satisfaction of debt to Asset Solutions (Hong
Kong) Limited. Pursuant to the approval, the Company will issue 295,807
shares in satisfaction of debt in the amount of $15,000 owed at an average
of $0.0507 per share.
10
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
Except for historical information contained herein, this form 10-QSB contains
express or implied forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Exchange Act. We may make
written or oral forward-looking statements from time to time in filings with the
Securities and Exchange Commission ("SEC"), in press releases, quarterly
conference calls or otherwise. The words "believes," "expects," "anticipates,"
"intends," "forecasts," "project," "plans," "estimates" and similar expressions
identify forward-looking statements. These statements reflect our current views
with respect to future events and financial performance or operations and speak
only as of the date the statements are made.
Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our actual
results may differ materially from such statements. Factors that cause or
contribute to such differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB.
Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate with
the result that there can be no assurance the results contemplated in such
forward-looking statements will be realized. The inclusion of such
forward-looking information should not be regarded, as a representation that the
future events, plans, or expectations contemplated will be achieved. We
undertake no obligation to publicly update, review, or revise any
forward-looking statements to reflect any change in our expectations or any
change in events, conditions, or circumstances on which any such statements
based. Our filings with the SEC may be accessed at the SEC's Web site,
www.sec.gov.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
We were incorporated under the laws of the Province of British Columbia on
November 14, 1986, under the name Bravo Resources Inc. On May 6, 1994, Bravo
Resources, Inc changed its business name to Oro Bravo Resources Ltd. After
almost six (6) years of operation, we decided to move our corporate domicile to
the Yukon Territory in British Colombia, Canada and subsequently change the
business name to the now Bravo Resource Partners Ltd.
Between November 1986 and July 2002, we were engaged in the acquisition,
exploration and development of mineral properties. During this period, our
principal mineral properties were the Mamu/Bravo claim group in the Watson Lake
Mining District, Yukon Territory, the Rio Nuevo Placer Concession located in
Costa Rica, and the Oaxaca Concessions located in Mexico. In July 2002, we
decided to discontinue the mining operations in those locations.
We have two wholly-owned subsidiary companies named, 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. Both of these subsidiaries have been inactive
since we discontinued our mining operations in July 2002.
Since May 2002, we have been inactive. In July 2003, we moved our offices from
Vancouver, BC, to Denver, Colorado.
We do not have a website.
In January 2004, we signed a letter of intent with State Financial Holdings,
Inc., a Company owned by Ernest Staggs, a director of the Company, to provide
debt recovery services for consumer and commercial debt portfolios held by State
Financial. Pursuant to the letter of intent, we agreed to pay State Financial
the first $60,000 recovered and we would retain the remainder of any amounts
recovered.
In April 2004, the Company and State Financial Holdings jointly purchased a
consumer debt portfolio with a face value of approximately $465,000.00 at a
purchase price of $22,131.57. Pursuant to an agreement with State Financial
Holdings, we would retain any amounts collected from consumers whose debts were
in the portfolio and we would pay State Financial Holdings its investment in the
portfolio ($10,000) with ten percent interest.
In October 2004, we assigned all remaining amounts in our debt portfolios to
State Financial Holdings in exchange for the release of all of our remaining
obligations to State Financial Holdings.
We earned revenues of $1,350 from the collection of debts from the debt
portfolio.
11
In October 2004 we entered into a Stock Purchase Agreement and a Consulting
Agreement with the Bridge Group, Inc. The Bridge Group is a privately-held
corporation and is controlled by Michael Douglas. The Stock Purchase Agreement
provides that we will sell 500,000 shares of restricted common stock to the
Bridge Group for $50,000. The $50,000 is to be paid in a series of installments,
with the last payment due on May 1, 2005. The Bridge Group had made all payments
required by the Stock Purchase Agreement.
The Consulting Agreement provides that the Bridge Group will consult with us in
the areas of financial and marketing services. In return, we agreed to issue
1,500,000 shares of our common stock to the Bridge Group, payable as follows:
500,000 shares on October 28, 2004 (by mutual agreement, issued February 7,
2005); 500,000 shares when our common stock is listed on the OTC Bulletin Board;
and 500,000 shares when we acquire another Company.
During the three months ended January 31, 2005, our only use of cash was to fund
operating losses. During this period, our net cash used by operating activities
was $28,890. We satisfied our cash requirements during this period through the
sale of common stock and from unsecured loans.
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
borrow funds from private lenders. We are seeking a merger candidate with
sufficient working capital and assets to provide adequate liquidity to pay for
ongoing expenses. There can be no assurance that we will be successful in
obtaining additional funding to meet our cash needs for the next twelve months.
Following is our plan of operations for the next twelve months:
1. Solidify our business relationship with our extensive contacts in the
entertainment industry. At present, we are in the development stage of the
plan. No extensive product research and development is expected to be
performed over the term of the plan.
2. As of January 31, 2005, we are not anticipating any purchase or sale of
plant or significant equipment.
3. We do not expect to have additional employees at this point. Our only
employee was our president, Tyrone R. Carter. He is compensated through
management fees that are being accrued.
Item 3. Controls and Procedures
Tyrone R. Carter, our Chief Executive Officer, and Ernest Staggs, our Principal
Financial Officer, have evaluated the effectiveness of our disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and in their opinion, disclosure controls and
procedures ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
Evaluation Date. As a result, no corrective actions with regard to significant
deficiencies or material weakness in our internal controls were required.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not involved in any legal proceedings at this time.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended January 31, 2005, we issued stocks as
follows:
o On December 9, 2004, we issued 376,809 common shares in satisfaction
of a current obligation to Asset Solutions (Hong Kong) Ltd. for
consulting services in the amount of $30,000 based on an average price
per share of $0.07962.
12
We relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 with respect to the issuance of these shares. The persons who
acquired these shares were sophisticated investors. Each person had access
to the same kind of information that would be available in a registration
statement, including information available on the website maintained by the
Securities and Exchange Commission. The persons who acquired these shares
acquired the shares for their own accounts. The certificates representing
the shares of common stock bear legends stating that the shares may not be
offered, sold or transferred other than pursuant to an effective
registration statement under the Securities Act of 1933, or pursuant to an
applicable exemption from registration. The shares are "restricted"
securities as defined in Rule 144 of the Securities and Exchange
Commission.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
The following exhibits are filed with this report:
Number Description
31.1 Rule 13a-14(a)15d-14(a) certification
31.2 Rule 13a-14(a)15d-14(a) certification
32 Section 1350 certifications
During the three months ended January 31, 2005, we did not file any reports on
Form 8-K.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRAVO RESOURCE PARTNERS LTD.
(Registrant)
Date: December 9, 2005 By: /s/ Tyrone R. Carter
-------------------- --------------------------------------
Tyrone R. Carter, President and Chief
Executive Officer
Date: December 9, 2005 By: /s/ Ernest Staggs
--------------------- --------------------------------------
Ernest Staggs, Principal
Financial and Accounting Officer
14