UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended April 30, 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.
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(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 8, 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)
APRIL 30, 2005
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
=========================================================================
April 30,
2005
- -------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 1,479
Prepaid expenses 1,462
Deferred taxes, less allowance of $518,062 --
-----------
Total assets $ 2,941
=========================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
Current
Accounts payable and accrued liabilities $ 81,661
Other payables 361
Due to related party 116,099
-----------
Total current liabilities 198,121
-----------
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;
9,197,334 issued and outstanding 2,329,197
Stock subscription receivable (5,500)
Deficit accumulated during development stage (360,947)
Deficit (1,899,000)
Accumulated other comprehensive loss (258,930)
-----------
Total deficiency in assets (195,180)
-----------
Total liabilities and deficiency in assets $ 2,941
=========================================================================
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 Three-Month Three-Month Nine-Month Nine-Month
of Development Period ended Period ended Period ended Period ended
Stage (August 1, April 30, April 30, April 30, April 30,
2002) 2005 2004 2005 2004
- --------------------------------------------------------------------------------------------------------------------------
EXPENSES
Consulting $ 43,271 $ 12,500 $ -- $ 20,000 $ 191
License and user fees 13,582 2,102 762 3,222 2,262
Management fees 74,318 7,200 10,000 21,600 38,759
Office and miscellaneous 27,957 2,560 10,576 5,956 27,812
Professional fees 153,546 11,042 7,680 39,938 63,958
Shareholder communications and Investor relations 8,924 697 331 1,460 1,386
Transfer agent and filing fees 26,263 6,341 225 7,286 4,847
Travel and promotion 11,024 3,102 438 5,154 3,196
----------- ----------- ----------- ----------- -----------
Total expenses 358,885 45,544 30,012 104,616 142,411
----------- ----------- ----------- ----------- -----------
Loss before other items (358,885) (45,544) (30,012) (104,616) (142,411)
----------- ----------- ----------- ----------- -----------
OTHER ITEMS
Costs recovered 3,881 -- -- -- --
Interest expense (6,079) -- (443) (27) (1,457)
Write-down of receivables portfolios (48,367) -- -- -- --
Gain on settlement of debt 46,440 -- 5,294 46,440 5,294
Debt recovery income 2,063 249 -- 2,063 --
----------- ----------- ----------- ----------- -----------
Total other items (2,062) 249 4,851 48,476 3,837
----------- ----------- ----------- ----------- -----------
Loss before income taxes (360,947) (45,295) (25,161) (56,140) (138,574)
Provision for income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss (360,947) $ (45,295) $ (25,161) $ (56,140) $ (138,574)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments (258,930) -- -- -- --
----------- ----------- ----------- ----------- -----------
Comprehensive loss $ (619,877) $ (45,295) $ (25,161) $ (56,140) $ (138,574)
============================================================================================================================
Basic and diluted loss per common share $ 0.00 $ 0.00 $ (0.01) $ (0.02)
============================================================================================================================
Basic and diluted weighted average number
of common shares outstanding 9,118,682 7,123,901 8,294,731 6,217,580
============================================================================================================================
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 Nine-Month Nine-Month
of Development Period ended Period ended
Stage (August 1, April1 30, April1 30,
2002) 2005 2004
- ---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from operations $ (360,947) $ (56,140) $ (138,574)
Adjustments to reconcile net loss to net cash used in
operating activities
Write-down of (increase in) receivables portfolio 48,367 -- (81,507)
Gain on settlement of debt (46,440) (46,440) --
Changes in assets and liabilities
(Increase) in other receivables 5,054 3,761 --
(Increase) decrease in prepaid expenses (1,425) -- (1,462)
Increase (decrease) in accounts payable and accrued liabilities 73,882 22,580 (6,312)
Increase in accrued expenses to related parties 108,931 -- 76,229
Increase in accrued interest expense on promissory notes payable 3,022 -- 449
Increase (decrease) in due to related parties 30,099 30,099 (1,880)
------------ ------------ ------------
Net cash used in operating activities (139,457) (46,140) (153,057)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 81,040 13,500 --
Stock subscriptions received in advance 61,767 31,000 85,309
Proceeds from promissory notes payable 9,796 -- --
Repayments of promissory notes payable (4,811) -- (4,936)
Advances from related parties 54,376 -- --
Repayments to related parties (10,000) (10,000) --
------------ ------------ ------------
Net cash provided by financing activities 192,168 34,500 80,373
------------ ------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Acquisitions of receivable portfolio (76,171) -- --
Collections of receivable portfolio 24,139 -- --
------------ ------------ ------------
Net cash used by investing activities (52,032) -- --
------------ ------------ ------------
Effect of foreign currency translation 364 -- --
------------ ------------ ------------
Change in cash and cash equivalents during period 1,043 (11,640) (72,684)
Cash and cash equivalents beginning of the period 436 13,119 56
------------ ------------ ------------
Cash and cash equivalents end of the period $ 1,479 $ 1,479 $ (72,628)
=====================================================================================================================
See notes to consolidated financial statements
5
BRAVO RESOURCE PARTNERS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 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 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 nine months ending April 30, 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 acCompanying consolidated
financial statements, the Company has sustained substantial losses from
operations since inception and has no current source of revenue. In
addition, the Company had 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 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 inter-company 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
APRIL 30, 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 our
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.
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 Loss Per Share
Basic net loss per common share is computed by dividing the net 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
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. For the periods presented, this
calculation proved to be anti-dilutive. As of April 30, 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
APRIL 30, 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
APRIL 30, 2005
(Unaudited)
================================================================================
3. RECEIVABLES PORTFOLIOS
During the prior fiscal year, the Company acquired receivables portfolios,
consisting of aged consumer debt, at a total cost of $103,906, including
$13,440 paid to State Financial Holdings, Inc., a Company controlled by a
director of the Company. The receivables portfolio was originally valued at
cost. The receivables were acquired pursuant to a January 2004 letter of
intent with State Financial Holdings, Inc., to service the portfolios
purchased by State Financial Holdings, Inc. and pursuant to an April 2004
agreement with State Financial Holdings, Inc., to jointly purchase a
consumer debt portfolio. Pursuant to the January 2004 letter of intent,
Bravo Resource Partners Ltd agreed to pay State Financial Holdings, Inc.,
the first $60,000 (CND$77,745) recovered and will retain the remainder of
any amounts recovered. Pursuant to the April 2004 joint purchase agreement,
the Company will retain any amounts collected and will pay State Financial
Holdings, Inc., its investment in the portfolio of $10,000 (CND$13,419).
As of July 31, 2004, the Company collected $32,928 of the receivables
portfolios. Due to uncertainty of collectibility, the management decided to
write-down the portfolios by $65,978 to $5,000. The Company also determined
that the likelihood of successful recovery against individual debtors does
not justify expending the litigation costs and expenses involved in
pursuing legal action to recover.
On October 18, 2004, the Company satisfied the obligation to State
Financial Holdings, Inc., by assigning the remaining debt portfolios to
State Financial Holdings, Inc., in exchange for release of the remaining
obligations. We will retain the right to receive all debtor payments
currently being made under agreements with those debtors.
4. RELATED PARTY TRANSACTIONS
During nine-month period ended April 30, 2005, we entered into the
following related party transactions:
The Company accrued $21,600 to a director of the Company for
management fees.
The Company accrued $4,615 in professional accounting fees to an
officer of the Company.
The Company has amounts of $116,099 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 total amount of $116,099 is
inclusive of all payments or accrued stated above.
9
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2005
(Unaudited)
================================================================================
5. CAPITAL STOCK
The following schedule sets forth the share issuances for the three-month period
ended April 30, 2005:
We had no share subscriptions during the three-month period ending April 30,
2005.
On February 7, 2005 we issued 1,000,000 shares of common stock to The Bridge
Group Inc. pursuant to the stock purchase agreement and the consulting agreement
with the Bridge Group, 500,000 shares of restricted common stock were issued in
exchange for $50,000 which is to be paid in a series of installments, with the
last payment due on May 1, 2005.
500,000 shares of restricted common stock were issued under the consulting
agreement which provides that the Bridge Group will consult with us in the areas
of financial and marketing services. Under this agreement, we agreed to issue a
total of 1,500,00 restricted shares of common stock to the Bridge Group, payable
as follows: 500,000 restricted 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. By
mutual consent the first increment was issued February 2, 2005, and was recorded
based on an average price per share of $0.10.
10
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2005
(Unaudited)
================================================================================
6. 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-
=====================================================================
7. SEGMENTED INFORMATION
All of our identifiable assets are located in the United States.
8. 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 products. 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%.
On June 27, 2005, Bravo 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.
11
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
Item2. Management 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 our 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 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. Both of these subsidiaries have been inactive since we
discontinued 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 Bravo, 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, Bravo and State Financial Holdings jointly purchased a consumer
debt portfolio with a face value of approximately $465,000 at a purchase price
of $22,131. 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 of
$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.
12
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 our 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 April 30, 2005, our only use of cash was to fund
operating losses. During this period, our net cash used by operating activities
was $20,119. We satisfied our cash requirements during this period through the
sale of common stock.
On June 24, 2005, subsequent to the end of the third quarter, we 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 ours since 2004, is also a director of Alpine
Pictures, Inc. Mr. Carter, President and a director of ours 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, we
executed a promissory note in favor of Alpine Pictures, Inc., in the amount of
two hundred eleven thousand, seven hundred seventeen dollars ($211,717) payable
in full on or before June 27, 2006 bearing an interest at 8% per annum.
On June 24, 2005, we received approval from the TSX Venture Exchange to issue
shares in satisfaction of debt to Asset Solutions (Hong Kong) Limited. Pursuant
to the approval, we will issue 295,807 shares in satisfaction of debt in the
amount of $15,000 based on an average share price of $0.0507.
On June 27, 2005, we closed our 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. The assets acquired include but are not limited to an Avid 9000
film editing machine, Technics, Sony, and Tascum recording and DAT systems, as
well as the software and peripherals necessary for use in film and multi-media
editing of movies, films, and advertisements.
The Avid Media Composer 9000 system runs 24 or 30 frames per second, Film
Composer and PAL projects. The system can master to multiple formats, utilize an
extensive amount of real-time effects, multi-cam features, script integration,
storyboarding and batch importing. The Avid has the capability to provide and
produce 1:1 uncompressed dual streams of video, quick export to After Effects or
Cleaner 5, and the Avid log exchange allows the user to translate Telecine files
to 24fps projects for output of negative cut lists.
By this acquisition and the operation of the newly acquired assets, we have
become active in the film editing and multi- media productions including film,
movie, and advertising productions.
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.
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2. As of April 30, 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 our 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. To the knowledge
of Mr. Carter and Mr. Staggs, 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
We had no new share subscriptions during the three-month period ending
April 30, 2005.
On February 7, 2005, we issued 500,000 common shares to the Bridge Group,
Inc., pursuant to the Consulting Agreement with the Bridge Group, Inc. On
November 2, 2004, we announced that on October 28, 2004, we entered into an
agreement to issue 1,500,000 restricted common shares of stock to the
Bridge Group, Inc., a Nevada corporation, in exchange for consulting,
financial, and marketing services to be provided by the Bridge Group, Inc.
The 500,000 shares were issued as the first part of the issuance under the
Consulting Agreement after approval by the TSX Venture Exchange on February
7, 2005, by mutual agreement.
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.
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Item 6. Exhibits and Reports on Form 8-K
During the three months ended April 30, 2005, we did not file any
reports on Form 8-K.
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
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRAVO 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
16