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 October 31, 2005
----------------
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
the transition period from _____________ to______________
Commission file No. 0-30770
-------
BRAVO RESOURCE PARTNERS LTD.
(Exact name of small business issuer as specified in its charter)
Yukon, British Columbia 04-3779327
---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2993 South Peoria St.,
Aurora, Colorado
80014
----------------------------------------------------
(Address of principal executive offices) Zip Code
(303) 261-1370
------------------------------
(Issuer's telephone number)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 February 17, 2006, 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)
OCTOBER 31, 2005
BRAVO RESOURCE PARTNERS, LTD.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
===========================================================================
October 31,
2005
- ---------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 10,780
Accounts receivable 4,720
Prepaid expenses 500
Deferred tax asset, less allowance of $591,391 --
-------------
Total current assets 16,000
Property and equipment
Equipment 193,667
Furniture 18,050
-------------
Total property and equipment 211,717
Accumulated depreciation (11,961)
-------------
Net property and equipment 199,756
-------------
Total Assets $ 215,756
===========================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
Current liabilities
Accounts payable and accrued liabilities $ 76,116
-------------
Total current liabilities 76,116
Long-term liabilities
Due to related parties 492,298
-------------
Total liabilities 568,414
-------------
Commitments and contingencies (Notes 1, 4, and 5)
Deficiency in assets
Preferred stock: 100,000,000 shares authorized --
Common stock: No par value, 100,000,000 authorized,
9,607,470 issued and outstanding 2,402,872
Deficit accumulated during development stage (597,600)
Deficit (1,899,000)
Accumulated other comprehensive loss (258,930)
-------------
Total deficiency in assets (352,658)
-------------
Total liabilities and deficiency in assets $ 215,756
===========================================================================
See accompanying notes.
2
BRAVO RESOURCE PARTNERS, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------
Cumulative from Three-Month Three-Month
the Beginning of Period ended Period ended
Development Stage October 31, October 31,
(August 1, 2002) 2005 2004
- ---------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Consulting $ 118,271 $ 15,000 $ 7,500
Depreciation 11,961 6,080 -
License and user fees 18,034 2,763 -
Management fees 81,518 - 7,200
Office and miscellaneous 41,454 9,150 1,868
Salaries 16,683 16,683 -
Professional fees 257,763 18,115 1,000
Shareholder communications and investor relations 16,924 - -
Transfer agent and filing fees 31,366 4,174 130
Travel and promotion 18,498 5,364 941
--------------------------------------------------
Total expenses 612,472 77,329 18,639
--------------------------------------------------
Loss before other items (612,472) (77,329) (18,639)
--------------------------------------------------
OTHER ITEMS
Costs recovered 3,881 - -
Interest expense (15,330) (7,498) (27)
Write-down of receivables portfolios (48,367) - -
Gain on settlement of debt 72,010 - 46,440
Foreign currency translation income 64 - -
Other income 616 616 -
Debt recovery income 1,998 - 1,350
--------------------------------------------------
Total other items 14,872 (6,882) 47,763
--------------------------------------------------
Income (loss) before income taxes (597,600) (84,211) 29,124
Provision for income taxes - - -
--------------------------------------------------
Net income (loss) (597,600) $$ (84,211) $ 29,124
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments (258,930) - -
--------------------------------------------------
Comprehensive Income (Loss) (856,530) $$ (84,211) $ 29,124
=================================================================================================================================
Basic and diluted loss per common share $ (0.01) $ 0.00
=================================================================================================================================
Basic and diluted weighted average number of common shares outstanding 9,568,946 7,754,778
=================================================================================================================================
See accompanying notes
3
BRAVO RESOURCE PARTNERS, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
==================================================================================================================================
Cumulative from
the Beginning Three-Month Three-Month
of Development Period ended Period ended
Stage (August October 31, October 31,
1, 2002) 2005 2004
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) from operations $ (597,600) $ (84,211) $ 29,124
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Write-down of receivables portfolio 48,367 - (46,440)
Gain on settlement of debt (72,010) - -
Depreciation expense 11,961 6,080 -
Common stock issued for services 57,500 7,500 -
Changes in assets and liabilities
Decrease (increase) in accounts receivables (4,720) (4,720) -
Decrease in other receivables 5,054 - 3,761
Decrease (increase) in prepaid expenses (463) (500) -
(Decrease) increase in accounts payable and accrued liabilities 62,133 16,785 (925)
Increase in accrued interest 11,931 7,498 -
Increase (decrease) in due to related parties 245,651 (30,787) 11,849
---------------------------------------------
Net cash used in operating activities $ (232,196) $ (82,355) (2,631)
---------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 117,540 - -
Stock subscriptions received in advance 30,767 - -
Proceeds from promissory notes payable-related party 121,721 96,000 -
Repayment of promissory notes payable (4,811) - -
Advances from related parties 38,991 - -
Repayments to related parties (10,000) - (10,000)
---------------------------------------------
Net cash provided by (used in) financing activities 294,208 96,000 (10,000)
---------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of receivables portfolios (76,171) - -
Collection of receivables portfolios 24,139 - -
---------------------------------------------
Net cash used in investing activities (52,032) - -
---------------------------------------------
Effect of foreign currency translation 364 - -
Change in cash and cash equivalents during period 10,344 13,645 (12,631)
Cash and cash equivalents beginning of the period 436 (2,865) 13,119
---------------------------------------------
Cash and cash equivalents end of the period $ 10,780 $ 10,780 $ 488
=============================================================================================================================
See accompanying notes.
4
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2005
(Unaudited)
================================================================================
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.
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. The Company 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.
Acquisition
On June 27, 2005, the Company 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 is entering the film editing and multi-media
productions industry including film, movie, and advertising productions.
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-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, these consolidated
financial statements include all adjustments of a normal and recurring
nature necessary for a fair presentation. Operating results for the three
months ending October 31, 2005, may not necessarily be indicative of the
results that may be expected for the year ended July 31, 2006.
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 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 that the Company
could continue as a going-concern. It is management's plan in this regard
to obtain additional working capital through equity financing which may not
be available.
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.
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.
5
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
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.
Property and Equipment
Property and equipment are stated at cost. Expenditures for major
betterments and additions are charged to the property accounts, while
replacements, maintenance, and repairs that do not improve or extend the
lives of the respective assets are charged to expense currently.
Depreciation is computed principally using the straight-line method, based
on the estimated useful lives of the assets, which range from three to
seven years.
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
For the year ended July 31, 2004, and prior years, the functional currency
of the Company and its wholly-owned subsidiaries was the Canadian dollar.
Accordingly, monetary assets and liabilities denominated in a foreign
currency are translated at the exchange rate in effect at the balance sheet
date while non-monetary assets and liabilities denominated in a foreign
currency are translated at historical rates. Revenue and expense items
denominated in a foreign currency are translated at exchange rates
prevailing when such items are recognized in the statement of operations.
Exchange gain or losses arising on translation of foreign currency items
are included in the statement of operations. With respect to the
presentation of these consolidated financial statements in the reporting
currency, being the United States dollar, the Company follows the current
rate method of translation. Accordingly, assets and liabilities are
translated into United States dollars at the period-end exchange rates
while revenue and expenses are translated at the prevailing exchange rates
during the period. Related exchange gains and losses are included in a
separate component of stockholder's equity as accumulated other
comprehensive income.
Effective August 1, 2004, the Company changed its functional currency from
the Canadian dollar to the United States dollar. Accordingly, monetary
assets and liabilities denominated in a foreign currency are translated at
the exchange rate in effect at the balance sheet date while non-monetary
assets and liabilities denominated in a foreign currency are translated at
historical rates. Revenue and expense items denominated in a foreign
currency are translated at exchange rates prevailing when such items are
recognized in the statement of operations. Exchange gains or losses arising
on translation of foreign currency items are included in the statement of
operations.
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
6
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
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.
Accounts Receivable
Accounts receivable are amounts due mainly from reimbursements for expenses
paid on behalf of Box Office Productions II, LLC, a California limited
liability company. Receivables are accounted for on a quarterly basis plus
a fixed 15% rate for consultation and administrative service rendered.
Income Tax Credits
Income tax credits will be recognized as a reduction of the provision for
income taxes in the year in which they are 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 October 31, 2005, there are
no outstanding warrants or options issued or outstanding.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified for comparative purposes to conform to the current year
presentation.
Recent Pronouncements
In December 2004, FASB issued Statement of Financial Accounting Standards
No. 123R, "Share Based Payment" ("SFAS123R"). SFAS 123R supersedes APB 25
and its related implementation guidance by requiring entities to recognize
the costs of employee services received in exchange for awards of equity
instruments based on the grant-date fair value of those awards (with
limited exceptions) and revises SFAS 123 as follows:
i. Public entities are required to measure liabilities incurred to
employees in share-based payment transactions at fair value and
nonpublic entities may elect to measure their liabilities to employees
incurred in share-based payment transactions at their intrinsic value
whereas under SFAS 123, all share-based payment liabilities were
measured at their intrinsic value.
ii. Non public entities are required to calculate fair value using an
appropriate industry sector index for the expected volatility of its
share price if it is not practicable to estimate the expected
volatility of the entity's share price.
7
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2005
(Unaudited)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
iii. Entities are required to estimate the number of instruments for which
the requisite service is expected to be rendered as opposed to
accounting for forfeitures as they occur.
iv. Incremental compensation cost for a modification of the terms or
conditions of an award is measured by comparing the fair value of the
modified award with the fair value of the award immediately before the
modification whereas SFAS 123 required that the effects of a
modification be measured as the difference between the fair value of
the modified award at the date it is granted and the award's value
immediately before the modification determined based on the shorter of
(1) its remaining initially estimated expected life or (2) the
expected life of the modified award.
SFAS 123R also clarifies and expands guidance in several areas, including
measuring fair value, classifying an award as equity or as a liability and
attributing compensation cost to reporting periods. SFAS 123R does not
change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS 123 as originally issued and
EITF 96-18. SFAS 123R also does not address the accounting for employee
share ownership plans which are subject to Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans". Public entities
(other than those filing as small business issuers) will be required to
apply SFAS 123R as of the first annual reporting period that begins after
June 15, 2005. Public entities that file as small business issuers will be
required to apply SFAS 123R in the first annual reporting period that
begins after December 15, 2005. For nonpublic entities, SFAS 123R must be
applied as of the beginning of the first annual reporting period beginning
after December 15, 2005.
The adoption of these new pronouncements is not expected to have a material
effect on our financial position or results of operations.
3. ACCOUNTS RECEIVABLE
On October 1, 2005, the Company agreed with Box Office Productions II, LLC,
(hereinafter referred to as "BOP") a California limited liability company,
to provide consultation and administrative services. As of October 31,
2005, the Company's accounts receivable from BOP II is $4,720 inclusive of
accrued revenue of $616 for the quarter ended October 31, 2005.
4. RELATED PARTY TRANSACTIONS
During the three-month period ended October 31, 2005, the Company entered
into the following related party transactions: On August 1, 2005, the
Company issued a variable principal promissory note to Alpine Pictures,
Inc., a company with a director in common. The note bears annual interest
at 10% and is due 180 days from written demand by the payee. As of October
31, 2005, the principal balance due to Alpine Pictures, Inc., from the
Company is $111,925, plus accrued interest of $3,264. Alpine Pictures,
Inc., also holds a promissory note for the purchase of equipment by the
Company during the prior fiscal year. The note bears interest at 8%. As of
October 31, 2005, the principal balance due to Alpine Pictures, Inc., on
that note is $211,717, plus accrued interest of $4,233.
The Company has an additional payable to related parties of $161,159, for a
total of $492,298.
8
BRAVO RESOURCE PARTNERS LTD.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2005
(Unaudited)
================================================================================
4. RELATED PARTY TRANSACTIONS (cont.)
The Company accrued consulting expense with Asset Solutions (Hong Kong)
Ltd. A director of the Company represents Asset Solutions (Hong Kong) Ltd.,
and the director receives compensation from Asset Solutions (Hong Kong)
Ltd. Total amount accrued for the period ending October 31, 2005, is
$7,500.
5. CAPITAL STOCK
The following schedule sets forth the share issuances for the three-month
period ended October 31, 2005:
On August 31, 2005, the Company converted Martina Leimcke Notes
Payable of $1,176 (10,226 shares) to securities at $0.115 ($0.15Cdn)
per share. The share price for the conversion was negotiated between
the parties.
On August 31, 2005, the TSX Venture Exchange accepted for filing the
Company's proposal to issue shares in satisfaction of debt to Asset
Solutions (Hong Kong) Limited pursuant to a Consulting Agreement dated
December 13, 2004. Pursuant to the approval, the Company issued
114,329 shares in satisfaction of debt in the amount of $7,500 owed at
an average of $.0656 per share. The share price was determined
pursuant to the Consulting Agreement using the average closing price,
for the Company's shares, for the period.
6. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
============================================== ========== =========
2005 2004
---------------------------------------------- ---------- ---------
Interest $ -0- $ -0-
received
Cash paid during the period for income taxes -0- -0-
Cash paid during the period for interest -0- -0-
============================================== ========== =========
The following non-cash transactions occurred during the quarter ended
October 31, 2005:
Issuance of common stock for services $7,500
Conversion of shares for note payable 1,176
Conversion of shares for satisfaction of debt 7,500
7. SEGMENTED INFORMATION
All of our identifiable assets are located in the United States.
8. SUBSEQUENT EVENTS
On November 1, 2005, the Company agreed with Box Office Productions II, LLC
("BOP II"), a California limited liability company, to provide consultation
and administrative services. These services are rendered to BOP II on
at-will basis. Pursuant to the agreement, BOP II also reimburses the
Company for rental expenses incurred by the Company for office space.
9
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 are
based. Our filings with the SEC may be accessed at the SEC's website,
www.sec.gov.
ITEM 2. 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 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, Canada, and subsequently to change the business name to
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.
In July 2003, we moved our offices from Vancouver, BC, to Denver, Colorado.
We do not have a website.
On October 1, 2005, we agreed with Box Office Productions II, LLC ("BOP"), a
California limited liability company, to provide consultation and administrative
services.
During the three months ended October 31, 2005, our net cash used by operating
activities was ($82,355). We satisfied our cash requirements during this period
by borrowing money.
Following is our plan of operations for the next twelve months:
1. 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.
10
2. No extensive product research and development is necessarily expected to be
performed over the term of the plan.
3. For this fiscal year ending July 2006, we are not anticipating any purchase
or sale of plant or significant equipment.
4. We do not expect to have any significant changes in the number of employees
for this year. At present, we have only three employees: Our President,
Tyrone R. Carter, who spends 100% of his time on the Company's business;
our Chief Financial Officer, Ernest Staggs, who spends approximately 90% of
his time on the Company's business; and Tabea M. Carter, who provides
administrative and translation services. Ms. T. Carter spends approximately
50% of her time on the Company's business.
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 and in their opinion our disclosure controls and procedures insure
that material information relating to the Company is made known to them by
others within the Company, 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 date of
evaluation, and as a result, no corrective actions with regard to significant
deficiencies or material weaknesses 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
None.
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
During the three months ended October 31, 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
11
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: February 21, 2006 By: /s/ Tyrone R. Carter
-------------------- -------------------------------------
Tyrone R. Carter, President and Chief
Executive Officer
Date: February 21, 2006 By: /s/ Ernest Staggs
-------------------- -------------------------------------
Ernest Staggs, Principal
Financial and Accounting Officer
12