U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

Commission File No. 000-33053

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BRAVO MULTINATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-1266967     (I.R.S. Employer Identification Number)
590 York Road, Unit 3, Niagara on the Lake, Ontario, Canada L0S 1J0 (Address of principal executive offices)   (716) 803-0621 (registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes [ ] No [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act).  Yes [  ]  No [ X ]

The number of shares of the issuer’s common stock, par value $.001 per share, outstanding as of March 10, 2016 was approximately 258,389,888.

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TABLE OF CONTENTS

PART I
Item 1.	Condensed Financial Statements	3
	Unaudited Consolidated Balance Sheets at September 30, 2016 and December 31, 2015	4
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015	5
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended  September 30, 2016 and 2015	6
	Unaudited Consolidated Statements of changes in Equity for Nine Months Ended	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Item 4(T).	Controls and Procedures	19
PART II
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mining Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits	29
	Signatures	30

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PART I – FINANCIAL INFORMATION

Item 1.- Financial Statements.

BRAVO MULTINATIONAL INCORPORATED

Niagara On The Lake, Ontario, Canada

 

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The accompanying notes are an integral part of these unaudited condensed financial statements.

 

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The accompanying notes are an integral part of these unaudited condensed financial statements.

 

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The accompanying notes are an integral part of these unaudited condensed financial statements.

 

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The accompanying notes are an integral part of these unaudited condensed financial statements.

 

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BRAVO MULTINATIONAL INCORPORATED

Niagara On The Lake, Ontario, Canada

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – Organization & Description of Business

 

Bravo Multinational Corporation (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp.  On August 7, 2007, the company’s name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. On April 6, 2016, we changed our corporate name to Bravo Multinational Incorporated.  On March 22, 2016, the board of directors of the company, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interests of the company that the name of the company should be changed to Bravo Multinational Incorporated, with such change of name to be effective upon compliance with all regulatory requirements mandated by FINRA.  Further, as a result of the change of the company’s name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the company’s common stock should be changed to “BRVO,” and the company’s CUSIP identifier be changed to a newly issued number.  FINRA granted its approval of the change of the company’s name on April 6, 2016.  As a result of the change of name of the company, the company’s trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109.

 

The Company filed a Form 8-K with the SEC on April 7, 2016, announcing the change of name, trading symbol, and CUSIP identifier.

The Company owns land and lease claims on War Eagle Mountain in the state of Idaho.  The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (SFMI) under which SFMI is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by SFMI from tailing piles on the premises or through shafts or adits located on the premises. The lease agreement was deferred for a two year period, 2014 and 2015, so that SFMI could restructure is finances. The company has now determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the company is not recoverable.

On September 19, 2013, our wholly-owned subsidiary entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split). Closing was conditioned on our completion of a 1 for 10 reverse stock split, among other things. The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. We completed the reverse split in March 2014, and completed the purchase on March 6, 2014. Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. This lease was subsequently suspended. The company intends to re-lease the equipment in a new agreement.

 

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BRAVO MULTINATIONAL INCORPORATED

Niagara On The Lake, Ontario, Canada

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business - continued

 On May 4^th, 2016 the company entered into an agreement to purchase 500 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation. On May 6^th, 2016 the transaction closed and an initial purchase of 150 gaming machines was completed, with the balance of machines to be purchased over approximately 18 months, prior to December 31, 2017. This initial purchase was paid for with the issuance of 12,500,000 million common restricted shares of the registrant and an open loan held by the seller in the amount of $337,500 at an annual rate of 3.5%. The company intends to re-sell this equipment individually and has contracted GameTouch LLC to oversee this retail program.    

NOTE 2 – Basis of Presentation

 

The condensed consolidated financial statements of Bravo Multinational Incorporated (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s Form 10-K and other reports filed with the SEC.

 

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Bravo Multinational Incorporated, and its wholly owned subsidiary; Universal Entertainment SAS, Ltd., (the “Company”).  All significant inter-company balances have been eliminated in consolidation.

 

NOTE 3 – Summary of Significant Accounting Policies

 

                All significant accounting policies can be viewed on the Company’s annual report filed with the Securities and Exchange Commission.

 

NOTE 4 – Recently Issued Accounting Standards

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

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BRAVO MULTINATIONAL INCORPORATED

Niagara On The Lake, Ontario, Canada

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – Going Concern 

 

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of at September 30, 2016.

 

The Company has begun to generate income from its operation in Nicaragua and anticipates that this income may sufficiently support the ongoing operating expenses of the Company going forward.

 

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement the Company’s business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

NOTE 6 –  Related Party Transactions

 

     None except as disclosed with Directors loans payable.

 

NOTE 7 –  Notes Payable

 

Notes Payable consists of $46,878 of unsecured notes and $25,278 due to directors and corporate advisors for unreimbursed expense at September 31, 2016. The notes to directors and officers are unsecured, non-interest bearing and are repayable only when the company has cash flow or available stock.

NOTE 8- Subsequent Events

Promissory Notes

 

Mr. Parliament is our chairman of the board of the directors, chief executive officer, president and a director. On October 3, 2016 Mr. Parliament returned 34,725,323 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $1,128,573.00.

 

Mr. Wolfe is our former Chief financial officer, principal accounting officer, and treasurer, who resigned due to personal reasons. On October 3, 2016 Mr. Wolfe returned 6,422,547 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $208,732.78.

 

Mr. Brooks is our vice president and a director. On October 3, 2016 Mr. Brooks returned 13,591,363 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $441,719.29.

 

Mr. Kaiser is our Interim CFO, secretary and corporate governance officer, and director. On October 3, 2016 Mr. Kaiser returned 3,050,329 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $99,135.69.

 

Mr. Kosta has a Consulting Agreement with Bravo Multinational Incorporated. On October 3 and 11, 2016 Mr Kosta returned 1,122,997 and 5,333,334 common shares to Bravo treasury for cancellation in exchange for convertible promissory notes with a face value of $36,497.40 and $160,000.

 

Recapitalization

 

The Board of Directors and the Shareholders have approved a recapitalization (reverse stock split) and the authorization of additional shares (the “Action”). As of the close of business on January 16, 2017, the record date for shares entitled to notice of and to sign written consents in connection with the recapitalization, there were 257,560,828 shares of our common stock and 5,000,000 shares of our preferred stock outstanding.  The Actions are expected to take place 20 days from the mailing of the Information Statement.

1.) Each three hundred shares of common stock outstanding will be converted into one share of common stock of the Company.

 

The Plan of Recapitalization provides for the mandatory exchange of shares from the current common stock to new common stock representing one-three hundredth (1/300^th) of the previous number of shares held.

2.) The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:

 

Paul Parliament	Director
Douglas Brooks	Director
Richard Kaiser	Director

3.) The Articles of Incorporation will be amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $.0001 per share. The preferred shares are blank check preferred and they may be issued with the preferences determined by the board of directors.

 

4.)Kappin Certified Public Accountants, will be approved to act as our outside auditors for our fiscal year ending December 31, 2016 and December 31, 2017.

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT ON FORM 10-Q.

The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are included in this Report.  This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans.  These statements involve risks and uncertainties.  Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Report.

Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “Goldland Holdings,” all refer to Bravo Multinational Incorporated and its subsidiaries as of the date of this report.

Company Overview

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars.  On September 1, 2004, our name was changed to Consolidated General Corp., which tried to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team.  On August 7, 2007, our name was changed to Goldcorp Holdings Co.  On October 15, 2010, our name was changed to GoldLand Holdings Co and on April 6, 2016 (effective date) our name was changed to Bravo Multinational Incorporated to better reflect the planned future activities of the company.

Former Business

Over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we have been engaged in the business of leasing mining claims.  On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from Bisell Investments Inc. and New Vision Financial Ltd., two of our then major stockholders, for a total of 90,000,000 shares of our common stock.  We acquired a 29.167% interest in these claims, respectively.  We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management (the “BLM”), each of which covered approximately 20 acres, or approximately 100 acres in total.  Subsequently, as a result we allowed our BLM claims to laps.

eFor a complete discussion of the mining activities on our mining claims conducted by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the Commission.  However it should be noted that at no time was Bravo (Goldland Holdings) a mining operator.  As described above, Bravo owns and or maintains mining claims..  Since the mining operations of our lessee no longer have any relevance to our new business of the leasing of gaming equipment, we will only include financial information relating to revenues, expenses, and results of operations and other relevant information with respect to the former mining activities of our mining properties.

Current Business

We are currently engaged in the business of the leasing and selling of gaming equipment.  On September 19, 2013, Universal Equipment SAS, Inc., our wholly-owned subsidiary, entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post reverse-split on March 6, 2014).  The closing occurred on March 6, 2014.  The gaming equipment includes approximately 67 video poker and slot machines; eight blackjack and miscellaneous game tables, and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment, and miscellaneous office equipment, like chairs and tables.

Upon closing of the acquisition of the gaming equipment, through our wholly owned subsidiary Universal Entertainment SAS, Inc. on March 6, 2014, we leased the gaming equipment to Vomblom & Pomare S.A., a company formed under the laws of the Country of Colombia, and controlled by Claudia Cifuentes Robles, pursuant to a lease agreement which provided for lease payments of $700,000 per year, payable in the amount of $58,333 per month, with a term of five years with one five year renewal option.  The gaming equipment was to be used primarily in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia.  However, some of the gaming equipment, such as video poker and slot machines, could have been placed in retail locations under agreements with the retail merchants to divide winnings from the machines.

The above referred to lease agreement was cancelled by Universal Equipment SAS, Inc., on June 18, 2015, due to non-payment of the lease payments.  We are now assessing new opportunities for the leasing of the gaming equipment. The company intends to re-lease the equipment in a new agreement.

 

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           On May 6, 2016 the company closed an agreement to purchase 500 gaming machines from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation. The company then initiated a program to offer for retail sale individual gaming machines. The company has engaged GameTouch LLC to oversee the promotion and sale of this equipment.

During the current quarter, the majority of the company’s activities where used to defended a legal suit whereas the concentration as such minimized the effort on sales and marketing.

Risks Related to Our Gaming Equipment Operations

We are affected by the risks faced by foreign casino owners who we expect will be our future customers.  Our prospective gaming machine customers are engaged in economically sensitive and competitive businesses.  As a result, we will be indirectly affected by all the risks facing foreign casino owners, which are beyond our control.  Our results of operations will depend, in part, on the financial strength of our customers and our customers’ ability to compete effectively in the marketplace and manage their risks.  Many of these risks are discussed below.

Reductions in Consumer and Corporate Spending.  Consumer demand for hotel/casino resorts, trade shows and conventions, and for luxury amenities is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities.  Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as perceived or actual general economic conditions; any further weaknesses in the job or housing market; additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism.  These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities of our customers, thus imposing additional limits on pricing and harming our operations.

Regulations Affecting Casinos.  Casinos are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may have an adverse effect on their business, financial condition, results of operations or cash flows.  Casinos are required to obtain and maintain licenses from the jurisdictions in which they operate, and are subject to extensive background investigations and suitability standards.  In some cases, a casino license may be subject to revocation at any time by government officials.  There can be no assurance that our prospective casino customers will be able to obtain new licenses or renew any of their existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked.  The loss, denial or non-renewal of any of their licenses could have a material adverse effect on their and our business, financial condition, results of operations or cash flows.

Casinos are Subject to Anti-Money Laundering Laws.  Our prospective casino customers will deal with significant amounts of cash in their operations and will be subject to various reporting and anti-money laundering regulations.  Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of the properties, employees, or customers of our prospective casino customers could have a material adverse effect on their financial condition, results of operations or cash flows.

Travel Concerns.  Casinos are sensitive to the willingness of customers to travel.  Only a small amount of our potential casino customers’ business will be generated by local residents.  Most of their customers travel to reach their properties.  Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to our potential customers’ properties.  Regional conflicts could have a similar effect on domestic and international travel.  We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have on our potential casino customers’ financial condition, results of operations or cash flows.

 

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Win Rates.  Win rates for casinos gaming operations depend on a variety of factors, some beyond their control.  Consequently, the winnings of a casino’s gaming customers could exceed the casino’s winnings.  The gaming industry is characterized by an element of chance.  In addition to the element of chance, win rates are also affected by other factors, including the players’ skill and experience, the mix of games played the financial resources of the players, the spread of table limits, the volume of bets placed and the amount of time played.  Our potential casino customers’ gaming profits are expected to mainly derive from the difference between their casino winnings and the casino winnings of their gaming customers.  Since there is an inherent element of chance in the gaming industry, our potential casino customers will not have full control over their winnings or the winnings of their gaming customers.  If the winnings of their gaming customers exceed their winnings, they may record a loss from gaming operations, which could have a material adverse effect on their (and our) business, financial condition, results of operations and cash flows.

Fraud and Cheating Issues.  Casinos face the risk of fraud and cheating.  Our potential casino customers’ will most likely face attempts by some of their customers to commit fraud or cheat in order to increase winnings.  Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with a casino’s employees.  Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff.  Failure to discover such acts or schemes in a timely manner could result in losses to our potential casino customers gaming operations.  In addition, negative publicity related to such schemes could have an adverse effect on our potential casino customers’ reputations, likely causing a material adverse effect on their (and our) business, financial condition, results of operations and cash flows.

Limited Markets.  Because we expect to be dependent primarily upon gaming operations in two markets, Central and South America, initially in Nicaragua and San Andres, Columbia, for all of our cash flow, we will be subject to greater risks than competitors with more casino customers or which operate in more markets.  We do not currently have any casino equipment leasing operations.  As a result, we do not have any current cash flow from operations.

Given that our operations are initially expected to be conducted only in Nicaragua and San Andres, Columbia, we will be subject to greater degrees of risk than competitors with more operating properties or that operate in more markets.  The risks to which we will have a greater degree of exposure will include the following:

·

Local economic and competitive conditions;

·

Inaccessibility due to inclement weather, road construction or closure of primary access routes;

·

Decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

·

Changes in local and state governmental laws and regulations, including gaming laws and regulations;

·

Natural or man-made disasters, or outbreaks of infectious diseases;

·

A decline in the number of visitors to San Andres Isla, Columbia, where we expect to commence operations.

 

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Tax Laws and Regulations.  Changes in tax laws and regulations could impact our financial condition and results of operations.  We will be subject to taxation and regulation by various governmental agencies, primarily in Columbia, and other Central and South American countries, and the United States (federal, state and local levels).  From time to time, U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation.  In particular, governmental agencies may make changes that could reduce the profits that we can effectively realize from our non-U.S. operations.  Like most U.S. companies, our effective income tax rate will reflect the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates.  If changes in tax laws and regulations were to significantly increase the tax rates on non-U.S. income, these changes could increase our income tax expense and liability, and therefore, could have an adverse effect on our effective income tax rate, financial condition and results of operations.

Financial Markets Financing Concerns.  Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing.  To expand our casino equipment leasing business, we will need to finance the purchase of new casino equipment.  We currently do not have any arrangements to obtain debt or equity capital to finance new equipment purchases, and if we do not obtain such capital we may be unable to expand our anticipated operations.  Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets worldwide.  Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to refinance existing debt.  The effect of these disruptions was widespread and difficult to quantify.  While economic conditions have recently improved, that trend may not continue and the extent of the current economic improvement is unknown.  Any future disruptions in the commercial credit markets may impact liquidity in the global credit market as greatly, or even more, than in recent years.

Our business and financing plan may be dependent upon completion of future financings.  If the credit environment worsens, it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our planned projects, and as a consequence, our results of operations and business plans.  Should general economic conditions not improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of planned projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date in our planned projects could be lost and would result in an impairment charge.

Currency Risks.  Our potential casino customers will be subject to currency risks.  Our gaming equipment lease provides for lease payments in U.S. dollars, while our lessees will conduct business in the currency of the country where the lessee is located.  Accordingly, our lessees’ ability to make lease payments will be subject to our lessees’ ability to convert the foreign currency into U.S. dollars.  As a result, our lessee’s ability to make lease payments will be subject to fluctuations in the exchange rate of the applicable foreign currency against the U.S. dollar, as well as local laws and regulations which may limit or impair a foreign person or entity’s ability to convert the subject foreign currency to U.S. dollars.

Our Legal Rights and Remedies are Uncertain in the Event of a Default by a Lessee.  In the event we are required to take any legal action under a lease of our casino equipment, such as to repossess our equipment, we would be required to do so in the courts, and under the laws, of the country where the equipment is located.  The legal systems of foreign countries may not allow for the repossession of equipment as quickly and as cost-effectively as in the U.S., with the result that we may face greater delays and expenses in exercising any rights under our leases.  Consequently, losses due to a default by a lessee may be greater than otherwise would be the case.

Conflict of Interest.  Paul Parliament, our chairman, president, chief executive officer, and director, has an indirect conflict of interest inasmuch as he has a private business relationship with Game Touch Technologies Inc., a company controlled by one of our consultants and current major stockholder, Julios Kosta, from whom Mr. Parliament purchased gaming equipment in 2014.

Competition

To the extent we expand leasing our casino equipment to more than one operator we will face competition from casino equipment suppliers, leasing affiliates of casino equipment suppliers, and independent leasing companies.  Most of our potential competitors may have far greater resources than we have and may have far greater experience in the casino industry than we possess.

 

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Markets and Major Customers

While all casinos need casino equipment, we define our market as casinos in Central and South America, which we believe is an underserved market.

Going Concern

As of September 30, 2016 the registrant had an accumulated deficit of $25,450,984

 During the three months ended September 30, 2016, the registrant increased net cash of $4,096 from operating activities.  These factors raise substantial doubt about the registrant’s ability to continue as a going concern.

While the registrant is attempting to commence operations and generate revenues, the registrant’s cash position may not be significant enough to support the registrant’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for the registrant to continue as a going concern.  While the registrant believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the registrant to continue as a going concern is dependent upon the registrant’s ability to further implement its business plan and generate revenues.

 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE THREE MONTHS ENDED SEPTEMBE 30, 2015

 

Revenues

 

Revenues of -0- for the three months ended September 30, 2016 as compared to $-0- for the three months ended September 30, 2015.  

Cost of Revenues

 

Cost of revenues was $ -0- for the three months ended September 30, 2016 as compared to $-0- for the three months ended September 30, 2015

Operating Expenses

 

Operating expenses increased approximately 45% to $601,640 for the three months ended September 30, 2016 compared to $330,955 for the three months ended September 30, 2015.  For the three months ended September 31, 2016, General and Administrative expenses increased approximately 50% to $55,717 from $28,011 for the three months ended September 30, 2015 because of increased in travel, rent and expense reimbursements.  Professional Fees increased 761% to $131,382 for the three months ended September 30, 2016 compared to $15,258 for the three months ended September 30, 2015, increase associated with legal fees on management’s defense of a legal suit which was settled in favor of management.  Salary decreased 82% to $21,000 for the three months ended September 30, 2016 compared to $118,312 for three months ended September 30, 2015 because of staff size reductions and compensation paid- in -shares in lieu of cash.  Stock based compensation increased approximately 153% to $370,967 during the period in comparison to $146,600 for the three month ended September 30, 2015. These increases were based on shares issued for officers’ salaries and marketing fees.

Loss from Operations

 

The Company’s loss from operations increased to $618,206 during the three months ended September 30, 2016 as compared to $336,143 for the three months ended September 30, 2015. The primary reasons for the increase was an increase in professional fees, general and administrative fees and stock based compensation fees.

Net Loss

 

Net Loss per common share remained to $0.00 the three months ended September, 2016 and 2015, respectively.

 

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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2015

 

Revenues

 

Revenues from operations were $49,346 for the nine months ended September 30 2016 as compared to $-0- for the nine months ending September 30, 2015.

Cost of Revenues

 

Cost of revenues was $31,500 for the nine months ended September 30, 2016, as compared to $-0- for the nine months ended September 30, 2015.  

Operating Expenses

 

Operating expenses increased to $1,749,340 for the nine months ended September 30, 2016, compared to $1,334,508 for the nine months ended September 30, 2015.  Professional fee expenses increased to $856,505 for the nine months ended September 30, 2016 in comparison to $575,801 for the nine months ending September 30, 2015. This increase was mainly the results of legal expenses related to a legal suit, which the Company defended and which resulted in a settlement between the parties.  Salaries decreased to $63,000 for the nine months ended September 30, 2016 compared to $128,812 for nine month ended September 30, 2015, decrease due to smaller executive personnel and the acceptance of stock base compensation in lieu of cash.

Loss from Operations

 

The Company’s loss increased to $1,749,777 during the nine months ended September 30, 2016 as compared to a loss of $1,342.813 for the nine months ended September 30, 2015. The primary reason for the increase was the increases in stock based compensation, professional fees and general / administrative expenses as it relates to rents and travel expenses. 

Net Loss

 

Net loss per common share remained to ($0.01) for the nine months ended September 30, 2016 and 2015, respectively. The weighted average number of shares outstanding was 314,766,630 for the nine month period ended September 30, 2016 compared with 206,610,342 for the nine month period ended September 30, 2015.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash used in operating activities was $137,430 for the nine months ended September 30 2016 compared to $27,453 for the nine months ended September 30, 2015. This increase cash used was mainly attributable to increases in non-cash adjustments and changes within the assets and liabilities.

Net cash provided by financing activities was $142,233 for the nine months ended September 30, 2016 compared to $12,344 for the nine months ended September 30, 2015. The increase was primarily due to cash infusions from director loans.

Our obligations are being met on a month-to-month basis as cash becomes available and believe present flow of cash will not be sufficient to meet current and future obligations.

 

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We have incurred losses since our inception and continue to require additional capital to fund operations and development. As such, our ability to pay our already incurred obligations is mostly dependent on the Company being able to have substantially increased revenues and raising substantial additional capital through the sale of its equity or debt securities. There can be no assurance that the Company will be successful in accomplishing any of the foregoing.

The costs to operate our current business are approximately $65,000 per month. In order for us to cover our monthly operating expenses, we would have to generate revenues of approximately $100,000 per month. Accordingly, in the absence of revenues, we will need to secure $65,000 in equity or debt capital and/or directors’ loans each month to cover overhead expenses. In order to remain in business for one year without any revenues we would need to secure $800,000, approximately.

 

Seasonality of Business

Because we intend to lease our gaming equipment pursuant to master leases, we do not expect that our revenues and earnings from our casino equipment line of business will be affected by seasonal factors.  However, casino lessees may be located in resort or vacation locations, which make their operations subject to seasonal fluctuations, which may affect our cash flows.

Impact of Inflation

We are affected by inflation along with the rest of the economy.  Specifically, our costs to operate a company whose shares are publicly traded.

Adequacy of Working Capital

We will apply great efforts to raise through equity or debt offerings what we feel is sufficient working capital for our intended business plan by various means. Our re-sale program of equipment in Nicaragua has begun and should generate income sufficient capital. We hope to generate sufficient capital to fund our business plan through investments in our securities, revenues from our operations, or borrowings. If we are not able to raise additional capital as described above, we would not be able to continue and our business may fail. As of the date of this report, we do not have any commitments for financing.

Our Financial Results May Be Affected by Factors Outside of Our Control

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control.  Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from projections.  We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall.  Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially and adversely affect our business, operating results, and financial condition.  Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.  Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  Critical accounting policies include revenue recognition and impairment of long-lived assets.

We recognize revenue in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.”  Sales are recorded when products are shipped to customers.  Provisions for discounts and rebates to customers, estimated returns and allowances and other adjustments are provided for in the same period the related sales are recorded.

We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them.  At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values.

 

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Quantitative and Qualitative Disclosures About Market Risk

We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars.  We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks.  Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier’s domestic currency to the value of the U.S. dollar.  Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.

Stock-Based Compensation

We recognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant.  We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

Recently Issued Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage.  The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein.  Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the nine months ended September 30, 2015.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

There has been no material change in our market risks since the end of the second quarter June 30, 2016

Item 4.

Controls and Procedures.

See Item 4(T) below.

 

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Item 4(T).

Controls and Procedures.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a,  et seq.  ) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure and Controls and Procedures.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act, and for evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d -15(e)).  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at March 31, 2016, due to the fact that there is no effective separation of duties, which include monitoring controls between management.  The controls were also evaluated for December 31, 2015 and there have not been any changes since then. We intend to hire additional employees when we obtain sufficient capital.

Changes in Internal Controls over Financial Reporting.  There were no changes in the internal controls over our financial reporting and other factors that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

          On April 25, 2016, In the Court of Chancery of the State of Delaware, under C.A. No. 12255-VCG, styled Allan Breitkreuz and John Prosser II, Plaintiff v. Paul Parliament, Martin Wolfe, Douglas Brooks, and Bravo Multinational Corporation (sic), Defendants, an action was commenced by the plaintiffs against the defendants alleging that the defendants purported to take over the registrant.  The plaintiffs alleged that the defendants, in calling for a special meeting of the stockholders of the registrant, first violated Delaware law in purporting to remove the plaintiffs, both of whom had committed highly questionable acts detrimental to the registrant, and three other members of the registrant's board of directors, each of whom had caused serious harm to the registrant, and then, allegedly, the defendants purported to elect themselves as directors and officers of the registrant, even though Messrs. Parliament and Wolfe were already directors and officers of the registrant.  The allegations of the plaintiffs are wholly without merit, and are contrary to the registrant's certificate of incorporation and bylaws, as amended, as well as the Delaware General Corporation Law.  On June 24, 2016 the plaintiffs agreed to a Joint Stipulation of Dismissal, thereby the case was dismissed without prejudice and the court lifted the status quo order. The registrant is not engaged in any other material litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation.

 Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

Item 1A.

Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

       On the dates specified below, we have issued shares of our common stock and preferred stock to various parties:

- On March 11, 2016 we issued 649,351 shares of our common stock to KBM Worldwide Inc. per a loan agreement dated January 4, 2015 permitting a conversion of the loan to common shares. The shares were valued at $15,000.

- On March 30, 2016 we issued 1,972,316 shares of our common stock to Julios Kosta as per a consulting agreement dated October 1, 2015 for the period October 1, 2015 to February 29, 2016 The shares were valued at $62,500.

- On March 30, 2016 we issued 1,577,852 shares of our common stock to Jack Frydman as per a consulting agreement dated October 1, 2015 for the period October 1, 2015 to February 29, 2016. The shares were valued at $50,000.

 

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- On April 28^th and June 30, 2016 we issued 1,882,052 and 629,409 shares of our common stock to Douglas Brooks as per his employment agreement for the pay period of the preceding 6 months and the preceding 2 months, with a value of $60,000 and $20,000.

- On April 28^th and June 30, 2016 we issued 566,667 and 629,409 shares of our common stock to Jack Frydman as per his employment contract for the pay period of the preceding 2 months and the preceding 2 months, with a value of $20,000 and $20,000.

- On April 28^th and June 30, 2016 we issued 708,333 and 786,762 shares of our common stock to Julios Kosta as per his employment contract for the pay periods of the preceding 2 months and the preceding 2 months, with a value of $25,000 and $25,000.

 

- On April 28^th and June 30, 2016 we issued 729,334 and 409,116 shares of our common stock to Martin Wolfe as per his employment contract for the pay period of the preceding 6 months and the preceding 2 months, with a value of $30,666 and $13,000.

-On April 28^th and June 30, 2016 we issued 729,334 and 409,116 shares of our common stock to Rich Kaiser as per his employment contract for the pay periods of the preceding 6 months and the preceding 2 months, with a value of $30,666 and $13,000.

- On April 28^th and June 30, 2016 we issued 2,352,565 and 786,762 shares of our common stock to Paul Parliament as per his employment contract for the pay periods of the preceding 6 months and the preceding 2 months, with a value of $75,000 and $25,000.

- On May 5^th, 2016 we issued 2,798,678 shares of our common stock to Julios Kosta in connection with the closing of an asset purchase contract, with a value of $75,564. *

- On May 5^th, 2016 we issued 50,000,000 shares of our common stock to Bravo Gaming Corporation, a wholly owned subsidiary of Bravo Multinational Incorporated, with a value of  $1,250,000.

- On May 5^th, 2016 we issued 1,500,000 shares of our common stock to Alfonso Castiglione in connection with the closing of an asset purchase contract, with a value of $40,500*.

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Lori Goldfinger in connection with the closing of an asset purchase contract, with a value of $27,000*.

 

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- On May 5^th, 2016 we issued 1,059,322 shares of our common stock to Silvia Ibarra  in connection with the closing of an asset purchase contract, with a value of  $28,601*.

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Uri Igra in connection with the closing of an asset purchase contract, with a value of $27,000*.  

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Micheal Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Lisa Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Daryl Nisivoccia in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to Olga Lopez Rojas in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5^th, 2016 we issued 142,000 shares of our common stock to Andrew Vajda in connection with the closing of an asset purchase contract, with a value of $3,834.*

- On May 5^th, 2016 we issued 1,000,000 shares of our common stock to David Ziruinikoff  in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5^th, 2016 we issued 2,861,885 shares of our common stock to Claudia Cifuentas Robles in connection with the closing of an asset purchase contract, with a value of $372,045.

- On June 30^th, 2016 we issued 594,533 shares of our common stock to Allen Simon as per his advisory agreement contract for the pay period of the preceding 8 months, with a value of $19,250.

- On July 5th and September 3^rd, 2016 we issued 1,500,000 and 2,276,470 shares of our common stock to Jack Frydman as per his employment contract for the pay compensation, with a value of $39,000 and $45,500.**

- On July 12^th and September 3^rd, 2016 we issued 1,122,977 and 1,470,588 shares of our common stock to Julios Kosta for reimbursement of personally paid company expense and as per his employment contract for pay compensation, with a value of $23,583 and $25,000.

 

-23-

- On July 20^th and September 3^rd, 2016 we issued 7,429,606 and 1,176,470 shares of our common stock to Douglas Brooks for Promissory Note conversion and as per his employment contract for pay compensation, with a value of $112,275 and $20,000.

- On July 20^th and September 3^rd, 2016 we issued 12,665,519 and 1,470,588 shares of our common stock to Paul Parliament for Promissory Note conversion and as per his employment contract for pay compensation, with a value of $191,614 and $25,000.

- On July 5^th, 2016 we issued 2,000,000 shares of our common stock to Norman Reynolds for legal services rendered as invoiced, with a value of $52,000.  

- On August 1^st, 2016 we issued 1,000,000 shares of our common stock to RedChip Companies Inc., for Pubic Relations services as per a contract, with a value of $17,000.

- On September 3^rd, 2016 we issued 764,706 shares of our common stock to Rich Kaiser as per his employment contract for pay compensation, with a value of $13,000.

- On September 3^rd, 2016 we issued 764,706 shares of our common stock to Martin Wolfe as per his employment contract for pay compensation, with a value of $13,000.**

- On September 3^rd, 2016 we issued 294,118 shares of our common stock to Allen Simon as per his advisory contract for pay compensation, with a value of $5,000.

- On September 19^th, 2016 we returned to treasury for cancellation 3,000,000 shares of our common stock issued to FMW Media Works Corp., with original issuance value of  $168,000.

*These issuances where in relationship to the asset purchase agreement on May 4, 2016, whereas the owner of such shares, Mr. Julios Kosta, directed Bravo's management to issue shares to these persons from his share position on his behalf.

** Subsequently, contracts cancelled (refer to Part II, Item 5).

 

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

 

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Item 5.

Other Information.

Results of Annual General Meeting Held September 29, 2016

On September 29, 2016, at the registrants Annual General meeting Paul Parliament and Douglas Brooks were reelected as directors of the registrant, and Richard Kaiser was elected as the third member of the Board of Directors of the registrant.  

The Registrant’s new director, Richard Kaiser, has been the registrant’s corporate secretary and corporate governance officer since March 24, 2015, and has served as Co-owner of Yes International since July 1991, a full service investor relations and venture capital firm. He has a Bachelor of Arts degree in International Economics from Oakland University.

Martin Wolfe did not seek reelection as a director and will remain as the registrants Chief Financial Officer.

The current officers of the Company as of September 29, 2016 will continue to serve until their successors in office have been duly elected and have been qualified, or until their terms of office have otherwise been terminated, as provided by the bylaws of the registrant:

Office	Name
Chairman of the Board, Chief Executive Officer, and President	Paul Parliament
Vice President	Douglas Brooks
Chief Financial Officer, Principal Accounting Officer, and Treasurer	Martin Wolfe
Secretary and Chief Governance Office	Richard Kaiser

 

The Registrant held its Annual Meeting of Stockholders on September 29, 2016 (the “Annual Meeting”).

 

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At the Annual Meeting, the registrant’s stockholders:

(i) elected the persons listed above to serve as directors for a term of one year expiring at the 2017 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(ii) ratified the amendment and restatement of our bylaws adopted by our directors and stockholders on September 25, 2015;

(iii) ratified the amendment and restatement of our certificate of incorporation adopted by our directors and stockholders on September 25, 2015, and filed with the Secretary of State of Delaware on September 25, 2015, and as submitted to our directors on July 20, 2016, for ratification by our stockholders;

(iv) ratified the Bravo Multinational Incorporated Employees, Officers, Directors, and Consultants Stock Plan for the Year 2016, adopted by our directors on March 18, 2016, and amended on March 21, 2016 and;

(v)  ratified the appointment of Independent Registered Public Accounting Firm Scrudato & Co. CPA, as the Company’s independent registered public accounting firm for the current fiscal year 

Voting was based on 1 vote for each share of Common Stock, no Preferred ‘A’ shares with voting rights were tallied at this Annual General Meeting. 376,300,924 Common Shares outstanding where qualified to vote as of the record date August 1, 2016, which 214,699,401 Common Shares voted or 57.05%. 96% of these voted shares ratified in favor of all five proxy proposals.

DEF 14 C FILED FEBRUARY 13, 2017

On February 13, 2017 The Company filed with the US SEC a DEF 14C- “INFORMATION STATEMENT to its shareholders of record as of January 16, 2016.  The Company pending regulatory approval will move forward with the following:

1.)Each three hundred shares of common stock outstanding will be converted into one share of common stock of the Company.

The Plan of Recapitalization provides for the mandatory exchange of shares from the current common stock to new common stock representing one-three hundredth (1/300^th) of the previous number of shares held.

 

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2.) The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:

Paul Parliament	Director
Douglas Brooks	Director
Richard Kaiser	Director

3.) The Articles of Incorporation will be amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $.0001 per share. The preferred shares are blank check preferred and they may be issued with the preferences determined by the board of directors.

4.) Kappin Certified Public Accountants, was approved to act as our outside auditors for our fiscal year ending December 31, 2016 and December 31, 2017.

Contract Cancellations, Contract Changes, and Officer Changes

Jack Frydman’s consulting agreement was cancelled January 6, 2017, and no further compensation was given to him since September 1, 2016 and Mr. Frydman agreed to the cancellation of his contract.

Mr. Martin Wolfe resigned as the Company's CFO and Treasurer, effective February 28, 2017.

Mr. Richard Kaiser was appointed as Interim CFO, whereas Mr. Kaiser’s positions with Company are Secretary, Interim CFO and Director.

On January 6, 2017 the Company’s Investor Relation Firm RedChip, Inc. agreed to reduce it contract compensation amount from $5,000 to $2,500 per month for February, March and April, 2017.

The Company's head office rent has been extended to December 31, 2017 with a rent reduction from $1884 per month to $942 per month for the months of February to November, 2017

Promissory Notes

 

Mr. Parliament is our chairman of the board of the directors, chief executive officer, president and a director. On October 3, 2016 Mr. Parliament returned 34,725,323 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $1,128,573.00.

 

Mr. Wolfe is our former Chief financial officer, principal accounting officer, and treasurer, who resigned due to personal reasons. On October 3, 2016 Mr. Wolfe returned 6,422,547 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $208,732.78.

 

Mr. Brooks is our vice president and a director. On October 3, 2016 Mr. Brooks returned 13,591,363 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $441,719.29.

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Mr. Kaiser is our Interim CFO, secretary and corporate governance officer, and director. On October 3, 2016 Mr. Kaiser returned 3,050,329 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $99,135.69.

 

Mr. Kosta has a Consulting Agreement with Bravo Multinational Incorporated. On October 3 and 11, 2016 Mr Kosta returned 1,122,997 and 5,333,334 common shares to Bravo treasury for cancellation in exchange for convertible promissory notes with a face value of $36,497.40 and $160,000.

 

Pending Machine Sales Contract

 

The Company signed gaming machine contracts during the quarter ended September 30, 2016 but had yet to close those transactions until subsequent months after the closing of this quarterly report. All closed sales will show as revenues in those months in which the contract transactions were finalized.

 

Item 6.

Exhibits.

Exhibit No.	Identification of Exhibit
31.1*	Certification of Chief Executive Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification Chief Financial Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 .
32.2*	Certification of Chief Financial Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101*	XBRL Exhibts

____________

*

Filed herewith.

 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRAVO MULTINATIONAL CORPORATION

Date: March 10, 2017

By /s/ Paul Parliament

    Paul Parliament, Chief Executive Officer and Chairman

By /s/Richard Kaiser

Richard Kaiser, Interim Chief Financial Officer, Secretary, and Director

 

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