SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

      

Commission File No. 000-53505 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]

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 [X ] No [ ]

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X ] No [ ]

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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 the 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 [X]	Smaller reporting company [X]
	Emerging Growth [ ]

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]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

The aggregate market value of the 3,358,368 shares of common equity held by non-affiliates computed by reference to the average bid and ask price of $0.48 per share of the registrant’s common stock (as reported on the OTCPINK operated by "The OTC Markets Group, Inc.") at which the common equity was last sold as of the last business day of its most recently completed second fiscal quarter (June 30, 2019) was approximately $1,612,017.Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At March 17, 2020 the registrant had outstanding 14,682,651 shares of common stock, par value $0.0001 per share.

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Table of Contents

INDEX

PART I		Page
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments.	4
Item 2.	Property	4
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	15
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	18
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls And Procedures	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions and Director Independence	33
Item 14.	Principal Accountant Fees and Services	34
PART IV
Item 15.	Exhibits, Financial Statement Schedules	35
Signatures		38

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel.  These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, as well as those discussed in the section “Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1. Business. 

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., and under that name the company attempted 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.  

On March 22, 2016, the board of directors of the Registrant, pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, which is the purchase and leasing of gaming equipment.  The change of name was effective upon compliance with all regulatory requirements mandated by FINRA.  Further, as a result of the change of the Registrant's name the trading symbol for the shares of the Registrant's common stock has been changed to “BRVO.” Registrant's CUSIP identifier has been changed to 10568F109.

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

On January 16, 2017, The Board of Directors of the Company unanimously approved an amendment to the Company’s Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-three hundred (1-for-300) reverse stock split of our common stock.  Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware. The amended Articles of Incorporation increased 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 $0.0001 per share. The preferred shares are blank check preferred. Registrant's CUSIP identifier has been changed to 10568F208.

On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its "blank check " preferred stock to Preferred Stock Series A,which now leaves 40,000,000 "blank check" authorized. The Preferred Series 'A' has a par value of $0.0001 per share, and entitles to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock (see Exhibit 3.6).

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Former Business

We currently own 76.63 acres within seven patented claims with a 29.167% ownership interest.   We allowed all of our BLM unpatented and placer claims to expire. We may look to expand on our mining claim holdings in the future. Currently, the carrying value on such patented claims was fully impaired due to lack of economic viability of such properties.

However, it should be noted that we were not at any time a mining operator.  As described above, the Company owns mining claims, but none of those claims are leased to a third party. Since the mining operations of our lessee no longer have any relevance to our business of the leasing and selling 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 the lessee of our mining properties. For 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 SEC

Current Business

We are currently engaged in the business of leasing and selling gaming equipment. We, however, ceased operations in Nicaragua due to political and economic instabilities. We are planning to operate our business in the US and other more stable democracies in Latin America.

During October 2017 severe weather, hurricanes, rain and flooding occurred in Nicaragua where the company had its gaming machines operation. Lower tourism and local traffic due to these uncontrollable weather issues had an effect on the Company’s machine revenues during the fourth quarter of 2017. The Company had purchased 300 gaming machines that were placed in casinos where they were producing a monthly revenue stream based on net wins of the each machine. Consequently, revenue and account receivable due on these machines cannot be collectable due to the social and economic conditions which prevailed after the storms. Currently, the country has economic and trade sanctions in place by the U.S. Government.

On or about the first week of December 2017, Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC notified management of serious issues throughout the Country of Nicaragua. Civil unrest started due to lack of simple social services, like electricity, running water and destroyed infrastructure from Hurricane Nate.  The ever growing political and civil unrest affected the country’s economy, which had a direct effect on the gaming industry in Nicaragua. The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. On December 30, 2017, management canceled the business contracts with both Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC. Currently, the US Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO’s business practices in the Country.

Throughout the operational year, 2018, the Company struggled to maintain its gaming operations. The politically unstable situation in Nicaragua, in addition to US financial and trade sanctions against the current Nicaraguan Government, caused Bravo Multinational, Inc. to reassess it gaming operations.   As such, on November 18, 2018, management changed the direction of the Company by evaluating gaming operations as they might exist in the USA and Canadian markets and other more stable democracies within Latin America.

During 2019, management evaluated other possible casino gaming operations with the expectation of finding an economic viable operation. Also, in 2019, management did due diligence on other industry opportunities outside of the casino gaming industries. Management determined and evaluated these opportunities and made the determination that moving forward was not accretive to the Company, and was unlikely to create meaningful shareholder value. As of this date, such viable opportunities both in the gaming sector as it pertains to our gaming business operations and in other industry opportunities did not realized themselves in 2019.

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Transfer Agent

Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.

Company Contact Information

Our principal executive offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report. 

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments.

 None.

Item 2. Properties. 

On November 30, 2018, the Company moved its offices from 30 West Beaver Creek Rd. Unit # 110 Richmond Hill, Ontario, Canada L4B 3K1 to 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454. Current rent expense is zero, since the Company is sharing office space at no cost with its Director and Acting CFO, Mr. Richard Kaiser.

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A description of our mining properties is included in “Item 1.  Business” and is incorporated herein by reference.  We have written off the cost of the mining properties inasmuch as the value of any future revenue is unknown.  We believe that we have satisfactory title to our mining properties, subject to liens for taxes not yet payable, liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in a business.  We believe that the mining properties are adequate and suitable for the conduct of a mining business in the future.

Our mining claims are listed below:

Name	Ownership Interest	Type of Claim	Acres
Poorman Lode Claim	29.167%	Patented	3.44
London Lode Claim	29.167%	Patented	17.52
North Empire Lode Claim	29.167%	Patented	1.25
Illinois Central Lode Claim	29.167%	Patented	2.85
South Poorman Lode Claim	29.167%	Patented	20.57
Jackson Lode Claim	29.167%	Patented	10.34
Oso Lode Claim	29.167%	Patented	20.66

A patented mining claim is one which the federal government has passed title to the claimant, making the claimant the owner of the surface and mineral rights.  An unpatented mining claim is one which is still owned by the federal government, but which the claimant has a right to possession to extracted minerals, provided the land is open to mineral entry. 

Item 3. Legal Proceedings.

None

Item 4.  Mine Safety Disclosure (Removed and Reserved). 

Not applicable.

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PART II 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

Our common stock trades on the OTC Markets - Pink, OTCPK, under the trading symbol "BRVO."

The following table sets forth the high and low bid prices for our common stock on the OTCPK as reported by various market makers: 

		High	Low
Fiscal 2018 Quarter Ended:
March 31, 2018		$0.24	$0.20
June 30, 2018 September 30, 2018 December 31, 2018		$0.145     $0.06     $0.516	$0.11       $0.058       $0.4165

		High	Low
Fiscal 2019 Quarter Ended (1):
March 31, 2019		$0.63	$0.63
June 30, 2019 September 30, 2019 December 31, 2019		$0.48125     $0.50475     $0.302	$0.48       $$0.50475       $0.2621

As of December 31, 2019 we had 8,929,057 shares of our common stock outstanding. Our shares of common stock are held by approximately121stockholders of record.  The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.

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Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

Preferred Stock

In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001 per share, Bravo Multinational is authorized to issue 50,000,000 shares of “Blank Check” Preferred stock of which 10,000,000 have been issued leaving 40,000,000 authorized but unissued, par value $0.0001 per share.  There are no “Blank Check” preferred shares outstanding and no trading market for the shares of our "Blank Check "preferred stock. 

On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its 50,000,000 authorized "Blank Check "preferred stock to Preferred Stock Series 'A'.  The Preferred Series 'A' has a par value of $0.0001 per share, entitled to receive one hundred (100) time the dividends per share of common stock, has 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock. 2,500,000 share of Preferred Series 'A' are outstanding and there is no trading market for the Preferred Series 'A'.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

On July 19, 2019, the Company signed a stock purchase agreement with an outside party in the amount of $30,000 for one hundred fifty thousand (150,000) shares of restricted common stock (See Exhibit 10.16).

The securities described above were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act.  Each investor acquired his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of our securities.  Our securities were sold only to accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion.  Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer. 

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On February 4, 2020, Bravo Multinational, Inc. issued 2,500,000 shares of its Preferred Series 'A' shares pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The Series 'A' Preferred shares have voting rights equal to 100 shares of common stock and they are each convertible into 100 shares of common stock of the Company at the option of the holder. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances.

All of the above described investors who received shares of our common or preferred stock were provided with access to our filings with the SEC, including the following:

· The information contained in our annual report on Form 10-K under the Exchange Act.

 

· The information contained in any reports or documents required to be filed by Bravo Multinational under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

 

· A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.

 

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

There were no purchases of our equity securities by Bravo Multinational or any affiliated purchasers during any month within the fiscal year covered by this report. 

Corporate Actions

 

On November 27, 2018 the Company filed with the U.S. Securities and Exchange Commission a Schedule 14f-Notice of Change in the Majority of the Board of Directors. This filing occurred due to the fact that Mr. Paul Parliament and Mr. Douglas Brooks resigned on November 19, 2018 their positions as both officer and directors of the Company, and reported that directors of Company are Mr. Merle Ferguson and Mr. Richard Kaiser.

On October 4, 2019 the Company amended its Articles of Incorporation with the State of Delaware to designate 10,000,000 shares of its 50,000,000 "Blank Check"preferred stock to Preferred Stock Series A.  The Preferred Series A has a par value of $0.0001 per share, and entitles to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock (see Exhibit 3.6).

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Directors

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

Merle Ferguson	Director
Richard Kaiser	Director

Contract Cancellations, Contract Changes, and Officer Changes

On November 19, 2018 Mr. Paul Parliament and Mr. Douglas Brooks resigned as officers and directors of the Company.

Promissory Note

On December 31, 2017, the Board of Directors unanimously agreed to allow Isabell Pilon to cancel and return to the Company’s treasury 245,098 common shares. The board, in turn, recognized and approved the promissory note with a, face value of $125,000 (one hundred twenty five thousand dollars).  The note pays interest at eight (8%) percent per annum.  The term on the note is 24-months from date of issuance, and it matures on December 31, 2019.  At anytime, the note may be converted into common shares at ten cents ($0.10) per share. On March 13, 2018, the Board of Directors unanimously agreed to allow Isabell Pilon to convert her promissory note for ten cents ($0.10) per common share. On November 18, 2018, the board unanimously amended the terms of the outstanding promissory notes by changing the conversion price from $0.10 (ten cents) per share to $0.20 (twenty cents) per share on the promissory note with accrued interest at 8% per annum owed as of November 19, 2018. On November19, 2018, Isabell Pilon gifted her note including interest to Marsadi Parliament. The note holder (Marsdi Parliament) enacted an "Order to Convert" which stop any further accrued interest. Subsequently, on February 7, 2020, the Company converted the promissory note through issuance 1,341,395 common shares (See Note 8 Financial Statements).

 

On November 19, 2018, the Promissory Note held by Paul Parliament enacted an "Order to Convert" on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. Subsequently, on February 7, 2020, the Company converted the promissory note through the issuance 2,192,365 common shares (See Note 8 Financial Statements).

 

On November 19, 2018, the Promissory Note held by Douglas Brooks enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. Subsequently, on February 7, 2020, the Company converted the promissory note through the issuance 1,426,350 common shares (See Note 8 Financial Statements).

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On November 19, 2018, the Promissory Note held by Richard Kaiser enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. The "Order to Convert" stopped any further accrued interest. Subsequently, on February 7, 2020, the Company converted the promissory note through the issuance 587,380 common shares (See Note 8 Financial Statements).

 

On November 19, 2018, the Promissory Note held by Julios Kosta enacted an “Order to Convert” on the Promissory Note (plus accrued interest) originally dated October 3, 2016. As of November 19, 2018, the face value owed to the holder including all accrued interest is to be converted to common BRVO shares as at $0.20 (twenty cents) as stipulated by the Board of Directors. On December 31, 2018, Julios Kosta gifted $45,000 of this note payable to another party who converted the note to common BRVO shares as at $0.20 (twenty cents). The "Order to Convert" stopped any further accrued interest, and the conversion into shares on amounts owed shall be done at a date in near future. The Company recorded a stock payable based on the conversion into shares. The Company has yet to convert this the promissory note into common stock (See Note 8 Financial Statements).

 

Gaming Machine Loans

 

On June 30, 2017 the Board of Directors agreed to provide financing to Rentcom. Inc, in the form of a promissory note for gaming equipment. The principal amount of the note was $76,000, and all principle plus $3,040 in interest was due in one lump payment by December 30, 2017. Rentcom, Inc. is an entity owned by Douglas Brooks. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $76,000 (See Note 6 Financial Statements).

On June 30, 2017 the Board of Directors agreed to provide financing for 6-months (due December 30, 2017) for gaming equipment purchased by Investcom, Inc. The face value of the note is $152,000, and all principle and $6,080 in interest is due in one lump payment on December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $152,000 (See Note 6 Financial Statements).

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $190,000 (See Note 6 Financial Statements).

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Consulting Agreements

 

On November 20, 2018, the Company's Board of Directors and Management entered into a $30,000 consulting agreement with its former Chairman, CEO and President, Mr. Paul Parliament (see Exhibit 10.15). The agreement ended in July 2019, and the Company did not enter into a new agreement. Subsequently, on January 28, 2020, the Company paid 73,171 free-trading shares issued from an S-8 registration which was filed on March 15, 2018.

On July 1, 2019 the Company signed a $10,000 consulting agreement with an outside party for general consulting management service for three months ending on September 30, 2019 (see Exhibit 10.17).

Subsequently, On February 2, 2020, The Company signed a three consulting agreement with Ms. Susan Donohue for corporate consulting services. The Company issued a one-time payment of 500,000 Preferred Series 'A' as payment-in-full on the agreement (See Exhibit 10.20).

Corporate Events During 2018

 

On, January 01, 2018 the Company moved it primary office location from 590 York Road, Unit 3, Niagara on the Lake, Ontario Canada, L0S 1J0 to 30 West Beaver Creek Rd. Unit # 110 Richmond Hill, Ontario, Canada L4B 3K1.

On March 13, 2018 the Board of Directors unanimously agreed to change the conversion price of all current Promissory Notes outstanding to $0.10 (ten cents), and any stock issuance done on these Promissory Notes shall be freely trading shares in accordance with the rules and regulation of the SEC on aged debt conversion issuances.

 

On March 15, 2018 Bravo filed a Form S-8 Registration Statement in order to pay its corporate executives. All overdue accrued wages up through March 31, 2018, and its 2017 Executive/Consultant bonuses were paid in shares from the effective S-8 share registration.  These shares were issued at the closing bid-price of the Company stock prior trading day and before March 31, 2018.

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On March 13, 2018, the Board of Directors unanimously agreed to allow Marsdi Parliament, daughter to Paul Parliament, to convert her promissory note for ten cents ($0.10) per common share.

 

On November 20, 2018, following the completion of a search for new business opportunities in its gaming machine business, management decided to change the ownership and management of the Company (the “Transaction”).  As a result of this Transaction BRAVO has agreed to reconstitute the Board of Directors and Executive Officers.  The Information Statement filed on Form 14f-1 contained information about persons who will serve as officers of the Company or as Directors on the Board of Directors going forward.

On November 20, 2018, The Company moved its corporate offices from Ontario, Canada, to 2020 General Booth Blvd., Unit 230, Virginia Beach, Virginia 23454, USA.

On November 27, 2018 The Company’s Management filed a SCHEDULE 14f-1, a notice of change in control of the Registrant with the SEC.

On December 10, 2018 the Board made the following decisions:

· The Board of Directors appointed Mr. Merle Ferguson as director of the Company.  Mr. Ferguson accepted the nomination.  

 

· The Board of Directors, which included Mr. Merle Ferguson, as newly appointed director, voted unanimously to amend the terms of the outstanding promissory notes by changing the conversion price from $0.10 (ten Cents) per share to $0.20 (twenty cents) per share on all promissory notes with accrued interest at 8% per annum owed as of November 18, 2018, including the promissory notes which were due in October 2018.

 

· The Board of Directors agreed to pay all accrued executive officer and director wage compensation in S-8 registered stock for wages earned during the period from April 1, 2018 to November 18, 2018.

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· The Board of Directors accepted the resignations of Mr. Paul Parliament as President and CEO, and Mr. Douglas Brooks as Vice-President.  

 

· The Board nominated Mr. Merle Ferguson as the Company’s new President and CEO, and Mr. Ferguson accepted the positions as the Company’s new CEO/President.  The Board thanked Mr. Parliament and Mr. Brooks for their services as officers of the Company.  Mr. Parliament and Mr. Brooks resigned for other personal interests and had no arguments with the Company’s other officers and its board of directors.

 

· The Board of Directors nominated Mr. Merle Ferguson as the Company’s Chairman of the Board, and Mr. Ferguson accepted the Chairman position.  At the same time, the Board of Directors accepted the resignation of both Mr. Paul Parliament and Mr. Douglas Brooks as directors of the Company.  Mr. Parliament and Mr. Brooks resigned for personal reasons and had no argument with the Company’s officers and its board of directors.

As of December 31, 2018, the 2 remaining gaming machines owned by Bravo Multinational, Inc. have been written off as a non-performing asset due to the fact the Company cannot collect on gaming monies due to the economic and political upheavals in Nicaragua.

Throughout the operational year, 2018, the Company struggled to maintain its gaming operations.  The politically unstable situation in Nicaragua, in addition to US financial and trade sanctions against the current Nicaraguan Government, caused Bravo Multinational, Inc. to reassess it gaming operations. As such, on November 18, 2018, management changed the direction of the Company by evaluating gaming operations as they might exist in the USA and Canadian markets and other more stable democracies within Latin America. Additionally, Management looked at other opportunities outside of the casino gaming industries as those opportunities present themselves. If a viable opportunity becomes available, management will determine if such an opportunity is accretive to the Company and can create shareholder value.

Corporate Events During 2019

 

On July 1, 2019, the Company signed a consulting agreement with an outside party for general consulting management services for three months ending on September 30, 2019 (See Exhibit 10.17).

On July 18, 2019, the Company signed a stock purchase agreement with an outside party in the amount of $30,000 for one hundred fifty thousand (150,000) shares of restricted common stock (See Exhibit 10.16).

On July 19, 2019, the Board of Directors approved the issuance of 73,171 S-8 free traded shares of common stock to Mr. Paul Parliament for his consulting services rendered based on the closing price of the Company's stock on July 19, 2019 (See Exhibit 10.15); shares where issued on January 28, 2020

On October 4, 2019 the Company amended its Articles of Incorporation with the State of Delaware to designate 10,000,000 shares of its50,000,000 "Blank Check"preferred stock to Preferred Stock Series A.  The Series A has a par value of $0.0001 per share, and entitles to receive one hundred (100) time the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights and conversion ratio of 1:100 to common stock (see Exhibit 3.6).

-13-

Subsequent events

 

On January 28, 2020, the Company issued to Mr. Paul Parliament for a consulting agreement, effectuated November 20, 2018 which expired on July 19, 2019, 73,171 shares of S-8 common stock at $0.41 per shares based on the closing price of the Company's stock price on July 10, 2019 (See Note 13 Financial Statements).

On January 28, 2020, the Company issued to Mr. Paul Parliament for out-of- pocket expenses totaling $28,381 which were owed to him prior to his resignation as an officer and director of the Company up through November 18, 2019; 132,932 shares of S-8 common stock at $0.2135 per share based on the closing price of the Company's stock price on January 27, 2019 (See Note 13 Financial Statements).

On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Merle Ferguson as the Company's Chairman & President with an annual salary of $300,000 to be paid in cash, shares or combination of cash and shares. A 1,500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Note 13 Financial Statements).

On February 1, 2020, the Board of Directors approved a 5-year contract for Mr. Richard Kaiser as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. A 500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Note 13 Financial Statements).

On February 4, 2020, the Board of Directors approved a 3-year non-employee consulting contract for Mr. Susan Donohue A one-time issuance of 500,000 Preferred Series 'A' was agreed as payment for the 3-year agreement (See Note 13 Financial Statements) .

On February 7, 2020, the Company converted Richard Kaiser's promissory note, dated October 3, 2016, through the issuance 587,380 common BRVO shares as at $0.20 (twenty cents) per share (See Note 8 and 13 Financial Statements).

On February 7, 2020, the Company converted Douglas Brook's promissory note, dated October 3, 2016, through the issuance 1,426,350 common BRVO shares as at $0.20 (twenty cents) per share (See Note 8 and 13 Financial Statements).

On February 7, 2020, the Company converted Paul Parliament's promissory note, dated October 3, 2016, through the issuance 2,192.365 common BRVO shares as at $0.20 (twenty cents) per share (See Note 8 and 13 Financial Statements).

On February 7, 2020, the Company converted Marsid Parliament's promissory note, dated November 19, 2018 through the issuance 1,341,395 common BRVO shares as at $0.20 (twenty cents) per share (See Note 8 and 13 Financial Statements).

-14-

Item 6. Selected Financial Data. 

Not applicable. 

Item 7. 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 ANNUAL REPORT ON FORM 10-K.

The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are attached to 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, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “BRVO” and “Bravo Multinational Incorporated,” all refer to  the “Company”.

As mentioned above, over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we had been engaged in the business of owning and leasing mining claims,  see “Item 1.  Business - Former Business.”

For a complete discussion of our former leasing of mining claims, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.  

Going Concern

As of December 31, 2019, Bravo Multinational had an accumulated deficit of $29,518,707. Our independent certified public accountants have stated in their report on our audited financial statements for the calendar year-end that there is a substantial doubt about our ability to continue as a going concern. While we are attempting to generate revenues, our cash position may not be significant enough to support our daily operations.  Management intends to raise additional funds by way of an offering of our securities.  Management believes that the actions presently being taken to further implement our business plan and generate revenues will improve the Company's operating results.  While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful.  Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. This issue is addressed in footnote 4 to the financial statements.

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Year Ended December 31, 2019, compared to the Year Ended December 31, 2018

Revenues for the Company’s year ended December 31, 2019 totaled $-0- and for year ended December 31, 2018 totaled $-0- from sales of its gaming machines. No machines sales occurred throughout the year ended December 31, 2019 and 2018 due to the civil and governmental unrest throughout Nicaragua which caused the Company to suspend its gaming operations in this area.

Cost of Goods Sold for the year ended December 31, 2019 totaled $-0- and for year ended December 31, 2018 totaled $-0-. The $-0- in cost of goods sold was due to no gaming machines sold during the years ended December 31, 2019 and 2018.

Gross margins for the years ended December 31, 2019 and 2018 were 0%, respectively. There were no gaming machine the years ended December 31, 2019 and 2018.

Gross profit for the year ended December 31, 2019 and 2018 were $-0-, respectively. The was $-0 gross profit for the years ending December 31, 2019 and 2018, due to no sales of the gaming machines.

General and Administrative expenses for the year ended December 31, 2019 totaled $23,599 compared to $19,620 for year ending December 31, 2018, primarily the increase was attributed to the cost associated with financial printing fee with being a fully reporting US SEC registrant.

 

Professional Fees for the year ending December 31, 2019 totaled $124,452 compared to $7,586 for year ending December 31, 2018, the increase was attributed to the legal and accounting fees associated with getting the Company's financial reports current with US SEC.

 

Net Loss

 

Net loss for the years ended December 31, 2019 and 2018 are $179,985 and $1,400,441, respectively.

-16-

Liquidity and Capital Resources:

 

As of December 31, 2019, our assets totaled $16,286, which consisted of mainly cash and prepaid expenses. The Company’s total liabilities were $2,103,747 which consisted of accounts payable, accrued expenses, customer deposits, amounts due to related parties, notes payable, accrued board of director fees, and stock payables to related parties. As of this date the Company had an accumulated deficit of $29,518,707 and working capital of deficit of $2,087,461.

 

As of December 31, 2018, our assets totaled $10,234 which consisted of mainly cash and prepaid expenses. The Company’s total liabilities were $2,084,086 which consisted of accounts payable, accrued expenses, customer deposits, amounts due to related parties, notes payable, accrued board of director fees, and stock payables to related parties. As of this date the Company had an accumulated deficit of $29,338,722 and working capital of deficit of $2,073,852.

 

Our independent auditors, in their report on the financial statements, have indicated that the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 Financial Statements). For the next 12 months the Company has an oral commitment from its CEO to advance funds as necessary to meeting our operating requirement. 

 

New Accounting Pronouncements

 

Bravo Multinational Incorporated does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

 

Accounting Principals

 

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.

 

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We will adopt the standard on fiscal year January 1, 2019. Based on our assessment of the new standard on our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact will be insignificant to our condensed consolidated financial statements based on the short-term nature of our leases and our election of such practical expedient.

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In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) to expand the scope of ASC 718, Compensation - Stock Compensation (Topic 718) (“ASU 2018-07”), to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is still evaluating this ASU and anticipates it will not have significant impact on our condensed consolidated financial statements and related disclosures.

 

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606), which was further updated in March, April, May and December 2016. The guidance in this update supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition." Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer.

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2)Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 

Not applicable. 

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Item 8. Financial Statements and Supplementary Data. 

The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1, et seq. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 

None

Item 9A. Controls and Procedures. 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated 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)) as of the end of the period covered by this Annual Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. 

 

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of December 31, 2019.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

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Our internal control over financial reporting includes those policies and procedures that:

 

 (i) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and;

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

 

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

 

We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of December 31, 2019: 

 

· The Company has inadequate segregation of duties within its cash disbursement control design.

   

· During the year ended December 31, 2019, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements.  This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.    

 

· The Company is continuing the process of remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans, as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.

-20-

 

It should be noted  that any  system of  controls,  however  well  designed  and operated,  can provide only  reasonable,  and not absolute,  assurance  that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

 

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal controls over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors, Executive Officers and Corporate Governance. 

 

The following table sets forth information concerning the directors and executive officers of Bravo Multinational as of December 31, 2019:

Name	Age	Position	Director Since
Merle Ferguson	74	Chairman of the Board, Chief Executive Officer, President, and Director (Nov. 2018)	2018
Richard Kaiser	55	Secretary and Corporate Governance Officer, Interim Chief Financial Officer (Feb. 2017)	2016

The following sets forth biographical information regarding the Company’s directors.

Mr. Ferguson became Chairman of the Board of the Company on July 8, 2013, and subsequently on December 1, 2016 he also became CEO and President of the Company.  Prior to that, he had no relationship with the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In April of 1966, he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January 12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology Group, Inc., a company located in Salt Lake City, Utah, a biotech company involved in the manufacturing and marketing of products involving stem cells and genetic therapeutics. Predictive Technology Group, Inc.'s stock trades on the OTC Markets-Pink. From January 2009 to the present, Mr. Ferguson serves as Chairman, President, CEO, CFO and majority owner of Element Global, Inc., located in Virginia Beach, Virginia.  Element Global provides mining, media and energy services.  The stock of Element Global is trades on the OTC Markets Pink, no information market. Beginning in May, 2014, Mr. Ferguson also became Chairman and President of Element Global.  From January 2002 to 2014, Mr. Ferguson served as an Officer and Director of Gold Rock. Since 2014, he has also served as President, Chairman and CEO of Gold Rock, located in Virginia Beach, Virginia, which manufactures homes using rare earth substances and recycled tires.  Gold Rock Holdings, Inc. is a stock is traded on the over the counter market. The Board reviewed Mr. Ferguson’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

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Richard Kaiser is the Company's Director Acting CFO, corporate secretary and corporate governance officer. He has served as an officer and Co-Owner of Yes International since July, 1991.  Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia Beach, Virginia. It has revenues of approximately $200,000 and it has four (4) employees.  In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College.)   From July 1, 2013 to the present, Mr. Kaiser has also served as a director, secretary and interim CFO of BioForce NanoSciences Holdings, a public company formed under the laws of Nevada with its headquarters located Virginia Beach, Va.  BioForce NanoSciences Holdings is in the business private labeling vitamins and nutritional supplements. The Board reviewed Mr. Kaiser’s background and considered him qualified for his position due to his educational background and his experience with SEC filings and public companies.  

Committees of the Board

We currently have an Executive Committee of our board of directors which was established on March 24, 2015. However, we do not currently have an Audit, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors. We have adopted a charter for the Executive Committee as well as charters for the other committees, in the event that we elect to implement them.  Copies of the charters for each committee have been previously filed with the Securities and Exchange Commission. In addition, we have posted copies of the charters for each committee on our website at www.bravomultinational.com. We will provide to any person without charge, upon request, a copy of the charter for any of our committees. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our committees or their charters. Any such request should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or you may email Mr. Kaiser at info@bravomultinational.com.  The information contained in our website shall not constitute part of this filing.

For the areas where we don’t have committees, such responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASDAQ’s listing standards described below. Our financial constraints have made it extremely difficult to attract and retain qualified independent board members.  Since we do not have any of the subject committees, other than our Executive Committee, our entire board of directors participates in all of the considerations with respect to our audit, finance, compensation, and nomination deliberations.

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Rule 4200(a)(15) of the NASDAQ’s listing standards defines an “independent director” as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The following persons shall not be considered independent:

 

· A director who is, or at any time during the past three years was, employed by the company;

· A director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under NASDAQ Rule 4350(d). 

 

· A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer;

 

· A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

· A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

 

· A director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of Bravo’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

-23-

We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.

Executive Committee

In accordance with Article III of our Bylaws, our board of directors has established an Executive Committee which consists of members who have been appointed by the board of directors. Thereafter, the chairman of the Executive Committee, Merle Ferguson was appointed by the members of the Executive Committee.  The other member of the Executive Committee is Richard Kaiser.  The members of the Executive Committee shall serve at the pleasure of the board of directors or until their successors shall be duly designated.  Vacancies in the Executive Committee shall be filled by the board of directors. 

During the intervals between the meetings of the board of directors, the Executive Committee shall have and may exercise all of the authority of the board of directors in the management of the business affairs of Bravo to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole board of directors.  This authorization is subject to the limitations imposed by law, the bylaws of Bravo Multinational Incorporated or the board of directors.

During the fiscal year ended December 31, 2019, the Executive Committee held no formal meetings.  

Audit Committee

The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee.  The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting.  In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.  At the present time, Richard Kaiser, our chief financial officer is considered to be our expert in financial and accounting matters.

-24-

Nominating Committee

Our size and the size of our board, at this time, do not require a separate nominating committee.  This function is performed by the entire board of directors.  When evaluating director nominees, our directors consider the following factors:

· The appropriate size of our board of directors;

· Our needs with respect to the particular talents and experience of our directors;

· The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;

· Experience in political affairs;

· Experience with accounting rules and practices; and

· The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

 

Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience.  In doing so, the board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem in our best interests as well as in the best interests of our stockholders.  In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service.  Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination.  If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above.  Current members of the board are polled for suggestions as to individuals meeting the criteria described above.  The board may also engage in research to identify qualified individuals.  To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary.  The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

-25-

Finance Committee

Although we currently do not have a Finance Committee, we have adopted a charter which provides that when established it will oversee all areas of corporate finance for Bravo and its subsidiaries, including capital structure, equity and debt financing, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.  The Finance Committee will consist of a minimum of three members of the board of directors, the majority of whom shall meet the same independence and experience requirements of the Audit Committee of Bravo and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of the OTC Market, the NASDAQ Stock Market, the New York Stock Exchange, or any other exchange where the shares of Bravo may be listed or quoted for sale.  The members of the Finance Committee are to be recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the board of directors.

Compensation Committee

Although we currently do not have a Compensation Committee, we have adopted a charter which provides that when established it is to assist the board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the board of directors with respect to major compensation plans, policies and programs of Bravo.  The Compensation Committee shall consist of not fewer than two members of the board of directors, with the exact number being determined by the board.  Members of the Compensation Committee shall be appointed from time to time to serve in such capacity by the Board.  Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.

Conflicts of Interest

With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which are contained in our Corporate Governance Principles, and which require that:

· The fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval;

· The transaction to be approved by a majority of our disinterested directors; and

· The transaction to be fair and reasonable to us at the time it is authorized or approved by our directors.

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Code of Ethics for Senior Executive Officers and Senior Financial Officers

We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer.  The code provides as follows:

· Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.

· Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in our public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission.

· Each officer shall promptly notify our general counsel, if any, or the president or chief executive officer as well as the audit committee of any information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.

· Each officer shall immediately bring to the attention of our general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business, by us or any of our agents.

· Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors.  Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.

Code of Business Conduct

We have adopted a Code of Business Conduct, which applies to Bravo and all of our subsidiaries, whereby we expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards.  Each of our employees is expected to read our Code of Business Conduct and demonstrate personal commitment to the standards set forth in our Code of Business Conduct.  Our officers and other supervising employees are expected to be leaders in demonstrating this personal commitment to the standards outlined in our Code of Business Conduct and recognizing indications of illegal or improper conduct.  All employees are expected to report appropriately any indications of illegal or improper conduct.  An employee who does not comply with the standards set forth in our Code of Business Conduct may be subject to discipline in light of the nature of the violation, including termination of employment.

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Copies of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct have been previously filed with the Securities and Exchange Commission.  We will provide to any person without charge, upon request, a copy of our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct.  In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to our Corporate Governance Principles, our amended Code of Ethics for Senior Executive Officers and Senior Financial Officers, and our Code of Business Conduct. Any request for review of such documents should be directed to Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him at info@bravomultinational.com.  The information contained on our website shall not constitute part of this Information Statement.

Board of Directors Meetings

During the year ended December 31, 2019, our board of directors held three (3) formal meetings and no meetings were held where board actions were taken by written consent. All of Bravo’s directors attended 100% of our meetings in 2019.

 

Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at Bravo Multinational Incorporated, 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, Attention: Corporate Secretary, telephone 757-306-6092, or email at info@bravomultinational.com. 

Our board has approved a process for handling letters received by us and addressed to any of our directors.  Under that process, our vice president reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of our vice president, deal with functions of the board or committees thereof or that he otherwise determines requires their attention.  Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

Item 11. Executive Compensation. 

Summary of Cash and Certain Other Compensation

At present, Bravo Multinational has two executive officers. Beginning in March 2015, the compensation program for our executives consists of three key elements:

· A base salary;

 

· Additional compensation; and

 

· Periodic grants and/or options of our common stock.

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Base Salary.  Our executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our board of directors.

Additional Compensation.  Each of our officers receives additional compensation as provided in the officer’s employment agreement.  All payments to officers must be approved by our board of directors or compensation committee based on the individual officer’s performance and company performance.

Stock Incentive.  Stock grants and options are awarded to executive officers based on their positions and individual performance.  Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers.  The board of directors or compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation.  Stock grants and options for our executive officers will be recommended and approved by our board of directors.  See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”

Bravo Multinational Summary Compensation Table

The following table sets forth compensation for our named executive officers for the two completed fiscal years ended December 31, 2018 and December 31, 2019:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All Other Compensation ($)	Total ($)
R. Kaiser(4)	2019	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2018	-0-	-0-	168,000	-0-	-0-	-0-	-0-	168,000
M. Ferguson(5)	2019	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2018	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(4) Mr. Kaiser is our corporate secretary, Acting CFO, corporate governance officer, and a director. (5) Mr. Ferguson became our Chairman, CEO, and President on November 19, 2018 and was not associated with Company in 2017.

All 2019 and 2018 current executive compensation has been calculated using standard comparable computations then adjusted to reflect the reasonable current economic condition of Bravo Multinational Incorporated; please note the extreme decrease in wages for the current management in comparison to the previous management.

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Outstanding Equity Awards at Fiscal Year-End

None.

Bravo Multinational Employment Agreements

As of December 31, 2019, Bravo Multinational Incorporated had employment agreements with Mr. Merle Ferguson, Chairman of the Board, Chief Executive Officer, and President and with Mr. Richard Kaiser, acting Chief Financial Officer, Secretary, and Corporate Governance Officer. 

Merle Ferguson's Employment Agreement: Mr. Ferguson was under a verbal agreement whereas as he agreed to no compensation, this verbal agreement expired January 31, 2020. Subsequently, On February 1, 2020 ,Mr. Ferguson entered into five-year (5) employment contract as the Company's Chairman & President with an annual salary of $300,000 to be paid in cash, shares or combination of cash and shares. A 1,500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement ( See Exhibit 10.18).

Richard Kaiser’s Employment Agreement. The Employment contract of Richard Kaiser originally dated March 24th,2015, as amended April 6th, 2016 shall have the term extended by one additional year, expiring on March 23, 2019.All terms shall remain as per the original employment contract as amended, save and except for the term extension of the contract. In consideration of the execution of the Amended Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, Richard Kaiser, shall receive a yearly fee of $120,000, payable by way of $3500 cash per month and the balance paid in monthly increments, in S-3, S-8 or Rule 144 restricted shares of Bravo common stock during the term of Mr. Kaiser's employment. As per agreement between the Company and Mr. Kaiser, the shares will be issued at the end of each month based on the low price of the stock as posted on the trading board used by the Company, for the last trading day of each month. During the 2019, Mr. Kaiser was on a month-to-month arrangement with no compensation being given to him. Subsequently, on February 1, 2020, Mr. Kaiser entered into a new five-year (5) contract as the Company's Director, Chief Financial Officer and Secretary with an annual salary of $175,000 to be paid in cash, shares or combination of cash and shares. A 500,000 Preferred Series 'A' was agreed to be issued as part of the compensation agreement (See Exhibit 10.19).

You may obtain copies of the employment agreements at www.sec.gov or by clicking on the Securities and Exchange Commission Filings link on the Investor Relations section of our website at www.bravomultinational.com, or by contacting Mr. Richard Kaiser, our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him at info@bravomultinational.com.

-30-

Director Compensation

The following table provides information relating to compensation of our directors for our fiscal year ended December 31, 2019.  The current directors do not receive compensation for their duties as directors.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Merle Ferguson	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Richard Kaiser	-0-	-0-	-0-	-0-	-0-	-0-	-0-

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of the date of this filing, March 17, 2020 by:

-Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

-Each person who owns beneficially more than five percent of the outstanding shares of our preferred

-Each director;

-All directors and officers as a group.

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Name of Beneficial Owner (1)	Shares of Common Stock Beneficially Owned (2)		Shares of Preferred Stock Beneficially Owned (2)
	Number	Percent (11)	Number	Percent(3)
Merle Ferguson(2)(3)(4)	-0-	0%	1,500,000	60%
Richard Kaiser (2)(3)(5)	1,437,600	11.69%	500,000	20%
All Directors and Officers as a group ( 2 people)	1,437,600	11.69%	2,000,000	80%(3)
Paul Parliament (6)(11)	4,398,468	29.96%	0	0
Douglas Brooks (7)(11)	2,280,763	15.53%	0	0
Julios Kosta (8)(11)	1,716,037	9.14%	0	0
Marsadi Parliament (9)(11)	1,341,395	11.69%	0	0
Susan Donohue(2) (10)	-0-	-0-	500,000	20%

________

(1) Unless otherwise indicated, the address for each of these stockholders is c/o Bravo Multinational Incorporated Co., 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454.. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which they beneficially own.

 

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of March 10, 2020, there were outstanding 17,182,651 shares of our common stock, and we have 2,500,000 shares of our Preferred Series 'A' stock issued.  Each share of the Preferred Series 'A' stock has voting rights equal to 100 shares of our common stock. Further, each share of the Preferred Series 'A' stock may be converted into 100 shares of our common stock. Taken together, the holders of the Preferred Series 'A' stock have voting rights equal to 250,000,000 shares of our common stock.  As of March 10, 2020 none of the Preferred Series 'A' stock has been converted into shares of our common stock.  As a result of their ownership of 2,000,000 shares of our Preferred Series 'A' stock and 1,437,600 shares of our common stock in the aggregate, Messrs. Ferguson and Kaiser, the “controlling stockholders,” have voting control over 251,437,600 shares of our common stock, which number exceeds our outstanding shares of common stock of 17,182,651 as of March 10, 2020. As a result of the issuance of the Preferred Series 'A' shares, the Company has shares outstanding which are entitled to 267,182,651 common share votes as of March 10, 2020. Therefore, the "controlling stockholders", as a group, have voting control over all matters which may be acted upon by our stockholders.  There are no voting agreements among the "controlling stockholders."

 

(3) Mr. Ferguson and Mr. Kaiser now effectively control in excess of 50% of the outstanding voting shares, and they are both officers and directors of the Company. They have held these positions since November 19, 2018.  Mr. Ferguson now effectively controls 56.14%, Mr. Kaiser controls 19.25% and together they control 75.39% of the voting shares outstanding from the conversion and voting rights associated with issuance of the Preferred Series 'A' shares.

 

(4) Mr. Ferguson is our chairman of the board of the directors, chief executive officer, president and a director. Mr. On February 4, 2020, 1,500,000 Series Preferred 'A' Shares, Par value $0.0001 were issued as part of his employment contract. As a result, Mr. Ferguson now owns 56.14% of the voting shares outstanding. All voting and conversion right of the holder of Preferred Series 'A' into common shares apply per footnote #2 and #3 above.

 

(5 )Mr. Kaiser, our chief financial officer, secretary, corporate governance officer, and director, has 850,220 restricted shares and 587,380 freely trades shares for a total of 1,437,600 common shares. On February 4, 2020, 500,000 Series Preferred 'A' Shares, par value $0.0001 were issued as part of his employment agreement.As a result, Mr. Kaiser now owns 19.25% of the voting shares outstanding. All voting and conversion right of the holder of Preferred Series 'A' into common shares apply per footnote #2 and #3 above.

 

(6) Mr. Parliament is a former office and director who owns 2,000,000 restricted shares and 2,398,468 freely traded shares for a total of 4,398,468.

 

(7) Mr. Brooks is former office and director who owns 854,413 restricted shares and 1,426,350 freely traded shares for a total of 2,280,763.

 

(8) Mr. Kosta, a former Consulting with Bravo Multinational Incorporated, owns a total of 1,716,037 restricted shares.

 

(9) Mr. Marsai Parliament owns 1,.341,395 in total freely trade shares issued on February 4, 2020 per the conversion of a promissory note .

 

(10) Ms. Susan Donohue was issued 500,000 Preferred Series 'A' shares issued per terms of a non-employee consulting agreement. All voting and conversion right of the holder of Preferred Series 'A' into common shares apply

 

(11) As a result of the issuance of the Preferred Series 'A' shares, the Company has 267,182,651 shares outstanding as of March 10, 2020. Mr. Paul Parliament, Mr. Douglas Brooks, Mr. Julios Kosta and Ms. Marsadi Parliament are no longer classified as affiliates of the company with ownership now at less than 5%.

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Item 13. Certain Relationships and Related Transactions and Director Independence.

Gaming Machine Loans

On June 30, 2017 the Board of Directors agreed to provide financing to Rentcom. Inc, in the form of a promissory note for gaming equipment. The principal amount of the note was $76,000, and all principle plus $3,040 in interest was due in one lump payment by December 30, 2017. Rentcom, Inc. is an entity owned by Douglas Brooks. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $76,000 (See Note 6 Financial Statements).

On June 30, 2017 the Board of Directors agreed to provide financing for 6-months (due December 30, 2017) for gaming equipment purchased by Investcom, Inc. The face value of the note is $152,000, and all principle and $6,080 in interest is due in one lump payment on December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $152,000 (See Note 6 Financial Statements).

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. For the years-ending December 31, 2019 and 2018, and as of the date of this filing, the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $190,000 (See Note 6 Financial Statements).

Audit Fees

 

The aggregate fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 2019 and 2018 were $61,800 and $30,000, respectively, with a total for both years of $91,800.

-33-

Audit Related Fees

 

None.

 

Tax Fees

 

The aggregate tax fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered for tax services for the fiscal years ended December 31, 2019 and 2018 was $-0- and $-0-,respectively.

 

All Other Fees

 

There were no other fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered during the fiscal years ended December 31, 2019 and 2018, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

 

Section 16A Beneficial Ownership Reporting Compliance

 

All Section 16A reporting is current with the filings of both Form 3s and Form 4s.

-34-

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

(a) All financial statements are included in Item 8 of this report.

 

(b) All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.

 

(c) The following exhibits are attached to this report:

Exhibit No.

Identification of Exhibit

3.1*

Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1 on Form 10 on November 24, 2008, File Number 000-53505.

3.2*

Corrected Certificate of Amendment to Certificate of Incorporation dated October 5, 2010, filed as Exhibit 3.3 on Form 10-K, on March 31, 2011, Commission File Number 000-53505.

3.3*

Certificate of Amendment to Certificate of Incorporation, filed February 3, 2014, filed as Exhibit 3.4 on Form 10-K, on April 15, 2014, Commission File Number 000-53505.

3.4*

Certificate of Amendment of Restated Certificate of Incorporation of Goldland Holdings, Co., changing name to Bravo Multinational Incorporated, filed with State of Delaware on March 24, 2016, and effective on April 1, 2016, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, on April 7, 2016, File Number 000-53505.

3.5*

Amended and Restated Bylaws of Bravo Multinational Incorporated dated February 13, 2017, filed as Exhibit 3.1 to the Registrant's DEF 14C.

3.6*

Amended and Restated Bylaws of Bravo Multinational Incorporated dated October 4, 2019, filed as Exhibit 3.10 on Form 10-Q Nov. 6, 2019.

4.1*

Form of Common Stock certificate, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 10 on November 24, 2008, File Number 000-53505.

4.2*

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.9 on Form 8-K/A, Amendment No. 1, on April 1, 2015, File Number 000-53505.

4.3*

Certificate of Designation for Series A Preferred Stock of Goldland Holdings Co. filed with the Secretary of State of Delaware on March 24, 2015, filed as Exhibit 4.1 on Form 8-K/A, Amendment No. 1, on April 1, 2015, File Number 000-53505.

-35-

 

10.1*

Charter of the Audit Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.1 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.2*

Charter of the Compensation Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.2 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.3*

Corporate Governance Principles of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.3 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.4*

Charter of the Executive Committee of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.4 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.5*

Charter of the Finance Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.5 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.6*

Charter of the Governance and Nominating Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.6 on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.7*

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.7 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.08*

Employment Agreement dated March 24, 2015, between Richard Kaiser and the Registrant, filed as Exhibit 10.19 Annual Report Form 10-K on Feb. 8, 2016.

10.09*

Consulting Agreement dated as of October 1, 2014, between Yes International and the Registrant, filed as Exhibit 10.20 Annual Report Form 10-K on Feb. 8, 2016.

10.10*

Convertible Promissory Note dated October 1, 2015, issued by the Registrant in favor of Douglas Brooks, in the amount of $100,000, filed as Exhibit 10.27 Annual Report Form 10-K on Feb. 8,2016.

10.11*

Amended Employment Contract-Kaiser-April 6, 2016 (Original contract filed on Form 10K- March 24, 2015 (filed as exhibit 10.5 on March 31, 2017 Qtr. Report).

10.12*

Settlement Agreement-Martin Wolfe- December 28, 2018 (filed as Exhibit 10.40 on Form 10-K for year-end December 31, 2017).

10.13*

Order to Convert Promissory Note Holder Silvia Mariela lbarra March 31, 2018; filed as exhibit 10.11on Form 10-Q March 31, 2018 .

10.14*

Order to Convert (corrected)-Douglas Brooks- December 4, 2019; Filed as Exhibit 10.42 of Form 10-K September 03, 2019.

10.15*

Consulting Agreement- Paul Parliament November 20, 2018 (filed as exhibit 10.12 on September 30, 2017 Qtr. Report).

-36-

10.16*

Private Placement Agreement - M. Corrigan July 16, 2019 (filed as exhibit 10.13 on September 30, 2017 Qtr. Report).

10.17*

Consulting Agreement -RSDI Enterprises & Aldo Dalla-Vecchia, July, 1 2019 (filed as exhibit 10.14 on September 30, 2017 Qtr. Report).

10.18+

Employment Contract- Ferguson- February 1, 2020 .

10.19+

Employment Contract-Kaiser-February 1, 2020.

10.20+

Consulting Agreement -Donohue- February 4, 2020 .

10.21+

Subscription Agreement Preferred Series A- Ferguson-February 4, 2020.

10.22+

Subscription Agreement Preferred Series A- Kaiser-February 4, 2020 .

10.23+

Subscription Agreement Preferred Series A- Donohue-February 4, 2020.

14.1*

Code of Business Conduct of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.1 to the  Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

14.2*

Amended Code of Ethics for Officers of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.2 to the Registrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

31.1+

Certification of Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2+

Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.1+

Certification of  Merle Ferguson Chief Executive Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

32.2+

Certification of Richard Kaiser, Chief Financial Officer and Principal Accounting Officer of Bravo Multinational Incorporated, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

101+

XBRL Interactive Exhibits.

____________

+Filed herewith.

*Previously filed.

-37-

 

SIGNATURES

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

BRAVO MULTINATIONAL INCORPORATED

Date: March 17, 2020

 

By /s/ Merle Ferguson

    Merle Ferguson, President, Chief Executive Officer, and Chairman

 

By /s/ Richard Kaiser

    Richard Kaiser, Chief Financial Officer and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amended report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Merle Ferguson Merle Ferguson		Chairman, President, Chief Executive Officer, and Director		March 17, 2020
/s/ Richard Kaiser Richard Kaiser		CFO, Secretary, Corporate Governance Officer and Director		March 17 , 2020

-38-

 

BRAVO MULTINATIONAL INCORPORATED

 

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Bravo Multinational Incorporated:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Bravo Multinational Incorporated (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2017.

Lakewood, CO

March 17, 2020

F-2

F-3

F-4

F-5

 

Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF CASH FLOWS

F-6

 

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 owned patented and unpatented mining claims on War Eagle Mountain in the state of Idaho.  The Company 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 its finances. The Company determined that SFMI is unable to pay the lease and that any debt owing by SFMI to the Company is not recoverable. The Company currently owns 76.63 acres within seven patented claims with a 29.167% ownership interest on War Eagle Mountain in the state of Idaho.  The Company allowed all of its BLM (Bureau of Land Management) unpatented and placer claims to expire. The carrying value on such claims both patented and unpatented was fully impaired due to lack of economic viabilities of such properties.

 

The Company is currently engaged in the business of buying and reselling gaming equipment.  The Company also buys machines for its own use that are placed in casinos or gaming areas to obtain monthly revenue streams from the machines’ net win revenue.

F-7

 

NOTE 2 – Summary of Significant Accounting Policies

 

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.  During the year ended December 31, 2017, management recognized that Universal is an inactive Florida corporation which no longer operates.

 

Method of Accounting

 

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

 

The preparation of financial statements in conformity 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 amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.  The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.

 

Accounts Receivable

 

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value.  The Company establishes an allowance for doubtful accounts based on management’s assessment of collectability of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance.  The Company makes judgments about creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

 

Earnings (Loss) per Share

 

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”.  Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period.  Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.

 

Stock Based Compensation

 

The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party fair values of shares or the value of services, whichever is more readily determinable, is used to value the transaction.

F-8

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Fair Value Measurements

 

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued liabilities, and notes payable approximate fair value.

 

We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

 

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information.  These estimates involve uncertainties and cannot be determined with precision.  The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates.  We measure certain financial instruments at fair value on a recurring basis.  

   

Revenue Recognition

 

Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers.  Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.  These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

 

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.  To achieve this core principle, we apply the following five steps:  identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.  

 

The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

 

The Company operates as one reportable segment.

 

There was no revenue during the years ended December 31, 2019 and 2018 since conditions in Nicaragua have not changed.

F-9

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Property and Equipment

   

Property and equipment are recorded at cost.  Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. Computer equipment is depreciated on the straight-line method over five (5) years.  Equipment used to generate revenues is depreciated on the straight-line method over seven (7) years and is included in cost of sales.  Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred.  

   

Impairment of Long-Lived Assets

   

Management evaluates the Company’s long-lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisers, as considered necessary.

 

NOTE 3 – Recently Issued Accounting Pronouncements

 

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.

 

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We will adopt the standard on fiscal year January 1, 2019. Based on our assessment of the new standard on our condensed consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities, we have concluded that the impact will be insignificant to our condensed consolidated financial statements based on the short-term nature of our leases and our election of such practical expedient.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) to expand the scope of ASC 718, Compensation - Stock Compensation (Topic 718) (“ASU 2018-07”), to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is still evaluating this ASU and anticipates it will not have significant impact on our condensed consolidated financial statements and related disclosures.

F-10

 

NOTE 4 – 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 at December 31, 2019.

 

While the Company is attempting to continue 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 5 – Accounts Receivable

 

Accounts receivable consisted of the following at December 31, 2019 and 2018:

 

Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the machine income that was in accounts receivable on December 31, 2017 in the amount of $42,312.  

 

The Allowance for Doubtful Accounts in the amount of $42,312 was collected but it remains in Nicaragua because of the political instability, social unrest, and US Government's trade and economic sanctions; no transfer of funds to the US can be done at this time. Since these issues have yet to be resolved both domestically and internationally with Nicaragua, the $42,312 amount has not been paid in the US and has been written-off. Since the revenue was earned and collected in Nicaragua, the revenue remains recognized as an account receivable.

F-11

 

NOTE 6 – Notes Receivable – Related Parties

 

Notes receivable related parties consisted of the following at December 31, 2019 and 2018:

 

 

Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at December 31, 2019 and 2018.

 

NOTE 7 – Property and Equipment

 

Property and equipment consisted of the following at December 31, 2019 and 2018:

 

   

For the years ended December 31, 2019 and 2018 depreciation expense was $184 and $226, respectively.

F-12

NOTE 8 – Related Party Transactions

   

During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Company’s former chief executive officer, for a total of $770,000. The sales were financed by a notes receivable in the amount of $342,000.  Due to uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017 (See Note 6). The above mentioned sales were also paid for by reducing Mr. Parliaments’ note payable from the Company in the amount of $76,000.  

 

During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a former director of the Company, for a total of $525,000. The sale reduced the note payable to Mr. Brooks in the amount of $209,000. The sale was also financed by a note receivable in the amount of $76,000. Due to uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017 (See Note 6).    

  

Due to Related Parties consist of payments of Company expenses by the Company’s three (3) directors and related party, Julios Kosta. Amounts due were $80,423 and $80,224 at December 31, 2019 and 2018, respectively.   

   

The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.  Yes International provides all services at no cost except for press release wire services. For each of the years ended December 31, 2019 and 2018 the Company paid press release wire services in the amount of $-0-.   The Company also currently operates out of the Yes International Inc., offices at no cost.

 

During the year ended December 31, 2019, $30,000 was expensed to consulting expense due to the completion of the Company’s consulting agreement with Paul Parliament, former chief executive officer.

 

Stock payable – related parties consisted of the following at December 31, 2019 and 2018:

 

 

Payment of the above stock which amounts to 7,963,801 shares and is deferred until the Company becomes fully reporting again.  All future interest based on the original note terms has also been waived by all parties.  All amounts above were paid in 1^st quarter 2020 except for the amount due to Julios Kosta.

F-13

NOTE 9 – Notes Payable

 

Notes Payable consists of the following unsecured notes:

 

Interest expense on Mr. Yee’s loan for the years ended December 31, 2019 and 2018 was $1,750 and $-0-, respectively. Interest expense from January 2015 (note inception) through June 30, 2019 in the amount of $1,575 was recorded in June 2019.

 

NOTE 10 – Inventory Loan Payable – Related Party

 

Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party.  Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete.  Amount due at December 31, 2019 and 2018 was $4,500.

 

NOTE 11 – Capital Stock

 

Preferred Stock

 

On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in preferred shares to 50,000,000 from 5,000,000.  Preferred stock can be converted into 10 shares of common stock and have voting rights equal to 100 shares of common stock. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred.  At December 31, 2019 and, 2018 there were -0- shares issued and outstanding.  

 

During the year ended December 31, 2017, 5,000,000 shares were returned by their respective shareholders.  No compensation was given for the stock that was returned.

F-14

 

NOTE 11 – Capital Stock -continued

 

Common Stock

 

On January 16, 2017 the Articles of Incorporation were amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock.

 

Reverse Stock Split 

 

On January 16, 2017, the Company approved a one-for-three hundred (1:300) reverse stock split.  This reverse stock split became effective as of the close of business on January 16, 2017. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split.

 

Stock Compensation Plan

 

On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018.  The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock.   The Plan shall expire on March 15, 2028.  As of December 31, 2019, no shares had been issued from this plan.

 

NOTE 12 – Commitments and Contingencies

 

Beginning in 2018, the Company leases space at Yes International Inc., a related party, at no cost.  Rent expense for the each of the years ended December 31, 2019 and 2018 was $-0-.

F-15

 

NOTE 13 - Subsequent Events  

 

On February 1, 2020 the Company approved a 5- year employment contract for Mr. Merle Ferguson as the Company’s Chairman of the Board and President.  The contract is for $300,000 per year to be paid in cash, shares or a combination of both.  On February 1, 2020 the Company also approved the issuance of 1,500,000 preferred A shares to Mr. Ferguson as additional compensation.

 

On February 1, 2020 the Company approved a 5- year employment contract for Mr. Richard Kaiser. The contract is for $175,000 per year to be paid in cash, shares or a combination of both.  On February 1, 2020 the Company also approved the issuance of 500,000 preferred A shares to Mr. Kaiser as additional compensation.

 

On February 4, 2020 the Company approved a 3- year employment contract for Ms. Susan Donohue. The contract is for 500,000 preferred A shares.

 

From January 1 through March 3, 2020, 5,753,593 shares of common stock were issued to pay for $1,139,498 that was included in stock payable at December 31, 2019 per the following:

 

- On February 7, 2020, the Company converted Richard Kaiser's promissory note, dated October 3, 2016, through the issuance 587,380 common BRVO shares as at $0.20 (twenty cents) per share.

- On February 7, 2020, the Company converted Douglas Brook's promissory note, dated October 3, 2016, through the issuance 1,426,350 common BRVO shares as at $0.20 (twenty cents) per share.

- On February 7, 2020, the Company converted Paul Parliament's promissory note, dated October 3, 2016, through the issuance 2,192.365 common BRVO shares as at $0.20 (twenty cents) per share .

- On February 7, 2020, the Company converted Marsid Parliament's promissory note, dated November 19, 2018 through the issuance 1,341,395 common BRVO shares as at $0.20 (twenty cents) per share.

- On January 27, 2020, 132,932 shares common stock were issued to repay $28,391 out-of- pocket expenses owed to Mr. Parliament prior to his resignation as an officer and director of the Company up through November 18, 2019; S-8 common stock at $0.2135 per share based on the closing price of the Company's stock price on January 27, 2019.

- On January 28, 2020, the Company issued to Mr. Paul Parliament for a consulting agreement, effectuated November 20, 2018 which expired on July 19, 2019; 73,171 shares of S-8 common stock at $0.41 per shares based on the closing price of the Company's stock price on July 10, 2019.

On February 4, 2020, the Company issued 2,500,000 shares of its Preferred Series 'A' shares as noted above, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The Series 'A' Preferred shares have voting rights equal to 100 shares of common stock and they are each convertible into 100 shares of common stock of the Company at the option of the holder. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances.  1,500,000 Series 'A' shares were issued to Mr. Merle Ferguson in exchange for services under the terms of his employment contract, 500,000 Series 'A' shares were issued to Mr. Richard Kaiser under the terms of his employment contract, and 500,000 Series 'A' shares were issued to Ms. Susan Donohue in exchange for services under her consulting agreement.  The issuance of these shares has resulted effectively in a change in control of the Company.  

F-16