BRAVO RESOURCE PARTNERS LTD - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - BRAVO RESOURCE PARTNERS LTD	bravo10q13111x32_31611.htm
EX-31.1 - EXHIBIT 31.1 - BRAVO RESOURCE PARTNERS LTD	bravo10q13111x311_31611.htm
EX-31.2 - EXHIBIT 31.2 - BRAVO RESOURCE PARTNERS LTD	bravo10q13111x312_31611.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2011

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

For the transition period from _____________ to______________

Commission file No. 0-30770

BRAVO RESOURCE PARTNERS LTD.

(Exact name of small business issuer as specified in its charter)

Yukon, Canada	04-3779327
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5300 DTC Parkway, Suite 350 Greenwood Village, Colorado 80111

(Address of principal executive offices)

(303) 475-5691

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 requirements 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 [ ] NO [ ]

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

Large accelerated filer [ ]	Accelerated File [ ]

Non-accelerated filer (do not check if smaller reporting company) [ ]	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ] NO [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YES [ ] NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of March 17, 2011, Bravo Resource Partners, Ltd had 11,809,982 issued and outstanding shares of common stock.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BRAVO RESOURCE PARTNERS, LTD.

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

January 31, 2011

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BRAVO RESOURCE PARTNERS, LTD.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS


	January 31, 2011			July 31, 2010
	January 31, 2011			July 31, 2010
ASSETS	(Unaudited)
Current
Cash and cash equivalents	$	924		$	239
Total current assets	$	924		$	239

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	133,554		$	136,105
Due to related parties		44,627			47,127
Liabilities due to related parties to be settled in stock		488,500			463,500
Total current liabilities		666,681			646,732

Commitments and Contingencies		-			-

Stockholders' deficit
Preferred stock: no par value, 100,000,000 shares authorized, no shares issued or outstanding		-			-
Common stock: no par value, 100,000,000 authorized, 11,809,982 issued
and outstanding		2,804,748			2,804,748
Deficit accumulated during development stage		(1,312,579	)		(1,293,315	)
Accumulated deficit		(1,899,000	)		(1,899,000	)
Accumulated other comprehensive loss		(258,926	)		(258,926	)
Total stockholders' deficit		(665,757	)		(646,493	)
Total liabilities and Stockholders' deficit	$	924		$	239

See accompanying notes to the unaudited consolidated financial statements.

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BRAVO RESOURCE PARTNERS, LTD.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Three-Month Period ended January 31, 2011 (Unaudited)			Three-Month Period ended January 31, 2010 (Unaudited)			Six-Month Period ended January 31, 2011 (Unaudited)			Six-Month Period ended January 31, 2010 (Unaudited)			Cumulative from the Beginning of Development Stage (August 1, 2002) to January 31, 2011 (Unaudited)

REVENUE	$	-		$	-		$	-		$	-		$	-
EXPENSES
General and administrative expenses		620			5,073			1,055			8,296			838,054
Professional fees		4,673			7,330			18,122			31,959			481,280
Total expenses		5,293			12,403			19,177			40,255			1,319,334
Loss before other income and (expenses)		(5,293	)		(12,403	)		(19,177	)		(40,255	)		(1,319,334	)

OTHER INCOME AND (EXPENSES)
Interest expense		-			-			(87	)		-			(51,348	)
Settlement income		-			-			-			-			44,653
Gain (loss) on settlement of debt		-			-			-			-			72,603
Loss on write-off of other receivable		-			-			-			-			(18	)
Foreign currency translation income		-			-			-			-			1,651
Loss on write-down of other asset		-			-			-			-			(20,397	)
Loss on disposal of fixed asset		-			-			-			-			(719	)
Consulting and administrative income		-			-			-			-			2,676
Gain on advances for film production		-			-			-			-			500
Other expense		-			-			-			-			(2,765	)
Other income		-			-			-			-			2,407
Total Other income and (expense)		-			-			(87	)		-			49,243
Loss before income taxes		(5,293	)		(12,403	)		(19,264	)		(40,255	)		(1,270,091	)
Provision for income taxes		-			-			-			-			-
Net Loss from Continuing Operations	$	(5,293	)	$	(12,403	)	$	(19,264	)	$	(40,255	)	$	(1,270,091	)
DISCONTINUED OPERATIONS:
Loss from discontinued operations		-			-			-			-			(42,488	)
Net Loss	$	(5,293	)	$	(12,403	)	$	(19,264	)	$	(40,255	)	$	(1,312,579	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments		-			-			-			-			(258,926	)
Comprehensive loss	$	(5,293	)	$	(12,403	)	$	(19,264	)	$	(40,255	)	$	(1,571,505	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
Basic and diluted loss per common share		*			*			*			*
Weighted average number of common shares outstanding		11,809,982			11,809,982			11,809,982			11,809,982

* - Less than (0.01)

See accompanying notes to the unaudited consolidated financial statements.

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BRAVO RESOURCE PARTNERS, LTD.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six-Month Period ended January 31, 2011 (Unaudited)			Six-Month Period ended January 31, 2010 (Unaudited)			Cumulative from the Beginning of Development Stage (August 1, 2002) to January 31, 2011 (Unaudited)
CASH FLOWS (TO) FROM OPERATING ACTIVITIES
Net income (loss) from operations	$	(19,264	)	$	(40,255	)	$	(1,312,579	)
Adjustments to reconcile net loss to net cash used in operating activities

Loss from discontinued operations		-			-			42,488
Loss on disposal of fixed asset		-			-			719
Loss on write down of other assets		-			-			20,397
Gain on settlement of debt		-			-			(72,010	)
Loss on write off of other receivables		-			-			18
Depreciation expense		-			-			7,356
Common stock issued for services		-			-			50,000
Changes in assets and liabilities:
Decrease (increase) in other receivables		-			-			20,421
Decrease (Increase) in prepaid expenses		-			(2,497	)		37
Increase (decrease) in accounts payable and accrued liabilities		(2,551	)		(5,412	)		417,620
Increase in due to related parties to be settled in stock		-			-			27,250
Increase (decrease) in due to related parties		(2,500	)		1,580			209,784
Net cash (used in) provided by operating activities		(24,315	)		(46,584	)		(588,499	)

CASH FLOWS (TO) FROM INVESTING ACTIVITIES
Purchase of fixed assets		-			-			(2,194	)
Acquisition of receivables portfolios		-			-			(76,171	)
Advances for film production		-			-			(20,397	)
Collection of receivables portfolios		-			-			24,139
Net cash used in investing activities		-			-			(74,623	)

CASH FLOWS (TO) FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			-			170,229
Stock subscriptions received in advance		-			-			31,753
Proceeds from notes payable-related party		-			-			328,575
Repayment of promissory notes payable		-			-			(4,811	)
Proceeds from sale of common stock to be issued		25,000			60,000			147,500
Repayments to related parties		-			-			(10,000	)
Net cash provided by (used in) financing activities		25,000			60,000			663,246

Effect of foreign currency translation		-			-			364
Change in cash and cash equivalents during period		685			13,416			488
Cash and cash equivalents beginning of the period		239			2,599			436

Cash and cash equivalents end of the period	$	924		$	16,015		$	924

See accompanying notes to the unaudited consolidated financial statements.

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BRAVO RESOURCE PARTNERS LTD.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

Organization

Bravo Resource Partners Ltd. (the “Company”) was incorporated in the Province of British Columbia on November 14, 1986, and continued into the Yukon Territory under the Business Corporations Act on January 21, 2000. The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915, "Development Stage Entities". The Company's fiscal year end is July 31.

The Company’s common stock trades on the pink sheets under the stock symbol “BRPNF”.

Going-concern

The Company’s consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception, and as of January 31, 2011, had an accumulated deficit of $3,211,579 and a working capital deficit of $665,757. The Company has no current source of revenue. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable amount of time. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue operations. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis. It is management’s plan in this regard to obtain additional working capital through equity financing. The Company is currently precluded from issuing stock because it is subject to cease trade orders issued by the British Columbia Securities Commission and the Alberta Securities Commission. The cease trade orders were issued because of the Company's failure to provide the required financial disclosures. The Company plans to apply to have the cease trade orders lifted once it becomes current on its financial disclosures. In addition, the Company is currently precluded from trading stock in the United States due to a chill put in place by the DTCC resulting from shares that were illegally issued.

2. SIGNIFICANT ACCOUNTING POLICIES

For a full description of the Company’s significant accounting policies, refer to the footnotes to the audited financial statements for the Company for its fiscal year ended July 31, 2010, included in the Company’s Annual Report on Form 10-K for that year.

Unaudited financial statements

The accompanying unaudited consolidated financial statements of Bravo Resource Partners Ltd. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim information and with the instructions to Form 10-Q and Regulation S-X promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these consolidated financial statements include all adjustments of a normal and recurring nature necessary for a fair presentation. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included on Form 10-K for the period ended July 31, 2010. Operating results for the six months ended January 31, 2011, may not necessarily be indicative of the results that may be expected for the year ending July 31, 2011.

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BRAVO RESOURCE PARTNERS LTD.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Minera Oro Bravo S.A., a company incorporated in Costa Rica, and Minera Oro Bravo Mexico, S.A. de C.V., a company incorporated in Mexico. Significant inter-company balances and transactions were eliminated upon consolidation.

Use of Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents consist of time deposits and all liquid instruments with original maturities of three months or less.

Income Taxes

In accordance with ASC Topic 740, "Income Taxes", the Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company has adopted ASC Topic 740, " Income Taxes", as of August 1, 2007. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with ASC Topic 740. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing ASC Topic 740, the Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended July 31, 2006 through 2010 for U.S. Federal Income Tax and for the State of Colorado Income Tax, the tax years which remain subject to examination by major tax jurisdictions as of January 31, 2011.

The Company does not have any unrecognized tax benefits as of August 1, 2007 and January 31, 2011 which if recognized would affect the Company’s effective income tax rate.

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BRAVO RESOURCE PARTNERS LTD.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(Unaudited)

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income Taxes (cont.)

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes as of January 31, 2011.

Basic and Diluted Net Loss Per Share

ASC Topic 260, "Earnings Per Share", provides for the calculation of “Basic” and “Diluted” earnings per share. Basic net loss per common share includes no dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during each period. All potentially dilutive securities have been excluded from the computations since they would be anti-dilutive. As of January 31, 2011 and 2010, there are no outstanding warrants, options or other potentially dilutive securities outstanding.

Concentrations of Credit Risk

The Company maintains all cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the operations of the Company.

RELATED PARTY TRANSACTIONS

During the six-month period ended January 31, 2011, the Company entered into the following related party transactions:

On August 17, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 900,000 shares of common stock for $9,000 or $0.01 per share. The Company has received all funds due pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4.

On September 3, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,000,000 shares of common stock for $10,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4.

On November 26, 2010, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 600,000 shares of common stock for $6,000 or $0.01 per share. The Company received all funds pursuant to the agreement. The stock is to be issued when the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4.

As of January 31, 2011, Alpine Pictures, Inc., has entered into a total of ten Stock Purchase Agreements with a total investment of $147,500 for 4,875,000 common shares. Alpine Pictures, Inc., has also agreed to the conversion of debt into 1,575,000 common shares of the Company. At the present time, the Company will issue a total of 6,400,000 common shares to Alpine Pictures, Inc., once the cease trade orders are lifted.

During the six-month period ended January 31, 2011, the Company reimbursed its current Acting Chief Executive Officer $2,500 for an equal amount paid to vendors by the Officer in the prior year ended July 31, 2010

Liabilities due to related parties to be settled in stock

The following table sets forth the total liability amount to be settled by the issuance of common shares to all related parties as of the dates set forth contingent upon the cease trade orders from the British Columbia Securities Commission and the Alberta Securities Commission being lifted. If the Company is unable to have the cease trade orders lifted and therefore is unable to issue the common shares set forth below, then the liabilities will be settled in cash at their recorded values set forth herein or otherwise renegotiated.

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BRAVO RESOURCE PARTNERS LTD.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(Unaudited)

3. RELATED PARTY TRANSACTIONS (cont.)

Liabilities due to related parties to be settled in stock	Liability Amount		Shares to be Issued		Price per share

Balance July 31, 2006 (Asset Solutions)	$	7,500		76,316	$	0.10

Asset Solutions for 2007 services		17,500		356,957		0.05

Balance, July 31, 2007	25,000	433,273

Michael Meier ($9,750 current and $16,250 reclassified from due to related party)	26,000	260,000	0.1

Balance, July 31, 2008	51,000	693,273

Settlement with Ernest Staggs	70,000	700,000	0.1

Settlement with Tyrone and Tabea Carter	70,000	700,000	0.1
Settlement of Alpine Pictures, Inc. note payable	150,000	1,525,000	0.1
Sale of stock to Alpine Pictures, Inc.	2,500	25,000	0.1
Sale of stock to Alpine Pictures, Inc.	5,000	50,000	0.1

Balance, October 31, 2008	348,500	3,693,273

Sale of stock to Alpine Pictures, Inc.	20,000	400,000	0.05

Balance, January 31, 2009	368,500	4,093,273

Sale of stock to Alpine Pictures, Inc.	15,000	300,000	0.05

Balance, April 30, 2009	383,500	4,393,273

Sale of stock to Alpine Pictures, Inc.	20,000	400,000	0.05

Balance, July 31, 2009	403,500	4,793,273

Sale of stock to Alpine Pictures, Inc.	30,000	600,000	0.05

Balance, October 31, 2009	433,500	5,393,273

Sale of stock to Alpine Pictures, Inc.	30,000	600,000	0.05

Balance, July 31, 2010	463,500	5,993,273


Sales of stock to Alpine Pictures, Inc.		19,000	1,900,000	0.01
Balance, October 31, 2010		482,500	7,893,273
Sales of stock to Alpine Pictures, Inc.		6,000	600,000	0.01
Balance, January 31, 2011	$	488,500	8,493,273

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BRAVO RESOURCE PARTNERS LTD.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(Unaudited)

4. CAPITAL STOCK

The Company is currently precluded from issuing stock based on cease trade orders issued by the British Columbia and Alberta Securities Commissions, and therefore, the Company did not issue any capital stock during the six-months ended January 31, 2011. See Note 3 "Related Party Transactions" for transactions that will be closed when the cease trade orders are lifted.

5. SUBSEQUENT EVENTS

Subsequent to the six month period ended January 31, 2011, the Company entered into a Stock Purchase Agreement with Alpine Pictures, Inc., whereby Alpine agreed to purchase 1,500,000 shares of common stock for $15,000 or $0.01 per share. The Company has received all funds due pursuant to the agreement. The shares will be issued after the Alberta and British Columbia cease trade orders, which currently prevent the Company from issuing stock, are lifted, see Note 4.

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NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Bravo Resource Partners, LTD. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of the quarter ended January 31, 2011, and at the current time, we have no employees. .

We do not have any available credit, bank financing, or other external sources of liquidity. Due to historical operating losses, operations have not been a source of liquidity. In order to obtain capital and to satisfy our cash needs for the next twelve months, we may need to sell additional shares of common stock or to borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding to meet our cash needs for the next twelve months.

At the present time, we are focusing on becoming current with our required regulatory filings and subsequently working toward the acquisition of entertainment and film rights and properties that will allow us to become active in the motion picture production and distribution industry. Any such acquisitions may require the issuance of stock in exchange for film rights or other entertainment properties. We currently have cease trade orders issued by the British Columbia and Alberta Securities Commissions which preclude us from issuing stock. We will have to obtain revocations of those cease trade orders in order to issue stock in exchange for any film rights or other entertainment properties. To the extent practicable, the acquisition of entertainment and film rights and projects could involve the issuance of debt or other borrowing; however, we expect that the majority if not all of any potential acquisitions would primarily involve the issuance of our common stock. We do not currently have any rights to produce or distribute any film or entertainment project.

No extensive product research and development is necessarily expected to be performed.

For the fiscal year 2011, we are not anticipating any purchase or sale of plant or significant equipment.

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Once we have acquired some interest in film rights or other entertainment projects, we expect to have an increase in the number of employees. Once an acquisition is made, we will hire a Chief Executive Officer and Chief Financial Officer as well as one or more employees to handle production and distribution of the projects created.

Results of Operations for the three and six months ended January 31, 2011 and 2010

Revenue

Since inception of the business, we have not generated material revenue and since entering the development stage we have not generated any material revenue. We have continued to incur expenses and have limited sources of liquidity.

Operating Expenses

Total operating expenses decreased in the three months ended January 31, 2011 ($5,293) compared to 2010 ($12,403). The decrease of $7,110 or 57% was caused primarily by a decrease in travel expenditures, as well as professional accounting services, professional legal fees, and filing fees involved with the Company's activities in becoming current with its regulatory filings. Total operating expenses decreased in the six-month period ended January 31, 2011 ($19,177) compared to 2010 ($40,255). The decrease of $21,078 or 52% was caused primarily by a decrease in travel expenditures, as well as professional accounting services, professional legal fees, and filing fees.The Company was able to raise additional capital through agreements to issue common stock once the cease trade orders are lifted on the Company's issuance of stock. There was no payroll in the quarter or six months due to the Company not having any employees.

Other Income and Expenses

There were no Other Income or Expenses during the three months ended January 31, 2011 and 2010. Total other expense increased during the six months ended January 31, 2011 to $87 from $-0- for the six months ended January 31, 2010. The increase was the result of incurring interest charges for unpaid amounts due to a vendor.

Net Income (Loss)

Net Loss decreased for the three months ended January 31, 2011 ($5,293) compared to 2010 ($12,403). The decrease in Net Loss of $7,110 or 57% was caused primarily by a decrease in travel expenditures, as well as professional accounting services and professional legal fees involved with the Company's activities in becoming current with its regulatory filings. Net Loss decreased in the six-month period ended January 31, 2011 ($19,264) compared to 2010 ($40,255). The decrease in Net Loss of $20,991 or 52% was caused primarily by a decrease in travel expenditures, professional accounting services and professional legal fees.

Liquidity and Capital Resources

SUMMARY OF CASH FLOWS
	For the Six-Month Period Ended January 31, 2011 (Unaudited)			For the Six-Month Period Ended January 31, 2010 (Unaudited)			Cumulative from the Beginning of Development Stage (August 1, 2002) to January 31, 2011 (Unaudited)
Cash provided by or (used in):
Operating activities	$	(24,315	)	$	(46,584	)	$	(588,499)
Investing activities	$	-		$	-		$	(74,623)
Financing activities	$	25,000		$	60,000		$	663,246
Net change in cash & cash equivalents	$	685		$	13,416		$	488

Operating Activities. Net cash used in operating activities in the six months ended January 31, 2011 of $24,315 decreased by $22,269 or 48% compared to the six months ended January 31, 2010 ($46,584). The decrease is a result of a decrease in net loss during the six months ended January 31, 2011 compared to the six months ended January 31, 2010.

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Financing Activities. Our net cash provided by financing activities was $25,000 for the six months ended January 31, 2011, compared to $60,000 for the same period in 2010. The decrease of $35,000 or 58% in 2011 compared to 2010 was a result of fewer sales of common stock to be issued to a related party, Alpine Pictures, Inc., contingent upon the lifting of the Canadian cease trade orders.

Other Credit Line, Liquidity Requirements and Plan of Operations.

We do not have any available credit, bank financing, or other external sources of liquidity. There can be no assurance that the Company will be successful in obtaining additional funding to meet the Company’s cash needs for the next twelve months. We are a development stage company and have not commenced our film industry operations. Accordingly, we have relied upon subscription sales of stock to fund our operations. We have also relied upon settling outstanding debts with common stock. We intend to continue to rely upon these methods to fund our operations during the next year.

Stockholders’ deficit totaled $665,757 and $646,493 as of January 31, 2011 and July 31, 2010, respectively, and the working capital was a deficit of $665,757 and $646,493 on each respective date.

We intend to identify films for the purpose of producing and/or distributing over the next 12 months, although we have no agreements regarding such films as of the date of this report.

As of January 31, 2011 and July 31, 2010, we had $924 and $239, respectively in cash and cash equivalents. We intend to satisfy our capital requirements for the next 12 months by continuing to pursue private placements to raise capital, using our common stock as payment for services in lieu of cash where appropriate, and our cash on hand.

Going Concern

Our independent registered public accounting firm has stated in their audit report on our July 31, 2010 and 2009 consolidated financial statements, that we have experienced recurring losses and have working capital deficit and that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates includes the accounting for income taxes and uncertainty in income taxes and depreciation.

Off-Balance Sheet Arrangements.

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources and would be considered material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), require public companies to maintain "disclosure controls and procedures," which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Our management, which consists of the same individual who is both our acting Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, as of January 31, 2011, it was concluded that the Company's disclosure controls and procedures were not effective. Our acting CEO/CFO controls our banking, bill payment, and our outside accountant controls our books and reporting functions, and we do not have a sufficient number of personnel to segregate these functions. We do not have sufficient personnel or policies in effect for approvals, authorizations, verifications, reviews of performance, segregation of duties, or controls over information systems, nor do we have sufficient experience or financial expertise over financial reporting, journal entries, and undergoing financial audits. All of these functions are performed by our acting CEO/CFO and our outside accountant. To the knowledge of our CEO, there have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of evaluation, and as a result, corrective actions with regard to significant deficiencies or material weakness in our internal controls are required.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about October 2008, the Company filed a verified complaint for declaratory and injunctive relief and damages in the District Court, City and County of Denver, State of Colorado, against a Canadian citizen, Bart Lawrence, seeking a preliminary and permanent injunction against the defendant to prevent him from purporting to act on the Company's behalf, seeking a declaratory judgment that the defendant is not a member of the board of directors and has no authority to act, and seeking damages for misrepresentation, conversion, and civil theft. On January 2, 2009, the Company obtained an Order of Default Judgment, Declaratory Judgment and Permanent Injunction from the Denver District Court declaring that the Defendant Bart Lawrence has not been authorized to take any action, including the issuance of shares, on behalf of the Company, and enjoining Defendant from purporting to act on behalf of the Company in any manner and to cease purporting to sell stock in the Company, requiring Defendant to deliver to the Company's counsel all share certificates issued or purported to be issued in the Company, and to require the Defendant to return all property of the Company in Defendant's possession. The Company is pursuing its judgment and injunction against Bart Lawrence by seeking enforcement of the judgment and injunction against Transfer Online, Inc., an Oregon corporation. Transfer Online, Inc. is a transfer agent who did not have authority to act for the Company but on information and belief, purported to do so. The Company is seeking injunctive relief against Transfer Online, Inc., to seek information it has and to preclude any action by Transfer Online, Inc. purporting to be on behalf of the Company. On March 12, 2010, Denver District Court entered an Order of Default Judgment, Declaratory Judgment and Permanent Injunction stating that the listed shares, which total 400 million shares, issued at the direction of Bart Lawrence and by Transfer Online, Inc. are invalid. The Company has since received a letter from Transfer Online, Inc. stating it does not act or have the power to act on behalf of the Company in the capacity of transfer agent and that they are not the transfer agent of the Company

ITEM 1A. RISK FACTORS

Not applicable. For information on Risk Factors involved in an investment in our common shares, see our annual report filed on form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders during the second quarter ended January 31, 2011.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.) The following exhibits are filed with this report:

Index of Exhibits

Exhibit No.	Exhibit Name

Exhibit 3.1*	Articles of Incorporation
Exhibit 4*	Instruments Defining the Rights of Security Holders
Exhibit 31.1	Rule 13a-14(a) Certifications
Exhibit 31.2	Rule 13a-14(a) Certifications
Exhibit 32.1	Section 1350 Certifications

* Incorporated by reference to the same exhibit filed as part of the Company’s Registration Statement on Form 10.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 17th day of March, 2011.

	BRAVO RESOURCE PARTNERS LTD.

Date March 17, 2011	By:	/s/ Tyrone Carter
		Tyrone Carter, Acting Chief Executive Officer

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BRAVO RESOURCE PARTNERS LTD - FORM 10-Q - March 17, 2011

Attached files

BRAVO RESOURCE PARTNERS LTD Reports