U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended March 31, 2017

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

Commission File No. 000-33053

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BRAVO MULTINATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

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

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

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

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.  [   ]

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

Total shares outstanding common shares as of July 10, 2017 are 1,885,100 with 117 security holders.

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TABLE OF CONTENTS

PART I
Item 1.	Condensed Financial Statements	3
	Unaudited Consolidated Balance Sheets at March 31, 2017 and  December 31, 2016	4
	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31 2017 and 2016	5
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended  March 31, 2017 and 2016	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
Item 4(T).	Controls and Procedures	25
PART II
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mining Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	30
	Signatures	30

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PART I – FINANCIAL INFORMATION

Item 1.- Financial Statements.

BRAVO MULTINATIONAL INCORPORATED

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 The accompanying notes are an integral part of these financial statements

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 The accompanying notes are an integral part of these financial statements

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 The accompanying notes are an integral part of these financial statements

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – Organization & Description of Business

 

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

 

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

 

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

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business - continued

 

On May 4^th, 2016 the company entered into an agreement to purchase 500 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, a company owned by our consultant and major shareholder, Julios Kosta. On May 6^th, 2016 the transaction closed and an initial purchase of 150 gaming machines was completed, with the balance of machines to be purchased over approximately 18 months, prior to December 31, 2017. This initial purchase was paid for with the issuance of 12,500,000 common restricted shares (pre reverse split) valued at $337,500 of the registrant and an open loan held by the seller in the amount of $337,500 at an annual rate of 3.5%. Through the year ended December 31, 2016, the company contracted GameTouch LLC, a company owned by our consultant and major shareholder, Julios Kosta to re-sell this equipment.  For each gaming machine that GameTouch sells they will receive a commission of $950.   

   

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.

 

                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”).

Cash and Cash Equivalents

 

Cash and cash equivalents 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.

 

   Inventory

 

The Company calculates inventory utilizing the first-in, first-out method (FIFO) of determining cost.

 

Earnings (Loss) per Share

 

Earnings 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.

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

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.

 

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.

 

Fair Value of Financial Instruments

 

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 given their short term nature or effective interest rates.

 

   Revenue Recognition

 

The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.    

 

   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.  The average lives range from five (5) to seven (7) years.  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.  

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

 

Restatement

 

The Company has restated the year ended December 31, 2015 by increasing net loss by $287,598 to $2,510,768.  The increase in the loss was due to the impairment of fixed assets in the amount of $287,598. Prepaid expenses were also reduced by $214,861 and Additional Paid in Capital was reduced $214,011 for a cancellation of stock issued in the amount of $850 due to a termination of a consulting contract.

Due to the restatement of items in the year ended December 31, 2015, certain items have been restated in the three months ended March 31, 2016. Those items include the elimination of depreciation in the amount of $ 22,575 and an increase to professional fees in the amount of $4,000. Therefore net loss for the three months ended March 31, 2016 has decreased by $18,575 from $ 362,871 to $344,296.

 

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 Standards

 

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

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 of $26,323,400 as of March 31, 2017.

 

The Company has begun to generate income from its sales of inventory of gaming equipment and anticipates that this income may sufficiently support the ongoing operating expenses of the Company going forward.

 

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 – Fixed Assets

 

    Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

 

   For the three months ended March 31, 2017 and 2016 depreciation expense was $57 and $-0-, respectively.

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 –  Related Party Transactions   

During the three months ended March 31, 2017, twenty (20) gaming machines were sold to a company controlled by Mr. Paul Parliament the company’s chief executive officer, a related party for a total of $140,000.  The sale reduced the note payable to Mr. Parliament in the amount of $76,000.  During the three months ended March 31, 2017 the company sold 10 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $67,500.  During the three months ended March 31, 2017, forty-five (45) gaming machines were sold to a company controlled by Mr. Doug Brooks, a director of the company, a related party for a total of $315,000.  The sale reduced the note payable to Mr. Brooks in the amount of $171,000.  In another transaction the company also sold 10 gaming machines to Mr. Brooks, a director of the company, a related party for a total of $70,000.  The sale reduced the note payable to Mr. Brooks in the amount of $38,000.

 

During the three months ended March 31, 2017 GameTouch LLC a related party, sold equipment and collected the receipts of those sales on behalf of the company in the amount of $525,000, including those sales to related parties listed above.  GameTouch LLC also received from the company commissions in the amount of $71,250 for the three months ended March 31, 2017 related to the sales.

 

During the three months ended March 31, 2017 the company purchased 100 gaming machines for resale from Centro de Entretenimiento y Diversion Mombacho S.A., a related party for $450,000 which is to be paid 50% in cash as a note payable and 50% as common stock. The number of stock to be delivered to pay the $225,000 is due on demand and will be valued at low closing price on demand date.

 

During the three months ended March 31, 2016 the company did not own any inventory and therefore had $-0- sales.

 

Directors Loans consist of four (4) loans from directors at March 31, 2017 and December 31, 2016.  The loans accrue interest at 8% and mature in October 2018.  Directors Loans were $1,076,229 and $1,376,480 at March 31, 2017 and December 31, 2016, respectively.  Interest Expense for the three months ended March 31, 2017 and 2016 was $39,176 and $1,258, respectively.

 

Note payable - related party consists of amounts due to Julios Kosta and Martin Wolfe, both major stockholders of the company. Both loans accrue interest at 8% and mature in October 2018.  Note payable to Julios Kosta was $462,886 and $457,886 at March 31, 2017 and December 31, 2016, respectively. Note payable to Martin Wolfe was $211,408 at March 31, 2017 and December 31, 2016.

 

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.

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7 – Notes Payable

 

Notes Payable consists of the following unsecured notes:

 

   Interest Expense for the three months ended March 31, 2017 and 2016 was $219 and $600, respectively.

 

NOTE 8 –Inventory Loan Payable

Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A.  Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete.  Amount due at March 31, 2017 and December 31, 2016 was $103,500 and $99,000, respectively.  

NOTE 9 – 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.

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 and 50,000,000 shares of preferred stock.   

 

Reverse Stock Split 

On January 16, 2017, the Company amended its certificate of incorporation to effect 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.

NOTE 10 – Commitments

The Company leases office space in Niagara On the Lake, Ontario, Canada from a Canadian company owned by Paul Parliament, a related party.  The original lease was from April 2015 through May 2017 at a rate of $1,884 per month.  The lease has been extended through December 2017 at a reduced rate of $942.  Rent expense for the three months ended March 31, 2017 and 2016 was $3,768 and $7,536, respectively.

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BRAVO MULTINATIONAL INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - Subsequent Events  

On May 30, 2017 the Company signed an agreement to advance 100 additional gaming machines purchase (as per the Equipment Purchase Contracts signed May 4, 2016) for a total new advance of 100 units in aggregate at a cost of $445,000 to be paid 50% in cash as a loan payable and 50% in common restricted stock.    

On May 30, 2017, the Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares, 75,000 shares effective May 30, 2017, and the remaining 75,000 to be issued September 30, 2017.  The Contract is for 2-years starting May 30, 2017, at a total cost of $105,000.

On June 2, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust on the principal sum of Twenty Two Thousand Four Hundred Dollars US ($22,400), at an at Eight percent interest (8%) rate per annum. Payments of interest were to be made on a quarterly basis from the date of this Note until maturity Twenty Four (24) months from the date. Subsequently, the note immediately converted on June 2, 2017 to 40,000 restricted 144-shares at $0.56 per share; no interest accrued.

 

On June 18, 2017 all shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those share cancelled and return to Company's Preferred 'A'Share treasury, leaving -0- Shares issued and outstanding.

On June 22, 2017 the Company issued a promissory note on the principal sum of $35,000 for 12 months at 8%.  The note was issued as a full settlement on wages resulted from Mr. Martin Wolfe’s past employment contract.

 

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Rentcom, Inc. for a financed amount of $76,000, all principle plus $3,040 in interest due in one lump payment by December 30, 2017.  The Loan is guaranteed by Douglas Brooks, Principal officer at Rentcom, Inc.

 

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $152,000, all principle and $6,080 in interest due in one lump payment by December 30, 2017.  The loan is guaranteed by Paul Parliament, Principal Officer at Investcom, Inc.

 

On July 5, 2017 Mr. Martin Wolfe converted his October 3, 2016 Promissory Note of $208,732 plus accrued interest of $12,523 for total note conversion of $221,256 to common restricted shares. The Company issued 72,520 144-restricted Common shares at $3.051 per shares based on a three days trailing average per terms and conditions stated in the note.

 

After March 31, 2017 up through the date of this report, July 10, 2017, the Company issued 1,023,655 shares of common stock bring the total shares outstanding to 1,885,100. The 1,023,655 increase in shares were issued for payables related to inventory purchases, accrued compensation, consulting agreement and conversion of two (2) notes payable - Mr. Toghrol Dindoust and Mr. Martin Wolfe per above.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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

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

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

Company Overview

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars.  On September 1, 2004, our name was changed to Consolidated General Corp., 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, what is the purchase and leasing of gaming equipment.  The change of name was the to be 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,” and 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.

Former Business

Over the years, and prior to our entry into the business of the leasing of gaming equipment described below, we have been engaged in various businesses, including the leasing of mining claims.  On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from Bisell Investments Inc. and New Vision Financial Ltd., two of our then major stockholders, for a total of 90,000,000 shares of our common stock.  We acquired a 100% interest in 103 acres, and a 29.167% interest in 76.63 acres, respectively.  We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of L

Management (the “BLM”), each of which covered approximately 20 acres, or approximately 100 acres in total.   

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.

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.  However it should be noted that 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 new 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.

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 Current Business

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

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

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

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

Risk Factors

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

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

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

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

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

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

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

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

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

· Local economic and competitive conditions;

 

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

 

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

 

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

 

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

 

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

 

-17-

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

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

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

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

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

Conflict of Interest.  Paul Parliament, our chairman, president, chief executive officer, and director, and Douglas Brooks, our vice president and director have an indirect conflict of interest inasmuch as they have a private business relationship with GameTouch, LLC., a company controlled by one of our consultants and current major stockholder, Julios Kosta, from whom Mr. Parliament and Mr. Brooks purchased gaming equipment.

Competition

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

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Markets and Major Customers

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

Regulations

The gaming industry is subject to extensive governmental regulation by federal, state and local governments, as well as tribal officials or organizations and foreign governments.  While the regulatory requirements vary by jurisdiction, most require:

· Licenses and/or permits;

· Findings of suitability for the operator, as well as individual officers, directors, major shareholders, and key employees;

·Documentation of qualifications, including evidence of financial stability; and 

·Other required approvals for manufacturers or distributors of gaming equipment and services, including but not limited to new product approvals.

 

Gaming laws and regulations serve to protect the public and ensure that gaming related activity is conducted honestly, competitively, and free of corruption.  Regulatory oversight additionally ensures that the local authorities receive the appropriate amount of gaming tax revenues.

Certain regulators not only govern the activities within their jurisdiction, but also monitor activities in other jurisdictions to ensure that the operator complies with local standards on a worldwide basis.  For example, the State of Nevada requires that its licensees maintain Nevada standards for all operations worldwide.  Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.  We will require that our potential lessees maintain any required licenses to use our equipment in their facilities.

Since we do not manufacture gaming equipment, we are not subject to license requirements applicable to gaming equipment manufacturers.

Patents and Intellectual Property

We do not have any patents or trademarks.

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Key Personnel

Our future financial success depends to a large degree upon the personal efforts of our key personnel. As of the date of this report, we have  three employees, Paul Parliament, our chairman, president, chief executive officer, and director, Richard Kaiser, our  interim chief financial officer, secretary, corporate governance officer and director, and  Douglas Brooks, our vice-president and director, all of whom will play a major role in securing the services of those persons who can develop our business strategy upon receipt of sufficient funds to pay for such services either from success through receipt of funds from earnings, borrowing or sales of our securities.  While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed.  We have employment agreements with each of Messrs. Parliament, Brooks, and Kaiser, and consulting agreement with Julio Kostas.  

Employees

As noted above, we currently have three employees. We anticipate that we will hire any additional employees over the next 12 months.  As our operations expand, we will need to employ additional personnel.  We do not feel that we would have any difficulty in locating needed help.

From time-to-time, we anticipate that we will use the services of independent contractors and consultants to support our business development and who have experience in the sale and leasing of gaming equipment in Central and South America, such as Julio Kosta, one of our major stockholders.  We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.

Mr. Martin Wolfe, didn't seek election as director at the annual shareholder meeting, held September 28, 2016, and subsequently, resigned as the Company's chief financial officer on February 28, 2017 (See Form 8-K).

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 590 York Road, Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0, telephone (716) 803-0621. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report. 

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Going Concern

As of March 31, 2017 the registrant had an accumulated deficit of  $26,326,400 

During the three months ended March 31, 2017, the registrant increased net cash of  $ 24,531 from operating activities.  These factors raise substantial doubt about the registrant’s ability to continue as a going concern.

While we are attempting to commence operations and 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.

  FOR THE THREE MONTHS ENDED MARCH 31, 2017 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2016

 

Revenues

 

For the three months ended March 31, 2017 the Company recorded $673,000 in revenue, compared to revenue of -0- the three months ended March 31, 2016. Cost of goods sold was $444,100 compared to $-0- of cost of goods sold in the prior period.

Operating Expenses

 

For the three months ended March 31, 2017, the Company incurred commission expense of $71,250 compared to $-0- for the three months ended March 31, 2016.  The increase is due to the commission paid in sales of gaming machines sold.

For the three months ended March 31, 2017, the Company incurred $20,333 in marketing expense as compared to $-0- for three months ended March 31, 2016. The increase is from financial marketing and investor relations activities.

For the three months ended March 31, 2017, the Company incurred $105,231 in professional fees compared to $132,119 for the same period in the prior year. Professional fees are mainly for accounting, auditing and legal services associated with our quarterly filings as a public company. The decrease is due to decreased  in legal fees.

For the three months ended March 31, 2017, the Company incurred $17,856 in general and administrative expense as compared to $16,229 for the same period in the prior year; an increase of $1,627 or 10.0%. The increase is in conjunction with our increased business activities as we pursue more gaming equipment and machine sales.  

Net Loss

 

For the three months ended March 31, 2017 we realized a net loss of $150,123 as compared to net loss $344,296 for the same period in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash provided by operating activities was $326,984 for the three  months ended March 31, 2017 compared to ($138,075) used in operating activities for the three months ended March 31, 2016. This increase in cash used was mainly attributable to increases in cash adjustments for sales of equipment and changes within the assets and liabilities.

Net cash flows provided by investing activities was -0- for the three months ended March 31, 2017 compared to $100,000 for the three month ended March 31, 2016. The decrease was primarily from no such action during the quarter ending March 31, 2017.

Net cash used in financing activities was $(302,453) for the three months ended March 31, 2017 compared to $35,749 provide by financing activities for the three months ended  March 31, 2016. The decrease was primarily due to payments on both notes and director loans, accordingly.

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

-21-

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

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

Seasonality of Business

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

Impact of Inflation

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

Adequacy of Working Capital

We hope to generate sufficient capital to fund our business plan through investments in our securities, revenues from operations, or borrowings.  See Item 7.  “Management's Discussion and Analysis of Financial Condition and Results of Operations – Financing Activities.” If we are not able to raise additional capital as described above, or if we are unable to raise additional capital on terms that are reasonable, we would not be able to continue and our business would fail.  As of the date of this report, we do not have any commitments for financing.

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

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

Critical Accounting Policies

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

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

We evaluate our long-lived assets for financial impairment on a regular basis in accordance with FASB ASC 360, “Property, Plant and Equipment” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them.  At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. 

-22-

Stock-Based Compensation

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

Recently Issued Accounting Pronouncements

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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangement

Corporate Actions

On February 13, 2017 the Company filed with U.S. Securities and Exchange Commission an Information Statement- DEF 14 C, which was mailed to its shareholders of record as of January 16, 2017.  The mailer voted in favor of a Reverse Stock Split, Election of Directors, Authorization of additional Class of Shares and Change in Auditor

Reverse Stock Split 

 

The Articles of Incorporation of the Company were amended to provide that each three hundred shares of common stock outstanding will be converted into one share of common stock (reverse 300:1) of the Company.

Election of Directors

 

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

Paul Parliament	Director
Douglas Brooks	Director
Richard Kaiser	Director

 

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Authorization of Additional Shares

 

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

Change in Auditor

Kappin Professional Corporation, Certified Public Accountants, Licensed Public Accountants, was approved to act as our outside auditors for our fiscal year ending December 31, 2016 and December 31, 2017.  Kappin Professional Corporation subsequently resigned from this position.

Contract Cancellations, Contract Changes, and Officer Changes

Jack Frydman's consulting agreement was cancelled January 6, 2017, and no further compensation has been given to him since September 1, 2016.  Mr. Frydman agreed to the cancellation of his contract. Mr. Martin Wolfe resigned as the Company's CFO and Treasurer, effective February 28, 2017. Mr. Richard Kaiser February 28, 2017 was appointed as Interim CFO, whereas Mr. Kaiser's positions with Company are Interim CFO, Secretary, Corporate Governance Officer and Director. On January 6, 2017 the Company's Investor Relation Firm RedChip Companies, Inc. agreed to reduce it contract compensation amount from $5,000 to $2,500 per month.

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

On May 30, 2017, the Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares, 75,000 shares effective May 30, 2017, and the remaining 75,000 to be issued September 30, 2017.  The Contract is for 2-years starting May 30, 2017, at a total cost of $105,000.

Recapitalization and Further Auditor Changes

On April 3, 2017, FINRA-approved the Company's 1:300 reverse stock split.

On April 16, 2017, BF Borges CPA PC became the Company's new auditing firm, located in Colorado. (see Form 8-K)

On April 12, 2017 the Board of Directors of Bravo Multinational Incorporated (the "Company") were notified of the resignation of Kappin Professional Corporation - Certified Public Accountants and Chartered Accountants, Toronto, Canada (Kappin) as the Company's independent accountants, effective immediately. Kappin was retained and the Company never filed with the SEC audited financial statements which used the opinion of Kappin. Following Kappin's resignation on April 12, 2017 the Board appointed the firm of BF Borges CPA PC, to serve as the Company's independent public accountants.

Promissory Note

On June 2, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust on the principal sum of twenty two thousand dollars US ($22,400), at an at Eight percent interest (8%) rate per annum. Payments of interest shall be made on a quarterly basis from the date of this Note until maturity Twenty Four (24) months from the date. Subsequently, the note immediately converted on June 2, 2017 to 40,000 restricted 144-shares; no interest accrued.

On June 22, 2017 the Company issued a promissory note on the principal sum of $35,000 for 12 months at 8%.  The note was issued as a full settlement on wages resulted from Mr. Wolfe’s past employment contract.

On July 5, 2017 Mr. Martin Wolfe converted his October 3, 2016 promissory note of $208,732 plus accrued interest of $12,523 for total note conversion of $221,256 to common restricted shares. The Company issued 72,520 shares of 144-restricted Common stock at $3.051 per shares based on a three days trailing average per terms and conditions stated in the note.

 

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

 

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

-24-

Item 4.Controls and Procedures.

 

See Item 4(T) below.

Item 4(T).Controls and Procedures.

 

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

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

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

 

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

 

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

 

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

-25-

Evaluation of Disclosure and Controls and Procedures.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act, and for evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d -15(e)).  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at March 31, 2017, due to the fact that there is no effective separation of duties, which include monitoring controls between management.  The controls were also evaluated for December 31, 2016 and there have not been any changes since then. We intend to hire additional employees when we obtain sufficient capital.

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

 

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

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

Item 1A. Risk Factors.

 

Not applicable.

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

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

- On May 5, 2016 we issued 9,329 shares of our common stock to Julios Kosta in connection with the closing of an asset purchase contract, with a value of $75,564. *

- On May 5, 2016 we issued 166,667 shares of our common stock to Bravo Gaming Corporation, a wholly owned subsidiary of Bravo Multinational Incorporated, with a value of  $1,250,000.

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

- On May 5, 2016 we issued 3,334 shares of our common stock to Lori Goldfinger in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,532 shares of our common stock to Silvia Ibarra  in connection with the closing of an asset purchase contract, with a value of  $28,601*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Uri Igra in connection with the closing of an asset purchase contract, with a value of $27,000*

- On May 5, 2016 we issued 3,334 shares of our common stock to Micheal Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Lisa Kosta in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Daryl Nisivoccia in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 3,334 shares of our common stock to Olga Lopez Rojas in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 474 shares of our common stock to Andrew Vajda in connection with the closing of an asset purchase contract, with a value of $3,834.*

- On May 5, 2016 we issued 3,334 shares of our common stock to David Ziruinikoff  in connection with the closing of an asset purchase contract, with a value of $27,000*.

- On May 5, 2016 we issued 9,540 shares of our common stock to Claudia Cifuentas Robles in connection with the closing of an asset purchase contract, with a value of $372,045* 

- On June 30, 2016 we issued 1,982 shares of our common stock to Allen Simon as per his advisory agreement contract for the pay period of the preceding 8 months, with a value of $19,250.*

- On July 12, 2016  3,744 of our common stock to Julios Kosta as per his employment contract for pay compensation, with a value of $23,583.*

- On July 20, 2016 we issued 24,766 of our common stock to Douglas Brooks for Promissory Note conversion with a value of $112,275.*

- On July 20, 2016 we issued 42,219 of our common stock to Paul Parliament for Promissory Note conversion with a value of $191,614.*

- On August 1, 2016 we issued 3,334 shares of our common stock to RedChip Companies Inc., for Pubic Relations services as per a contract, with a value of $17,000*

- On September 19, 2016 we returned to treasury for cancellation 10,000 shares of our common stock issued to FMW Media Works Corp., with original issuance value of  $84,000.*

-On April 6, 2017 we issued 441,176 shares to Mr. Julios Kosta on an advance asset purchase contract of 100 gaming machines, valued at $225,000.

-On May 30, 2017 we issued 321,429 shares to Mr. Julios Kosta on an advance asset purchase contract of 100 gaming machines, valued at $225,000.

-On May 30, 2017, we issued 75,000 share of our common stock to Ms. Kim Davis of Var Growth, Inc. for marketing consultation services as per contract terms, valued at $52,500.

-On June 2, 2017 we issued 40,000 shares to Mr. Toghrol Dindoust on a promissory note conversion valued at $22,400.

-On July 5, 2017 we issued 72,520 share to Mr. Martin Wolfe on conversion of his October 3, 2016 promissory note, valued at $221,256.

The Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares, 75,000 shares effective May 30, 2017,

*Adjustments to stock issuance accounts for the reverse split of 1:300 common shares effectuated April 3, 2017, all fractional share amounts after split round upwardly to next whole share.

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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 took 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. 

 

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

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 preferred stock, par value $0.0001 per share, of which 5,000,000 shares are issued and outstanding.  There is no trading market for the shares of our preferred stock.

On June 18, 2017 all shareholders voted in favor to return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Share treasury, leaving -0- shares issued and outstanding.

Pending Machine Sales Contract

 

The Company signed gaming machine contracts during the quarter ended March 31, 2017 but a percentage as such had yet to close. All closed sales will show as revenues in those months in which the contract transactions are finalized. 

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On April 6, 2017 The Company’s board agreed on a 100 gaming machine advance delivery from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation, and agreed to issue- effective April 6, 2017, on the amount $225,000 (Two Hundred Twenty Five Thousand Dollars) restricted 144-Shares at $0.51 price per share, closing price of BRVO’s shares.

On May 30, 2017 the Company’s Board of Directors agreed on another 100 gaming machine advance delivery from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation, and agreed to issue- effective May 30, 2017, on the amount $225,000 (Two Hundred Twenty Five Thousand Dollars) restricted 144-Shares at $0.70 price per share, closing price of BRVO’s shares.

On May 30, 2017, the Company’s Board of Directors unanimously signed a “Letter of Intent” with Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation, on a 300 gaming machine purchase on behalf of Bravo Multinational Incorporated.  These machines upon closing a definitive agreement will be owned by Bravo Multinational Incorporate and placed on the Company’s financial statements as asset -revenue generators.  The machines are to be purchased with BRVO’s restricted 144-shares at a price per share of $0.70 (Seventy Cents), the share closing price on May 30, 2017.

 Gaming Machine Loans

 

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Rentcom, Inc. for a financed amount of $76,000, all principle plus $3,040 in interest due in one lump payment by December 30, 2017.  The Loan is guaranteed by Douglas Brooks, Principal officer at Rentcom, Inc.

On June 30, 2017 the Board of Directors agreed to provide financing for 6-month (due December 30, 2017) at 8% per annum for gaming equipment purchases by Investcom, Inc. for a financed amount of $152,000, all principle and $6,080 in interest due in one lump payment by December 30, 2017.  The loan is guaranteed by Paul Parliament, Principal Officer at Investcom, Inc.

 Consulting Agreement

 

On May 30, 2017, the Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, who has been hiring to provide marketing consultation.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares.  75,000 shares effective May 30, 2017, and the remaining 75,000 to be issued September 30, 2017. The Contract is for 2-years starting May 30, 2017, at a cost of $105,000.

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Item 6.-Exhibits.

Exhibit No.	Identification of Exhibit
10.1*	Promissory Note Marty Wolfe-June 22, 2017
10.2*	Machine Loan- Rentcom, Inc.-June 30, 2017
10.3*	Machine Loan-Investcom, Inc.-June 30, 2017
10.4*	Consulting Agreement- Kim Davis-May 30, 2017
10.5*	Amended Employment Contract-Kaiser-April 6, 2016 (Original contract filed on Form 10K- March 24, 2015 (www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1019.htm" Exhibit 10.19)
10.6*	Employment Contract-Parliament-March 22, 2017

10.7*	Advance Machine Purchase Agreement-March 29,2017
10.8*	Advance Machine Purchase Agreement-May 30,2017
31.1*	Certification of Chief Executive Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification Chief Financial Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 .
32.2*	Certification of Chief Financial Officer of Bravo Multinational Corporation, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101*	XBRL Exhibts

____________

*

Filed herewith.

SIGNATURES

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

BRAVO MULTINATIONAL CORPORATION

Date: July 10, 2017

 

By /s/ Paul Parliament

    Paul Parliament, Chief Executive Officer and Chairman

By /s/Richard Kaiser

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

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