ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our unaudited financial
statements and related notes thereto included in Part I, Item 1, above. We also urge you to review and consider our disclosures describing
various risks that may affect our business, which are set forth under the heading “Risk Factors,” below.
Forward Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking
statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
·our future strategic plans
·our future operating results;
·our business prospects;
·our contractual arrangements
and relationships with third parties;
·the dependence of our
future success on the general economy;
·our possible future financing
·the adequacy of our cash resources
and working capital;. and
·the Covid-19 pandemic
From time to time, we or our representatives have made or may make forward-looking
statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements
made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission.
Words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”,
“estimate”, “project or projected”, or similar expressions are intended to identify “forward-looking statements”.
Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors
that could cause actual results to differ materially from such forward-looking statements.
Covid-19
Management is currently aware of the global and domestic issues arising from
the Covid-19 pandemic and the possible direct and indirect effects on the company’s operations which could have a material adverse
effect on the company’s current financial position, future results of operations, or liquidity, because its current operations are
limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status,
could have a negative impact on the company’s prospects and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii)
possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company
seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable
outcomes to litigation involving the company or to which the company may become a party in the future, and (vi) a very competitive and
rapidly changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge
from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such
risk factors on the company’s business or the extent to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.
The financial information set forth in the following discussion should be
read with the financial statements of Bravo Multinational, Inc. included elsewhere herein.
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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 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.
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. On April 3, 2017, FINRA- recognized and allowed the Company’s
1:300 reverse stock split.
On October 4, 2019 the Company amended its Articles of Incorporation to designate
10,000,000 shares of its preferred stock to Preferred Stock Series A. The Series A will have a par value of $0.0001 per share, will be
entitles to receive one hundred (100) time the dividends per share of common stock, will have 100:1 stock voting rights, 100:1 liquidation
rights and conversion ratio of 1:100 to common stock. In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001
per share, Bravo Multinational is authorized to issue 50,000,000 shares of “Blank Check” Preferred stock of which 10,000,000
have been issued leaving 40,000,000 authorized but unissued, par value $0.0001 per share. There are no “Blank Check” preferred
shares outstanding and no trading market for the shares of our “Blank Check “preferred stock.
On August 3, 2020, both the Board of Directors of the Company and the consent
of the majority of the shareholders agreed in changing the Company’s incorporation from the State of Delaware to the State of Wyoming.
On September 29 2020, the Company filed and mailed an “Information Statement” to all shareholders of the record date, September
25, 2020, notifying shareholders of this approval to change the Company’s state of its incorporation domicile from the State of
Delaware to the State of Wyoming through a Reincorporation Merger of Bravo Multinational, Inc. a Delaware Corporation (Bravo Delaware)
into its wholly owned Wyoming subsidiary Bravo Multinational, Inc. (Bravo Wyoming).
On October 09, 2020, The Company moved it state of incorporation from the
State of Delaware to the State of Wyoming. After the move to Wyoming, authorized capital of Bravo Multinational Incorporated consists
of an unlimited number of shares of Common Stock, par value $0.0001 per share, an unlimited number of shares of Preferred Stock, $0.0001
par value per share and an unlimited number of shares of Series Preferred ‘A’ stock at a par value of $0.0001, which has the
same characteristics as described above. The reincorporation did not affect total stockholder equity or total capitalization of the Company.
Current Business
We are engaged in the business of leasing and selling gaming equipment. We,
however, ceased operations in Nicaragua due to political and economic instabilities. We are planning to operate our business in the US
and within other more stable democracies in Latin America.
During October 2017 severe weather, hurricanes, rain and flooding occurred
in Nicaragua where the company had its gaming machines operation. Lower tourism and local traffic due to these uncontrollable weather
issues had an effect on the Company’s machine revenues during the fourth quarter of 2017. The Company had purchased 300 gaming machines
that were placed in casinos where they were producing a monthly revenue stream based on net wins of the each machine. Consequently, revenue
and account receivable due on these machines cannot be collectable due to the social and economic conditions which prevailed after the
storms. Currently, the country has economic and trade sanctions in place by the U.S. Government.
On or about the first week of December 2017, Centro de Entretenimiento y
Diversion Mombacho S.A. and GameTouch, LLC notified management of serious issues throughout the Country of Nicaragua. Civil unrest started
due to lack of simple social services, like electricity, running water and destroyed infrastructure from Hurricane Nate. The ever
growing political and civil unrest affected the country’s economy, which had a direct effect on the gaming industry in Nicaragua.
The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. On December 30, 2017, management
canceled the business contracts with both Centro de Entretenimiento y Diversion Mombacho S.A. and GameTouch, LLC. Subsequently, The US
Government placed trade and financial sanctions on the Government of Nicaragua, which greatly affected BRVO’s business practices
in the country. As of January 2018, the Company ceased operations in Nicaragua.
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Management continues to look at other opportunities outside of the casino
gaming industries as those opportunities present themselves. Management is in the process of conducting due diligence and negotiations
in connection with other opportunities outside of the casino gaming industry. If a viable opportunity becomes available, management will
determine if such an opportunity is accretive to the Company which could create shareholder value.
Former Business
We currently own 76.63 acres within seven patented claims with a 29.167%
ownership interest. We allowed all of our BLM (Bureau of Land Management) unpatented and placer claims to expire. We may look to expand
on our mining claim holdings in the future. Currently, the carrying value on such patented claims were fully impaired due to lack of economic
viability of such properties.
For a complete discussion of the mining activities on our mining claims conducted
by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC. However it should be noted that we were not
at any time a mining operator. As described above, the Company owns mining claims, but none of those claims are leased to a third
party. Since the mining operations no longer have any relevance to our business, we will only include financial information relating to
revenues, expenses, and results of operations and other relevant information our mining properties if a business operation occurs on such
claims.
Transfer Agent
Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon
Street, Portland, Oregon 97214, and telephone number (503) 227-2950.
Company Contact Information
Our principal executive offices are located at 2020 General Booth Blvd.,
Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com,
shall not constitute part of this report.
Current Directors
The following persons were elected to the board of directors to serve until
the next annual meeting or until their replacement is elected:
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Merle Ferguson
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Director
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Richard Kaiser
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Director
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Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Overall Operating Results:
Three Months – September 30, 2021 and 2020 Statements
Revenues for Company for the three months ended September 30 , 2021 and 2020 were $-0- and
$-0-. Gaming machine sales of $-0-. Management ceased operations in Nicaragua due to political and economic instabilities.
Cost of sales for the three months ended September 30, 2021 was $-0- and for the three months
ended Septermber 30, 2020 was $-0-. The Company had no sales during each of the three months ended September 30, 2020 and 2021.
Gross profit for the three months ended September 30, 2021 was $-0- and for the three months ended
September 30, 2021 was $-0-.
Total Operating expenses for three months ended September 30, 2021 was $127,116 compared to $140,213
for the three months ended September 30, 2020. The decrease during the three months ending Septermber 30, 2021 was attributed to a decrease
in Professional fees compared to the three months ending September 30, 2020.
Nine Months – September 30, 2021 and 2020 Statements
Revenues for Company for the nine months ended September 30, 2021 and 2020 were $-0- and
$-0-. Gaming machine sales of $-0-. Management ceased operations in Nicaragua due to political and economic instabilities.
Cost of sales for the nine months ended September 30, 2021 was $-0- and for the nine months ended
September 30, 2020 was $-0-. The Company had no sales during each of the nine months ended September 30, 2020 and 2021.
Gross profit for the nine months ended September 30, 2021 was $-0- and for the nine months ended
September 30, 2021 was $-0-.
Total Operating expenses for nine months ended September 30, 2021 was $400,264 compared to $60,380,149
for the nine months ended September 30, 2020. The decrease during the nine months ending September 30, 2021 was attributed to a decreases
in General and Administration cost, Professional fees and Consulting fees, and Board of Director fees compared to the nine months ending
September 30, 2020 when preferred shares were issued and recognized for the implementation of accounting rules for the handling of equity
based compensation.
Net Loss:
Net loss for the three months ended September 30, 2021 and 2020 were $127,203
and $100,173, respectively. The increase during the three months ending September 30, 2021 was attributed to not having a Loan Payable
Forgiveness reduction as in
September 30, 2020 of $40,040.
Net loss for the nine months ended September 30, 2021 and 2020 were $400,526
and a$60,331,489, respectively. The decrease during the nine months ending September 30, 2021 was greatly attributed in reductions in
General and Administrative cost, Professional Fees, Consulting Fees, and Board of Director fees compared to the nine months ending September
30, 2020 loss of $60,331,489 which was mostly contributed to the implementation of accounting rules for the handling of equity based compensation
on such fees.
Liquidity and Capital Resources:
As of September 30, 2021, the Company’s assets totaled $193, which consisted of cash of
$123 and prepaid expenses of $70. Our total liabilities were $1,220,099. As of September 30, 2021, the Company had an accumulated deficit
of $90,393,062 and a working capital deficit of $1,219,906.
As indicated herein, we need capital for the implementation of our business plan, and we will
need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time.
Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially
change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO and
CFO to advance funds as necessary in meeting our operating requirements.
New Accounting Pronouncements
Bravo Multinational, Inc. does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company’s operating results, financial position, or cash flow.
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the nine months ended September
30, 2021 was $45,042 and for the nine months ended September 30, 2020 was $46,403, respectively. The decrease in the amount of cash used
during the nine months ended September 30, 2021 was due to the decreases in Non-cash Adjustments and in Changes in Assets and Liabilities
when compared to the nine months ended September 30, 2020.
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Cash Flows from Investing Activities
Net cash used in investing activities was $-0- and -0- for the nine months
ended September 30, 2021 and 2020.
Cash Provided by (Used In) Financing Activities
Net cash provided by financing activities for the nine months ended September
30, 2021 was $38,892 and for the nine months ended September 30, 2020 was $46,403. The decrease amount was attributed to smaller
cash infusions by the Company’s directors and related parties that were used in operational and professional fee expenses.
Critical Accounting Policies
Our consolidated 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.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers
(“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in
an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this
core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations
in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and
(5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASU on January 1, 2018. Although the new revenue standard
is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue
recognition and the control activities within them.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses
before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately
to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through
the assumption of debt, is uncertain. These conditions raise substantial doubt as to the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue
our business.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of September 30, 2021.
Our management, with the participation of our (principal executive officer, and our principal
accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered
by this report.
Based on this evaluation, our management has concluded that, as of the end of such period, our
disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports
we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive
officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure.
The reason or these deficiencies are as follows:
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1).
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We have an inadequate number of personnel.
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2).
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We do not have sufficient segregation of duties within
our accounting functions.
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3).
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We have insufficient written policies and procedure over
our disclosures.
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Evaluation of Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process
designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal
financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management
and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent
limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements
would be prevented or detected.
Further, the evaluation of the effectiveness of internal control over financial reporting was
made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate,
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has conducted, with the participation of our principal executive officer and our principal
accounting officer, an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2021 in accordance
with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control
- Integrated Framework. Based on this assessment, management concluded that as of September 30, 2021, our Company’s internal control
over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal
control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the
management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies
to track and update our financial reporting.
Changes in Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in the internal
controls over financial reporting during the quarter ended September 30, 2021, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and
federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, some companies
have canceled conferences and travel plans and are requiring employees to work from home. Global financial markets have also experienced
extreme volatility and disruptions to capital and credit markets.
We are unable to predict the impact of the coronavirus on our operations at this time. Adverse
events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners
and customers, and other matters affecting the general work and business environment could harm our business and interfere with the pursuit
of our business plan. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We
continue to monitor the outbreak of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties
associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth
prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations,
it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.
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