SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A


(Amendment No. 3 to Form 10-K)10-K

(Mark                                                                                      (Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015.2017

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from January 1, 2015 to December 31, 2015

Commission File No. 000-53505

BRAVO MULTINATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

26-1266967

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


590 York Road,2020 General Booth Blvd, Unit 3230
Niagara On The Lake, Ontario, CANADAVirginia Beach, VA
(principal executive offices)


L0S 1J023454
(Zip Code)

Registrant’s telephone number, including area code:(716) 803-0621(757)-306-6090

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common stock, par value $0.0001 per share

(Title of class)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ] No [ X]


i


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive

proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Emerging Growth [ ]

 

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on February 29, 2016 (basedDecember 31, 2017 based on the closing sale price of $0.0396$0.58 per share of the registrant’s common stock, as reported on the OTCPKOTCQB operated by The OTC Markets Group, Inc. on that date)December 29, 2018 was approximately $10,430,870.$706,946 (1,218,873 shares held).  The stock price of $0.0396$0.58 at February 29, 2016,December 31, 2017, takes into account a one for 10300 reverse stock splitstock-split on March 6, 2014.January 16, 2017.  Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At February 29, 2016,March 6, 2019 the registrant had outstanding 263,405,8128,779,058 shares of common stock, par value $0.0001 per share.


ii



i

Table of Contents

INDEX

Page

PART I

Item 1.

 Business

2

Item 1A.

 Risk Factors

5

Item 2.

 Property

5

Item 3.

 Legal Proceedings

6

Item 4.

 Mine Safety Disclosures

6

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

7

Item 6.

 Selected Financial Data

16

Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

16

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

19

Item 8.

 Financial Statements and Supplementary Data

19

Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

19

Item 9A.

 Controls And Procedures

19

    PART III

Item 10.

 Directors, Executive Officers and Corporate Governance

21

Item 11.

 Executive Compensation

28

Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

31

Item 13.

 Certain Relationships and Related Transactions and Director Independence

32

Item 14.

 Principal Accountant Fees and Services

33

PART IV

Item 15.

 Exhibits, Financial Statement Schedules

34

Signatures

37

 

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EXPLANATORY

SPECIAL NOTE (III )REGARDING FORWARD-LOOKING STATEMENTS

PART I

On April 14, 2016, and April 15, 2016, we filed withExcept for historical information, this report contains forward-looking statements within the Securities and Exchange Commission our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  At the timemeaning of the filing of the Annual Report on Form 10-K and the subsequent filing of Form 10-K/A, amendments No 1. and No. 2, we did not properly check the following boxes:

- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)21E of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes [] No []

- Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)as amended (the “Exchange Act”).  Yes [] No []

This Amendment No. 3 to our Annual Report on Form 10-K/A is being filed to properly reflect the answers posed by the above instructions to check boxes, that were improperly checked on the filings made on April 14, 2016, and April 15, 2016, with the Securities and Exchange Commission with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The filing of this Form 10-K/A, Amendment No. 3, is not an admission that our Form 10-K and Form 10-K/As filed on April 14, 2016, and April 15, 2016, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make theSuch forward-looking statements made therein not misleading.

Except as described herein, no other changes have been made to our Annual Report on our Form 10-K and Form 10-K/As filed on April 14, 2016, and April 15, 2016.  We have not updated the disclosures in this Form 10-K/A, Amendment No. 3, to speak as of a later date or to reflect events which occurred at a later date, except as noted.

In the interest of clarity, we have decided to file this Form 10-K/A, Amendment No. 3, in its entirety due to the changes that we have made.



XBRL EXPLANATORY NOTE (II )

The purpose of Amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015 was to submit Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015.


Table of Contents

PART I

1

Item 1.

Business.

4

Item 1A.

Risk Factors.

9

Item 1B.

Unresolved Staff Comments.

15

Item 2.

Properties.

15

Item 3.

Legal Proceedings.

17

Item 4.

(Removed and Reserved).

17

PART II

17

Item 5.

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

17

Item 6.

Selected Financial Data.

22

Item 7.

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

22

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

26

Item 8.

Financial Statements and Supplementary Data.

26

Item 9.

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

26

Item 9A.

Controls and Procedures.

27

Item 9A(T).

Controls and Procedures.

27

Item 9B.

Other Information.

27

PART III

28

Item 10.

Directors, Executive Officers and Corporate Governance.

28

Item 11.

Executive Compensation.

33

Item 12.

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

35

Item 13.

Certain Relationships and Related Transactions and Director Independence.

38

Item 14.

Principal Accounting Fees and Services.

38

PART IV

39

Item 15.

Exhibits, Financial Statement Schedules.

39



2

EXPLANATORY NOTE (I)

On April 6, 2016, Goldland Holdings, Co. (the “registrant”) changed its corporate name to Bravo Multinational Incorporated.  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 interests of the registrant that the name of the registrant 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 registrant’s name and upon satisfaction of all regulatory requirements, the trading symbol for the shares of the registrant’s common stock should be changed to “BRVO,” and the registrant’s CUSIP identifier be changed to a newly issued number.  FINRA granted its approval of the change of the registrant’s name on April 6, 2015.  As a result of the change of name of the registrant, the registrant’s trading symbol was changed to “BRVO” and the CUSIP identifier was 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of theinvolve risks and uncertainties, inherent in all projected operational matters, the inclusion ofincluding, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements in this Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized.include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our revenues andactual results of operations are difficult to forecast and couldmay differ materiallysignificantly from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and uncertainties including,statements.  Factors that might cause or contribute to such differences include, but are not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel.  These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,events, as amended (the “Exchange Act”).  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to,well as those discussed in the section “Item 7.  Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1. Business. 

Item 1.Business.

Company Overview

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars.  On September 1, 2004, our name was changed to Consolidated General Corp., which triedand 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 April 6,March 22, 2016, ourthe 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 wasof the Registrant should be changed to Bravo Multinational Incorporated.Incorporated, to reflect its new business, which 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.” Registrant's CUSIP identifier has been changed to 10568F109.

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

On January 16, 2017, The Board of Directors of the Company unanimously approved an amendment to the Company’s Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-three hundred (1-for-300) reverse stock split of our common stock.  Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware. The amended Articles of Incorporation increased the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $.0001 per share. The preferred shares are blank check preferred. Registrant's CUSIP identifier has been changed to 10568F208.

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Former Business

Over the years, and prior to our entry into the business of the leasing of gaming equipment as described below, we have been engaged in various businesses, including the businessleasing of leasing mining claims. On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from Bisell Investments Inc. and New Vision Financial Ltd., two of our then major stockholders, for a total of 90,000,000 shares of our common stock.  We acquired a 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 Land Management (the “BLM”), each of which covered approximately 20 acres, or approximately 100 acres in total.   Subsequently, as a result of a survey we allowed our original BLM claims to lapse, and reapplied for new lode claims that are better oriented in the direction of the three veins in the mountain.  As a result, we

We currently own 14 unpatented lode claims covering 262.85 acres and 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 claimsclaim 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 noany time was Goldland Holdings a mining operator.  As descrieddescribed above, Goldland Holdingsthe Company owns and or maintains mining claims, whichbut 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.

Current Business

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

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 includesincluded 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 Fuentes Robales,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.

-3-


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 assessingAnd, Universal Equipment SAS, Inc. ceased operations and the inventory of machines was subsequently written-off.

       On May 4, 2016 the company closed an “Equipment Purchase Contract” agreement to purchase 500 gaming machines from Centro de Entretenimento y Diversion Mombacho S.A., a Nicaraguan corporation. The company then initiated a program to offer for retail sale individual gaming machines. The company engaged GameTouch LLC to oversee the promotion and sale of this equipment.

On May 30, 2017 the Company signed an agreement to purchase 100 additional gaming machines (as per the Equipment Purchase Contracts signed May 4, 2016) for a total new opportunitiesadvance 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 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.   The note earns $3,040 in interest, which is due in one lump payment by December 30, 2017.  The Loan is guaranteed by Douglas Brooks, Principal officer at Rentcom, Inc. (read Subsequent Event section).

On June 30, 2017 the leasingBoard 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. This note earns $6,080 in interest, which is due in one lump payment by December 30, 2017.  The loan is guaranteed by Paul Parliament Principal Officer at Investcom, Inc. (read Subsequent Event section).

On August 16, 2017 the Company completed an asset purchase for 300 slot and video poker machines, providing an immediate new revenue stream for Bravo. The contract is valued at $3,618,000.  These 300 gaming machines were to become operational in numerous locations throughout Nicaragua. Management employed the services of Centro de Entretenimiento y Diversion Mombacho S.A., a Nicaraguan corporation, to manage the daily operations of the machines, and the Company pays Centro de Entretenimiento y Diversion Mombacho S.A. a 25% managment fee per machine based on the net win of gaming equipment.revenues per machine.

Risks RelatedOn August 18, 2017, the Company upgraded its shares to Our Gaming Equipment Operationsthe QB trading platform on OTCMARKETS.COM (OTCQB.BRVO). The OTCQB trading platform allowed the Company to obtain greater market exposure as it initiates its next steps and advances the growth of the business.

We are affectedOn September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament.

-4-


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 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.


4U.S. Government.

 


Reductions in ConsumerOn or about the first week of December 2017, Centro de Entretenimiento y Diversion Mombacho S.A. and Corporate Spending.  Consumer demand for hotel/casino resorts, trade showsGameTouch, 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 conventions,destroyed infrastructure from Hurricane Nate.  The ever growing political and for luxury amenities is particularly sensitive to downturns incivil unrest affected the country’s 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 adversewhich had a direct effect on their business, financial condition, results of operations or cash flows.  Casinos are required to obtain and maintain licenses from the jurisdictions in which they operate, and are subject to extensive background investigations and suitability standards.  In some cases, a casino license may be subject to revocation at any time by government officials.  There can be no assurance that our prospective casino customers will be able to obtain new licenses or renew any of their existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked.  The loss, denial or non-renewal of any of their licenses could have a material adverse effect on their and our business, financial condition, results of operations or cash flows.

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

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

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 orin Nicaragua. The dangerous situation throughout Nicaragua eliminated BRVO from operating its gaming interests, effectively. Subsequently, The US Government placed trade and financial sanctions on the winningsGovernment of their gaming customers.  If the winnings of their gaming customers exceed their winnings, they may record a loss from gaming operations,Nicaragua, which could have a material adverse effect on their (and our)greatly affected BRVO’s 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.



5


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

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 extentCountry (read “Subsequent Event Section” 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.Filing).

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.



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

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

Conflict of Interest.  Paul Parliament, our chairman, president, chief executive officer, and director, has an indirect conflict of interest inasmuch as he has a private business relationship with Game Touch Technologies Inc., a company controlled by one of our consultants and current major stockholder, Julios Kosta, from whom Mr. Parliament purchased gaming equipment.  Game Touch has no business relationship with Goldland Holdings.

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.

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.  Currently, we do not have any customers.

Seasonality of Business

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

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;

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Documentation of qualifications, including evidence of financial stability; and



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·

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.

Impact of Inflation

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

Adequacy of Working Capital

We will apply great efforts to raise though equity or debt offerings what we feel is sufficient working capital for our intended business plan by various means.  If we are not able to raise additional capital, we would not be able to continue operations and our business may fail.

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.

Key Personnel

Our future financial success depends to a large degree upon the personal efforts of our key personnel, Paul Parliament, our chairman, president, chief executive officer, and director, Martin Wolfe, our chief financial officer, principal accounting officer, and director, Douglas Brooks, our vice president and director, and Richard Kaiser, our secretary and corporate governance officer, 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, Wolfe, Brooks, and Kaiser, and consulting agreements with FMW Media Works Inc., Vincent Caruso, Stephen Simon, and Delaney Equity Group, LLC.  See ““Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consulting Agreements.”



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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, 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.

Employees

As of the date of this report, we have four employees, Paul Parliament, our chairman, president, chief executive officer, and director, Martin Wolfe, our chief financial officer, principal accounting officer, and director, Douglas Brooks, our vice president and director, and Richard Kaiser, our secretary and corporate governance officer.  We currently anticipate that we will not 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 leasing of gaming equipment in Central and South America, such as Julios 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.

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,2020 General Booth Blvd., Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0,230, Virginia Beach, VA 23454, telephone (716) 803-0621.  Our Internet website is currently under construction.(757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report.

 

Item 1A.Risk Factors.Factors

Risks Relating to Our Business

Inasmuch as mining operations by our lessee have been terminated on our mining leases, the following discussion of Risk Factors relates only to our gaming equipment leasing business going forward.  However, we do still own 14 unpatented lode claims covering 262.85 acres and 76.63 acres within seven patented claims with a 29.167% ownership interest.  We will maintain their status for the foreseeable future.

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” the “company” or “Goldland Holdings” are to the business of Bravo Multinational Incorporated and our wholly-owned subsidiaries, Universal Entertainment SAS, Inc. and Bravo Gaming Corporation.

We are a holding company of several affiliated companies, with limited operating businesses.

Goldland Holdings has no recent operating history upon which you can evaluate our gaming equipment business and prospects.  You must consider the risks and uncertainties frequently encountered by companies whose businesses deal with gaming equipment leasing.  If we are unsuccessful in addressing these risks and uncertainties, our business, results of operations and financial condition will be materially and adversely affected.



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Our auditors have stated we may not be able to stay in business.

Our auditors have issued a going concern opinion, which means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.  Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations.  See “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In the future, we may raise additional capital though equity or debt offerings.

Our future revenues are unpredictable and our quarterly operating results may fluctuate significantly.

Although Goldland Holdings was incorporated in 1989, we have had only a limited operating history, and have no recent revenues.  We cannot forecast with any degree of certainty whether our proposed gaming equipment leasing business will ever generate revenue or the amount of revenue to be generated.  In addition, we cannot predict the consistency of our quarterly operating results.

We estimate that we will need at least $300,000 to fund our operations over the next 12 months, in addition to repaying or refinancing promissory notes, which are due within 12 to 24 months.  The outstanding liabilities include $158, 498 due to directors.

We may have difficulty in attracting and retaining management and outside independent members to our board of directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly held company.

Our shares of common stock are publicly traded on the “OTCPK” operated by OTC Markets Group, Inc. discussed below.  The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors.  Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims.  We currently do not carry directors and officers’ liability insurance.  Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain.  If we are unable to provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.

Compliance with changing regulation of financial reporting, corporate governance and public disclosure may result in additional expenses and diversion of management time and attention from operational activities.

Compliance with changing laws, regulations and standards relating to financial reporting, corporate governance and public disclosure, including new accounting standards, SEC regulations, and FINRA (Financial Industry Regulatory Authority) rules, are time consuming and expensive.  We have spent substantial amounts of management time and have incurred substantial legal and accounting expense in the past in complying with these federal securities laws.  Complying with these laws and regulations also creates uncertainty for companies such as ours.  These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity.  As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Any claims or threats of litigation could distract us from business operations and strategic planning, and costs of litigation or settlement could adversely affect our financial condition or results of operations.

Any claims made or litigation commenced against us, or our officers or directors, may distract our board of directors, management, or other key employees from business operations and strategic planning.  There may also be an increase versus prior periods in potential claims or litigation relative to our operational growth.  Claims resolution frequently entails a cost/benefit analysis, which would include consideration of the potential risks, expenses and impact to business operations.  We may determine to litigate or settle such claims (including threatened claims) even if we believe those claims have little or no merit.  The cost of litigation or settlements could adversely affect our financial condition or our results of operations.



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We have a very small management team and the loss of any member of this team may prevent us from implementing our business plan in a timely manner; our management has substantial outside business interests.

We have four executive officers and a limited number of additional consultants.  Our success depends largely upon the continued services of Paul Parliament, our chairman, president, chief executive officer, and director, Martin Wolfe, our chief financial officer, principal accounting officer, and director, Douglas Brooks, our vice president and director, and Richard Kaiser, our secretary and corporate governance officer.  We need additional executive personnel in order to fulfill our business plan and satisfy our reporting obligations as a public company in a timely fashion.  We do not maintain key person life insurance policies on the lives of any of our officers.  The loss of any of our officers could seriously harm our business, financial condition and results of operations.  In such an event, we may not be able to recruit personnel to replace our officers in a timely manner, or at all, on acceptable terms.

Furthermore, the employment agreements with our executive officers permit them to have outside business interests, such that they are not required to devote 100% of their working time to our business.  Mr. Parliament estimates that he spends about 80% of his working time on activities related to the activities of Bravo Multinational Incorporated .  Mr. Wolfe estimates that he spends about 60% of his working time on our activities.  Mr. Brooks estimates that he spends about 60% of his working time on activities of Bravo Multinational Incorporated .  Mr. Kaiser estimates that he spends about 60% of his working time on activities of Bravo Multinational Incorporated .  The fact that Messrs. Parliament, Wolfe, Brooks, and Kaiser have outside business interests could lessen their focus on our business.

We have substantial commitments that may require that we raise capital.

As of December 31, 2015, we had current assets of $441,952 current liabilities of $278,898Included in current assets are prepaid expenses related to a marking agreement capital deficit of $237,914.  A substantial part of our current liabilities consist of debts that we only have to pay if funds are available, such as amounts due related parties of $6,328.  However, we have $168,262 of accounts payable to third parties.  Our officers also have agreed to receive a portion their salaries in the form of shares of our common stock.  If our officers do not agree to receive our stock in payment of their salaries, and we are unable to make payments in cash, we will have to raise capital in order to pay our liabilities, which we expect would be dilutive to existing stockholders.

The continuing uncertainty in national and global economic conditions could negatively affect our business, results of operations and financial condition.

The recent financial crisis affecting the banking system and financial markets and the continuing uncertainty in national and global economic conditions resulted in a tightening in the credit markets, a low level of liquidity in many financial markets and extreme volatility in credit, equity and fixed income markets.  It is difficult to estimate the exact impact of the economic crisis on our business.  There could still be a number of unforeseen or unidentified follow-on effects from these economic developments on our business and our potential casino customers.  National economic risks that we have considered in our planning processes in the past 12 months include risks associated with the inability or unwillingness of banks to fund draws on revolving credit facilities, failure of our potential customers to pay us on a timely basis or at all, and delays in business and litigation-related expenditures by our potential customers.  If the global economy or the U.S. economy remains uncertain or weakens further, the consequences could have an adverse effect on our business, operating results and financial condition.

Risks Relating to Our Mining Properties

As we discussed above, although we still own our mining properties, we do not have a lessee currently conducting operations.  However, there are still some risks associated with our mining properties, including those risks described below.  For a complete discussion of mining operations conducted by our lessee, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.



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We have minimal revenue to date from our mining properties, which may negatively impact our ability to achieve our business objectives.

Since acquiring our mining properties in September 2007, we have experienced losses from our operations.

The properties in which we have an interest do not have any known reserves.

None of the properties in which we have an interest have any known reserves.  To date, we have engaged in only limited preliminary exploration activities on the properties. Accordingly, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts.

Silver Falcon, our lessee, has a limited operating history as a mining company, which may hinder Silver Falcon’s ability to make lease and royalty payments to us.

We do not have any operating history as a mining company upon which to base an evaluation of our current business and future prospects.  We have only owned mining properties since our acquisition of properties on War Eagle Mountain in September 2007.  Silver Falcon has only a limited operating history as a mining company.  Silver Falcon first entered the mining industry when it leased our properties on War Eagle Mountain in October 2007.  We do not have an established history of locating and developing properties that have mining reserves.  Currently, Silver Falcon is in default with respect to our lease and is not conducting any mining operations on our mining properties.

There are uncertainties as to title matters in the mining industry.  Any defects in such title could cause us to lose our rights in mineral properties and jeopardize our business operations.

Our mineral properties consist of private mineral rights, leases covering private lands, leases of patented mining claims and unpatented mining claims. Many of our mining properties in the United States are unpatented mining claims located on lands administered by the U.S. Bureau of Land Management (“BLM”), Idaho State Office to which we have only possessory title.  Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims.  These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record.  We believe a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, and this uncertainty is inherent in the mining industry.

The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs.  We also are generally allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores.  However, legal ownership of the land remains with the United States.  We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements.  Prior to 1994, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application to secure fee title to the mining claim from the Federal government.  The right to pursue a patent, however, has been subject to a moratorium since October 1994, through federal legislation restricting the BLM from accepting any new mineral patent applications.  If we do not obtain fee title to our unpatented mining claims, we can provide no assurance that we will be able to obtain compensation in connection with the forfeiture of such claims.

There may be challenges to title to the mineral properties in which we hold a material interest.  If there are title defects with respect to any properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property.  Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing production, exploration and development programs.



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We are required to share our profits derived from properties in which we do not own 100% fee title.

We only own a 29.167% undivided interest in 76.63 acres of land on War Eagle Mountain.  Under Idaho law, we are required to pay the other joint tenant owners of the land their pro rata share of any net revenues we derive from minerals extracted from their property, less operating costs we incur.  We do not have any formal agreement with the majority owners of the 76.63 acres of land on War Eagle Mountain regarding the allocation of revenues between 76.63 acres in which they have an interest and the other acreage we own or lease on War Eagle Mountain, or the determination and allocation of costs properly chargeable against revenues allocated to their interests.  Accordingly, there is a possibility that we may get into disputes with the majority owners of the 76.63 acres of land on War Eagle Mountain, which could adversely affect our profitability.

Risks Relating to Our Stock

Voting control of our shares is possessed by our management team.  Additionally, this concentration of ownership could discourage or prevent a potential takeover of Goldland Holdings that might otherwise result in a stockholder receiving a premium over the market price for his shares.

Paul Parliament, our chairman, president, chief executive officer, and director, Martin Wolfe, our chief financial officer, principal accounting officer, and director, Douglas Brooks, our vice president and director, and Richard Kaiser, our secretary and corporate governance officer, the management team of Bravo Multinational , and its subsidiaries, own approximately 13.78% of the outstanding shares of our common stock.  In addition, Messrs. Parliament, Wolfe, and Kaiser own collectively 2,250,000 shares of our Series A Preferred Stock.  Each share of the Series A Preferred Stock has voting rights equal to 100 shares of our common stock.  As a result, our management team has the power to vote 261,301,216 shares of our common stock, which number exceeds our outstanding shares of our common stock.  Furthermore, Mr. Wolfe owns all of the voting rights of Jack Frydman in 250,000 shares or our Series A Preferred Stock, which gives Mr. Wolfe additional voting rights of 25,000,000 shares of our common stock. Therefore, Messrs. Parliament, Wolfe, Brooks, and Kaiser can control all matters submitted to our stockholders for approval and to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control.  Additionally, this concentration of voting power could discourage or prevent a potential takeover of Bravo Multinational that might otherwise result in a stockholder receiving a premium over the market price for his shares.  See “Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Even though our shares are publicly traded, an investor’s shares may not be “free-trading.”

Investors should understand that their shares of our common stock are not “free-trading” merely becauseBravo Multinationalis a publicly-traded company.  In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.

The market price for our common stock will most likely continue to be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of net revenues which could lead to wide fluctuations in our share price.  The price at which you purchased our common stock may not be indicative of the price that will prevail in the trading market.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.

Secondly, we are a speculative or “risky” investment due to our lack of current revenues.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

An investor may be unable to sell his common stock at or above his purchase price, which may result in substantial losses to the investor.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel.  Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain the current market price, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

We may need to raise additional capital.  If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected.

We need to secure adequate funding.  We hope to be able to fund our business through the revenues from operations.  If our revenues are insufficient, we will need to raise the necessary capital through equity or debt offerings, which may reduce the value of our outstanding securities.  We may be unable to secure additional financing on favorable terms or at all.

Selling additional shares of our common stock, either privately or publicly, would dilute the equity interests of our stockholders.  If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  If we are unable to obtain adequate financing, we may have to curtail our operations and our business would fail.

Our issuance of additional common stock in exchange for services or to repay debt would dilute a stockholder’s proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.

Our board of directors may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our board of directors may deem relevant at that time.  It is likely that we will issue additional securities to pay for services and reduce debt in the future.  In fact, our current employment agreements with Messrs. Parliament, Wolfe, Brooks, and Kaiser, as well as various consultants, call for the issuance of shares of our common stock to pay a portion, if not all, of the compensation to be due to them.  It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.

The elimination of monetary liability against our directors, officers and employees under our certificate of incorporation and the existence of indemnification rights for our directors, officers and employees may result in substantial expenditures byBravo Multinational and may discourage lawsuits against our directors, officers and employees.

Our certificate of incorporation contains provisions which eliminate the liability of our directors for monetary damages toBravo Multinational and our stockholders.  Our bylaws also require us to indemnify our officers and directors.  We may also have contractual indemnification obligations under our agreements with our directors, officers and employees.  The foregoing indemnification obligations could result inBravo Multinational incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup.  These provisions and resultant costs may also discourageBravo Multinational from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefitBravo Multinational and our stockholders.



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Absence of dividends.

We have never paid or declared any dividends on our common stock.  Likewise, we do not anticipate paying, in the near future, dividends or distributions on our common stock or our common stock which may be sold in the future.  Any dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.

Our directors have the right to authorize the issuance of additional shares of our common stock.

Our directors, within the limitations and restrictions contained in our certificate of incorporation and without further action by our stockholders, have the authority to issue shares of common stock from time to time.  Should we issue additional shares of our common stock at a later time, each stockholder’s ownership interest in our stock would be proportionally reduced.  No stockholder will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

If we fail to remain current in our reporting requirements, we could be removed from the OTCPK, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTCPK must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCPK.  If we fail to remain current in our reporting requirements, we could be removed from the OTCPK.  In such an event, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our common stock will be limited, which would make transactions in our stock cumbersome and may reduce the investment value of our stock.

Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require:

·

That a broker or dealer approve a person’s account for transactions in penny stocks; and

·

That the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

·

Sets forth the basis on which the broker or dealer made the suitability determination; and

·

That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


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The market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

·

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

·

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

·

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

Not applicable.

Item1B.Unresolved Staff Comments.

 

None.

Item 2.Properties.

 

We sub-leasesub-leased 1,200 square feet of office space at 590 York Road, Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0, from a Canadian company owned by Paul Parliament, our chairman and president, under a leasesub-lease that runs from April 10, 2015, to May 20, 2017, at a rate of $1,860$1,884 per month.  We believe that allThis sub-lease was extended until December 31, 2017 and the monthly rental amount for the months of our facilities are adequate for at least the next 12 months.February 2017 through November 2017 were reduced to $942.00.   We expect that we could locate other suitable facilities at comparable rates, should we need more space.


In November 2018, the Company moved its offices to 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454. Current rent expense is zero, since the Company is sharing office space at no cost with its Director and Acting CFO, Mr. Richard Kaiser.

15


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

Our mining claims are listed below:

Name

Ownership Interest

Type of Claim

Acres

Poorman Lode Claim

29.167%

Patented

3.44

London Lode Claim

29.167%

Patented

17.52

North Empire Lode Claim

29.167%

Patented

1.25

Illinois Central Lode Claim

29.167%

Patented

2.85

South Poorman Lode Claim

29.167%

Patented

20.57

Jackson Lode Claim

29.167%

Patented

10.34

Oso Lode Claim

29.167%

Patented

20.66

Western Horn #3

100%

Unpatented Lode

19.5

Western Horn #4

100%

Unpatented Lode

20

Western Horn #5

100%

Unpatented Lode

20

Western Horn #6

100%

Unpatented Lode

20

Western Horn #8

100%

Unpatented Lode

13.5

Western Horn #9

100%

Unpatented Lode

20

Western Horn #10

100%

Unpatented Lode

20

Western Horn #11

100%

Unpatented Lode

20

Western Horn #12

100%

Unpatented Lode

20

Western Horn #13

100%

Unpatented Lode

20

Western Horn #14

100%

Unpatented Lode

20

Diamond Creek #5

100%

Unpatented Lode

20

Diamond Creek #6

100%

Unpatented Lode

20

Diamond Creek #8

100%

Unpatented Lode

20

Name

Ownership Interest

Type of Claim

Acres

Poorman Lode Claim

29.167%

Patented

3.44

London Lode Claim

29.167%

Patented

17.52

North Empire Lode Claim

29.167%

Patented

1.25

Illinois Central Lode Claim

29.167%

Patented

2.85

South Poorman Lode Claim

29.167%

Patented

20.57

Jackson Lode Claim

29.167%

Patented

10.34

Oso Lode Claim

29.167%

Patented

20.66

    

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


16

Item 3.Legal Proceedings.

In August 2010, Richard Corrigan, acting as a debtor in possession in his personal bankruptcy case, filed an adversary proceeding against us to recover amounts allegedly due under a consulting agreement dated July 1, 2009.  The consulting agreement stated that Mr. Corrigan would provide certain consulting, mapping and assaying services on three lode claims owned by Goldland Holdings on War Eagle Mountain.  The consulting agreement further provided that Mr. Corrigan’s compensation would be a bonus of 150,000 shares of our common stock, valued by mutual agreement at approximately $150,000, and monthly consulting payments of $5,000 per month.  The consulting agreement also provided that Mr. Corrigan was entitled to monthly transportation expenses of $250 per month.  We terminated Mr. Corrigan on December 8, 2009, for non-performance.  In 2011, Mr. Corrigan’s filed a Chapter 7 proceeding seeking recovery of the alleged $150,000 bonus and the balance of the unpaid consulting fees and travel expense allowance of $60,900, for a total of $210,900, plus interest and attorney fees.

On June 19, 2013, we learned that the court entered a default judgment against us in the amount of $284,449.  We retained new counsel who filed a motion to vacate the default judgment.  On September 19, 2013, the court set aside the default judgment.  On September 15, 2014, the court ordered the payment of 150,000 shares of our common shares to Mr. Corrigan to conclude the matter.  We issued the shares on January 13, 2015.

As of the date of this report, we are not aware of any other asserted or unasserted claims.  Management will seek to minimize further disputes but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

Not applicable

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

 

Not applicable.

-6-


PART II

 

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

 

Our common stock was traded on the OTCBB from November 23, 2009, until December 16, 2013, under the symbol “GHDC.”  Beginning on December 16, 2013, our common stock was traded on the OTCQB. On April 7, 2016, our trading symbol was changed from "GHDC" to “BRVO.” Since October 16, 2014, our common stock has been traded on the OTCPK under the trading symbol "GHDC."BRVO."

On April 7, 2016, our trading symbol was changed from "GHDC"June 18, 2017 all shareholders voted in favor to “BRVO.”return their issued Preferred 'A' Shares, and agreed to have those shares cancelled and return to Company's Preferred 'A' Shares to treasury, leaving zero shares of preferred stock issued and outstanding.

The following table sets forth taking into consideration the one for 10 reverse split of our common stock which occurred on March 6, 2014, the high and low bid prices for our common stock on the OTCBB, the OTCQB, and the OTCPK as reported by various market makers.  The quotations do reflect the one for 300 reverse split of our common stock that was effective January 16, 2017 but it does not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

 

 

High

Low

Fiscal 2013 Quarter Ended:

 

  

 

March 31, 2013

 

$0.21

$0.11

 

June 30, 2013

 

$0.21

$0.07

 

September 30, 2013

 

$0.27

$0.11

 

December 31, 2013

 

$0.25

$0.10

 

 

 

  

 

Fiscal 2014 Quarter Ended:

 

  

 

March 31, 2014 (1)

 

$0.15

$0.14

 

June 30, 2014 (1)

 

$0.07

$0.05

 

September 30, 2014 (1)

 

$0.01

$0.009

 

December 31, 2014 (1)

 

$0.015

$0.01

 

     

Fiscal 2015 Quarter Ended:

 

  

 

March 31, 2015 (1)

 

$0.04

$0.03

 

June 30, 2015 (1)

 

$0.10

$0.09

 

September 30, 2015 (1)

 

$0.03

$0.02

 

December 31, 2015 (1)

 

$0.05

$0.04

 

     

Fiscal 2015 Quarter Ended:

 

  

 

March 31, 2016 (1)

 

$0.068

$0.04

 

     

 

 

 

 

 

 

 

High

Low

Fiscal 2016 Quarter Ended:

 

 

 

 

March 31, 2016

 

$0.068

$0.04

 

June 30, 2016

September 30, 2016

December 31, 2016

 

    $0.0799

    $0.032

    $0.0325

      $0.0169

      $0.0106

      $0.0033

 

 

 

 

 

 


 

 

High

Low

Fiscal 2017 Quarter Ended (1):

 

 

 

 

March 31, 2017

 

$0.90

$0.99

 

June 30, 2017

September 30, 2017

December 31, 2017

 

    $3.49

    $1.05

    $0.68

      $3.20

      $0.90

      $0.55

 


(1) This price takes into account the one for 10300 reverse split which occurred on March 6, 2014.


17

January 16, 2017.

 

As of February 29, 2016December 31, 2017 we had 263,405,8123,812,391 shares of our common stock outstanding.  Our shares of common stock are held by approximately 104118 stockholders of record.  The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.

-7-


Dividends

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

Preferred Stock

In addition to our authorized 1,000,000,000 shares of common stock, par value $0.0001 per share, Bravo Multinational is authorized to issue 5,000,00050,000,000 shares of preferred“Blank Check” Preferred stock, par value $0.0001 per share, of which 3,000,000share.  There are no “Blank Check” preferred shares are issuedoutstanding and outstanding.  There is no trading market for the shares of our preferred stock.

PursuantOn June 18, 2017 all shareholders voted in favor to a Certificate of Designation, Preferencesreturn their issued Preferred 'A' Shares, and Rights foragreed to have those shares cancelled and return to Company's Preferred 'A' Share treasury, leaving zero shares issued and outstanding.

As Such, the Series A Preferred Stock, on March 24, 2015, our board of directors adopted a resolution designating the 5,000,000 shares‘A’ Shares have been cancelled and no issuances of the preferred stock“Blank Check” Preferred have occurred as of Goldland Holdings, par value $0.0001 per share, as “Series A Preferred Stock,” which shall have certain designations, relative rights, and preferences, including:

·

Dividends.  Except as provided in the certificate of designation, the holders of outstanding shares of the Series A Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by our board of directors.

·

Redemption Rights.  Subject to the applicable provisions of Delaware law,Bravo Multinational, at the option of our directors, may at any time or from time to time redeem the whole or any part of the outstanding Series A Preferred Stock.

·

Liquidation Rights.  Upon the dissolution, liquidation or winding up ofBravo Multinational, whether voluntary or involuntary, the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets ofBravo Multinational the sum of $0.10 per share (the “Liquidation Rate”) before any payment or distribution shall be made on our common stock, or any other class of capital stock ofBravo Multinational ranking junior to the Series A Preferred Stock.

·

Conversion of Series A Preferred Stock.  Subject to the terms of the certificate of designation, at any time, the holder of shares of the Series A Preferred Stock shall have the right, at such holder’s option, to convert any number of shares of the Series A Preferred Stock into shares of our common stock at the rate of 10 fully paid and nonassessable shares of our common stock for each share of the Series A Preferred Stock so converted.

·

Preferred Status.  The rights of the shares of our common stock shall be subject to the preferences and relative rights of the shares of the Series A Preferred Stock.  Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock,Bravo Multinational shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series A Preferred Stock in respect of the preferences as to voting or conversion, as described in the certificate of designation, or distributions and payments upon the liquidation, dissolution and winding up ofBravo Multinational.

·

Voting.  On all matters submitted to a vote of the holders of our common stock, including, without limitation, the election of directors, a holder of shares of the Series A Preferred Stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by 100.

18

December 31, 2017.

 

·

Limitation on Beneficial Ownership.  Unless otherwise provided in the certificate of designation,Bravo Multinational shall not effect and shall have no obligation to effect any conversion of shares of Series A Preferred Stock, and no holder shall have the right to convert any shares of Series A Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person’s affiliates) would have acquired, through conversion of shares of the Series A Preferred Stock or otherwise, beneficial ownership of a number of shares of the Common Stock that exceeds 4.99% (“Maximum Percentage”) of the number of shares of our common stock outstanding immediately after giving effect to such conversion.

A copy of the Certificate of Designation, Preferences and Rights for the Series A Preferred Stock was filed with the SEC by Goldland Holdings on a Form 8-K/A on April 1, 2015.  Please refer to the filing for a complete description of the relative rights of our Series A Preferred Stock.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

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

·

On March 24, 2015,the dates specified below, we issued 1,000,000 restricted shares of our Series A Preferred Stock to Paul Parliament, in exchange for his agreement to serve as our chief executive officer, president and director, until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by our bylaws, and for the further agreement to serve as president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the bylaws of Universal Entertainment SAS, Inc., which such services were valued at $100,000.

·

On March 24, 2015, we issued 1,000,000 restricted shares of our Series A Preferred Stock to Martin Wolfe, in exchange for his agreement to serve as our chief financial officer and director, until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by our bylaws, and for the further agreement to serve as a vice president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the bylaws of Universal Entertainment SAS, Inc., which such services were valued at $100,000.

·

On March 24, 2015, we issued 500,000 restricted shares of our Series A Preferred Stock to Julios Kosta, in exchange for past services rendered to Goldland Holdings valued at $50,000.

·

On March 24, 2015, we issued 250,000 restricted shares of our Series A Preferred Stock to Jack Frydman, in exchange for past services rendered to Goldland Holdings valued at $25,000. Mr. Frydman, however, has assigned to Mr. Martin Wolfe all of his voting rights with respect of our Series A Preferred Stock.

·

On March 24, 2015, we issued 250,000 restricted shares of our Series A Preferred Stock to Richard Kaiser, in exchange for past services rendered to Goldland Holdings valued at $25,000.

·

On October 6, 2015, we issued 2,000,000 restricted shares of our common stock and preferred stock to Douglas Brooks, in exchange for his agreement to serve as an officer and director of Goldland Holdings, and his further investment of $100,000, in exchange for a convertible promissory note, providing for a note conversion into common stock of the registrant based on the stock price low as of September 23, 2015.  The form of the convertible promissory note is attached to this report as an exhibit.  The 2,000,000 restricted shares issued on October 6, 2015, were valued at $51,000.


various parties:

19

·

- On October 31, 2015,May 5, 2016 we issued 355,060 restricted shares of our common stock to Douglas Brooks in payment of executive pay valued at $12,500.

·

On October 31, 2015, we issued 118,766 restricted shares of our common stock to Douglas Brooks in payment of expenses valued at $2,768.

·

On November 9, 2015, we issued 14,500,000 restricted shares of our common stock to FMW Media Group, Inc., pursuant to a Consulting Agreement dated November 9, 2015, valued at $406,000.

·

On October 1, 2015, we issued 1,500,000 restricted shares of our common stock to Vincent Caruso, pursuant to a Consulting Agreement dated October 1, 2015, valued at $84,000.  The subject 1,500,000 restricted shares will be replaced with 1,500,000 shares of our common stock, pursuant to a registration statement on Form S-8 under the Securities Act.

·

On October 1, 2015, we issued 1,500,000 restricted shares of our common stock to Stephen Simon, pursuant to a Consulting Agreement dated October 1, 2015, valued at $84,000.  The subject 1,500,000 restricted shares will be replaced with 1,500,000 shares of our common stock, pursuant to a registration statement on Form S-8 under the Securities Act.

·

On October 6, 2015, we issued 6,500,000 restricted shares of our common stock to Jack Frydman in connection with the cancellation of a Consulting Agreement dated October 1, 2013.  The shares were valued at $165,750.

·

On October 6, 2015, we issued 6,000,000 restricted shares of our common stock to Jack Frydman in connection with the cancellation of a Consulting Agreement dated October 1, 2013.  The shares were valued at $153,000.

·

On October 31, 2015, we issued 262,467 restricted shares of our common stock to Jack Frydman as consulting compensation.  The shares were valued at $10,000.

·

On October 31, 2015, we issued 12,094 restricted shares of our common stock to Jack Frydman as for expenses.  The shares were valued at $267.28.

·

On October 6, 2015, we issued 6,000,000 restricted9,329 shares of our common stock to Julios Kosta in connection with the cancellationclosing of an asset purchase contract, with a Consulting Agreement dated October 1, 2013.  The shares were valued at $153,000.value of $75,564. *

·

- On October 6, 2015,May 5, 2016 we issued 5,000,000 restricted166,667 shares of our common stock to Julios Kosta in connectionBravo Gaming Corporation, a wholly owned subsidiary of Bravo Multinational Incorporated, with the cancellationa value of  a Consulting Agreement dated October 1, 2013.  The shares were valued at $127,500.$1,250,000.

·

- On October 6, 2015,May 5, 2016 we issued 5,000,000 restricted5,000 shares of our common stock to JuliosAlfonso 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*.

-8-


- 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 cancellationclosing of an asset purchase contract, with a Consulting Agreement dated October 1, 2013.  The shares were valued at $127,500.value of $27,000*.

·

- On October 31, 2015,May 5, 2016 we issued 328,084 restricted3,334 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 consulting compensation.  The shares were valued at $12,500.per his employment contract for pay compensation, with a value of $23,583.*

·

- On October 31, 2015,July 20, 2016 we issued 1,013,996 restricted shares24,766 of our common stock to Richard Kaiser as consulting compensation.  The shares were valued at $27,312.52.Douglas Brooks for Promissory Note conversion with a value of $112,275.*

·

- On October 31, 2015,July 20, 2016 we issued 27,529 restricted shares of our common stock to Richard Kaiser as for expenses.  The shares were valued at $608.38.


20

·

On August 11, 2015, we issued 2,296,213 restricted shares of our common stock to Martin Wolfe in payment for director’s fees for the 2014 calendar year.  The shares were valued at $22,500.

·

On October 31, 2015, we issued 1,976,186 restricted shares of our common stock to Martin Wolfe in payment of executive compensation.  The shares were valued at $47,370.98.

·

On October 7, 2015, we issued 170,940 restricted shares of our common stock to Eric Pederson in connection with the conversion of a promissory note.  The shares were valued at $4,000.

·

On August 1, 2015, we issued 4,084,402 restricted shares42,219 of our common stock to Paul Parliament in connectionfor Promissory Note conversion with the conversiona value of a promissory note.  The shares were valued at $40,844.20.$191,614.*

·

- On August 11, 2015,1, 2016 we issued 4,010,134 restricted3,334 shares of our common stock to Paul Parliament in connectionRedChip Companies Inc., for Public Relations services as per a contract, with the conversiona value of a promissory note.  The$17,000*

- On September 19, 2016 we returned to treasury for cancellation 10,000 shares wereof 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 $95,040.18.$225,000.

·

On August 11, 2015,-On May 30, 2017 we issued 969,976 restricted321,429 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 shares of our common stock to Paul Parliament in connection with theMs. Kim Davis of Var Growth, Inc. for marketing consultation services as per contract terms, valued at $52,500 (1).

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

-9-


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

-On August 15, 2017, we issued 15,000 shares to Mr. Toghrol Dindoust on a promissory note.  The shares werenote conversion valued at $22,988.44.$16,000.

·

On August 11, 2015, we issued 2,028,416 restricted(1) 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 our commonBRVO restricted 144-shares, 75,000 shares effective May 30, 2017, subsequently, the contract was cancelled in August, 2017 for specific non-performance.

*Adjustments to stock to Paul Parliament in connection with the conversion of a promissory note.  The shares were valued at $48,073.45.

·

On August 11, 2015, we issued 2,354,353 restricted shares of our common stock to Paul Parliament in payment for director’s feesissuance accounts for the 2014 calendar year.  reverse split of 1:300 common shares effectuated April 3, 2017, all fractional share amounts after split round upwardly to next whole share

The shares were valued at $30,000.

·

On October 31, 2015, we issued 4,002,608 restricted shares of our common stock to Paul Parliament in payment of executive compensation.  The shares were valued at $107,812.50.

Our unregistered securities described abovewere 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 tookacquired 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 an accredited investor,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.


21

 

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

·

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

·

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

·

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

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

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

 

-10-


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.

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

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.

Preferred Shares Cancelled

On June 18, 2017 all Preferred 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 zero Preferred Shares issued and outstanding.

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

* Resigned in November 19, 2018

-11-


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.  There were no preferred shares outstanding as of December 31, 2017.

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.

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. On April 16, 2017, BF Borges CPA PC located in Colorado became the Company's new auditing firm (See Form 8-K dated April 12, 2017).

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. On that date, Mr. Richard Kaiser was appointed as Interim CFO.  Accordingly, Mr. Kaiser's current positions with the 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.  Management decided not to renew the RedChip Companies, Inc. investor relations contract which expired August 1, 2017.

On May 30, 2017, the Company’s Board of Directors agreed to hire Var Growth, Inc., a Florida Corporation, to provide marketing consultation.  Var Growth is to receive 150,000 shares of BRVO restricted shares. 75,000 shares were issued on May 30, 2017 as compensation for all services. The remaining 75,000, which were to be issued September 30, 2017, were suspended from issuance due to non-performance. The contract was for 2-years starting May 30, 2017, at a cost of $105,000 but it was cancelled.

The Company's head office rent was 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. 


-12-


In November 2018, the Company moved it office to 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, this move correlated with the resignation of Mr. Paul Parliament and Mr. Douglas Brooks as officers and directors of the Company.

Recapitalization

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

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 valued at $40,400. A loss on conversion was recorded by the Company in the amount of $18,000. No interest was accrued.

On June 22, 2017 the Company issued a promissory note in the principal amount of $35,000. The note was for a term of 12 months and it earned interest at 8% per annum.  The note was issued as a full settlement for wages resulting 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 valued at $3.051 per shares based on a three days trailing average, in accordance with the terms of the note, which resulted in a value of $252,370.  Accordingly, a loss on conversion was recorded by the Company in the amount of $31,115.

On August 15, 2017 the Company issued a promissory note to Mr. Toghrol Dindoust in the principal amount of sixteen thousand dollars US ($16,000).  The note earned interest at Eight (8%) percent per annum. Payments of interest were due to be made on a quarterly basis from the date of the Note until its maturity Twenty Four (24) months from the date of issuance. Subsequently, the note was converted on August 15, 2017 to 15,000 shares of restricted Rule 144-shares of common stock. The value at the date of conversion was $27,000, and accordingly a loss on conversion was recorded by the Company in the amount of $11,000.

On September 11, 2017 the Company issued a promissory note on the principal sum of $125,000 (one hunderd twenty five thousand dollars), paying an 8% (eight percent) annualized interest rate. Subsequently, the note immediately converted on September 12, 2017 to 245,098 restricted 144-shares; no interest accrued.  The value at the date of conversion was $245,098, accordingly a loss on conversion was recorded by the Company in the amount of $120,098.

On December 31, 2017, the Board of Directors unanimously agreed to allow Marsdi  Parliament, daughter to Paul Parliamnet, to cancel and return to the Company’s treasury 245,098 of common shares.  The Board, in turn, recognized and approved a promissory note, which was issued to Ms. Parliament on

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December 31, 2017 with a face value of $125,000 (one hunderd twenty five thousand dollars).  This note paid interest at 8% (eight percent) per annum.  The term on the note is 24-months from date of issuance, and it matures on December 31, 2019.  The note can be converted at any time at ten cents ($0.10) per common share.

On December 31, 2017, the Board of Directors unanimously agreed to allow Isabell Pilon to cancel and return to the Company’s treasury 245,098 common shares.The board, in turn, recognized and approved the promissory note with a, face value of $125,000 (one hunderd twenty five thousand dollars).  The note pays interest at eight (8%) percent per annum.  The term on the note is 24-months from date of issuance, and it matures on December 31, 2019.  At anytime, the note may be converted into common shares at ten cents ($0.10) per share.

                   Gaming Machine Loans

On June 30, 2017 the Board of Directors agreed to provide financing to Rentcom. Inc, in the form of a promissory note for gaming equipment. The principal amount of the note was $76,000, and all principle plus $3,040 in interest was due in one lump payment by December 30, 2017. Rentcom, Inc. is an entity owned by Douglas Brooks. As if the date of this filing, since the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $76,000.

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

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with interest at a rate of 8% per annum for gaming equipment purchases with the note plus interest to be paid back in full on or before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament. As if the date of this filing, since the Company had not received any payments on the note and repayment terms were uncertain, the Company has provided an allowance on this note in the amount of $190,000.

                 Consulting Agreement

On May 30, 2017, the Company’s Board of Directors agreed to hire Ms. Kim Davis, Var Growth, Inc., a Florida Corporation, to provide marketing consultation services.  Ms. Davis is to receive 150,000 shares of BRVO restricted 144-shares.  She is also to receive 75,000 shares of common stock on May 30, 2017. The remaining 75,000 shares were to be issued September 30, 2017. The Contract is for 2-years starting May 30, 2017, at a cost of $105,000. Due to illness and non-performance by its principal officer, the Board of Directors cancelled the Note in August, 2017.

Subsequent Events

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


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

On January 18, 2018, Mr. Marty Wolfe, former director and Chief Financial Officer, pursed a civil legal action against the Company for a default on money owed per terms of his Promissory Note- dated June 22, 2017.  On December 28, 2018, the Company worked out a settlement and Mr. Ferguson, CEO and Chairman paid $19,500 to resolve the civil suit as an out of court settlement.

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

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

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

On March 13, 2018, the Board of Directors unanimously agreed to allow Isabell Pilon to convert her primssory note for ten cents ($0.10) per common share.

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

On November 27, 2018, the Company moved its offices to 2020 General Booth Blvd, Unit 230, Virginia Beach, VA 23454.  The Company pays no rent, shares its phone number 757-306-6090 at no charge, and shares its office space with YES INTERNATIONAL.  YES INTERNATIONAL is owned and operated by our secretary, Acting CFO and director, Mr. Richard Kaiser.

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

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

·

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

·

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


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·

The Board of Directors agreed to pay all accrued executive officer and director wage compensation in S8 registered stock for wages earned during the period from April 1, 2018 to November 18, 2018.

·

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

·

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

·

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

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

Item 6.Selected Financial Data.

 

Not applicable.

 

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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

The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are attached to this report.  This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans.  These statements involve risks and uncertainties.  Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “GHDC”“BRVO” and “Goldland Holdings,“Bravo Multinational Incorporated,” all refer to  Bravo Multinational Incorporated and our wholly-owned subsidiaries, Universal Equipment SAS, Inc. and Bravo Gaming Corporation..the “Company”.

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

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

Reverse Stock Split 


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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 following financial information relates only to revenues, expenses,reverse stock split had no effect on the par value of its common stock and resultsdid not reduce the number of operationsauthorized 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, net loss per share, and other relevant information with respectper share disclosures for all periods presented have been retrospectively adjusted to our former leasingreflect the impact of mining claims.this reverse stock split.

Going Concern

As of December 31, 2015, Goldland Holdings2017, Bravo Multinational had an accumulated deficit during development stage of $23,701,207.  Also, during the year ended December 31, 2015, we used net cash of $379,337 for operating activities.  These factors raise substantial doubt about our ability to continue as a going concern.


22

$27,938,281.

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 providewill improve the opportunity forBravo Multinational to continue as a going concern.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.

Results of Operations This issue is addressed in footnote 4 to the finanical statements.

Year Ended December 31, 2015, Compared2017, compared to the Year Ended December 31, 2014.2016

There was no revenue in 2015. The revenue in 2014 consisted solely from income generated fromRevenues for the leasing of gaming equipment. We reported losses from operations during the yearsCompany’s year ended December 31, 20152017 totaled $1,815,978 and for year ended December 31, 2016 totaled $741,845 from sales of 2,213,170, and 2014,its gaming machines. The increase of $2,943,120 respectively, a decrease of $729,950.  The decrease in operating loss in 2015$1,031,820 as compared to 2014the same period ending December 31, 2016 was largely attributable in a decrease of professional fees of $1,076,639 and a decrease of stock compensation of  $458,343, offset primarily by anattributed to increase in contract cancellation costssales of $726,700the Company’s gaming machines. No machines sales occurred during the 4th quarter ending December 31, 2017 in part due to the civil and an increasegovernmental unrest throughout Nicaragua which caused the Company to suspend its gaming operations in this area.

Cost of salary of $274,007.

Liquidity and Capital Resources

The following table sets forth the major sources and uses of cashGoods Sold for the twelve monthsyear ending December 31, 2017 totaled $1,356,326 compared to $477,000 for year ended December 31, 2015, and 2014:

 

December 31, 2015

December 31,

 2014

$ Change

 

Net cash provided by (used in operating activities)

($20,765)

$379,337

400,102

 

Net cash used in financing activities

$68,500

$68,500

65,500

 

At December 31, 2015, our working capital increased as2016. The $879,326 increase in cost of goods sold was due to increases in the number of gaming machines sold, 242 machines sold in 2017 compared to December 31, 2014, primarily as a result of reordering prepayment on a contract.106 machines sold in 2016, and depreciation cost $258,382 associated to the 300 machines owned by Bravo Multinational, Inc.

Operating Activities

Net cash used for continuing operating activities during fiscal 2015Gross margins in 2017 and 2016 were 25.3% and 35.7%, respectively, the decrease in 2017 was $$2,563 asdue the increases in gaming machine sold, 242 machines sold in 2017 compared to $3,604106 machines sold in 2016. And, included in 2017 increase of cost of goods sold is $258,382 of depreciation from 300 machines purchased by the company to create income in the form of machine income.

Gross profit for fiscal 2014.

Investing Activities

Net cash used in investing activities was $NIL, and $NIL, respectively, for the fiscal years ending December 31, 2015, and December 31, 2014.

Financing Activities

For the year ended December 31, 2015, net cash used2017 was $459,652 as compared to gross profit for $264,845 for the year ended December 31, 2016. The $194,807 increase in financing activitiesgross profit for the period ended December 31, 2017 compared to year ended December 31, 2016 was $68,500due to an increase in gaming machine sales during 2017. 

General and Administrative expenses for the year ended December 31, 2017 totaled $597,484 compared to $157,884 for December 31, 2016, primarily due to increases in bad debt expense of $463,037.

Net Loss

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Net loss for the year ending December 31, 2017 and 2016, $1,765,004 and $2,184,472, respectively.

Liquidity and Capital Resources:

As of December 31, 2017, our assets totaled $474, which consisted of $68,500mainly cash and Property & Equipment- net of accumulative depreciation. The Company’s total liabilities were $2,180,140 which consisted of accounts payable accrued expenses / fees and director loans. As of this date the Company had an accumulated deficit of $27,938,281 and working capital of deficit of $1,699,195.


As of December 31, 2016, our assets totaled $204,089, which consisted of mainly of prepaid expenses and inventory. The Company’s total liabilities were $2,910,090 which consisted of accounts payable, accrued expenses / fees and director loans. As of this date the Company had an accumulated deficit of $26,173,277 and working capital of deficit of $2,539,314.

Our independent auditors, in proceedstheir report on the financial statements, have indicated that the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from a convertible note executed on December 4, 2014, in favorthe outcome of KBM Worldwide, Inc. and a Securities Purchase Agreement.

The note was paid in full on May 5, 2015.  Consequently, no sharesthis uncertainty. As indicated herein, we need capital for the implementation of our common stock were issuedbusiness plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 in connection with a conversion.

Copies ofFinancial Statements). For the Securities Purchase Agreement and convertible note in favor of KBM Worldwide, Inc. were previously filed withnext 12 months the SEC.


23

Company has an oral commitment from its CEO to advance funds as necessary to meeting our operating requirement. 

 

Consulting AgreementsNew Accounting Pronouncements

During

Bravo Multinational Incorporated does not expect the fiscal years ended December 31, 2015, and December 31, 2014, we executed consulting agreements withadoption of recently issued accounting pronouncements to have a significant impact on the following:

·

Consulting Agreement dated as of October 1, 2014, between Yes International and the registrant with respect to investor relations, consulting, press services and edgar filing services.

·

Consulting Agreement dated as of October 1, 2015, between Vincent Caruso and the registrant with respect to advice on marketing and business development on a non-exclusive basis, in exchange for 1,500,000 shares of our common stock to be registered on Form S-8, pursuant to the Securities Act.  Mr. Caruso has already received 1,500,000 restricted shares of our common stock.  As soon as we can legally issue registered S-8 common stock, we will exchange the previously issued 1,500,000 restricted shares of our common stock for 1,500,000 registered shares of our common stock.

·

Consulting Agreement dated as of October 1, 2015, between Stephen Simon and the registrant with respect to advice on marketing and business development on a non-exclusive basis, in exchange for 1,500,000 shares of our common stock to be registered on Form S-8, pursuant to the Securities Act.  Mr. Simon has already received 1,500,000 restricted shares of our common stock.  As soon as we can legally issue registered S-8 common stock, we will exchange the previously issued 1,500,000 restricted shares of our common stock for 1,500,000 registered shares of our common stock.

·

Consulting Agreement dated July 23, 2015, between Delaney Equity Group, LLC and the registrant with respect to efforts to advise  the registrant and/Company, or any of its projects,subsidiaries’ operating results, financial position, or otherwise arrange for the registrant to receive capital on terms and conditions acceptable to the registrant, through any legal means, whether equity, debt or any combination  thereof.  Delaney Equity Group, LLC shall receive a combination of cash warrants for the purchase of shares of our common stock, and shares of our common stock as described in the agreement.

·

Consulting Agreement dated November 9, 2015, between FMW Media Works Corp. and the registrant with respect to advice as will assist in maximizing the effectiveness of the registrant’s business model both relative to its business model and to its present and contemplated capital structure, in exchange for 14,500,000 shares of our restricted common stock, pursuant to the Securities Act.  The shares will be included in any registration statement filed within one year from the effective date of the agreement.  The shares shall be deemed fully earned upon signing of agreement.

On October 1, 2015, we executed a Mutual Release with Jack Frydman in connection with the termination of a Consulting Agreement dated October 1, 2013.  Pursuant to the Mutual Release we acknowledged that Mr. Frydman had received 12,500,000 shares of our restricted common stock as a final payment for all services under the Consulting Agreement dated October 1, 2013.

On October 1, 2015, we executed a Mutual Release with Julios Kosta in connection with the termination of a Consulting Agreement dated October 1, 2013.  Pursuant to the Mutual Release we acknowledged that Mr. Kosta had received 16,000,000 shares of our restricted common stock as a final payment for all services under the Consulting Agreement dated October 1, 2013.

Copies of the above-described Consulting Agreements and Mutual Releases were previously filed with the SEC.


24

flow.

 

Critical Accounting PoliciesPrincipals

Our

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.  Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  Critical accounting policies include revenue recognition and impairment of long-lived assets.

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

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

Quantitative and Qualitative Disclosures About Market Risk

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

Stock-Based Compensation

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

Recently Issued Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB)any other new accounting pronouncements that have been issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04.  The amendments in this update cover a wide range of Topics in the Accounting Standards Codification.  These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements.  The amendments in this update were effective for fiscal periods beginning after December 15, 2012.  The adoption of ASU 2012-04 is not expected tothat might have a material impact on ourits financial position or results of operations.

Revenue Recognition

In August 2012,May 2014, the FASB issued ASU 2012-03, “Technical Amendments2014-09, "Revenue from Contracts with Customers" (Topic 606), which was further updated in March, April, May and CorrectionsDecember 2016. The guidance in this update supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition." Under the new guidance, an entity should recognize revenue to SEC Sections: Amendmentsdepict the transfer of promised goods or services to SEC Paragraphs Pursuantcustomers in an amount that reflects the consideration to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuantwhich the entity expects to SEC Release No. 33-9250,be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer.

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and Corrections Relatedservices. 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 FASB Accounting Standards Update 2010-22 (SEC Update)”performance obligations in Accounting Standards Update No. 2012-03.  This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114.  The adoption ofcontract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

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Subsequently, we adopted this ASU 2012-03on January 1, 2018. Although the new revenue standard is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02.  This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill.  The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012.  Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.  The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented.  The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”).  This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.  The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  We are currently evaluating theimmaterial impact, if any, that the adoption of this pronouncement may have on our results of operations or financial position.


25

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Subsequent Events

None that have not been reported herein.

ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. 

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

 

Not applicable.

 

Item 8.Financial Statements and Supplementary Data.

 

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

 

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

 

During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure.

However, onNovember 4, 2015, On April 12, 2017 the registrant wasBoard of Directors of Bravo Multinational Incorporated (the "Company") were notified by its independent certifying accountant, W.T. Uniack & Co. CPAs, P.C. (“Uniack”) that Uniack was resigning as the registrant’s independent auditor.

Uniack’s reports on the registrant’s financial statements for the years ended December 31, 2012, and December 31, 2013, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.  Uniack did not prepare a report for 2014 or perform any review of the registrant’s financial statements for 2015.

The decision to accept the resignation of Uniack was made by the registrant’s board of directors.

During the two most recent fiscal yearsKappin Professional Corporation - Certified Public Accountants and any subsequent interim period through November 4, 2015, there have not been any disagreements between the registrant and Uniack on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Uniack, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such periods.

On November 9, 2015, the registrant engaged Scrudato & Co. CPA (“Scrudato”)Chartered Accountants, Toronto, Canada (Kappin) as the registrant’sCompany's independent accountants, to report on the registrant’s balance sheetsfor the year ended December 31, 2014,effective immediately. Kappin was retained and the related combined statements of income, stockholders’ equity and cash flows for the years then ended.  The decision to appoint Scrudato was approved by the registrant’s board of directors.

During the registrant’s two most recent fiscal years and any subsequent interim period prior to the engagement of Scrudato, neither the registrant nor anyone on the registrant’s behalf consulted with Scrudato regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

The registrant provided Uniack with a copy of the disclosures it made in its Current Report on Form 8-K on November 10, 2015, which Uniack received no later than the day that the disclosures were filed with the SEC.  The registrant requested that Uniack furnish the registrant with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it does not agree.  Uniack furnished the requested letter and agreed with the disclosure made by the registrant.  A copy of Uniack’s letter wasCompany never filed with the SEC on November 16, 2015.

Theaudited financial statements includedwhich 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. On April 16, 2017, BF Borges CPA PC became the Company's new auditing firm.  They are located in this report were audited by Scrudato & Co. CPA.


26

Colorado (see Form 8-K filed April 14, 2017).

Item 9A.Controls and Procedures.

See Item 9A(T) below.

Item 9A(T).Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures.  We carried out an evaluation, under the supervision andProcedures

Our management, with the participation of our management, including our principal executive officerPrincipal Executive Officer and principal financial officer, ofPrincipal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined)defined in the Securities Exchange Act of 1934 Rules 13a – 15(c)13a-15(e) and 15d – 15(e)15d-15(e)).  Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended December 31, 2015, ourcovered by this Annual Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, were not effective (1) to ensuremanagement recognizes that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term disclosureany 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 SEC’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.

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 error and all fraud.  A control system, no matter how well conceiveddesigned and operated, can provide only reasonable not absolute, assurance thatof achieving the objectives of thedesired control system are met.  Further,objectives. In addition, the design of a control systemdisclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls must be consideredand procedures relative to their costs. 

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of December 31, 2017.

Management’s Annual Report on Internal Control over Financial Reporting

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

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

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

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

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

Because of its inherent limitations, 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.misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control over

Management, including our Principal Executive Officer and Principal Financial Reporting.  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.  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.

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 our assets;

·

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.


27

Our managementOfficer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2015.2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.Control over Financial Reporting - Guidance for Smaller Public Companies.

Changes

We identified the following deficiencies which together constitute a material weakness in Internal Control Over Financial Reporting.  There have been no changes inour assessment of the registrant’seffectiveness of internal control over financial reporting through November 30, 2015 or duringas of December 31, 2017: 

·

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



·

During the periodyear ended December 31, 2015,2017, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements.  This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that materially affected,might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.    

·

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

Independent Registered Accountant’s Internal Control Attestation.

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

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

Remediation plans for material weaknesses over internal controls.  Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure.  At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

 

Item 9B.Other Information.We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

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PART III


Item 10.

Directors, Executive Officers and Corporate Governance.

 

The following table sets forth information concerning the directors and executive officers ofBravo Multinational as of the date of this report:December 31, 2017:

Name

Age

Position

Director Since

Paul Parliament

50

Chairman of the Board, Chief Executive Officer, President, and Director

2012

Martin Wolfe

67

Chief Financial Officer, Principal Accounting Officer, and Treasurer, and Director

2014

Douglas Brooks

48

Vice President and Director

2015

Richard Kaiser

50

Secretary and Corporate Governance Officer

N/A


28

Name

Age

Position

Director Since

Paul Parliament

52

Chairman of the Board, Chief Executive Officer, President, and Director

2012

Douglas Brooks

50

Vice President and Director

2015

Richard Kaiser

54

Secretary and Corporate Governance Officer, Interim Chief Financial Officer (Feb. 2017)

2016

The members of our board of directors are subject to change from time to time byfollowing sets forth biographical information regarding the vote of the stockholders at special or annual meetings to electCompany’s directors.  Our current board of directors consists of three directors, who have expertise in the business ofBravo Multinational.

The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.

Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors.  Officers are elected annually by the directors.  There are no family relationships among our directors and officers.

We may employ additional management personnel, as our board of directors deems necessary.  Bravo Multinational has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.

A description of the business experience for each of the directors and executive officers ofBravo Multinational is set forth below.

Paul Parliament has been a member of our board since October 31, 2012.  For the last five sevenyears, Mr. Parliament has served as president of The Parliament Corporation and The Parliament Apartment Corporation, which are in the real estate and development business.  Mr. Parliament has over 2830- years experiences as a successful real estate developer, and as president of “Marsadi Layne Properties, Inc.,” “The Parliament Corporation,” “P.D.P Developments, Inc.,” and “The Parliament Apartment Corporation.”  Mr. Parliament has knowledge of property acquisitions, corporate finance, planning, permitting, staffing, management, and strategic business planning.

Martin Wolfe is a BA, CA (Chartered Accountant) On November 19, 2018 Mr. Parliament resigned as both officer and CPA (Chartered Professional Accountant) who received his designation in 1980.  Mr. Wolfe has served on the board of the registrant since June 2, 2014, and is currently our chief financial officer.  Mr. Wolfe has over 35 years of experience in both public practice and in industry.  Currently, Mr. Wolfe, in addition to operating as a sole practitioner, provides consulting services to the insolvency and restructuring industry.director.

Douglas Brooks has had a career in real estate.  From 1994 to 2000, he was secretary and director of Marsadi Layne Properties Inc., a large real estate property manager and developer in Southern Ontario.  From 1996 to 2015, Mr. Brooks has been president and chief executive officer of Rentcom Plus Inc., a privately owned real estate based corporation.  Mr. Brooks has also been involved in corporate business including property management, finance and real estate redevelopment.  He is a Member Broker and Broker of Record for the Real Estate Council of Ontario. On November 19, 2018 Mr. Brooks resigned as both officer and director.

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

On November 9, 2015, the registrantCompany added Allen Simon, as a Senior Advisor to the Executive Committee of the registrant.Committee.  Mr. Simon has no voting privileges with respect to his position.as a director or officer of the Company.

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Committees of the Board

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

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


29

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

·

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

·

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

·

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

·

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

-22-


·

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

·

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

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

Executive Committee

In accordance with Article III of our Bylaws, our board of directors has established an Executive Committee which consists of members who have been appointed by the board of directors.  The initial chairman of the Executive Committee iswas Paul Parliament.  As a result of the Transaction, Mr. Parliament has agreed to resign his position with the Company, and he will be replaced in this position by Mr. Ferguson. Thereafter, the chairman of the Executive Committee shall be appointed by the members of the Executive Committee.  The remaining two membersmember of the Executive Committee are Martin Wolfe, and Douglas Brooks.following the Transaction is Richard Kaiser.  The members of the Executive Committee shall serve at the pleasure of the board of directors or until their successors shall be duly designated.  Vacancies in the Executive Committee shall be filled by the board of directors.

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

During the fiscal year ended December 31, 2017, the Executive Committee held no formal meetings.  

Audit Committee

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

NominationNominating Committee

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

·

The appropriate size of our board of directors;


·

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


30

·

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


·

Experience in political affairs;


·

Experience with accounting rules and practices; and


·

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a)Finance Committee

Although we currently do not have a Finance Committee, we have adopted a charter which provides that when established it will oversee all areas of the Exchange Act, our directorscorporate finance for Bravo and certainits subsidiaries, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.  The Finance Committee will consist of our officers, and persons holding more than 10 percenta minimum of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.  Such persons are also required to furnishBravo Multinational with copies of all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of November 30, 2015, all of our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.  However, during 2014, our then current executive officers, directors and greater than 10 percent beneficial owners did not comply on a timely basis with all Section 16(a) filing requirements as follows:

·

Richard Kaiser – Form 3.

·

Douglas Brooks – Form 3.

·

Martin Wolfe Form - 4 and 5.

·

Paul Parliament - Form 4.

·

Julios Kosta – Form 3.


31

Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at Bravo Multinational Incorporated, Post Office Box 299, St. David’s Postal Office, St. David’s, Ontario, CANADA L0S 1P0, Attention: Vice President.

Our board has approved a process for handling letters received by us and addressed to any of our directors.  Under that process, our vice president  reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of our vice president , deal with functions of the board or committees thereof or that he otherwise determines requires their attention.  Directors may at any time review a log of all correspondence received by us that are addressed tothree members of the board of directors, the majority of whom shall meet the same independence and request copiesexperience requirements of the Audit Committee of Bravo and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of the OTC Market, the NASDAQ Stock Market, the New York Stock Exchange, or any other exchange where the shares of Bravo may be listed or quoted for sale.  The members of the Finance Committee are to be recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the board of directors.

Compensation Committee

Although we currently do not have a Compensation Committee, we have adopted a charter which provides that when established it is to assist the board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the board of directors with respect to major compensation plans, policies and programs of Bravo.  The Compensation Committee shall consist of not fewer than two members of the board of directors, with the exact number being determined by the board.  Members of the Compensation Committee shall be appointed from time to time to serve in such correspondence.

capacity by the Board.  Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.

Conflicts of Interest

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

·

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

·

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

·

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

Code of Ethics for Senior Executive Officers and Senior Financial Officers

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

·

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

·

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

·

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


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·

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

·

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

Code of Business Conduct

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

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

Board of Directors Meetings

During the year ended December 31, 2017, our board of directors held two (2) formal meetings and no meetings were held where board actions were taken by written consent. All of Bravo’s directors attended 100% of our meetings in 2017.

 

32

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Communication with Directors

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

 


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

Item 11.Executive Compensation.

Summary of Cash and Certain Other Compensation

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

·

A base salary;

·

Additional compensation; and

·

Periodic grants and/or options of our common stock.

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

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

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

Bravo Multinational Summary Compensation Table

The following table sets forth compensation for our named executive officers for the two completed fiscal years ended December 31, 2015,2016 and December 31, 2014:

Name and
Principal Position

Year

Salary ($)

Bonus($)

Stock Awards($)

Option Awards($)

Non-Equity Incentive Plan Compensation($)

Nonqualified

deferred

compensation

earnings

($)

All Other Compensation($)

Total($)

Pierre Quilliam (1)

2014

676,987

0

676,987

-0-

0

0

100

677,087

 

Allan Breitkreuz (2)

2014

0

0

885,902

0-

0

0

0

885,902

 

Christian Quilliam (3)

2014

718,025

0

718,025

0

0

0

4,100

722,125

 

Thomas C Ridenour (4)

2014

0

0

0

0

0

0

0

0

 

Rich Kaiser (8)

2015

36,750

-0-

0

0

0

0

 33,250

70,000

 

Douglas Brooks(7)

2015

11,375

0

0

0

0

0

21,125

32,500

 

Martin Wolfe (6)

2015

36,750

0

0

0

0

0

50,750

87,500

 

Paul Parliament (5)

 

2015

36,750

0

0

0

0

0

94,500

131,200


(1) Mr. Pierre Quilliam was our former chairman of the board of directors, chief executive officer, and president, and a former director.


(2) Mr. Breitkreuz was our former chief operating officer and a former director.


(3)Mr. Christian Quilliam was one of our former officers.  Mr. Christian Quilliam is the son of Mr. Pierre Quilliam.


(4)Mr. Ridenour was our former chief financial officer and a former director.



2017:

33
-28-


Name and
Principal Position

Year

Salary($)

Bonus($)

Stock Awards($)

Option Awards($)

Non-Equity Incentive Plan Compensation($)

Nonqualified

deferred

compensation

earnings

($)

All Other Compensation($)

Total($)

 

 

 

 

 

 

 

 

 

 

P. Parliament(1)

2017

-0-

 

172,500

 

 

 

 

172,500

 

2016

-0-

-0-

  300,000

     -0-

-0-

-0-

-0-

300,000

 

 

 

 

 

 

 

 

 

 

M. Wolfe(2)

2017

7,500

 

-0

-

 

 

 

7,500

 

2016

42,000

-0-

78,000

      -0-

-0-

-0-

-0-

120,000

 

 

 

 

 

 

 

 

 

 

D. Brooks(3)

2017

-0-

 

110,000

 

 

 

 

110,000

 

2016

-0-

-0-

120000

-0-

-0-

-0-

-0-

120,000

 

 

 

 

 

 

 

 

 

 

R. Kaiser(4)

2017

35,000

 

86,500

 

 

 

 

121,500

 

2016

42,000

-0-

   78,000

-0-

-0-

-0-

-0-

120,000

(1) Mr. Parliament was our chief executive officer, president, and chairman of the board.

        (2) Mr. Wolfe was previously a director and chief financial officer of the Company.   

        (3) Mr. Brooks was our vice president and director.

        (4) Mr. Kaiser is our corporate secretary, Acting CFO, corporate governance officer, and a director.

(5)Mr. Parliament is our chief executive officer, president, and chairman of the board.


(6)Mr. Wolfe is our chief financial officer, and director.


(7)Mr. Brooks is our vice president and director


(8)Mr. Kaiser is our corporate secretary, and governance officer.

Mr. Pierre Quilliam’s compensation was determined, using industry standard comparable computations.

Mr. Breitkreuz’ compensation was determined, using industry standard comparable computations.

Mr. Christian Quilliam’s compensation was determined, using standard comparable computations.

Mr. Ridenour’s compensation was determined, using standard comparable computations.

All 20152017 current executive compensation has been calculated using standard comparable computations then adjusted to reflect the reasonable current economic condition of Bravo Multinational Incorporated; please note the registrant.extreme decrease in wages for the current management in comparison to the previous management.

-29-


Outstanding Equity Awards at Fiscal Year-End

None.

Goldland HoldingsBravo Multinational Employment Agreements

As of November 30, 2015,December 31, 2017, Bravo Multinational Incorporated has employment agreements with Paul Parliament, our chairman of the board of directors, chief executive officer, and president, Martin Wolfe, our former chief financial officer, principal accounting officer  and treasurer, Douglas Brooks, our Vice-Vice President, and Richard Kaiser, our interim chief financial officer Secretary and Corporate Governance Officer.

Paul Parliament Employment Agreement.  On March 24, 2015, the registrant27, 2017, Bravo Multinational Incorporated and Paul Parliament executed an employment agreement, which provides for a term of two years, and a base salary of $42,000$180,000 per year, payable in equal monthly installments of $3,500 paid in themonthly increments, in S-3, S-8 or Rule 144 restricted shares of ourBravo common stock of the company on the 1st day of each month during the term of Mr. Parliament’s employment, pro ratedemployment.  As per agreement between the Company and Employee, the shares will be issued for any partial employment period.the end of each month based on the low price of the stock as posted on the trading board used by the Company, for the last trading day of each month. Mr. Parliament is to devote partfull time hours per week of his time and attention to the performance of his duties ofat Bravo Multinational

In addition to the base compensation, Incorporated. Mr. Parliament shall be entitled to receive additional compensation of $108,000 per year, payable in equal monthly installments of $9,000 paid in restricted shares of our common stockresigned all positions with the Company on the 1st day of each month during the term of Mr. Parliament’s employment, pro rated for any partial employment period.November 19, 2018.

Douglas Brooks Employment Agreement.  OnThe Employment contract of Douglas Brooks originally dated September 25, 2015 shall have its term extended by two additional years expiring on September 24, 2019. In consideration of the registrantexecution of the Amended Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, Douglas Brooks, executed an employment agreement, which provides forshall receive a termyearly fee of two years, and a base salary of $42,000 per year, payable in equal monthly installments of $3,500$120,000, paid in themonthly increments, in S-3, S-8 or Rule 144 restricted shares of ourBravo common stock of the company on the 1st day of each month during the term of Mr. Brooks’ employment, pro ratedBrook’s employment.  As per agreement between the Company and Employee, the shares will be issued for any partial employment period.  Mr. Brooks is to devote partthe end of his time and attention to the performance of his duties ofBravo Multinational.

In addition to the base compensation, Mr. Brooks shall be entitled to receive additional compensation of $78,000 per year, payable in equal monthly installments of $6,500 paid in restricted shares of our common stockeach month based on the 1stlow price of the stock as posted on the trading board used by the Company, for the last trading day of each month duringmonth. Mr. Brooks resigned all positions with the term of Mr. Brooks’ employment, pro rated for any partial employment period.Company on November 19, 2018.

Martin Wolfe Employment Agreement.  On March 24, 2015, the registrantBravo Multinational Incorporated and Martin Wolfe executed an employment agreement, which provides for a term of one year, and a base salary of $42,000 per year, payable in equal monthly installments of $3,500 paid in the restrictedS-8 shares of ourBravo common stock of the company on the 1st day of each month during the term of Mr. Wolfe’s employment, pro ratedprorated for any partial employment period.  Mr. Wolfe is to devote partresigned all positions with the issuer as of his time and attention to the performance of his duties ofBravo Multinational.

InFebruary 28, 2017.In addition to the base compensation, Mr. Wolfe shall be entitled to receive additional compensation of $58,000 per year, payable in equal monthly installments of $4,833.33, paid in restrictedS-8 shares of our common stock on the 1stfirst day of each month during the term of Mr. Wolfe’s employment, pro ratedprorated for any partial employment period.

Richard Kaiser Employment Agreement.  On This contract was revised on March 24, 2015, the registrant and Richard Kaiser executed31, 2016 to provide for an employment agreement, which provides for a term of two years, and a base salary of $42,000increase to $78,000 per year, payable in equal monthly installments of $3,500$6,500.00 paid in the restricted shares of our common stock of the company on the 1st day of each month during the term of Mr. Kaiser’s employment, pro rated for any partial employment period.  Mr. Kaiser is to devote part of his time and attention to the performance of his duties ofBravo Multinational.


34

In addition to the base compensation, Mr. Kaiser shall be entitled to receive additional compensation of $38,000 per year, payable in equal monthly installments of $3,166.67 paid in restrictedS-8 shares of our common stock on the 1st dayfirst of each month for a term of one year. Mr. Wolfe resigned all positions with the issuer as of February 28, 2017. Amounts owed to Mr. Wolfe were settled by issuing him a promissory note issued June 22, 2017, and subsequently defaulted amounts owed to Mr. Wolfe became settled on December. 28, 2018 (Read “Subsequent Events” section.

Richard Kaiser’s Employment Agreement.The Employment contract of Richard Kaiser originally dated March 24th,2015, as amended April 6th, 2016 shall have the term extended by one additional year, expiring on March 23rd,2019.All terms shall remain as per the original employment contract as amended, save and except for the term extension of the contract. In consideration of the execution of the Amended Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, Richard Kaiser, shall receive a yearly fee of $120,000, payable by way of $3500 cash per month and the balance paid in monthly increments, in S-3, S-8 or Rule 144 restricted shares of Bravo common stock during the term of Mr. Kaiser’s employment, pro ratedKaiser’s employment.  As per agreement between the Company and Mr. Kaiser, the shares will be issued at the end of each month based on the low price of the stock as posted on the trading board used by the Company, for any partial employment period.

Copiesthe last trading day of each month

You may obtain copies of the employment agreements with Messrs. Parliament, Brooks, Wolfe,at www.sec.gov or by clicking on the Securities and Exchange Commission Filings link on the Investor Relations section of our website at www.bravomultinational.com, or by contacting Mr. Richard Kaiser, are attached as exhibits to this report.our corporate secretary, at 3419 Virginia Beach Boulevard, Unit 252, Virginia Beach, Virginia 23452, telephone (757) 306-6090, or email him atinfo@bravomultinational.com.

Goldland Holdings

-30-

Director Compensation

As a resultThe following table provides information relating to compensation of the election of Mr. Brooksour directors for our fiscal year ended December 31, 2017.  The current directors do not receive compensation for their duties as a director of the registrant, Mr. Brooks was awarded 2,000,000 shares of the restricted common stock of the registrant.  Moreover, due to his election as a director of the registrant, Mr. Brooks made a $100,000 direct investment in the registrant on October 1, 2015, in exchange for a convertible promissory note, providing for conversion rights into common stock of the registrant based on the registrant’s common stock price low as of September 23, 2015, which was $0.0212 per share.  A copy of the convertible promissory note is attached as an exhibit to this report.directors.

        

Name

Fees Earned orPaid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity IncentivePlan Compensation ($)

Nonqualified Deferred CompensationEarnings

($)

All OtherCompensation

($)

Total

($)

 

 

 

 

 

 

 

 

Paul Parliament

-0-

 172,500

-0-

-0-

-0-

-0-

 172,500

Richard Kaiser

 35,000

 86,500

-0-

-0-

-0-

-0-

 121,500

Douglas Brooks

-0-

 110,000

-0-

-0-

-0-

-0-

 110,000

At the meeting of the board of directors of the registrantBravo held on September 25, 2015, the board of directors voted that any new director elected to the board of directors of the registrantBravo shall receive $25,000 per year in shares of our common stock registered pursuant to a registration statement on Form S-8 filed with the SECSecurities and Exchange Commission to be paid quarterly.  In addition, any new director shall at the discretion of the board of directors be required to make a direct investment of not less than $100,000 into the registrantBravo in exchange for a convertible promissory note to be submitted to the board of directors for approval.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of February 29, 2016,December 31, 2017 by:

·

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

·

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

·

Each-Each director;

·

Each named executive officer; and

·

All-All directors and officers as a group.

35

 

 

Shares of Common StockBeneficially Owned (2)

Shares of Preferred StockBeneficially Owned (2)

Name of Beneficial Owner (1)

Number

Percent

Number

Percent

Paul Parliament (3)

21,043,127

7.99

1,000,000

33.3

Martin Wolfe (4)

4,272,399

1.62

1,000,000

33.3

Douglas Brooks (5)

6,491,615

2.46

-0-

-0-

Richard Kaiser (6)

  4,494,075

  1.71

   250,000

  8.3

All directors and officers as a group (four persons)

36,301,216

13.78

2,250,000

74.9

Julios Kosta (7)

37,724,777

14.32

500,000

16.6

Jack Frydman (8)

19,582,607

7.43

250,000

8.3

John G. Prosser II (9)

8,000

-0-

-0-

-0-

Allan Breitkreuz (10)

17,569,330

6.67

-0-

-0-

Pierre Quilliam (11), (12), (14), (15), (16), (18), (20), (21), (22), (23)

18,392,304

6.98

-0-

-0-

Denise Quilliam (12)

4,241,896

1.61

-0-

-0-

Thomas C. Ridenour (13)

15,769,690

5.99

-0-

-0-

Christian Quilliam (14)

8,353,030

3.17

-0-

-0-

Ressa Quilliam (15)

700

-0-

-0-

-0-

Pascale Quilliam Tutt (16)

3,975,700

1.50

-0-

-0-

FMW Media Works Corp. (17)

14,500,000

5.50

-0-

-0-

New Vision Financial, Ltd. (18)

3,000,000

1.11

-0-

-0-

Candice J. Renee (19)

12,000,000

4.44

-0-

-0-

Q-Prompt Florida (20)

1,000,000

0.37

-0-

-0-

Q-Prompt Ontario (21)

2,000,000

0.74

-0-

-0-

Bisell Investments, Inc. (Bahamas) (22)

2,020,000

0.74

-0-

-0-

Bisell Investments, Inc. (Florida) (23)

4,000,000

1.48

-0-

-0-

Vince Caruso (24)

1,500,000

0.06

-0-

-0-

Stephen Simon (25)

1,500,000

0.06

-0-

-0-

-31-


 

Shares of Common StockBeneficially Owned (2)

Shares of Preferred StockBeneficially Owned (2)

Name of Beneficial Owner (1)

Number

Percent

Number

Percent

Paul Parliament (3)

2,070,443

23.58

0

0

Martin Wolfe (4)

72,520

0.8

0

0

Douglas Brooks (5)

859,413

9.79

0

0

Richard Kaiser (6)

1,077,421

12.27

0

0

Julios Kosta (7)

2,423,710

27.6

0

0

Jack Frydman (8)

0

0

0

0

Merle Ferguson

0

0

0

0

All directors and officers as a  group (four persons)

4,079,777

46.44

0

0

(1)

Unless otherwise indicated, the address for each of these stockholders is c/oBravo Multinational Incorporated. Incorporated Co., 590 York Road,at 3419 Virginia Beach Blvd., Unit 3, Niagara On The Lake, Ontario, CANADA L0S 1J0.252 Virginia Beach, VA 23452, USA. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which hethat person beneficially owns.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  As of February 29, 2016,November 21, 2018, there were outstanding 263,405,812 shares of our common stock.  As of November 30, 2015, we have 3,000,000 shares of the Series A Preferred Stock issued and outstanding.  Each share of the Series A Preferred Stock has voting rights equal to 100 shares of our common stock.  Further, each share of the Series A Preferred Stock may be converted into 10 shares of our common stock.  However, there are restrictions on the conversion rights of the Series A Preferred Stock as stated elsewhere in this report. In addition, Mr. Frydman has assigned to Mr. Martin Wolfe all of his voting rights with respect of our Series A Preferred Stock.  See “Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”  Taken together, the holders of the Series A Preferred Stock have voting rights equal to 300,000,0008,779,058 shares of our common stock, which number exceeds our outstanding shares of common stock on February 29, 2016.  As of February 29, 2016, none of the Series A Preferred Stock has been converted intoand no shares of our common stock.  As a result of their ownership (and voting right of our Series A Preferred Stock in the case of Mr. Wolfe, which were assigned by Mr. Frydman to Mr. Wolfe) of 3,000,000 shares of our Series A Preferred Stock and 87,116,985  in the aggregate, Messrs. Parliament, Wolfe, Kaiser, Kosta, and Frydman have voting control over 387,116,985 shares of our commonpreferred stock which number exceeds our outstanding shares of common stock on February 29, 2016.  If you include the shares of our common stock owned by Douglas Brooks, Messrs. Parliament, Wolfe, Brooks, Kaiser, Kosta, and Frydman have voting control over 393,608,600  shares of our common stock, which number exceeds our outstanding shares of common stock on February 29, 2016.  Therefore, Messrs. Parliament, Wolfe, Brooks, Kaiser, Kosta, and Frydman, as a group, have voting control over all matters which may be acted upon by our stockholders.  There are no voting agreements among Messrs. Parliament, Wolfe, Brooks, Kaiser, Kosta, and Frydman, other than the assignment by Mr. Frydman to Mr. Wolfe of all voting rights possessed by Mr. Frydman in his 250,000 shares of Series A Preferred.


36

issued.   

 

(3)

Mr. Parliament iswas our former chairman of the board of the directors, chief executive officer, president and a director. On October 3, 2016 Mr. Parliament returned 34,725,323 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $1,128,573. On November 19, 2018, Mr. Parliament resigned as both officer and director.

(4)

Mr. Wolfe iswas our chief financial officer, principal accounting officer, treasurer, and treasurer.  On October 3, 2016 Mr. Wolfe returned 6,422,547 common shares to Bravo treasury for cancellation in exchange for a director.convertible promissory note with a face value of $208,733, which on July 1,2017 was converted to 72,520 common shares.Mr. Wolfe resigned all positions with the issuer as of February 28, 2017.

(5)

Mr. Brooks iswas our vice president and a director. On October 3, 2016 Mr. Brooks returned 13,591,363 common shares to Bravo treasury for cancellation in exchange for a convertible promissory note with a face value of $441,719. On November 19, 2018, Mr. Brooks resigned as both officer and director.

(6)

Mr. Kaiser is our secretary and corporatechief financial governance officer.

(7)

Mr. Kosta has a Mutual Release Agreement with Goldland Holdings.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consulting Agreements.”

(8)

Mr. Frydman has a Mutual Release Agreement with Goldland Holdings.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consulting Agreements.”

(9)

Mr. Prosser was the former chairman of our board of directors.  Mr. Prosser owns 8,000 shares of our common stock which are registered in the name of CEDE & Co.

(10)

Mr. Breitkreuz was our former chief operating officer, and director. On October 3, 2016 Mr. Kaiser returned 3,050,329 common shares to Bravo treasury for cancellation in exchange for a former director.

(11)

Mr. Pierre Quilliam was our former chairmanconvertible promissory note with a face value of the board of directors, chief executive officer, and president, and a former director.  Mr. Pierre Quilliam and Mrs. Denise Quilliam are married.  Although technically, under the rules of the SEC, the shares of our common stock owned by Mr. and Mrs. Christian Quilliam and Mrs. Pascale Quilliam Tutt, are not controlled by Mr. and Mrs. Pierre Quilliam, footnotes (14), (15), and (16), in the past all of the shares described in the referenced footnotes have been voted as dictated by Pierre Quilliam.  Consequently, we regard the owners of the shares described in footnotes (14), (15), and (16) as affiliates of Pierre Quilliam.  Therefore, taken together, the shares described in the referenced footnotes along with the shares described in footnotes (12), (18), (19), (20), (21), (22), and (23), provide Pierre Quilliam with voting control over 58,983,630 shares of our common stock, which number represents 22.76% of our outstanding shares of common stock.

(12)

Mrs. Denise Quilliam was our former corporate secretary and a former director.  Mrs. Denise Quilliam and Mr. Pierre Quilliam are married.

(13)

Mr. Ridenour was our former chief financial officer and a former director.

(14)

Mr. Christian Quilliam was one of our former officers.  Mr. Christian Quilliam is the son of Mr. and Mrs. Pierre Quilliam.

(15)

Mrs. Ressa Quilliam is the wife of Mr. Christian Quilliam.

(16)

Mrs. Tutt was one of our former vice presidents.  Mrs. Tutt is the daughter of Mr. and Mrs. Pierre Quilliam.

(17)

FMW Media Works Corp., a New York corporation, controlled by Vincent Caruso and Stephen Simon.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consulting Agreements.”

(18)

New Vision Financial, Ltd., a Seychelles corporation, controlled by Pierre Quilliam, our former chairman of the board of directors, chief executive officer, and president, and a former director.

(19)

Ms. Renee is an affiliate of Pierre Quilliam, our former chairman of the board of the directors, chief executive officer, and president, and a former director.

(20)

Q-Prompt, a Florida corporation, controlled by Christian Quilliam, one of our former officers.  Mr. Christian Quilliam is the son of Mr. and Mrs. Pierre Quilliam.

(21)

Q-Prompt, an Ontario corporation, controlled by Christian Quilliam, one of our former officers.  Mr. Christian Quilliam is the son of Mr. and Mrs. Pierre Quilliam.

(22)

Bisell Investments, Inc. (Bahamas) a Bahamas corporation, controlled by Pierre Quilliam, our former chairman of the board of directors, chief executive officer, and president, and a former director.

(23)

Bisell Investments, Inc. (Florida) a Florida corporation, controlled by Pierre Quilliam, our former chairman of the board of directors, chief executive officer, and president, and a former director.

(24)

Vince Caruso is a corporate development business consultant for the company and executive/owner of FMW Media Works.

(25)

Stephen Simon is a corporate development business consultant for the company and executive/owner of FMW Media Works.


37

$99,136.

 

As(7) Mr. Kosta had a result of theConsulting Agreement with Bravo Multinational Incorporated which expired on September 30, 2018. On October 3 and 11, 2016, Mr. Kosta returned 8,484,882 and 5,333,334 common stock and preferred stock ownership by Messrs. Parliament, Brooks, Wolfe, Kaiser, Kosta, and Frydman, they will be able to control all matters requiring stockholder approval including the election of directors, merger or consolidation.  This concentration of ownership may delay, deter or prevent acts which could reduce the market price of our common stock.

Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

·

The operation of which may at a subsequent date result in a change in control of the registrant; or

·

With respectshares, respectively to the electionBravo treasury for cancellation in exchange for convertible promissory notes of directors or other matters.$36,497, $239,266 and $160,000.


(8 ) Mr. Frydman had a Consulting Agreement with Bravo Multinational Incorporated which was cancelled on January 6th, 2017.

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

Other as stated above, there are no other agreementsOn 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 its Principal Officer at Rentcom, Inc. (Read “Subsequent Event” Section).

-32-


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 its Principal Officer at Investcom, Inc.  (Read “Subsequent Event” Section).

On September 01, 2017, the Board of Directors issued a promissory note to Investcom, Inc. for $190,000 with anyinterest at a rate of our officers and directors.

Richard Kaiser jointly owns Yes International which is under contract8% per annum for gaming equipment purchases with the registrantnote plus interest to provide Investor Relations, Consulting, Press Services and Edgar Filing services.  Yes International signed a one year contractbe paid back in October 2014, and received $3,500 in combination of cash and/full on or restricted shares of our common stock, issued pursuant to a registration statement on Form S-8 under the Securities Act.  This agreement was cancelled as of March 24, 2015.before December 30, 2017. Investcom, Inc. is an entity owned by Paul Parliament (Read “Subsequent Event” Section).

Item 14.Principal Accounting Fees and Services.

Audit Fees

There were no aggregate fees billed by Kappin Professional Corporation, Certified Public Accountants ("KPC") for professional services rendered for tax services for the fiscal years ended December 31, 2016.

The aggregate fees billed by Scrudato & Co. CPABF Borgers, Certified Public Accountants for professional services rendered for the audit of our annual financial statements for the fiscal yearyears ended December 31, 2015,2017 and 2016 were $14,000$40,000 and December 31, 2014 $14,000.$49,400, respectively.

Audit Related Fees

The

None.

Tax Fees

There were no aggregate audit-related fees billed by Scrudato & Co. CPAKappin Professional Corporation, Certified Public Accountants ("KPC") for professional services rendered for the audit of our annual financial statementstax fees for the fiscal year ended December 31, 2015, were $14,000 and December 31, 2014 were $14,0002016.

Tax Fees

The aggregate tax fees billed by Scrudato & Co. CPA forBF Borgers, Certified Public Accountants professional services rendered for tax services for the fiscal years ended December 31, 20152017 and December 31, 2014, were NIL.


38

2016 was $-0- and $-0-,respectively.

 

All Other Fees

There were no other fees billed by Scrudato & Co. CPAKappin Professional Corporation, Certified Public Accountants ("KPC") for professional services rendered during the fiscal years ended December 31, 20152016 other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees

There were no other fees billed by BF Borgers, Certified Public Accountants for professional services rendered during the fiscal years ended December 31, 20142017 and 2016, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.


Section 16A Beneficial Ownership Reporting Compliance

In October, 2017 Mr. Paul Parliament, the then President and a Director of the Company, filed a Form 5 which revealed that he failed to timely file with the SEC a Form 4 beneficial report on 2 occasions relating to 3 transactions. In addition, it appears that Mr. Parliament violated the short swing profit rules by buying and selling stock of the Company during 2017 within a 6 month period. As a result the Company penalized Mr. Parliament by withholding compensation that was due to Mr. Parliament in the amount of profit he earned on those trades - i.e. $4,247.

Subsequently, on November 19, 2019, Mr. Parliament resigned his positions with the Company and he is no longer an officer or director of the Company.


-33-


PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a)

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

(b)

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

(c)

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


Exhibit No.

Identification of Exhibit

3.1**

Certificate of Incorporation for Montrose Ventures, Inc. dated May, 25 1989.1989http://www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt

3.2**

Certificate of Amendment to Certificate of Incorporation, dated April 23, 1996, changing the name of Montrose Ventures, Inc. to Java Group, Inc.

www.sec.gov/Archives/edgar/data/1010779/0000912057-96-009053.txt

3.3**

Certificate of Amendment to Certificate of Incorporation, dated September 1, 2014, changing the name of Java Group, Inc. to Consolidated General Corp.

www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex31.htm

3.4**

Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007, filed as Exhibit 3.1 to the registrant’sRegistrant's Registration Statement on Form 10 on November 24, 2008, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex31.htm

3.5**

Corrected Certificate of Amendment to Certificate of Incorporation dated October 5, 2010, filed as Exhibit 3.3 to the registrant’sRegistrant's Annual Report on Form 10-K, on March 31, 2011, Commission File Number 000-53505.www.sec.gov/Archives/edgar/data/1444839/000109181811000137/ex33.htm

3.6**

Certificate of Amendment to Certificate of Incorporation, filed February 3, 2014, filed as Exhibit 3.4 to the registrant’sRegistrant's Annual Report on Form 10-K, on April 15, 2014, Commission File Number 000-53505.www.sec.gov/Archives/edgar/data/1444839/000109181814000138/ex34.htm

3,7*3.7**

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

www.sec.gov/Archives/edgar/data/1444839/000109181816000256/ex31.htm

3.8**

Bylaws of Goldcorp Holdings Co., filed as Exhibit 3.2 to the registrant’sRegistrant's Registration Statement on Form 10 on November 24, 2008, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex32.htm

3.9**

Amended and Restated Bylaws of Goldland Holdings Co.Bravo Multinational Incorporated. dated March 24, 2015,February 13, 2017, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.Registrant's DEF 14C – Information Statement. www.sec.gov/Archives/edgar/data/1444839/000109181817000014/ex3.htm

4.1**

Form of Common Stock certificate, filed as Exhibit 4.1 to the registrant’sRegistrant's Registration Statement on Form 10 on November 24, 2008, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181808000377/ex4.htm

4,2*4.2**

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.9 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.





www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex41.htm

39

4.3**

Certificate of Designation for Series A Preferred Stock of Goldland Holdings Co. filed with the Secretary of State of Delaware on March 24, 2015, filed as Exhibit 4.1 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505. www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex41.htm

-34-


10.1**

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

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex101.htm

10.2**

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

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex102.htm

10.3**

Corporate Governance Principles of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.510.3 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex103.htm

10.4**

Charter of the Executive Committee of the Board of Directors of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.610.4 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex104.htm

10.5**

Charter of the Finance Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.710.5 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex105.htm

10.6**

Charter of the Governance and Nominating Committee of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 10.810.6 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex106.htm

10.7**

Form of Series A Preferred Stock Certificate of Goldland Holdings Co., filed as Exhibit 10.910.7 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.

10.8**

Securities Purchase Agreement between Goldland Holdings, Co. and KBM Worldwide, Inc. dated December 8, 2014, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on December 12, 2014, Commission File Number 000-53505.www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex107.htm

10.9*10.08**

Promissory Note between Goldland Holdings, Co. and KBM Worldwide, Inc. dated December 8, 2014, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on December 12, 2014, Commission File Number 000-53505.

10.10**

Amendment to Lease dated April 12, 2013, filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K, on April 16, 2013, Commission File Number 000-53505.

10.11**

Amended Asset Purchase Agreement dated November 18, 2013, by and among Universal Entertainment SAS, Ltd., Game Touch, LLC, and Claudia Fuentes Robles, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on November 18, 2013, Commission File Number 000-53505.

10.12**

Lease Agreement between Universal Equipment SAS, Inc. and Vomblom & Pomare SA dated September 19, 2013 filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10 on April 15, 2014, Commission File Number 000-53505.






40

10.13**

Form of Consulting Agreement, filed as Exhibit 10.11 to the registrant’s Annual Report on Form 10-K on April 15, 2014, Commission File Number 000-53505.

10.14**

Employment Agreement with Pierre Quilliam dated September 1, 2013, filed as Exhibit 10.12 to the registrant’s Annual Report on Form 10-K on April 15, 2014, Commission File Number 000-53505.

10.15**

Employment Agreement with Thomas Ridenour dated October 1, 2013, filed as Exhibit 10.13 to the registrant’s Annual Report on Form 10-K on April 15, 2014, Commission File Number 000-53505.

10.16**

Employment Agreement dated March 24, 2015, between Paul Parliament and the registrant.

10.17**

Employment Agreement dated September 25, 2015, between Douglas Brooks and the registrant.

10.16**

Employment Agreement dated March 24, 2015, between Martin Wolfe and the registrant.

10.16**

Employment Agreement dated March 24, 2015, between Richard Kaiser and the registrant.Registrant, filed as Exhibit 10.19 Annual Report Form 10-K on Feb. 8, 2016. www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1019.htm

10.17*10.09**

Consulting Agreement dated as of October 1, 2014, between Yes International and the registrant.Registrant, filed as Exhibit 10.20 Annual Report Form 10-K on Feb. 8, 2016.www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1020.htm

10.18*10.10**

Consulting Agreement dated November 9, 2015, between FMW Media Works Corp. and the registrant.

10.19**

Consulting Agreement dated as of October 1, 2015, between Vincent Caruso and the registrant.

10.20**

Consulting Agreement dated as of October 1, 2015, between Stephen Simon and the registrant.

10.21**

Mutual Release dated as of October 1, 2015, between Jack Frydman and the registrant.

10.22**

Mutual Release dated as of October 1, 2015, between Julios Kosta and the registrant.

10.23**

Consulting Agreement dated July 23, 2015, between Delaney Equity Group, LLC and the registrant.

10.24**

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

www.sec.gov/Archives/edgar/data/1444839/000109181816000216/ex1027.htm

10.25*10.11**

Consulting Agreement dated October 1, 2013, between Jack Frydman and the registrant.

10.26**

Consulting Agreement dated October 1, 2013, between Julios Kosta and the registrant.

10.27**

Convertible Promissory NoteNoted dated April 1, 2015,October 3, 2016 issued by the registrantRegistrant in favor of Richard Kaiser, in the amount of $99,135.69 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1035.htm

10.12**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Paul Parliament, in the amount of $39,783.14.$ 1,128,573. (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1036.htm

10.28*10.13**

Convertible Promissory NoteNoted dated June 1, 2015,October 3, 2016 issued by the registrantRegistrant in favor of Paul Parliament,Martin Wolfe in the amount of $93,583.86.$208,732.78 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1037.htm

10.29*10.14**

Convertible Promissory NoteNoted dated August 1, 2015,October 3, 2016 issued by the registrantRegistrant in favor of Paul Parliament,Douglas Brooks in the amount of $22,938.16.$ 441,719.29 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1038.htm

10.30*10.15**

Convertible Promissory NoteNoted dated May 1, 2015,October 3, 2016 issued by the registrantRegistrant in favor of Paul Parliament,Julios Kostas, in the amount of $47,022.21.$239,261.26(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1039.htm

10.16**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Julios Kostas, in the amount of $36,497.40 (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1040.htm

10.17**

Convertible Promissory Noted dated October 11, 2016 issued by the Registrant in favor of Julios Kostas, in the amount of $160,000.(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1041.htm

10.18**

Convertible Promissory Noted dated October 3, 2016 issued by the Registrant in favor of Eric Peterson in the amount of $5,555.55(filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1042.htm

10.19**

Convertible Promissory Noted dated June 2, 2017 issued by the Registrant in favor of Toghrol Dindoust in the amount of $22,400. (filed Form 10K on June 6, 2017) www.sec.gov/Archives/edgar/data/1444839/000109181817000104/ex1043.htm

10.20**

 Promissory Note Marty Wolfe for $35,000. -June 22, 2017 (filed as exhibit 10.1 on March 31, 2017 Qtr. Report)-www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex101.htm

10.21**

 Machine Loan- Rentcom, Inc for $76,000..-June 30, 2017 (filed as exhibit 10.2 on March 31, 2017 Qtr. Report)-www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex102.htm

10.22**

Machine Loan-Investcom, Inc.for $152,000--June 30, 2017 (filed as exhibit 10.3 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex103.htm

10.23**

Consulting Agreement- Kim Davis-May 30, 2017 (filed as exhibit 10.4 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex104.htm

10.24**

 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) (filed as exhibit 10.5 on March 31, 2017 Qtr. Report)

10.25**

Employment Contract-Parliament-March 22, 2017 (filed as exhibit 10.6 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex106.htm

10.26**

Advance Machine Purchase Agreement-March 29, 2017(filed as exhibit 10.7 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex107.htm

10.27**

Advance Machine Purchase Agreement-May 30, 2017(filed as exhibit 10.8 on March 31, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000109/ex108.htm

10.28**

Promissory Note -Toghrol Dindoust for $16,000- August 15, 2017 (Filed as Exhibit 10.6 on  Sept. 30, 2017 Qtr Report).- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex106.htm

10.29**

 Promissory Note -Investcom ,Inc. for $190,000- September 1, 2017. (Filed as Exhibit 10.7 on Sept. 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex107.htm

-35-


10.30*Resignation Letter-Paul Parliament-November 19, 2018
10.31*Resignation Letter- Douglas Brooks-November 19, 2018
10.32*Order to Convert Promissory Note Holder-Paul Parliament-December 4, 2018
10.33*Order to Convert Promissory Note Holder-Douglas Brooks-December 4, 2018
10.34*Order to Convert Promissory Note Holder-Richard Kaiser-December 4, 2018
10.35*Order to Convert Promissory Note Holder-Julios Kosta-November 27, 2018
10.36*Order to Convert Promissory Note Holder-Marsadi Parliament- December 4, 2018
10.37*Gift Letter I. Pilon to M. Parliament- December 31, 2017
10.38*Release and Settlement Agreement-Jack Frydman January 10, 2017
10.39*Release Agreement- Centro de Entretenimiento y Diversion MombachoS.A- December 30, 2017
10.40*Settlement Agreement-Martin Wolfe- December 28, 2018

14.1**

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

www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex141.htm

14.2**

Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Goldland Holdings Co. dated March 24, 2015, filed as Exhibit 14.2 to the registrant’sRegistrant's Current Report on Form 8-K/A, Amendment No. 1, on April 1, 2015, Commission File Number 000-53505.www.sec.gov/Archives/edgar/data/1444839/000109181815000052/ex142.htm

31.1*

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

31.2*

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

32.1*

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

32.2*

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

101.INS*99.1**

XBRL INSTANCE DOCUMENT

Press Release (Filed as Exhibit 99.1 on June 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000118/ex991.htm

101.SCH*99.2**

XBRL TAXONOMY EXTENSION SCHEMA

Press Release (Filed as Exhibit 99.2 on June 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000118/ex992.htm

101.CAL*99.3**

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

  Press Release (Files as Exhibit 99.3 on Sept. 30, 2017 Qtr. Report)- www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex993.htm

101.DEF*99.4**

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

Press Release (Files as Exhibit 99.4 on Sept. 30, 2017 Qtr. Report)- https://www.sec.gov/Archives/edgar/data/1444839/000109181817000230/ex994.htm

101.LAB**

101*

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE**

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASEInteractive Exhibits

____________

*

Filed herewith.

**

Previously filed.


-36-

41


SIGNATURES

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

BRAVO MULTINATIONAL INCORPORATED

Date: April 28, 2016 .

By /s/ Paul Parliament

    Paul Parliament, President and Chief Executive Officer

 

By /s/ Martin WolfeMerle Ferguson

    Martin Wolfe,Merle Ferguson, President, Chief Executive Officer, and Chairman

By /s/ Richard Kaiser

    Richard Kaiser, Interim Chief Financial Officer and

    Principal Accounting Officer Director


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

Signature

Title

Date

/s/ Paul ParliamentMerle Ferguson
PAUL PARLIAMENTMerle Ferguson

Chairman, President, Chief Executive Officer, and Director

April 28, 2016

March 7, 2019

/s/ Douglas Brooks
DOUGLAS BROOKS

 

Vice President and Director

 

April 28, 2016

/s/ Martin Wolfe
MARTIN WOLFE

Chief Financial Officer, Principal Accounting Officer, and Director

April 28, 2016

/s/ Richard Kaiser
RICHARD KAISERRichard Kaiser

Interim CFO, Secretary, and Corporate Governance Officer and Director

March 7 , 2019

-37-



BRAVO MULTINATIONAL INCORPORATED



April 28, 2016FINANCIAL REPORTS

AT

DECEMBER 31, 2017



42


 

BRAVO MULTINATIONAL CORPORATIONINCORPORATED

(FORMERLY GOLDLAND HOLDINGS CO.)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2015 & 2014

WITH AUDIT REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

TABLE OF CONTENTS

DESCRIPTION

TABLE OF CONTENTS

PAGE

Audit

Report of Independent CertifiedRegistered Public AccountantsAccouting FirmF-2

Consolidated Balance Sheets at December 31, 2014

F-2

Balance Sheets as of December 31, 2015 & 20142017 and 2016   

F-3

Consolidated Statements of Operations for the years endedYears Ended December 31, 2015 & 20142017 and 2016           

F-4

Consolidated Statements of Stockholders'Changes in Equity for the years endedYears Ended December 31, 2015 & 20142017 and 2016         

F-5

Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2015 & 20142017 and 2016

F-6

Notes to the Financial Statements for the years ended December 31, 2015 & 2014

F-7





F1F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Scrudato & Co., PA

Certified Public Accounting Firm

To the Board of Directors and Stockholders ofBRAVO MULTINATIONAL CORPORATION FORMERLY  GOLDLAND HOLDINGS CO. Bravo Multinational Incorporated:

We have audited the accompanying consolidated balance sheetsheets of Bravo Multinational Corporation formerly Goldland Holdings Co.Incorporated and its subsidiaries (“the Company”) as of December 31, 20152017 and December 31, 20142016 and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the yearyears then ended. These consolidated financial statements are the responsibility of the CompanyCompany's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.audits. 

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provides a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bravo Multinational Incorporated and its subsidiaries as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bravo Multinational Corporation formerly Goldland Holdings Co. at December 31, 2015 and December 31, 2014, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11,4 to the consolidated financial statements, the Company has incurredsuffered recurring losses from operations and has a significant accumulated deficits, recurring operating losses and a negative working capital. This and otherdeficit. In addition, the Company’s cash position may not be significant enough to support the Company’s daily operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discusseddescribed in Note 11.4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has significant transactions and relationships with related parties, including entities controlled by the Company’s Chief Executive Officer and by the Company’s major shareholder and directors, which are described in Note 8 to the consolidated financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/ John ScrudatoB F Borgers CPA

Califon, New Jersey

April 13, 2016

7 Valley View Drive Califon, New Jersey 07830

Registered Public Company Accounting Oversight Board Firm PC


B F Borgers CPA PC
Lakewood, CO
March 7, 2019

F2




BRAVO MULTINATIONAL CORPORATION

BALANCE SHEET

DECEMBER 31, 2015 & DECEMBER 31, 2014

  

December 31

 

December 31

  

2015

 

2014

ASSETS

 

$

$

  
 

Cash

2,563

3,604

 

Prepaid expenses

439,390

--

 

Other assets

--

--

 

TOTAL CURRENT ASSETS

441,952

3,604

  
 

Gaming equipment, net

274,654

342,376

 

Office furniture, net

12,944

--
 

 287,598

342,376

TOTAL ASSETS

                  729,550

345,980

 

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

Accounts payable and accrued expenses

44,200

162,975

 

Due to related party

--

6,429

 

Notes payable

54,201

68,500

 

Payroll liabilities

                     --

3,737

 

Accrued compensation

22,000

--

 

Directors loans

158,498

56,847

 


TOTAL LIABILITIES

278,898

298,488

 

  

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

Common stock - par value $0.0001

[1,000,000,000 shares authorized, 263,405,812 issued and outstanding]

26,340

14,275

 

Preferred stock, 5,000,000 shares authorized, 3,000,000 issued and authorized

300

 --

 

Additional paid in capital

24,125,219

21,450,055

 

Accumulated deficit

(23,701,207)

(21,416,837)

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

450,652


47,492

  

TOTALLIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

729,550

    345,980


F3

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTSF-2





BRAVO MULTINATIONAL CORPORATION

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015 & 2014

   

December 31

 

December 31

   

2015

 

2014

   

$

 

$

REVENUE

--

161,500

   

EXPENSES

   
  

Professional fees

614,519

1,691,158

  

Stock compensation expense

326,739

785,082

  

Salary

274,007

--

  

Depreciation expense

67,722

                33,861

  

Contract cancellation

             726,700

--

  

General and administrative

202,933

234,529

   

2,212,620

2,744,630

   

LOSS FROM OPERATIONS

(2,212,620)

(7,019,876)

   
  

Interest expense

              10,549

--

   

NET LOSS BEFORE FOLLOWING

$ (2,223,170)

$ (7,019,876)

   
  

Write down of mining property

360,000

360,000

  

Prior period adjustment

61200

--
   

NETLOSS

$ (2,284,370)

$(7,019,876)
   

Net loss per common share - basic and fully diluted

$ (0.18)

$ (0.18)

   

Weighted average number of common shares outstanding

23,652,991

39,769,016

Bravo Multinational Incorporated

CONSOLIDATED BALANCE SHEETS

December 31,

               2017

 

               2016

    

ASSETS

   

Current Assets

   

Cash and Cash Equivalents

 $               64

 $                —

Accounts Receivable (Net of Allowance of $42,312 and $-0-, respectively)

                  —

                  —

Inventory

                  —

          198,000

Notes Receivable - Related Party (Net of Allowance of $418,000 and $-0-, respectively)

                  —

                  —

Prepaid Expenses

                  —

 

              5,452

 

Total Current Assets

                  64

          203,452

 

Property and Equipment - Net of Accumulated Depreciation

                410

 

                637

 

Total Assets

 $              474

 

 $       204,089

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

Liabilities

Bank Overdraft

 $                —

 $           1,638

Accounts Payable and Accrued Expenses

          130,892

          111,395

Customer Deposits

            35,800

            35,800

Inventory Loan Payable - Related Party

              4,500

            99,000

Due to Related Parties

            64,929

            71,179

Notes Payable

          134,490

            15,074

Notes Payable - Related Party, Current

          145,247

          479,843

Accrued Board of Directors Fees

          399,500

          560,000

Accrued Interest

                  —

            41,409

Directors Loans

          783,901

 

       1,327,428

 

Total Current Liabilities

       1,699,259

       2,742,766

 

Notes Payable - Related Party, Net of Current

          480,881

 

          167,324

 

Total Liabilities

       2,180,140

 

       2,910,090

 

Commitments and Contingencies (Note 12)

 

Stockholders' Equity

Common Stock - $0.0001 Par; 1,000,000,000 Shares Authorized,  

         3,812,390 and 858,536 Issued and Outstanding, Respectively

                380

                  85

Preferred Stock - $0.0001 Par; 50,000,000 Shares Authorized,

         5,000,000 Issued and Outstanding

                  —

                500

Additional Paid-In-Capital

      25,758,235

      23,466,691

Accumulated Deficit

     (27,938,281)

 

     (26,173,277)

 

Total Stockholders' Equity

      (2,179,666)

 

      (2,706,001)

 

Total Liabilities and Stockholders' Equity

 $              474

 

 $       204,089

 
The accompanying notes are an integral part of these financial statements

 


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3




Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF OPERATIONS

     

For the Years Ended December 31,

 

2017

 

2016

     

Revenue

    

Sale of Equipment

 

 $       239,000

 $       100,595

Sale of Equipment - Related Parties

 

       1,428,500

          641,250

Machine Income

 

          148,478

 

                  —

  

Total Revenue

 

       1,815,978

          741,845

  

Cost of Sales

 

Cost of Sales

 

          433,826

           49,500

Cost of Sales - Related Parties

 

          922,500

 

          427,500

  

Total Cost of Sales

 

       1,356,326

          477,000

  

Gross Profit

 

          459,652

 

          264,845

  

Expenses

 

Amortization and Depreciation

 

                226

             5,071

Commissions

 

          187,150

           95,950

Corporate Development

 

                  —

          221,667

General and Administrative

 

          597,484

          157,884

Professional Fees

 

          211,725

          514,520

Board of Directors Fees

 

          908,500

          583,000

Stock Compensation Expense

 

                  —

 

          569,091

  

Total Expenses

 

       1,905,085

 

       2,147,183

  

Loss from Operations

 

      (1,445,433)

      (1,882,338)

  

Other (Income) and Expense

 

Breach of Contract Damages Income

 

                  —

          (50,000)

Impairment of License Right

 

                  —

          295,000

Loss on Loan Conversion

 

          180,214

                  —

Interest Expense

 

          139,357

 

           57,134

  

Total Other (Income) and Expense

 

          319,571

 

          302,134

  

Loss Before Income Taxes

 

      (1,765,004)

      (2,184,472)

  

Income Taxes

 

                  —

 

                  —

  

Net Loss

 

 $   (1,765,004)

 

 $   (2,184,472)

  

Weighted Average Number of Common Shares -Basic and Diluted

     2,719,593   1,048,357

  

 

   

    

 Net Loss Per Common Shares - Basic and Diluted

 

 $           (0.65)

 

 $           (2.08)

  
The accompanying notes are an integral part of these financial statements


F-4


Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

              
 

Common Stock

 

Preferred Stock

 

Additional

   

Total

 

$ 0.0001 Par

 

$0.0001 Par

 

Paid-In

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Deficit

              

Balance - January 1, 2016

           849,686

 $        84

        3,000,000

 $          300

 $ 23,936,614

 $  (23,988,805)

 $          (51,807)

 

Common Stock Issued in Exchange for Accrued Expenses

            20,833

             2

                   —

                —

           121,288

                       —

                121,290

 

Common Stock Issued for Loan Conversions

            69,148

             8

                   —

                —

           311,465

                       —

                311,473

 

Common Stock Issued in Exchange for Compensation

            33,480

             3

                   —

                —

           268,921

                       —

                268,924

 

Common Stock Issued for Acquistion of Equipment

            41,667

             4

                   —

                —

           337,496

                       —

                337,500

 

Common Stock Issued for Services

            41,208

             4

                   —

                —

           305,007

                       —

                305,011

 

Common Stock Issued for License Rights

            33,333

             3

                   —

                —

           299,997

                       —

                300,000

 

Common Stock Cancelled by Court Order

             (1,667)

            (0)

                   —

                —

                   —

                       —

                         —

 

Common Stock Returned in Exchange for Promissory Notes

          (229,153)

          (23)

                   —

                —

       (2,313,897)

                       —

             (2,313,920)

 

Preferred Stock Issued for Services

                   —

           —

        2,000,000

              200

           199,800

                       —

                200,000

 

Net Loss  

                   —

 

           —

 

                   —

 

                —

 

                   —

 

           (2,184,472)

 

             (2,184,472)

 

Balance - December 31, 2016

           858,536

           85

        5,000,000

              500

      23,466,691

         (26,173,277)

             (2,706,001)

 

Shares Cancelled

                (570)

           —

       (5,000,000)

             (500)

             (5,055)

                       —

                   (5,555)

 

Common Stock Issued in Exchange for Accrued Expenses

            38,463

             4

                   —

                —

             24,996

                       —

                  25,000

 

Common Stock Issued for Loan Payments (Includes Loss on Conversion)

           372,618

           37

                   —

                —

           564,831

                       —

                564,868

 

Expenses Incurred Related to Machine Income Prior to Return to Vendor

                   —

           —

                   —

                —

           198,026

                       —

                198,026

 

Common Stock Issued to Pay for Inventory

           762,605

           76

                   —

                —

           449,924

                       —

                450,000

 

Common Stock Issued to Pay Accrued Board of Directors Fees

           954,713

           95

                   —

                —

           495,905

                       —

                496,000

 

Common Stock Issued for Current Year Services and Board of Directors Fees

           826,025

           83

                   —

                —

           562,917

                       —

                563,000

 

Net Loss

                   —

 

           —

 

                   —

 

                —

 

                   —

 

           (1,765,004)

 

             (1,765,004)

 

Balance - December 31, 2017

        3,812,390

 

 $    380

 

                   —

 

 $        —

 

 $  25,758,235

 

 $    (27,938,281)

 

 $         (2,179,666)

 
The accompanying notes are an integral part of these financial statements

BRAVO MULTINATIONAL CORPORATION

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2015 & 2014

 

 

Common

Shares

 

Preferred

Shares

 

Common Stock

@ Par

 

Preferred Stock @ Par

 

Additional

Paid in Capital

 

Accumulated Deficit/Other

Total Shareholder's (Deficit)Equity

   

$

 

$

$

$

Balance at 12/31/2014

142,749,669

--

14,275

--

21,450,055

(21,943,120)

(6,267,775)

Issuance of common stock for services

34,393,511

--

3,439

--

515,789

519,228

Issuance of common stock for compensation

 

26,543,939

 

--

 

2,654

 

--

 

686,474

 

--

 

689,128

Issuance of stock for legal award

150,000

--

15

--

1,320

--

1,335

Issuance of common stock from Treasury

170,940

--

17

--

3,983

  --

                4,000

Issue of Common Stock for loan conversion

11,092,928

--

1,109

--

205,836

--

206,945

Issue of common stock for corporate development

17,500,000

--

1,750

--

488,250

--

490,000

Issuance of common stock for expense reimbursement

158,119

--

16

--

3,627

--

3,643

Issuance of common stock for consulting

2,146,706

--

215

--

46,035

--

46,250

Issuance of common stock for contract cancellations

                   28,500,000

-- 

2,850

--

723,850

--

726,700


Issuance of preferred stock for services

 

--

3,000,000

--

300

----

300

Net Loss

----------

(2,284,370)

(2,284.370)

Balance at 12/31/2015               

    263,405,812

3,000,000

26,340

300

24,125,219

   (23,701,207)

           403,159

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-5


Bravo Multinational Incorporated

CONSOLIDATED STATEMENTS OF CASH FLOWS

     

For the Years Ended December 31,

 

2017

 

2016

     

Cash Flows from Operating Activities

    
     

Net Loss

 

 $     (1,765,004)

 $   (2,184,472)

  

Non-Cash Adjustments:

 

Amortization and Depreciation

 

             258,552

             5,071

Bad Debts

 

             463,037

                  —

Common Stock Issued for Current Year Services and Board of Directors Fees

 

             563,000

         571,102

Common Stock Issued for Interest on Debt Conversion

 

                9,846

           12,947

Loss on Loan Conversion

 

             180,214

                  —

Impairment of License Right

 

                     —

         295,000

Preferred Stock Issued for Services

 

                     —

         200,000

Sales of Equipment in Exchange for Notes, Net of Costs

 

         (1,139,030)

                  —

Machine Income, Net of Related Costs

 

            (102,612)

                  —

Changes in Assets and Liabilities:

 

Prepaid Expenses

 

                5,452

         221,910

Inventory

 

             198,000

         477,000

Accounts Payable and Accrued Expenses

 

              44,497

           67,196

Deposits on Sales

 

                     —

           35,800

Accrued Board of Directors Fees

 

             370,500

         538,000

Accrued Interest

 

             (41,409)

 

           41,409

  

Net Cash Flows Used In Operating Activities

 

            (954,957)

 

         280,963

  

Cash Flows from Investing Activities

 

Acquisition of Fixed Assets

 

                     —

 

               (708)

  

Cash Flows from Financing Activities

 

Bank Overdraft

 

               (1,638)

             1,638

Notes Payable

 

              37,816

            (8,611)

Notes Payable Related Parties, Net

 

              30,370

                  —

Inventory Loan Payable - Related Party, Net

 

             778,250

        (238,500)

Due to Related Parties, Net

 

               (6,250)

                  —

Director's Loans

 

             116,473

 

        (158,635)

  

Net Cash Flows Used In Financing Activities

 

             955,021

 

        (404,108)

  

Net Change in Cash and Cash Equivalents

 

                     64

        (123,853)

  

Cash and Cash Equivalents - Beginning of Year

 

                     —

 

             2,563

  

Cash and Cash Equivalents - End of Year

 

 $                  64

 

 $      (121,290)

  

Cash Paid During the Year for:

 

Interest

 

 $                551

 $               —

Income Taxes

 

 $                  —

 

 $               —

  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common Stock Exchanged for Debt Conversion

 

 $         564,868

 $      311,473

Common Stock Issued for Accrued Directors Fees

 

 $         496,000

 $               —

Common Stock Issued for Accrued Expenses

 

 $           25,000

 $      121,290

Preferred Stock Issued for Services

 

 $                  —

 $      200,000

Gifting of Loans Payable

 

 $         375,000

 $               —

Common Stock Issued for Acquistion of License Right

 

 $                  —

 $      300,000

Common Stock Returned in Exchange for Promissory Notes

 

 $                  —

 $  (2,313,920)

Common Stock Issued for Inventory Loan Payment

 

 $         450,000

 $               —

Return of Common Shares for Note Payable

 

 $             5,555

 $               —

Creation of Note Payable from Accrued Compensation

 

 $           35,000

 $               —

Notes Payable Reduced with Machine Sales

 

 $         290,000

 $               —

The accompanying notes are an integral part of these financial statements

BRAVO MULTINATIONAL CORPORATION

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 & 2014

 

2015

 

2014

Cash flows from operating activities:

$

 

$

Net income (loss)

(2,223,170)

 

(2,943,120)

Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities:

   

Issuance of common stock for services

519,228

 

8,928,984

Impairment of mining assets

--

 

360,000

Issuance of common stock for compensation

689,128

 --

Issuance of common stock for debt conversion

206,945

 --

Issuance of common stock for legal award

1,335

 --

Issuance of common stock from Treasury

4,000

 --

      Issuance of common stock for corporate        development

490,000

 --

Issuance of common stock for expense reimbursement

3,643

 --

Issuance of common stock for consulting

46,250

 --

Issuance of common stock for contract cancellations

726,700

 --

Issuance of preferred stock for services

300

 --

Increase (decrease) in operating assets and liabilities:

   

Depreciation

67,722

 --

Accounts payable and accrued expenses

(122,512)

 

62,424

Prepaid expenses

(439,390)

 

17,500

Accrued compensation

22,000

 

(6,045,973)

Acquisition of fixed assets

(12,944)

  

Net cash (used in) operating activities

(20,765)

 

379,815

Cash flows from financing activities:

   

Payments of related party payable

(6,428)

 

(444,711)

Proceeds(payment) from notes payable

(14,299)

 

68,500

Increase in directors loans payable

40,451

  
 

19,724

 

(376,211)

Net cash provided by financing activities

(20,727)

 

(376,211)

Net increase (decrease) in cash and cash equivalents

3,604

 

3,604

Cash and equivalents at beginning of period

 --

 

 --

Cash and equivalents at end of period

$ 2,563

 

$ 3,604

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



F-6


BRAVO MULTINATIONAL CORPORATIONINCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 & 2014

NOTE 1: ORGANIZATION1 – Organization & DESCRIPTION OF BUSINESSDescription 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.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 compant’scompany’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, 2015.2016.  As a result of the change of name of thecompany,the company, the company’s trading symbol was changed to “BRVO” and the CUSIP identifier was changed to 10568F109.

The companyCompany 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. (“Silver Falcon”)(SFMI) under which Silver FalconSFMI is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by Silver FalconSFMI 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 was fully impaired due to lack of economic viabilities of such properties.

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

On September 19, 2013, our wholly-owned subsidiaryMay 4, 2016 the company entered into an asset purchase agreement to acquire certainpurchase 500 gaming equipmentmachines 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, 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.


F-7


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business - continued

This initial purchase was paid for with the issuance of 41,667 common restricted shares 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.  

During the year ended December 31, 2017 the Company purchased 200 machines from Centro de Entretenimiento to fulfill its contract. Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the remaining two (2) machines that were held in inventory on December 31, 2017 in the amount of $9,000.

On August 16, 2017, the Company purchased 300 gaming machines with the intention of placing these machines in casinos where they will be producing a revenue stream monthly based on net wins of the each machine.  Due to the civil unrestand the devastation of Hurricane Nate in Nicaragua in October 2017, the Company returned these 300 gaming machines to Centro de Entretenimiento on December 30, 2017 which had a value of $3,618,000, accumulated depreciation of $258,325 and a note payable of $1,748,700.  In exchange, Julios Kosta owner of Centro de Entretenimiento returned 1,463,593 shares of common stock.

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., a(the “Company”).  All significant inter-company balances have been eliminated in consolidation.  As of December 31, 2017, management recognized that Universal is an inactive Florida corporation formed underwhich no longer operates.

Method of Accounting

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Countryfinancial statements and the reported amounts of Colombia, for 17,450,513 shares of our common stock (post-split). Closing was conditioned on our completion of a 1 for 10 reverse stock split, among other things. The equipment includes approximately 67 video pokerrevenues and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. We completedexpenses during the reverse split in March 2014, and completed the purchase on March 6, 2014. Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. This lease was subsequently suspended.reporting period.  Actual results could differ from those estimates.

 


NOTE 2:SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Revenue Recognition

Revenue is recognized when earned according to lease and royalty agreements. Lease income is recognized as earned on a monthly basis according to the terms of the lease. Royalty income is recognized as ore is extracted and refined.

Cash and Cash Equivalents

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

F-8


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 – Summary of the short maturity of these investments, the carrying amounts approximate their fair value.Significant Accounting Policies - continued

Facilities and equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves.Inventory



F-7

Impairment of Long-Lived Assets

The Company reviewscalculates inventory utilizing the first-in, first-out method (FIFO) valued at at the individually identified cost per machine.  If the estimated net realizable value is the estimated selling price in the ordinary course of business, and evaluatesis lower than its long-lived assetscost, the inventory item is written down to its estimated net realizable value, which is valued at each reporting period. Provisions for impairment when eventsinventory write-downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or changesscrapped. Due to civil unrest and the devastation of Hurricane Nate in circumstances indicateNicaragua in October 2017, the Company wrote off the remaining two (2) machines that the related carrying amounts may not be recoverable.

An impairment is considered to exist if the total estimated future cash flowswere held in inventory on an undiscounted basis are less thanDecember 31, 2017 in the carrying amount of $9,000. At December 31, 2017 and 2016 there were -0- and 44 gaming machines in inventory valued at $-0- and $198,000, respectively.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”.  Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the assets, including goodwill,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 any.

An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flowsdilutive. Common stock equivalents that are largely independentanti-dilutive are excluded from both diluted weighted average number of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptionscommon shares outstanding and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.diluted earnings (loss) per share.

Goodwill

The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

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 quotations,fair values of shares or the value of services, whichever is more readily determinable, is used to value the transactiontransaction.

Use

Fair Value of EstimatesFinancial Instruments

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

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

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

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

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

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

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

F-9


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Revenue Recognition

The preparationCompany 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. Gaming machine revenue is the net win from gaming machines which is the difference between gaming wins and losses.  Revenue is recognized at month end when the gaming win/loss is calculated. This revenue is reported as machine income in the accompanying financial statements at December 31, 2017.

Property and Equipment

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

License Rights

The license was being amortized using the straight-line method over its economic life, which was estimated to be fifteen (15) years.  For the years ended December 31, 2017 and 2016, amortization expense was $-0- and $5,000, respectively. At December 31, 2016 the net value of the license rights of $295,000 were determined to be impaired. The rights were impaired due to the inability in Columbia, to be able to obtain gaming licenses.

Impairment of Long-Lived Assets

Management evaluates the Company’s Financial Statements requireslong-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.

During the years ended December 31, 2017 and 2016, the Company recognized impairment of license rights in the amount of $-0- and $295,000, respectively.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to make estimatesconform to the current year presentation. These reclassifications had no effect on previously reported consolidated financial statements.


F-10


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – Recently Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and assumptions that affectmay 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.

On January 1, 2018, the reported amountsCompany will adopt the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of assets and liabilities and the related disclosureretrospective application as an adjustment to the opening balance of contingent assets and liabilitiesretained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings will be recorded at adoption of ASU 2014-09 as adoption will not significantly impact the Financial Statements and theCompany’s reported amountshistorical revenue. Revenue from substantially all of revenues and expenses during the reporting period.our contracts with customers continues to be recognized over time as services are rendered. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

F-8

Basic and Diluted Per Common Share

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because we have incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

Research and Development

The Company expenses research and development costs as incurred.

Significant Recent Accounting Pronouncements

In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company is still evaluatingexpects the impact of the updated guidance onadoption of the new standard to be immaterial to the Company’s consolidated financial position, results of operations or cash flows.statements and on an ongoing basis. 

 


NOTE 3:NOTES PAYABLE4 – Going Concern



 

The notes payable are due to various entities and bear interest at rates from 0 to 14%


NOTE 4: INCOME TAXES



The effective tax rate varies from the maximum federal statutory rate as a result of the following items for the twelve months ended December 31, 2014 and 2015:

 

December 31, 2014

December 31, 2015

 

%

%

Tax benefit computed at the maximum federal statutory rate

 

(34.0)

(34.0)

   

State tax rate, net of federal tax benefit

(4.5)

(4.5)

   

Increase in valuation allowance

38.5

38.5

   

Effective income tax rate

0.0

0.0


F-9

Deferred income tax assets and the related valuation allowances result principally from the potential tax benefits of net operating loss carryforwards.

The Company has recorded a valuation allowance to reflect the uncertainty of the ultimate utilization of the deferred tax assets as follows:

   

December 31 2014

 

December 31 2015

 
       

Deferred tax assets

  

$

8,098,830

$

9,288,209

 
      

Less valuation allowance

  

(8,098,830)

 

(9,288,209)

  
        

Net deferred tax assets

  

$

 

$

 

For financial statement purposes, no tax benefit has been reported as the Company has had significant losses in recent years and realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established in the full amount of the deferred tax asset.

At December 31, 2015, the Company had net operating loss carryforwards of approximately 24,125,219 which will be available to offset future taxable income. These net operating loss carryforwards expire at various times through

2033. The utilization of the net operating loss carryforwards is dependent upon the Company’s ability to generate sufficient taxable income during the carryforward period.


NOTE 5:RELATED PARTY TRANSACTIONS



Lease Transactions with Silver Falcon

On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon.  Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a non accountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a net royalty of 15% from any proceeds payable to Silver Falcon by the refiner of ore produced from tailing piles on the premises or through shafts or adits located on the premises.  The lease initially provided that lease payments must commence April 1, 2008.  Because Silver Falcon has been unable to commence operations according to its original schedule, we have agreed to extend the commencement date several times, to January 1, 2012.  

In the first quarter of 2011, we amended the above-described lease with Silver Falcon.  The amendment provided that the annual lease payments would be deferred for a fifteen-month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time. Silver Falcon remains remain obligated to pay any royalties or the non-accountable fee that accrues during the deferral period.  Several of our officers and directors were also officers and directors of Silver Falcon. It is the intention of the company to enforce collection of all amounts owing under the lease, however, due to the uncertainty of collection, no amounts have been included in the current year’s financial statements. As at November 30, 2015 there were no common officers or directors between the two companies

Loan Transactions with Silver Falcon

From time to time, we have borrowed money from Silver Falcon, and Silver Falcon has borrowed money from us.  All amounts have been written off.

F-10


NOTE 6:COMMITMENTS & CONTINGENCIES



No Contingencies

In August 2010, Richard Corrigan, acting as a debtor in possession in his personal bankruptcy case, filed an adversary proceeding against us to recover amounts due under a consulting agreement dated July 1, 2009.

The consulting agreement provided that Mr. Corrigan would provide certain consulting, mapping and assaying services on three lode claims owned by us on War Eagle Mountain.

The consulting agreement provided that Mr. Corrigan’s compensation would be a bonus of 150,000 shares of common stock, valued by mutual agreement at approximately $150,000, and monthly consulting payments of $5,000 per month. The consulting agreement also provided that Mr. Corrigan was entitled to monthly transportation expenses of $250 per month. We terminated Mr. Corrigan on December 8, 2009 for non-performance.  In 2011, Mr. Corrigan’s filed a Chapter 7 case. In November 2011, Mr. Corrigan’s bankruptcy trustee filed an amended complaint in the adversary proceeding, in which Chapter 7 trustee seeks recovery of the alleged $150,000 bonus and the balance of the unpaid consulting fees and travel expense allowance of $60,900, for a total of $210,900, plus interest and attorney’s fees. On June 19, 2013, the Company learned that the District Court for the Third Judicial District of the State of Idaho for the County of Owyhee entered a default judgment against the Company in the case. The default judgment grants a judgment against the Company in the amount of $284,449.  The Company retained new counsel who filed a motion to vacate the default judgment.  On September 19, 2013, the court entered a memorandum opinion setting aside the default judgment.  .  On September 15, 2014, the court ordered the payment of 150,000 shares of our common shares to Mr. Corrigan to conclude the matter.  We issued the shares on January 13, 2015.


NOTE 7:CAPITAL STOCK



At December 31, 2015, the Company's authorized capital stock was 1,00000,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share.  On that date, the Company had outstanding 263,405,812 shares of Common Stock, and 3,000,000 shares of Preferred Stock.

On March 6, 2014, the company amended its Certificate of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.0001 per share.  In addition, the company amended it Certificate of Incorporation to effect a reverse split of its common stock at a ratio of one share for each ten shares.

2014 Transactions:


During the year ended December 31, 2014, the Company issued shares of Common Stock in the following transactions:



F-11

·

50,832,782 shares of Common Stock for consulting services valued at $2,308,582

·

34,425,046 shares of Common Stock for compensation valued at $6,62,485

·

19,113 shares of common stock for conversion of notes payable valued at $3,058

·

17,450,513 shares of common stock for the purchase of gaming equipment valued at $307,063

·

193,334 shares of common stock for the payment of rent valued at $19,200

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

·

On March 24, 2015, we issued 1,000,000 restricted shares of our Series A Preferred Stock to Paul Parliament, in exchange for his agreement to serve as our chief executive officer, president and director, until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by our bylaws, and for the further agreement to serve as president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the bylaws of Universal Entertainment SAS, Inc., which such services were valued at $100,000.

·

On March 24, 2015, we issued 1,000,000 restricted shares of our Series A Preferred Stock to Martin Wolfe, in exchange for his agreement to serve as our chief financial officer and director, until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by our bylaws, and for the further agreement to serve as a vice president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the bylaws of Universal Entertainment SAS, Inc., which such services were valued at $100,000.

·

On March 24, 2015, we issued 500,000 restricted shares of our Series A Preferred Stock to Julios Kosta, in exchange for past services rendered to Goldland Holdings valued at $50,000.

·

On March 24, 2015, we issued 250,000 restricted shares of our Series A Preferred Stock to Jack Frydman, in exchange for past services rendered to Goldland Holdings valued at $25,000.

·

On March 24, 2015, we issued 250,000 restricted shares of our Series A Preferred Stock to Richard Kaiser, in exchange for past services rendered to Goldland Holdings valued at $25,000.

·

On October 6, 2015, we issued 2,000,000 restricted shares of our common stock to Douglas Brooks, in exchange for his agreement to serve as an officer and director of Goldland Holdings, and his further investment of $100,000, in exchange for a convertible promissory note, providing for a note conversion into common stock of the registrant based on the stock price low as of September 23, 2015.  The form of the convertible promissory note is attached to this report as an exhibit.  The 2,000,000 restricted shares issued on October 6, 2015, were valued at $51,000.

·

On October 31, 2015, we issued 355,060 restricted shares of our common stock to Douglas Brooks in payment of executive pay valued at $12,500.

·

On October 31, 2015, we issued 118,766 restricted shares of our common stock to Douglas Brooks in payment of expenses valued at $2,768.

·

On November 9, 2015, we issued 14,500,000 restricted shares of our common stock to FMW Media Group, Inc., pursuant to a Consulting Agreement dated November 9, 2015, valued at $406,000.

·

On October 1, 2015, we issued 1,500,000 restricted shares of our common stock to Vincent Caruso, pursuant to a Consulting Agreement dated October 1, 2015, valued at $84,000.  The subject 1,500,000 restricted shares will be replaced with 1,500,000 shares of our common stock, pursuant to a registration statement on Form S-8 under the Securities Act, as soon as we are current in all of our filings under the Exchange Act.

·

On October 1, 2015, we issued 1,500,000 restricted shares of our common stock to Stephen Simon, pursuant to a Consulting Agreement dated October 1, 2015, valued at $84,000.  The subject 1,500,000 restricted shares will be replaced with 1,500,000 shares of our common stock, pursuant to a registration statement on Form S-8 under the Securities Act, as soon as we are current in all of our filings under the Exchange Act.

·

On October 6, 2015, we issued 6,500,000 restricted shares of our common stock to Jack Frydman in connection with the cancellation of a Consulting Agreement dated October 1, 2013. The shares were valued at $165,750.

·

On October 6, 2015, we issued 6,000,000 restricted shares of our common stock to Jack Frydman in connection with the cancellation of a Consulting Agreement dated October 1, 2013. The shares were valued at $153,000.



F-12


·

On October 31, 2015, we issued 262,467 restricted shares of our common stock to Jack Frydman as consulting compensation.  The shares were valued at $10,000.

·

On October 31, 2015, we issued 12,094 restricted shares of our common stock to Jack Frydman as for expenses. The shares were valued at $267.28.

·

On October 6, 2015, we issued 6,000,000 restricted shares of our common stock to Julios Kosta in connection with the cancellation of a Consulting Agreement dated October 1, 2013. The shares were valued at $153,000.

·

On October 6, 2015, we issued 5,000,000 restricted shares of our common stock to Julios Kosta in connection with the cancellation of a Consulting Agreement dated October 1, 2013. The shares were valued at $127,500.

·

On October 6, 2015, we issued 5,000,000 restricted shares of our common stock to Julios Kosta in connection with the cancellation of a Consulting Agreement dated October 1, 2013. The shares were valued at $127,500.

·

On October 31, 2015, we issued 328,084 restricted shares of our common stock to Julios Kosta as consulting compensation. The shares were valued at $12,500.

·

On October 31, 2015, we issued 1,013,996 restricted shares of our common stock to Richard Kaiser as consulting compensation. The shares were valued at $27,312.52.

·

On October 31, 2015, we issued 27,529 restricted shares of our common stock to Richard Kaiser as for expenses. The shares were valued at $608.38.

·

On August 11, 2015, we issued 2,296,213 restricted shares of our common stock to Martin Wolfe in payment for director’s fees for the 2014 calendar year. The shares were valued at $22,500.

·

On October 31, 2015, we issued 1,976,186 restricted shares of our common stock to Martin Wolfe in payment of executive compensation. The shares were valued at $47,370.98.

·

On October 7, 2015, we issued 170,940 restricted shares of our common stock to Eric Pederson in connection with the conversion of a promissory note. The shares were valued at $4,000.

·

On August 1, 2015, we issued 4,084,402 restricted shares of our common stock to Paul Parliament in connection with the conversion of a promissory note. The shares were valued at $40,844.20.

·

On August 11, 2015, we issued 4,010,134 restricted shares of our common stock to Paul Parliament in connection with the conversion of a promissory note. The shares were valued at $95,040.18.

·

On August 11, 2015, we issued 969,976 restricted shares of our common stock to Paul Parliament in connection with the conversion of a promissory note. The shares were valued at $22,988.44.

·

On August 11, 2015, we issued 2,028,416 restricted shares of our common stock to Paul Parliament in connection with the conversion of a promissory note. The shares were valued at $48,073.45.

·

On August 11, 2015, we issued 2,354,353 restricted shares of our common stock to Paul Parliament in payment for director’s fees for the 2014 calendar year. The shares were valued at $30,000.

·

On October 31, 2015, we issued 4,002,608 restricted shares of our common stock to Paul Parliament in payment of executive compensation. The shares were valued at $107,812.50.


NOTE 8: REVERSE STOCK SPLIT



On March 6, 2014, the Company amended it Certificate of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.0001 per share. In addition, the Company amended it Certificate of Incorporation to effect a reverse split of its common stock at a ratio of one share for each ten shares.


NOTE 9: EQUIPMENT ACQUISITION



On September 19, 2013, the Company (through its wholly-owned subsidiary, Universal Entertainment SAS, Inc.) entered into an Asset Purchase Agreement with Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, to acquire certain casino equipment (the “Equipment”)(such transaction hereinafter referred to as the “Equipment Acquisition”). Closing of the Equipment Acquisition was conditioned on the Company effecting a one for ten reverse stock split, among other conditions. The Equipment had an original cost of $874,970, and includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. The equipment was located at several establishments. The Asset Purchase Agreement provides that at closing of the Equipment Acquisition the Company the following transactions would take place:



F-13


·

The Company issued 17,450,535 shares of Common Stock to acquire the Equipment.

·

The Company would entered into a lease (the “Lease”) of the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. The lease was subsequently suspended due to lack of specific performance by all parties.

·

The Company would enter into consulting agreements with two shareholders of the seller, which provide for aggregate annual compensation of $370,000 per year payable in restricted shares of the Company’s common stock, and have a term of five years.

·

The Company entered into certain employment or consulting agreements which will obligate the Company to make total payments of $1,235,000 per year for five years, which payments will be made in shares of the Company’s Common Stock at its market price at the time of issuance.

·

The Company would issue 19,977,980 shares of the Company’s Common Stock to certain officers, directors, and consultants, as well as the two principals of Universal Entertainment SAS, Ltd., as bonuses under consulting agreements or employment agreements with such persons.

·

The Company would issue 17,000,000 shares of the Company’s Common Stock to certain officers, directors and significant shareholders.

·

The Company would cancel 8,600,000 options held by certain officers and directors of the Company.

The Company accrued the value of the shares issuable as bonuses at closing of the Equipment Acquisition as a current liability at December 31, 2013.  The Company completed the Equipment Acquisition and related transactions in March 2014.  (SeeNote 12 – Subsequent Events).  


NOTE 10:GOING CONCERN



Theseconsolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable topresented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, theThe Company has incurred netreported recurring losses from operations.  As a result, there is an accumulated deficit of ($7,019,876) and ($2,943,120) for the twelve months endedat December 31, 2014 and 2015, respectively.2017.

The Company has remained in business primarily through deferralbegun to generate income from its sales of salaries by management, loans frominventory 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 chief executive officer, and loans from acash position may not be significant shareholder. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficientenough to fund working capital requirements.

These factors, among others, raise substantial doubt aboutsupport 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 for a reasonable period of time.is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 


NOTE 11: CONSULTING AGREEMENTS5 – Accounts Receivable

Accounts receivable consisted of the following at December 31, 2017 and 2016:

   

December 31,

2017

2016

   

Accounts Receivable

$        42,312

$       ––

Less:  Allowance for Doubtful Accounts

(42,312)

––

   

Net Accounts Receivable

$              ––

$       ––

Due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017, the Company wrote off the machine income that was in accounts receivable on December 31, 2017 in the amount of $42,312.  There was no additional machine income recognized during the quarter ended December 31, 2017.

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


F-11


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – Notes Receivable – Related Parties

Notes receivable related parties consisted of the following at December 31, 2017 and 2016:

   

December 31,

2017

2016

   

Investcom – See Note 8 Related Party

$      342,000

$       ––

Rentcom – See Note 8 Related Party

76,000

––

Total Notes Receivable

418,000

––

Less:  Allowance for Doubtful Accounts

(418,000)

––

   

Net Notes Receivable – Related Parties

$              ––

$       ––

Since no collections have been received on the above notes through the date of this report, the Company has allowed for these notes receivable in full at December 31, 2017.

NOTE 7 – Property and Equipment

Property and equipment consistedof the following at December 31, 2017 and 2016:


   

December 31,

2017

2016

   

Furniture and Equipment

$        708

$       708

Less:  Accumulated Depreciation

(298)

(71)

   

Net Property, Plant and Equipment

$        410

$       637


For the years ended December 31, 2017 and 2016 depreciation expense was $227 and $71 respectively.

 

During the fiscalyear ended December 31, 2017 the Company owned 300 gaming machines valued at $3,618,000 that were considered property and equipment.  During this period the Company expensed $258,325 in depreciation which is included in cost of sales. At December 31, 2017 these machines were returned to the vendor, due to civil unrest and the devastation of Hurricane Nate in Nicaragua in October 2017.


F-12


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – Related Party Transactions

During the year ended December 31, 2017, one hundred ten (110) gaming machines were sold respectively, to a company controlled by Mr. Paul Parliament, the Company’s chief executive officer, for a total of $770,000.  The above mentioned sales were financed by a notes receivable in the amount of $342,000. The notes receivable accrue interest at 8% and mature in December 2017. Due to the uncertainty of repayment, the notes receivable of $342,000 were allowed for as a bad debt at December 31, 2017.  See Note 6.  The above mentioned sales were also paid for by reducing Mr. Parliaments’ note payable from the Company in the amount of $76,000.

During the year ended December 31, 2017 the Company sold 20 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $133,500.

During the year ended December 31, 2017, seventy-five (75) gaming machines were sold to a company controlled by Mr. Doug Brooks, a director of the Company, or a total of $525,000.  During the year ended December 31, 2017 the sales reduced the note payable to Mr. Brooks in the amount of $209,000 and a note receivable was established in the amount of $76,000 accruing interest at 8%, maturing in December 2017. Due to the uncertainty of repayment, the note receivable of $76,000 was allowed for as a bad debt at December 31, 2017. See Note 6.

During the year ended December 31, 2017, GameTouch LLC, a company owned by a major stockholder of Bravo sold equipment and collected the receipts of those sales on behalf of the Company in the amount of $154,000 including the $70,000 sale to Mr. Doug Brooks listed above.  GameTouch LLC also received from the Company commissions in the amount of $187,150 and $95,950 for the years ended December 31, 2014,2017 and 2016, respectively, related to any sales consummated by them.  GameTouch warrants that they will maintain all necessary licenses and that the purchaser of machines has a one-time option to return machines purchased within 24 months from the date of signed agreement purchase.

During the year ended December 31, 2015, we executed consulting agreements with2017 the following:

·

Consulting Agreement datedCompany purchased 200 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a company owned by a major stockholder of Bravo $900,000 which was to be paid 50% in cash as of October 1, 2014, between Yes Internationala note payable and the registrant with respect to investor relations, consulting, press services50% as common stock. 441,176 and Edgar filing services.

·

Consulting Agreement dated as of October 1, 2015, between Vincent Caruso and the registrant with respect to advice on marketing and business development on a non-exclusive basis, in exchange for 1,500,000321,429 shares of our common stock were issued in April and May 2017 respectively, to be registered on Form S-8, pursuant topay the Securities Act.  Mr. Caruso has already received 1,500,000 restricted shares of our common stock.  As soon as we can legally issue registered S-8 common stock, we will exchange the previously issued 1,500,000 restricted shares of our common stock for 1,500,000 registered shares of our common stock.

·

Consulting Agreement dated as of October 1, 2015, between Stephen Simon and the registrant with respect to advice on marketing and business development on a non-exclusive basis, in exchange for 1,500,000 shares of our common stock to be registered on Form S-8, pursuant to the Securities Act.  Mr. Simon has already received 1,500,000 restricted shares of our common stock. As soon as we can legally issue registered S-8 common stock, we will exchange the previously issued 1,500,000 restricted shares of our common stock for 1,500,000 registered shares of our common stock.

·

Consulting Agreement dated July 23, 2015, between Delaney Equity Group, LLC and the registrant with respect to efforts to advise the registrant and/or any of its projects, or otherwise arrange for the registrant to receive capital on terms and conditions acceptable to the registrant, through any legal means, whether equity, debt or any combination thereof. Delaney Equity Group, LLC shall receive a combination of cash, warrants for the purchase of shares of our common stock, and shares of our common stock as described in the agreement.



F-14

·

Consulting Agreement dated November 9, 2015, between FMW Media Works Corp. and the registrant with respect to advice as will assist in maximizing the effectiveness of the registrant’s business model both relative to its business model and to its present and contemplated capital structure, in exchange for 14,500,000 shares of our restricted common stock, pursuant to the Securities Act. The shares will be included in any registration statement filed within one year from the effective date of the agreement. The shares shall be deemed fully earned upon signing of agreement.

On October 1, 2015, we executed a Mutual Release with Jack Frydman$450,000 due in connection with the termination of a Consulting Agreement dated October 1, 2013.agreement.  

 

PursuantDuring the year ended December 31, 2016, ninety (90) gaming machines were sold to a company controlled by Mr. Paul Parliament, the Mutual Release we acknowledgedCompany’s chief executive officer, or a total of $630,000.  The sale was paid for through a reduction in the amount of $342,000 to a note payable to Mr. Parliament.  The Company also sold 5 gaming machines to Richard A. Kaiser Sr., the parent of the Director, Richard Kaiser for $34,250.

During the year ended December 31, 2016 GameTouch LLC a company owned by a major stockholder of Bravo sold equipment and collected the receipts of those sales on behalf of the company in the amount of $741,845, including those sales to related parties listed above.  GameTouch LLC also received from the Company commissions in the amount of $95,950 for the year ended December 31, 2016 related to any sales consummated by them. GameTouch warrants that Mr. Frydman had received 12,500,000they will maintain all necessary licenses and that the purchaser of machines has a one-time option to return machines purchased within 24 months from the date of signed agreement purchase.

During the year ended December 31, 2016 the Company purchased 150 gaming machines from Centro de Entretenimiento y Diversion Mombacho S.A., a related party for $675,000. 50% is to be paid in cash as a note payable and 50% as common stock. 41,666 shares of our restricted common stock as a final payment for all services underwere issued during the Consulting Agreement dated October 1, 2013.

On October 1, 2015, we executed a Mutual Release with Julios Kostayear ended December 31, 2016 to pay the $337,500 due in connection with the terminationagreement.  


F-13


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – Related Party Transactions - continued

Directors Loans consist of the following at December 31, 2017 and December 31, 2016:

   
   

December 31,

2017

2016

   

Douglas Brooks – 8% Interest, Matures October 2018

$       265,834

441,719

Richard Kaiser – 8% Interest, Matures October 2018

109,472

99,136

Paul Parliament – 8% Interest, Matures October 2018

408,595

786,573

   

Total Directors Loans

$   783,901

$   1,327,428

Interest expense for the years ended December 31, 2017 and 2016 was $139,357 and $57,134 respectively.  

Due to Related Parties consist of payments of Company expenses by the Company’s three (3) directors and related party, Julios Kosta. Amounts due were $64,929 and $71,179 at December 31, 2017 and 2016, respectively.

Notes payable - related party consists of amounts due to Julios Kosta, and Martin Wolfe, both major stockholders of the company and Marsadi Parliament, related to director Paul Parliament. Mr. Kosta’s loan accrues interest at 8% and matures in October 2018. Notes payable to Julios Kosta were $480,881 and $435,759 at December 31, 2017 and 2016, respectively. Mr. Wolfe’s loans both accrue interest at 8% and mature in October and May 2018, respectively.  Notes payable to Martin Wolfe were $20,247 and $211,408 at December 31, 2017 and 2016, respectively.  Ms. Parliament’s loan was $125,000 and $-0- at December 31, 2017 and 2016, respectively, accrues interest at 8% and matures in December 2019.

The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a Consulting Agreement dated Octobermember of the Board of Directors.  Yes International provides all services at no cost except for press release wire services. For the year ended December 31, 2017 and 2016 the company paid press release wire services in the amount of $2,560 and $-0-, respectively.

NOTE 9 – Notes Payable

Notes Payable consists of the following unsecured notes:

   
   

December 31,

2017

2016

   

Al Yee – 7% Interest, Matures January 2017

$       5,000

$       5,000

Michael Walkil – Non Interest Bearing, Due on Demand

4,490

4,490

Isabell Pilon – 8% Interest, Matures December 2019

125,000

––

Various Paid Debt

––

5,584

   

Total Notes Payable

$   134,490

$   15,074


F-14


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10– Inventory Loan Payable – Related Party

Inventory loan payable is a non-interest bearing loan due to Centro de Entretenimiento y Diversion Mombacho S.A., a related party.  Payment of $2,250 per gaming equipment sold is due immediately once the sale of gaming equipment is complete.  Amount due at December 31, 2017 and 2016 was $4,500 and $99,000, respectively.

NOTE 11– Capital Stock

Preferred Stock

On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in preferred shares to 50,000,000 from 5,000,000.  Preferred stock can be converted into 10 shares of common stock and have voting rights equal to 100 shares of common stock.

During the year ended December 31, 2017, 3,000,000 shares that were issued during the year ended December 31, 2015 and 2,000,000 shares that were issued during the year ended December 31, 2016 were returned by their respective shareholders.  No compensation was given for the stock that was returned.

Common Stock

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

Reverse Stock Split 

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

NOTE 12– Commitments and Contingencies

The Company leases office space in Niagara-on-the-Lake, Ontario, Canada from a Canadian company owned by Paul Parliament, the Company’s chief executive officer.  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 year ended December 31, 2017 and 2016 was $11,304 and $22,608, respectively.


F-15


BRAVO MULTINATIONAL INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - Subsequent Events

On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018.  The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock.  6,000,000 shares of common stock are registered to this plan at an offering price of $0.155.  The Plan shall expire on March 15, 2028.

During the year ended December 31, 2018, 4,966,667 shares of common stock were issued by the Company.  4,516,667 restricted common shares were issued for services valued at $542,000 of which $399,500 was accrued at December 31, 2017 in the balance sheet as Accrued Board of Directors Fees.  Additionally, 450,000 common shares were issued for a loan repayment valued at $45,000.  No shares have been issued from January 1, 2013. Pursuant2019 through the date of this report.

On November 27, 2018 the Company filed with the U.S. Securities and Exchange Commission a Schedule 14f-Notice of Change in the Majority of the Board of Directors. This filing occurred due to the Mutual Release we acknowledgedfact that Mr. KostaPaul Parliament and Mr. Douglas Brooks resigned on November 19, 2018 their positions as both officer and directors of the Company. Mr. Merle Ferguson became CEO, President and Chairman, and Mr. Richard Kaiser remains as Interim Chief Financial Officer, Secretary, Corporate Governance Officer, and Director.

On December 10, 2018, the Company had received 16,000,000 sharesa change in control when both Mr. Paul Parliament and Mr. Doug Brook sent written resignation letters November 19, 2018, whereas they resigned as officers and directors of our restricted common stockthe Company. Mr. Merle Ferguson became the CEO, President and Chairman of the Board, and Mr. Richard Kaiser remained as Acting CFO, Secretary, Treasurer and Director.

On December 28, 2018, the Company signed a final payment for all services undersettlement agreement with Mr. Martin Wolfe in the Consulting Agreement dated October 1, 2013.amount of $19,500 to settle outstanding amounts owed to him. At December 31, 2017 the amount owed to Mr. Wolfe was $20,247 and included in notes payable related party - current.


NOTE 12:SUBSEQUENT EVENTS



None other than noted above.

F-16

F-15