UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO _________
COMMISSION FILE NUMBER 000-13577
BRAVO ENTERPRISES LTD. |
NEVADA | 88-01955105 | |
(STATE OF INCORPORATION) | (I.R.S. ID) |
35 South Ocean Avenue, Patchogue, New York, 11772
1-888-488-6882
Securities registered pursuant to Section 12(b) of the Act: |
COMMON STOCK | OTC: BB |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001
(Title of Class)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, $.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o Yes x No
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 requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a smaller reporting company.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of March 31, 2014, there were 65,076,030 shares of the issuer's $0.001 par value common stock issued and outstanding.
Documents incorporated by reference:
None
Bravo Enterprises Ltd. |
FORM 10-K |
For The Fiscal Year Ended December 31, 2013 |
INDEX |
PART I | 4 | ||||
ITEM 1. | BUSINESS | 4 | |||
ITEM 1A. | RISK FACTORS | 6 | |||
ITEM 1B. | UNRESOLVED STAFF COMMENTS | 6 | |||
ITEM 2. | PROPERTIES | 6 | |||
ITEM 3. | LEGAL PROCEEDINGS | 6 | |||
ITEM 4. | MINE SAFETY DISCLOSURES | 6 | |||
PART II | 7 | ||||
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 7 | |||
ITEM 6. | SELECTED FINANCIAL DATA | 10 | |||
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 | |||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 11 | |||
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 12 | |||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 36 | |||
ITEM 9A. | CONTROLS AND PROCEDURES | 36 | |||
ITEM 9B. | OTHER INFORMATION | 36 | |||
PART III | 37 | ||||
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 37 | |||
ITEM 11. | EXECUTIVE COMPENSATION | 37 | |||
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 38 | |||
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 39 | |||
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 40 | |||
PART IV | 41 | ||||
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 41 | |||
SIGNATURES | 42 |
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Note About Forward-Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” (refer to Part I, Item 1A). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I
ITEM 1. BUSINESS
GENERAL
The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Our Company, Bravo Enterprises Ltd., was formed under the laws of the State of Nevada on November 29, 1983 under the name Venture Group, Inc. On February 11, 1986, an amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Corporation. On December 10, 1987, another amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Group. On February 18, 2001, Asdar Group filed a Certificate of Reinstatement with the Secretary of State of Nevada. On April 30, 2002, another amendment to the Articles of Incorporation was filed changing the corporate name to Precise Life Sciences Ltd. Additional amendments to the Articles of Incorporation were filed changing the corporate name as follows:
February 18, 2003 | - | Iceberg Brands Corporation |
August 28, 2003 | - | Avalon Gold Corporation |
March 22, 2005 | - | Avalon Energy Corporation |
September 25, 2007 | - | Shotgun Energy Corporation |
April 7, 2009 | - | Organa Gardens International Inc. |
June 8, 2012 | - | Bravo Enterprises Ltd. |
Air to Water Harvesting Units Project.
On November 23, 2012, the Company signed an exclusive licensing agreement with Water-For-The-World-Manufacturing Inc, a Company incorporated in Washington State with respect to its commercial atmospheric water harvester system.
Water-For-The-World-Manufacturing Inc is the legal and beneficial owner of all right, title, intellectual property and patent interest in with respect to certain Water Harvesting Equipment.
Water-For-The-World-Manufacturing Inc is the legal and beneficial owner of Water Harvesting Equipment and has developed packaging, accessories and promotional materials for the purposes of its sale. The Product is described as Air-to-Water Harvesters.
The harvesters feature innovative technology that operates by:
* Pulling air through a filter and coil.
* This cools the incoming air, thus producing condensation.
* It then captures the water.
* The water is pumped through a series of filtration systems and germicidal ultraviolet reactors for purification.
Water-For-The-World-Manufacturing Inc. is a leader in the design, manufacture and distribution of water from air systems known as Air-to-Water Harvesters that extracts moisture from the air through a dehumidification process then filters and purifies the water for consumption. The company has developed a unique air drive system that will enable the machine not only to be powered through a conventional power source but also in emergency situations the machine can be powered directly from an engine using its patented drive system. The atmospheric water harvester can produce up to 3000 gallons of drinking water under optimum conditions.
Bravo Enterprises Ltd. (“Bravo”) requested and Water For The World Manufacturing Inc. has agreed to grant Bravo, the exclusive manufacturing, distribution and marketing rights for the Water Harvesting Equipment. The term of this agreement is for a period of nine (9) years and is renewable for an additional nine (9) years.
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Water For The World Manufacturing Inc. appointed Bravo its exclusive world wide manufacturing and sales representative (the "Territory") for consideration of 120,000,000 restricted common shares of Bravo to be issued to Water For The World Manufacturing Inc. and/or its nominees Bravo will use its best efforts to advertise and promote the sale of the Product and to make regular and sufficient contact with the present and prospective customers of the Company in the Territory.
A portion of the 120,000,000 restricted common share consideration is being received by certain shareholders that also owned shares in Bravo Enterprises Ltd. prior to the November 23, 2012 agreement. The value of these shares considered a related party portion is $67,257 and as such, this amount has been eliminated from the transaction.
Intangible assets include the following:
December 31, | December 31, | |||||||
Description | 2013 | 2012 | ||||||
18 year general license to manufacture and distribute water units | $ | 1,560,000 | $ | 1,560,000 | ||||
Less: related party portion of consideration for license | (67,257 | ) | (67,257 | ) | ||||
Less: accumulated amortization | (82,930 | ) | - | |||||
Balance | $ | 1,409,813 | $ | 1,492,743 | ||||
Less: effect of 2014 cancellation of partial consideration for license | (1,175,200 | ) | - | |||||
Adjusted Balance | $ | 234,613 | $ | 1,492,743 |
In February, 2014, the Company and Water For The World Manufacturing Inc. formally terminated the exclusive licensing agreement dated November 23, 2012 with certain provisions. Specifically, in consideration for the goodwill generated during the period of the exclusive license agreement between Water For The World Manufacturing Inc. and Bravo Enterprises Ltd., certain private transactions involving the beneficial owners of some of the 120,000,000 restricted common shares issued will be honored. These private transactions transpired prior to the cancellation of the above mentioned exclusive license agreement. As such 90,400,000 restricted common shares valued at $1,175,200 were cancelled and returned to treasury.
The Company is currently dealing with a manufacturer in China to continue the manufacture, distribution and sales of air-to-water harvester units of various sizes and water production capacity.
Related Agreement:
On August 12, 2013, the Company signed a marketing and sales agreement with Splash Water Solutions Canada Ltd., a privately owned Company based in British Columbia, Canada. The agreement calls for Splash Canada to set up at least one showroom store to market Bravo’s Atmospheric Water Harvesting Machines, the AIRMAX 3000 and the AIRWELL 3000. Under the terms of the agreement, Splash Canada must meet minimum purchase order requirements from Bravo of the AIRMAX 3000 and AIRWELL 3000 and branded accessories in order to maintain its exclusive marketing rights for Canada annually and non-exclusive rights for the rest of the world.
During the year ended December 31, 2013, the Company generated $37,481 in sales of the water units. (2012- $2,995) For additional information, refer to the Company’s website, www.splashwatersolutions.org or www.bravoenterprises.ws
Ownership Interests.
The following chart specifies our stock ownership at December 31, 2013
Percent Ownership | Entity | Nature of Ownership |
2.1% | Legacy Platinum Group Inc. | 408,482 Shares of Common Stock * |
0.1% | Golden Star Enterprises Ltd. | 2,465 Shares of Common Stock |
________________
* 376,105 of these shares are restricted common shares
Employees.
At December 31, 2013, Bravo Enterprises Ltd. had 2 full time employee/consultants and 5 part time consultants other than its Officers and Directors.
Change in Directors.
None
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ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of the dates specified in the following table, Bravo Enterprises Ltd. held the following property in the following amounts:
Property | December 31, 2013 | December 31, 2012 | ||||||
Cash and equivalents | $ | 14,206 | $ | 86,781 |
Bravo Enterprises Ltd. defines cash equivalents as all highly liquid investments with a maturity of 3 months or less when purchased. Bravo Enterprises Ltd. does not presently own any interests in real estate. Bravo Enterprises Ltd. does not presently own any inventory or equipment.
We do not own any real property. As of August 1, 2012, Bravo Enterprises Ltd. has leased 1250 sq. ft of office space from Holm Investments Ltd. at $2,500 per month for a period of 3 years.
Bravo Enterprises Ltd.’s principal corporate offices are located at 35 South Ocean Avenue
Patchogue, NY, 11772 Fax – 1 888 265 0498 Phone – 1 888 488 6882
ITEM 3. LEGAL PROCEEDINGS
On February 21, 2002, the Company issued 350,000 shares valued at $119,000 to Empire Sterling Corporation for services to be rendered with respect to the acquisition of ACGT Corporation. The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire Sterling Corporation breached the trust agreement and the Company placed a stop transfer on these shares and requested they be returned to the Company. Empire Sterling Corporation failed to return the share certificate and as such, the Company commenced court proceedings against the principals of Empire Sterling Corporation. The Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire Sterling Corporation to deposit the shares with the Court pending judicial disposition. The Company continued to file legal process claiming ownership of the shares and breach of trust inter alia. The Company was successful and has now applied to have the share certificate released and subsequently cancelled. As of December 31, 2013, the Company is still in the legal process of having the certificate released.
The Company conducts busines in Canada and the Goods and Services Tax is defined in law at Part IX of the Excise Tax Act. GST is levied on supplies of goods or services purchased in Canada and includes most products, except certain politically sensitive essentials such as groceries, residential rent, and medical services, and services such as financial services. Businesses that purchase goods and services that are consumed, used or supplied in the course of their "commercial activities" can claim "input tax credits" subject to prescribed documentation requirements (i.e., when they remit to the Canada Revenue Agency the GST they have collected in any given period of time, they are allowed to deduct the amount of GST they paid during that period). In 2013, the Company received a demand from Canada Revenue Agency to file outstanding corporate income tax returns for the years 2000-2012 as required under GST rules. The Company filed these returns and all of the returns had $Nil tax payable. However, Canada Revenue Agency imposed late filing penalties and interest totalling $45,533 for the corporate tax returns. The Company has filed notices of objection for all the years 2000-2012 and will dispute the penalties and interest. The Company has had no response from Canada Revenue Agency.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
As at December 31, 2013 there were approximately 2,000 holders of the outstanding shares of the Bravo Enterprises Ltd. $0.001 par value common stock. Bravo Enterprises Ltd. participates in the OTC Bulletin Board Electronic Quotation System maintained by the National Association of Securities Dealers, Inc., under the most recent trading symbol "OGNG". According to quotes provided by quotemedia.com, the Bravo Enterprises Ltd.'s common stock has closed at:
Quarter | High | Low | ||||||
2011 First Quarter | $ | 0.00 | $ | 0.00 | ||||
2011 Second Quarter | $ | 0.02 | $ | 0.01 | ||||
2011 Third Quarter | $ | 0.03 | $ | 0.01 | ||||
2011 Fourth Quarter | $ | 0.01 | $ | 0.00 | ||||
2012 First Quarter | $ | 0.01 | $ | 0.00 | ||||
2012 Second Quarter | $ | 0.05 | $ | 0.02 | ||||
2012 Third Quarter | $ | 0.06 | $ | 0.02 | ||||
2012 Fourth Quarter | $ | 0.22 | $ | 0.15 | ||||
2013 First Quarter | $ | 0.27 | $ | 0.15 | ||||
2013 Second Quarter | $ | 0.23 | $ | 0.15 | ||||
2013 Third Quarter | $ | 0.35 | $ | 0.21 | ||||
2013 Fourth Quarter | $ | 0.26 | $ | 0.18 |
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.
Common Stock. Bravo Enterprises Ltd. is authorized to issue 500,000,000 shares of common stock, $.001 par value, each share of common stock having equal rights and preferences, including voting privileges. The shares of $.001 par value common stock of Bravo Enterprises Ltd. constitute equity interests in Bravo Enterprises Ltd. entitling each shareholder to a pro rata share of cash distributions made to shareholders, including dividend payments. As of December 31, 2013, 152,476,030 shares of the Bravo Enterprises Ltd. common stock were issued and outstanding.
The holders of Bravo Enterprises Ltd.'s common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors of Bravo Enterprises Ltd. or any other matter, with the result that the holders of more than 50% of the shares voted for the election of those directors can elect all of the Directors.
The holders of Bravo Enterprises Ltd.'s common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to Bravo Enterprises Ltd.'s common stock. All of the outstanding shares of Bravo Enterprises Ltd.'s common stock are duly authorized, validly issued, fully paid and non-assessable.
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Dividends.
The holders of the Bravo Enterprises Ltd. 's common stock are entitled to receive dividends when, as and if declared by Bravo Enterprises Ltd. 's Board of Directors from funds legally available therefore; provided, however, that cash dividends are at the sole discretion of Bravo Enterprises Ltd. 's Board of Directors. In the event of liquidation, dissolution or winding up of Bravo Enterprises Ltd. the shareholders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities of Bravo Enterprises Ltd. and after provision has been made for each class of stock, if any, having preference in relation to Bravo Enterprises Ltd.'s common stock. Bravo Enterprises Ltd. has never declared or paid any dividends on its common stock. Bravo Enterprises Ltd. does not intend to declare or pay any dividends in the foreseeable future.
Sales of Securities.
In April, 2012, a majority of the shareholders entitled to vote on such matters approved a change of name from Organa Gardens International Inc. to “Bravo Enterprises Ltd.” and a one-for-twenty (1:20) stock split of all of this Company’s outstanding common stock, without any change in par value for the shares of common stock of this Company. The stock split did not include a change in the authorized capital of the Company. On April 23, 2012, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Bravo Enterprises Ltd., effective June 1, 2012. As advised on May 9, 2012, the Company’s CUSIP Number changed from 68618Y 10 6 to 10567L 10 7. On June 8, 2012, the Company began to trade as Bravo Enterprises Ltd. under the same trading symbol being “OGNG”. Pre-split the total shares outstanding was 61,796,467 and post-split the total shares outstanding was 3,089,823.
(1) 2013 Stock Transactions- During the year ended December 31, 2013:
(a) | The Company issued 80,000 restricted common shares valued at $8,000 to a consultant services earned in 2012. |
(b) | The Company issued 800,000 restricted common shares for cash in the amount of $80,000 pursuant to private placement subscription agreements. |
(c) | The Company issued 62,500 restricted common shares for cash received in 2012 in the amount of $5,000 pursuant to a private placement subscription agreement. |
(d) | The Company issued 225,000 restricted common shares for cash in the amount of $35,000 pursuant to three private placement subscription agreements. |
(e) | The Company issued 4,000,000 common shares for cash in the amount of $52,000 pursuant to the exercise of incentive stock options in accordance with the 2012 Stock Option Plan. |
(f) | The Company issued 10,000 restricted common shares valued at $3,000 to a consultant for his services. |
(g) | The Company issued 120,000 restricted common shares for cash in the amount of $20,200 pursuant to private placement subscription agreements. |
(2) 2012 Stock Transactions- During the year ended December 31, 2012:
(a) | The Company issued 4,500,000 restricted common shares valued at $99,450 pursuant to deferred compensation agreements. |
(b) | The Company issued 120,000,000 restricted common shares valued at $1,492,743 pursuant to the exclusive licensing agreement acquiring the manufacturing and distribution rights for the air to water harvester units. |
(c) | The Company issued a total of 19,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan. These shares were issued at $0.013 per share for cash in the amount of $50,000 and to satisfy debt to related parties in the amount of $197,000. |
(d) | The Company issued 625,000 restricted common shares for cash in the amount of $50,000 pursuant to a private placement subscription agreement. The Company received an additional $5,000 pursuant to a private placement subscription agreement and issued the 62,500 restricted common shares to the subscriber subsequent to year end. |
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(3) 2013 Stock Options
The Company’s stock option activity is as follows:
Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance, December 31, 2011 | - | - | - | |||||||||
Granted during 2012 | 26,000,000 | 0.013 | 5.00 | |||||||||
Exercised during 2012 | (19,000,000 | ) | 0.013 | |||||||||
Balance, December 31, 2012 | 7,000,000 | 0.013 | 5.00 | |||||||||
Granted during the period | - | - | - | |||||||||
Exercised during the period | (4,000,000 | ) | - | - | ||||||||
Balance December 31,2013 | 3,000,000 | 0.013 | 5.00 |
The Company issued 4,000,000 common shares for cash in the amount of $52,000 pursuant to the exercise of incentive stock options in accordance with the 2012 Stock Option Plan.
(4) 2012 Stock Options
The Company issued a total of 19,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan. These shares were issued at $0.013 per share for cash
in the amount of $50,000 and to satisfy debt to related parties in the amount of $197,000, for a total of $247,000.
The Company’s stock option activity is as follows:
Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance, December 31, 2011 | - | - | - | |||||||||
Granted during 2012 | 26,000,000 | 0.013 | 5.00 | |||||||||
Exercised during 2012 | (19,000,000 | ) | 0.013 | |||||||||
Balance, December 31, 2012 | 7,000,000 | 0.013 | 5.00 |
On December 7, 2012 the Company filed Registration Statements on Form S-8 to register 26,000,000 to be issue pursuant to the Company’s 2012 Stock. Incentive and Option Plan. All 26,000,000 shares have been granted and 19,000,000 have been exercised under the December 2012 Stock Option Plan.
The fair value of 7,000,000 of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:
Expected dividend yield | 0 | % | ||
Risk-free interest rate | 4.99 | % | ||
Expected volatility | 164.35 | % | ||
Expected option life (in years) | 1 |
The Company recognized stock-based compensation of $70,000 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.
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ITEM 6. SELECTED FINANCIAL DATA
FINANCIAL HIGHLIGHTS
Fiscal Year Ended December 31 | 2013 | 2012 | ||||||
Revenue | $ | 37,481 | $ | 2,995 | ||||
Operating Loss | (489,019 | ) | (302,218 | ) | ||||
Net Loss | (489,019 | ) | (302,218 | ) | ||||
Basic net loss per share | (0.00 | ) | (0.02 | ) | ||||
Cash dividends declared per share | - | - | ||||||
Cash, cash equivalents, and short-term investments | 14,206 | 86,781 | ||||||
Total assets | 309,014 | 1,587,141 | ||||||
Long-term obligations | - | - | ||||||
Stockholders’ equity (deficit) | (291,853 | ) | 1,090,942 |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate","anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Liquidity and Capital Resources.
For the year ended December 31, 2013, we had total assets of $309,014, compared to total assets in 2012 of $1,587,141. This includes a cash balance of $14,206, compared to $86,781 in 2012. We also have prepaid expenses of $23,400, available for sale securities with a fair value of $36,795 as at December 31, 2013 and intangible assets of $234,613 representing the exclusive license agreement to manufacture and distribute the air to water harvester units worldwide. The decrease in assets was due the cancellation of the licensing agreement.
At December 31, 2013, we had current liabilities of $555,064, which was represented by accounts payable and accrued liabilities of $498,935and $56,129 due to related parties. At December 31, 2012 we had current liabilities of $496,199. The increase in liabilities was due to an increase in amounts due to related parties. At December 31, 2013, we had a working capital deficiency of $(517,458) (2012 - $(324,831).
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We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time. We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule. No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.
Results of Operations
We realized $37,481 in income in 2013 from the sale of water harvester units (2012 – 2,995). During the year ended December 31, 2013 the loss is $489,019 (2012 - $302,218). This increase in loss was due to an increase in management and consulting fees.
From inception to December 31, 2013 Bravo Enterprises Ltd. has incurred cumulative net losses of $25,690,709 resulting primarily from the write-down of $3,815,659 in its interests in oil and gas properties, write-down of $1,406,000 in its interest in ACGT Corporation, write-down of $258,580 of its investment in Legacy Platinum Group Inc., write-down of its investment in Golden Star Enterprises Ltd. of $15,768 and also as a result of selling, general and administrative expenses including a litigation settlement of $2,291,070; management and consulting fees of $5,225,366, stock based compensation of $1,989,869; office and general expenses of $3,045,618; professional fees of $1,263,798; interest expense of $143,815, research & development costs of $278,231 and software development costs of $737,300. In addition, we received $130,000 in property option income as a recorded value of certain restricted shares in Golden Star Enterprises Ltd.
The cash and equivalents constitute our present internal sources of liquidity. Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.
Our Plan of Operation for the Next Twelve Months
We do anticipate that we will need to raise additional capital within the next 12 months in order to continue as a going concern. We will need to fund the manufacturing and distribution of the air to water harvester units. To the extent that additional capital is raised through the sale of equity or equity- related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.
Bravo Enterprises Ltd. does not anticipate some expenditures within the next 12 months for further development of the air to water harvester units .The Company may elect to raise funds for further research and development through equity financing or possible joint venture partnerships. Bravo Enterprises Ltd. does not anticipate any significant exploration costs within the next 12 months, nor does the Bravo Enterprises Ltd. anticipate that it will lease or purchase any significant equipment within the next 12 months. Bravo Enterprises Ltd. does not anticipate a significant change in the number of its employees within the next 12 months.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Securities held in our equity and other investments portfolio and equity derivatives are subject to price risk, and generally are not hedged.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Bravo Enterprises Ltd.
New York, USA
We have audited the accompanying balance sheets of Bravo Enterprises Ltd. (a development stage company) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ (deficit), cash flows and other comprehensive loss for each of the years in the two-year period ended December 31, 2013 and for the cumulative period from January 1, 1996 (inception of development stage) through to December 31, 2013. Bravo Enterprises Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 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 Enterprises Ltd. as of December 31, 2013 and 2012, and the results of its activities and cash flows for each of the years in the two-year period ended 2013 and for the cumulative period from January 1, 1996 (inception) to December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s current liabilities exceed current assets, has incurred significant losses since inception and further losses are anticipated, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ L.L. Bradford & Company, LLC
Las Vegas, Nevada
April 15, 2014
12
BRAVO ENTERPRISES LTD.
(A Development Stage Company)
BALANCE SHEETS
December 31, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 14,206 | $ | 86,781 | ||||
Taxes recoverable | - | 1,233 | ||||||
Accounts receivable - related party | - | 2,683 | ||||||
Accounts receivable | - | 671 | ||||||
Prepaid expenses | 23,400 | - | ||||||
TOTAL CURRENT ASSETS | 37,606 | 171,368 | ||||||
OTHER ASSETS: | ||||||||
Available for sale securities - related parties | 36,795 | 3,030 | ||||||
Intangible assets, net of accumulated amortization of $82,930 and $0, respectively | 234,613 | 1,492,743 | ||||||
TOTAL OTHER ASSETS | 271,408 | 1,495,773 | ||||||
TOTAL ASSETS | $ | 309,014 | $ | 1,587,141 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | 498,935 | $ | 494,057 | ||||
Due to related parties | 56,129 | 2,142 | ||||||
TOTAL CURRENT LIABILITIES | 555,064 | 496,199 | ||||||
COMMITMENTS AND CONTINGENCIES | 45,533 | - | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Convertible preferred stock: | ||||||||
- Class A voting stock, $0.001 par value, 5,000,000 shares authorized | - | - | ||||||
- Class B voting stock, $0.001 par value, 5,000,000 shares authorized | - | - | ||||||
Common stock, $.001 par value, 500,000,000 shares authorized | 152,476 | 147,178 | ||||||
152,476,030 (December 31, 2012 – 147,178,530) issued and outstanding | ||||||||
Additional paid-in capital | 26,413,116 | 26,214,714 | ||||||
Shares to be issued | - | 93,000 | ||||||
Shares to be cancelled | (1,175,200 | ) | - | |||||
Subscriptions receivable | - | (80,000 | ) | |||||
Deferred compensation | (26,932 | ) | (84,160 | ) | ||||
Deficit accumulated during the development stage | (21,230,076 | ) | (20,741,057 | ) | ||||
Deficit accumulated prior to the development stage | (4,460,633 | ) | (4,460,633 | ) | ||||
Accumulated other comprehensive income | 35,666 | 1,900 | ||||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (291,583 | ) | 1,090,942 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 309,014 | $ | 1,587,141 |
The accompanying notes are an integral part of these financial statements
13
BRAVO ENTERPRISES LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Year ended December 31, 2013 | Year ended December 31, 2012 | Cumulative from January 1, 1996 (inception of development stage) to December 31, 2013 | ||||||||||
REVENUES | ||||||||||||
- Water Unit Sales – related party distributors | $ | 33,377 | $ | 2,396 | $ | 35,773 | ||||||
- Water Unit Sales – other | 4,104 | 599 | 4,703 | |||||||||
TOTAL REVENUES | 37,481 | 2,995 | 40,476 | |||||||||
COST OF GOODS SOLD | 24,265 | 1,500 | 25,765 | |||||||||
GROSS PROFIT | 13,216 | 1,495 | 14,711 | |||||||||
GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||
Litigation settlement | - | - | 2,291,070 | |||||||||
Management and consulting fees | 210,698 | 109,050 | 5,225,366 | |||||||||
Consulting fees – stock based compensation | - | 70,000 | 1,989,869 | |||||||||
Exploration costs | - | - | 113,678 | |||||||||
Loss on settlement of debt | - | - | 718,784 | |||||||||
General and administrative | 117,257 | 86,279 | 3,045,618 | |||||||||
Professional fees | 45,817 | 38,384 | 1,263,798 | |||||||||
Amortization | 82,930 | - | 82,930 | |||||||||
Interest and Penalties | 45,533 | - | 143,815 | |||||||||
Research and development costs | - | - | 285,231 | |||||||||
Software development costs | - | - | 737,300 | |||||||||
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | 502,235 | 303,713 | 15,897,459 | |||||||||
OTHER (INCOME) EXPENSES | ||||||||||||
Interest, royalty and other income | - | - | (82,138 | ) | ||||||||
(Gain)/loss on sale of securities – related parties | - | - | (21,541 | ) | ||||||||
Property Option Income | - | - | (130,000 | ) | ||||||||
Write-down of securities – Legacy Platinum Group Inc. | - | - | 258,580 | |||||||||
Write-down of securities – Golden Star Enterprises Ltd. | - | - | 15,768 | |||||||||
Write-down of interest in ACGT Corporation | - | - | 1,406,000 | |||||||||
Write-down of interest in oil and gas properties | - | - | 3,815,659 | |||||||||
Loss on Iceberg Drive Inn investment | - | - | 85,000 | |||||||||
TOTAL OTHER (INCOME) EXPENSES | - | - | 5,347,328 | |||||||||
Loss before income taxes | (489,019 | ) | (302,218 | ) | (21,230,076 | ) | ||||||
Income tax provision | - | - | - | |||||||||
NET LOSS | $ | (489,019 | ) | $ | (302,218 | ) | $ | (21,230,076 | ) | |||
BASIC AND DILUTED NET LOSS PER SHARE | $ | (0.00 | ) | $ | (0.02 | ) | ||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 150,459,950 | 13,653,008 |
The accompanying notes are an integral part of these financial statements
14
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Balance, January 1, 1996 | 208 | - | $ | 4,361,900 | $ | - | $ | - | $ | - | $ | (199,167 | ) | $ | - | $ | (4,460,633 | ) | $ | (297,900 | ) | ||||||||||
Shares issued to settle litigation – Jan. 9, 1996 | 21 | - | 2,469,882 | - | - | - | - | - | - | 2,469,882 | |||||||||||||||||||||
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Net loss for the year ended December 31, 1996 | - | - | - | - | - | - | - | - | (2,726,232 | ) | (2,726,232 | ) | |||||||||||||||||||
Balance, December 31, 1996 | 229 | - | 6,831,782 | - | - | - | (199,167 | ) | - | (7,186,865 | ) | (554,250 | ) | ||||||||||||||||||
Shares issued to settle note payable and accrued interest –Jan. 25, 1997 | 208 | - | 477,000 | - | - | - | - | - | - | 477,000 | |||||||||||||||||||||
Shares issued for services at $1,801.20 per share – April 15, 1997 | 23 | - | 41,250 | - | - | - | - | - | - | 41,250 | |||||||||||||||||||||
Shares issued for services at $610.00 per share – May 26, 1997 | 173 | - | 105,500 | - | - | - | - | - | - | 105,500 | |||||||||||||||||||||
Net loss for the year ended December 31, 1997 | - | - | - | - | - | - | - | - | (93,933 | ) | (93,933 | ) | |||||||||||||||||||
Balance, December 31, 1997 | 633 | - | 7,455,532 | - | - | - | (199,167 | ) | - | (7,280,798 | ) | (24,433 | ) | ||||||||||||||||||
Shares issued for services at $288.00 per share – Dec. 28, 1998 | 83 | - | 24,000 | - | - | - | - | - | - | 24,000 | |||||||||||||||||||||
Shares issued for services at $120.00 per share – Dec. 28, 1998 | 6 | - | 750 | - | - | - | - | - | - | 750 | |||||||||||||||||||||
Net loss for the year ended December 31, 1998 | - | - | - | - | - | - | - | - | (45,655 | ) | (45,655 | ) | |||||||||||||||||||
Balance, December 31, 1998 | 722 | - | 7,480,282 | - | - | - | (199,167 | ) | - | (7,326,453 | ) | (45,338 | ) | ||||||||||||||||||
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Shares issued for services at $547.60 – Dec. 28, 1999 | 67 | - | 36,500 | - | - | - | - | - | - | 36,500 | |||||||||||||||||||||
Net loss for the year ended December 31, 1999 | - | - | - | - | - | - | - | - | (26,218 | ) | (26,218 | ) | |||||||||||||||||||
Balance, December 31, 1999 | 789 | - | 7,516,782 | - | - | - | (199,167 | ) | - | (7,352,671 | ) | (35,056 | ) | ||||||||||||||||||
Correction of treasury stock | - | (199,167 | ) | - | - | - | 199,167 | - | - | - | |||||||||||||||||||||
Shares issued for software development at $720.00 per share– March 23, 2000 | 833 | 1 | 599,999 | - | - | - | - | - | - | 600,000 | |||||||||||||||||||||
Shares issued for services and interest at $240.00 per share –Sept. 22, 2000 | 55 | - | 13,250 | - | - | - | - | - | - | 13,250 | |||||||||||||||||||||
Shares issued for interest in oil and gas property at $696.00 per share – Sept. 22, 2000 | 2,292 | 3 | 1,594,997 | - | - | - | - | - | - | 1,595,000 | |||||||||||||||||||||
Shares issued for services and advances at $1,008.00 per share – Sept. 24, 2000 | 304 | - | 306,600 | - | - | - | - | - | - | 306,600 | |||||||||||||||||||||
Shares issued for services at $1,800.00 per share – Nov. 6, 2000 | 198 | - | 355,800 | - | - | - | - | - | - | 355,800 | |||||||||||||||||||||
Share reconciliation | (1 | ) | - | (1 | ) | - | - | - | - | - | - | (1 | ) | ||||||||||||||||||
Net loss for the year ended December 31, 2000 | - | - | - | - | - | - | - | - | (1,223,108 | ) | (1,223,108 | ) | |||||||||||||||||||
Balance, December 31, 2000 | 4,470 | 4 | 10,188,260 | - | - | - | - | - | (8,575,779 | ) | 1,612,485 | ||||||||||||||||||||
Common stock subscriptions, 417 shares at $1,680.00 per | |||||||||||||||||||||||||||||||
share, net of finder’s fee of $70,000 – Jan. 30, 2001 | - | - | - | - | - | 630,000 | - | 630,000 | |||||||||||||||||||||||
Shares issued for Harvester Property finder’s fee at $1,402.80 per share – Feb. 27, 2001 | 21 | - | 29,250 | - | - | - | - | - | 29,250 | ||||||||||||||||||||||
Shares issued for debt at $1,728.00 per share – March 27, 2001 | 180 | - | 310,517 | - | - | - | - | - | 310,517 | ||||||||||||||||||||||
Shares issued for cash at $1,200.00 per share – July 13, 2001 | 146 | - | 175,000 | - | - | - | - | - | 175,000 | ||||||||||||||||||||||
Shares issued for debt at $1,200.00 per share – Aug. 15, 2001 | 181 | - | 217,229 | - | - | - | - | - | 217,229 | ||||||||||||||||||||||
Common stock subscriptions, 2 shares at $1,200.00 per share– July 10, 2001 | - | - | - | - | - | - | 3,000 | - | 3,000 | ||||||||||||||||||||||
Shares issued for cash at $648.00 per share, net of finder’s fee of $30,000 – Oct. 12, 2001 | 417 | 1 | 269,999 | - | - | - | - | - | 270,000 | ||||||||||||||||||||||
Shares issued for debt at $960.00 per share – Nov. 5, 2001 | 220 | - | 211,333 | - | - | - | - | - | 211,333 | ||||||||||||||||||||||
Shares issued for deferred compensation at $1,127.80 per share –Nov. 15, 2001 | 83 | - | 94,000 | - | (94,000 | ) | - | - | - | - | |||||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 3,917 | - | - | - | 3,917 | ||||||||||||||||||||||
Net loss for the year ended December 31, 2001 | - | - | - | - | - | - | - | (3,120,340 | ) | (3,120,340 | ) | ||||||||||||||||||||
Balance, December 31, 2001 | 5,718 | 5 | 11,495,588 | - | (90,083 | ) | - | 633,000 | - | (11,696,119 | ) | 342,391 |
15
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Shares returned to treasury and cancelled – Jan. 21, 2002 | (20 | ) | - | (9,500 | ) | - | - | - | - | - | (9,500 | ) | |||||||||||||||||||
Shares issued from stock subscriptions – Jan. 31, 2002 | 417 | 1 | 629,999 | - | - | - | (630,000 | ) | - | - | |||||||||||||||||||||
Shares issued for services at $816.00 per share – Feb. 19, 2002 | 382 | - | 311,478 | - | - | - | - | - | 311,478 | ||||||||||||||||||||||
Shares issued for acquisition of rights at $792.00 per share –March 6, 2002 | 1,667 | 2 | 1,319,998 | - | - | - | - | - | 1,320,000 | ||||||||||||||||||||||
Shares issued for services at $816.00 per share – March 31, 2002 | 146 | - | 119,000 | - | - | - | - | - | 119,000 | ||||||||||||||||||||||
Shares issued for services at $336.00 per share – May 21, 2002 | 1,790 | 2 | 601,608 | - | - | - | - | - | 601,610 | ||||||||||||||||||||||
Shares returned to treasury and cancelled – June 5, 2002 | (42 | ) | - | (33,000 | ) | - | - | - | - | - | (33,000 | ) | |||||||||||||||||||
Shares issued for cash at $1,200.00 per share – Sept. 5, 2002 | 2 | - | 3,000 | - | - | - | (3,000 | ) | - | - | |||||||||||||||||||||
Shares issued for services at $192.00 per share – Sept 5, 2002 | 883 | 1 | 169,599 | - | - | - | - | - | 169,600 | ||||||||||||||||||||||
Shares issued for fees at $192.00 per share – Sept. 5, 2002 | 167 | - | 32,000 | - | - | - | - | - | 32,000 | ||||||||||||||||||||||
Shares issued for deferred compensation at $28.80 per share – Dec. 13, 2002 | 27,083 | 28 | 779,972 | - | (780,000 | ) | - | - | - | - | |||||||||||||||||||||
Shares issued for services at $28.80 per share – Dec. 16, 2002 | 15,375 | 15 | 442,785 | - | - | - | - | - | 442,800 | ||||||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 44,707 | - | - | - | 44,707 | ||||||||||||||||||||||
Net loss for the year ended December 31, 2002 | - | - | - | - | - | - | - | (3,360,353 | ) | (3,360,353 | ) | ||||||||||||||||||||
Balance, December 31, 2002 | 53,568 | 54 | 15,862,527 | - | (825,376 | ) | - | - | - | (15,056,472 | ) | (19,267 | ) | ||||||||||||||||||
Shares issued for stock options at $36.00 – Jan. 2, 2003 | 1,250 | 1 | 44,999 | - | - | - | - | - | 45,000 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – Jan. 24, 2003 | 417 | - | 15,000 | - | - | - | - | - | 15,000 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – Feb.18, 2003 | 416 | - | 15,000 | - | - | - | - | - | 15,000 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – Feb.25, 2003 | 1,042 | 1 | 37,499 | - | - | - | - | - | 37,500 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – Mar.3, 2003 | 8,125 | 8 | 292,492 | - | - | - | - | - | 292,500 | ||||||||||||||||||||||
Shares returned to treasury and cancelled – Mar. 6, 2003 | (5 | ) | - | (5,500 | ) | - | - | - | - | - | (5,500 | ) | |||||||||||||||||||
Shares issued for cash at $30.00 per share – Mar. 17,2003 | 3,333 | 3 | 99,997 | - | - | - | - | - | 100,000 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – May 12, 2003 | 2,917 | 4 | 104,996 | - | - | - | - | - | 105,000 | ||||||||||||||||||||||
Shares issued for stock options at $36.00 – May 30, 2003 | 2,916 | 3 | 104,997 | - | - | - | - | - | 105,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – June 13, 2003 | 3,750 | 4 | 26,996 | - | - | - | - | - | 27,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – June 23, 2003 | 1,250 | 1 | 8,999 | - | - | - | - | - | 9,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – June 26, 2003 | 417 | - | 3,000 | - | - | - | - | - | 3,000 | ||||||||||||||||||||||
Shares returned to treasury and cancelled – July 11, 2003 | (3,333 | ) | (3 | ) | (39,997 | ) | - | - | - | - | - | (40,000 | ) | ||||||||||||||||||
Shares issued for stock options at $7.20 – July 24, 2003 | 1,354 | 1 | 9,749 | - | - | - | - | - | 9,750 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 1, 2003 | 1,146 | 1 | 8,249 | - | - | - | - | - | 8,250 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 3, 2003 | 417 | - | 3,000 | - | - | - | - | - | 3,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 11, 2003 | 937 | 1 | 6,749 | - | - | - | - | - | 6,750 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 14, 2003 | 312 | - | 2,250 | - | - | - | - | - | 2,250 | ||||||||||||||||||||||
Shares issued for stock options at $9.60 – August 14, 2003 | 1,771 | 2 | 16,998 | - | - | - | - | - | 17,000 | ||||||||||||||||||||||
Shares issued for stock options at $9.60 - August 29, 2003 | 5,313 | 5 | 50,995 | - | - | - | - | - | 51,000 | ||||||||||||||||||||||
Shares issued for services at $18.00 per share – October 3, 2003 | 4,611 | 5 | 82,995 | - | - | - | - | - | 83,000 | ||||||||||||||||||||||
Shares issued for stock options at $11.40 – October 3, 2003 | 7,083 | 7 | 80,743 | - | - | - | - | - | 80,750 | ||||||||||||||||||||||
Shares issued for stock options at $11.40 – October 6, 2003 | 2,500 | 3 | 28,497 | - | - | - | - | - | 28,500 | ||||||||||||||||||||||
Shares issued for stock options at $9.60– October 21, 2003 | 6,667 | 7 | 63,993 | - | - | - | - | - | 64,000 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 - October 24, 2003 | 1,852 | 2 | 12,222 | - | - | (10,984 | ) | - | - | 1,240 | |||||||||||||||||||||
Shares issued for stock options at $5.40 – October 27, 2003 | 6,667 | 7 | 35,993 | - | - | (36,000 | ) | - | - | - | |||||||||||||||||||||
Shares issued for mining property at $10.80 – October 27, 2003 | 833 | 1 | 8,999 | - | - | - | - | - | 9,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.80 – November 3, 2003 | 7,250 | 7 | 34,793 | - | - | (34,800 | ) | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.80 – November 12, 2003 | 8,333 | 8 | 39,992 | - | - | (40,000 | ) | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.80 – November 13, 2003 | 3,083 | 3 | 14,797 | - | - | (14,800 | ) | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.80 – November 18, 2003 | 10,750 | 11 | 51,589 | - | - | (51,600 | ) | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.80 – November 24, 2003 | 9,148 | 9 | 43,901 | - | - | (43,910 | ) | - | - | - | |||||||||||||||||||||
Shares returned to treasury and cancelled – December 15, 2003 | (1,000 | ) | (1 | ) | (17,999 | ) | - | - | - | - | - | (18,000 | ) | ||||||||||||||||||
Stock Based Compensation | - | - | 651,000 | - | - | - | - | - | 651,000 | ||||||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 352,332 | - | - | - | 352,332 | ||||||||||||||||||||||
Net loss for the year ended December 31, 2003 | - | - | - | - | - | - | - | (2,170,465 | ) | (2,170,465 | ) | ||||||||||||||||||||
Balance, December 31, 2003 | 155,090 | 155 | 17,800,510 | - | (473,044 | ) | (232,094 | ) | - | - | (17,226,937 | ) | (131,410 | ) |
16
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Shares issued for services at $7.20 – January 15, 2004 | 17,500 | 17 | 125,983 | - | (126,000 | ) | - | - | - | - | |||||||||||||||||||||
Share subscriptions received – January 21, 2004 | - | - | - | - | - | 232,094 | - | - | 232,094 | ||||||||||||||||||||||
Shares issued for debt at $6.60 – February 11, 2004 | 25,833 | 26 | 170,474 | - | - | - | - | - | 170,500 | ||||||||||||||||||||||
Shares issued for mineral property at $6.60 – February 27, 2004 | 16,667 | 16 | 109,984 | - | - | - | - | - | 110,000 | ||||||||||||||||||||||
Shares issued for debt at $4.80 – May 26, 2004 | 41,666 | 42 | 199,958 | - | - | - | - | - | 200,000 | ||||||||||||||||||||||
Shares issued for stock options at $3.60 – July 7, 2004 | 22,917 | 23 | 82,477 | - | - | - | - | - | 82,500 | ||||||||||||||||||||||
Shares returned and cancelled – July 9, 2004 | (3,500 | ) | (4 | ) | (18,996 | ) | - | - | - | - | - | (19,000 | ) | ||||||||||||||||||
Shares issued for stock options at $4.80 – September 17, 2004 | 16,666 | 17 | 79,983 | - | - | - | - | - | 80,000 | ||||||||||||||||||||||
Shares returned and cancelled – September 28, 2004 | (16,666 | ) | (17 | ) | (79,983 | ) | - | - | - | - | - | (80,000 | ) | ||||||||||||||||||
Shares issued for stock options at $3.60 – September 28, 2004 | 18,750 | 19 | 67,481 | - | - | - | - | - | 67,500 | ||||||||||||||||||||||
Shares issued for services at $7.20 – October 1, 2004 | 1,667 | 2 | 12,998 | - | (13,000 | ) | - | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.80 – October 7, 2004 | 10,000 | 10 | 47,990 | - | - | - | - | - | 48,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.80 – November 22, 2004 | 55,000 | 55 | 263,945 | - | - | - | - | - | 264,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.80 – November 23, 2004 | 11,667 | 11 | 55,989 | - | - | - | - | - | 56,000 | ||||||||||||||||||||||
Shares returned and cancelled – November 23, 2004 | (5,000 | ) | (5 | ) | (23,995 | ) | - | - | - | - | - | (24,000 | ) | ||||||||||||||||||
Shares returned and cancelled – November 24, 2004 | (1,083 | ) | (1 | ) | (10,499 | ) | - | - | - | - | - | (10,500 | ) | ||||||||||||||||||
Shares issued for salaries – December 1, 2004 | 1,667 | 2 | 19,998 | - | - | - | - | - | 20,000 | ||||||||||||||||||||||
Shares returned and cancelled – November 23, 2004 | (33,333 | ) | (33 | ) | (159,967 | ) | - | - | - | - | - | (160,000 | ) | ||||||||||||||||||
Shares issued for stock options at $4.80 - December 8, 2004 | 20,833 | 21 | 99,979 | - | - | - | - | - | 100,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.80 - December 13, 2004 | 7,917 | 8 | 37,992 | - | - | - | - | - | 38,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.80 - December 16, 2004 | 12,917 | 13 | 61,987 | - | - | - | - | - | 62,000 | ||||||||||||||||||||||
Stock Based Compensation | - | - | 338,500 | - | - | - | - | - | 338,500 | ||||||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 418,582 | - | - | - | 418,582 | ||||||||||||||||||||||
Unrealized losses on available for sale securities | - | - | - | (10,000 | ) | - | - | - | - | (10,000 | ) | ||||||||||||||||||||
Net loss for the year ended December 31, 2004 | - | - | - | - | - | - | - | (1,678,056 | ) | (1,678,056 | ) | ||||||||||||||||||||
Balance, December 31, 2004 | 377,175 | 377 | 19,282,788 | (10,000 | ) | (193,462 | ) | - | - | - | (18,904,993 | ) | 174,710 | ||||||||||||||||||
Shares issued for stock options at $16.80 – January 20, 2005 | 8,333 | 8 | 139,992 | - | - | - | - | - | 140,000 | ||||||||||||||||||||||
Shares issued for stock options at $15.60 – January 21, 2005 | 5,000 | 5 | 77,995 | - | - | - | - | - | 78,000 | ||||||||||||||||||||||
Shares issued for services at $15.60 – January 21, 2005 | 833 | 1 | 12,999 | - | - | - | - | - | 13,000 | ||||||||||||||||||||||
Shares issued for cash at $3.00 – February 4, 2005, net of finder’s fee of $130,900 (Note (1)) | 99,167 | 99 | 761,501 | - | - | - | - | - | 761,600 | ||||||||||||||||||||||
Shares issued for finder’s fees at $13.20 – February 7, 2005 (Note 7(1)) | 29,917 | 30 | 394,870 | - | - | - | - | - | 394,900 | ||||||||||||||||||||||
Shares issued for services at $13.20 – February 7, 2005 | 4,167 | 4 | 54,996 | - | - | - | - | - | 55,000 | ||||||||||||||||||||||
Shares issued for stock options at $12.00 - February 10, 2005 | 1,083 | 1 | 12,999 | - | - | - | - | - | 13,000 | ||||||||||||||||||||||
Shares issued for services at $10.80 – February 17, 2005 | 1,667 | 2 | 17,998 | - | - | - | - | - | 18,000 | ||||||||||||||||||||||
Shares issued for stock options at $10.80 – February 25, 2005 | 417 | - | 4,500 | - | - | - | - | - | 4,500 | ||||||||||||||||||||||
Shares issued for stock options at $10.80 – March 22, 2005 | 3,133 | 3 | 33,837 | - | - | - | - | - | 33,840 | ||||||||||||||||||||||
Shares issued for stock options at $8.40 – April 7, 2005 | 4,167 | 4 | 34,996 | - | - | - | - | - | 35,000 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 - April 21, 2005 | 8,333 | 8 | 54,992 | - | - | - | - | - | 55,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.80 – May 17, 2005 | 7,500 | 8 | 58,492 | - | - | - | - | - | 58,500 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 - April 29, 2005 | 4,167 | 4 | 27,496 | - | - | - | - | - | 27,500 | ||||||||||||||||||||||
Shares issued for stock options at $7.80 – May 26, 2005 | 10,833 | 11 | 84,489 | - | - | - | - | - | 84,500 | ||||||||||||||||||||||
Shares issued for stock options at $7.80 – June 14, 2005 | 4,167 | 4 | 32,496 | - | - | - | - | - | 32,500 | ||||||||||||||||||||||
Shares issued for stock options at $7.80 – June 28, 2005 | 5,416 | 5 | 42,245 | - | - | - | - | - | 42,250 | ||||||||||||||||||||||
Shares issued for services at $8.40 – June 28, 2005 | 6,666 | 7 | 55,993 | - | - | - | - | - | 56,000 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 10, 2005 | 10,250 | 10 | 73,790 | - | - | - | - | - | 73,800 | ||||||||||||||||||||||
Shares issued for stock options at $7.20 – August 11, 2005 | 2,083 | 2 | 14,998 | - | - | - | - | - | 15,000 | ||||||||||||||||||||||
Shares returned and cancelled– August 30, 2005 | (2,083 | ) | (2 | ) | (16,248 | ) | - | - | - | - | - | (16,250 | ) | ||||||||||||||||||
Shares issued for stock options at $6.60 – August 12, 2005 | 28,750 | 29 | 189,721 | - | - | - | - | - | 189,750 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 – September 14, 2005 | 4,250 | 4 | 28,046 | - | - | - | - | - | 28,050 |
17
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Shares issued for stock options at $6.60 – September 22, 2005 | 4,166 | 4 | 27,496 | - | - | - | - | - | 27,500 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 – October 12, 2005 | 4,083 | 4 | 26,946 | - | - | - | - | - | 26,950 | ||||||||||||||||||||||
Shares issued for stock options at $7.80 – November 30, 2005 | 1,667 | 2 | 12,998 | - | - | - | - | - | 13,000 | ||||||||||||||||||||||
Shares issued for stock options at $6.60 – December 21, 2005 | 4,700 | 5 | 31,015 | - | - | - | - | - | 31,020 | ||||||||||||||||||||||
Stock based compensation | - | - | 620,640 | - | - | - | - | - | 620,640 | ||||||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 125,172 | - | - | - | 125,172 | ||||||||||||||||||||||
Unrealized losses on available for sale securities | - | - | - | (90,000 | ) | - | - | - | - | (90,000 | ) | ||||||||||||||||||||
Net loss for the year ended December 31, 2005 | - | - | - | - | - | - | - | (1,950,963 | ) | (1,950,963 | ) | ||||||||||||||||||||
Balance December 31, 2005 | 640,007 | 639 | 22,195,076 | (100,000 | ) | (68,290 | ) | - | - | - | (20,855,956 | ) | 1,171,469 | ||||||||||||||||||
Shares issued for stock options at $6.60 – January 16, 2006 | 3,333 | 3 | 21,997 | - | - | - | - | - | - | 22,000 | |||||||||||||||||||||
Shares issued for stock options at $6.60 – February 6, 2006 | 3,333 | 3 | 21,997 | - | - | - | - | - | - | 22,000 | |||||||||||||||||||||
Shares issued for stock options at $6.60 – February 23, 2006 | 1,667 | 2 | 10,998 | - | - | - | - | - | - | 11,000 | |||||||||||||||||||||
Shares issued for services at $7.20 – January 21, 2006 | 1,667 | 2 | 11,998 | - | - | - | - | - | - | 12,000 | |||||||||||||||||||||
Shares issued for cash at $2.00 – May 12, 2006, net of fees and expenses of $151,455 (Note (1)) | 133,333 | 133 | 648,412 | - | - | - | - | - | - | 648,545 | |||||||||||||||||||||
Shares issued for finder’s fees – May 6, 2006 - (Note 7(1)) | 20,000 | 20 | (20 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||
Shares issued for services at $7.20– May 23, 2006 | 833 | 1 | 7,499 | - | - | - | - | - | - | 7,500 | |||||||||||||||||||||
Shares issued for stock options at $7.20 – May 24, 2006 | 1,667 | 2 | 11,998 | - | - | - | - | - | - | 12,000 | |||||||||||||||||||||
Shares issued for services at $9.00 – May 25, 2006 | 8,333 | 8 | 74,992 | - | (75,000 | ) | - | - | - | - | - | ||||||||||||||||||||
Shares returned on reduction of finders’ fee – September 27, 2006 (Note 7(1)) | (6,666 | ) | (6 | ) | 6 | - | - | - | - | - | - | - | |||||||||||||||||||
Shares issued for stock options at $6.00 – October 2, 2006 | 94,583 | 95 | 567,405 | - | - | - | - | (567,500 | ) | - | - | ||||||||||||||||||||
Shares issued for stock options at $6.00 – October 3, 2006 | 8,750 | 9 | 52,491 | - | - | - | - | (52,500 | ) | - | - | ||||||||||||||||||||
Shares issued for services at $6.00 – November 1, 2006 | 8,000 | 8 | 47,992 | - | (48,000 | ) | - | - | - | - | - | ||||||||||||||||||||
Shares issued for services at $7.20 – December 12, 2006 | 1,167 | 1 | 8,399 | - | - | - | - | - | - | 8,400 | |||||||||||||||||||||
Stock based compensation | - | - | 241,000 | - | - | - | - | - | - | 241,000 | |||||||||||||||||||||
Interest accrued on promissory notes receivable | - | - | - | - | - | - | - | (15,500 | ) | - | (15,500 | ) | |||||||||||||||||||
Deferred compensation expense recorded in the year | - | - | - | - | 134,492 | - | - | - | - | 134,492 | |||||||||||||||||||||
Unrealized losses on available for sale securities | - | - | - | (8,889 | ) | - | - | - | - | - | (8,889 | ) | |||||||||||||||||||
Net loss for the year ended December 31, 2006 | - | - | - | - | - | - | - | - | (738,090 | ) | (738,090 | ) | |||||||||||||||||||
Balance December 31, 2006 | 920,007 | 920 | 23,922,240 | (108,889 | ) | (56,798 | ) | - | - | (635,500 | ) | (21,594,046 | ) | 1,527,927 | |||||||||||||||||
Shares issued for services at $5.40 – January 16, 2007 | 166 | - | 900 | - | - | - | - | - | - | 900 | |||||||||||||||||||||
Shares returned against promissory notes – April 25, 2007 | (36,666 | ) | (37 | ) | (219,963 | ) | - | - | - | 220,000 | - | - | |||||||||||||||||||
Shares issued for stock options at $6.00 – April 26, 2007 | 13,333 | 13 | 79,987 | - | - | (30,000 | ) | - | - | 50,000 | |||||||||||||||||||||
Shares issued for stock options at $6.00 – June 5, 2007 | 3,333 | 3 | 19,997 | - | - | (20,000 | ) | - | - | - | |||||||||||||||||||||
Shares issued for services at $ 4.80 – June 12, 2007 | 6,667 | 7 | 31,993 | - | - | - | - | - | 32,000 | ||||||||||||||||||||||
Shares returned against promissory notes – June 19, 2007 | (41,666 | ) | (42 | ) | (249,958 | ) | - | - | - | 250,000 | - | - | |||||||||||||||||||
Shares issued for stock options at $6.00 - July 15, 2007 | 833 | 1 | 4,999 | - | 5,000 | ||||||||||||||||||||||||||
Shares returned against promissory notes – August 15, 2007 | (6,666 | ) | (7 | ) | (39,993 | ) | 40,000 | - | |||||||||||||||||||||||
Shares issued for services at $4.80 – August 15, 2007 | 6,666 | 7 | 31,993 | - | (32,000 | ) | - | - | - | - | |||||||||||||||||||||
Shares issued for stock options at $4.20 – September 21, 2007 | 1,667 | 1 | 6,999 | - | - | - | - | - | 7,000 | ||||||||||||||||||||||
Shares issued for stock options at $4.20 – September 26, 2007 | 2,083 | 2 | 8,748 | - | - | - | - | - | 8,750 | ||||||||||||||||||||||
Shares issued for stock options at $3.40 – October 30, 2007 | 5,000 | 5 | 16,995 | 17,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $3.40 – November 1, 2007 | 10,000 | 10 | 33,990 | 34,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $3.40 – December 20, 2007 | 8,000 | 8 | 27,192 | (25,500 | ) | 1,700 | |||||||||||||||||||||||||
Shares cancelled - December 31, 2007 | (8,333 | ) | (8 | ) | 8 | - | |||||||||||||||||||||||||
Shares cancelled - December 31, 2007 | (8,333 | ) | (8 | ) | (49,992 | ) | 50,000 | - | |||||||||||||||||||||||
Shares returned and cancelled - December 31, 2007 | (7,500 | ) | (7 | ) | (25,493 | ) | 25,500 | - | |||||||||||||||||||||||
Share reconciliation | 50 | - | - | - | |||||||||||||||||||||||||||
Stock based compensation | 52,149 | 52,149 | |||||||||||||||||||||||||||||
Settlement of promissory notes including interest | 125,500 | 125,500 | |||||||||||||||||||||||||||||
Deferred compensation expense recorded in the year | 39,798 | 39,798 | |||||||||||||||||||||||||||||
Unrealized gains on available for sale securities | 614,942 | 614,942 | |||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2007 | - | - | - | - | - | - | - | (593,789 | ) | (593,789 | ) | ||||||||||||||||||||
Balance December 31, 2007 | 868,641 | $ | 868 | $ | 23,652,791 | $ | 506,053 | $ | (49,000 | ) | $ | - | $ | - | $ | - | $ | (22,187,835 | ) | $ | 1,922,877 |
18
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Shares issued for stock options at $2.60 – January 4, 2008 | 10,000 | 10 | 25,990 | 26,000 | |||||||||||||||||||||||||||
Shares issued for services at $2.20 – February 27, 2008 | 2,500 | 2 | 5,498 | 5,500 | |||||||||||||||||||||||||||
Shares issued for stock options at $2.00 – July 18, 2008 | 10,965 | 11 | 21,919 | 21,930 | |||||||||||||||||||||||||||
Shares issued for services at $2.20 – September 12, 2008 | 1,250 | 1 | 1,749 | 1,750 | |||||||||||||||||||||||||||
Stock based compensation | 16,579 | 16,579 | |||||||||||||||||||||||||||||
Deferred compensation expense recorded in the year | 32,000 | 32,000 | |||||||||||||||||||||||||||||
Unrealized gains on available for sale securities | 340,936 | 340,936 | |||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2008 | - | - | - | - | - | - | - | (1,871,917 | ) | (1,871,917 | ) | ||||||||||||||||||||
Balance December 31, 2008 | 893,356 | 892 | $ | 23,724,526 | $ | 846,989 | $ | (17,000 | ) | $ | - | $ | - | $ | - | $ | (24,059,752 | ) | $ | 495,655 | |||||||||||
Shares issued for cash at $1.40 -April 9, 2009 | 10,000 | 10 | 13,990 | 14,000 | |||||||||||||||||||||||||||
Shares issued for cash at $2.00 -April 9, 2009 | 12,500 | 12 | 24,988 | 25,000 | |||||||||||||||||||||||||||
Shares issued for cash at $2.00 -April 27, 2009 | 2,500 | 3 | 4,997 | 5,000 | |||||||||||||||||||||||||||
Shares issued hydroponic vertical farming design valued at $0.03 - June 9,2009 | 175,000 | 175 | 104,825 | 105,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – July 21, 2009 | 25,000 | 25 | 14,975 | 15,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – August 7, 2009 | 100,000 | 100 | 59,900 | 60,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – August 10, 2009 | 750 | 1 | 449 | 450 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – August 25, 2009 | 50,500 | 51 | 30,249 | 30,300 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – September 1, 2009 | 3,250 | 3 | 1,947 | 1,950 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0 60 – September 8, 2009 | 25,000 | 25 | 14,975 | 15,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – September 14, 2009 | 14,150 | 14 | 8,476 | 8,490 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – September 17, 2009 | 5,000 | 5 | 2,995 | 3,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – September 23, 2009 | 147,500 | 148 | 88,352 | 88,500 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.60 – October 22, 2009 | 45,000 | 45 | 26,955 | 27,000 | |||||||||||||||||||||||||||
Shares issued for deferred compensation at $ 0.31 – November 18, 2009 | 25,000 | 25 | 7,575 | (7,600 | ) | - | |||||||||||||||||||||||||
Shares issued for stock options at $ 0.40 – December 16, 2009 | 8,750 | 9 | 3,491 | 3,500 | |||||||||||||||||||||||||||
Deferred compensation expense | 8,844 | 8,844 | |||||||||||||||||||||||||||||
Unrealized losses on available for sale securities | (795,927 | ) | (795,927 | ) | |||||||||||||||||||||||||||
Net loss | (420,380 | ) | (420,380 | ) | |||||||||||||||||||||||||||
Balance, December 31, 2009 | 1,543,256 | 1,543 | 24,134,639 | 51,062 | (15,756 | ) | - | - | - | (24,480,132 | ) | (308,644 | ) | ||||||||||||||||||
Shares issued for stock options at $ 0.20 – January 25, 2010 | 40,250 | 40 | 8,010 | 8,050 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.20 – March 9, 2010 | 15,000 | 15 | 2,985 | 3,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.20 – March 23, 2010 | 5,000 | 5 | 995 | 1,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $ 0.20 – April 15, 2010 | 50,000 | 50 | 9,950 | 10,000 | |||||||||||||||||||||||||||
Shares issued for deferred compensation at $ 0.10 – May 26, 2010 | 50,000 | 50 | 4,950 | (5,000 | ) | 0 | |||||||||||||||||||||||||
Shares issued for stock options at $0.06 - October 27, 2010 | 20,000 | 20 | 1,180 | 1,200 | |||||||||||||||||||||||||||
Shares issued for stock options at $0.05 - November 24, 2010 | 337,802 | 338 | 14,525 | 14,863 | |||||||||||||||||||||||||||
Shares issued for debt to related parties at $0.20- December 9, 2010 | 35,015 | 35 | 6,968 | 7,003 | |||||||||||||||||||||||||||
Deferred compensation expense | 14,628 | 14,628 | |||||||||||||||||||||||||||||
Unrealized gains on available for sale securities | 46,795 | 46,795 | |||||||||||||||||||||||||||||
Write down of securities | (91,682 | ) | (91,682 | ) | |||||||||||||||||||||||||||
Net loss | (217,210 | ) | (217,210 | ) | |||||||||||||||||||||||||||
Balance, December 31, 2010 | 2,096,323 | 2,096 | 24,184,202 | 6,174 | (6,128 | ) | - | - | - | (24,697,342 | ) | (510,998 | ) |
19
BRAVO ENTRPISES LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 (INCEPTION OF EXPLORATION STAGE) TO DECEMBER 31, 2013
Number Of | Additional Paid In | Accumulated OtherComprehensive Income | Deferred | Treasury | Promissory Notes | Deficit AccumulatedDuring The Exploration | |||||||||||||||||||||||||
Shares | Amount | Capital | (Loss) | Compensation | Subscriptions | Stock | Receivable | Stage | Total |
Shares issued for services at $0.10 - January 13, 2011 | 1,250 | 1 | 124 | 125 | |||||||||||||||||||||||||||
Shares issued for debt to related parties at $0.40 - April 1, 2011 | 82,500 | 83 | 32,917 | 33,000 | |||||||||||||||||||||||||||
Shares issued for services at $0.20 - April 18, 2011 | 34,750 | 35 | 6,915 | 6,950 | |||||||||||||||||||||||||||
Shares issued for deferred compensation at $ 0.30 – July 7, 2011 | 325,000 | 325 | 97,175 | (97,500 | ) | 0 | |||||||||||||||||||||||||
Shares issued for debt to related parties at $0.24 - August 2, 2011 | 70,000 | 70 | 16,730 | 16,800 | |||||||||||||||||||||||||||
Shares issued for debt to related parties at $0.24 - August 15, 2011 | 90,000 | 90 | 21,510 | 21,600 | |||||||||||||||||||||||||||
Shares issued for debt to related parties at $0.24 - August 19, 2011 | 75,000 | 75 | 17,925 | 18,000 | |||||||||||||||||||||||||||
Shares issued for debt to related parties at $0.24 - September 12, 2011 | 35,000 | 35 | 8,365 | 8,400 | |||||||||||||||||||||||||||
Shares issued for deferred compensation at $ 0.30 - December 1, 2011 | 22,500 | 22 | 1,778 | (1,800 | ) | 0 | |||||||||||||||||||||||||
Shares issued for debt to related parties at $0.06 - December 29, 2011 | 220,000 | 220 | 12,980 | 13,200 | |||||||||||||||||||||||||||
Deferred compensation expense | 42,838 | 42,838 | |||||||||||||||||||||||||||||
Unrealized gains on available for sale securities | 53,193 | 53,193 | |||||||||||||||||||||||||||||
Write down of securities | (54,378 | ) | (54,378 | ) | |||||||||||||||||||||||||||
Net loss | (202,130 | ) | (202,130 | ) | |||||||||||||||||||||||||||
Balance, December 30, 2011 | 3,052,323 | 3,052 | 24,400,621 | 4,989 | (62,590 | ) | (24,899,472 | ) | (553,400 | ) | |||||||||||||||||||||
Shares issued for deferred compensation at $ 0.0221 – September 14, 2012 | 4,500,000 | 4,500 | 94,950 | (99,450 | ) | 0 | |||||||||||||||||||||||||
Shares issued for license - water harvester units at $0.013 - December 6, 2012 | 120,000,000 | 120,000 | 1,372,743 | 1,492,743 | |||||||||||||||||||||||||||
Shares issued for debt to related parties($145,000) & cash ($50,000) at $0.013 - December 11, 2012 | 15,000,000 | 15,000 | 180,000 | 195,000 | |||||||||||||||||||||||||||
Shares issued for debt to related parties - December 13, 2012 | 4,000,000 | 4,000 | 48,000 | 52,000 | |||||||||||||||||||||||||||
Shares issued for cash at $.08 - December 13, 2012 | 625,000 | 625 | 49,375 | 50,000 | |||||||||||||||||||||||||||
Shares to be issued | 93,000 | 93,000 | |||||||||||||||||||||||||||||
Share subsriptions receivable - 800,000 shares at $0.10 | (80,000 | ) | (80,000 | ) | |||||||||||||||||||||||||||
Stock Based Compensastion | 70,000 | 70,000 | |||||||||||||||||||||||||||||
Deferred compensation expense | 77,880 | 77,880 | |||||||||||||||||||||||||||||
Unrealized (loss) gains on available for sale securities | (3,089 | ) | (3,089 | ) | |||||||||||||||||||||||||||
Net loss | (302,218 | ) | (302,218 | ) | |||||||||||||||||||||||||||
Share reconciliation and rounding after 1:20 reverse split June 7, 2012 | 1,207 | 1 | (975 | ) | (974 | ) | |||||||||||||||||||||||||
Balance, December 31, 2012 | 147,178,530 | 147,178 | 26,214,714 | 1,900 | (84,160 | ) | 13,000 | (25,201,690 | ) | 1,090,942 | |||||||||||||||||||||
Shares issued for cash at $.08 - January 16, 2013 | 62,500 | 63 | 4,937 | (5,000 | ) | 0 | |||||||||||||||||||||||||
Shares issued for cash at $.10 - January 16, 2013 | 800,000 | 800 | 79,200 | 80,000 | |||||||||||||||||||||||||||
Shares issued for services at $0.10 - January 16, 2013 | 80,000 | 80 | 7,920 | (8,000 | ) | 0 | |||||||||||||||||||||||||
Shares issued for cash at $.10 - April 23, 2013 | 150,000 | 150 | 14,850 | 15,000 | |||||||||||||||||||||||||||
Shares issued for stock options at $0.013 - June 10, 2013 | 4,000,000 | 4,000 | 48,000 | 52,000 | |||||||||||||||||||||||||||
Shares issued for cash at $.10 - July 17, 2013 | 40,000 | 40 | 9,960 | 10,000 | |||||||||||||||||||||||||||
Shares issued for cash at $.10 - July 23, 2013 | 35,000 | 35 | 10,465 | 10,500 | |||||||||||||||||||||||||||
Shares issued for services at $0.10 - August 13, 2013 | 10,000 | 10 | 2,990 | 3,000 | |||||||||||||||||||||||||||
Shares issued for cash at $.17 - December 11, 2013 | 120,000 | 120 | 20,080 | 20,200 | |||||||||||||||||||||||||||
Shares to be cancelled - 90,400,000 issued at $0.013. | (1,175,200 | ) | (1,175,200 | ) | |||||||||||||||||||||||||||
Deferred compensation expense | 57,228 | 57,228 | |||||||||||||||||||||||||||||
Unrealized (loss) gains on available for sale securities | 33,766 | 33,766 | |||||||||||||||||||||||||||||
Net loss | (489,019 | ) | (489,019 | ) | |||||||||||||||||||||||||||
Balance, December 31, 2013 | $ | 152,476,030 | $ | 152,476 | $ | 26,413,116 | $ | 35,666 | $ | (26,932 | ) | $ | 0 | $ | (1,175,200 | ) | $ | - | $ | (25,690,709 | ) | $ | (291,583 | ) |
The accompanying notes are an integral part of these financial statements
20
BRAVO ENTERPRISES LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Ended December 31, 2013 | Year Ended December 31, 2012 | January 1,1996 the inception of development stage to December 31, 2013 | ||||||||||
Net loss for the year | $ | (489,019 | ) | $ | (302,218 | ) | $ | (21,230,076 | ) | |||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||||||
- amortization | 82,930 | - | 82,930 | |||||||||
- fees and services paid for with common shares | 60,228 | 85,880 | 3,637,746 | |||||||||
- non cash research and development | - | - | 105,000 | |||||||||
- other stock based compensation | - | 70,000 | 1,989,468 | |||||||||
- interest paid for with common shares | - | - | 80,872 | |||||||||
- loss on settlement of debt | - | - | 718,784 | |||||||||
- software development costs paid for with common shares | - | - | 600,000 | |||||||||
- non cash exploration costs | - | - | 110,000 | |||||||||
- write-down of interest in oil and gas properties | - | - | 2,970,722 | |||||||||
- write-down of equities in Legacy Platinum Group Inc. | - | - | 258,580 | |||||||||
- write-down of equities in Golden Star Enterprises Ltd. | - | - | 15,768 | |||||||||
- write-down of interest in ACGT Corporation | - | - | 2,250,937 | |||||||||
- loss on Iceberg Drive Inn investment | - | - | 85,000 | |||||||||
- (gain)/loss on securities held for resale | - | - | (21,816 | ) | ||||||||
- non cash option income received in shares | - | - | (130,000 | ) | ||||||||
- interest accrued on promissory notes receivable | - | - | (63,136 | ) | ||||||||
- other non-cash expenses | - | - | 2,557,382 | |||||||||
- net changes in working capital items | (13,935 | ) | (68,953 | ) | 242,366 | |||||||
CASH FLOWS USED IN OPERATING ACTIVITIES | (359,796 | ) | (215,291 | ) | (5,739,473 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Interest received on promissory notes | - | - | 63,136 | |||||||||
Investment in Iceberg Acquisition Corporation | - | - | (120,000 | ) | ||||||||
Proceeds from sale of securities – related party | - | - | 136,790 | |||||||||
Interest in oil and gas properties – net of finders fees | - | - | (1,522,804 | ) | ||||||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | - | - | (1,442,878 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Net proceeds on sale of common stock | 187,700 | 105,000 | 5,391,025 | |||||||||
Net advances (to) from related parties | 99,521 | 196,982 | 1,385,532 | |||||||||
Advances receivable | - | 420,000 | ||||||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 287,221 | 302,802 | 7,196,557 | |||||||||
INCREASE (DECREASE) IN CASH | (72,575 | ) | 86,691 | 14,206 | ||||||||
CASH, BEGINNING OF YEAR | 86,781 | 90 | - | |||||||||
CASH, END OF YEAR | $ | 14,206 | $ | 86,781 | $ | 14,206 |
The accompanying notes are an integral part of these financial statements
21
BRAVO ENTERPRISES LTD.
(A development stage company)
STATEMENTS OF OTHER COMPREHENSIVE (LOSS)
For the years ended December 31, | For the period from January 1, 1996 to December 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
NET LOSS | $ | (489,019 | ) | $ | (302,218 | ) | $ | (21,230,076 | ) | |||
Unrealized gains on related party securities | 33,766 | (3,089 | ) | 35,666 | ||||||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), net of tax | 33,766 | (3,089 | ) | 35,666 | ||||||||
COMPRHENSIVE (LOSS) | $ | ( 455,253 | ) | $ | (305,307 | ) | $ | (21,194,410 | ) |
The accompanying notes are an integral part of these financial statements
22
BRAVO ENTERPRISES LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated as Venture Investments Inc. under the Laws of the State of Nevada on November 29, 1983. The Company underwent a name change to Asdar Group on December 10, 1987, a name change to Precise Life Sciences Ltd. on April 30, 2002, a name change to Iceberg Brands Corporation on February 18, 2003, a name change to Avalon Gold Corporation on August 28, 2003, a name change to Avalon Energy Corporation on March 22, 2005, a name change to Shotgun Energy Corporation on September 25, 2007 and a name change to Organa Gardens International Inc. on February 26, 2009 and a name change to Bravo Enterprises Ltd. on June 1, 2012. The Company was dormant from 1991 to 1996 and currently has no revenue generating operations. The Company was considered a development stage company since January 1, 1996 and as a result of changing its business focus to air to water harvesting units is considered to be a development stage company. Expected operations will consist of manufacturing and distributing air to water harvesting units worldwide.
Going Concern
The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated nominal revenues of $40,476 to date and has incurred losses of $25,690,709 since inception. The Company will depend almost exclusively on outside capital through the issuance of common shares to finance ongoing operating losses and to fund the manufacture and distribution of the air to water harvesting units. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
In April, 2012, a majority of the shareholders entitled to vote on such matters approved a change of name from Organa Gardens International Inc. to “Bravo Enterprises Ltd.” and a one-for-twenty (1:20) stock split of all of this Company’s outstanding common stock, without any change in par value for the shares of common stock of this Company. The stock split did not include a change in the authorized capital of the Company. On April 23, 2012, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Bravo Enterprises Ltd., effective June 1, 2012. As advised on May 9, 2012, the Company’s CUSIP Number changed from 68618Y 10 6 to 10567L 10 7. On June 8, 2012, the Company began to trade as Bravo Enterprises Ltd. under the same trading symbol being “OGNG”. Pre-split the total shares outstanding was 61,796,467 and post-split the total shares outstanding was 3,089,823.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented in United States dollars and are prepared in accordance with accounting principles generally accepted in the United States.
Use of Estimates and Assumptions
Preparation of the Company’s financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
23
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration of Credit Risk
Cash in bank accounts is at risk to the extent that it exceeds U.S. Federal Deposit Insurance Corporation and Canadian Deposit Insurance Corporation insured amounts. To minimize risk, the Company places its cash with high credit quality institutions. All cash is deposited in one prominent Canadian financial institution.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, receivables, prepaid expenses, available-for-sale securities and due to related parties. Management believes the fair values of these financial instruments approximate their carrying values due to their short-term nature. The Company adopted ASC Topic 820-10 for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Topic 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements Topic 820-10 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of nonperformance risk including our own credit risk. In addition to defining fair value, Topic 820-10 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
* Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
* Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
* Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
In general, and where applicable, we use quoted prices in an active market for identical derivative assets and liabilities that are traded on exchanges. These derivative assets and liabilities are included in Level 1.The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below:
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||
Assets | ||||||||||||||||
Cash | $ | 14,206 | $ | - | $ | - | $ | 14,206 | ||||||||
Taxes recoverable | - | - | ||||||||||||||
Accounts Receivable | - | - | - | - | ||||||||||||
Available securities | 36,795 | - | - | 36,795 | ||||||||||||
Prepaid Expenses | 23,400 | 23,400 | ||||||||||||||
Intangible Assets | - | - | 234,613 | 234,613 | ||||||||||||
Total | $ | 74,401 | $ | - | $ | 234,613 | $ | 309,014 | ||||||||
Liabilities | ||||||||||||||||
Current and related party | $ | 555,064 | $ | - | $ | - | $ | 555,064 | ||||||||
Total | $ | 555,064 | $ | - | $ | - | $ | 555,064 |
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with ASC Topic 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Available For Sale Securities – related parties
The Company holds marketable equity securities which are available-for-sale and as such, their carrying value is adjusted to market at the end of each reporting period. As required by ASC Topic 220 (formerly SFAS 130),, unrealized gains and losses on these investments are recorded as a component of accumulated other comprehensive income (loss) and are recorded as a component of net income (loss) when realized. However, if there is a permanent decline in the market value of available-for-sale securities, this permanent market value adjustment is taken into income in the period.
Stock-Based Compensation
On January 1, 2006, the Company adopted the fair value recognition provisions of ASC Topic 718 & 505. Prior to January 1, 2006, the Company accounted for share-based payments under the recognition and measurement provisions of ASC Topic 718. In accordance with ASC Topic 718 no compensation cost was required to be recognized for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant. . The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.
In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC Topic 718 & 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.
Research and Development Costs
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understandings are expensed as incurred and include costs of consultants who conduct research and development on behalf of the Company.
Intangible Assets
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350 , “Intangibles-Goodwill and Other” requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. The Company's intangible assets consist of the acquisition of the license to import and distribute wine & liquor products and various brands and labels. The Company determined that the intangibles have an estimated useful life of 18 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company will commence amortization when the economic benefits of the assets begin to be consumed in January, 2013. Other intangibles are carried at acquisition cost less accumulated amortization. Amortization is provided over the estimated useful lives of the assets on straight line basis per annum.
25
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Definite life intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. These tests involve the use of estimates and assumptions appropriate in the circumstances. In assessing fair value, valuation models are used that include discounted cash flows. The models use assumptions that include levels of growth in assets under management from net sales and market, pricing and margin changes, synergies achieved on acquisition, discount rates, and observable data for comparable transactions. As of December 31, 2013, the Company believed there was an adjustment required to its intangible assets due to the cancellation of the license agreement subsequent to year end and reduced the value of the intangible asset by $1,175,200 to reflect the new fair value of the intangible asset. As at December 31, 2013, the intangible asset is valued in the amount of $234,613 (2012- $1,492,743).
Income Taxes
The Company follows the liability method of accounting for income taxes as set forth in ASC Topic 740-10. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit, or if the future deductibility is uncertain. In accordance with ASC 740-10. This interpretation introduces a new approach that changes how enterprises recognize and measure tax benefits associated with tax positions and how enterprises disclose uncertainties related to income tax positions in their financial statements.
Revenue Recognition
Sales are recognized upon purchase by customers at our product facility. All sales at our product facility are final, allowing for no sales returns. As at December 31, 2013, $Nil (2012 - $3,354) is in accounts receivable from the sale of water units.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on our financial statements.
The Company adopted certain amendments to Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements,” effective January 1, 2012. These amendments include a consistent definition of fair value, enhanced disclosure requirements for “Level 3” fair value adjustments and other changes to required disclosures. Their adoption did not have a material impact on the Company’s consolidated financial statements.
The Company adopted the amendments to ASC 220, “Comprehensive Income,” effective January 1, 2012. The amendments pertained to presentation and disclosure only.
The Company adopted the amendments to ASC 350, “Intangibles-Goodwill and Others,” effective January 1, 2012. The amended guidance allows us to do an initial qualitative assessment of relevant events and circumstances to determine if fair value of a reporting unit is more likely than not to be less than its carrying value, prior to performing the two-step quantitative goodwill impairment test. The adoption of these amendments did not have a material impact on the Company’s financial statements.
26
NOTE 3 – AVAILABLE FOR SALE SECURITIES – RELATED PARTIES
Golden Star Enterprises Ltd.
During 2004, the Company received 111,111 restricted Rule 144 shares of Golden Star Corporation (“Golden Star”), a public company with directors and significant shareholders in common. The restricted shares were received as non-refundable consideration pursuant to agreements with Golden Star dated November 10, 2004 and December 10, 2004 to acquire certain mineral property interests from the Company. These agreements were subsequently terminated.
Effective December 31, 2004 the Company recorded, as other comprehensive loss for the year, a $10,000 unrealized loss in the carrying value of its shares of Golden Star. During the years ended December 31, 2005 and 2006 the Company recorded additional unrealized losses in the carrying value of its shares of Golden Star totalling $90,000 and $8,889 respectively, which were recorded as other comprehensive loss for those years. During the year ended December 31, 2007, the Company sold 2,500 shares resulting in a realized gain of $165 and recorded an additional unrealized loss of $473 in 2007. During the year ended December 31, 2008, the Company sold 10,000 shares resulting in a realized loss of $800 and recorded an additional unrealized loss of $15,026 to December 31, 2008. As a result, the carrying value of the available for sale shares of Golden Star is $2,712 as at December 31, 2008.
During the year ended December 31, 2009, the Company recorded an unrealized gain of $1,232. As a result, the carrying value of the available for sale shares of Golden Star is $3,945 as at December 31, 2009.
During the year ended December 31, 2010, the Company sold Nil Golden Star shares and recorded an unrealized gain of $11,774. As a result, the carrying value of the available for sale shares of Golden Star is $2,860 as at December 31, 2010. Effective December 31, 2010, the Company recorded a $12,859 write-down of its investment in Golden due to an other-than-temporary decline in the value of the shares.
During the year ended December 31, 2011, the Company sold Nil Golden Star shares and recorded an unrealized loss of $2,623. As a result, the carrying value of the available for sale shares of Golden Star is $237 as at December 31, 2011. Effective December 31, 2011, the Company recorded a $2,909 write-down of its investment in Golden due to an other-than-temporary decline in the value of the shares.
During the year ended December 31, 2012, the Company sold Nil Golden Star shares and recorded an unrealized loss of $148. As a result, the carrying value of the available for sale shares of Golden Star is $89 as at December 31, 2012.
During the year ended December 31, 2013, the Company sold Nil Golden Star shares and recorded an unrealized loss of $57. As a result, the carrying value of the available for sale shares of Golden Star is $32 as at December 31, 2013. In July of 2013, the Golden Star shares held were subject to a 1:40 reverse split.
Legacy Platinum Group Inc.
During 2003 the Company settled an outstanding debt receivable of $122,988 from Legacy Mining Ltd. (“Legacy”) for the issue of 1,229,880 restricted shares of Legacy representing a then 9.8% interest in Legacy. During 2004, the Company wrote this investment down to $1 because management determined that it was not recoverable within a reasonable period of time.
Effective December 31, 2007, the Company recorded, as other comprehensive income for the year, a $604,440 unrealized gain in the carrying value of its shares of Legacy.
During the year ended December 31, 2008, the Company sold 150,000 Legacy shares resulting in a realized gain of $26,100 and recorded an additional unrealized gain of $270,562 to December 31, 2008. As a result, the carrying value of the available for sale shares of Legacy was $885,502 as at December 31, 2008.
27
NOTE 3 – AVAILABLE FOR SALE SECURITIES – RELATED PARTIES (continued)
During the year ended December 31, 2009, the Company sold 30,985 Legacy shares resulting in a realized loss of $2,987 (net of commissions of $595) and recorded an additional unrealized loss of $797,161 to December 31, 2009. As a result, the carrying value of the available for sale shares of Legacy is $ 62,934 as at December 31, 2009.
During the year ended December 31, 2010, the Company the Company received 2,627,440 restricted shares of Legacy valued to $131,372 pursuant to a debt settlement and sold Nil Legacy shares. The Company recorded an unrealized gain in the carrying value of its available-for-sale securities totaling $35,021, which was recorded as other comprehensive income (loss). As a result, the carrying value of the available for sale shares of Legacy is $58,822 as at December 31, 2010. Effective December 31, 2010, the Company recorded a $78,823 write-down of its investment in Legacy due to an other-than-temporary decline in the value of the shares.
During the year ended December 31, 2011, the Company sold Nil Legacy shares and recorded an unrealized loss of $52,939. As a result, the carrying value of the available for sale shares of Legacy is $5,882 as at December 31, 2011. Effective December 31, 2011, the Company recorded a $51,469 write-down of its investment in Legacy due to an other-than-temporary decline in the value of the shares.
During the year ended December 31, 2012, the Company sold Nil Legacy shares and recorded an unrealized loss of $2,941. As a result, the carrying value of the available for sale shares of Legacy is $2,941 as at December 31, 2012.
During the year ended December 31, 2013, the Company sold Nil Legacy shares and recorded an unrealized gain of $33,822. As a result, the carrying value of the available for sale shares of Legacy is $36,763 as at December 31, 2013. In November of 2013, the Legacy shares held were subject to a 1:9 reverse split.
Available for sale securities – related parties include the following:
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
408,402 (2012-408,402) shares of Legacy Platinum Group Inc. | $ | 36,763 | $ | 2,941 | ||||
2,465 (2012- 2,465) shares of Golden Star Enterprises Ltd. | 32 | 89 | ||||||
$ | 36,795 | $ | 3,030 |
NOTE 4 – INTANGIBLE ASSETS
On November 23, 2012, the Company signed an Exclusive Licensing Agreement with Water-For-The-World-Manufacturing Inc. of Wellpinit, Washington with respect to its commercial atmospheric water harvester system.
Water-For-The-World-Manufacturing Inc. is a leader in the design, manufacture and distribution of water from air systems known as Air-to-Water Harvesters that extracts moisture from the air through a dehumidification process then filters and purifies the water for consumption. The company has developed a unique air drive system that will enable the machine not only to be powered through a conventional power source but also in emergency situations the machine can be powered directly from an engine using its patented drive system. The atmospheric water harvester can produce up to 3000 gallons of drinking water under optimum conditions.
Water-For-The-World-Manufacturing Inc. has appointed Bravo Enterprises Ltd. as its exclusive worldwide manufacturing and sales representative for the consideration of 120,000,000 restricted common shares of Bravo Enterprises Ltd. The company has proven concept and developed a production model exclusively for the generation of water for human consumption.
28
NOTE 4 – INTANGIBLE ASSETS (continued)
A portion of the 120,000,000 restricted common share consideration is being received by certain shareholders that also owned shares in Bravo Enterprises Ltd. prior to the November 23, 2012 agreement. The value of these shares considered a related party portion is $67,257 and as such, this amount has been eliminated from the transaction.
Intangible assets include the following:
December 31, | December 31, | |||||||
Description | 2013 | 2012 | ||||||
18 year general license to manufacture and distribute water units | $ | 1,560,000 | $ | 1,560,000 | ||||
Less: related party portion of consideration for license | (67,257 | ) | (67,257 | ) | ||||
Less: accumulated amortization | (82,930 | ) | - | |||||
Balance | $ | 1,409,813 | $ | 1,492,743 | ||||
Less: effect of 2014 cancellation of partial consideration for license | (1,175,200 | ) | - | |||||
Adjusted Balance | $ | 234,613 | $ | 1,492,743 |
Subsequent to year end the Company cancelled 90,400,000 restricted common shares relating to the exclusive license agreement dated November 23, 2012. See subsequent event note 11.
Related Agreement:
On August 12, 2013, the Company signed a marketing and sales agreement with Splash Water Solutions Canada Ltd., a privately owned Company based in British Columbia, Canada. The agreement calls for Splash Canada to set up at least one showroom store to market Bravo’s Atmospheric Water Harvesting Machines, the AIRMAX 3000 and the AIRWELL 3000. Under the terms of the agreement, Splash Canada must meet minimum purchase order requirements from Bravo of the AIRMAX 3000 and AIRWELL 3000 and branded accessories in order to maintain its exclusive marketing rights for Canada annually and non-exclusive rights for the rest of the world.
NOTE 5 – DEFERRED COMPENSATION
On July 16, 2012 the Company entered into an agreement with Palisades Financial Ltd. (“Palisades”), a private company controlled by a significant shareholder, with a two year term, whereby Palisades provides investor relations services to the Company (valued at $27,625) in exchange for 1,250,000 restricted shares of the Company’s common stock.
On July 16, 2012, the Company entered into an agreement with 1063244 Alberta Ltd. (“1063244”), a private company controlled by a significant shareholder, with a two-year term, whereby 1063244 provides investment-banking services to the Company (valued at $33,150) in exchange for 1,500,000 restricted shares of the Company’s common stock.
On July 16, 2012, the Company entered into agreements with two consultants, for a two year term, whereby the consultants provide consulting services to the Company (valued at $38,675) in exchange for 1,750,000 shares of the Company’s common stock.
The Company amortizes the costs of these services over the respective terms of the contracts. During the years ended December 31, 2013 and 2012, the Company recorded amortization of deferred compensation totaling $57,228 and $77,780 respectively. As of December 31, 2013 the unamortized portion of the deferred compensation totaled $26,932. (December 31, 2012 - $84,160).
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NOTE 6 - STOCKHOLDERS’EQUITY
In April, 2012, a majority of the shareholders entitled to vote on such matters approved a change of name from Organa Gardens International Inc. to “Bravo Enterprises Ltd.” and a one-for-twenty (1:20) stock split of all of this Company’s outstanding common stock, without any change in par value for the shares of common stock of this Company. The stock split did not include a change in the authorized capital of the Company. On April 23, 2012, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Bravo Enterprises Ltd., effective June 1, 2012. As advised on May 9, 2012, the Company’s CUSIP Number changed from 68618Y 10 6 to 10567L 10 7. On June 8, 2012, the Company began to trade as Bravo Enterprises Ltd. under the same trading symbol being “OGNG”. Pre-split the total shares outstanding was 61,796,467 and post-split the total shares outstanding was 3,089,823.
(1) 2013 Stock Transactions- During the year ended December 31, 2013:
(a) | The Company issued 80,000 restricted common shares valued at $8,000 to a consultant services earned in 2012. |
(b) | The Company issued 800,000 restricted common shares for cash in the amount of $80,000 pursuant to private placement subscription agreements. |
(c) | The Company issued 62,500 restricted common shares for cash received in 2012 in the amount of $5,000 pursuant to a private placement subscription agreement. |
(d) | The Company issued 225,000 restricted common shares for cash in the amount of $35,000 pursuant to three private placement subscription agreements. |
(e) | The Company issued 4,000,000 common shares for cash in the amount of $52,000 pursuant to the exercise of incentive stock options in accordance with the 2012 Stock Option Plan. |
(f) | The Company issued 10,000 restricted common shares valued at $3,000 to a consultant for his services. |
(g) | The Company issued 120,000 restricted common shares for cash in the amount of $20,200 pursuant to private placement subscription agreements. |
(2) 2012 Stock Transactions- During the year ended December 31, 2012:
(a) | The Company issued 4,500,000 restricted common shares valued at $99,450 pursuant to deferred compensation agreements. |
(b) | The Company issued 120,000,000 restricted common shares valued at $1,492,743 pursuant to the exclusive licensing agreement acquiring the manufacturing and distribution rights for the air to water harvester units. |
(c) | The Company issued a total of 19,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan. These shares were issued at $0.013 per share for cash in the amount of $50,000 and to satisfy debt to related parties in the amount of $197,000. |
(d) | The Company issued 625,000 restricted common shares for cash in the amount of $50,000 pursuant to a private placement subscription agreement. The Company received an additional $5,000 pursuant to a private placement subscription agreement and issued the 62,500 restricted common shares to the subscriber subsequent to year end. |
(3) 2013 Stock Options
The Company’s stock option activity is as follows:
Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance, December 31, 2011 | - | - | - | |||||||||
Granted during 2012 | 26,000,000 | 0.013 | 5.00 | |||||||||
Exercised during 2012 | (19,000,000 | ) | 0.013 | |||||||||
Balance, December 31, 2012 | 7,000,000 | 0.013 | 5.00 | |||||||||
Granted during the period | - | - | - | |||||||||
Exercised during the period | (4,000,000 | ) | - | - | ||||||||
Balance December 31,2013 | 3,000,000 | 0.013 | 5.00 |
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NOTE 6 - STOCKHOLDERS’EQUITY(continued)
The Company issued 4,000,000 common shares for cash in the amount of $52,000 pursuant to the exercise of incentive stock options in accordance with the 2012 Stock Option Plan.
(4) 2012 Stock Options
The Company issued a total of 19,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan. These shares were issued at $0.013 per share for cash in the amount of $50,000 and to satisfy debt to related parties in the amount of $197,000, for a total of $247,000.
The Company’s stock option activity is as follows:
Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance, December 31, 2011 | - | - | - | |||||||||
Granted during 2012 | 26,000,000 | 0.013 | 5.00 | |||||||||
Exercised during 2012 | (19,000,000 | ) | 0.013 | - | ||||||||
Balance, December 31, 2012 | 7,000,000 | 0.013 | 5.00 |
On December 7, 2012 the Company filed Registration Statements on Form S-8 to register 26,000,000 to be issue pursuant to the Company’s 2012 Stock. Incentive and Option Plan. All 26,000,000 shares have been granted and 19,000,000 have been exercised under the December 2012 Stock Option Plan.
The fair value of 7,000,000 of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:
Expected dividend yield | 0 | % | ||
Risk-free interest rate | 4.99 | % | ||
Expected volatility | 164.35 | % | ||
Expected option life (in years) | 1 |
The Company recognized stock-based compensation of $70,000 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.
NOTE 7– RELATED PARTY TRANSACTIONS
During the year ended December 31, 2013, the Company incurred $15,000 (2012 -$4,000) in management fees to directors.
During the year ended December 31, 2013 the Company incurred $33,760 (2012 - $32,507) in rent and office expenses to a private company controlled by a shareholder.
During the year ended December 31, 2013, significant shareholders and companies controlled by significant shareholders earned $57,228 (2012 - $77,880) pursuant to deferred compensation agreements.
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NOTE 7– RELATED PARTY TRANSACTIONS (continued)
On November 23, 2012, the Company acquired a exclusive license to manufacture and distribute air-to-water harvester units for consideration of 120,000,000 restricted common shares of the Company valued at $1,560,000. A portion of the 120,000,000 restricted common share consideration is being received by certain shareholders that also owned shares in Bravo Enterprises Ltd. prior to the November 23, 2012 agreement. The value of these shares considered a related party portion is $67,257 and as such, this amount has been eliminated from the transaction, leaving an original net value of $1,492,743 for the license.
The following amounts are due to related parties at:
December 31, 2013 | December 31, 2012 | |||||||
Significant shareholders | $ | 56,129 | $ | 2,142 |
All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
NOTE 8 – SUPPLEMENTAL CASH FLOW INFORMATION
December 31, 2013 | December 31, 2012 | |||||||
Cash paid during the year for: | ||||||||
Interest | $ | 45,533 | $ | - | ||||
Income taxes | $ | - | $ | - |
During the year ended December 31, 2013 the Company issued:
(a) | The Company issued 80,000 restricted common shares valued at $8,000 to a consultant services earned in 2012. |
(b) | The Company issued 800,000 restricted common shares for cash in the amount of $80,000 pursuant to private placement subscription agreements. |
(c) | The Company issued 62,500 restricted common shares for cash received in 2012 in the amount of $5,000 pursuant to a private placement subscription agreement. |
(d) | The Company issued 225,000 restricted common shares for cash in the amount of $35,000 pursuant to three private placement subscription agreements. |
(e) | The Company issued 4,000,000 common shares for cash in the amount of $52,000 pursuant to the exercise of incentive stock options in accordance with the 2012 Stock Option Plan. |
(f) | The Company issued 10,000 restricted common shares valued at $3,000 to a consultant for his services. |
(g) | The Company issued 120,000 restricted common shares for cash in the amount of $20,200 pursuant to private placement subscription agreements. |
During the year ended December 31, 2012 the Company issued:
(a) | 4,500,000 restricted common shares valued at $99,450 pursuant to deferred compensation agreements. (See Note 5) |
(b) | 120,000,000 restricted common shares valued at $1,492,743 pursuant to the exclusive licensing agreement acquiringthe manufacturing and distribution rights for the air to water harvester units. (See Note 4) |
(c) | 19,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan. These shares were issued at $0.013 per share for cash in the amount of $50,000 and to satisfy debt to related parties in the amount of $197,000. |
(d) | 625,000 restricted common shares valued at $50,000 pursuant to a private placement subscription agreement. |
(e) | An additional $5,000 pursuant to a private placement subscription agreement and issued the 62,500 restricted common shares to the subscriber subsequent to year end. |
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NOTE 9 – COMMITMENTS AND CONTINGENCIES
On February 21, 2002, the Company issued 350,000 shares valued at $119,000 to Empire Sterling Corporation for services to be rendered with respect to the acquisition of ACGT Corporation (“ACGT”). The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire Sterling Corporation breached the trust agreement and the Company placed a stop transfer on these shares and requested they be returned to the Company. Empire Sterling Corporation failed to return the share certificate and as such, the Company commenced court proceedings against the principals of Empire Sterling Corporation. The Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire Sterling Corporation to deposit the shares with the Court pending judicial disposition. The Company continued to file legal process claiming ownership of the shares and breach of trust inter alia. The Company was successful and has now applied to have the share certificates released and subsequently cancelled. As of December 31, 2013, the Company is still in the process of having the certificates released.
In February, 2008, the Company received a demand notice from CGG Veritas for failure to pay an outstanding balance of $317,380 pursuant to a Master Agreement and Job Supplement for the Shotgun Draw 2D Seismic Program in Utah. In accordance with Section 15.3 of the Master Agreement and Job Supplement dated March 21, 2007, CGG has demanded payment by April 25, 2008. If CGG Veritas is forced to proceed with litigation of this matter, it will seek reimbursement of its attorneys’ fees and expenses related to the litigation. The Company is currently examining various alternatives to resolve this matter. CGG Veritas has not proceeded with litigation as of December 31, 2013.
The Company conducts busines in Canada and the Goods and Services Tax is defined in law at Part IX of the Excise Tax Act. GST is levied on supplies of goods or services purchased in Canada and includes most products, except certain politically sensitive essentials such as groceries, residential rent, and medical services, and services such as financial services. Businesses that purchase goods and services that are consumed, used or supplied in the course of their "commercial activities" can claim "input tax credits" subject to prescribed documentation requirements (i.e., when they remit to the Canada Revenue Agency the GST they have collected in any given period of time, they are allowed to deduct the amount of GST they paid during that period). In 2013, the Company received a demand from Canada Revenue Agency to file outstanding corporate income tax returns for the years 2000-2012 as required under GST rules. The Company filed these returns and all of the returns had $Nil tax payable. However, Canada Revenue Agency imposed late filing penalties and interest totalling $45,533 for the corporate tax returns. The Company has filed notices of objection for all the years 2000-2012 and will dispute the penalties and interest. The Company has had no response from Canada Revenue Agency.
As of August 1, 2012, the Company has leased 1250 sq. ft of office space from Holm Investments Ltd. at $2,500 per month for a period of 3 years.
Payments | 2013 | 2014 | 2015 | TOTAL | ||||||||||||
Office Rent | $ | 30,000 | $ | 30,000 | $ | 30,000 | $ | 90,000 |
NOTE 10 – INCOME TAXES
Potential benefits of United States Federal income tax losses are not recognized in the accounts until realization is more likely than not. As of December 31, 2013, the Company has combined net operating losses carried forward totaling approximately $25,700,000 for tax purposes which expire through 2030. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382 for 2002 and prior year’s losses. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry forwards.
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NOTE 10 – INCOME TAXES (continued)
A reconciliation of income tax computed at the federal and state statutory tax rates is as follows:
December 31, 2013 | December 31, 2012 | |||||||
Federal income tax provision at statutory rate | (35.00 | )% | (35.00 | )% | ||||
State income tax provision at statutory rate, net of federal income tax effect | (0.00 | ) | (0.00 | ) | ||||
Total income tax provision rate | (35.00 | )% | (35.00 | )% |
The actual income tax provisions differ from the expected amounts calculated by applying the federal income tax statutory rate to the Company’s loss before income taxes. The components of these differences are as follows:
December 31, 2013 | December 31, 2012 | |||||||
Loss before income taxes | $ | (489,019 | ) | $ | (302,218 | ) | ||
Corporate tax rate | 35.00 | % | 35.00 | % | ||||
Expected tax expense (recovery) | (171,157 | ) | (105,776 | ) | ||||
Non-deductible stock based compensation | - | - | ||||||
Unrecognized loss carry forward and other | - | - | ||||||
Income tax provision | $ | - | $ | - |
The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows:
2013 | 2012 | |||||||
Non-capital loss carry forwards | $ | 8,167,000 | $ | 8,167,000 | ||||
Valuation allowance | (8,167,000 | ) | (8,167,000 | ) | ||||
Net deferred tax asset | $ | - | $ | - |
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NOTE 11 – SUBSEQUENT EVENTS
The Company issued 3,000,000 restricted common shares valued at $300,000 to two shareholders pursuant to deferred compensation agreements dated February 15, 2014.
In February, 2014, the Company and Water For The World Manufacturing Inc. formally terminated the exclusive licensing agreement dated November 23, 2012 with certain provisions. Specifically, in consideration for the goodwill generated during the period of the exclusive license agreement between Water For The World Manufacturing Inc. and Bravo Enterprises Ltd., certain private transactions involving the beneficial owners of some of the 120,000,000 restricted common shares issued will be honored. These private transactions transpired prior to the cancellation of the above mentioned exclusive license agreement. As such 90,400,000 restricted common shares valued at $1,175,200 were cancelled and returned to treasury.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed by, or under the supervision of, a public company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the 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 (“GAAP”) including 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 the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2013, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the allowable time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
In addition, no change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2013, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report
Code of Ethics
We intend to adopt a code of ethics in 2014 that applies to our principle executive officer, principal financial officer, principle accounting officer or controller, other persons performing similar functions. We intend to post the text of our code of ethics on our website in connection with our "Investor Relations" materials. In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principle executive officer principal financial officer, principle accounting officer or controller, other persons performing similar functions (2) the nature of any wavier, including an implicit wavier, from a provision of our code of ethics that is granted to one of these specific officers, the name of such person who is granted the waiver and the date of the waiver on our web site in the future.
We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our Company.
ITEM 9B. OTHER INFORMATION
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors. We are dependent on the efforts and abilities of certain of our senior management. The interruption of the services of key management could have a material adverse effect on our operations, profits and future development, if suitable replacements are not promptly obtained. We anticipate that we will enter into employment agreements with each of our key executives; however, no assurance can be given that each executive will remain with us during or after the term of his or her employment agreement. In addition, our success depends, in part, upon our ability to attract and retain other talented personnel. Although we believe that our relations with our personnel are good and that we will continue to be successful in attracting and retaining qualified personnel, there can be no assurance that we will be able to continue to do so. Our officers and directors will hold office until their resignation or removal.
Our directors and principal executive officers are as specified on the following table:
Name and Address | Age | Position | Date of Appointment | |||
Jaclyn Cruz | 30 | President & Director & CEO | November 18, 2008 | |||
Matt Kelly | 30 | Secretary, Treasurer & Director & CFO | February 1, 2012 |
The chart above specifies Bravo Enterprises Ltd. current officers and directors. All directors of the Company hold office until the next annual meeting or until their successors have been elected and qualified. All officers serve at the discretion of the Board of Directors. There are no familial relationships between our officers and directors.
Section 16(a) Beneficial Ownership Reporting Compliance. Not all of our officers, directors, and principal shareholders have filed all reports required to be filed by those persons on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities).
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last three fiscal years ending December 31, 2013 for each or our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named officers.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) | |||||||||||||||||||||||||
Jaclyn Cruz | 2010 | 500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
President | 2011 | 4,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
2012 | 3,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2013 | 15,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Matt Kelly | 2012 | 1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Secretary | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Sharon Deutsch | 2011 | 1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Director** | 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
_________
** Sharon Deutsch resigned as Secretary, Treasurer and Director on February 1, 2012. Her resignation was not the result of any disputes with Bravo Enterprises Ltd.
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We have no employment agreements with any of our director and sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. There is no assurance that we will ever generate revenues from our operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
Stock-based Compensation. During the year ended December 31, 2013, $Nil (2012-$70,000) in stock-based compensation was recorded in our financial statements. Stock-based compensation is an estimate of the intrinsic value placed in respect to stock options granted to officers, directors, employees and an estimate of the fair value of stock options granted to consultants using the Black-Scholes option pricing model. We do not expect further stock-based compensation in 2013.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2013, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.
Name of Title of Class | Amount & Nature of Beneficial Owner | Percent of Class Beneficial Owner | Common Stock | |||||||
Jaclyn Cruz | P.O. Box 63 | 25,000 | 0.0006 | % | ||||||
President/Director/CEO | Farmingville, New York | |||||||||
11738 | ||||||||||
Sharon Deutsch | 35 South Ocean Ave. | - | 0.00 | % | ||||||
Secretary /Director /CFO | Patchogue, New York | |||||||||
(resigned February 1, 2012) | 11772 | |||||||||
Matt Kelly | 123 Van Horne Ave. | - | 0.00 | % | ||||||
Secretary /Director /CFO | Holbrook, New York | |||||||||
(appointed February 1, 2012) | 11741 | |||||||||
All directors and Officers as a group | 25,000 | 0.001 | % |
(1) The beneficial owners of these shares are not known to Bravo Enterprises Ltd. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
No changes in the Company's internal controls over financial reporting occurred during the year ended December 31, 2013 and 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended December 31, 2013, the Company incurred $15,000 (2012 -$4,000) in management fees to directors.
During the year ended December 31, 2013 the Company incurred $33,760 (2012 - $32,507) in rent and office expenses to a private company controlled by a shareholder.
During the year ended December 31, 2013, significant shareholders and companies controlled by significant shareholders earned $57,228 (2012 - $77,880) pursuant to deferred compensation agreements.
On November 23, 2012, the Company acquired a exclusive license to manufacture and distribute air-to-water harvester units for consideration of 120,000,000 restricted common shares of the Company valued at $1,560,000. A portion of the 120,000,000 restricted common share consideration is being received by certain shareholders that also owned shares in Bravo Enterprises Ltd. prior to the November 23, 2012 agreement. The value of these shares considered a related party portion is $67,257 and as such, this amount has been eliminated from the transaction, leaving an original net value of $1,492,743 for the license.
The following amounts are due to related parties at:
December 31, 2013 | December 31, 2012 | |||||||
Significant shareholders | $ | 56,129 | $ | 2,142 |
All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1. Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-Q:
2012: | $21,600 |
2013: | $21,600 |
2. Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously.
2012: | $0 |
2013: | $0 |
3. Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
2012: | $0 |
2013: | $0 |
4. All Other Fees: Aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant, other than the services previously reported.
2012: | $0 |
2013: | $0 |
5. Audit Committee Pre-Approval Procedures. The Board of Directors has not, to date, appointed an Audit Committee.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit 31.1 | Section 906 Certification of Periodic Report of the Chief Executive Officer. |
Exhibit 31.2 | Section 906 Certification of Periodic Report of the Chief Financial Officer. |
Exhibit 32.1 | Section 302 Certification of Periodic Report of the Chief Executive Officer. |
Exhibit 32.1 | Section 302 Certification of Periodic Report of the Chief Financial Officer. |
101.INS ** | XBRL Instance Document |
101.SCH ** | XBRL Taxonomy Extension Schema Document |
101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
b) Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused to be signed on its behalf by the undersigned, whereunto duly authorized.
BRAVO ENTERPRISES LTD | |||
Date: April 15, 2014 | By: | /s/ Jaclyn Cruz | |
Jaclyn Cruz |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates included.
Date: April 15, 2014 | By: | /s/ Jaclyn Cruz | |
Jaclyn Cruz | |||
Director and President |
Date: April 15, 2014 | By: | /s/ Matt Kelly | |
Matt Kelly | |||
Secretary and Treasury |
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