BRVO 10-K & 10-Q changes, risk factors and insider trading

-55-- Gross margins for the years ended December 31, 20242025 and 20232024 were 0%, respectively.

BoardGeneral ofand DirectorAdministrative feesexpenses for the year endingended December 31, 2024 2025 totaled $175,000 $11,618 compared to $250,000$49,681 for year ending December 31, 2023.2024.

TotalProfessional ExpenseFees for the year ending December 31, 20242025 wastotaled $429,306$66,860 compared compared to $427,045$204,625 for year ending December 31, 2023,2024, the increasedecrease was fromattributed higherto general and administrative cost and higherlower legal and accounting fees.

As of December 31, 2024,2025, our only asset, consisted of Cash, in the amount amount of $288.$111. The Company’sCompany's total liabilities at December 31, 20242025 were $802,397$1,055,698 which consisted primarily of accounts payable, accrued expenses expenses and accrued board of director fees.fees and amount due to related parties. As of thisDecember date31, 2025, the Company had an accumulated deficit of $96,181,171$96,434,649 and working capital of deficit of $802,109.$1,055,587. This increase in our deficit in 20242025 occurred from the increases in liabilities.

For the year ended December 31, 2023,2025, net cash used in operations of $72,857 $165,000 was the result of a net loss of $4,847,045,$253,478, from an increase of discontinued operations of $4,420,000, accounts payable and accrued expenses of $11,703$7,471, and from accrued board of directors compensation of $250,000.$173,150.

The Company’sCompany's significant operating losses raise substantial doubt about about its ability to continue as a going concern (see footnoteNote 4 of the financial statements). The financial statements do not include any adjustments adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or or substantially change its methods of operations or change its business plan.

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failedattempted to startlaunch a chain of coffee bars. bars but failed. On September 1, 2004, our name was changed to Consolidated General Corp., and under that name the company attempted to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the "San Diego Soccers" soccer team. On August 7, 2007, our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Holdings Co.

On March 22, 2016, the board of directors of the Registrant, pursuant pursuant to Section 242 of the Delaware General Corporation Law, determined it was in the best interest of the Registrant that the name of the Registrant should be changed to Bravo Multinational Incorporated, to reflect its new business, which is the purchase and leasing of gaming equipment. The name change of name was effective upon compliance with all FINRA-mandated regulatory requirements mandated by FINRA.requirements. Further, as a result of the change ofin the RegistrantsRegistrant's namename, the trading symbol for the shares of the Registrant's common stock has been changed to "BRVO." Registrant's CUSIP identifier has been changed to 10568F109.10568F109..

On January 16, 2017, The Board of Directors of the Company unanimously approved an amendment to the Company's Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-three hundred (1-for-300) reverse stock split of our common stock. Pursuant to the written resolutions, the Company's shareholders ofvoted the Company voted to approve the proposal to authorize thea reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware. The amended Articles of Incorporation increased the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The common and preferred shares will have a par value of $0.0001 per share. The preferred shares are blank check preferred. Registrant's CUSIP identifier has been changed to 10568F208.

-1010-- On October 4, 2019 the Company amended its Articles of Incorporation to designate 10,000,000 shares of its "blank check " preferred stock as Series ‘A’'A' Preferred Stock, which left 40,000,000 40,000,000 "blank check" authorized but unissued. The Preferred Series 'A' had a par value of $0.0001 per share,share and entitled holders to receive one hundred (100) timetimes the dividends per share of common stock, 100:1 stock voting rights, 100:1 liquidation rights rights, and a conversion ratio of 1:100 to common stock. Currently, there are no Series ‘A’ Preferred shares outstanding.

On October 09, 2020, The Company moved it state of incorporation from the State of Delaware to the State of Wyoming. After the move to Wyoming, authorized capital of Bravo Multinational Incorporated consists of an unlimited number of shares of Common Stock, par value $0.0001 per share, an unlimited number of shares of Preferred Stock, $0.0001 par value per share and an unlimited number of shares of Series Preferred 'A' stock at a par value of $0.0001, which has the same characteristics as described above. The reincorporation did not affect the Company's total stockholderstockholders' equity or total capitalization of the Company (See Exhibit 3.1).

However, it should be noted that we were not at any timenever a mining operator. operator. As described above, the Company owns mining claims, but none of those claims are leased to a third party. Since the mining operations operations of our lessee no longer have any relevance to our business of the leasing and selling of gaming equipment, we will only include financial information relating to revenues, expenses, and results of operations and other relevant information with respect to the former mining activities of the lessee of our mining properties. For a complete discussion of the mining activities on our mining claims conducted by other parties, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.

The Company plans to offer a wide range of on-demand content, including movies, series, concerts and original programming, at minimal or no cost to viewers. Once the service becomes available available, it can be accessible accessed across various devices, with dedicated apps available on platforms such as Roku, Apple and Google Play stores.Play.

A report from Fortune Business Insights, a global market research and reporting firm, estimated the global video streaming market at $455.45 billion in 2022. It is projected to grow from $554.33 billion in 2023 to $1.9 trillion by 2030, achieving a CAGR of 19.3% during the forecast period. Growth drivers, according to the report, include a rising number of users of Video-on-Demand services (YouTube, for example) worldwide and the growing adoption of OTT content providers (like Netflix and Hulu, among many others) by consumers, as well as consumers’ most likely willingness to spend more for streaming video content.

Richard Kaiser since 2018 is the Company's Director, Acting CFO, Corporate Secretary and Corporate Governance Officer. He has served as an officer and Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia Beach, Virginia. Mr. Kaiser has a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College.) From July 1, 2013 to the present, Mr. Kaiser has also served as a director,Director, secretarySecretary, CFO, and interimiterim CFOCEO of BioForce NanoSciences Holdings, a public company, trades under symbol BFNH on OTC Markets and is Nevada Corporation with its headquarters located in Virginia Beach, Virginia. BioForce NanoSciences Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. In August 2022, Mr. Kaiser became a Director and Chief Financial Officer of Gold Rock Holdings, Inc., located in Virginia Beach, VA. Gold Rock Holdings is a Nevada Corporation which trades under the symbol GRHI on OTC Markets. Gold Rock Holdings, Inc. is a Web3 technology platform entity. The Board reviewed Mr. Kaiser's background and considered him qualified for his position duebased toon his educational backgroundeducation and his experience with SEC filings and public companies.

Three Months – MarchJune 31,30, 2026 and 2025 Statements

Revenues for Company for the three months ended June March30, 31,2025 2026 and 20252024 were $-0- and $-0-. The Company's had $-0- sales for the three months ending MarchJune 31,30, 2026 and 2025 from its business ventures ventures in the entertainment, hospitality, and technology sectors.

Cost of sales for the three months ended MarchJune 31, 30, 2026 was $-0- and for the three months ended MarchJune 31,30, 2025 was $-0-. The Company had no sales during each of the three months ended March 31,June 30, 2026 and 2025.

Gross profit for the three months ended MarchJune 31,30, 2026 was $-0- and for the three months ended MarchJune 31,30, 2025 was $-0-.

Total Operating expenses for three months ended March 31,June 30, 2026 was $157,763 $80,894 compared to $71,019$69,035 for the three months ended MarchJune 31,30, 2025. The increase during the three months ending MarchJune 31, 30, 2026 was attributed to increasesincrease in General and Administrative expenses and BoardProfessional of Director feesFees compared to the three months ending MarchJune 30, 31, 2025.

Net loss for the three months ended MarchJune 31,30, 2026 and 2025 were $129,175 $80,894 and $71,019,$$69,035, respectively. The increase during the three months ending MarchJune 31,30, 20262026, was due to the increases in operationalGeneral expenses.and Administrative expenses and Professional Fees compared to the three months ending June 30, 2025.

As of MarchJune 31,30, 2026, the Company'sCompany’s assets totaled $26,015, $2,319 which consisted of cash.Cash. Our total liabilities were $1,210,813.$1,175,075 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of MarchJune 31,30, 2026, the Company had an accumulated deficit of $96,563,824$96,644,718 and aworking workingcapital capital deficit of $1,184,762.$1,172,756.

For the Quartersix months ended MarchJune 31,30, 2025,2026 net cash used in operations of $25,093 $20,542 was the result of a net loss for the period of $71,019,$210,071, from an increase in Accounts Payables and Accrued Expenses of $2,176,$17,129, an increase in Due to Related Parties of $22,750 and from an increase in accrued Board of DirectorDirectors' and Officer Compensation of $43,750.$79,500.

As indicated herein, we need capital forto the implementation of implement our new business plan in the entertainment, hospitality, and technology sectors, and we will need additional capital forto continuingcontinue our operations. We We do not have sufficient revenues to pay our operating expenses at this time. Unless the Company is able to raise working capital, it is is likely that the Company will either have to cease operations or substantially change its methods of operationsoperation or change its business plan plan.(See Note 4 in the Financial Statements)..

Cash Provided by (Used in) Operating Activities

Net cash providedused byin operating activities for the three months endedsix March 31, 2026 was $24,190 and for the three months ended MarchJune 31,30, 2026 and 2025 netwere cash$20,542 usedand in operationg activities was $25,093,$52,120, respectively.

Net cash used in investing activities was $-0- and -0- for both the three monthssix month periods ended MarchJune 31,30, 2026 and 2025.

Net cash provided by financing activities was $22,750 for the three months ended March 31, 2026 was $1,750 and for the threesix months ended MarchJune 31,30 , 2026 from the proceeds from Related Parties, and was $52,430 for six months ended June 30, 2025 wasfrom $29,000.proceeds from Related Parties.

We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implementimplemented changes to our processes related to revenue recognition processes and the related control activities within them.activities.