PINX:OGNG Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
x
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended June 30, 2012
   
o
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period from__________to _________
 
Commission File Number: 0-13597

Bravo Enterprises Ltd.
(formerly Organa Gardens International Inc.)
(Exact name of small business issuer as specified in it’s charter)

Nevada
(State or other jurisdiction of incorporation or organization)

    88-0195105
(I.R.S. Employer Identification No.)


35 South Ocean Avenue,
Patchogue, New York,
11772
(Address of principal executive offices)

888-488-6882
 (Issuer’s telephone number)

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.   Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
(Do not check if a smaller reporting company)
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

APPLICABLE ONLY TO CORPORATE ISSUERS
 
On August 17, 2012 there were 3,053,524 shares outstanding of the issuer’s common stock.
 


 
 

 
 
INDEX
  PAGE  
       
Part I. FINANCIAL INFORMATION      
       
Item 1.   
Financial Statements
     
 
 
     
 
Balance Sheet as of June 30, 2012 (Unaudited) and December 31, 2011
  F-3  
         
 
Statements of Operations (Unaudited) For the Three and Six Months Ended June 30, 2012 and 2011, and the Period from January 1, 1996 through June 30, 2012
  F-4  
           
 
Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2012 and 2011, and the Period from January 1, 1996 through June 30, 2012
    F-5  
           
 
Statements of Other Comprehensive Loss (Unaudited) For the Three and Six Months Ended June 30, 2012 and 2011 and the Period from January 1, 1996 through June 30, 2012
    F-6  
           
 
Notes To Financial Statements (Unaudited)
    F-7  
           
Item 2.   
Management's Discussion and Analysis or Plan of Operation
    3  
           
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
    9  
           
Item 4T  
Controls and Procedures                                                                                                      
    9  
           
Part II. OTHER INFORMATION        
           
Item 1.   
Legal Proceedings
    10  
           
Item 2.    
Unregistered Sales of Equity Securities and Use of Proceeds
    10  
           
Item 3.   
Defaults Upon Senior Securities
    12  
           
Item 4.   
Mine Safety Disclosures
    12  
           
Item 5.   
Other Information
    12  
           
Item 6.   
Exhibits
   
13
 
           
SIGNATURES     14  
 
 
2

 
 
PART I -  FINANCIAL INFORMATION


ITEM 1. Financial Statements
 
 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)


FINANCIAL STATEMENTS

JUNE 30, 2012
(Unaudited)
 
 
 
F-1

 
 
BALANCE SHEETS
  F-3  
         
STATEMENTS OF OPERATIONS
    F-4  
         
STATEMENTS OF CASH FLOWS
    F-5  
         
NOTES TO FINANCIAL STATEMENTS
    F-7  

 
F-2

 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)

BALANCE SHEETS

   
June 30,
2012
(unaudited)
   
December 31,
2011
 
             
ASSETS
 
             
CURRENT ASSETS
           
Cash
  $ 15,010     $ 90  
     Taxes recoverable
    2,591       2,122  
                 
TOTAL CURRENT ASSETS
    17,601       2,212  
                 
AVAILABLE FOR SALE SECURITIES – related parties
    4,560       6,119  
                 
TOTAL ASSETS
  $ 22,161     $ 8,331  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 480,762     $ 483,634  
Due to related parties
    137,844       79,071  
                 
TOTAL CURRENT LIABILITIES
    618,606       562,705  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS’ (DEFICIT)
               
Convertible Preferred:                
-  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, $0.001 par value, 200,000,000 shares authorized 3,053,524 (December 31, 2011 – 3,053,524) shares issued and outstanding
    3,053       3,053  
Additional paid-in capital
    24,399,646       24,399,646  
Deferred compensation
    (23,250 )     (62,590 )
Deficit accumulated during the development stage
    (20,518,691 )     (20,438,839 )
Deficit accumulated prior to the development stage
    (4,460,633 )     (4,460,633 )
Accumulated other comprehensive income
    3,430       4,989  
                 
TOTAL STOCKHOLDERS’(DEFICIT)
    (596,445 )     (554,374 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
  $ 22,161     $ 8,331  

The accompanying notes are an integral part of these financial statements
 
 
F-3

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months ended June 30,
   
Six Months ended June 30,
   
For the period from January 1,
1996 to
 
   
2012
   
2011
   
2012
   
2011
   
June 30, 2012
 
                               
GENERAL & ADMINSTRATIVE EXPENSES
                         
Litigation settlement
  $ -     $ -     $ -     $ -     $ 2,291,070  
Management and consulting fees
    15,766       3,574       31,840       4,198       4,937,458  
Consulting fees – stock based compensation
    -       -       -       -       1,919,869  
Exploration costs
    -       -       -       -       113,678  
Loss on settlement of debt
    -       -       -       -       718,784  
General and administrative
    19,095       16,978       37,442       36,885       2,879,524  
Professional fees
    3,697       5,621       10,570       9,380       1,190,167  
Interest expense
    -       -       -       -       98,282  
     Research and development costs
    -       -       -       -       285,231  
Software development costs
    -       -       -       -       737,300  
                                         
TOTAL GENERAL & ADMINISTRATIVE EXPENSES
    38,558       26,173       79,852       50,463       15,171,363  
                                         
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 Wine &
                                       
     Spirits International Ltd.
    -       -       -       -       258,580  
     Write-down of securities – Terralene
                                       
     Fuels Corporation
    -       -       -       -       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
    (38,558 )     (26,173 )     (79,852 )     (50,463 )     5,347,328  
                                         
Loss before Income Taxes
    -       -       -       -       (20,518,691 )
Income Tax Provision
    -       -       -       -       -  
                                         
NET LOSS FOR THE PERIOD
  $ (38,558 )   $ (26,173 )   $ (79,852 )   $ (50,463 )   $ (20,518,691 )
                                         
BASIC NET LOSS PER SHARE   $ (.02 )   $ (.02 )   $ (.03 )   $ (.03 )        
                                         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     3,053,524       2,207,425       3,053,524       2,152,977          
 
The accompanying notes are an integral part of these financial statements
 
 
F-4

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
STATEMENTS OF CASH FLOWS
(unaudited)
 
   
Six months ended
 March 31,
   
For the period from
 January 1, 1996
to
 
   
2012
   
2011
   
June 30, 2012
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss for the period
  $ (79,852 )   $ (50,463 )   $ (20,518,691 )
Adjustments to reconcile net loss to net cash used in operating activities:
                 
- fees and services paid for with common shares
    39,340       10,015       3,530,978  
   - non cash research and development
    -       -       105,000  
- other stock-based compensation
    -       -       1,919,468  
- 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 Wine & Spirits
    -       -       258,580  
   - write-down of equities in Terralene Fuels Corporation
    -       -       15,768  
- write-down of interest in ACGT Corporation
    -       -       2,250,937  
- loss on Iceberg Drive Inn investment
    -       -       85,000  
   - (Gain)/loss on sale of securities held for resale – related parties
    -       -       (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
    (1,782 )     (8,940 )     321,913  
                         
CASH FLOWS USED IN OPERATING ACTIVITIES
    (42,294 )     (49,388 )     (5,208,239 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
   Interest received on promissory notes receivable
    -       -       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 USED IN INVESTING ACTIVITIES
    -       -       (1,442,878 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Net proceeds on sale of common stock
    -       -       5,098,325  
Net advances (to) from related parties
    58,773       49,380       1,147,802  
Advances receivable
    -       -       420,000  
                         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
    58,773       49,380       6,666,127  
                         
NET INCREASE (DECREASE) IN CASH
    14,920       (8 )     15,010  
                         
CASH, BEGINNING OF PERIOD
    90       50       -  
                         
CASH, END OF PERIOD
  $ 15,010     $ 42     $ 15,010  
 
Supplemental cash flow information (See Note 9)
 
The accompanying notes are an integral part of these financial statements
 
 
F-5

 
 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
STATEMENTS OF OTHER COMPREHENSIVE LOSS
(unaudited)
 
   
Three Months ended June 30,
   
Six Months ended June 30,
   
For the period from January 1,
1996 to
 
   
2012
   
2011
   
2012
   
2011
   
June 30, 2012
 
                               
NET LOSS     (38,558 )   $ (26,173 )   $ (79,852 )   $ (50,463 )   $ (20,518,961 )
                                         
Unrealized gains on related party securities
    (4,819 )     7,175       (1,559 )     (6,987 )     3,430  
                                         
TOTAL OTHER COMPREHENSIVE INCOME LOSS), net of tax
    (4,819 )       7,175       (1,559     (6,987 )         3,430  
                                         
COMPEHENSIVE LOSS   $ 43,377     $ (18,998 )      $ (81,411 )      $ (57,450   $ (20,515,261 )
 
The accompanying notes are an integral part of these financial statements
 
 
F-6

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 1 – NATURE OF OPERATIONS


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, 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.
 
In accordance with FASB ASC 915, “Development Stage Enterprises”, the Company was considered a development stage company since January 1, 1996 and as a result of changing its business focus to vertical hydroponic farming is still considered to be a development stage company. Expected operations will consist of growing fruits and vegetables using a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind.

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 not generated any revenues or completed development of any commercially acceptable products or services to date and has incurred losses of $24,979,324 since inception, and further significant losses are expected to be incurred in the exploration and development of its resource properties, should the company be able to finance or joint venture its resource property. Losses are expected in the development of the vertical hydroponic farming project as well. The Company will depend almost exclusively on outside capital through the issuance of common shares to finance ongoing operating losses and to fund the acquisition, exploration and development of its resource properties.  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.

NOTE 2 – BASIS OF PRESENTATION


The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X Article 8 “Financial Statements of Smaller Reporting Companies” as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2011 indexed in Form 10-K.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the six month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
 
 
F-7

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 2 – BASIS OF PRESENTATION (con’t.)


Stock-Based Compensation
 
The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. 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.
 
Recent Accounting Pronouncements
 
In May 2011, FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in this update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For public entities, the new guideline is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. The Company does not expect that the guidance effective in future periods will have a material impact on its consolidated financial statements.

In May 2011, the FASB issued ASC Update No. 2011-05, Comprehensive Income (Topic 820): Presentation of Comprehensive Income. Update No. 2011-05 requires that net income, items of other comprehensive income and total comprehensive income be presented in one continuous statement or two separate consecutive statements. The amendments in this Update also require that reclassifications from other comprehensive income to net income be presented on the face of the financial statements. We are required to adopt Update No. 2011-05 for our first quarter ending March 31, 2012, with the exception of the presentation of reclassifications on the face of the financial statements, which has been deferred by the FASB under ASC Update No. 2011-12, Comprehensive Income (Topic 820): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income. Our adoption of Update No. 2011-05 is not expected impact our future results of operations or financial position.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact our consolidated financial statements.

NOTE 3 – AVAILABLE-FOR-SALE SECURITIES – RELATED PARTIES


Terralene Fuels

During 2004, the Company received 111,111 restricted Rule 144 shares of Terralene Fuels Corporation (“Terralene Fuels”), a public company with directors and significant shareholders in common.  The restricted shares were received as non-refundable consideration pursuant to agreements with Terralene Fuels 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 Terralene Fuels.  During the years ended December 31, 2005 and 2006 the Company recorded additional unrealized losses in the carrying value of its shares of Terralene Fuels 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 Terralene Fuels is $2,712 as at December 31, 2008.
 
 
F-8

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 3 – AVAILABLE FOR SALE SECURITIES – RELATED PARTIES (con’t.)


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 Terralene Fuels is $3,945 as at December 31, 2009.

During the year ended December 31, 2010, the Company sold Nil Terralene Fuels shares and recorded an unrealized gain of $11,774. As a result, the carrying value of the available for sale shares of Terralene Fuels 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 Terralene Fuels shares and recorded an unrealized loss of $2,623. As a result, the carrying value of the available for sale shares of Terralene Fuels 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 six month period ended June 30, 2012, the Company sold Nil Terralene Fuels shares and recorded an additional unrealized loss of $(89) to June 30, 2012. As a result, the carrying value of the available for sale shares of Terralene Fuels is $148 as at June 30, 2012.

Legacy

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.

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 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.
 
 
F-9

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 3 – AVAILABLE FOR SALE SECURITIES – RELATED PARTIES (con’t.)


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 another-than-temporary decline in the value of the shares.

During the six month period ended June 30, 2012, the Company sold Nil Legacy shares and recorded an additional unrealized loss of $(1,470) to June 30, 2012. As a result, the carrying value of the available for sale shares of Legacy is $4,412 as at June30, 2012.

Available for sale securities – related parties include the following:

   
June 30,
   
December 31,
 
   
2012
   
2011
 
             
3,676,335  (2011-3,676,335) shares of Legacy Wine & Spirits
  $ 4,412     $ 5,882  
     98,612  (2011- 98,612) shares of Terralene Fuels Corporation
    148       237  
                 
    $ 4,560     $ 6,119  

NOTE 4 – ACQUISITION


On March 6, 2009, the Company has signed an agreement to acquire all of the assets of Organa Gardens Inc.(OGI), a Nevada Corporation in the business of hydroponics vertical farming. These assets include, but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E). Both the OGS-D and OGS-E are a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.

The Company will issue up to 25,000,000 Rule 144 shares of its common stock to OGI, to be held in trust and released based on the following terms and gross revenue requirements:

(a) Release of 10,000,000 shares of the Company upon signing this Agreement.
(b) Release of 5,000,000 shares of the Company upon attaining $1,000,000 US in gross revenue.
(c) Release of 5,000,000 shares of the Company upon attaining $2,500,000 US in gross revenue.
(d) Release of 5,000,000 shares of the Company upon attaining $4,000,000 US in gross revenue.

None of these shares have been issued to date and the agreement has not yet been finalized.
 
The Company will raise up to $500,000 US to market and fulfill the required obligations of OGI as outlined in the supplemental agreement(s) to follow. The Company and Organa Gardens Inc.agree to allow the shares to sit in trust for a period of 5 years in order for OGI to meet its sales goals. Should the requirements not be met in all or part, then all of the remaining shares will be returned back to the treasury of the Company.

On June 9, 2009, the Registrant signed an amended agreement to acquire all of the assets of Organa Gardens Inc., a Nevada Corporation in the business of hydroponics vertical farming. These assets include but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E).
 
 
F-10

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 4 – ACQUISITION (con’t.)


Under the terms of the acquisition, the Company issued 3,500,000 restricted 144 shares to Organa Gardens Inc.and/or its nominees (issued) and render a cash commitment of up to $250,000 to complete the final steps of taking the OGS-D and OGS-E to market. This agreement replaces the agreement dated March 9, 2009.

All research and development costs are expensed as incurred and include costs of consultants who conduct research and development on behalf of the Company. For the year ended December 30, 2011, the Company incurred $Nil in research and development costs. During the six months ended June 30, 2012 $Nil was incurred in research and development. (2011 - $Nil).

On July 29, 2011, the Company has signed a Letter of Intent with Integrated Green Technologies LLC (IGT), of Fort Lauderdale, Florida to merge the two companies. A definitive agreement of the merger will be an exchange of restricted shares of the Company’s stock to IGT shareholders effecting a change of business which will still follow the Company’s green mandate. On August 17, 2011 the Company entered into a formal agreement with IGT and is currently conducting its due diligence. IGT is an industrial tools, machinery & equipment manufacturer including consumable supplies & materials. IGT is a distributor of heavy-duty blasting equipment and “green” environmentally safe mobile powder coating systems featuring the pending patent, Triplex Electrostatic/Electrostatic Thermal Spray/Non Electrostatic Thermal Spray and Powder Coating Spray and Conversion Device. The Company had advance $8,000 to IGT for prepaid expenses as of December 31, 2011. (2010 – Nil). The Company has written off this amount as of December 31, 2011. Upon completion of the due diligence process, the Company will issue a structured release of 60,000,000 restricted shares to be transferred under the Agreement. The structure shall be as follows: upon execution of the Agreement, 30,000,000 shares shall be issued immediately thereafter, an additional 15,000,000 shares shall be issued 120 days following the execution date and the balance of 15,000,000 shares shall be issued 240 days following the execution date. The Company is required to provide $250,000 in funding to IGT over a period of one year. As a result of the due diligence process, the Company is not proceeding with this acquisition due to complications with the current patent filed by IGT. Should IGT move forward and correct the deficiencies with the patent, the Company will re-consider the project.

NOTE 5 – DEFERRED COMPENSATION


On May 15, 2010, the Company entered into an agreement with Domain Land Holdings Ltd. (“Domain”), a private company controlled by a significant shareholder, with a two-year term, whereby Domain provides investment-banking services to the Company (valued at $5,000) in exchange for 50,000 restricted shares of the Company’s common stock.

On July 1, 2011 the Company entered into an agreement with Compte de Sierge Accomodative Corp. (“Compte”), a private company controlled by a significant shareholder, with an eighteen month term, whereby Compte provides investor relations services to the Company specific to the hydroponic vertical farming project (valued at $22,500) in exchange for 75,000 restricted shares of the Company’s common stock.  

On July 1, 2011, the Company entered into an agreement with Charlton Investments Ltd. (“Charlton”), a private company controlled by a significant shareholder, with a two-year term, whereby Charlton provides investment-banking services to the Company (valued at $30,000) in exchange for 100,000 restricted shares of the Company’s common stock.

On July 1, 2011, the Company entered into agreements with three consultants, for a twelve month term, whereby the consultants provide consulting services to the Company (valued at $45,000) in exchange for 150,000 shares of the Company’s common stock.

On December 1, 2011, the Company entered into an agreement with a consultant, for a twelve month term, whereby the consultant will provide consulting services to the Company (valued at $1,800) in exchange for 22,500 shares of the Company’s common stock.

The Company amortizes the costs of these services over the respective terms of the contracts.  During the six months ended June 30, 2012 and 2011, the Company recorded amortization of deferred compensation totaling $39,340 and $6,940 respectively.  As of June 30, 2012 the unamortized portion of the deferred compensation totaled $23,250. (December 31, 2011 - $62,590).
 
 
F-11

 
 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 6- STOCKHOLDERS’ DEFICIT


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”.
 
(1) 2012 Stock Transactions- During the six months ended June 30, 2012:

None.

(2) 2011 Stock Transactions- During the six months ended June 30, 2011:
 
The Company issued 25,000 restricted common shares valued at $125 to a new director for his services.
 
The Company issued a total of 2,345,000 common shares pursuant to the exercise of options under the Company’s 2009 Stock Incentive and Option Plan. 1,650,000 shares were issued at $0.02 per share to satisfy debt to related parties in the amount of $33,000 and 695,000 shares were issued at $0.01 per share for consulting services.

(3) 2012 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, 2007
    -       -       -  
Granted during 2008
    20,965       2.20       -  
Exercised during 2008
    (419,300 )     2.20          
Balance, December 31, 2008
    -       -       -  
Granted during the period
    424,900       0.20          
Exercised during the period
    (424,900 )     0.20          
Balance, December 31, 2009
    -       -       -  
Granted during 2010
    468,051       0.20          
Exercised during 2010
    (468,051 )     0.20          
Balance, December 31, 2010
    -       -       -  
Granted during the period
    607,250       0.20          
Exercised during the period
    (607,250 )     0.20          
Balance, December 31, 2011
    -       -       -  
Granted during the period
    -       -          
Exercised during the period
    -       -          
Balance, June 30, 2012
    -       -       -  
 
 
F-12

 
 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 6- STOCKHOLDERS’ DEFICIT (con’t.)

 
(4) 2011 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, 2007
    -       -       -  
Granted during 2008
    20,965       2.20       -  
Exercised during 2008
    (20,965 )     2.20          
Balance, December 31, 2008
    -       -       -  
Granted during the period
    424,900       0.60          
Exercised during the period
    (424,900 )     0.60          
Balance, December 31, 2009
    -       -       -  
Granted during 2010
    468,051       0.60          
Exercised during 2010
    (468,051 )     0.60          
Balance, December 31, 2010
    -       -       -  
Granted during the period
    117,250       0.60          
Exercised during the period
    (117,250 )     0.60          
Balance, June 30, 2011
    -       -       -  

As of June 30, 2011, there were no stock options available for grant under the Company’s Stock Incentive and Option Plans.

On June 30, 2011 the Company filed Registration Statements on Form S-8 to register 9,800,000 to be issue pursuant to the Company’s 2011 Stock. Incentive and Option Plan. 1,400,000 shares have been granted and exercised under the June 2011 Stock Option Plan subsequent to June 30, 2011.
 
 
F-13

 

BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 7 – RELATED PARTY TRANSACTIONS


During the six months ended June 30, 2012, the Company incurred $2,000 (2011 -$3,125) in management fees to directors.

During the six months ended June 30, 2012 the Company incurred $16,879 (2011 - $16,222) in rent and office expenses to a private company controlled by a shareholder.

During the six months ended June 30, 2012, three companies controlled by significant shareholders earned $15,942 (2011 - $5,248) pursuant to the expired portion of deferred compensation agreements (see Note 5).

The following amounts are due to related parties at:
 
   
June 30,
2012
   
December 31,
2011
 
             
Significant shareholders
  $ 137,844     $ 79,071  
 
NOTE 8 – SUPPLEMENTAL CASH FLOW INFORMATION

 
   
Six months
ended March 31,
 
   
2012
   
2011
 
Cash paid during the period for:
           
Interest
  $ -     $ -  
Income taxes
  $ -     $ -  

The Company paid no cash for interest and income taxes for the six months ended June 30, 2012 and 2011.
 
 
F-14

 
 
BRAVO ENTERPRISES LTD.
(formerly Organa Gardens International Inc.)
NOTES TO FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
 
NOTE 9 – INCOME TAXES


As of June 30, 2012, the Company had net operating loss carryforwards of approximately $25,000,000 that may be available to reduce future years' taxable income and will expire between the years 2013 - 2032.  Availability of tax losses is subject to change of ownership limitations under Internal Revenue Code 382.  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 carryforwards.
 
NOTE 10 – 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 June, 2012, 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 June 30, 2012.

As of August 1, 2010, 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.
 
 
F-15

 
 
ITEM 2. Management’s Discussion and Analysis or Plan of Operation.
 
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.
 
Vertical Hydroponic Farming Project
 
Our Company has undertaken a new project in 2009. Organa Gardens International Inc. has a vertical hydroponics farming system built to make the most efficient use of light, energy, water, land, temperature and production cycle while growing the highest quality and healthiest plants in an optimum, consistent environment unaffected by weather. The Organa Garden Systems (OGS) provide a means for food production and consumption change to global environmental and ecological sustainability through vertical hydroponics rotary farming.
 
There are two OGS models; the Discovery (OGS-D) and the Enterprise (OGS-E)
 
Both the OGS-D and OGS-E are rotary hydroponics vertical farming systems designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.
 
The Discovery is a strong, low cost ABS plastic model for the home gardener and the Enterprise is a powder-coated steel version for the commercial grower. Both models are modular and can be expanded by stacking them. "The more you stack the more you grow"
 
Both the OGS-D and OGS-E are rotary hydroponics vertical farming systems designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.
 
 
3

 
 
Benefits of the Organa Garden Systems:

- Fresh, nutritious and abundant produce all year-round
- Localized year-round farming possible, eliminating costly transportation, spoilage and pollution.
- Reduces the use of pesticides and preservatives.
- Urban renewal and sustainable community building.
- Energy and water conservation.
- More frequent harvest.
- Fully automated and easy to operate.
- Business opportunity for the entrepreneurial businessman or established farmer
 
On March 6, 2009, the Company signed an agreement to acquire all of the assets of Organa Gardens Inc.(OGI), a Nevada Corporation in the business of hydroponics vertical farming. These assets include, but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E). Both the OGS-D and OGS-E are a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular, allowing them to be expanded by stacking them. Its specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.
 
The Company was to issue up to 1,250,000 post-reverse split Rule 144 shares of its common stock to OGI, to be held in trust and released based on the following terms and gross revenue requirements:
 
(a) Release of 500,000 shares of the Company upon signing this Agreement.
(b) Release of 250,000 shares of the Company upon attaining $1,000,000 US in gross revenue.
(c) Release of 250,000 shares of the Company upon attaining $2,500,000 US in gross revenue.
(d) Release of 250,000 shares of the Company upon attaining $4,000,000 US in gross revenue.

The Company was to raise up to $500,000 US to market and fulfill the required obligations of OGI as outlined in the supplemental agreement(s) to follow. The Company and Organa Gardens Inc. agree to allow the shares to sit in trust for a period of 5 years in order for OGI to meet its sales goals. Should the requirements not be met in all or part, then all of the remaining shares will be returned back to the treasury of the Company.

However, On June 9, 2009, the Company signed an amended agreement to acquire all of the assets of Organa Gardens Inc., a Nevada Corporation in the business of hydroponics vertical farming. These assets include but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E).

Under the terms of the acquisition, the Company will issue 175,000 post-reverse split  restricted 144 shares to Organa Gardens Inc. and/or its nominees (issued) and render a cash commitment of up to $250,000 to complete the final steps of taking the OGS-D and OGS-E to market. This agreement replaces the agreement dated March 9, 2009.
 
 
4

 

All research and development costs are expensed as incurred and include costs of consultants who conduct research and development on behalf of the Company. For the year ended December 30, 2011, the Company incurred $Nil in research and development costs. During the six months ended June 30, 2012 $Nil was incurred in research and development. (2011 - $Nil).

Currently, the Company continues the process of applying for a world-wide patent for its vertical hydroponic farming system, Organa Gardens System - Enterprise (OGS-E). The management of Organa Gardens is in the final steps of determining the types of materials that will be used to mass produce the OGS-E units economically so that the units can be sold and used affordably by the general population who would like to grow their own food organically and efficiently.
 
Further, the Company continues its discussions with a China-based company to manufacture and distribute the Company's Organa Garden Systems-Enterprise (OGS-E) Initial marketing emphasis will target second tier cities such as Chengdu and Tianjin in central and northern China where farming is seasonal. The Company’s growing wheel will enable the tier two cities to grow organic foods without the risks of pesticides, crops pest, and soil-borne diseases while reaping the rewards of higher yields and seasonal extension of crop growth. The Company will allow China to grow organic foods on a smaller scale to accommodate variable demands while being cost and energy efficient
 
Powder Coating Project

On July 29, 2011, the Company has signed a Letter of Intent with Integrated Green Technologies LLC (IGT), of Fort Lauderdale, Florida to merge the two companies. A definitive agreement of the merger will be an exchange of restricted shares of the Company’s stock to IGT shareholders effecting a change of business which will still follow the Company’s green mandate. On August 17, 2011 the Company entered into a formal agreement with IGT and is currently conducting its due diligence. IGT is an industrial tools, machinery & equipment manufacturer including consumable supplies & materials. IGT is a distributor of heavy-duty blasting equipment and “green” environmentally safe mobile powder coating systems featuring the pending patent, Triplex Electrostatic/Electrostatic Thermal Spray/Non Electrostatic Thermal Spray and Powder Coating Spray and Conversion Device. The Company had advanced $8,000 to IGT for prepaid expenses as of December 31, 2011. (2010 – Nil). The Company has written off this amount as of December 31, 2011. Upon completion of the due diligence process, the Company will issue a structured release of 3,000,000 post-reverse split restricted shares to be transferred under the Agreement. The structure shall be as follows: upon execution of the Agreement, 1,500,000 shares shall be issued immediately thereafter, an additional 750,000 shares shall be issued 120 days following the execution date and the balance of 750,000 shares shall be issued 240 days following the execution date. The Company is required to provide $250,000 in funding to IGT over a period of one year. As of June 30, 2012 and as a result of the due diligence process, the Company is not proceeding with this acquisition due to complications with the current patent filed by IGT. Should IGT move forward and correct the deficiencies with the patent, the Company will re-consider the project.
 
 
5

 
 
Available for Sale Securities – related parties.

Terralene Fuels

During 2004, the Company received 111,111 restricted Rule 144 shares of Terralene Fuels Corporation (“Terralene Fuels”), a public company with directors and significant shareholders in common.  The restricted shares were received as non-refundable consideration pursuant to agreements with Terralene Fuels 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 Terralene Fuels.  During the years ended December 31, 2005 and 2006 the Company recorded additional unrealized losses in the carrying value of its shares of Terralene Fuels 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 Terralene Fuels 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 Terralene Fuels is $3,945 as at December 31, 2009.

During the year ended December 31, 2010, the Company sold Nil Terralene Fuels shares and recorded an unrealized gain of $11,774. As a result, the carrying value of the available for sale shares of Terralene Fuels 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 Terralene Fuels shares and recorded an unrealized loss of $2,623. As a result, the carrying value of the available for sale shares of Terralene Fuels 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 six month period ended June 30, 2012, the Company sold Nil Terralene Fuels shares and recorded an additional unrealized loss of $(89) to June 30, 2012. As a result, the carrying value of the available for sale shares of Terralene Fuels is $148 as at June 30, 2012.

Legacy

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.
 
 
6

 

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.

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 another-than-temporary decline in the value of the shares.

During the six month period ended June 30, 2012, the Company sold Nil Legacy shares and recorded an additional unrealized loss of $(1,470) to June 30, 2012. As a result, the carrying value of the available for sale shares of Legacy is $4,412 as at June 30, 2012.

Available for sale securities – related parties include the following:

   
June 30,
   
December 31,
 
   
2012
   
2011
 
             
3,676,335  (2011-3,676,335) shares of Legacy Wine & Spirits
  $ 4,412     $ 5,882  
98,612  (2011- 98,612) shares of Terralene Fuels Corporation
    148       237  
                 
    $ 4,560     $ 6,119  

Liquidity and Capital Resources.

At June 30, 2012, we had total assets of $22,161 including cash of $15,010 and taxes recoverable of $2,591. We have available for sale securities with a fair value of $4,560 as at June 30, 2012. As of December 31, 2011, we had total assets of $8,331. The increase in assets is primarily due to an increase in cash.
 
 
7

 

At June 30, 2012, we had current liabilities of $618,606, which was represented by accounts payable and accrued liabilities of $480,762 and $137,844 due to related parties.  As of December 31, 2011 we had current liabilities of $562,705. The increase in liabilities was a result of an increase in related party payables.  At June 30, 2012, we had a working capital deficiency of $601,005 (December 31, 2011 - $560,493).

Going Concern

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 have not yet realized any revenue from operations to date. Loss from operations for the three month period ended June 30, 2012 was $38,558 (2011 - $26,173). This increase in loss was due to the incurrence of more expenditures in management and consulting fees.

Loss from operations for the six month period ended June 30, 2012 was $79,852 (2011 - $50,463). This increase in loss was due to the incurrence of more expenditures in management and consulting fees.

From inception to June 30, 2012 our Company has incurred cumulative net losses of $24,979,324 resulting primarily from the write-down of $3,815,655 in its interests in oil and gas properties, write-down of $1,406,000 in its interest in ACGT Corporation, write-down of equities in Legacy Wine & Spirits International Ltd. of $258,580,  write-down of equities in Terralene Fuels Corporation 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 $6,857,327, office and general expenses of $2,879,524; professional fees of $1,190,167; interest expense of $98,282, software development costs of $737,300 and research and development costs of $285,231. In addition, we received $130,000 in property option income as a recorded value of certain restricted shares in Terralene Fuels Corporation , $82,138 in interest and royalty income and a gain on the sale of securities – related parties of $21,541.

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. Bravo Enterprises Ltd. does not anticipate any significant development costs within the next 12 months, nor does 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. However, Bravo Enterprises Ltd. will be required to raise $250,000 for the hydroponic vertical farming project – See above.
 
 
8

 

Off-Balance Sheet Arrangements

Our company has not entered into any off balance sheet arrangements.
 
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As of June 30, 2012, we had cash in the amount of $15,010. We have not generated any revenues since inception and have incurred a net loss of $24,979,324 from our re-entry into development stage on January 1, 1996 to June 30, 2012. Our current operating funds are insufficient to cover the next phase of developing the hydroponic vertical farming project. It will have to obtain funds through entering into arrangements with collaborative partners or others to accomplish these expenditures. However, we do not have any specific plans for raising the required funds. There is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our anticipated expenditures.

ITEM 4T Controls and Procedures.
 
Our management carried out an evaluation with the participation of our Chief Executive Officer who serves as our principal executive officer and principal financial and accounting officer, required by Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act.
 
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
 
 
9

 
 
PART II - OTHER INFORMATION
 
ITEM 1. Legal Proceedings

1. On February 21, 2002, the Company issued 17,500 post-reverse split 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 June 30, 2012, the Company is still in the legal process of having the certificate 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 June 30, 2012.
 
ITEM 1A. Risk Factors

Not Applicable

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

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”.
 
 
10

 

(1) 2012 Stock Transactions- During the six months ended June 30, 2012:

None.

(2) 2011 Stock Transactions- During the six months ended June 30, 2011:
 
The Company issued 25,000 restricted common shares valued at $125 to a new director for his services.
 
The Company issued a total of 2,345,000 common shares pursuant to the exercise of options under the Company’s 2009 Stock Incentive and Option Plan. 1,650,000 shares were issued at $0.02 per share to satisfy debt to related parties in the amount of $33,000 and 695,000 shares were issued at $0.01 per share for consulting services.

(3) 2012 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, 2007
    -       -       -  
Granted during 2008
    20,965       2.20       -  
Exercised during 2008
    (419,300 )     2.20          
Balance, December 31, 2008
    -       -       -  
Granted during the period
    424,900       0.20          
Exercised during the period
    (424,900 )     0.20          
Balance, December 31, 2009
    -       -       -  
Granted during 2010
    468,051       0.20          
Exercised during 2010
    (468,051 )     0.20          
Balance, December 31, 2010
    -       -       -  
Granted during the period
    607,250       0.20          
Exercised during the period
    (607,250 )     0.20          
Balance, December 31, 2011
    -       -       -  
Granted during the period
    -       -          
Exercised during the period
    -       -          
Balance, June 30, 2012
    -       -       -  
 
 
11

 
 
(4) 2011 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, 2007
    -       -       -  
Granted during 2008
    20,965       2.20       -  
Exercised during 2008
    (20,965 )     2.20          
Balance, December 31, 2008
    -       -       -  
Granted during the period
    424,900       0.60          
Exercised during the period
    (424,900 )     0.60          
Balance, December 31, 2009
    -       -       -  
Granted during 2010
    468,051       0.60          
Exercised during 2010
    (468,051 )     0.60          
Balance, December 31, 2010
    -       -       -  
Granted during the period
    117,250       0.60          
Exercised during the period
    (117,250 )     0.60          
Balance, June 30, 2011
    -       -       -  

As of June 30, 2011, there were no stock options available for grant under the Company’s Stock Incentive and Option Plans.

On June 30, 2011 the Company filed Registration Statements on Form S-8 to register 9,800,000 to be issue pursuant to the Company’s 2011 Stock. Incentive and Option Plan. 1,400,000 shares have been granted and exercised under the June 2011 Stock Option Plan subsequent to June 30, 2011.

ITEM 3.  Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not Applicable

ITEM 5.  Other Information

 
12

 

ITEM 6. EXHIBITS
 
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 32.2 - 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.
 
 
13

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  BRAVO ENTERPRISES LTD.  
       
Date: August 17, 2012
By:
/s/ Jaclyn Cruz
 
   
Jaclyn Cruz
 
   
President and C.E.O
 
       
Date: August 17, 2012
By:
/s/ Matt Kelly
 
   
Matt Kelly
 
   
Secretary. Treasurer and C.F.O.
 
 
 
14

 

PINX:OGNG Quarterly Report 10-Q Filling

PINX:OGNG Stock - Get Quarterly Report SEC Filing of PINX:OGNG stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:OGNG Quarterly Report 10-Q Filing - 6/30/2012
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