UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A


(Mark
One)





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





For the Fiscal Year Ended July 31,
2009


OR


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





Commission
file number 0-30770





BRAVO RESOURCE PARTNERS
LTD.


(Name
of Small Business Issuer in its charter)





Yukon,  Canada
            04-3779327(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)4155
      East Jewell, Suite 500Denver, Colorado
            80222(Address
      of principal executive office)
            (Zip
      Code)





Issuer’s
telephone number  (303)
898-1371





Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class
            
            Name
      of each exchange on which registeredNone





Securities
registered pursuant to Section 12(g) of the Act:





Common (no
par)


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes [ ]
No  [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes [ ]No
[X]





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [ ]
No [X]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec 232.405 of this
chapter) during the preceding 12 months (or fus such shorter period that the
registrant was required to submit and post such files).


Yes [ ]
No [X]




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ___





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





Large
      accelerated filer [ ]
            Accelerated
      filer [ ]Non-accelerated
      filer [ ]
            Smaller
      reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b02 of the Exchange Act).


Yes [ ]
No [X].





The
issuer’s revenue for the most recent fiscal year was $-0-.





The
aggregate market value of the voting stock held by non-affiliates of the Company
(11,809,982 shares) based upon the closing price of the Company’s common stock
on October 28, 2009, was approximately $60,231.





As of
July 31, 2009, the Company had 11,809,982 issued and outstanding shares of
common stock.








Bravo
Resource Partners Ltd.





Index








Part
I





Item
      1
            Description
      of Business
            3Item
      1A
            Risk
      Factors
            11Item
      2
            Description
      of Property
            17Item
      3
            Legal
      Proceedings
            18Item
      4
            Submission
      of Matters to a Vote of  Security Holders
            18





Part
II





Item
      5
            Market
      Price of and Dividends on the Registrant's Common Equity and Related
      Stockholder Matters
            18Item
      6
            Selected
      Financial Data
            20Item
      7
            Management's
      Discussion and Analysis or Plan of Operation
            20Item
      8
            Financial
      Statements and Supplementary Data
            26Item
      9
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            28Item
      9A
            Controls
      and Procedures
            28Item
      9B
            Other
      Information
            29





Part
III





Item
      10
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act;
            30Item
      11
            Executive
      Compensation
            33Item
      12
            Security
      Ownership of Certain Beneficial Owners and Management And Related
      Stockholder Matters
            37Item
      13
            Certain Relationships and Related
      Transactions, andDirector Independence
            39Item
      14
            Principal
      Accountant Fees and Services
            40





Part
IV





Item
      15
            Exhibits,
      Financial Statement Schedules
            41Signatures
            42








- 2
-




EXPLANATORY
NOTE
 
 This Amendment to our Annual Report on Form 10-K/A for the
fiscal year ended July 31, 2009, is filed to amend certain disclosures in the
following sections:  Liabilities due to Related Parties to be Settled
in Stock in the Notes to the Consolidated Financial Statements; Disclosure
Controls and Procedures, and Management's Annual Report on Internal Controls
over Financial Reporting.
 
 Except as required to reflect the changes noted above, this
Form 10-K/A does not attempt to modify or update any other disclosures set forth
in our Annual Report on Form 10-K/A.  Additionally, this Form 10-K/A
does not purport to provide a general update or discussion of any other
developments of the Company subsequent to the original filing. The filing of
this Form 10-K/A shall not be deemed an admission that the original filing, when
made, included any untrue statement of material fact or omitted to state a
material fact necessary to make a statement not
misleading.





NOTE
REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS





Except
for historical information contained herein, this Form 10-K/A contains express
or implied forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act. We may make written
or oral forward-looking statements from time-to-time in filings with the
Securities and Exchange Commission ("SEC"), in press releases, quarterly
conference calls or otherwise. The words "believes," "expects," "anticipates,"
"intends," "forecasts," "projects," "plans," "estimates" and similar expressions
identify forward-looking statements. These statements reflect our current views
with respect to future events and financial performance or operations and speak
only as of the date the statements are made.





Forward-looking
statements involve risks and uncertainties and readers are cautioned not to
place undue reliance on forward-looking statements. Our actual results may
differ materially from such statements. Factors that cause or contribute to such
differences include, but are not limited to, those discussed elsewhere in this
Form 10-K/A.





Although we believe that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate with the result that there can be no
assurance the results contemplated in such forward-looking statements will be
realized. The inclusion of such forward-looking information should not be
regarded as a representation that the future events, plans, or expectations
contemplated will be achieved. We undertake no obligation to publicly update,
review, or revise any forward-looking statements to reflect any change in our
expectations or any change in events, conditions, or circumstances on which any
such statements are based. Our filing with the SEC may be accessed at the SEC's
web site, www.sec.gov.








PART
I





Item
1.    Description of Business





Bravo Resource Partners Ltd. (hereinafter "Bravo" or the "Company") was
incorporated under the laws of the Province of British Columbia on November 14,
1986, under the name of Bravo Resources Inc., and on May 6, 1994, the Company
changed its name to Oro Bravo Resources Ltd.  Effective January 21,
2000, the Company changed its corporate domicile to the Yukon Territory and
changed its name to Bravo Resource Partners Ltd.





On
May 6, 1994, the Company completed a 3 1/2:1 reverse stock split.  On
January 21, 2000, the Company completed a 3:1 reverse stock
split.  Unless otherwise indicated all per share data has been
adjusted to reflect these reverse stock splits.





Between November 1986 and July 2002, Bravo was engaged in the acquisition,
exploration and development of mineral properties.  During this
period, the Company's principal mineral properties were the Mamu/Bravo claim
group in the Watson Lake Mining District, Yukon Territory, the Rio Nuevo Placer
Concession located in Costa Rica, and the Oaxaca Concessions located in
Mexico.  In July 2002, the Company abandoned these properties and
discontinued mining operations.





Bravo has two wholly-owned subsidiaries, Minera Oro Bravo S.A., a company
incorporated in Costa Rica, and Minera Oro Bravo Mexico S.A. de C.V., a company
incorporated in Mexico.  Both of these subsidiaries have been inactive
since the Company discontinued  mining operations in July
2002.





In July 2003, Bravo moved its offices from Vancouver, BC, to Denver,
Colorado.





- 3
-








In January 2004, Bravo signed a letter of intent with State Financial Holdings,
Inc., a company owned by Ernest Staggs, a director of the Company, to provide
debt recovery services for consumer and commercial debt portfolios held by State
Financial.  Pursuant to the letter of intent, the Company agreed to
pay State Financial the first $60,000 recovered, and the Company retained the
remainder of any amounts recovered.





In April 2004, the Company and State Financial Holdings, Inc., jointly purchased
a consumer debt portfolio with a face value of approximately $465,000 at a
purchase price of $22,132.  Pursuant to an agreement with State
Financial, Bravo would retain any amounts collected from consumers whose debts
were in the portfolio, and Bravo would pay State Financial its investment in the
portfolio ($10,000) with ten percent interest.





In October 2004,
Bravo assigned all remaining amounts in its debt portfolios to State Financial
Holdings, Inc., in exchange for the release of all of the Company’s remaining
obligations to State Financial.





Bravo earned revenues of $1,350 from collections from the debt
portfolio.





In October 2004, Bravo entered into a Stock Purchase Agreement and a Consulting
Agreement with the Bridge Group, Inc.  Pursuant to the Stock Purchase
Agreement, Bravo sold 500,000 shares of common stock to the Bridge Group for
$50,000.





The Consulting Agreement provides that the Bridge Group will consult with the
Company in the areas of mergers and acquisitions.  In return, the
Company agreed to issue 1,500,000 shares of common stock to the Bridge Group,
payable as follows:  500,000 shares upon execution of the agreement on
October 28, 2004; 500,000 shares when the Company's common stock was listed on
the OTC Bulletin Board or its equivalent; and 500,000 shares when the Company
acquires an active business.  To date, Bridge Group has received
1,000,000 shares pursuant to the Consulting Agreement, and an additional 500,000
shares will be due when Bravo acquires an active business.





On
June 24, 2005, the Company entered into an Asset Acquisition Agreement with
Alpine Pictures, Inc., a California corporation, to purchase duplicating,
editing, and graphics equipment for use in the creation, production, and editing
of movies, films, and advertisements. Mr. Mark Savoy, a former director of
Bravo, was also a director of Alpine Pictures, Inc., at the time of the
acquisition. Mr. Tyrone Carter,  a director of Bravo since 2003, is a
stockholder of both companies.





Pursuant to the terms of the Asset Purchase Agreement, on June 27, 2005, Bravo
executed a promissory note in favor of Alpine Pictures, Inc., in the amount of
two hundred eleven thousand, seven hundred seventeen dollars ($211,717) payable
in full on or before June 27, 2006, bearing an annual interest of eight
percent.  In the course of time, where it became apparent that the
Company was not able to put the assets into use, it was mutually agreed by both
parties in a Rescission Agreement entered on October 6, 2006, that the Asset
Purchase Agreement would be rescinded and the Company is no longer liable to
Alpine Pictures, Inc., for this obligation.  Alpine Pictures, Inc.,
received the return of the assets in full satisfaction of the
obligation.





On November 1, 2005, Bravo agreed with Box Office Productions II, LLC ("BOP"), a
California limited liability company, to provide consultation and administrative
services.  The agreement with BOP was terminated in June
2006.





On February 25, 2006, Bravo entered into an investment agreement with Shore
Drive Productions LLC, a California limited liability company, to participate in
the development, production, and distribution of two television series
entitled "Ride" and "Uncaged."  The Company agreed to invest $11,075
in the development of a television series entitled “Uncaged" and $9,300 in the
development of a television series entitled “Ride." The Agreement provided that
upon  distribution of each series,  the Company would
receive the return of its investment plus thirty percent (30%) from the first
sales of the product; in addition, the





- 4
-





Company would receive three percent (3%) of gross sales of the
series.  In 2007, the Company determined that the television series
would not be produced or distributed, and the Company wrote off the
assets.  In July 2008, the Company sold its rights under the
Agreements for $500 to Ki Development, Inc., a Colorado corporation affiliated
with Ernest Staggs, an officer and director of the Company.





On
December 5, 2006, the British Columbia Securities Commission issued a Cease
Trade Order for the Company based on the Company's failure to file a comparative
audited financial statement for its financial year ended July 31, 2006, and
Management's Discussion and Analysis for the same period.  The British
Columbia Cease Trade Order provides that all trading in Bravo's securities shall
cease until Bravo files the required records, including financial statements and
management discussion and analysis, and the Executive Director of the British
Columbia Securities Commission issues an order revoking the Cease Trade
Order.  The British Columbia Cease Trade Order does not preclude a
beneficial shareholder who is not, and was not at the date of the order, an
insider or control person of the Company, from selling securities acquired
before the date of the order if the sale is made through a market outside of
Canada, the sale is made through an investment dealer registered in British
Columbia, and the investment dealer maintains a record of the details of the
sales made under this provision.  The British Columbia Cease Trade
Order precludes the Company from issuing stock until the order is
revoked.  Following the Cease Trade Order issued by the British
Columbia Securities Commission, the Alberta Securities Commission issued a Cease
Trade Order based on the Company's failure to make current
filings.  The Company will seek the revocation of these cease trade
orders once it becomes current with its financial filings.





Prior
to the fiscal year ending July 31, 2010, the Company plans to hold an annual
general shareholder meeting for, inter alia, the election of
directors and the report of the Company's financial statements.





Business
Strategy





At the present time, we have no business activity, and we are not generating any
revenue in the entertainment industry or in any other line of
business.  We intend to become active in the film production and
entertainment industry with the acquisition of film projects through the
issuance of common stock.  We currently have no material assets to
devote to the implementation of our plan to produce motion pictures and
entertainment product.  We will be required to raise substantial
amounts of capital through the issuance of stock in order to become
active.  We are seeking to obtain an interest in a film production
project or projects through a substantial issuance of stock, and as part of
interest in the film project or projects, we intend to obtain the right to
produce the project or projects and receive production fees for performing
production services.  We will hire and compensate experienced
production personnel through a combination of the sale of stock, the acquisition
of production rights with the concomitant production revenues, and/or the
issuance of stock for the services of experienced personnel.  If we
are unable to attract quality film projects and close a transaction with terms
similar to those described, then we will be required to find funding to begin
the plans that we have outlined herein.  To be clear, we currently
have no entertainment project with which to generate revenues and no experienced
production personnel who can produce a film project if it is
acquired.





Bravo is a smaller reporting company that currently has no entertainment assets
and no production projects.  Our officers and directors have no
experience in producing motion pictures or other entertainment
product.  Notwithstanding, we intend to acquire quality entertainment
projects through asset acquisition using our common stock, and we plan to hire
experienced production personnel to complete the projects that are
acquired.  Our efforts to identify a target project or projects will
be limited to the entertainment industry with a specific emphasis on family
films.





We are presently focused on updating and completing our corporate and securities
filings.  Our current emphasis is on corporate filings in both the
United States and Canada, providing financial reporting and management
discussion and analysis, and preparing for an annual shareholder
meeting.  We do not have any specific project or projects under
contract, but once the Company is current with its corporate and securities
filings, the board will begin searching for appropriate film production and
entertainment projects.





- 5
-











After the Company is current with its corporate requirements, the board will
meet to identify appropriate G-rated films and family-genre entertainment
projects.  Acquisition of appropriate projects will require the
issuance of stock for the rights to the project or projects that will be
produced.





Although
we have engaged in minimal operations in the entertainment industry, we have not
generated any revenues to date.  We will not generate any operating
revenues until consummation of an agreement to acquire an appropriate
entertainment project, we are able to secure distributors for the sale of such
projects, and sales of such projects occur.





The Company
expects to evaluate projects from time to time and to pursue the
acquisition of G-rated film projects and family-genre entertainment. The Company
will seek advice from consultants with experience in the entertainment industry
and pursue the family-genre projects that management determines are
appropriate. The Company’s activities may include any of the activities
described in the following description of industry practice.





Once
we have identified and acquired an appropriate entertainment project or
projects, we will operate as an independent producer and distributor of
entertainment products in film, television, and other multi-media markets
focusing exclusively on family entertainment.  We will typically
produce and distribute films that are completed and marketed using smaller
budgets than those of major studios.  Our intent is to produce quality
entertainment suitable for a wide audience at a cost of production that will
allow for a better return on investment than that of the major
studios.





The
motion picture and entertainment industry may be broadly divided into two major
segments: production, which involves the development, financing and other
activities associated with making of motion pictures; and distribution, which
involves the promotion and exploitation of completed motion pictures in a
variety of media.  We will participate in both the production and
distribution of entertainment product through the issuance of stock to finance
the acquisition of projects.





Historically,
the largest companies, the so-called "Majors" and "Mini-Majors," have dominated
the motion picture industry by both producing and distributing a majority of the
motion pictures which generate significant theatrical box office receipts. Over
the past fifteen years "Independents" or smaller film production and/or
distribution companies have played an increasingly significant and sizable role
in the production and distribution of motion pictures needed to fill ever the
increasing worldwide demand for filmed entertainment product.  We will
become active in the entertainment industry as an Independent production and
distribution company.





The
Majors (and Mini-Majors) include: NBC-Universal Pictures (a division of General
Electric), Warner Bros. Pictures (a division of Time Warner),
Metro-Goldwyn-Mayer Inc., Twentieth Century Fox Film Corporation (a division of
News Corporation), Paramount Pictures Corporation (a division of Viacom), Sony
Pictures Entertainment (including Columbia Pictures, Tri Star Pictures and
Triumph Releasing; altogether divisions of Sony) and The Walt Disney Company
(Buena Vista Pictures, Touchstone Pictures and Hollywood Pictures). Generally,
the Majors own and operate private production studios (including lots, sound
stages, production equipment and post-production facilities), have nationwide
and/or worldwide distribution organizations, release pictures with direct
production costs generally ranging from $25,000,000 to $100,000,000 and
collectively provide a near continual source of motion pictures to film
exhibitors.





The
Majors also have divisions that are promoted as "independent" distributors of
motion pictures, often referred to as the “Mini-Majors.” These "independent"
divisions of the Majors include Miramax Films (a division of The Walt Disney
Company), Sony Classics (a division of Sony Pictures), Fox Searchlight (a
division of Fox News Corporation), and New Line (a division of AOL-Time Warner)
and its Fine Line distribution label. Most of these divisions were formerly
private production and/or distribution companies.





- 6
-








In
addition to the Mini-Majors, there are private or publicly held production
and/or distribution companies, such as Bravo, (collectively referred to as the
“Independents”) which engage primarily in the production and/or distribution of
motion pictures produced by companies other than those held by the Majors and
Mini-Majors. Such Independents include, among others, Trimark Holdings and Lions
Gate Entertainment. The Independents typically do not own production studios nor
do they employ as large a development and/or production staff as the
Majors.





We
will compete with these Majors, Mini-Majors, and other Independents by producing
high-quality films and other entertainment with a focused emphasis on the
entertainment needs of families.  Our projects will appeal to children
while providing the necessary elements to attract parents and other adults to
the film.  At present, we have not identified any specific project or
projects, but once we are current with our corporate filings, we will focus on
raising capital and acquiring quality family-genre entertainment
projects.





Motion Picture Production
and Financing





The
production of a motion picture requires the financing of the direct costs and
indirect overhead costs of development, production and production-related
services. Direct production and production-related service costs include film
studio rental, cinematography, post-production costs and the compensation of
creative, services and other production personnel.  Distribution costs
(including costs of advertising and release prints) are not included in direct
production costs.  Because we have limited cash to fund the costs of
production, we will be required to issue stock to finance the production of the
entertainment projects we acquire.





Majors generally have sufficient cash flow from their motion picture and related
activities, or in some cases, from unrelated businesses (e.g., theme parks,
publishing, electronics, and merchandising) to acquire new creative properties
(e.g., screenplay and novels) and pay for the direct production costs of their
motion pictures. Overhead costs are, in substantial part, the salaries and
related costs of the production staff and physical facilities, which Majors
maintain on a full-time basis. Majors often enter into contracts with writers,
producers and other creative personnel for multiple projects or for fixed
periods of time.





Independents
generally avoid incurring substantial overhead costs by hiring creative, service
and other production personnel, retaining only essential elements, only when
they will be required for pre-production, principal photography and
post-production activities, on a project-by-project basis. Independents also
typically finance their production activities from various sources, including
bank loans, "pre-sales," equity offerings and joint ventures. Independents
generally attempt to complete the financing of their motion picture production
prior to commencement of principal photography, at which point substantial
production costs begin to be incurred and require payment.  As an
Independent film production company, we will use these cost-saving procedures
and pre-production financing techniques, in addition to the issuance of stock,
to assure that the film projects we acquire are completed.





"Pre-sales"
are often used by Independents to finance all or a portion of the direct
production costs of a motion picture. Pre-sales consist of fees or advances paid
or guaranteed to the producer by third parties in return for the right to
exhibit the completed motion picture in theaters and/or to distribute it in home
video, television, international and/or other ancillary markets. Payment
commitments for a pre-sale are typically subject to the approval of a number of
pre-negotiated factors, including script, production budget, cast and director
and to the timely delivery of the completed motion picture in the agreed upon
format(s).  We will hire distribution consultants and persons with
experience acting as sales agent to negotiate pre-sales and other distribution
of our entertainment projects.





- 7
-








Both
Majors and Mini-Majors often acquire motion pictures for distribution through an
arrangement known as a "negative pickup" under which the Major or Mini-Major
agrees to acquire from another production company, often an Independent, some or
all of the rights to a film upon its completion. The Independent often finances
the production of a motion picture pursuant to financing arrangements it has
made with banks or other lenders wherein the lender obtains a security interest
in the film and in the Independent's rights under its distribution arrangement.
When the Major or Mini-Major "picks up" the completed motion picture, it may
assume some or all of the production financing indebtedness incurred by the
production company in connection with the film. In addition, the Independent is
often paid a production fee and is granted a participation in the profits from
the distribution of the motion picture.  Once we have acquired
production projects through the issuance of stock and hired production personnel
to oversee the completion of our projects, we will negotiate negative pick-up
and other sales agency arrangements with the appropriate distribution
channels.





Majors, Mini-Majors and Independents often grant third-party participations in
connection with the distribution and production of a motion picture.
Participations are the contractual rights of actors, directors, screenwriters,
producers, owners of rights and/or other creative and/or financial contributors
entitling them to share in revenues or profits (as defined in their individual
respective agreements) from a particular motion picture. Except for the most
sought-after talent, participations are generally payable only after all
distribution and marketing fees and costs; direct production costs (including
overhead) and financing costs are recouped by the producer in
full.  In addition to granting third-party participations, we may
issue stock to certain actors, directors, and other talent to encourage
participation in our films.





Financing the Major Motion
Picture





Majors
often produce motion pictures whose direct costs exceed $20,000,000. In order
for an Independent to produce projects that exceed their equity capabilities,
they turn to various outside sources for funding. Some of those sources, which
may be used in any combination, include: (1) foreign equity contributions, where
a foreign company will exchange equity or the guarantee thereof for the rights
to distribute a motion picture in its respective territory(s) and participation
in the picture; (2) a guarantee or advance by a distributor or exhibitor for a
particular right(s) in a particular territory(s); (3) a sales agent to garner
contracts with actual exhibitors which state minimum guarantee(s) for particular
or aggregate media; (4) a bank or lending institution which will lend monies
based on actual sales contract(s) which license exhibition/distribution rights;
(5) a bank or lending institution which will lend monies based on its
calculations of potential earnings revenue for the motion picture in question;
(6) a third party investor who will fund a portion (usually from 10% to 50%) of
the production costs with a participation in the net profit of the motion
picture as well as the reimbursement of costs and expenses; and/or (7) an
arrangement for or with another Independent production facility to finance and
produce the motion picture. By combining (as necessary) the aforementioned
outside funding sources, the Independent can create motion pictures which are
competitive with the quality and scope of those created by the Major and
Mini-Major at costs which would normally exceed the Independent’s possible
equity contribution.  Once we have identified and acquired production
projects through the issuance of our stock, we will pursue any and all of the
aforementioned funding techniques to assure the completed production of our
films and other entertainment projects.





- 8
-





Motion Picture
Distribution





Distribution
of a motion picture involves the domestic and international licensing of the
picture for (i) theatrical exhibition, (ii) home video, (iii) presentation on
television, including pay-per-view, video-on-demand, satellites, pay cable,
network, basic cable and syndication, (iv) non-theatrical exhibition, which
includes airlines, hotels, armed forces facilities and schools and (v) marketing
of the other rights in the picture, which may include books, CD-ROMs,
merchandising and soundtrack recordings.  As our productions reach
completion, we will hire and consult with qualified personnel with experience in
the area of motion picture distribution.  These outside consultants
and in-house employees may be compensated with stock in addition to any cash fee
or salary paid.  At the present time, we have no experienced personnel
who can distribute any film project that we may produce, and our plans are
wholly dependent upon finding a distributor, a qualified sales agent, or other
experienced distribution personnel.





Theatrical Distribution and
Exhibition





Motion pictures are often exhibited first in theaters open to the public where
an admission fee is charged. Theatrical distribution involves the manufacture of
release prints, licensing of motion pictures to theatrical exhibitors, and
promotion of the motion picture through advertising and promotional campaigns.
The size and success of the promotional and advertising campaign may materially
affect the revenues realized from its theatrical release, generally referred to
as "box office gross."





Box Office Gross represents the total amounts paid by patrons at motion picture
theaters for a particular film, as determined from reports furnished by
exhibitors. The ability to exhibit films during summer and holiday periods,
which are generally considered peak exhibition seasons, may affect the
theatrical success of a film. Competition among distributors to obtain
exhibition dates in theaters during these seasons is significant. In addition,
the costs incurred in connection with the distribution of a motion picture can
vary significantly depending on the number of screens on which the motion
picture is to be exhibited and whether the motion picture is exhibited during
peak exhibition season(s). Similarly, the ability to exhibit motion pictures in
the most popular theaters in each area can affect theatrical
revenues.





Exhibition arrangements with theater operators for the first run of a film
generally provide for the exhibitor to pay the greater of 90% of ticket sales in
excess of fixed amounts relating to the theater's costs of operation and
overhead, or a minimum percentage of ticket sales which varies from 40% to 70%
for the first week of an engagement at a particular theater, decreasing each
subsequent week to 25% to 30% for the final weeks of the engagement. The length
of an engagement depends principally on exhibitors’ evaluation of the audience’s
response to the film with respect to the current marketplace (e.g., the success
of other films) as weighed against the opportunity cost of exhibiting a “new”
release.





To
assure the best possible success in the box office, we may raise funds through
the issuance of stock to pay for the prints and advertising necessary to support
a films release.  In the alternative, we may enter into agreements
with Majors or other Independents to allow them to participate in the Box Office
Gross on a film in exchange for the funding of prints and advertising for the
film.





Motion Picture
Acquisitions





In
addition to developing its own production and production service activities,
Bravo plans to acquire rights to films and other programming from Independent
film producers, distribution companies and others in order to increase the
number of films it can distribute.  Bravo will seek distribution of
the entertainment product it produces and acquires through existing release
methods such as theatrical, DVD, cable, and free television as well as emerging
delivery systems, including internet-based platforms, cell phone, and
pay-per-view downloads.  Bravo will increase its ability to generate
revenue from its entertainment product by taking advantage of the expanding
modes of delivery made possible by new technology.  To be successful,
Bravo must locate and track the development and production of numerous
independent feature films.





- 9
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Production





The
Company plans to identify and produce several projects in the next few
years.  The Company will receive a production fee for its services as
well as potential equity participation in the film or other entertainment
project.  As its production slate increases, the Company will employ
additional creative talent to fulfill the various production roles required to
produce quality entertainment product.  The Company will receive
production fees for the work of its production personnel in addition to the
distribution fees it will receive from the sale of the completed entertainment
product.





Distribution





One
of the most important aspects of the media industry is distribution. Once a
media project is produced, it must be distributed.  Bravo plans to
employ an experienced sales agent  to head the distribution efforts of
the Company.  The sales agent will attend the various film markets and
festivals such as the American Film Market, the Cannes film festival and market,
MIP and MIP TV.  The sales agent will also contact network
programmers, DVD buyers, pay and free TV agents, and theatrical buyers with the
intent of accomplishing domestic and international distribution.





There
can be no assurance that we will be able to obtain distributors for our films;
however, the Company believes that if it is able to obtain commitments of
appropriate, internationally recognizable actors; appealing literary properties;
and respected production personnel, its film properties will be suitable for
distribution.





Although the likelihood of developing a distribution arrangement may be
increased by addressing the above-mentioned factors, the likelihood of
developing a favorable distribution arrangement is dependent upon several
factors beyond our control.  Some of these factors include the relative
current demand for our type of film offering, the industry-wide supply of that
type and competing types of films available for distribution, the financial
strength of the potential distributors, and the ever-changing demands of the
movie-going public.  Additionally, if the Company's initial attempts to
arrange for a distributor are not successful, then arranging for distribution
may become more difficult because the Company's bargaining power may have been
diminished, and it may not be able to negotiate favorable terms because its
film may be deemed to be undesirable.  Circumstances such as these may
force the Company into distribution agreements with smaller distributors who may
prove to be unable effectively to execute a successful marketing and
distribution campaign.





Because the financing of our motion pictures may be dependent on funds from
developing favorable distribution arrangements, if we are unable to arrange for
distribution, we may not be able to finance the completion of our motion
pictures or adequately promote our motion pictures.





Motion
picture revenues are derived from the worldwide licensing of a motion picture to
several distinct markets, each having its own distribution network and potential
for profit. The selection of the distributor for each of the Company's feature
films will depend upon a number of factors. The Company's most basic criterion
is whether the distributor has the ability to secure bookings for the exhibition
of the film on satisfactory terms. The Company will consider whether, when and
in what amount the distributor will make advances to us. The Company will also
consider the amount and manner of computing distribution fees and the extent to
which the distributor will guarantee certain print, advertising and promotional
expenditures.  We will consult with and hire experienced production
and distribution personnel in order to increase the likelihood that our films
and other entertainment product satisfy the demands of the movie-going public
and that our productions have the greatest possibility of finding
distribution.








- 10
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Competition





The
motion picture industry is highly competitive. The Company will face intense
competition from motion picture studios and numerous independent production
companies, most of which have significantly greater financial resources than the
Company. All of these companies compete for motion picture projects and talent
and are producing motion pictures that compete for exhibition time at theaters,
on television and on home video with pictures produced or to be produced or
distributed by the Company.  While we are confident that we can
attract and acquire the necessary projects and talent to compete, there can be
no assurance that our films and entertainment products will be successful in the
industry.





Item
1A.  Risk Factors





An investment in
our common shares involves a high degree of risk. You should carefully consider
the risks described below together with all of the other information included in
this document before making an investment decision. If any of the following
risks actually occurs, our business, results of operations, and financial
condition could suffer. In that case, the trading price of our common shares
could decline, and you may lose part or all of your investment.





We
may be unable to continue as a going concern.





Our independent registered public accounting firm has stated in their audit
report on our July 31, 2009 and 2008 consolidated financial statements, that we
have experienced recurring losses and have a  working capital deficit.
Our independent registered public accounting firm has stated in their audit
report that these conditions, among others, raise substantial doubt about our
ability to continue as a going concern.





We
have had losses, and we cannot assure future profitability.





We have reported operating losses for fiscal years 2007, 2008, and 2009, and for
preceding years back to at least 1999.  Our accumulated deficit was
$3,128,237 at July 31, 2009, of which $1,229,237 has accumulated since inception
of the development state.  Our accumulated deficit at July 31, 2008,
was $3,047,324.  We cannot assure you we will operate profitably, and
if we cannot, we may not be able to meet our debt service, working capital
requirements, capital expenditure plans, anticipated production slate or other
cash needs. Our inability to meet those needs could have a material adverse
effect on our business, results of operations, and financial
conditions.





We
do not have sufficient funds to continue as a going concern and will run out of
funds by December 31, 2009  unless we are able to raise capital
through the issuance of stock.





We currently have operating expenses related to professional services including
auditing fees, legal fees, and other expenses which exceed our current funds
available.  Unless we are able to raise additional capital through the
issuance of stock, we will not be able to continue as a going
concern.  At our current burn rate, we will be depleted of funds by
December 31, 2009, which is in the second quarter of our fiscal year ending July
31, 2010.





We
have little experience in motion picture production and distribution and will be
required to hire experienced personnel to accomplish our business
plan.





Our officers and directors have little if any experience in the production or
distribution of motion pictures and no substantial experience in the
entertainment industry.  Although we intend to hire experienced and
qualified personnel in these areas, there can be no assurance that we will be
able to do so.  Our lack of experience and potential inability to hire
qualified personnel could have a material adverse effect on our business,
results of operations, and financial conditions.











- 11
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We
face substantial capital requirements and financial risks.





Our business requires a substantial
investment of capital. The production, acquisition and distribution
of motion pictures require a significant amount of capital. A significant amount
of time may elapse between our expenditure of funds and the receipt of
commercial revenues from or government contributions to our motion pictures.
This time lapse requires us to fund a significant portion of our capital
requirements by raising money through the sale and issuance of shares of our
common stock.  Although we intend to continue to reduce the risks of
our production exposure through government and industry programs, we cannot
assure that we will be able to implement successfully these arrangements or that
we will not be subject to substantial financial risks relating to the
production, acquisition, completion and release of future motion pictures. If we
increase (through internal growth or acquisition) our production slate or our
production budgets, we may be required to increase overhead, make larger
up-front payments to talent and consequently bear greater financial risks. Any
of the foregoing could have a material adverse effect on our business, results
of operations or financial condition.





We plan to raise capital
through the sale of our common stock which may result in dilution to our current
stockholders.We anticipate using our common stock as a means of
raising capital to enable us to enter into and fund the acquisition of
entertainment projects.  We do not know how many shares will need to
be issued to fund these operations.  The sale of additional shares of
our common stock may result in significant dilution to the current
stockholders.





We do not have any available credit, bank financing, or other external sources
of liquidity.We currently do not have
any available funding.  If we are unable to obtain external financing
through the sale of our common stock, we may not be able to meet future
obligations and may not be able to successfully become active in the
entertainment industry. Our inability to generate adequate funding could have a
material adverse effect on our business, results of operations or financial
condition.





Budget overruns
may adversely affect our business. Our business model requires that
we be efficient in production of our motion pictures.  Actual motion
picture production costs often exceed their budget, sometimes significantly. The
production, completion and distribution of motion pictures are subject to a
number of uncertainties, including delays and increased expenditures due to
creative differences among key cast members and other key creative personnel or
other disruptions or events beyond our control. Risks such as death or
disability of star performers, technical complications with special effects or
other aspects of production, shortages of necessary equipment, damage to film
negatives, master tapes and recordings or adverse weather conditions may cause
cost overruns and delay or frustrate completion of a production. If a motion
picture or television production incurs substantial budget overruns, we may have
to seek additional financing from outside sources to complete production. We
cannot make assurances regarding the availability of such financing on terms
acceptable to us, and the lack of such financing could have a material adverse
effect on our business, results of operations, and financial
condition.





In addition, if a motion picture incurs substantial budget overruns, we cannot
assure that we will recoup these costs, which could have a material adverse
effect on our business, results of operations, or financial condition. Increased
costs incurred with respect to a particular film may result in any such film not
being ready for release at the intended time and the postponement to a
potentially less favorable time, all of which could cause a decline in box
office performance, and thus the overall financial success of such film. Budget
overruns could also prevent a picture from being completed or released. Any of
the foregoing could have a material adverse effect on our business, results of
operations and financial condition.





Production costs and marketing costs are rising at a faster rate than increases
in either domestic admissions to movie theatres or admission ticket prices,
leaving us more dependent on other media, such as home video, television and
foreign markets, and new media. If we cannot successfully exploit these other
media, it could have a material adverse effect on our business, results of
operations or financial condition.








- 12
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We
have no sources of revenue.





We are currently inactive and have no sources of revenue.  We have no
assets from which to generate income and will be required to raise additional
capital to continue as a going concern.





Our
revenues and results of operations may fluctuate significantly.





Revenues and
results of operations are difficult to predict and depend on a variety of
factors. Our revenues and results of operations will depend
significantly upon the commercial success of the motion pictures that we will
distribute, which cannot be predicted with certainty. Accordingly, our revenues
and results of operations may fluctuate significantly from period to period, and
the results of any one period may not be indicative of the results for any
future periods.  We cannot assure that we will manage the production,
acquisition and distribution of future motion pictures in a manner that will
provide for revenue in excess of expenses.





Our revenues and
results of operations are vulnerable to currency fluctuations. We
report our revenues and results of operations in U.S. dollars, but we
expect that a significant portion of our revenues, if any, may be earned outside
of the United States. Our principal currency exposure is between Canadian and
U.S. dollars.  We cannot accurately predict the impact of future
exchange rate fluctuations between the Canadian dollar and the U.S. dollar
or other foreign currencies on revenues and operating margins, and fluctuations
could have a material adverse effect on our business, results of operations, or
financial condition.





From time to time we may experience currency exposure on distribution and
production revenues and expenses from foreign countries, which could have a
material adverse effect on our business, results of operations, and financial
condition.





Accounting practices used in our
industry may accentuate fluctuations in operating results. In
addition to the cyclical nature of the entertainment industry, our accounting
practices (which are standard for the industry) may accentuate fluctuations in
our operating results. In accordance with generally accepted accounting
principles and industry practice, we will amortize film costs using the
“individual-film-forecast” method. Under this accounting method, we will
amortize film costs for each film based on the following ratio:





Revenue earned
by title in the current period / Estimated total revenues by title





We will regularly review, and revise when necessary, our total revenue estimates
on a title-by-title basis. This review may result in a change in the rate of
amortization and/or a write-down of the film asset to estimated fair value.
Results of operations in future years depend upon our amortization of our film
costs. Periodic adjustments in amortization rates may significantly affect these
results. In addition, we are required to expense film advertising costs as
incurred, but are also required to recognize the revenue from any motion picture
over the entire revenue stream expected to be generated by the individual
picture.





Failure
to manage future growth may adversely affect our business.





We may not be able to obtain
additional funding to meet our requirements. Our ability to grow
through acquisitions, business combinations and joint ventures, to maintain and
expand our development, production, and distribution of motion pictures and to
fund our operating expenses depends upon our ability to obtain funds through
equity or debt financing.  If we do not have access to such financing
arrangements, and if other funding does not become available on terms acceptable
to us, there could be a material adverse effect on our business, results of
operations, or financial condition.








- 13
-





We
have no film library and no production projects.





Although we intend to become active in the entertainment industry, we have no
film library and no entertainment product.  Further, we have no
production projects at this time.  If we do not develop a film library
and are unable to acquire production projects, then we will not be able to
generate revenues in the entertainment industry and may not be able to continue
as a going concern.





Our
ability to exploit the film library we will create may be limited.





A significant portion of the film
library we will create will come from a small number of titles. We
may depend on a limited number of titles for the majority of the revenues we may
generate. In addition, some of the titles that will be acquired for our library
are not presently distributed and will generate substantially no revenue. If we
cannot acquire new product and rights to popular titles through production,
distribution agreements, acquisitions, mergers, joint ventures or other
strategic alliances, it could have a material adverse effect on our business,
results of operations, or financial condition.





We do not currently have any
rights to produce or distribute any film or entertainment
project.Our success in the film industry relies heavily on
our ability to obtain rights to distribute any film or entertainment
project.  If we are unable to obtain such rights, we may not be able
to continue business in the film industry.  Failure to obtain such
rights could result in a material adverse effect on our business, results of
operations, or financial condition.





Our
success depends on external factors in the motion picture and television
industry.





Our success depends on the
commercial success of motion pictures, which is
unpredictable.





Operating
in the motion picture industry involves a substantial degree of risk. Each
motion picture is an individual artistic work, and unpredictable audience
reactions primarily determine commercial success. Generally, the popularity of
motion pictures depends on many factors, including the critical acclaim they
receive, the format of their initial release, for example, theatrical or
direct-to-video, the actors and other key talent, their genre and their specific
subject matter. The commercial success of motion pictures also depends upon the
quality and acceptance of motion pictures that our competitors release into the
marketplace at or near the same time, critical reviews, the availability of
alternative forms of entertainment and leisure activities, general economic
conditions and other tangible and intangible factors, many of which we do not
control and all of which may change. We cannot predict the future effects of
these factors with certainty, any of which factors could have a material adverse
effect on our business, results of operations, and financial
condition.





In
addition, because a motion picture’s performance in ancillary markets, such as
home video and pay and free television, is often directly related to its box
office performance, poor box office results may negatively affect future revenue
streams. Our success will depend on the experience and judgment of our
management to select and develop new investment and production opportunities. We
cannot make assurances that our motion pictures will obtain favorable reviews or
ratings, or that our motion pictures will perform well at the box office or in
ancillary markets. The failure to achieve any of the foregoing could have a
material adverse effect on our business, results of operations and financial
condition.





We could be adversely affected by
strikes or other union job actions. The motion pictures that we will
produce generally employ actors, writers, and directors who are members of the
Screen Actors Guild, Writers Guild of America, and Directors Guild of America,
respectively, pursuant to industry-wide collective bargaining agreements. Many
productions also employ members of a number of other unions, including, without
limitation, the International Alliance of Theatrical and Stage Employees, the
Teamsters and the Alliance of Canadian Cinema, Television and Radio Artists. A
strike by one or more of the unions that provide personnel essential to the
production of motion pictures could delay or halt our ongoing production
activities. Such a halt or delay, depending on the length of time, could cause a
delay or interruption in our release of new motion pictures, which could have a
material adverse effect on our business, results of operations, or financial
condition.





- 14
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We
face substantial competition in all aspects of our business.





We are smaller and less diversified than many of our competitors.Although we will be an independent
distributor and producer, we constantly compete with major U.S. and
international studios. Most of the major U.S. studios are part of large
diversified corporate groups with a variety of other operations, including
television networks and cable channels, that can provide both means of
distributing their products and stable sources of earnings that may allow them
better to offset fluctuations in the financial performance of their motion
picture and television operations. In addition, the major studios have more
resources with which to compete for ideas, storylines and scripts created by
third parties as well as for actors, directors, and other personnel required for
production. The resources of the major studios may also give them an advantage
in acquiring other businesses or assets, including film libraries, that we might
also be interested in acquiring. The foregoing could have a material adverse
effect on our business, results of operations, and financial
condition.





The motion
picture industry is highly competitive and at times may create an oversupply of
motion pictures in the market.The number of motion pictures
released by our competitors, particularly the major U.S. studios, may
create an oversupply of product in the market, reduce our share of box office
receipts, and make it more difficult for our films to succeed commercially.
Oversupply may become most pronounced during peak release times, such as school
holidays and national holidays, when theatre attendance is expected to be
highest. For this reason, and because of our more limited production and
advertising budgets, we typically would not release our films during peak
release times, which may also reduce our potential revenues for a particular
release. Moreover, we cannot guarantee that we can release all of our films when
they are otherwise scheduled. In addition to production or other delays that
might cause us to alter our release schedule, a change in the schedule of a
major studio may force us to alter the release date of a film because we cannot
always compete with a major studio’s larger promotion campaign. Any such change
could adversely impact a film’s financial performance. In addition, if we cannot
change our schedule after such a change by a major studio because we are too
close to the release date, the major studio’s release and its typically larger
promotion budget may adversely impact the financial performance of our film. The
foregoing could have a material adverse effect on our business, results of
operations, and financial condition.





The
limited supply of motion picture screens compounds this product oversupply
problem. Currently, a substantial majority of the motion picture screens in the
U.S. typically are committed at any one time to only ten to 15 films
distributed nationally by major studio distributors. In addition, as a result of
changes in the theatrical exhibition industry, including reorganizations and
consolidations and the fact that major studio releases occupy more screens, the
number of screens available to us when we want to release a picture may
decrease. If the number of motion picture screens decreases, box office
receipts, and the correlating future revenue streams, such as from home video
and pay and free television, of our motion pictures may also decrease, which
could have a material adverse effect on our business, results of operations or
financial condition.





Technological
advances may reduce our ability to exploit our motion pictures. The
entertainment industry in general and the motion picture industry in particular
continue to undergo significant technological developments, including
video-on-demand. This rapid growth of technology combined with shifting consumer
tastes could change how consumers view our motion pictures.  For example,
an increase in video-on-demand could decrease home video rentals. Other larger
entertainment distribution companies will have larger budgets to exploit these
growing trends. We cannot predict how we will financially participate in the
exploitation of our motion pictures through these emerging technologies or
whether we have the right to do so for certain of our library titles. If we
cannot successfully exploit these and other emerging technologies, it could have
a material adverse effect on our business, results of operations or financial
condition.








- 15
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The
loss of key personnel could adversely affect our business.





Our
success depends to a significant degree upon the efforts, contributions and
abilities of our senior management, including Ernest Staggs, our chief executive
officer. We cannot assure that the services of our key personnel will continue
to be available to us or that we will be able to successfully negotiate an
employment agreement. The loss of services of  this employee or any
others who may be hired in the future could have a material adverse effect on
our business, results of operations, or financial condition.





We
face risks from doing business internationally.





We
intend to distribute motion picture productions outside the United States and
Canada through third party licensees and derive revenues from these sources. As
a result, our business is subject to certain risks inherent in international
business, many of which are beyond our control. These risks
include:


•
            changes
      in local regulatory requirements, including restrictions on
      content;•
            changes
      in the laws and policies affecting trade, investment and taxes (including
      laws and policies relating to the repatriation of funds and to withholding
      taxes);•
            differing
      degrees of protection for intellectual property;•
            instability
      of foreign economies and governments;•
            cultural
      barriers; and•
            wars
      and acts of terrorism.





Any of
these factors could have a material adverse effect on our business, results of
operations, or financial condition.





Protecting
and defending against intellectual property claims may have a material adverse
effect on our business.





Our
ability to compete depends, in part, upon successful protection of our
intellectual property. We do not have the financial resources to protect our
rights to the same extent as major studios. We will attempt to protect
proprietary and intellectual property rights to our productions through
available copyright and trademark laws and licensing and distribution
arrangements with reputable international companies in specific territories and
media for limited durations. Despite these precautions, existing copyright and
trademark laws afford only limited practical protection in certain countries. We
will also distribute our products in other countries in which there is no
copyright and trademark protection. As a result, it may be possible for
unauthorized third parties to copy and distribute our productions or certain
portions or applications of our intended productions, which could have a
material adverse effect on our business, results of operations or financial
condition.








- 16
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Litigation may also be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets, or to determine the validity and
scope of the proprietary rights of others, or to defend against claims of
infringement or invalidity. Any such litigation could result in substantial
costs and the diversion of resources and could have a material adverse effect on
our business, results of operations, or financial condition. We cannot assure
that infringement or invalidity claims will not materially adversely affect our
business, results of operations, or financial condition. Regardless of the
validity or the success of the assertion of these claims, we could incur
significant costs and diversion of resources in enforcing our intellectual
property rights or in defending against such claims, which could have a material
adverse effect on our business, results of operations, or financial
condition.





Piracy
of motion pictures, including digital and internet piracy, may reduce the gross
receipts from the exploitation of our films.





Motion
picture piracy is extensive in many parts of the world, including South America,
Asia, the countries of the former Soviet Union and other former Eastern bloc
countries. Additionally, as motion pictures begin to be digitally distributed
using emerging technologies such as the internet and online services, piracy
could become more prevalent, including in the U.S., because digital formats are
easier to copy. As a result, users can download and distribute unauthorized
copies of copyrighted motion pictures over the internet. In addition, there
could be increased use of devices capable of making unauthorized copies of
motion pictures. As long as pirated content is available to download digitally,
many consumers may choose to download such pirated motion pictures rather than
pay for motion pictures. Piracy of our films may adversely impact the gross
receipts received from the exploitation of these films, which could have a
material adverse effect on our business, results of operations, or financial
condition.





We
have been involved in litigation which if resolved in a manner materially
adverse to us could have a material adverse affect on us.





We
filed a verified complaint for declaratory and injunctive relief and damages
against a Canadian citizen seeking a preliminary and permanent injunction
against purporting to act on the Company's behalf, seeking a declaratory
judgment that the defendant is not a member of the board of directors and has no
authority to act, and seeking damages for misrepresentation, conversion, and
civil theft.  On January 2, 2009, we obtained an Order of Default
Judgment, Declaratory Judgment and Permanent Injunction declaring that the
Defendant Bart Lawrence has not been authorized to take any action, including
the issuance of shares, on behalf of the Company, and enjoining Defendant from
purporting to act on behalf of the Company in any manner and to cease purporting
to sell stock in the Company, requiring Defendant to deliver to the Company's
counsel all share certificates issued or purported to be issued in the Company,
and to require the Defendant to return all property of the Company in
Defendant's possession.  The Defendant directed the issuance of a
material number of shares without the authority to do so, and those shares are
in the hands of persons who are not authorized shareholders of the
Company.  If we are unable to enforce the return of the improper
shares, then there would be a material adverse effect on our business, results
of operations, and financial condition.  If we are unable to
effectuate proper enforcement of the judgment against the Defendant, then there
would be a material adverse effect on our business, results of operations, and
financial condition.





Item
2.    Description of Property.





Properties.





Bravo's
principal place of business is located at 4155 East Jewell Avenue, Suite 500,
Denver, Colorado 80222.  Bravo leases its principal place of business
from its President with no lease payment charged at this time.  Bravo
has no production or distribution location.  Bravo does not own or
lease any properties related to the Company's discontinued operations in the
mining industry and has no interest in any mining properties or
claims.  Further, the Company's subsidiaries, Minera Oro Bravo, S.A.,
and Oro Bravo Mexico S.A. de C.V., do not own, lease, or have an interest in any
mining properties or claims.





- 17
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Item
3.    Legal Proceedings.





The Company was a defendant in an
interpleader action filed by Everest Exploration, Inc., on or about April 28,
2006, in 148th Judicial District Court, Nueces County, Texas. The Plaintiff was
Everest Exploration, Inc., and the defendants were Asset Solutions (Hong Kong)
Ltd., Raccoon Recovery, LLC, and Bravo Resource Partners Ltd. The interpleader
action related to ownership of 61,114 shares of Everest Exploration, Inc.,
common stock. The matter was resolved by settlement pursuant to which the
Company received 30,557 shares of Everest Exploration, Inc., as well as
dividends from Everest Exploration, Inc., in the amount of
$44,653.





On
or about October 2008, the Company filed a verified complaint for declaratory
and injunctive relief and damages in the District Court, City and County of
Denver, State of Colorado, against a Canadian citizen, Bart Lawrence, seeking a
preliminary and permanent injunction against the defendant to prevent him from
purporting to act on the Company's behalf, seeking a declaratory judgment that
the defendant is not a member of the board of directors and has no authority to
act, and seeking damages for misrepresentation, conversion, and civil
theft.  On January 2, 2009, the Company obtained an Order of Default
Judgment, Declaratory Judgment and Permanent Injunction from the Denver District
Court declaring that the Defendant Bart Lawrence has not been authorized to take
any action, including the issuance of shares, on behalf of the Company, and
enjoining Defendant from purporting to act on behalf of the Company in any
manner and to cease purporting to sell stock in the Company, requiring Defendant
to deliver to the Company's counsel all share certificates issued or purported
to be issued in the Company, and to require the Defendant to return all property
of the Company in Defendant's possession.  The Company is pursuing its
judgment and injunction against Bart Lawrence by seeking enforcement of the
judgment and injunction against Transfer Online, Inc., an Oregon
corporation.  Transfer Online, Inc. is a transfer agent who did not
have authority to act for the Company but on information and belief, purported
to do so.  The Company is seeking injunctive relief against Transfer
Online, Inc., to seek information it has and to preclude any action by Transfer
Online, Inc. purporting to be on behalf of the Company.





Item
4.    Submission of Matters to a Vote of Security
Holders.





No
matters were submitted to a vote of the security holders during the fourth
quarter of the fiscal year ended July 31, 2009.








PART
II





Item
5.Market Price of and Dividends on the
Registrant's Common Equity and Related Stockholder Matters.





Bravo's
common stock is currently quoted for trading on the Pink Sheets  under
the symbol "BRPNF," and the Company intends to trade on the OTCBB once the
Company fulfills the requirements for doing so.  Bravo's common stock
is not currently traded on the OTCBB so no information on prices on the OTCBB is
available.  Bravo was delisted from the OTCBB in December 2006 because
the Company was not current on its financial disclosures at that
time.





- 18
-








The
high and low sales prices quoted on the Pink Sheets for Bravo's common shares
for each quarterly period since July 31, 2007, are as follows:





YEAR
      ENDED
              07/31/07
            
            YEAR
      ENDED
              07/31/08
            
            YEAR
      ENDED
              07/31/09High
            Low
            
            High
            Low
            
            High
            Low1stQtr
            
            0.2000
            0.0100
            
            0.0050
            0.0040
            
            0.0020
            0.00012ndQtr
            
            0.0500
            0.0010
            
            0.0040
            0.0010
            
            1.0000
            0.00043rdQtr
            
            0.0490
            0.0040
            
            0.0010
            0.0010
            
            0.0030
            0.00014thQtr
            
            0.0490
            0.0040
            
            0.0010
            0.0001
            
            0.0011
            0.0002





The approximate number of holders
of Bravo's common equity as of July 31, 2009, is 100.





Bravo has
not paid dividends on its common shares and has no current plans to pay
dividends.  Bravo has no current equity compensation
plans.





Recent
Sales of Unregistered Securities.





On
or about September 15, 2008, the Company agreed to issue shares of common stock
in exchange for release of the entire balance due under the variable principal
promissory note payable to Alpine Pictures, Inc.  Pursuant to the
agreement, the Company agreed to issue 1,525,000 common shares to Alpine
Pictures, Inc., contingent upon the cease trade orders being lifted, in exchange
for satisfaction of the entire debt obligation, which the parties deemed to be
in the amount of $150,000 for this transaction.  The Company and
Alpine Pictures, Inc., agreed to issue the shares at a deemed price of $0.098
per share.





As
of July 31, 2009, the Company has entered into five share purchase agreements
with Alpine Pictures, Inc., for the issuance of shares following the lifting of
the Canadian cease trade orders.  On August 25, 2008, the Company
agreed to issue 25,000 common shares in the capital of the Company at $0.10 per
share for gross proceeds of $2,500.  On September 5, 2008, the Company
agreed to issue 50,000 common shares in the capital of the Company at $0.10 per
share for gross proceeds of $5,000.  On October 3, 2008, the Company
agreed to issue 400,000 common shares in the capital of the Company at $0.05 per
share for gross proceeds of $20,000.  On February 18, 2009, the
Company agreed to issue 300,000 common shares in the capital of the Company at
$0.05 per share for gross proceeds of $15,000.  On May 15, 2009, the
Company agreed to issue 400,000 common shares in the capital of the Company at
$0.05 per share for gross proceeds of $20,000.  The common shares are
subject to a hold period as provided by law.  The Company will issue
the shares after the Canadian cease trade orders are lifted following the filing
of the audited financial statements.





On
May 23, 2008, the Company entered into an agreement with Mr. Meier to extinguish
any and all debt or accrued fees owed to him by the Company.  In
exchange for extinguishing the $26,000 in accrued debt, the Company agreed to
issue 260,000 shares of common stock to Mr. Meier in addition to other
consideration.





On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Mr. Staggs by agreeing to settle $90,823 owed him in exchange for
700,000 shares of common stock.





On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Mr. Carter (a director) and Tabea Carter (wife of Mr. Carter and
former office manager from July 2005 to June 2006) by agreeing to settle
$104,350 owed them in exchange for 700,000 shares of common
stock.





- 19
-








In
February 2007, the Company agreed to issue 433,273 common shares in satisfaction
of a current obligation to Asset Solutions (Hong Kong) Ltd. for consulting
services with a value of $25,000 based on an average price per share of $0.06.
The liability was for consulting services at $2,500 per month for the final ten
months of a consulting agreement which began in November 2003.  Asset
Solutions is a shareholder of the Company and a director of the Company (Ernest
Staggs) represented Asset Solutions (Hong Kong) Ltd. as an
attorney.  The nature of the representation related to the recovery of
distressed assets held by Asset Solutions (Hong Kong) Ltd. as well as
miscellaneous business matters.  The consulting agreement with Asset
Solutions (Hong Kong) Ltd. provided for forty months of consulting services to
be provided by Asset Solutions (Hong Kong) Ltd. at $2,500 per
month.  The final payment under the consulting agreement was due in
February 2008.  At the option of Bravo, the monthly obligation could
be settled with the issuance of shares at the average closing price per share of
the Company's common stock for the month in which the obligation was
due.  The Company currently has a liability accrued to Asset Solutions
(Hong Kong) Ltd. in the amount of $25,000 recorded as "Liabilities due to
related parties to be settled in stock" on the accompanying consolidated
statements of operations as of July 31, 2008 and 2007.  Such amount
will be settled by the issuance of the Company's common stock as described
above, once the cease trade order has been lifted.


.


No
underwriters were involved in any sale of the Company's stock and no
underwriting fees have been involved in any transaction.  The Company
has relied on the exemption provided by Rule 506 of Regulation D for these
transactions.





As of
July 31, 2009, we had approximately 100 shareholders of record in one class of
common equity.








Item
6.    Selected Financial Data.





Not
applicable.








Item
7.    Management’s Discussion and Analysis or Plan of
Operation





As
of the fiscal year ended, July 31, 2009, and at the current time, we have two
employees, Ernest Staggs, our President, and Sheila Barrows, our Interim
Secretary.   Mr. Staggs and Ms. Barrows are our only
officers.  Neither officer is being compensated at this time.
Currently Mr. Staggs spends approximately 80% of his time on the Company’s
business, and Ms. Barrows spends less than one percent of her time on the
Company's business.





We do not
have any available credit, bank financing, or other external sources of
liquidity.  Due to historical operating losses, operations have not
been a source of liquidity.  In order to obtain capital and to satisfy
our cash needs for the next twelve months, we may need to sell additional shares
of common stock or to borrow funds from private lenders. There can be no
assurance that we will be successful in obtaining additional funding to meet our
cash needs for the next twelve months.





For this
fiscal year ending July 31, 2009, we anticipate focusing on becoming current
with our required regulatory filings and subsequently working toward the
acquisition of entertainment and film rights and properties that will allow us
to become active in the motion picture production and distribution
industry.   Any such acquisitions will require the issuance of
stock in exchange for film rights or other entertainment
properties.  To the extent practicable, the acquisition of
entertainment and film rights and projects could involve the issuance of debt or
other borrowing; however, we expect that the majority if not all of any
potential acquisitions would primarily involve the issuance of our common
stock.  We do not currently have any rights to produce or distribute
any film or entertainment project.





No
extensive product research and development is necessarily expected to be
performed over the term of the plan.





- 20
-











For the
calendar year 2009, we are not anticipating any purchase or sale of plant or
significant equipment.





Once we
have acquired some interest in film rights or other entertainment projects, we
expect to have an increase in the number of employees.  Once an
acquisition is made, we will hire a Chief Executive Officer and Chief Financial
Officer as well as one or more employees to handle production and distribution
of the projects created.





Results
of Operations for the years ended July 31, 2009 and 2008





The
following information was extracted from our audited consolidated statement of
operations to reflect changes in our financial condition.




For
      the year ended July 31, 2009 and 2008Change2009
            
            
            2008
            
            
            Amount
            
            
            PercentageRevenue:
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            
            -Total
      revenue
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Operating
      expenses
            
            
            68,300
            
            
            
            13,369
            
            
            
            54,931
            
            
            
            410.9
            %Loss
      before other income and expenses
            
            
            (68,300
            )
            
            
            (13,369
            )
            
            
            (54,931
            )
            
            
            (410.9
            %)Other
      income (expenses)Interest
      expense
            
            
            (11,894
            )
            
            
            (21,685
            )
            
            
            9,791
            
            
            
            45.1
            %Gain
      (loss) on settlement of debt
            
            
            -
            
            
            
            593
            
            
            
            (593
            )
            
            
            (100.0
            %)Loss
      on disposal of fixed asset
            
            
            (719
            )
            
            
            -
            
            
            
            (719
            )
            
            
            (100.0
            %)Gain
      on advances for film production
            
            
            -
            
            
            
            500
            
            
            
            (500
            )
            
            
            (100.0
            %)Total
            
            
            (12,613
            )
            
            
            (20,592
            )
            
            
            7,979
            
            
            
            38.7
            %Income
      before income taxes
            
            
            (80,913
            )
            
            
            (33,961
            )
            
            
            (46,952
            )
            
            
            (138.3
            %)Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            (80,913
            )
            
            $
            (33,961
            )
            
            $
            (46,952
            )
            
            
            (138.3
            %)








- 21
-








Revenue





Since
inception of the business, we have not generated material revenue and since
entering the development stage we have not generated any material revenue. We
have continued to incur expenses and have limited sources of
liquidity.  Despite our attempts to generate revenue in the debt
collection and distressed asset business as well as in the entertainment
industry, we have not been successful in generating revenues.





Operating
Expenses





Total
operating expenses increased significantly in 2009 due to the Company's
activities in becoming current with its regulatory filings. The increase of
$54,931 or 411% was caused primarily by an increase in professional accounting
services, professional legal fees, and filing fees.  During the first
portion of fiscal year 2009, the Company incurred substantial audit and
professional fees to complete its audit and file its Form 10 and related
amendments with the SEC.  The Company was able to raise additional
capital through agreements to issue common stock once the cease trade orders are
lifted on the Company's issuance of stock.  There was no payroll in
2009 due to lack of available funds to pay management fees.





Net
Income (Loss)





Net
Loss increased in 2009 ($80,913) compared to 2008 ($33,961) due to the Company's
increased expenses related to its regulatory filings as well as the Company's
continuing lack of revenues.  The increase in Net Loss $46,952
or  138% was caused primarily by an increase in professional
accounting services, professional legal fees, and filing fees.





Other
Income and Expenses





Interest
Expense decreased by $9,791 to $11,894 or 45% in 2009 because the Company
entered into a share for debt settlement agreement with Alpine Pictures, Inc.,
pursuant to which the Company agreed to issue common stock when the cease trade
orders on its stock are lifted.  During the fiscal year ended July 31,
2009 interest of $4,206 was expensed prior to settlement of the
note.   Additional interest expenses were incurred during the
current year for charges on outstanding amounts due for prior services provided
to the Company.





In
the fiscal year ended July 31, 2008, the Company sold its interest in two pilot
television projects and booked a gain on advances for film
production.  The Company had taken a write-down on those assets in the
fiscal year ended July 31, 2007, after the Company determined that the
television series would not be produced or distributed.








Liquidity
and Capital Resources





SUMMARY
      OF CASH FLOWSChange2009
            
            
            2008
            
            
            Amount
            
            
            PercentageCash
      provided by or (used in):Operating
      activities
            
            
            (61,084
            )
            
            
            351
            
            
            
            (61,435
            )
            
            
            (17,503
            %)Investing
      activities
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            %Financing
      activities
            
            
            62,500
            
            
            
            0
            
            
            
            62,500
            
            
            
            100
            %Net
      change in cash & cash equivalents
            
            
            1,416
            
            
            
            351
            
            
            
            1,065
            
            
            
            303
            %








- 22
-








Operating Activities . Change in net cash provided by operating
activities decreased in the fiscal year ended 2009 by approximately 17,503%
compared to the same period the previous year. The decrease of $61,435 is a
result of an increased loss in 2009 compared to 2008 offset by no increase in
due to related parties to be settled in stock and a much smaller increase in
accounts payable in 2009 compared to 2008.





Financing
Activities. Our net cash provided by financing activities was $62,500 for
the fiscal year ended July 31, 2009, compared to $-0- for the fiscal year ended
July 31, 2008.  The increase of $62,500 in 2009 compared to 2008 was a
result of the sale of common stock to be issued to a related party, Alpine
Pictures, Inc., contingent upon the lifting of the Canadian cease trade
orders.





Investing
Activities.Our net cash used by investing activities was $0 for the
fiscal years ended July 31, 2009 and 2008


.


Other Credit Line, Liquidity Requirements and Plan of Operations.





We
do not have any available credit, bank financing, or other external sources of
liquidity.  There can be no assurance that the Company will be
successful in obtaining additional funding to meet the Company’s cash needs for
the next twelve months.  We are a development stage company and are in
the beginning phases of our film industry operations.  Accordingly, we
have relied upon subscription sales of stock to fund our
operations.  We have also relied upon settling outstanding debts with
common stock.  We intend to continue to rely upon these methods to
fund our operations during the next year.





Stockholders’
deficit totaled $582,415  and $743,704 as of July 31, 2009 and 2008,
respectively, and the working capital was a deficit of $582,415 and $744,889 on
each respective date.





We intend to
identify films for the purpose of producing and/or distributing over the next 12
months, although we have no agreements regarding such films as of the date of
this report.





As of
July 31, 2009 and 2008, we had $2,599 and $1,183 in cash and cash equivalents.
We intend to satisfy our capital requirements for the next 12 months by
continuing to pursue private placements to raise capital, using our common stock
as payment for services in lieu of cash where appropriate, and our cash on
hand.





Recently
Issued Accounting Standards





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosure about fair
value measurements. The statement does not require any new fair value
measurements, but for some entities, the application of the statement will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company does not expect the adoption
of




SFAS
No. 157 to have a material impact on its financial statements.





In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (SFAS No. 158).
 SFAS No. 158 requires companies to recognize a net liability or asset and
an offsetting adjustment to accumulate other comprehensive income to report the
funded status of defined benefit pension and other postretirement benefit plans.
SFAS No. 158 requires prospective application, recognition and disclosure
requirements effective for the company’s fiscal year ending July 31, 2008.
Additionally, SFAS No. 158 requires companies to measure plan assets and
obligations at their year-end balance sheet date. This requirement is effective
for the company’s fiscal year ending July 31, 2010. The company is currently
evaluating the impact of the adoption of SFAS No. 158 and does not expect that
it will have a material impact on its financial statements.





- 23
-











In
February 2007, the FASB issued SFAS No. 159, the “Fair Value Option for
Financial Assets and Financial Liabilities”. SFAS 159 provides entities with an
option to report selected financial assets and liabilities at fair value and
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that select different measurement attributes. SFAS
159 is effective for fiscal years beginning after November 15, 2007. The Company
does not expect the adoption of SFAS No. 159 to have a material impact on
its financial statements.





In June
2007, the Emerging Issues Task Force (“EITF”) issued Issue No. 07-3, “Accounting
for Nonrefundable Advance Payments for Goods or Services To Be Used in Future
Research and Development Activities” (“EITF 07-3”) which concluded that
nonrefundable advance payments for goods or services to be received in the
future for use in research and development activities should be deferred and
capitalized. The capitalized amounts should be expensed as the related goods are
delivered or services are performed. Such capitalized amounts should be charged
to expense if expectations change such that the goods will not be delivered or
services will not be performed. The provisions of EITF 07-3 are effective for
new contracts entered into during fiscal years beginning after December 15,
2007. The consensus on EITF 07-3 may not be applied to earlier periods and early
adoption is not permitted.  The Company is currently evaluating the
effect of this pronouncement on its financial statements.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations - Revised 2007”. SFAS 141 (R) provides guidance on improving the
relevance, representational faithfulness, and comparability of information that
a reporting entity provides in its financial reports about a business
combination and its effects. SFAS 141R applies to business combinations where is
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The Company does not expect the
adoption of SFAS No. 141 to have a material impact on its financial
statements.





In December 2007, the FASB issued
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements -
an Amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”), which
establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No.
160 also establishes reporting requirements that provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent and
the interests of the non-controlling owners. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  The Company is currently evaluating the
effect of this pronouncement on its financial statements.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all
derivative instruments
and non-derivative instruments that are designated and qualify as hedging
instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged
items accounted for under SFAS 133. SFAS 161 requires entities to provide
greater transparency through additional disclosures about how and why an entity
uses derivative instruments, how derivative instruments and related hedged items
are accounted  for under SFAS 133 and its related interpretations, and
how derivative instruments and related hedged items affect an entity's financial
position, results of operations, and cash flows. SFAS 161 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2008.
The Company does not expect the adoption of SFAS 161 will have a material impact
on its financial condition or results of operation.





- 24
-





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. Although there is new terminology, the standard is based
on the same principles as those that currently exist in the auditing standards.
The standard also includes a required disclosure of the date through which the
entity has evaluated subsequent events and whether the evaluation date is the
date of issuance or the date the financial statements were available to be
issued. The standard is effective for interim or annual periods ending after
June 15, 2009. The Company has complied with the disclosure
requirements.





In
June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company does not expect the adoption of SFAS No. 166 to have a material impact
on its financial statements.





In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles — a
replacement of FASB Statement No. 162”. The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is non
authoritative.








- 25
-





Going
Concern





Our
independent registered public accounting firm has stated in their audit report
on our July 31, 2009 and 2008 consolidated financial statements, that we have
experienced recurring losses and have working capital deficit and that these
conditions, among others, raise substantial doubt about our ability to continue
as a going concern.





Critical
Accounting Policies and Estimates





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.  Significant
estimates includes the accounting for income taxes and uncertainty in income
taxes and depreciation and amortization.





Off-Balance
Sheet Arrangements.





We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations liquidity,
capital expenditures or capital resources and would be considered material to
investors.





Item
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not applicable.





Item
8. Financial Statements and Supplementary Data.





Our financial statements for the years ended July 31, 2009 and 2008 begin on
page F-1.









- 26
-





BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 
 
 Consolidated Financial
Statements
 for
the Years Ended 2009 and 2008
 
  
 
 INDEX
 
 
 
 
 Statement
              
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              
              F-1Consolidated
      Balance Sheets as of July 31, 2009 and 2008
              
              
              F-2Consolidated
      Statements of Operations and Comprehensive Loss for the fiscal years ended
      July 31, 2009 and 2008 and Cumulative from the beginning of the
      development stage (August 1, 2002) to July 31, 2009
      (unaudited)
              
              
              F-3Consolidated
      Statement of Changes in Stockholders’ Deficit cumulative from the
      beginning of the development stage (August 1, 2002) to July 31,
      2009
              
              
              F-4Consolidated
      Statements of Cash Flows for the fiscal years ended July 31, 2009 and 2008
      and Cumulative from the beginning of the development stage (August 1,
      2002) to July 31, 2009 (unaudited)
              
              
              F-5Notes
      to the Consolidated Financial Statements
              
              
              F-6
 
 
  - 27
-
  
 
 
 AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
 216
SIXTEENTH STREET
 SUITE
600
 DENVER,
COLORADO 80202
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Board of Directors and Stockholders
 Bravo
Resource Partners Ltd.
 Yukon,
Canada
 
 We
have audited the accompanying consolidated balance sheets of Bravo Resource
Partners, Ltd. (a development stage company) (the “Company”) as of July 31, 2009
and 2008, and the related consolidated statements of operations and
comprehensive loss, changes in stockholders’ (deficit), and cash flows for
each of the years then ended.  The financial statements cumulative
from the beginning of the development stage (August 1, 2002) to July 31, 2005
were audited by other auditors whose report included an explanatory paragraph
that expressed substantial doubt about the Company’s ability to continue as a
going concern. The financial statements cumulative from the beginning of the
development stage (August 1, 2002) to July 31, 2005 include total revenues and
net loss of $0 and $513,389, respectively.  Our opinion on the
statements of operations and comprehensive loss, stockholders’ (deficit) and
cash flows for the cumulative period from the beginning of the development stage
(August 1, 2002)  to July 31, 2009, insofar as it relates to amounts
for prior periods through July 31, 2005, is based solely on the report of the
other auditors. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based upon 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 audits to obtain reasonable assurance about whether the
consolidated 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 consolidated 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 Resource Partners, Ltd. as of
July 31, 2009 and 2008, and the results of its operations and its cash flows for
each of the years then ended and cumulative from the beginning of the
development stage (August 1, 2002) to July 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage and has no current
source of revenue, has experienced recurring losses and negative cash flows from
operations and has both an accumulated and working capital deficit at July 31,
2009 that raise substantial doubt about its ability to continue as a going
concern. Management’s plans in regard 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/AJ.
ROBBINS, P.C.
 AJ.
ROBBINS, P.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
 
 Denver,
CO
 November
12, 2009
 
 
  F -
1
  
  BRAVO RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 
 
 July
      31,2009
                
                
                2008ASSETS:CurrentCash  and
      cash equivalents
                
                $
                2,599
                
                
                $
                1,183Other
      receivables
                
                
                18
                
                
                
                18Total
      current assets
                
                
                2,617
                
                
                
                1,201Property
      and equipment, net
                
                
                -
                
                
                
                1,185Total
      Assets
                
                $
                2,617
                
                
                $
                2,386LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                
                $
                148,005
                
                
                $
                141,118Due
      to related parties
                
                
                33,527
                
                
                
                235,193Liabilities
      due to related parties to be settled in stock
                
                
                403,500
                
                
                
                51,000Notes
      payable to related party
                
                
                -
                
                
                
                318,779Total
      current liabilities
                
                
                585,032
                
                
                
                746,090Commitments
      and Contingencies:
                
                
                -
                
                
                
                -Stockholders'
      deficitPreferred
      stock:  no par value, 100,000,000 shares authorized, no shares
      issued or
                  outstanding
                
                
                -
                
                
                
                -Common
      stock:  no par value, 100,000,000 authorized,
      11,809,982issued
      and outstanding
                
                
                2,804,748
                
                
                
                2,562,546Deficit
      accumulated during development stage
                
                
                (1,229,237
                )
                
                
                (1,148,324
                )Accumulated
      deficit
                
                
                (1,899,000
                )
                
                
                (1,899,000
                )Accumulated
      other comprehensive loss
                
                
                (258,926
                )
                
                
                (258,926
                )Total
      stockholders' deficit
                
                
                (582,415
                )
                
                
                (743,704
                )Total
      liabilities and Stockholders' deficit
                
                $
                2,617
                
                
                $
                2,386
 See
accompanying notes to the audited consolidated financial
statements.
  F -
2
  BRAVO
      RESOURCE PARTNERS LTD.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSFor
      the fiscal years ended July 31,
              
              
              Cumulative
      from the beginning of development stage (August 1, 2002) to July 31,
      2009
                (Unaudited)2009
              
              
              2008REVENUE
              
              $
              -
              
              
              $
              -
              
              
              $
              -EXPENSESGeneral
      and administrative expenses
              
              
              10,189
              
              
              
              10,459
              
              
              
              825,938Professional
      fees
              
              
              58,111
              
              
              
              2,910
              
              
              
              410,455Total
      Expenses
              
              
              68,300
              
              
              
              13,369
              
              
              
              1,236,393Loss
      before other income and (expenses)
              
              
              (68,300
              )
              
              
              (13,369
              )
              
              
              (1,236,393
              )OTHER
      INCOME AND (EXPENSES)Interest
      expense
              
              
              (11,894
              )
              
              
              (21,685
              )
              
              
              (50,965
              )Settlement
      income
              
              
              -
              
              
              
              -
              
              
              
              44,653Gain
      (loss) on settlement of debt
              
              
              -
              
              
              
              593
              
              
              
              72,603Foreign
      currency translation income
              
              
              -
              
              
              
              -
              
              
              
              1,651Loss
      on write-down of other asset
              
              
              -
              
              
              
              -
              
              
              
              (20,397
              )Loss
      on disposal of fixed asset
              
              
              (719
              )
              
              
              -
              
              
              
              (719
              )Consulting
      and administrative income
              
              
              -
              
              
              
              -
              
              
              
              2,676Gain
      on advances for film production
              
              
              -
              
              
              
              500
              
              
              
              500Other
      expense
              
              
              -
              
              
              
              -
              
              
              
              (2,765
              )Other
      income
              
              
              -
              
              
              
              -
              
              
              
              2,407Total
      Other income and (expenses)
              
              
              (12,613
              )
              
              
              (20,592
              )
              
              
              49,644Loss
      before income taxes
              
              
              (80,913
              )
              
              
              (33,961
              )
              
              
              (1,186,749
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Loss from Continuing Operations
              
              $
              (80,913
              )
              
              $
              (33,961
              )
              
              $
              (1,186,749
              )DISCONTINUED
      OPERATIONS:Loss
      from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              (42,488
              )Net
      Loss
              
              $
              (80,913
              )
              
              $
              (33,961
              )
              
              $
              (1,229,237
              )OTHER
      COMPREHENSIVE LOSSForeign
      currency translation adjustments
              
              
              -
              
              
              
              -
              
              
              
              (258,926
              )Comprehensive
      loss
              
              $
              (80,913
              )
              
              $
              (33,961
              )
              
              $
              (1,488,163
              )BASIC
      AND DILUTED LOSS PER COMMON SHARE:Basic
      and diluted loss per common share
              
              $
              (0.01
              )
              
              $
              (0.00
              )Weighted
      average number of common shares outstanding
              
              
              11,809,982
              
              
              
              11,809,982
 
 See
accompanying notes to the audited consolidated financial
statements.
  F -
3
  
 BRAVO
      RESOURCE PARTNERS LTD.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICITCumulative
      from the beginning of the development stage (August 1, 2002) to July 31,
      2009Common StockNumber
                  ofShares
              
              
              Amount
              
              
              Accumulated
                  OtherComprehensiveLoss
              
              
              StockSubscriptionsReceived
                In
      Advance
              
              
              Deficit
                    Accumulated
                  During
                Development
                Stage
              
              
              Accumulated
                Deficit
              
              
              TotalOpening
      balance beginning of development stage (August 1, 2002),
      Unaudited
              
              
              2,515,240
              
              
              $
              1,811,238
              
              
              $
              (241,911
              )
              
              $
              -
              
              
              $
              -
              
              
              $
              (1,899,000
              )
              
              $
              (329,673
              )Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (96,028
              )
              
              
              -
              
              
              
              (96,028
              )Shares
      issued on January 20, 2003 upon the conversion of $139,708 (CDN 195,000)
      in convertible notes at $0.107 (CDN 0.149) Per share
              
              
              1,305,001
              
              
              
              139,708
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              139,708Shares
      issued for cash on December 23, 2002 at $0.0357 (CDN 0.05) Per
      share
              
              
              1,000,000
              
              
              
              35,695
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              35,695Shares
      issued on December 23, 2002 upon the conversion of convertible notes of
      $35,695 (CDN 50,000) at $0.0357 (CDN 0.05) Per share
              
              
              1,000,000
              
              
              
              35,695
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              35,695Adjustment
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Balance
      at July 31, 2003, Unaudited
              
              
              5,820,241
              
              
              
              2,022,336
              
              
              
              (241,911
              )
              
              
              -
              
              
              
              (96,028
              )
              
              
              (1,899,000
              )
              
              
              (214,603
              )Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (208,779
              )
              
              
              
              
              
              
              (208,779
              )Foreign
      currency translation adjustments
              
              
              -
              
              
              
              -
              
              
              
              (17,015
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (17,015
              )Shares
      and warrants issued for cash on November 6, 2004 at $.0753 (CDN 0.10) per
      unit
              
              
              334,350
              
              
              
              25,180
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              25,180Shares
      and warrants issued for cash on November 14, 2003 at $0.115 (CDN 0.15) per
      unit
              
              
              259,740
              
              
              
              29,895
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              29,895Shares
      and warrants issued for cash on May 28, 2004 at $0.109 (CDN 0.15) per
      unit
              
              
              131,580
              
              
              
              14,459
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              14,459Shares
      issued on November 14, 2003 for debt of $125,724 (CDN 167,462) at $0.112
      (CDN 0.15) Per share
              
              
              1,116,410
              
              
              
              125,754
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              125,754Cancellation
      of escrow shares on October 22, 2003
              
              
              (83,746
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Subscription
      received in advance
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              31,573
              
              
              
              -
              
              
              
              -
              
              
              
              31,573Balance
      at July 31, 2004, Unaudited
              
              
              7,578,575
              
              
              
              2,217,624
              
              
              
              (258,926
              )
              
              
              31,573
              
              
              
              (304,807
              )
              
              
              (1,899,000
              )
              
              
              (213,536
              )Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (208,582
              )
              
              
              
              
              
              
              (208,582
              )Shares
      and warrants issued for cash on August 17, 2004 at $0.11307 (CDN 0.15) per
      unit
              
              
              141,950
              
              
              
              16,573
              
              
              
              -
              
              
              
              (16,573
              )
              
              
              -
              
              
              
              -
              
              
              
              -Shares
      and warrants issued for cash on August 17, 2004 at $0.15 per
      unit
              
              
              100,000
              
              
              
              15,000
              
              
              
              -
              
              
              
              (15,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -Shares
      issued on December 9, 2004 for amounts due to a related party at $0.07962
      per share
              
              
              376,809
              
              
              
              30,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,000Shares
      issued for cash on October 27, 2004 at $0.10 per share
              
              
              500,000
              
              
              
              50,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              50,000Shares
      issued on February 7, 2005 for services provided at $0.10 per
      share.
              
              
              500,000
              
              
              
              50,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              50,000Shares
      issued on June 24, 2005 for amounts due to a related party at $0.0507 per
      share
              
              
              295,807
              
              
              
              15,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              15,000Balance
      at July 31, 2005, Unaudited
              
              
              9,493,141
              
              
              
              2,394,197
              
              
              
              (258,926
              )
              
              
              -
              
              
              
              (513,389
              )
              
              
              (1,899,000
              )
              
              
              (277,118
              )Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (485,724
              )
              
              
              
              
              
              
              (485,724
              )Shares
      issued on October 31, 2006 for amounts due to a related party at $0.0656
      per share
              
              
              114,329
              
              
              
              7,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,500Shares
      issued for cash on February 2, 2006 at $0.0434 per share
              
              
              345,554
              
              
              
              15,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000Shares
      issued on May 10, 2006 for amounts due to a related party at $0.0704 per
      share
              
              
              106,958
              
              
              
              7,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,500Shares
      issued on May 18, 2006 for amounts due to a related party at $0.10 per
      share
              
              
              500,000
              
              
              
              50,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,000Shares
      issued on May 25, 2006 for amounts due to a related party at $0.07068 per
      share
              
              
              1,250,000
              
              
              
              88,349
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              88,349Balance
      at July 31, 2006
              
              
              11,809,982
              
              
              
              2,562,546
              
              
              
              (258,926
              )
              
              
              -
              
              
              
              (999,113
              )
              
              
              (1,899,000
              )
              
              
              (594,493
              )Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (115,250
              )
              
              
              -
              
              
              
              (115,250
              )Balance
      at July 31, 2007
              
              
              11,809,982
              
              
              
              2,562,546
              
              
              
              (258,926
              )
              
              
              -
              
              
              
              (1,114,363
              )
              
              
              (1,899,000
              )
              
              
              (709,743
              )Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (33,961
              )
              
              
              -
              
              
              
              (33,961
              )Balance
      at July 31, 2008
              
              
              11,809,982
              
              
              
              2,562,546
              
              
              
              (258,926
              )
              
              
              -
              
              
              
              (1,148,324
              )
              
              
              (1,899,000
              )
              
              
              (743,704
              )Gain
      on settlement of accrued liabilities and related
      party      note payable recorded as
      contributed capital
              
              
              -
              
              
              
              242,202
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              242,202Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (80,913
              )
              
              
              -
              
              
              
              (80,913
              )Balance
      at July 31, 2009
              
              
              11,809,982
              
              
              $
              2,804,748
              
              
              $
              (258,926
              )
              
              $
              -
              
              
              $
              (1,229,237
              )
              
              $
              (1,899,000
              )
              
              $
              (582,415
              )
 
 
 See
accompanying notes to the audited consolidated financial
statements.
  F -
4
  BRAVO RESOURCE PARTNERS
      LTD.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the fiscal years ended July 31,
                  
                  
                  Cumulative
      from the beginning of development stage (August 1, 2002) to July 31,
      2009(Unaudited)2009
                  
                  
                  2008CASH
      FLOWS (TO) FROM OPERATING ACTIVITIESNet
      income (loss) from operations
                  
                  $
                  (80,913
                  )
                  
                  $
                  (33,961
                  )
                  
                  $
                  (1,229,237
                  )Adjustments
      to reconcile net  loss to net cash used inoperating
      activitiesLoss
      from discontinued
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  42,488Loss
      on disposal of fixed asset
                  
                  
                  719
                  
                  
                  
                  -
                  
                  
                  
                  719Loss
      on write down of other assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,397Gain
      on settlement of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (72,010
                  )Depreciation
      expense
                  
                  
                  466
                  
                  
                  
                  460
                  
                  
                  
                  7,356Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000Changes
      in assets and liabilitiesDecrease
      (increase) in other receivables
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,421Decrease
      (Increase) in prepaid expenses
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  37Increase
      (decrease) in accounts payable and accrued liabilities
                  
                  
                  6,887
                  
                  
                  
                  10,058
                  
                  
                  
                  432,071Increase
      (decrease) in due to related parties to be settled in stock
                  
                  
                  -
                  
                  
                  
                  9,750
                  
                  
                  
                  27,250Increase
      in due to related parties
                  
                  
                  11,757
                  
                  
                  
                  14,044
                  
                  
                  
                  198,684Net
      cash (used in) provided by operating activities
                  
                  
                  (61,084
                  )
                  
                  
                  351
                  
                  
                  
                  (501,824
                  )CASH
      FLOWS (TO) FROM INVESTING ACTIVITIESPurchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,194
                  )Acquisition
      of receivables portfolios
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (76,171
                  )Advances
      for film production
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (20,397
                  )Collection
      of receivables portfolios
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,139Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (74,623
                  )CASH
      FLOWS (TO) FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  170,229Stock
      subscriptions received in advance
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  31,753Proceeds
      from notes payable-related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  328,575Repayment
      of promissory notes payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,811
                  )Proceeds
      from sale of common stock to be issued
                  
                  
                  62,500
                  
                  
                  
                  -
                  
                  
                  
                  62,500Repayments
      to related parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,000
                  )Net
      cash provided by (used in) financing activities
                  
                  
                  62,500
                  
                  
                  
                  -
                  
                  
                  
                  578,246Effect
      of foreign currency translation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  364Change
      in cash and cash equivalents during period
                  
                  
                  1,416
                  
                  
                  
                  351
                  
                  
                  
                  2,163Cash
      and cash equivalents beginning of the period
                  
                  
                  1,183
                  
                  
                  
                  832
                  
                  
                  
                  436Cash
      and cash equivalents end of the period
                  
                  $
                  2,599
                  
                  
                  $
                  1,183
                  
                  
                  $
                  2,599
 See
accompanying notes to the audited consolidated financial
statements.
  F -
5
  BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 1.               
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
 
 Organization
 Bravo
Resource Partners Ltd. (the “Company”) was incorporated in the Province of
British Columbia on November 14, 1986.  On May 6, 1994, we changed our
business name to Oro Bravo Resources Ltd. On January 21, 2000, the Company moved
its corporate domicile to the Yukon Territory in British Colombia, Canada under
the Business Corporations Act and subsequently changed our business name to
Bravo Resource Partners Ltd. Effective August 18, 2003, in
accordance with the revised TSX Venture Exchange (“TSX-V”) Policy 2.5, the
Company was transferred to the NEX board.  As of 2006, the Company no
longer trades on the NEX board.  It was previously designated a TSX
Venture inactive issuer; however, the Company discontinued operations and is
considered to be in the development stage.  The Company’s fiscal year
end is July 31.  Prior to becoming inactive, Bravo Resource Partners
Ltd. was engaged in the acquisition, exploration, and development of mineral
properties, and briefly sought a business opportunity in the consumer debt
portfolio industry.  Bravo has attempted to become active in the debt
portfolio and distressed asset recovery business as well as the film editing and
multi-media production industry; however, at this time Bravo is inactive and
remains in the development stage.   Bravo plans to become active
in the film production and entertainment industry once the Company finds an
appropriate entertainment project and obtains the financial ability to do
so.
 
 Going
concern
 The
Company’s consolidated financial statements are prepared in conformity with
generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  However,
as shown in the accompanying consolidated financial statements, the Company has
sustained substantial losses from operations since inception, and as of July 31,
2009, had an accumulated deficit of $3,128,237 and a working capital deficit of
$582,415.  The Company has no current source of
revenue.  These factors, among others, raise substantial doubt that
the Company will be able to continue as a going concern for a reasonable amount
of time.  These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the
Company be unable to continue operations.  The Company's continuation
as a going concern is contingent upon its ability to obtain additional
financing, and to generate revenue and cash flow to meet its obligations on a
timely basis.  It is management's plan in this regard to obtain
additional working capital through equity financing.  The Company is
currently precluded from issuing stock because it is subject to cease trade
orders issued by the British Columbia Securities Commission and the Alberta
Securities Commission.  The cease trade orders were issued because of
the Company's failure to provide the required financial
disclosures.  The Company plans to apply to have the cease trade
orders lifted once it becomes current on its financial disclosures.
 
 
 2.               
SIGNIFICANT ACCOUNTING POLICIES
 
 Principles
of consolidation
 These
consolidated financial statements include the accounts of the Company and its
wholly-owned inactive subsidiaries, Minera Oro Bravo S.A., a Company
incorporated in Costa Rica, and Minera Oro Bravo Mexico, S.A. de C.V., a Company
incorporated in Mexico.  All material inter-company balances and
transactions were eliminated upon consolidation.
 
 Unaudited
Cumulative Financial Statements
 The
financial information included on the accompanying consolidated statements of
operations and comprehensive loss, consolidated statements of changes in
stockholders' deficit and consolidated statements of cash flows for the
cumulative period from the beginning of the development stage (August 1, 2002)
to July 31, 2009 is considered unaudited.  The financial information
included in this cumulative period for the years ended July 31, 2009, 2008, 2007
and 2006 has been audited by the Company's current auditors'; however, Rule 2-05
of Regulation S-X states the report of auditors of the prior periods must be
presented as they are referenced as having audited a portion of the cumulative
data.  As it is not practical for the Company to meet the requirements
to include the reports of its prior auditors, the cumulative information must be
labeled as unaudited.
 
 
  F -
6
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 2.            
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Fair
Value of Financial Instruments
 Cash,
receivables, accounts payable, accrued liabilities, due to related parties and
notes payable to related party are carried at amounts which reasonably
approximate their fair value due to the short-term nature of these amounts or
due to variable rates of interest which are consistent with current market
rates.
 
 Cash
and Cash Equivalents
 For
purposes of reporting cash flows, cash and cash equivalents consist of time
deposits and all liquid instruments with original maturities of three months or
less.
 
 Property
and Equipment
 Property
and equipment consists of computer and software which have been fully
depreciated.  Depreciation is provided for computer and software on
the straight-line method over the estimated useful lives of the assets of three
to five years.  Expenditures for major betterments and additions are
charged to the property accounts, while replacements, maintenance, and repairs
that do not improve or extend the lives of the respective assets are charged to
expense.  Depreciation expense was $460 and $466 for the years
ended July 31, 2008 and 2009.
 
 Advances for Film
Production:
 Capitalized
film costs consist of investments in films which include the unamortized costs
of completed films which have been produced by the Company or for which the
Company has acquired distribution rights or film libraries.
 
 For films
produced by the Company, capitalized costs include all direct production and
financing costs, and production overhead. For acquired films, these capitalized
costs consist of minimum guarantee payments to acquire the distribution
rights.
 
 Costs of
acquiring and producing films and of acquired libraries are amortized using the
individual-film-forecast method, whereby these costs are amortized and
participation and residual costs are accrued in the proportion that current
year’s revenue bears to management’s estimate of ultimate revenue at the
beginning of the current year expected to be recognized from the exploitation,
exhibition or sale of the films.
 
 Ultimate
revenue includes estimates over a period not to exceed ten years following the
date of initial release. For titles included in acquired libraries, ultimate
revenue includes estimates over a period not to exceed ten years following the
date of acquisition.
 
 Capitalized
film costs are stated at the lower of amortized cost or estimated fair value on
an individual film basis. The valuation of investment in films is reviewed on a
title-by-title basis, when an event or changes in circumstances indicated that
the fair value of a film is less than its unamortized cost. The fair value of
the film is determined using management’s future revenue and cost estimates.
Additional amortization is recorded in the amount by which the unamortized costs
exceed the estimated fair value of the film. Estimates of future revenue involve
measurement uncertainty and it is therefore possible that reductions in the
carrying value of investment in films may be required as a consequence of
changes in management’s future revenue estimates.
 
 Films in
progress include the accumulated costs of production, which have not yet been
completed by the Company.
 
 
  F -
7
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 2.             SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 
 Films in
development include costs of acquiring film rights to original screenplays and
costs to adapt such projects. Such costs are capitalized and, upon commencement
of production, are transferred to production costs. Projects in development are
written off at the earlier of the date determined not to be recoverable or when
abandoned, or three years from the date of the initial
investment.  See Note 7.
 
 Estimates
 The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the year.  Actual results could differ from those
estimates.  Significant estimates include accounting for income taxes
and uncertainty in income taxes and depreciation.
 
 Income
Taxes
 In
accordance with SFAS 109, Accounting for Income Taxes, the Company accounts for
income taxes under the asset and liability 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 basis and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary 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 enactment date.
 
 The
Company has adopted FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”) as of
August 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in companies’ financial statements in accordance with FASB Statement
No. 109, Accounting for Income Taxes. As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. FIN 48
only allows the recognition of those tax benefits that have a greater than fifty
percent likelihood of being sustained upon examination by the taxing
authorities. As a result of implementing FIN 48, the Company’s management has
reviewed the Company’s tax positions and determined there were no outstanding,
or retroactive tax positions with less than a 50% likelihood of being sustained
upon examination by the taxing authorities, therefore the implementation of this
standard has not had a material affect on the Company.
 
 Based on
its evaluation, the Company has concluded that there are no significant
uncertain tax positions requiring recognition in its financial statements. The
Company’s evaluation was performed for the tax years ended July 31, 2005 through
2009 for U.S. Federal Income Tax and for the State of Colorado Income Tax,
the tax years which remain subject to examination by major tax jurisdictions as
of July 31, 2009.
 
 The
Company does not have any unrecognized tax benefits as of August 1, 2007 and
July 31, 2009 which if recognized would affect the Company’s effective income
tax rate.
 
 The
Company’s policy is to recognize interest and penalties related to income tax
issues as components of income tax expense. The Company did not recognize or
incur any accrual for interest and penalties relating to income taxes as of
August 1, 2007 or July 31, 2009.
 
  F -
8
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 2.          SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 
 Basic
and Diluted Net Loss Per Share
 Statement
of Financial Accounting Standards No. 128, Earnings Per Share, (“SFAS
128”) provides for the calculation of “Basic” and “Diluted” earnings per
share.  Basic net loss per common share includes no dilution and is
computed by dividing the net loss by the weighted average number of common
shares outstanding during each period.  All potentially dilutive
securities have been excluded from the computations since they would be
antidilutive.  As of July 31, 2009 and 2008, there are no outstanding
warrants, options or other potentially dilutive Securities
outstanding.
 
 Concentrations
of Credit Risk
 The
Company maintains all cash in bank accounts, which at times may exceed federally
insured limits.  The Company has not experienced a loss in such
accounts.
 
 Reclassifications
 Certain
amounts in the prior year financial statements have been reclassified for
comparative purposes to conform to the current year presentation.
 
 Stock-Based
Compensation
 On August
1, 2006, the Company adopted SFAS No. 123 (R) “Share-Based Payment” which
requires the measurement and recognition of compensation expense for all
share-based payment awards made to employees and directors including employee
stock options and employee stock purchases related to a Employee Stock Purchase
Plan based on the estimated fair values.
 
 The
Company adopted SFAS No. 123(R) using the modified prospective transition
method, which required the application of the accounting standard as of August
1, 2006. The accompanying consolidated financial statements as of and for the
year ended July 31, 2009 reflect the impact of SFAS No. 123(R). In accordance
with the modified prospective transition method, the Company’s accompanying
consolidated financial statements for the prior periods have not been restated,
and do not include the impact of SFAS No. 123(R). The Company did not recognize
any stock based compensation expense under SFAS No. 123(R) for the years ended
July 31, 2009 or 2008.
 
 Recent
Pronouncements
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosure about fair
value measurements. The statement does not require any new fair value
measurements, but for some entities, the application of the statement will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The adoption of  SFAS No. 157 did not
have a material impact on its financial statements.
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (SFAS No. 158).
 SFAS No. 158 requires companies to recognize a net liability or asset and
an offsetting adjustment to accumulate other comprehensive income to report the
funded status of defined benefit pension and other postretirement benefit plans.
SFAS No. 158 requires prospective application, recognition and disclosure
requirements effective for the company’s fiscal year ending July 31, 2009.
Additionally, SFAS No. 158 requires companies to measure plan assets and
obligations at their year-end balance sheet date. This requirement is effective
for the company’s fiscal year ending July  31, 2010. The company is
currently evaluating the impact of the adoption of SFAS No. 158 and does not
expect that it will have a material impact on its financial
statements.
 
  F -
9
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 2.          SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 
 Recent
Pronouncements (Continued)
 
 In
February 2007, the FASB issued SFAS No. 159, the “Fair Value Option for
Financial Assets and Financial Liabilities”. SFAS 159 provides entities with an
option to report selected financial assets and liabilities at fair value and
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that select different measurement attributes. SFAS
159 is effective for fiscal years beginning after November 15, 2007. The
adoption of SFAS No. 159 did not have a material impact on the Company's
financial statements.
 
 In June
2007, the Emerging Issues Task Force (“EITF”) issued Issue No. 07-3, “Accounting
for Nonrefundable Advance Payments for Goods or Services To Be Used in Future
Research and Development Activities” (“EITF 07-3”) which concluded that
nonrefundable advance payments for goods or services to be received in the
future for use in research and development activities should be deferred and
capitalized. The capitalized amounts should be expensed as the related goods are
delivered or services are performed. Such capitalized amounts should be charged
to expense if expectations change such that the goods will not be delivered or
services will not be performed. The provisions of EITF 07-3 are effective for
new contracts entered into during fiscal years beginning after December 15,
2007. The consensus on EITF 07-3 may not be applied to earlier periods and early
adoption is not permitted.  The adoption of EITF 07-3 did not have a
material impact on the Company's financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations - Revised 2007”. SFAS 141 (R) provides guidance on improving the
relevance, representational faithfulness, and comparability of information that
a reporting entity provides in its financial reports about a business
combination and its effects. SFAS 141R applies to business combinations where is
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The Company does not expect the
adoption of SFAS No. 141 to have a material impact on its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements - an Amendment of Accounting Research Bulletin
No. 51” (“SFAS No. 160”), which establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS No. 160 also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
No. 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  The Company does not
expect the adoption of SFAS No. 160 to have a material impact on its
financial statements.
 
  F -
10
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 2.            
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent
Pronouncements (Continued)
 
 In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all
derivative instruments and non-derivative instruments that are designated and
qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and
related hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures about how and why an
entity uses derivative instruments, how derivative instruments and related
hedged items are accounted  for under SFAS 133 and its related
interpretations, and how derivative instruments and related hedged items affect
an entity's financial position, results of operations, and cash flows. SFAS 161
is effective as of the beginning of an entity's first fiscal year that begins
after November 15, 2008. The Company does not expect the adoption of SFAS 161
will have a material impact on its financial condition or results of
operation.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.
 
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. Although there is new terminology, the standard is based
on the same principles as those that currently exist in the auditing standards.
The standard also includes a required disclosure of the date through which the
entity has evaluated subsequent events and whether the evaluation date is the
date of issuance or the date the financial statements were available to be
issued. The standard is effective for interim or annual periods ending after
June 15, 2009. The Company has complied with the disclosure
requirements.
 
 In
June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company does not expect the adoption of SFAS No. 166 to have a material impact
on its financial statements.
 
 In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles — a
replacement of FASB Statement No. 162”. The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is non
authoritative.
 
  F -
11
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 3.            
CAPITAL STOCK
 
 On May
4, 2006 the Company announced that its common stock was approved for
trading on the Over the Counter Bulletin Board (OTCBB) and Pink
Sheets.  The Company’s common stock trades under the stock symbol
“BRPNF”.  On December 5, 2006, the Company received a cease trade order
from the British Columbia Securities Commission, and subsequently, the Company
received a cease trade order from the Alberta Securities
Commission.  The reason for the cease trade orders was the failure to
file current audited financial information and management discussion and
analysis.
 
 There
were no equity transactions during the years ended July 31, 2009 or
2008.  See Note 4 for liabilities due to related parties to be settled
in stock.  See Note 10 for liabilities due to related parties to be
settled in stock transactions occurring subsequent to year end.
 
 4.            
RELATED PARTY TRANSACTIONS
 
 Current
Liabilities
 At
July 31, 2009 and 2008, the Company had amounts of $33,527 and $235,193 due to
directors, former directors and officers, and related parties for services
provided, expenses incurred on behalf of the Company, and for cash advances made
to the Company. These amounts are unsecured, without interest and have no
specific terms of repayment. A majority of the balance due represents accruals
for services rendered during 2007 and prior.  During the fiscal year
ended July 31, 2009, $209,217 of the amounts due to related parties as of July
31, 2008 were settled and the settled amounts were reclassified to liabilities
due to related parties to be settled in stock.
 
 Notes
Payable
 
 On August
1, 2005, the Company issued a variable principal promissory note to Alpine
Pictures, Inc., a related party.   The note was non-interest bearing
and was due 180 days from written demand by payee.  In the event of
default, the note bears interest at 10% compounded monthly, beginning 190 days
after written demand.  The Company received written demand for payment
of this note on August 29, 2007, making the note due by February 25,
2008.  The Company failed to pay the balance in full.  As a
result, interest started accruing at the rate of 10%, compounding monthly on
March 7, 2008.  The balance of this note as of July 31, 2008 was
$318,779.  Accrued interest on this note amounted to $14,044 as of
July 31, 2008 and 2007, respectively.  The accrued interest is
recorded as due to related parties on the accompanying consolidated balance
sheets.  The Company and Alpine disagreed on the amount due under this
note on September 15, 2008, the Company entered into a Share for Debt Settlement
Agreement whereby the Company agreed to issue 1,525,000 shares of its common
stock upon the lifting of the cease trade orders in exchange for the
extinguishment of all amounts due under this promissory note.  See
settlement discussion below.
 
 During
the fiscal year ended July 31, 2009 and 2008, the Company entered into the
following related party transactions:
 
 On May
23, 2008, the Company entered into an agreement to satisfy all amounts due or
which may be due to one of the directors of the Company.  In exchange
for a full and final release of all amounts owed for consulting, expenses, and
director fees, the Company agreed to issue, contingent upon the cease trade
orders being lifted, to Meier Ludwig, LLC (a Company owned by the director),
260,000 common shares at an agreed upon value of $0.10 per share for total value
of $26,000, and the Company agreed to transfer its interest in shares of Everest
Exploration, Inc., to Meier Ludwig, LLC.  The value of the Company’s
stock to be issued of $26,000 has been recorded as liabilities due to related
parties to be settled in stock on the accompanying consolidated balance sheet as
of July 31, 2009 and 2008.  See table below regarding liabilities due
to related parties to be settled in stock.
 
 On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Tyrone Carter (a director) and Tabea Carter (wife of Tyrone
Carter and former office manager from July 2005 to June 2006) by agreeing to
settle $104,350 owed them in exchange for 700,000 shares of common stock, which
shares will be owned jointly by Mr. and Ms. Carter.  The value of the
stock was agreed upon at $70,000 or $0.10 per share for settlement purposes
only, notwithstanding the acknowledgement of the parties that the actual value
of each share was below the $0.10 price per share.  The actual value
of the shares issued was $1,400 based upon the closing price of $0.002 per share
on September 15, 2008The difference of $34,350 between what was owed and the
settlement amount was recorded as contributed capital during its first quarter
of fiscal 2009 and is included on the accompanying consolidated statement of
changes in stockholders’ deficit for the fiscal year ended July 31,
2009.  Each party is aware the Company is unable to issue stock until
the cease trade order is lifted.  The settled liability amount will
remain on the Company’s books until the stock is issued.   See table
below regarding liabilities due to related parties to be settled in
stock.  The shares will be issued after the British Columbia and
Alberta cease trade orders are lifted.
  F -
12
  BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 4.              
RELATED PARTY TRANSACTIONS (Continued)
 
 On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Ernest Staggs, a director, by agreeing to settle $90,823 owed him
in exchange for 700,000 shares of common stock.  The value of the
stock was agreed upon at $70,000 or $0.10 per share for settlement purposes
only, notwithstanding the acknowledgement of the parties that the actual value
of each share was below the $0.10 price per share. The actual value of the
shares issued was $1,400 based upon the closing price of $0.002 per share on
September 15, 2008. The difference of $20,823 between what was owed and the
settlement amount was recorded as contributed capital during the first quarter
of fiscal 2009 and is included on the accompanying consolidated statement of
changes in stockholders’ deficit for the fiscal year ended July 31,
2009.  Each party is aware the Company is unable to issue stock until
the cease trade order is lifted.  The settled liability amount will
remain on the Company’s books until the stock is issued.  See table below
regarding liabilities due to related parties to be settled in
stock.  The shares will be issued after the British Columbia and
Alberta cease trade order is lifted.
 
 On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Alpine Pictures, Inc., a related party.  The parties
agreed to convert the entire balance due under the variable principal promissory
note payable including interest to Alpine Pictures, Inc., of $337,029 into
shares of common stock.  Pursuant to the agreement, the Company agreed
to issue 1,525,000 common shares to Alpine Pictures, Inc., contingent upon the
cease trade orders being lifted, in exchange for satisfaction of the entire debt
obligation, which the parties deemed to be in the
 amount of
$150,000 for this transaction.  The Company and Alpine Pictures, Inc.,
agreed to issue the shares at a deemed price of $0.098 per share.  The
difference of $187,029 between what was owed and the settlement amount was
recorded as contributed capital during the first quarter of fiscal 2009 and
is included on the accompanying consolidated statement of changes in
stockholders’ deficit for the fiscal year ended July 31, 2009. Each party is
aware the Company is unable to issue stock until the cease trade order is
lifted.  The settled liability amount will remain on the Company’s
books until the stock is issued.  See table below regarding
liabilities due to related parties to be settled in stock.  The shares
will be issued after the British Columbia and Alberta cease trade order is
lifted.
 
 As of
July 31, 2009, the Company has entered into five share purchase agreements with
Alpine Pictures, Inc., for the issuance of shares following the lifting of the
cease trade order.  On August 25, 2008, the Company agreed to issue
25,000 common shares in the capital of the Company at $0.10 per share for gross
proceeds of $2,500.  On September 5, 2008, the Company agreed to issue
50,000 common shares in the capital of the Company at $0.10 per share for gross
proceeds of $5,000.  On October 3, 2008, the Company agreed to issue
400,000 shares of common stock of the Company at $0.05 per share for gross
proceeds of $20,000.  On February 18, 2009, the Company agreed to
issue 300,000 shares of common stock of the Company at $0.05 per share for gross
proceeds of $15,000.  On May 15, 2009, the Company agreed to issue
400,000 shares of common stock of the Company at $0.05 per share for gross
proceeds of $20,000.  Subsequent to the fiscal year ended July 31,
2009, on August 25, 2009, the Company agreed to issue 600,000 shares of common
stock of the Company at $0.05 per share for gross proceeds of
$30,000.  The common shares are subject to a hold period as provided
by law.  Since the Company is unable to issue the stock, the sales
prior to July 31, 2009 of $62,500 have been recorded as liabilities due to
related parties to be settled in stock on the accompanying consolidated balance
sheet as of July 31, 2009.  See table below regarding liabilities due to
related parties to be settled in stock.  The shares will be issued
after the British Columbia and Alberta cease trade order is lifted.
 
 
 
 
 
 
 
 
 
 
 
  F -
13
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 4.              
RELATED PARTY TRANSACTIONS (Continued)
 
 Liabilities due to related
parties to be settled in stock
 
 The
following table sets forth the total liability amount to be settled by the
issuance of common shares as of the dates set forth contingent upon the cease
trade orders from the British Columbia Securities Commission and the Alberta
Securities Commission being lifted.  If the Company is unable to have
the cease trade orders lifted and therefore is unable to issue the common shares
set forth below, then the liabilities will be settled in cash at their recorded
values set forth herein or otherwise renegotiated.
 
 Liabilities
      due to related parties to be settled in stock
              
              Liability
      Amount
              
              
              Shares
      to be Issued
              
              
              Price
      per shareBalance
      July 31, 2006 (Asset Solutions)
              
              $
              7,500
              
              
              
              76,316
              
              
              $
              0.10Asset
      Solutions for 2007 services
              
              
              17,500
              
              
              
              356,957
              
              
              
              0.05Balance,
      July 31, 2007
              
              
              25,000
              
              
              
              433,273Michael
      Meier ($9,750 current and $16,250 reclassified from due to related
      party)
              
              
              26,000
              
              
              
              260,000
              
              
              
              0.10Balance,
      July 31, 2008
              
              
              51,000
              
              
              
              693,273Settlement
      with Ernest Staggs
              
              
              70,000
              
              
              
              700,000
              
              
              
              0.10Settlement
      with Tyrone and Tabea
                  Carter
              
              
              70,000
              
              
              
              700,000
              
              
              
              0.10Settlement
      of Alpine Pictures, Inc.
                  note
      payable
              
              
              150,000
              
              
              
              1,525,000
              
              
              
              0.10Sale
      of stock to Alpine Pictures, Inc.
              
              
              2,500
              
              
              
              25,000
              
              
              
              0.10Sale
      of stock to Alpine Pictures, Inc.
              
              
              5,000
              
              
              
              50,000
              
              
              
              0.10Balance,
      October 31, 2008
              
              
              348,500
              
              
              
              3,693,273Sale
      of stock to Alpine Pictures, Inc.
              
              
              20,000
              
              
              
              400,000
              
              
              
              0.05Balance,
      January 31, 2009
              
              
              368,500
              
              
              
              4,093,273Sale
      of stock to Alpine Pictures, Inc.
              
              
              15,000
              
              
              
              300,000
              
              
              
              0.05Balance,
      April 30, 2009
              
              
              383,500
              
              
              
              4,393,273Sale
      of stock to Alpine Pictures, Inc.
              
              
              20,000
              
              
              
              400,000
              
              
              
              0.05Balance,
      July 31, 2009
              
              $
              403,500
              
              
              
              4,793,273
 
 
 For
information on agreements entered after the year ended July 31, 2009, relating
to Liabilities to be settled in stock, See Note 10.
  F -
14
  
 
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 5.            
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
 
 For
      the fiscal years ended July 31,2009
              
              
              2008Cash
      paid during the period for income taxes
              
              
              -0-
              
              
              
              -0-Cash
      paid during the period for interest
              
              
              -0-
              
              
              
              -0-Non-cash
      investing and financing activities:Settlement
      of Due to related parties recorded as contributed
      capital
              
              $
              55,173
              
              
              
              -0-Settlement
      of notes payable to related party recorded as contributed
      capital
              
              $
              187,029
              
              
              
              -0-
 
 
 6.              INCOME
TAXES
 
 A
      reconciliation of income tax expense at statutory federal and state income
      tax rates is as follows for the fiscal years ended July
31:2009
              
              
              2008Income
      tax expense (benefit) at statutory rate
              
              $
              (25,892
              )
              
              $
              (10,868
              )Increase
      in valuation allowance
              
              
              25,892
              
              
              
              10,868Income
      tax expense
              
              $
              -
              
              
              $
              -Deferred
      income taxes reflect the net tax effects of the temporary difference of
      carrying amounts of assets and liabilities for financial statement
      purposes and the amounts used for income tax purposes. Significant
      components of the Company’s deferred tax liabilities and assets are as
      follows as of July 31:2009
              
              
              2008Net
      loss carryforwards totaling $924,430 and $843,517, respectively, expiring
      2025 through 2028
              
              $
              295,817
              
              
              $
              269,925Valuation
      allowance
              
              
              (295,817
              )
              
              
              (269,925
              )Deferred
      tax assets, net
              
              $
              -
              
              
              $
              -As
      a result of the historical significant net losses incurred since inception
      of the development stage and because the likelihood of being able to
      utilize these losses is not presently determinable, the Company has
      recorded a valuation allowance to fully reserve its net deferred tax
      asset.The
      components of the Company's deferred income tax expense (benefit) are as
      follows for the fiscal years ended July 31:2009
              
              
              2008Net
      loss carryforwards
              
              $
              25,892
              
              
              $
              10,868Less:
      valuation allowance
              
              
              (25,892
              )
              
              
              (10,868
              )Income
      tax expense (benefit)
              
              $
              -
              
              
              $
              -
 
 
  F -
15
  
 BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 6.               
INCOME TAXES (Continued)
 
 The
Company incurred operating losses of $80,913 and $33,961 in fiscal year end 2009
and 2008, respectively for U.S. federal and state income tax
purposes.  These losses combined with previous losses total $924,430,
which may be available to be carried forward to reduce taxable income in future
years; however these losses may be limited by section 382 of the Internal
Revenue Code in the event of significant ownership change.  Unless
utilized, these losses will expire beginning in 2025.  The Company has
also incurred operating losses for Canadian income tax purposes of approximately
$959,773 which expire through 2015.  Future tax benefits, which may
arise as a result of these losses, have not been recognized in these financial
statements.
 
 
 7.               
ADVANCES FOR FILM PRODUCTION
 
 On
February 25, 2006, the Company entered into an investment agreement with Shore
Drive Productions LLC, a California limited liability company, to participate in
the development, production, and distribution of two television series
entitled "Ride" and "Uncaged."  The Company agreed to invest $11,075
in the development of “Uncaged" and $9,300 in the development
of   “Ride."  In 2007, the Company determined that the
television series would not be produced or distributed, and therefore, the
Company wrote off the investments, which is included on the accompanying
statements of operations for the year ended July 31, 2007 as loss on write-off
of other assets.  Thereafter, in July 2008, the Company sold its
rights to the productions for $500 to Ki Development, Inc., a Colorado
corporation affiliated with Ernest Staggs, an officer and director of the
Company.  The Company has recorded a gain on advances for film
production of $500 on the accompanying consolidated statement of operations for
the year ended July 31, 2008.
 
 
 8.            
SETTLEMENT INCOME
 
 During
2004 the Company was in the business of debt recovery and as part of that it
acquired shares of Everest Exploration, Inc. (“Everest”).  These
shares did not have value.  During 2006, Everest paid a
dividend.  There were issues in regards to whom the dividend was
owed  and who owned the shares as the shares were never issued to the
Company but rather to Raccoon Recovery, LLC, a company contracting with the
Company.  On October 23, 2006, a settlement was reached in the
interpleader action relating to the dividend from Everest Exploration,
Inc.  Pursuant to the settlement, the Company received $44,653 as its
dividend from its holding in Everest Exploration, Inc. and 30,557 shares of
Everest, the shares it was to have owned from the debt recovery
business.  The Company received $37,897 in cash and paid attorneys
fees with the difference.  The Company recorded a gain on settlement
for the $44,653 received during the year ended July 31,
2007.   There is no readily available market value for the
Everest shares, and they were determined to have nominal value.  The shares
of Everest were later transferred to a related party on May 23, 2008, as partial
consideration for the obligation to the related party.  See Note
4.
 F -
16
  BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 9.            
COMMITMENTS AND CONTINGENCIES
 
 In
October 2004, Bravo entered into a Stock Purchase Agreement and a Consulting
Agreement with the Bridge Group, Inc.  Pursuant to the Stock Purchase
Agreement, Bravo sold 500,000 shares of common stock to the Bridge Group for
$50,000, and the shares were issued on or about October 27, 2004.
 
 In
October 2004, the Company entered into a consulting agreement with the Bridge
Group, Inc.  The consulting agreement provides that the Bridge Group
will consult with the Company in the areas of mergers and
acquisitions.  In return, the Company agreed to issue 1,500,000 shares
of common stock to the Bridge Group, payable as follows:  500,000
shares upon execution of the agreement on October 28, 2004; 500,000 shares when
the Company's common stock was listed on the OTC Bulletin Board or its
equivalent; and 500,000 shares when the Company acquires an active
business.  To date, Bridge Group has received 1,000,000 shares
pursuant to the Consulting Agreement.  The 1,000,000 shares issued
pursuant to the Consulting Agreement are based on (1) the execution of the
agreement on October 28, 2004 (issued on February 7, 2005, with a value of
$50,000 or $0.10 per share); and (2) the listing of Bravo's common stock on the
OTC Bulletin Board which occurred in May 2006 (issued on May 18, 2006, with a
value of $50,000 or $0.10 per share).  An additional 500,000 shares
will be due when Bravo acquires an active business.
 
 The
Company filed a verified complaint for declaratory and injunctive relief and
damages against a Canadian citizen seeking a preliminary and permanent
injunction against purporting to act on the Company's behalf, seeking a
declaratory judgment that the defendant is not a member of the board of
directors and has no authority to act, and seeking damages for
misrepresentation, conversion, and civil theft.  On January 2, 2009,
we obtained an Order of Default Judgment, Declaratory Judgment and Permanent
Injunction declaring that the Defendant Bart Lawrence has not been authorized to
take any action, including the issuance of shares, on behalf of the Company, and
enjoining Defendant from purporting to act on behalf of the Company in any
manner and to cease purporting to sell stock in the Company, requiring Defendant
to deliver to the Company's counsel all share certificates issued or purported
to be issued in the Company, and to require the Defendant to return all property
of the Company in Defendant's possession. The Defendant directed the issuance of
a material number of shares without the authority to do so, and those shares are
in the hands of persons who are not authorized shareholders of the
Company.  If the Company is unable to enforce the return of the
improper shares, then there would be a material adverse effect on the Company’s
business, results of operations, and financial condition.  If the
Company is unable to effectuate proper enforcement of the judgment against the
Defendant, then there would be a material adverse effect on the Company’s
business, results of operations, and financial condition.  None of the
issued and outstanding common shares as stated on the most recent balance sheet
dated July 31, 2009, are from inappropriate stock issuances.  The
Company is taking legal action to obtain the return of all illegally issued
stock certificates.
 F -
17
  BRAVO
RESOURCE PARTNERS LTD.
 (A
Development Stage Company)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 10.             SUBSEQUENT
EVENTS
 
 The
Company has evaluated events and transactions that occurred between August 1,
2009 and November 12, 2009, which is the date the financial statements were
issued for possible disclosure or recognition in the financial statements. The
Company has determined that the following events and transactions required
disclosure in the footnotes to the financial statements.
 
 Subsequent
to the fiscal year ended July 31, 2009, the Company agreed to issue 600,000
shares of common stock of the Company at $0.05 per share for gross proceeds of
$30,000 to Alpine Picture, Inc., a related party, See Note 4. The common shares
are subject to a hold period as provided by law.  Since the Company is
unable to issue the stock, the sale will be recorded as liabilities due to
related parties to be settled in stock.  The shares will be issued after
the British Columbia and Alberta cease trade order is lifted
 
 
 F -
18





Item
9.    Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.





Effective
November 20, 2008, we retained AJ. Robbins, P.C., Certified Public Accountants,
to act as our Independent Registered Public Accountant.  AJ. Robbins,
P.C. audited our financial statements for the fiscal years ended July 31, 2008
and 2007 included in this filing as well as for the fiscal year ended July 31,
2006.  AJ. Robbins, P.C., replaced Dohan and Company, CPAs, (“Dohan
and Company”) who was our Independent Registered Public Accounting Firm until
being replaced by AJ. Robbins, P.C.  Dohan and Company audited our
financial statements for the fiscal years ended July 31, 2005 and
2004.  We were unable to pay the Dohan and Company invoices for audit
and review; therefore, Dohan and Company effectively declined to stand for
re-election as the Company's auditor.  The effective date of the end
of the client-auditor relationship with Dohan and Company was November 20, 2008,
the date we retained AJ. Robbins, P.C.  There were no disagreements or
reportable events with Dohan and Company for the two years ended July 31, 2005,
and for the subsequent period through the end of the client-auditor relationship
with Dohan and Company.  The reports of Dohan and Company for these
fiscal years were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the reports of Dohan and Company contained an
explanatory paragraph as to our ability to continue as a going
concern.  The change in auditors was recommended and approved by the
board of directors.





Item
      9A.
            Controls
      and Procedures.





Disclosure
Controls and Procedures




Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), require public
companies to maintain "disclosure controls and procedures," which are defined to
mean a company's controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized, and reported, within
the time periods specified in the SEC's rules and forms.  Our
management, which consists of the same individual who is both  our
Chief Executive Officer and our Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this report.  Based on such evaluation, as of July
31, 2009, our CEO and CFO has concluded that the Company's disclosure controls
and procedures were not effective.  The CEO/CFO concluded that the
Company's disclosure controls and procedures do not adequately ensure that
material information relating to the Company is made known to him by others,
particularly during the period in which this report is being prepared, so as to
allow timely decisions regarding required disclosure.  The weaknesses
in our internal controls over financial reporting include weaknesses in both
preventive and detective controls.  Our CEO/CFO controls our banking,
bill payment, and reporting functions, and we do not have a sufficient number of
personnel to segregate these functions.  We do not have sufficient
personnel or policies in effect for approvals, authorizations, verifications,
reviews of performance, segregation of duties, or controls over information
systems, nor do we have sufficient experience or financial expertise over
financial reporting, journal entries, and undergoing financial
audits.  All of these functions are performed solely by our
CEO/CFO.  To the knowledge of our CEO, there have been no significant
changes in our internal controls or in other factors that could significantly
affect our internal controls subsequent to the date of evaluation, and as a
result, corrective actions with regard to significant deficiencies or material
weakness in our internal controls are required.





- 28
-





Internal
Control over Financial Reporting





(a)  Management's
Annual Report on Internal Control over Financial Reporting





Our
Management, consisting of the same individual who acts as both CEO and CFO, is
responsible for establishing and maintaining adequate internal control over
financial reporting.  Our internal control over financial reporting
has been designed 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 generally
accepted in the United States of America.


Our internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect transactions and disposition of assets of the Company; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures are being made only in accordance with authorization of management
and directors of the Company; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.





Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.  Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.





Management used the framework and considerations in Auditing Standard No. 5 of
the Public Company Accounting Oversight Board to assess the effectiveness of our
internal control over financial reporting at July 31, 2009.  Those
considerations included an assessment of the controls implemented by the Company
and the source of misstatements and adjustments to the financial statements and
journal entries.  The considerations involved an assessment of the
potential for fraud in the Company's transactions and the lack of segregation in
functions relating to the Company's business and financial
functions.  The review included an examination of the controls to
monitor results of operations, self-assessment programs and audit committee
function, controls over the period end financial reporting process, and policies
that address significant business control and risk management
practices.
 
 Based on that assessment, management
has determined that, at July 31, 2009, internal controls over financial
reporting were not effective  The weaknesses in our internal control
over financial reporting include weaknesses in both preventive and detective
controls.  Our CEO/CFO controls our banking, bill payment, and
reporting functions, and we do not have a sufficient number of personnel to
segregate these functions.  We do not have sufficient personnel or
policies in effect for approvals, authorizations, verifications, reviews of
performance, segregation of duties, or controls over information systems, nor do
we have sufficient experience or financial expertise over financial reporting,
journal entries, and undergoing financial audits.  All of these
functions are performed solely by our CEO/CFO.  The Company intends to
remedy the weaknesses described herein by hiring a qualified public accountant
who will function as Chief Financial Officer.  Thereafter, the CEO
will work with the CFO to implement new policies and procedures to assure the
accuracy of our financial reporting.


This annual
report does not include an attestation report of our 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.





(b)  Changes
in Internal Control Over Financial Reporting





There were no
changes in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
forth quarter of 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.








Item
      9B.
            Other
      Information.





None.





- 29
-





PART
      III





Item
      10.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(a) of the Exchange Act.





Information concerning our officers and directors follows:





Name
            Age
            PositionErnest
      Staggs
            46
            President
      and  DirectorTyrone
      R. Carter
            47
            DirectorMichael
      Meier
            30
            DirectorSheila
      Barrows
            35
            Interim
      Secretary





Each director holds office until his successor is duly elected by the
stockholders.  Our officers serve at the pleasure of the Board of
Directors.





Ernest Staggs – Mr.
Staggs has served as the Company's President since May 7,
2008.  Previously, Mr. Staggs was the Company’s President between
December 18, 2002 and July 2, 2003, and served as the Company's Chief Financial
Officer from approximately July 2005 to August 21, 2007.  Mr. Staggs
has been a director of the Company since March 12, 2002.  Mr. Staggs
has been an attorney in private practice since 1988.  He is a
shareholder in the law firm of Ventola & Staggs, P.C., and a consultant with
Ki Development, Inc., where he provides consulting services on business affairs
matters.  Mr. Staggs has practiced law for over twenty years focusing
on general business litigation.  Mr. Staggs has been a business
affairs consultant in the entertainment industry for the past two
years.  Mr. Staggs has a bachelors degree in accounting (University of
Oklahoma - 1985) and a juris doctor (University of Colorado -
1988).





Tyrone R. Carter –Mr.
Carter was President of the Company from July 2, 2003, to January 2008. 
Mr. Carter has been a director of the Company since 2003.  Mr. Carter is a
licensed professional engineer and the managing member of Astra Engineering,
LLC.  Mr. Carter has owned and managed engineering companies that provided
services for residential and commercial development.  Mr. Carter spent
twelve years in the US Air Force as an engineer.  He obtained a Bachelors
Degree in Civil Engineering from the University of Colorado, Denver in 1986 and
a Masters Degree in Civil Engineering from the University of Colorado, Boulder
in 1991.  Mr. Carter has a private pilot’s license and over 1,000 hours of
flight time.





- 30
-








Michael Meier –Mr. Meier has been a director of the Company since April 27,
2006.  Mr. Meier graduated as mechanical engineer in Caracas Venezuela
in 2002.  Mr. Meier studied aviation maintenance at Westwood College
of Aviation in Broomfield, Colorado, and graduated with an associate’s
degree in applied sciences specializing in airframe and powerplant maintenance
in 2004.   In 2007, Mr. Meier received his bachelor of science in
aviation technology with a minor in German from Metropolitan College
of Denver.  Mr. Meier is the president of M+M LLC in Thornton,
Colorado, a position he has held since February 2008.





Sheila Barrows- Ms. Barrows has been the Interim Secretary of the Company since
2003.  Ms. Barrows is a paralegal in Denver, Colorado.





Family Relationships





There are no family relationships among our directors and executive
officers.





Involvement in Certain Legal Proceedings





None of our directors or executive officers has, during the past five
years:





-Had any petition under the federal bankruptcy laws or any state insolvency law
filed by or against, or had a receiver, fiscal agent, or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before the
time such filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such
filing;





-Been convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);





-Been the subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdictions, permanently or
temporarily enjoining him from, or otherwise limiting, the following
activities:





(i)
            Acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, any other person regulated by the Commodity Futures Trading
      Commission, or an associated person of any of the foregoing, or as an
      investment adviser, underwriter, broker or dealer in securities, or as an
      affiliated person, director or employee of any investment company, bank,
      savings and loan association or insurance company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;





(ii)
            Engaging
      in any type of business practice;
or





- 31
-








(iii)
            Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state
      securities laws or federal commodities
laws;





Been the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or state authority
barring, suspending, or otherwise limiting for more than 60 days the right of
such person to engage in any activity described in (i) above, or to be
associated with persons engaged in any such activity;





Been found by a
court of competent jurisdiction in a civil action or by the SEC to have violated
any federal or state securities law, where the judgment in such civil action or
finding by the SEC has not been subsequently reversed, suspended, or vacated ; or





Been found by a
court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any federal commodities law, where the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended, or
vacated.





Compliance
with Section 16(a) of the Securities Exchange Actof
1934





Section 16(a)
of the Exchange Act requires our executive officers, directors, and persons who
beneficially own more than 10% of a registered class of our equity securities to
file with the SEC initial statements of beneficial ownership, reports of changes
in ownership, and annual reports concerning their ownership of our common shares
and other equity securities on Forms 3, 4, and 5
respectively.  Executive officers, directors, and greater than 10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  Based on a review of the copies of
such forms received by us, and to the best of our knowledge, all executive
officers, directors, and greater than 10% stockholders filed the required
reports during the fiscal year ended July 31, 2009 in a timely
manner.





Recommendation
of Nominees to the Board





There were no changes to the procedures by which our stockholders may recommend
nominees to our Board of Directors.





Audit
Committee; Audit Committee Financial Expert





We
do not currently have a separately designated standing audit committee
established in accordance with section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended.  We are not a “listed company” under SEC
rules and are not currently required to have an audit committee.








- 32
-





Miscellaneous





We do not have a Code of Ethics.  We do not have a compensation
committee.  The directors of the Company approve their own
compensation since decisions regarding compensation to be paid to the officers
and directors are made by the directors.  We do not have any policy
which prohibits or limits the power of directors to approve their own
compensation.








Item
11.   Executive Compensation.








The following table sets forth in summary form, the compensation received by (i)
each person serving as Chief Executive Officer and (ii) each other executive
officer of the Company during the fiscal years indicated.  Our fiscal
year ends on July 31.





Name
      and
              Principal
      Position
            Fiscal
              Year
            Salary
              (1)
            Bonus
              (2)
            Stock
              Awards    (3)
            Option
              Awards
              (4)
            All
              Other
              Compen-
              sation
              (5)
            TotalErnest
      Staggs
                President
      from May 7, 2008
                to
      current date;
                Chief
      Financial Officer
                from
      July 2005 to August 21, 2007;
                And
      President between
                December
      18, 2002 and
                July
      2, 2003.
            2008
            -0-(6)
            -0-
            -0-
            -0-
            -0-
            $-0-2009
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Tyrone
      R. Carter
                President
      from
                July
      2, 2003, to January 2008.
            2008
            $-0-(7)
            -0-
            -0-
            -0-
            -0-
            $-0-2009
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-


_________________





(1)
            The dollar value of base salary
      (cash and non-cash) earned during the fiscal
  year.


(2)
            The dollar value of bonus (cash
      and non-cash) received.


(3)
            During the periods covered by the
      table, the value of the shares of restricted stock issued as compensation
      for services to the persons listed in the
  table.


(4)                
The shares of common stock to be received upon the exercise of all stock options
granted during the periods covered by the Table.





- 33
-








(5)             
All other compensation received
that we could not properly report in any other column of the
Table.


(6)
            During the fiscal year ending
      July 31, 2007, the Company accrued salary to Mr. Staggs in the amount of
      $38,462.  Mr. Staggs was Chief Financial Officer of the Company
      during this period and provided services relating to the financial
      reporting of the Company.  No salary was paid to Mr. Staggs in
      cash during the fiscal years ended July 31, 2009 and 2008.  On
      September 15, 2008, the Company entered into a share for debt and
      settlement agreement with Mr. Staggs by agreeing to settle $90,823 owed
      him in exchange for 700,000 shares of common stock.  The amount
      of the settled obligation was agreed upon at $70,000 or $0.10 per share
      for settlement purposes only, notwithstanding the acknowledgement of the
      parties that the actual value of each share was below the $0.10 price per
      share.  The actual value of the shares issued was $1,400 based
      upon the closing price of $0.002 per share on September 15,
      2008.All
      of the executive compensation owed to Mr. Staggs for the fiscal year ended
      July 31, 2007, was included in the share for debt
      settlement.None of the debt converted to
      shares pursuant to the September 15, 2008 agreement was for payment for
      services or salaries during the fiscal year ended July 31,
      2008.  Mr. Staggs receives no fees or other compensation for his
      services as a director of the
Company.


(7)
            During the fiscal year ending
      July 31, 2007, the Company accrued salary to Mr. Carter in the amount of
      $23,077.  Mr. Carter was President of the Company during this
      period when the Company was pursuing its interests in television
      projects.  No salary was paid to Mr. Carter in cash during the
      fiscal years ended July 31, 2009 and 2008.  On September 15,
      2008, the Company entered into a share for debt and settlement agreement
      with Mr. Carter (a director) and Tabea Carter (wife of Tyrone Carter and
      former office manager from July 2005 to June 2006) by agreeing to settle
      $104,350 owed them in exchange for 700,000 shares of common stock, which
      shares will be jointly owned by both Mr. and Ms. Carter.  The
      agreement extinguished the $104,350 owed, and the amount of the settled
      obligation was agreed upon at $70,000 or $0.10 per share, notwithstanding
      the acknowledgement of the parties that the actual value of each share was
      below the $0.10 price per share.  The actual value of the shares
      issued was $1,400 based upon the closing price of $0.002 per share on
      September 15, 2008.All of the executive compensation
      owed to Messrs. Staggs and Carter for the fiscal year ended July 31, 2007,
      was included in the share for debt settlement.None of the debt converted to
      shares pursuant to the September 15, 2008 agreement was for payment for
      services or salaries during the fiscal year ended July 31,
      2008.  Mr. Carter receives no fees or other compensation for his
      services as a director of the
Company.





The
Company’s board of directors may increase the compensation paid to its officers
depending upon a variety of factors, including the results of future
operations.





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The
Company does not have a compensation committee separate from its Board of
Directors.  The Board of Directors has reviewed and discussed the
compensation discussion and analysis with management, and based on the review
and discussion, the Board of Directors recommends that the compensation
discussion and analysis  be included in the Company's annual report on
Form 10-K.  The Board of Directors consists of Ernest Staggs, Tyrone
Carter, and Michael Meier.








Employment
Contracts





The
Company has no employment contracts with any officer or director at this
time.





Long-Term Incentive Plans -
Awards in Last Fiscal Year





None.





Employee Pension, Profit
Sharing or Other Retirement Plans





None.





Stock Option and Bonus
Plans





Options Granted during the
Fiscal Years Ended July 31, 2007; 2008; and
2009:  None.





As of
July 31, 2009, we did not have any stock option or bonus plans and did not have
any outstanding options.





Compensation of
Directors





The
following table sets forth in summary form, the compensation received for
serving as a director by each person who was a director during the fiscal years
indicated.  These amounts do not include compensation received as an
officer of the Company, which amounts are set forth in the foregoing table for
"Executive Compensation."  Our fiscal year ends on July
31.





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Name
      and
              Principal
      Position
            Fiscal
              Year
            Fees
              Earned
      or
              Paid
      in Cash
              (1)
            Stock
              Awards
              (2)
            Option
              Awards
              (3)
            Non-equity
              Incentive
              Plan
              Compensation
              (4)
            Nonqualified
              Deferred
              Compensation
              Earnings
              (5)
            All
              Other
              Compen-
              sation
              (6)
            TotalMichael
      Meier
              Director
      since April 2006
            2009
            $-0-(7)
            -0-
            -0-
            -0-
            -0-
            -0-
            $-0-2008
            $10,830(7)
            -0-
            -0-
            -0-
            -0-
            -0-
            $10,830Tyrone
      R. Carter
              Director
      since 2004
            2009
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-2008
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Ernest
      Staggs
              Director
      since 2002
            2009
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-2008
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-


_________________





(1)
            The dollar value of fees earned
      or paid in cash during the fiscal
year.


(2)
            The dollar value of stock awards
      received.


(3)
      (4) (5) (6)
            The
      dollar value of option awards
received.


The
dollar value of Non-equity Incentive Plan Compensation received during the
period. The dollar value of Nonqualified Deferred Compensation Earnings received
during the period. All other compensation received that we could not properly
report in any other column of the Table.


(7)  On
May 23, 2008, the Company entered into an agreement with Mr. Meier to extinguish
any and all debt or accrued fees owed to him by the Company.  The
Company accrued $26,000 in fees for twenty-four months (from May 2006 to May
2008) at $1,083 per month.  In exchange for extinguishing the $26,000
in accrual, the Company agreed to issue 260,000 shares of common stock to Mr.
Meier and to transfer its interest in shares of Everest Exploration,
Inc.  Mr. Meier accrued fees for his services as a director in the
amount of $1,083 per month from May 2006 to May 23, 2008.  Since May
23, 2008, Mr. Meier receives no fees or other compensation for his services as a
director of the Company, and the Company currently has no amounts owing to Mr.
Meier.





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Standard
Arrangements.  Currently the
Company does not pay its directors for serving as directors.  The
Company has no standard arrangement pursuant to which directors of the Company
are compensated for any services provided as a director or for committee
participation or special assignments.  In the future, the Company may
pay its directors a fee for service.





Other
Arrangements.   None.











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





Security
Ownership of Certain Beneficial Owners and Management.





The
following table shows, as of October 29, 2009, the shareholdings of (i) each
person owning beneficially 5% or more of the Company’s common stock (ii) each
officer and director of the Company (iii) all officers and directors as a
group.  Unless otherwise indicated, each owner has sole voting and
investment powers over his shares of common stock.





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Name
      and address
              of
      beneficial owner
            Amount
      and nature of
              beneficial
      ownership
            Percent
              of
      classTyrone
      R. Carter
                4155
      E. Jewell Ave., Ste 500
                Denver,
      CO  80222
            2,120,500
      (1)
            18%Ernest
      Staggs, Jr.
                2321
      S. Salem Cir.
                Aurora,
      CO  80014
            1,346,667
      (1)
            11.4%Michael
      Meier
                915
      E. 128th Ct
              Thornton,
      CO  80241
            582,200(1)
            5%The
      Bridge Group, Inc.
                3500
      W. Magnolia Blvd.
                Burbank,
      CA  91505
            1,500,000
      (2)
            12.7%Alpine
      Pictures, Inc.
                3500
      W. Magnolia Blvd.
                Burbank,
      CA  91505
            (3)Tabea
      Carter
                P.O.
      Box 440204
                Aurora,
      CO  80044
            (1)
            -0-%Management
      and Directors as a Group
            4,049,367(4)
            34%


_____________





(1)  Tyrone
Carter (director), and his wife Tabea Carter (a former office manager for the
Company from July 2005 to June 2006), Ernest Staggs (director), and Michael
Meier (director) have entered into debt for share agreements with the Company
whereby liabilities owed to these directors will be exchanged for shares of the
Company's common stock as follows:  Tyrone Carter and Tabea Carter -
700,000 shares; Ernest Staggs - 700,000 shares; Michael Meier - 260,000 shares
(Mr. Meier's shares will be issued to Meier Ludwig LLC, a company he
controls).  For additional information on these share issuances,
please refer to the Company's financial statements and the notes thereto
included with this Form 10-K/A.





(2)  The
Chief Executive of the Bridge Group, Inc., is Michael K. Douglas.








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-








(3)  As of October 31, 2009
(end of third quarter), Alpine Pictures, Inc., has entered into stock purchase
agreements whereby Alpine Pictures, Inc., has purchased 1,775,000 shares of
Bravo's common stock for $92,500.  In addition to these stock
purchases, Alpine Pictures, Inc., has entered into a debt for share settlement
agreement whereby all liabilities owed to Alpine will be satisfied with the
issuance of 1,525,000 shares of the Company's common stock.  The
Company will issue the shares of stock after the audited financial statements
are completed and the Company is current with all of its U.S. and Canadian
filing requirements, and the Canadian cease trade orders are
lifted.





(4)  The disclosure for
Management and Directors as a Group includes shares currently held by Tyrone
Carter, Ernest Staggs, and Michael Meier.  The shares set forth in the
table do not include the shares that will be held by this group after the
issuances set forth in footnote (1) above, which shares will be issued upon the
revocation of the cease trade orders issued by the British Columbia Securities
Commission and the Alberta Securities Commission.SeeItem 1, page 6.  After the
issuance of the shares set forth in footnote (1) above, the group will own
5,709,367 shares representing forty-two percent of the
class.








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





During
the fiscal year ended July 31, 2009, the Company entered into the following
related party transactions:





On September 15, 2008, the
Company entered into a share for debt and settlement agreement with Mr. Carter
(a director) and Tabea Carter (wife of Tyrone Carter and former office manager
from July 2005 to June 2006) by agreeing to settle $104,350 owed them in
exchange for 700,000 shares of common stock, which shares will be owned jointly
by Mr. and Ms. Carter.  The agreement extinguished the $104,350 owed,
and the amount of the settled obligation was agreed upon at $70,000 or $0.10 per
share, notwithstanding the acknowledgement of the parties that the actual value
of each share was below the $0.10 price per share.  The actual value
of the shares issued was $1,400 based upon the closing price of $0.002 per share
on September 15, 2008.  The debt owed to Mr. Carter did not accrue
interest and was owed for, inter alia, management fees,
services, and non-reimbursed expenses.  The shares will be issued
after the British Columbia and Alberta cease trade orders are
lifted.





On
September 15, 2008, the Company entered into a share for debt and settlement
agreement with Ernest Staggs, a director, by agreeing to settle $90,823 owed him
in exchange for 700,000 shares of common stock.  The amount of the
settled obligation was agreed upon at $70,000 or $0.10 per share for settlement
purposes only, notwithstanding the acknowledgement of the parties that the
actual value of each share was below the $0.10 price per share.The actual value of the shares issued
was $1,400 based upon the closing price of $0.002 per share on September 15,
2008. The debt owed to Mr. Staggs did not accrue interest and was owed for,inter
alia, management fees,
services, and non-reimbursed expenses.  The shares will be issued
after the British Columbia and Alberta cease trade order is
lifted.





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-








On or
about September 15, 2008, the Company agreed to issue shares of common stock in
exchange for release of the entire balance due under the variable principal
promissory note payable to Alpine Pictures, Inc.  Pursuant to the
agreement, the Company agreed to issue 1,525,000 common shares to Alpine
Pictures, Inc., contingent upon the cease trade orders being lifted, in exchange
for satisfaction of the entire debt obligation, which the parties deemed to be
in the amount of $150,000 for this transaction.  The Company and
Alpine Pictures, Inc., agreed to issue the shares at a deemed price of $0.098
per share.





As
of July 31, 2009, the Company has entered into five share purchase agreements
with Alpine Pictures, Inc., for the issuance of shares following the lifting of
the cease trade order.  On August 25, 2008, the Company agreed to
issue 25,000 common shares in the capital of the Company at $0.10 per share for
gross proceeds of $2,500.  On September 5, 2008, the Company agreed to
issue 50,000 common shares in the capital of the Company at $0.10 per share for
gross proceeds of $5,000.  On October 3, 2008, the Company agreed to
issue 400,000 common shares in the capital of the Company at $0.05 per share for
gross proceeds of $20,000.  On February 18, 2009, the Company agreed
to issue 300,000 common shares in the capital of the Company at $0.05 per share
for gross proceeds of $15,000.  On May 15, 2009, the Company agreed to
issue 400,000 common shares in the capital of the Company at $0.05 per share for
gross proceeds of $20,000.  Subsequent to the fiscal year ended July
31, 2009, on August 25, 2009, the Company agreed to issue 600,000 common shares
in the capital of the Company at $0.05 per share for gross proceeds of
$30,000.The common shares are subject to a hold period as provided by
law.  The Company will issue the shares after the Canadian cease trade
orders are lifted following the filing of the audited financial
statements.





The
Company had no promoters and no parent company during the past five (5)
years.





Item
14.   Principal Accountant Fees and Services





The
following table sets forth the aggregate fees billed to us for the years ended
July 31, 2009 and 2008, by our principal accountant.


2009
            
            
            2008Audit
      Fees
            
            $
            41,770
            
            
            $
            -0-Audit-Related
      Fees
            
            
            -0-
            
            
            
            -0-Tax
      Fees
            
            
            -0-
            
            
            
            -0-All
      Other Fees
            
            
            -0-
            
            
            
            -0-





Audit
fees represent amounts billed for professional services rendered for the audit
of our annual financial statements and the reviews of the financial statements
included in our records for the fiscal year.





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-





Audit-Related
Fees consist of the aggregate fees billed in each of the last two fiscal years
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of our financial
statements.





Tax Fees
consist of the aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning.





All Other
Fees consist of the aggregate fees billed in each of the last two fiscal years
for products and services provided by the principal accountant other than the
services reported above.





Before
AJ. Robbins, P.C. was engaged to render audit services, the engagement was
approved by our Board of Directors.  We do not currently have a
separately designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Securities Exchange Act of 1937, as
amended.  Our Board of Directors, acting as our audit committee, is of
the opinion that the Audit Related Fees charged by AJ. Robbins, P.C. are
consistent with AJ. Robbins, P.C. maintaining its independence from the
Company.





PART
IV




Item
      15.
            Financial
      Statements and Exhibits




Financial Statements; Schedules




Our
financial statements for the years ended July 31, 2009 and 2008 begin on
page F-1 of this annual report.  We are not required to file any
financial statement schedules.





Exhibits





Exh. No.
            Exhibit NameExhibit
      3*
            Articles
      of IncorporationExhibit
      4*
            Instruments
      Defining the Rights of Security HoldersExhibit
      31
            Rule
      13a-14(a) CertificationsExhibit
      32
            Section
      1350 Certifications





*     Incorporated by reference to the same exhibit
filed as part of the Company’s Registration Statement on Form 10.





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-





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 13th day of January
15, 2010.









BRAVO RESOURCE PARTNERS
      LTD.Date
              By:
              /s/  Ernest E. Staggs Jr.Ernest
      E. Staggs Jr., Chief Executive Officer


In accordance with the Exchange Act,
this Report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.





Signature
            
            Title
            Date/s/ Tyrone R. Carter
            
            Director
            January
      15, 2010Tyrone
      R. Carter/s/ Ernest E. Staggs Jr.
            
            Director
            January
      15, 2010Ernest
      E. Staggs Jr./s/ Michael Meier
            
            Director
            January
      15, 2010Michael
      Meier







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