Bravada International Ltd (BRAV)

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BRAVADA Muscle Flex Creates BRAVADA Productions & Acquires a Public Shell in an All Stock Transaction for the BRAVADA Televis...
Date : 05/12/2010 @ 3:56AM
Source : Business Wire
Stock : BRAVADA Muscle Flex Inc. (MFLI)
Quote : 0.0198 0.0005 (2.59%) @ 5:00PM


BRAVADA Muscle Flex Creates BRAVADA Productions & Acquires a Public Shell in an All Stock Transaction for the BRAVADA Televis...
BRAVADA Muscle Flex Inc. (www.BravadaLtd.com) (Pink Sheets:MFLI) announced today that it is creating its media production subsidiary, BRAVADA Productions, a majority owned entity and has acquired a publicly traded shell, current stock symbol ARLRF (Hampton Gold Corp aka Ariel Resources), to facilitate the development and deployment of its media production business. No shares of BRAVADA Muscle Flex (MFLI) shall be issued in this transaction nor any cash. The all stock deal will see the following conditions applied to the acquisition of the publicly traded shell, the name of which shall be changed to BRAVADA Productions:

1. BRAVADA Muscle Flex is to own no less than 90% of the class “A” common stock.

2. All consideration contemplated with the transaction is stock based.

3. No insider or Affiliate of BRAVADA Muscle Flex (MFLI) will receive any compensation, cash or stock, in connection with the transaction. All consideration is provided to BRAVADA Muscle Flex except for item 4 which has no convertible feature whatsoever.

4. 1,000,000 preferred shares of ARLRF will be issued to CEO, Danny Alex, that will have preferred voting rights but will have no conversion rights whatsoever into any other instrument of the company. The image of Danny Alex is wholly owned by BRAVADA Muscle Flex and as part of the consideration to maintain complete control of the image of Danny Alex, the voting instrument was included to ensure uninterrupted control.

In this transaction, BRAVADA Muscle Flex agrees to vend in all of its television and media properties including its television reality show, The Complete Package™ (www.TheCompletePackageTV.com) in addition to other in development television properties and future media opportunities. Danny Alex shall be named CEO and Chairman of the Board of BRAVADA Productions.

The creation of BRAVADA Productions as an independent but majority owned publicly traded shell achieves many ends including:

1. The ability to operate and raise capital independently without any dilution to its parent, BRAVADA Muscle Flex.

2. To display the complete value of the production and media assets by capturing the complete value of BRAVADA Muscle Flex’s investment position in BRAVADA Productions as a “Long-term Investment” on the BRAVADA Muscle Flex balance sheet.

3. The ability to attract highly talented and experienced television and media people in Hollywood by having a focused company dedicated to the creation and development of media and television properties.

4. Independent accounting and transparency to investors as to the operations and activities of the media and television operations.

5. A financing component is included in the initial structure of BRAVADA Productions which is a non-dilutive event to the share structure described.

The capital share structure of ARLRF is to undergo a complete restructuring consistent with the share structure contemplated with the transaction and share exchange agreement.

BRAVADA Muscle Flex CEO Danny Alex, has in excess of 20 years experience in the public market idioms. Mr. Alex attended the University of Calgary where he majored in English and minored in Business. He also completed several advanced courses from the Canadian Securities Institute which included the Canadian Securities Course (CSC), Derivatives Fundamentals Course (DFC), Futures and Options Licensing Courses (FLC & OLC), Conduct and Practices Handbook (CPH) and a number of others. In the mid 1990s, Mr. Alex was the founder of Revere Communications Inc. where he presided as Chairman / CEO and was a fully reporting issuer. He was responsible for macro operations, financial and corporate reporting which were both audited and management prepared. As well, Mr. Alex worked for a number of years as a Registered Investment Advisor (Broker), a Pro Trader (Market Maker) in Equities, Options and Futures markets and an economic and technical analyst assessing the fundamentals of individual companies, the economy and technical charts specifically for the United States markets. Mr. Alex has also engaged in venture finance activities which included the financial and business assessments.

BRAVADA Muscle Flex’s implementation of a more sophisticated corporate structure, not typically seen in the micro-cap world, is a direct result of CEO Danny Alex’s vast experience with implementing, managing and operating market driven structures that work exclusively for the benefit of shareholders. The creation of shareholder value is the fiduciary duty of all Officers, Directors and Affiliates, a responsibility taken very seriously by BRAVADA Muscle Flex.

Recently BRAVADA Muscle Flex announced a corporate name change and “brand” structuring to segment the component parts of its business. The name of the company will be BRAVADA International Ltd with Muscle Flex® being the defining health and fitness brand within the company.

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