-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TtxSMg7P9KSu7R9oRLuxxvhUfMwy8+D8IIIoA/E4WbcBaMxj+WgaXl8+OOx9ZRoK N1F8V4XKe0VGW7xAQ/r2pA== 0001062993-01-500034.txt : 20010416 0001062993-01-500034.hdr.sgml : 20010416 ACCESSION NUMBER: 0001062993-01-500034 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRADEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001080535 STANDARD INDUSTRIAL CLASSIFICATION: 1000 IRS NUMBER: 880419475 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-25827 FILM NUMBER: 1582494 BUSINESS ADDRESS: STREET 1: 1155 ROBSON STREET STREET 2: STE 505 CITY: VANCOUVER BC BUSINESS PHONE: 6046891659 MAIL ADDRESS: STREET 1: 1155 ROBSON STREET STREET 2: STE 505 CITY: VANCOUVER 10KSB 1 form10k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 ------------------------- TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- ------------- Commission file number 0-25827 ---------------------- BRADEN TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Its Charter) NEVADA 88-0419475 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) Suite 505 -1155 Robson St., Vancouver, B.C. V6E 1B5 (Address of Principal Executive Offices, Including Postal Code) (604) 689-1659 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which Registered ------------------- ------------------------------------ None None Securities registered under Section 12(g) of the Exchange Act: Common Stock - - ------------------------------------------------------------ (Title of Each Class) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 X No ------ ------ 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. - - ------------------------------------------------------------------------- State issuers revenues for its most recent fiscal year. Nil --------------------- State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $1,041,300.00 - - ------------------------------------------------------- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 2,850,000 - - ------------------------------------------------------- BRADEN TECHNOLOGIES FORM 10 -KSB TABLE OF CONTENTS Item 1. DESCRIPTION OF BUSINESS 4 Item 2. DESCRIPTION OF PROPERTY 10 Item 3. LEGAL PROCEEDINGS 10 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10 Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 10 Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11 Item 7. FINANCIAL STATEMENTS 13 Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 22 Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 22 Item 10. EXECUTIVE COMPENSATION 23 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26 Item 13. EXHIBITS, AND REPORTS ON FORM 8-K. 26 Item 1. DESCRIPTION OF BUSINESS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Form 10-K under "Item 1. Business", "Item 2. Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions and Analysis of Financial Condition and Results of Operations" and elsewhere constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Braden Technologies, a company organized under the laws of Nevada (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; competition; success of operating initiatives; the success (or lack thereof) with respect to the Company's exploration and development operations on its properties; the Company's ability to raise capital and the terms thereof; the acquisition of additional properties; changes in business strategy or development plans; future rental revenues; exploration and other property write-downs as hereinafter defined; the continuity, experience and quality of the Company's management; changes in or failure to comply with government regulations or the lack of government authorization to continue the Company's projects; and other factors referenced in the Form 10-K. The use in this Form 10-K of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The success of the Company is dependent on the efforts of the Company, its employees and many other factors including, primarily, its ability to raise additional capital and establishing the economic viability of any of its exploration properties. General Information The Company is an exploration stage company engaged in the acquisition, exploration and development of mineral properties. The Company has an interest in the properties described below under the heading "Mineral Property Option Agreement", designated below as the "Miranda Property". The Company intends to carry out exploration work on the Miranda Property in order to ascertain whether the Miranda Property possesses commercially developable quantities of gold and other precious minerals. There can be no assurance that a commercially viable mineral deposit, or reserve, exists in the Miranda Property until appropriate exploratory work is done and a comprehensive evaluation based on such work concludes legal and economic feasibility. Mineral Property Option Agreement By an agreement made as of February 18, 1999 between the Company and Miranda Industries Inc. of Suite 505 - 1155 Robson Street, Vancouver, British Columbia ("Miranda"), the Company acquired from Miranda the option (the "Option") to acquire a 50% interest in certain mineral claims situated in the State of Nevada (the "Miranda Property"). The consideration paid by the Company to Miranda for the grant of the Option at the time of execution was $1,000 US. The Option is exercisable by the Company incurring the following property exploration expenditures on the Miranda Property: 1. initial exploration expenditures in the amount of $10,000 US by February 28, 2000; and (Under an amended agreement dated December 31, 2000, the initial exploration expenditures must be incurred by June 30, 2001). 2. cumulative exploration expenditures in the amount of $250,000 US by February 28, 2002. The Company has not incurred exploration expenditures to date on the Miranda Property which can be applied towards exercise of the Option. Property exploration expenditures include all reasonable and necessary monies expended on or in connection with the exploration and development of the Miranda Property determined in accordance with generally accepted accounting principles. In addition, until the Company shall have secured a 50% interest in the Miranda Property, the Company is obligated to cover all Property Acquisition Costs due under the Underlying Agreement, as discussed below. Upon the Company acquiring a 50% interest in the Miranda Property by exercise of the Option, the Company and Miranda will enter into a joint venture for the purpose of further exploring and developing and, if economically and politically feasible, constructing and operating a mine on the Miranda Property. The Company's Option is subject to an Underlying Agreement dated the 12th day of February, 1997 (the "Underlying Agreement") between Miranda and John Rice of P.O. Box 20074, Reno, Nevada 89515("Rice") whereby Miranda acquired an undivided 100% right, title and interest in the Miranda Property from Rice (the "Underlying Agreement") by staking the mining claims comprising the Miranda Property, making a payment to Rice of $5,000 US in cash, and issuing to Rice 70,000 common shares of Miranda Industries Inc. as follows: 1. 10,000 shares along with the $5,000 upon approval of the Agreement by the Vancouver Stock Exchange and the staking of at least twenty mining claims; 2. 10,000 shares within 30 days of the issuance of a news release on the results of a drill program in which the grade-thickness of 4 feet-ounces/ton is received; 3. 20,000 shares within 30 days of the receipt of a final, signed version of a positive pre-feasibility study on the property, prepared by an independent, qualified party; and 4. 30,000 shares within 30 days of the receipt of a final, signed version of a positive feasibility study on the property, prepared by an independent, qualified party. Miranda has represented to the Company that the mineral claims comprising the Miranda Property have been staked and the initial payment of $5,000 made to Rice, each as required to maintain the Underlying Agreement in good standing. As stated above, until the Company shall have secured a 50% interest in the Miranda Property, the Company has agreed to pay all Property Acquisition Costs required under the Underlying Agreement. Property Acquisition Costs means: (1) all cash payments due Rice, and (2) in the case where common shares are to be issued to him, a sum equal to the average closing price of the Miranda Common Stock for the 15 full trading days immediately preceding the date of the event that triggers the requirement for the issuance of the Common Shares of Miranda under the underlying agreement. In the event that the Company fails to complete its obligation to Miranda to ensure that all property acquisition costs under the Underlying Property Agreement are paid, Miranda will have the right to terminate the Option. In the event of termination of the Option, the Company will have no interest in the Miranda Property. Geological Report The Company obtained a geological report on the Miranda Property dated February 18, 1999 prepared by John Rice, Consulting Geologist of P.O. Box 20074, Reno, Nevada 89515 (the "Geological Report"). The Geological Report summarizes the exploration history of the Miranda Property, the regional geology of the Miranda Property and provides conclusions and recommendations for a work program on the Miranda Property. These conclusions and recommendations of the Geological Report are summarized below. Miranda Property In November, 2000 Miranda reduced the number of claims that it held an option on in the Secret Basin Project located in Nye County, Nevada. The 10 new claims are summarized in the following table: ------------------------------------------------------- Claim Name Nye County BLM Number Number ------------------------------------------------------- Basin 7 502106 819772 ------------------------------------------------------- Basin 8 502107 819773 ------------------------------------------------------- Basin 9 502108 819774 ------------------------------------------------------- Basin 10 502109 819775 ------------------------------------------------------- Basin 11 502110 819776 ------------------------------------------------------- Basin 12 502111 819777 ------------------------------------------------------- Basin 13 502112 819778 ------------------------------------------------------- Basin 14 502113 819779 ------------------------------------------------------- Basin 15 502114 819780 ------------------------------------------------------- Basin 16 502115 819781 ------------------------------------------------------- The ten lode claims comprising the Miranda Property have been located and filed by Miranda on land administered by the U.S. Bureau of Land Management. The claims are named the Basin Claims. The Miranda Property is located in Sections 1-3, T8N, R40E and Sections 34-36, T9N, R40E in the southern Toiyabe Mountains approximately 38 miles (61 kms.) north of Tonopah, Nevada. Thirty-seven lode claims have been located by Miranda USA on land administered by the U. S. Forest Service. History of the Property The property was originally prospected for its mercury potential over 50 years ago. Later, fluorspar was mined from the Colton Mine in the main part of the district. In the early-mid seventies, Louisiana Land and Minerals drilled 8-10 holes, presumably testing for fluorspar. These holes are vertical, large diameter (12-14 inches) conventional drill holes. Freeport Exploration (now Independence Mining) located claims in the area but chose not to pursue making a deal with the land owner that controlled claims over the main part of the property. The Company anticipates that the claims comprising the Miranda Property will remain unpatented as the United States Congress has placed a moratorium on the filing of mineral patent applications after October 1, 1994. The U.S. Congress has been debating possible reform measures for the Mining Law of 1872, as amended, but no bill has been passed and there is no certainty when or if a bill would be passed, or what its contents and impact on the Company would be. A mineral patent issued by the Department of the Interior for a mining claim(s) gives the owner exclusive title to the locatable minerals within the claim boundaries. However, a person may mine and remove minerals from a mining claim without a mineral patent. Patenting requires the mining claimant to demonstrate the existence of a valuable mineral deposit that satisfies the prudent man and marketability tests of discovery. However, the Congressional moratorium on patent issuances means that the Company does not anticipate that any of the claims comprising the Miranda Property will be patented whether or not this test can be met. Geology of the Miranda Property The Geological Report summarizes the geology of the Miranda Property. The geological analysis of the Company's property is relevant to the business of the Company as it provides the basis for the exploration program recommended for the Miranda Property. The rationale for proceeding with the exploration program is to ascertain whether there are commercially viable quantities of gold bearing ore on the Miranda Property which warrant further exploration or which may sustain commercial production. There is no assurance that the recommendations or conclusions of the Geological Report in fact signify commercial quantities of gold bearing ore on the Miranda Property. The Geological report identified a volcanic rock formation known as the "middle volcanic sequence" as being present on the Miranda Property. Quartz veins were observed within this middle volcanic sequence. Quartz veins are formations of quartz minerals present within the middle volcanic sequence. The Geological Report identified these quartz veins as having the potential to host gold and silver mineralization based on the exploration completed in 1997. Two separate quartz veins were observed on the Miranda Property from observation of rock samples and drill hole samples. These two veins are known as the "North Vein" and the "South Vein". Geological Exploration on the Miranda Property Miranda engaged Mr. John Rice, the author of the Geological Report, to complete a geologic sampling program on the Miranda Property during the spring and summer field season of 1997. Mr. Rice collected sixty-one surface rock chip samples from the property which were analysed for gold and silver mineralization. The sixty-one rock samples collected had an average of 0.022 ounces of gold per ton. Those samples which contained gold mineralization generally also contained silver mineralization. In addition to the rock chip samples, a program of soil sampling was also completed. A total of 507 soil samples were collected on the grid. The results from the soil samples assisted in defining the North Vein and the South Vein observed on the Miranda Property. Miranda also completed the drilling of nine holes on the Miranda Property in October 1997. The drilling contractor was Johnson Drilling from Elko, Nevada. Four drill holes were drilled on the North Vein and four holes were drilled on the South Vein. One hole was drilled to test a mercury anomaly in the western part of the property. Drill hole SB97-4, which was drilled on the North Vein, had a 10 foot (3 meter) interval that averaged 0.02 ounces of gold per ton. This was the best assay interval of all drill holes. Conclusions and Recommendations of the Geological Report The Geological Report concluded that the volcanic middle sequence present on the Miranda Property has the potential of hosting a precious metal deposit within quartz veins. The Geological Report recommended that additional drilling be planned to test the North Vein at deeper levels based on the results of the geological exploration completed by Mr. Rice. The Geological Report recommended proceeding with a further two phase geological exploration program. The first phase of the exploration program would involve conducting a geological survey of the Miranda Property, known as a magnetometer and induced polarization survey. The results of this survey would be analyzed by the Company to identify further drilling targets. The second phase of the exploration program would involve drilling at the recommended drill targets in order to obtain additional drill core samples. These drill core samples would be analyzed to further determine the mineralization potential of the Miranda Property. The second phase of the exploration program would require the construction of roads in order to provide drill access to recommended drill locations. The Company estimates the cost of constructing these roads to be approximately $8,000, including mobilization. Construction of roads is not required to undertake phase one of the exploration program. The following table summarizes the costs of proceeding with the geological exploration program recommended by the Geological Report: Phase One of Geological Exploration Program Geological Contractor $ 9,000 Survey Survey Geologist $ 700 Supervision and planning Reporting $ 500 Summary and interpretations Contingency $ 1,000 @ 10% ----------- ------- TOTAL $11,200 Phase Two of Geological Exploration Program Secret Basin Contractor $50,000 Reverse circulation drilling Geologist $ 7,500 Supervision and geology Assaying $12,000 For each 5 ft sample road Building $ 8,000 Includes mobilization Permitting $ 1,000 With the Forest Service Filing Fees $ 3,500 Filing fees and staking additional claims Reporting $ 4,000 Summary reports Contingency $12,900 @ 15%: meetings, management, ------- misc. TOTAL $98,900 Operating History and Development The Company is determined to proceed with Phase 1 of the recommended Phase 1 program. See Item 6 "Management's Discussion and Analysis or Plan of Operations". Certain Risk Factors From time to time, the "Company will make written and oral forward-looking statements about matters that involve risk and uncertainties that could cause actual results to differ materially from projected results. Important factors that could cause actual results to differ materially include, among others: * Fluctuations in the market prices of gold * General domestic and international economic and political conditions * Unexpected geological conditions or rock instability conditions resulting * in cave-ins, flooding, rock-bursts or rock slides * Difficulties associated with managing complex operations in remote areas * Unanticipated milling and other processing problems * The speculative nature of mineral exploration * Environmental risks * Changes in laws and government regulations, including those relating to taxes and the environment * The availability and timing of receipt of necessary governmental permits and approval relating to operations, expansion of operations, and financing of operations * Fluctuations in interest rates and other adverse financial market conditions * Other unanticipated difficulties in obtaining necessary financing * The failure of equipment or processes to operate in accordance with specifications or expectations * Labor relations * Accidents * Unusual weather or operating conditions * Force majeure events * Other risk factors described from time to time in the Company's filings with the Securities and Exchange Commission. Many of these factors are beyond the Company's ability to control and predict. Investors are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. Lack of Proven Properties and Insufficient Exploration and Development Funds At this point, all of the Company's exploration prospects and property interests (collectively the "Properties") are in the exploration stage. Additional funds are necessary in order for the Company to continue its exploration programs. Certain of the Company's planned expenditures on its properties are discretionary and may be increased or decreased based upon funds available to the Company. Environmental Laws. The exploration programs conducted by the Company are subject to national, state and/or local regulations regarding environmental considerations in the jurisdiction where they are located. Most operations involving exploration or production activities are subject to existing laws and regulations relating to exploration and mining procedures, reclamation, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state, and local governmental authorities data pertaining to the effect or impact that any proposed exploration or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly, time consuming, and may delay commencement or continuation of exploration or production operations. However, at this time, the Company is in the exploration stage with respect to all of its Properties and does not anticipate preparing environmental impact statements or assessments until such time as the Company believes one or more of its properties will prove to be commercially feasible. Item 2. DESCRIPTION OF PROPERTY The Company has an option to acquire a 50% interest in the Miranda Property, as described in Item 1 of this Form 10-KSB under "Mineral Property Option Agreement". The Company does not own or lease any property other than the Miranda Property. The Company has entered into an office administration contract dated February 17, 1999 with Senate Capital Group Inc. whereby Senate Capital has agreed to provide office administration services to the Company for a fee of $1,000 US per month. Item 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During this period covered by the Form 10-KSB, the Company did not submit any matters to the Company's security holders to be voted upon. Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information The Company began trading April 28, 2000, on the OTC BB under the symbol BDNT. The following table lists the high, low, closing sales prices, and the volume of the Company's common shares for the last three fiscal quarters: - - ------------------------------------------------------------------ For the Period Ending High Low Close Volume - - ------------------------------------------------------------------ 12/31/00 $1.0625 $0.75 $0.75 4500 - - ------------------------------------------------------------------ 09/30/00 $1.125 $1.00 $1.0625 9000 - - ------------------------------------------------------------------ 06/30/00 -0- -0- -0- -0- - - ------------------------------------------------------------------ As of March 31, 2000 there were 35 registered shareholders of the Company's common stock. Recent Sales of Unregistered Securities The Company completed an offering of 650,000 common shares at a price of $0.01 per share on March 2, 1999 pursuant to Rule 504 of Regulation D of the Act, and Section 46(j) of the Securities Act of British Columbia. All of these shares were sold to Mr. Peter Bell, the President, Secretary/Treasurer and a Director of the Company, Mr. Richard Wilson, a director of the Company, and Mr. Ross Bailey, a director of the Company. All shares sold pursuant to this offering are "restricted shares" within the meaning of the Act as each of Mr. Bell, Mr. Wilson and Mr. Bailey are affiliates of the Company. The shares purchased by Mr. Bell, Mr. Wilson and Mr. Bailey are control securities and are subject to restrictions on re-sale. The shares may only be sold: (i) pursuant to an exemption from registration pursuant to the Act, (ii) pursuant to a registration statement filed pursuant to the Act, or (iii) in accordance with the volume and trading limitations of Rule 144 of the Act after the expiry of the one year period from the date of acquisition. No commission was paid by the Company for any sales of common stock completed pursuant to this offering. The Company completed an offering of 2,100,000 common shares at a price of $0.01 per share on March 4, 1999 to a total of 16 persons known to the officers and directors of the Company. The offering was completed pursuant to Rule 504 of Regulation D of the Act which provides an exemption for issues of stock up to $1,000,000, in the aggregate, by companies with a specific business plan and that are not subject to the reporting requirements of the Securities and Exchange Act of 1934. The offering was also completed pursuant to exemptions provided by Section 46(j) of the Securities Act of British Columbia and Section 66(a) of the Securities Act of Alberta. No commission was paid by the Company for any sales of common stock completed pursuant to this offering. A number of the shares sold in this offering were purchase by related persons in the Higgs family including, Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lynn Ker. The shares purchased by these persons, or under their control, are control securities and are subject to restrictions on re-sale. The Company completed an offering of 100,000 common shares at a price of $0.20 per share on March 12, 1999 to a total of 19 persons known to the officers and directors of the Company. The offering was completed pursuant to Rule 504 of Regulation D of the Act which provides an exemption for issues of stock up to $1,000,000, in the aggregate, by companies with a specific business plan and that are not subject to the reporting requirements of the Securities and Exchange Act of 1934. The offering was also completed pursuant to Section 46(j) of the Securities Act of British Columbia. No commission was paid by the Company for any sales of common stock completed pursuant to this offering. Ms. Elizabeth Bell, the daughter of Mr. Peter Bell, the President, Secretary, Treasurer and a Director of the Company, purchased 5,000 shares of the Company's common stock pursuant to this offering. Mr. Richard Bell, the son of Mr. Peter Bell, purchased 5,000 shares of the Company's common stock pursuant to this offering. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan of Operations The Company has not yet proceeded with Phase One of the exploration program on the Miranda Property. The Company currently does not have sufficient funds to proceed with Phase One of the exploration program as set forth in Item 4 of Part II of this Registration Statement. The Company had cash on hand in the amount of $1,702 as of December 31, 2000. The Company will require additional funding by June 30, 2001 to enable the Company to meet its obligation to Miranda to incur exploration expenditures on the Miranda Property in the amount of $10,000 by June 30, 2001. The Company will require additional funding in the event that the Company determines to proceed with Phase Two of the exploration program. The anticipated cost of the Phase Two exploration program is $98,700 which is in excess of the projected cash reserves of the Company upon completion of Phase One of the exploration program. The Company anticipates that additional funding will be in the form of equity financing from the sale of the Company's common stock. There is no assurance that the Company will be able to achieve additional sales of its common stock sufficient to fund Phase Two of the exploration program. The Company believes that debt financing will not be an alternative for funding Phase Two of the exploration program. The Company does not have any arrangements in place for future equity financing of the Company. If the Company does not secure additional financing, the Company will not be able to complete Phase Two of the exploration program or meet its obligation to Miranda under the Option to incur $250,000 of exploration expenditures on the Miranda Property by February 28, 2002. In the event that the Company is unable to obtain sufficient financing in this regard, it will be required to abandon the Option and lose all rights thereto. The Company may consider bringing in a joint venture partner to provide the required funding, if the Company is unable to obtain the funding by itself and does not want to abandon the Miranda Property. The Company has not undertaken any efforts to locate a joint venture partner for the Miranda Property. In addition, there is no assurance that the Company would be able to locate a joint venture partner for the Miranda Property who would assist the Company in funding the exploration of the Miranda Property. The Company may pursue acquiring interests in alternate mineral properties in the event of termination of the Option due to a failure to incur the required exploration expenditures. Results of Operations. For the Year Ended December 31, 2000 The Company is in the exploration stage and has no revenues from operations in Fiscal 2000. None of its mineral properties have proven to be commercially developable and as a result, the Company has not generated any revenue from these activities. The Company capitalizes expenditures associated with the direct acquisition, evaluation and exploration of mineral properties. When an area is disproved or abandoned, the acquisition costs and related deferred expenditures are written-off. The Company's present mineral properties and interests consist primarily of gold exploration properties or prospects which the Company believes have the potential for commercial gold recoveries. The Company has recorded cumulative write-offs of mineral properties of $ 67,920 during its exploration stage, a period of approximately one year. The Company's general and administrative expenses were $26,397 for the period ending December, 2000. This is the Company's second year of operations. The Company anticipates that general and administrative expenses will increase in fiscal 2001 if the Company moves ahead with the further exploration of its mineral property. Liquidity and Capital Resources. The Company's primary source of funds since incorporation has been through the issue of its common stock. The Company has no revenue from mining to date and does not anticipate mining revenues in the foreseeable future. The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company's liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Company's liquidity are substantially determined by the success or failure of the Company's exploration programs or the future acquisition of projects. The Company's cash position at December 31, 2001 was $1,702. The Company has not recorded any write-offs as of December 31, 2000. The Company did not incur any exploration costs for the period ending December 31, 2000. During Fiscal 2000 no option payments were made on its mineral property. At December 31, 2000 the Company had a working capital deficit of $ (21,420). At year end, December 31, 2000, the Company has met all its expenditure requirements under the mineral property option agreement it holds. During the first half of Fiscal 2001 and the second half of Fiscal 2001, the Company will evaluate market conditions and determine how best to proceed with its projects in Nevada. The balance of the Company's cash needs through the second half of Fiscal 2001 are expected to come from an equity financing. The Company intends to raise any required additional funds by selling equity securities. Item 7. FINANCIAL STATEMENTS BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 (Stated in U.S. Dollars) AUDITORS' REPORT To the Shareholders Braden Technologies, Inc. We have audited the balance sheets of Braden Technologies, Inc. (an exploration stage company) as at December 31, 2000 and 1999, and the statements of loss and deficit accumulated during the development stage, cash flows and stockholders' equity for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with United States and Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2000 and 1999 and the results of its operations and cash flows for the periods then ended in accordance with United States generally accepted accounting principles. Without qualifying our opinion, we draw attention to Note 1 to the financial statements. The Company incurred a net loss of $26,397 during the year ended December 31, 2000, and as at December 31, 2000, has not attained profitable operation and is dependent upon obtaining adequate financing to fulfil its exploration activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. Vancouver, B.C. /s/ DeMello & Company March 28, 2001 Certified General Accountants COMMENTS BY AUDITORS ON UNITED STATES - CANADA DIFFERENCE - - --------------------------------------------------------- In Canada, reporting standards for auditors do not permit the addition of an explanatory paragraph when the financial statements account for, disclose or present, in accordance with generally accepted accounting principles, conditions and events that cast substantial doubt on the Company's ability to continue as a going concern. Although our audits were conducted in accordance with both United States and Canadian generally accepted auditing standards, our report to the shareholders, dated March 28, 2001, is expressed in accordance with United States reporting standards which require a reference to such conditions and events in the Auditors' Report. Vancouver, B.C. /s/ DeMello & Company March 28, 2001 Certified General Accountants BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) BALANCE SHEETS (Stated in U.S. Dollars) - - -------------------------------------------------------------------------------- DECEMBER 31 2000 1999 - - -------------------------------------------------------------------------------- ASSETS Current Cash $ 1,702 $ 6,655 Mineral Property (Note 3) 1,000 1,000 ---------------------------- $ 2,702 $ 7,655 ================================================================================ LIABILITIES Current Accounts payable $ 23,122 $ 1,678 SHAREHOLDERS' EQUITY Share Capital Authorized: 25,000,000 Common shares, par value $0.001 per share Issued and Outstanding: 2,850,000 Common shares 2,850 2,850 Additional paid in capital 44,650 44,650 Deficit Accumulated During The Exploration Stage (67,920) (41,523) ---------------------------- (20,420) 5,977 ---------------------------- $ 2,702 $ 7,655 ================================================================================ Approved by the Directors: /s/ Peter Bell /s/ Rick Wilson - - --------------------------------------- --------------------------------------- BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF LOSS AND DEFICIT (Stated in U.S. Dollars)
- - -------------------------------------------------------------------------------------------------------------------- PERIOD FROM DATE OF ORGANIZATION INCEPTION YEAR FEBRUARY 17 FEBRUARY 17 ENDED 1999 TO 1999 TO DECEMBER 31 DECEMBER 31 DECEMBER 31 2000 1999 2000 - - -------------------------------------------------------------------------------------------------------------------- Expenses Bank charges $ 325 $ 294 $ 619 Mineral property exploration expenditures - 3,972 3,972 Professional fees 9,739 26,457 36,196 Office and sundry 4,333 372 4,705 Office facilities and services 12,000 10,428 22,428 -------------------------------------------------------------- Net Loss For The Period 26,397 41,523 $ 67,920 ============= Deficit Accumulated During The Exploration Stage, Beginning Of Period 41,523 - ----------------------------------------- Deficit Accumulated During The Exploration Stage, End Of Period $ 67,920 $ 41,523 =============================================================================================== Net Loss Per Share $ 0.01 $ 0.02 =============================================================================================== Weighted Average Number Of Shares Outstanding 2,850,000 2,745,899 ===============================================================================================
BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF CASH FLOWS (Stated in U.S. Dollars)
- - -------------------------------------------------------------------------------------------------------------------- PERIOD FROM DATE OF ORGANIZATION INCEPTION YEAR FEBRUARY 17 FEBRUARY 17 ENDED 1999 TO 1999 TO DECEMBER 31 DECEMBER 31 DECEMBER 31 2000 1999 2000 - - -------------------------------------------------------------------------------------------------------------------- Cash Flows From Operating Activities Net loss for the period $ (26,397) $ (41,523) $ (67,920) Adjustment To Reconcile Net Loss To Net Cash Used By Operating Activities Change in accounts payable 21,444 1,678 23,122 -------------------------------------------------------------- (4,953) (39,845) (44,798) -------------------------------------------------------------- Cash Flows From Investing Activity Mineral property - (1,000) (1,000) Cash Flows From Financing Activity Share capital issued - 47,500 47,500 -------------------------------------------------------------- Change In Cash (4,953) 6,655 1,702 Cash, Beginning Of Period 6,655 - - -------------------------------------------------------------- Cash, End Of Period $ 1,702 $ 6,655 $ 1,702 ====================================================================================================================
BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY DECEMBER 31, 2000 (Stated in U.S. Dollars)
Common Stock --------------------------------------------- Additional Paid-in Shares Amount Capital Deficit Total ---------------------------------------------------------------------------------- Shares Issued For Cash At $0.01 2,750,000 $ 2,750 $ 24,750 $ - $ 27,500 Shares Issued For Cash At $0.20 100,000 100 19,900 - 20,000 Net Loss For The Period - - - (41,523) (41,523) ---------------------------------------------------------------------------------- Balance, December 31, 1999 2,850,000 2,850 44,650 (41,523) 5,977 Net Loss For The Year - - - (26,397) (26,397) ---------------------------------------------------------------------------------- Balance, December 31, 2000 2,850,000 $ 2,850 $ 44,650 $ (67,920) $ (20,420) ==================================================================================
BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 (Stated in U.S. Dollars) 1. NATURE OF OPERATIONS a) Organization The Company was incorporated in the State of Nevada, U.S.A. on February 17, 1999. b) Exploration Stage Activities The Company is in the process of exploring its mineral property and has not yet determined whether the property contains ore reserves that are economically recoverable. The Company is in the exploration stage; therefore, recovery of its assets is dependent upon future events, the outcome of which is indeterminable. In addition, successful completion of the Company's exploration program and its transition, ultimately to the attainment of profitable operations, is dependent upon obtaining adequate financing to fulfil its exploration activities and achieve a level of sales adequate to support its cost structure. 2. SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: a) Mineral Property and Related Deferred Exploration Expenditures The Company capitalizes the acquisition costs of mineral properties in which it has a continuing interest to be amortized over the recoverable reserves when a property reaches commercial production. On abandonment of any property, applicable acquisition costs will be written off. To date, the Company has not established the commercial feasibility of its mineral property, therefore, all exploration expenditures are being expensed. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 (Stated in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates. c) Foreign Currency Translation The Company's functional currency is the U.S. dollar. Translation in foreign currency are translated into U.S. dollars as follows: i) monetary items at the rate prevailing at the balance sheet date; ii) non-monetary items at the historical exchange rate; iii) revenue and expense at the average rate in effect during the applicable accounting period. d) Income Taxes The Company has adopted Statement of Financial Accounting Standards No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. e) Net Loss Per Share The net loss per share is calculated using the weighted average number of common shares outstanding during the year. Fully diluted loss per share is not presented, as the impact of the exercise of options is anti-dilutive. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 (Stated in U.S. Dollars) 3. MINERAL PROPERTY The Company has entered into an option agreement to acquire a 50% interest in the Secret Basin, Nevada property for the following consideration: - cash payment of U.S. $1,000; - exploration expenditures totalling U.S. $250,000 by February 28, 2002, U.S. $10,000 of which must be expended by June 30, 2001. Consideration to date $ 1,000 ======== 4. CONTINGENCY Mineral Property The Company's mineral property interest has been acquired pursuant to an option agreement. In order to retain its interest, the Company must satisfy the terms of the option agreement described in Note 3. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The directors and officers of the Company, their ages and term of continuous service is as follows: Name Age Position with Served as a Director Registrant or Officer Since Peter William Bell 64 President/Sec. February 17, 1999 Treasurer Ross William Bailey 38 Director February 17, 1999 Richard Douglas Wilson 42 Director February 17, 1999 Mr. Peter William Bell is a director and is President of the Company. Mr. Bell is a self-employed consultant and is a director of Current Technology Corporation. Mr. Bell has a Bachelor of Science Degree in Pharmacy from the University of Manitoba and a Masters in Business Administration from the University of Western Ontario. Mr. Bell practiced as a licensed pharmacist until 1968. Mr. Bell has been a director and member of a number of health care companies and professional organizations. Mr. Bell has provided a wide range of consultant services to health care companies and organizations. These consultant services included: sales management and reorganization of sales force; regional market development and marketing strategy; medical opinion surveys and market analysis; medical device product market development; business immigration program presentations; management studies in healthcare organizations; development and growth of public corporations and reverse takeovers in public companies. Mr. Bell is also a director of Current Technology Corporation, a company that is publicly traded on the OTC Bulletin Board. Current Technology Corporation markets an electrostatic hair maintenance and re-growth process. Mr. Bell has been a director of Current Technology Corporation since 1992. Mr. Bell is also a director and is the President of Ezon Healthcare Corporation, a private company. Ezon Healthcare Corporation is involved in the development of a graphic labeling system for pharmaceutical products. Mr. Bell has been a director and the President of Ezon Healthcare Corporation since 1997. Mr. Bell also is, and has been since December 1998, the President and a Director of Explore Technologies, Inc. a public company organized in Nevada. Explore is a natural resource company engaged in the acquisition, exploration and development of mineral properties in Nevada, similar to the Company. Mr. Bell will provide services to the Company on a part-time basis, as required for the business of the Company. Mr. Bell's services include management and supervision of the business and director of the Company's exploration activities. There is no requirement on Mr. Bell to provide a fixed amount of time in the service of the Company. Consequently, the amount of time he spends on Company business is dependent on the needs of the Company. Mr. Ross William Johnston Bailey is a director of the Company and has a Bachelors Degree in Mechanical Engineering from the University of Victoria and is enrolled in the Masters in Business Administration program at Simon Fraser University. Mr. Bailey has been employed with Ballard Power Systems as a manufacturing engineer since 1995. Mr. Bailey was appointed to the Board of Directors of the Company on February 17, 1998. Richard Douglas Wilson is a director of the Company. Mr. Wilson is experienced in raising capital for mineral resource companies through the public market since 1987. Mr. Wilson has been a director and President of International Chargold Resources Ltd. since 1996. International Chargold Resources is a company that is publicly traded on the Vancouver Stock Exchange and that proposes to build and operate a precious metals refinery in Ghana, West Africa. Mr. Wilson has also been a director and secretary of Regent Ventures Ltd. since 1993. Regent Ventures is a company that is publicly traded on the Vancouver Stock Exchange and that owns a mineral property in the Yukon Territories, Canada. Mr. Wilson was appointed to the Board of Directors of the Company on February 17, 1998. All of the directors are residents of Canada. All directors are elected annually by the shareholders and hold office until the next Annual Meeting of Shareholders. Each officer of the Company holds office at the pleasure of the Board of Directors. No director or officer of the Company has any family relationship with any other officer or director of the Company. Section 16(a) Beneficial Ownership Reporting Compliance The following persons have failed to file, on a timely basis, the identified reports required by section 16(a) of the Exchange Act during the most recent fiscal year. - - -------------------------------------------------------------------------------- Number Transactions Known Failures of Late Not Timely To File a Required Name and Principal Position Reports Reported Form - - -------------------------------------------------------------------------------- Peter Bell, President,CEO, Sec/Treas. 0 0 None Richard Wilson, Director 0 0 None Ross Bailey, Director 0 0 None - - -------------------------------------------------------------------------------- Certain Significant Employees or Consultants The Company has consulting relationships with other geologists and persons that are included in its projects and properties from time to time. Item 10. EXECUTIVE COMPENSATION Officers and Directors The Company did not pay any remuneration to its officers or directors during the period January 1, 2000 to December 31, 2000 the date of its annual financial statements. The Company does not presently pay any compensation to any of its officers and directors. The Company may during the course of the current year decide to compensate its officers and directors for their services. Incentive Stock Options The Company does not have any options to purchase securities of the Company outstanding. The Company may in the future establish an incentive stock option plan for its directors, officers, employees and consultants. Directors The Directors of the Company did not receive cash compensation by the Company for their service as directors during the most recently completed fiscal year. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 31, 2001, the number of Common Stock and the corresponding percentage ownership of (I) each person who held of record, or was known by the Company to own beneficially, more than five percent of the Company's Common Stock, (ii) each director and executive officer of the Company, and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated, the Company believes the following persons have sole voting and investment power with respect to the number of shares set forth opposite their names. - - -------------------------------------------------------------------------------- Amount of Name and Address Beneficial Percent of Beneficial Owner Ownership of Class - - -------------------------------------------------------------------------------- Peter William Bell 500,000 17.54% #105 - 3389 Capilano Road North Vancouver, B.C. V7R 4W7 - - -------------------------------------------------------------------------------- Ross W.J. Bailey 100,000 3.51% #202 - 2136 West 1st Avenue Vancouver, BC V6K 1E8 - - -------------------------------------------------------------------------------- Richard Douglas Wilson 50,000 1.75% Penthouse 8 - 1060 Alberni Street Vancouver, BC V6E 2K2 - - -------------------------------------------------------------------------------- Aileen Mary Fehr 250,000 8.77% 3996 Michener Court, North Vancouver, BC V7K 3C7 - - -------------------------------------------------------------------------------- Dennis Lyle Higgs (1), (2) 865,000 30.35% 4520 West 5th Avenue Vancouver, BC V6R 1S7 - - -------------------------------------------------------------------------------- Darlene Higgs (1), (3) 865,000 30.35% 4520 West 5th Avenue Vancouver, BC V6R 1S7 - - -------------------------------------------------------------------------------- Douglas V. Higgs (1), (4) 865,000 30.35% 110 - 7180 Lindsay Road Richmond, BC V7C 3M6 - - -------------------------------------------------------------------------------- Darcy Allan Higgs (1), (5) 865,000 30.35% 4554 West 2nd Avenue Vancouver, BC V6P 1K8 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- Carleen Higgs (1), (6) 865,000 30.35% 4520 West 5th Avenue Vancouver, BC V6R 1S7 - - -------------------------------------------------------------------------------- Terri-Lyn Ker (1), (7) 865,000 30.35% 4924 45th Avenue Delta, BC V4K 1K3 - - -------------------------------------------------------------------------------- Eric Gordon Fergie 175,000 6.14% 2221 Venables Street Vancouver, BC V5L 2J5 - - -------------------------------------------------------------------------------- Gordon H. Lloyd 250,000 8.77% Suite 160, 12820 Clark Place Richmond, BC - - -------------------------------------------------------------------------------- Directors and Officers As a Group 650,000 22.80% - - -------------------------------------------------------------------------------- (1) All shares indicated as beneficially owned include the following shares because of the affiliation between Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lynn Ker: (i) 200,000 shares owned by Dennis Higgs; (ii) 80,000 shares owned by Darlene Higgs; (iii) 200,000 shares owned by Douglas Higgs; (iv) 200,000 shares owned by Darcy Higgs; (v) 75,000 shares owned by Carleen Higgs and registered in the name of Santorini Investments Ltd.; and (vi) 110,000 shares owned by Terri-Lynn Kerr; (2) Dennis Higgs is: (i) the husband of Darlene Higgs; (ii) the brother of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and (iii) the brother-in-law of Carleen Higgs. Dennis Higgs disclaims any beneficial ownership of all shares owned by Darlene Higgs, Douglas Higgs, Darcy Higgs, Carlene Higgs and Terri-Lyn Ker. (3) Darlene Higgs is: (i) the wife of Dennis Higgs; (ii) the sister-in-law of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and (iii) the sister-in-law of Carleen Higgs. Darlene Higgs disclaims any beneficial ownership of all shares owned by Dennis Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn Ker. (4) Douglas Higgs is: (i) the brother of Darcy Higgs, Dennis Higgs and Terri-Lyn Ker; and (ii) the brother-in-law of Carleen Higgs and Darlene Higgs. Douglas Higgs disclaims any beneficial ownership of all shares owned by Dennis Higgs, Darlene Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn Ker. (5) Darcy Higgs is: (i) the husband of Carleen Higgs; (ii) the brother of Dennis Higgs, Douglas Higgs and Terri-Lyn Ker; and (iii) the brother-in-law of Darlene Higgs. Darcy Higgs disclaims any beneficial ownership of all shares owned by Dennis Higgs, Darlene Higgs, Douglas Higgs, Carleen Higgs and Terri-Lyn Ker. (6) Carleen Higgs is: (i) the wife of Darcy Higgs; (ii) the sister-in-law of Douglas Higgs, Dennis Higgs, Terri-Lyn Ker and Darlene Higgs. Carleen Higgs disclaims any beneficial ownership of all shares owned by Dennis Higgs, Douglas Higgs, Darcy Higgs, Darlene Higgs and Terri-Lyn Ker. The 75,000 shares owned by Carleen Higgs are registered in the name of Santorini Investments Corp., a private company controlled by Carleen Higgs. (7) Terri-Lyn Ker is: (i) the sister of Darcy Higgs, Dennis Higgs and Douglas Higgs; and (ii) the sister-in-law of Darlene Higgs and Carleen Higgs. Terri-Lyn Ker disclaims any beneficial ownership of all shares owned by Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy Higgs and Carleen Higgs. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except as disclosed below, none of the directors or officers of the Company, nor any proposed nominee for election as a director of the Company, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any promoter of the Company, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the date of the Company's incorporation or in any presently proposed transaction which, in either case, has or will materially affect the Company. The Company entered into a management contract dated February 17, 1999 with Senate Capital Group Inc. whereby Senate Capital Group has agreed to provide office administration services to the Company. See Item 2 "Description of Business - Administration". Senate Capital Group is a private company controlled by Mr. Dennis Higgs. Mr. Dennis Higgs indirectly owns more that 10% of the Company's Common stock. See Item 11. "Security Ownership of Management and Certain Stock Holders". It should be noted, however, that the Consulting Geologist, John Rice, who prepared the geological reports on which the business plan was at least partially based, is the Vendor on the Underlying Agreement which transferred the mineral rights to Miranda and as a result will be entitled to up to 70,000 common shares of Miranda Industries Inc. as described above under the section entitled "Mineral Property Option Agreement" The Company's policy regarding related transactions requires that any director or officer who has an interest in any transaction to be approved by the board of directors of the Company disclose the presence and the nature of the interest to the board of directors prior to any approval of the transaction by the board of directors. The transaction may then be approved by a majority of the disinterested directors, provided that an interested director may be counted in the determining the presence of a quorum at the meeting of the board of directors to approve the transaction. The Company's policy regarding compensation for directors and officers is that the board of directors may, without regard to personal interest, establish the compensation of directors for services in any capacity. Item 13. EXHIBITS, AND REPORTS ON FORM 8-K. Exhibits: - - --------- Exhibit 1: Articles of Incorporation * Exhibit 2: Bylaws * Exhibit 3: Mineral Property Option Agreement * Exhibit 4: Agreement with John Rice * Exhibit 5: Office Facilities and Service Contract between the Company and Senate Capital Group Inc. * * Incorporated by reference from our registration statement on Form 10-SB originally filed with the commission on 4-20-99 and as amended on 2-25-2000 (File No. 0-25827) Financials: - - ---------- The Company's audited Financial Statements, as described below, are incorporated as Item 7 of this Form 10-KSB filing. Auditors Report of DeMello & Company dated March 28, 2001 Consolidated Balance Sheet for the period ended December 31, 2000 Consolidated Statement of Loss and Deficit for the period ended December 31, 2000. Consolidated Statement of Cash Flows for the period ended December 31, 2000. Notes to Consolidated Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRADEN TECHNOLOGIES INC. /s/ Peter Bell By: ------------------------------------------- PETER BELL, Director, President Chief Executive Officer Date: March 28, 2001 In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Peter Bell By: ------------------------------------------- Peter Bell, Director, President, and CEO Date: March 28, 2001 /s/ Richard Wilson By: ------------------------------------------- Richard Wilson, Director Date: March 28, 2001 /s/ Ross Bailey By: ------------------------------------------- Ross Bailey, Director Date: March 28, 2001 EX-27 2 fds.xfd
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR Jan-01-2000 Dec-31-2000 Dec-31-2000 1,701 0 0 0 0 2,702 0 0 0 23,122 0 0 0 0 0 0 0 0 0 0 26,397 0 0 (67,920) 0 0 0 0 0 (67,920) (0.01) (0.01)
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