10KSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-KSB

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

For the fiscal year ended    December 31, 2002                 

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 306 -1140 Homer Street, Vancouver, B.C. V6B 2X6
(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      

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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.

            11,400,000                        

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     BRADEN TECHNOLOGIES INC.
ANNUAL REPORT ON FORM 10 -KSB

INDEX

PART 1
Item 1.	DESCRIPTION OF BUSINESS	4
Item 2.	DESCRIPTION OF PROPERTY	9
Item 3.	LEGAL PROCEEDINGS	10
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
PART II
Item 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10
Item 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	10
Item 7.	FINANCIAL STATEMENTS	12
Item 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
PART III
Item 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
	COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	23
Item 10.	EXECUTIVE COMPENSATION	25
Item 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	25
Item 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	27
Item 13.	EXHIBITS, AND REPORTS ON FORM 8-K	28
Item 14.	CONTROLS AND PROCEDURES	28
CERTIFICATIONS		31

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PART I

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.

Description of Business

In General

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 306 – 1140 Homer 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:

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1.    initial exploration expenditures in the amount of $10,000 US by June 30, 2003, 2000; and (Under an amended agreement dated December 30, 2002, the initial exploration expenditures must be incurred by June 30, 2003).

2.    cumulative exploration expenditures in the amount of $250,000 US by December 31, 2003.

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.

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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 Number	BLM 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.

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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.

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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 Survey	Contractor	$	9,000	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

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• 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.

Recent Developments

Subsequent to the year end, the Board of Directors of the Company approved a four-for-one split of the company’s common stock to be effective March 10, 2003. The Company’s authorized capital increased from 25,000,000 shares to 100,000,000 shares of common stock in connection with the stock split. Each shareholder will be issued share certificates representing three additional shares for each share held.

The Company has been in the gold exploration sector since 1999 and advises shareholders that the Company is actively seeking additional gold projects. The acquisition and exploration of any new mineral exploration properties will be subject to the Company achieving the necessary financing.

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.

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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.

PART II

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 eight fiscal quarters:

For the Period Ending	High	Low	Close	Volume
12/31/02	-0-	-0-	-0-	-0-
09/30/02	-0-	-0-	-0-	-0-
06/30/02	-0-	-0-	-0-	-0-
03/31/02	-0-	-0-	-0-	-0-
12/31/01	-0-	-0-	-0-	-0-
09/30/01	-0-	-0-	-0-	-0-
06/30/01	-0-	-0-	-0-	-0-
03/31/01	$.8125	$0.75	$0.8125	10,000

As of March 26, 2003 there were 35 registered shareholders of the Company’s common stock.

Limited Public Market for Common Stock

There is presently a limited public market for our common stock in the over-the-counter market under the symbol "BDNT." However, as of the end of our fiscal year on December 31, 2002, there was no public market for our common stock.

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.

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The Company had cash on hand in the amount of $17 as of December 31, 2002. The Company will require additional funding by June 30, 2003 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, 2003.

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 December 31, 2003. 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, 2002

The Company is in the exploration stage and has no revenues from operations in Fiscal 2002. 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 $111,253 during its exploration stage, a period of approximately one year.

The Company’s general and administrative expenses were $24,464 for the period ending December, 2002. This is the Company’s third year of operations. The Company anticipates that general and administrative expenses will increase in Fiscal 2003 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.

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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, 2002 was $17.

The Company has not recorded any write-offs as of December 31, 2002.

The Company did not incur any exploration costs for the period ending December 31, 2002.

During Fiscal 2002 no option payments were made on its mineral property.

At December 31, 2002 the Company had a working capital deficit of $ 63,753.

At year end, December 31, 2002, the Company has met all its expenditure requirements under the mineral property option agreement it holds.

During the first half of Fiscal 2003 and the second half of Fiscal 2003, 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 2003 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

Index to Financial Statements:

1.		Auditors’ Report
2.		Audited Financial Statements for the year ended December 31, 2002, including:
	a.	Balance Sheets as at December 31, 2002 and 2001;
	b.	Statements of Loss and Deficit for the years ended December 31, 2002 and 2001;
	c.	Statements of Stockholders’ Equity (Deficiency) for the years ended December 31, 2002 and 2001;
	d.	Statements of Cash Flows for the years ended December 31, 2002 and 2001;
	e.	Notes to Financial Statements.

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001
(Stated in U.S. Dollars)

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AUDITORS' REPORT

To the Shareholders and Directors of
Braden Technologies Inc.
(An exploration stage company)

We have audited the balance sheets of Braden Technologies Inc. (an exploration stage company) as at December 31, 2002 and 2001, and the statements of loss and deficit accumulated during the exploration stage, cash flows, and stockholders’ equity for the years ended December 31, 2002 and 2001, and for the period from inception, May 26, 1999, to December 31, 2002. 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 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001, and the results of its operations and cash flows for the years ended December 31, 2002 and 2001, and for the period from inception, May 26, 1999, to December 31, 2002 in accordance with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in to Note 1 to the financial statements, the Company has incurred a net loss of $111,253 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its exploration activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, B.C.	“DeMello & Company”
March 17, 2003	Certified General Accountants

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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

BALANCE SHEETS (RESTATED – NOTE 6)
(Stated in U.S. Dollars)

		DECEMBER 31
		2002			2001
ASSETS
Current
Cash	$	17		$	1,393
Mineral Property interest (Note 3)		-			-
	$	17		$	1,393
LIABILITIES
Current
Accounts payable	$	63,770		$	40,682
SHAREHOLDERS’ DEFICIENCY
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		(111,253	)		(86,789	)
		(63,753	)		(39,289	)
	$	17		$	1,393

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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENTS OF LOSS AND DEFICIT (RESTATED – NOTE 6)
(Stated in U.S. Dollars)

							INCEPTION
							FEBRUARY 17
		YEARS ENDED					1999 TO
		DECEMBER 31					DECEMBER 31
		2002			2001		2002
Expenses
Bank charges, interest and foreign
exchange	$	537		$	126	$	1,282
Mineral property acquisition payments and
exploration expenditures		1,179			-		6,151
Professional fees		5,212			4,044		45,452
Office and sundry		769			1,699		7,173
Office facilities and services		12,000			12,000		46,428
Travel and business promotion		4,767			-		4,767
Net Loss For The Year		24,464			17,869	$	111,253
Deficit Accumulated During The Exploration
Stage, Beginning Of Year, as previously
reported		86,789			67,920
Prior Period Adjustment (Note 6)		-			1,000
Deficit Accumulated During The Exploration
Stage, Beginning Of Year, as restated		86,789			68,920
Deficit Accumulated During The Exploration
Stage, End Of Year	$	111,253		$	86,789
Basic And Diluted Loss Per Share	$	0.01		$	0.01
Weighted Average Number Of Shares
Outstanding		2,850,000			2,850,000

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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS (RESTATED – NOTE 6)
(Stated in U.S. Dollars)

								INCEPTION
								FEBRUARY 17
		YEARS ENDED						1999 TO
		DECEMBER 31						DECEMBER 31
		2002			2001			2002
Cash Flows From Operating Activities
Net loss for the year	$	(24,464	)	$	(17,869	)	$	(111,253	)
Adjustment To Reconcile Net Loss To Net
Cash Used By Operating Activities
Change in accounts payable		23,088			17,560			63,770
		(1,376	)		(309	)		(47,483	)
Cash Flows From Financing Activity
Share capital issued		-			-			47,500
Increase (Decrease) In Cash		(1,376	)		(309	)		17
Cash, Beginning Of Year		1,393			1,702			-
Cash, End Of Year	$	17		$	1,393		$	17

17

BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY (RESTATED – NOTE 6)

DECEMBER 31, 2002
(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	-			-			-			(42,523	)		(42,523	)
Balance, December 31, 1999	2,850,000			2,850			44,650			(42,523	)		4,977
Net loss for the year	-			-			-			(26,397	)		(26,397	)
Balance, December 31, 2000	2,850,000			2,850			44,650			(68,920	)		(21,420	)
Net loss for the year	-			-			-			(17,869	)		(17,869	)
Balance, December 31, 2001	2,850,000			2,850			44,650			(86,789	)		(39,289	)
Net loss for the year	-			-			-			(24,464	)		(24,464	)
Balance, December 31, 2002	2,850,000		$	2,850		$	44,650		$	(111,253	)	$	(63,753	)

18

BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001
(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 has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
c)	Going Concern
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $111,253 for the period from inception, February 17, 1999, to December 31, 2002, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of, and classification of, liabilities that might be necessary in the event the Company cannot continue in existence.

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.

19

BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	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 Acquisition Payments and Exploration Costs
		The Company expenses all costs related to the acquisition and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its mineral property, therefore, all exploration expenditures are being expensed.
	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. Transactions 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.

20

BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	e)	Basic and Diluted Loss Per Share
		In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2002, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

3.	MINERAL PROPERTY
	The Company has entered into an option agreement, dated February 18, 1999, as amended, to acquire a 50% interest in the Secret Basin, Nevada property for the following consideration:
	-      cash payment of U.S. $1,000 (paid);
	-      exploration expenditures totalling U.S.$10,000 by June 30, 2003;
	-      exploration expenditures totalling U.S. $250,000 by December 31, 2003.
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.
5.	RELATED PARTY TRANSACTION
	During the year ended December 31, 2002, the Company incurred $12,000 (2001 - $12,000) for office facilities and services to a company related by common directors.

21

BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001
(Stated in U.S. Dollars)

6.

PRIOR PERIOD ADJUSTMENT

During the year ended December 31, 2001, the Company adjusted its accounting for mineral property option payments which had previously been capitalized. The adjustment was made in order to reflect the initial expensing of all costs related to the maintenance and exploration of mineral property interests where commercial feasibility has not been established. The adjustment results in the following changes:

		2002		2001
Decrease in mineral property interest	$	-	$	(1,000	)
Increase in deficit		-		1,000

7.	SUBSEQUENT EVENT
	Subsequent to December 31, 2002, the Company completed a four-for-one split of its authorized and its issued common stock.

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Item 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

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	66	President, CEO
		Sec	February 17, 1999
		Treasurer
Ross William Bailey	40	Director	February 17, 1999
Richard Douglas Wilson	44	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

23

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 was employed with Ballard Power Systems as a manufacturing engineer until March, 2003. Currently, he is manager of business development at Greenlight Power Technologies for North America. 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.

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Item 10.          EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended December 31, 2002, 2001 and 2000:

		Annual Compensation				Long Term Compensation
Name	Title	Year	Salary	Bonus	Other Annual Compensation	Restricted Stock Awarded	Options/* SARs (#)	LTIP payouts ($)	All Other Compensation
Peter Bell*	President, Secretary/ Treasurer Director	2002 2001 2000	$0 $0 $0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0
Ross Bailey	Director	2002 2001 2000	$0 $0 $0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0
Richard Wilson	Director	2002 2001 2000	$0 $0 $0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0

STOCK OPTION GRANTS

We did not grant any stock options to any of our officers, directors or employees during our most recent fiscal year ended December 31, 2002. We have also not granted any stock options to any of our officers, directors or employees since December 31, 2002.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors or employees during the financial year ended December 31, 2002. No stock options have been exercised since December 31, 2002.

OUTSTANDING STOCK OPTIONS

We do not have any stock options outstanding.

COMPENSATION AGREEMENT

The Company did not pay any remuneration to its officers or directors during the period January 1, 2002 to December 31, 2002, 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.

Item 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2002, 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

25

have sole voting and investment power with respect to the number of shares set forth opposite their names. Subsequent to the year end, the Board of Directors of the Company approved a four-for-one split of the company’s stock to be effective March 10, 2003. Each of the following shareholders will be issued share certificates representing three additional shares for each share held.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Class
Peter William Bell #105 - 3389 Capilano Road North Vancouver, B.C. V7R 4W7	500,000	17.54%
Ross W.J. Bailey #202 - 2136 West 1st Avenue Vancouver, BC V6K 1E8	100,000	3.51%
Richard Douglas Wilson Penthouse 8 - 1060 Alberni Street Vancouver, BC V6E 2K2	50,000	1.75%
Aileen Mary Lloyd 3996 Michener Court, North Vancouver, BC V7K 3C7	250,000	8.77%
Dennis Lyle Higgs (1), (2) 4520 West 5th Avenue Vancouver, BC V6R 1S7	865,000	30.35%
Darlene Higgs (1), (3) 4520 West 5th Avenue Vancouver, BC V6R 1S7	865,000	30.35%
Douglas V. Higgs (1), (4) 110 - 7180 Lindsay Road Richmond, BC V7C 3M6	865,000	30.35%
Darcy Allan Higgs (1), (5) 4554 West 2nd Avenue Vancouver, BC V6P 1K8	865,000	30.35%
Carleen Higgs (1), (6) 4520 West 5th Avenue Vancouver, BC V6R 1S7	865,000	30.35%
Terri-Lyn Ker (1), (7) 4924 45th Avenue Delta, BC V4K 1K3	865,000	30.35%
Eric Gordon Fergie 2221 Venables Street Vancouver, BC V5L 2J5	175,000	6.14%
Gordon H. Lloyd Suite 160, 12820 Clark Place Richmond, BC	250,000	8.77%
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

26

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

27

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.

(a)      Exhibits:

Exhibit 1: Amended Property Option Agreement dated December 30, 2002

(b)      Reports on Form 8K

No reports on Form 8K were filed during the last quarter of our fiscal year ended December 31, 2002.

No reports on Form 8K have been filed since December 31, 2002.

Item 14.          CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, within 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Office and Chief Financial Officer (or persons performing similar functions). Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or other factors, which could significantly affect the internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

28

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.

By:    /s/ “Peter Bell”                     
     PETER BELL, Director, President
     Chief Executive Officer
     Date: March 26, 2003

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.

By:    /s/ “Peter Bell”                     
     PETER BELL, Director, President
     Chief Executive Officer
     Date: March 26, 2003

29

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Bell, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Form 10-KSB of Braden Technologies Inc. for the year ended December 31, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Annual Report on Form 10-KSB fairly presents in all material respects the financial condition and results of operations of Braden Technologies Inc.

By:	/s/ “Peter Bell”
Name:	PETER BELL
Title:	President,Chief Executive
	Officer,Secretary, Treasurer
Date:	March 26, 2003

30

CERTIFICATIONS

I, Peter Bell certify that:

1.	I have reviewed this annual report on Form 10-KSB of Braden Technologies Inc. (“Braden”);
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to Braden, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of Braden’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to Braden’s auditors and the audit committee of Braden’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for Braden’s auditors any material weaknesses in internal controls; and

31

b) any fraud, whether or not material, that involves management or other employees who have a significant role in Braden’s internal controls; and

6. I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

    /s/ “Peter Bell”                     
Peter Bell
President
Chief Executive Officer
Secretary/Treasurer

Date: March 26, 2003

32

EX-1

AMENDMENT AGREEMENT

THIS AGREEMENT is made as of the 30th day of December, 2002.

BETWEEN:	MIRANDA DIAMOND CORP.
	(Formerly Thrush Industries Inc.)
	Suite 306 – 1140 Homer Street
	Vancouver, B.C.
	V6B 2X6
	(the “Optionor”)
		OF THE FIRST PART
AND:	BRADEN TECHNOLOGIES INC.
	Suite 306 – 1140 Homer Street
	Vancouver, B.C.
	V6B 2X6
	(“Braden”)
		OF THE SECOND PART
WHEREAS:

A.	The parties entered into a property option agreement dated the 18th day of February, 1999 (the “Agreement”), and an amendment agreement dated June 25, 2001 with respect to the acquisition by Braden of an option on the Secret Basin property; and
B.	The parties now wish to amend the Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that the Agreement is amended as follows:

1.  By the deletion of paragraph 2.01 in its entirety and the substitution therefor of the following:

2.01. The Optionor hereby grants to Braden the exclusive right and option to acquire an undivided 50% right, title and interest in and to the Property for total consideration consisting of cash payments to the Optionor totalling $1000 and the incurrence of Property Expenditures totalling $250,000 to be made as follows:

(a)	upon execution of this Agreement, the payment to the Optionor of the sum of $1000;
(b)	by June 30, 2003 the incurrence of Property Expenditures in the amount of $10,000;
(c)	by December 31, 2003 the incurrence of Property Expenditures in the cumulative amount of $250,000.

2. The parties hereby ratify and confirm the Agreement in all other respects.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

THE COMMON SEAL OF MIRANDA	c/s
DIAMOND CORP. was hereunto
affixed in the presence of:
/s/ “Aileen Lloyd”
THE COMMON SEAL OF BRADEN	c/s
TECHNOLOGIES INC, was hereunto
affixed in the presence of:
/s/ “Peter Bell”