10QSB 1 form10qsb.htm QUARTERLY REPORT FOR PERIOD ENDED SEPTEMBER 30, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - Braden Technologies Inc. - Form 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

  x  Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
For the quarterly period ended September 30, 2003

  ¨  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.
(Name of small business issuer in its charter)

NEVADA 88-0419475
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
Suite 306, 1140 Homer Street, Vancouver, BC V6B 2X6
(Address of principal executive offices) (Zip Code)
   
604-689-1659  
Issuer's telephone number  

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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. x  

State issuer's 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.) $MARKET VALUE], based on a price of $0.10 per share, being the last sale price of the Registrant’s common stock 7,940,000

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 shares of Common Stock as of November 12, 2003

Transitional Small Business Disclosure Format (check one): Yes ¨     No x  


     BRADEN TECHNOLOGIES INC. QUARTERLY
REPORT ON FORM 10-QSB

INDEX

    PAGE
PART I    
     
Item 1. Financial Statements 4
     
Item 2. Management’s Discussion and Analysis or Plan of Operations. 12
     
Item 3. Controls and Procedures. 14
     
PART II    
     
Item 1. Legal Proceedings 15
     
Item 2. Changes in Securities 15
     
Item 3. Defaults Upon Senior Securities 15
     
Item 4. Submission of Matters to a Vote of Securities Holders 15
     
Item 5. Other Information 15
     
Item 6. Exhibits and Reports on Form 8K 15
     
Signatures   17

2


PART I

ITEM 1. Financial Statements

Index to Financial Statements:

1. Financial Statements for the quarterly period ended September 30, 2003, including:
     
  a. Balance Sheet as at September 30, 2003 and December 31, 2002;
     
  b. Statement of Loss and Deficit for the three month and Nine month period ended September 30, 2003 and, 2002;
     
  c. Statements of Stockholders’ Equity (Deficiency) for the period ended September 30, 2003;
     
  d. Statements of Cash Flows for the three month and nine month period ended September 30, 2003 and 2002;
     
  e. Notes to Financial Statements.

3


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

 

4


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)

    SEPTEMBER 30     DECEMBER 31  
    2003     2002  
             
ASSETS            
             
Current            
         Cash $ 15   $ 17  
             
Mineral Property interest (Note 3)   -     -  
             
  $ 15   $ 17  
             
LIABILITIES            
             
Current            
         Accounts payable $ 83,617   $ 63,770  
             
SHAREHOLDERS’ DEFICIENCY            
             
Share Capital            
         Authorized:            
                  100,000,000 common shares, par value $0.001 per            
                           share            
             
         Issued and outstanding:            
                  11,400,000 common shares   11,400     11,400  
             
         Additional paid-in capital   36,100     36,100  
             
Deficit Accumulated During The Exploration Stage   (131,102 )   (111,253 )
    (83,602 )   (63,753 )
  $ 15   $ 17  

5


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)

                            INCEPTION  
                            FEBRUARY  
    THREE MONTHS ENDED     NINE MONTHS ENDED     2000 TO  
    SEPTEMBER 30     SEPTEMBER 30     SEPTEMBER 30  
    2003     2002     2003     2002     2003  
                               
Expenses                              
         Bank charges, interest and                              
                  foreign exchange $ 8   $ (558 ) $ 3,903   $ 241   $ 5,185  
         Mineral property acquisition                              
                  payments and exploration                              
                  expenditures   -     -     -           6,151  
         Professional fees   138     237     2,151     4,973     47,603  
         Office and sundry   -     370     1,071     422     8,244  
         Office facilities and services   3,000     3,000     9,000     9,000     55,428  
         Travel and business                              
                  promotion   -     4,767     3,724     4,767     8,491  
                               
Net Loss For The Period   3,146     7,816     19,849     19,403   $ 131,102  
                               
Deficit Accumulated During                              
         The Exploration Stage,                              
         Beginning Of Period   127,956     98,376     111,253     86,789        
                               
Deficit Accumulated During                              
         The Exploration Stage, End                              
         Of Period $ 131,102   $ 106,192   $ 131,102   $ 106,192        
                               
Net Loss Per Share $ 0.01   $ 0.01   $ 0.01   $ 0.01        
                               
Weighted Average Number Of                              
         Shares Outstanding   11,400,000     11,400,000     11,400,000     11,400,000        

6


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

                            INCEPTION  
                            FEBRUARY 17  
    THREE MONTHS ENDED     NINE MONTHS ENDED     2000 TO  
    SEPTEMBER 30     SEPTEMBER 30     SEPTEMBER 30  
    2003     2002     2003     2002     2003  
                               
Cash Flows From Operating                              
      Activities                              
         Net loss for the period $ (3,146 ) $ (7,816 ) $ (19,849 ) $ (19,403 ) $ (131,102 )
                               
Adjustment To Reconcile Net Loss                              
      To Net Cash Used By Operating                              
      Activities                              
         Change in accounts payable   3,133     7,817     19,847     18,037     83,617  
    (13 )   1     (2 )   (1,366 )   (47,485 )
                               
Cash Flows From Financing                              
      Activity                              
         Share capital issued   -     -     -     -     47,500  
                               
Increase (Decrease) In Cash   (13 )   1     (2 )   (1,366 )   15  
                               
Cash, Beginning Of Period   28     26     17     1,393     -  
                               
Cash, End Of Period $ 15   $ 27   $ 15   $ 27   $ 15  

7


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

COMMON STOCK              
            ADDITIONAL              
            PAID-IN              
SHARES     AMOUNT     CAPITAL     DEFICIT     TOTAL  
                             
Shares issued for cash at $0.01 11,000,000   $ 11,000   $ 16,500   $ -   $ 27,500  
                             
Shares issued for cash at $0.20 400,000     400     19,600     -     20,000  
                             
Net loss for the period -     -     -     (42,523 )   (42,523 )
                             
Balance, December 31, 1999 11,400,000     11,400     36,100     (42,523 )   4,977  
                             
Net loss for the year -     -     -     (26,397 )   (26,397 )
                             
Balance, December 31, 2000 11,400,000     11,400     36,100     (68,920 )   (21,420 )
                             
Net loss for the year -     -     -     (17,869 )   (17,869 )
                             
Balance, December 31, 2001 11,400,000     11,400     36,100     (86,789 )   (39,289 )
                             
Net loss for the year -     -     -     (24,464 )   (24,464 )
                             
Balance, December 31, 2002 11,400,000     11,400     36,100     (111,253 )   (63,753 )
                             
Net loss for the period -     -     -     (19,849 )   (19,849 )
                             
Balance, September 30, 2003 11,400,000   $ 11,400   $ 36,100   $ (131,102 ) $ (83,602 )

8


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

1.

BASIS OF PRESENTATION

The unaudited interim financial statements as of September 30, 2003 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States of America generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the December 31, 2002 audited financial statements and notes thereto.

     
2.
  
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 $131,102 for the period from inception, February 17, 1999, to September 30, 2003, 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.

9


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. 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 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.

10


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES
     
  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)

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 June 30, 2002, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

     
4.

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 December 31, 2003;
-       exploration expenditures totalling U.S. $250,000 by June 30, 2004.

     
5.

SHARE CAPITAL

On February 21, 2003, the Company effected a four-for-one stock split of its common stock. All common share and per common share information in the accompanying financial statements and related notes have been restated to reflect this stock split.

11


BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2003
(Unaudited)
(Stated in U.S. Dollars)

6.

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.

   
7.

RELATED PARTY TRANSACTION

During the period ended September 30, 2003, the Company incurred $9,000 (2002 - $9,000) for office facilities and services to a company related by common directors.

 

ITEM 2.           Management’s Discussion and Analysis or Plan of Operations

Plan Of Operations

The Company currently does not have sufficient funds to proceed with Phase One of the exploration program. With its current cash position, the Company cannot complete Phase I without additional financing. The approximate cost of the Phase I work program is $10,000. The Company has negotiated another extension to the date for the completion of the required exploration expenses under the option agreement. At this stage, our future business is dependent upon the company’s ability to secure additional financing. No assurances can be given that we will be successful in this regard.

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 needed in the form of an 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.

12


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 Agreement to incur $250,000 of exploration expenditures on the Miranda Property by June 30, 2004. 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 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.

Management is encouraged by the recent increase in the price of gold. The Company has been in the gold exploration sector since 1999 and the acquisition and exploration of any new mineral exploration properties will be subject to the Company achieving the necessary financing.

Results of Operations for the three month period ended September 30, 2003 and the nine month period ended September 30, 2003

The Company is in the exploration stage and has had no revenue from operations. 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 has recorded cumulative write-offs of mineral properties of $131,956 for the three month and nine period ending September 30, 2003.

The Company’s general and administrative expenses were $3,146 for the three month period ending September, 2003. 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 or acquires additional mineral properties.

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 September 30, 2003 was $15. The Company will require additional funding 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 December 31, 2003

The Company has not recorded any write-offs as of September 30, 2003.

The Company did not incur any exploration costs for the three month period ended September 30, 2003.

13


During this three month period ending September 30, no option payments were made on its mineral property.

At September 30, 2003 the Company had a working capital deficit of $83,602.

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 Company intends to raise any required additional funds by selling equity securities

ITEM 3.           CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2003, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Dennis Higgs and Chief Financial Officer, Ms. Aileen Lloyd. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our 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 our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended September 30, 2003, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

14


PART II

Item 1.     Legal Proceedings

None

Item 2.     Changes in Securities

None

Item 3.     Defaults Upon Senior Securities

None

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

No matters were submitted to our security holders for a vote during the third quarter of our fiscal year ending December 31, 2003.

Item 5.     Other Information

None

Item 6.     Exhibits and Reports on Form 8K

EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits and Index of Exhibits

10.1 Amended Property Option Agreement
   
31.1
Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer (1)
   
31.2
Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer (1)
   
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
   
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

5




(1) Filed as an exhibit to this Quarterly Report on Form 10-QSB.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the third quarter of our fiscal year ended December 31, 2003.

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

16


SIGNATURES

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

BRADEN TECHNOLOGIES INC.

By: /s/ Peter Bell  
  Peter Bell, President and Chief Executive Officer  
  Director  
  Date: November 12, 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, President and Chief Executive Officer  
  Director  
  Date: November 12, 2003  
     
By: /s/ Peter Bell  
  Peter Bell Treasurer and Secretary  
  Director  
  Date: November 12, 2003  

17