SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
AMENDMENT NO. 3
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRADEN TECHNOLOGIES INC.
(Exact name of Company as specified in its charter)
NEVADA 88-0419475
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 505, 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 604-689-1659
SEC File Number 0-25827
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
-----------------------------------------
(Title of class)
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TABLE OF CONTENTS
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Page
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COVER PAGE 1
TABLE OF CONTENTS 2
PART I 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 13
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 13
REMUNERATION OF DIRECTORS AND OFFICERS 14
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 15
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 16
SECURITIES BEING OFFERED 16
PART II 18
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS 18
LEGAL PROCEEDINGS 18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 18
RECENT SALES OF UNREGISTERED SECURITIES 18
INDEMNIFICATION OF DIRECTORS AND OFFICERS 19
PART F/S 21
FINANCIAL STATEMENTS 21
PART III 21
INDEX TO EXHIBITS 21
SIGNATURES 22
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PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
ITEM 6. DESCRIPTION OF BUSINESS
ORGANIZATION
Braden Technologies, Inc. (the "Company") was organized as a Nevada
corporation on February 17, 1999.
BUSINESS
The Company is an exploration stage company engaged in the
acquisition, exploration and development of mineral properties.
The Company has an interest in the properties described below
under the heading "Mineral Property Option Agreement", designated
below as the "Miranda Property". The Company intends to carry
out exploration work on the Miranda Property in order to
ascertain whether the Miranda Property possesses commercially
developable quantities of gold and other precious minerals. There
can be no assurance that a commercially viable mineral deposit,
or reserve, exists in the Miranda Property until appropriate
exploratory work is done and a comprehensive evaluation based on
such work concludes legal and economic feasibility.
MINERAL PROPERTY OPTION AGREEMENT
By an agreement made as of February 18, 1999 between the Company
and Miranda Industries Inc. of Suite 505 - 1155 Robson Street,
Vancouver, British Columbia ("Miranda"), the Company acquired
from Miranda the option (the "Option") to acquire a 50% interest
in certain mineral claims situated in the State of Nevada (the
"Miranda Property"). The consideration paid by the Company to
Miranda for the grant of the Option at the time of execution was
$1,000 US. The Option is exercisable by the Company incurring the
following property exploration expenditures on the Miranda
Property:
1. Initial exploration expenditures in the amount of $10,000 US
by February 28, 2000; and
2. Cumulative exploration expenditures in the amount of $250,000
US by February 28, 2002.
The Company has not incurred exploration expenditures to date on
the Miranda Property which can be applied towards exercise of the
Option.
Property exploration expenditures include all reasonable and
necessary monies expended on or in connection with the
exploration and development of the Miranda Property determined in
accordance with generally accepted accounting principles.
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In addition, until the Company shall have secured a 50% interest
in the Miranda Property, the Company is obligated to cover all
Property Acquisition Costs due under the Underlying Agreement, as
discussed below.
Upon the Company acquiring a 50% interest in the Miranda Property
by exercise of the Option, the Company and Miranda will enter
into a joint venture for the purpose of further exploring and
developing and, if economically and politically feasible,
constructing and operating a mine on the Miranda Property.
The Company's Option is subject to an Underlying Agreement dated
the 12th day of February, 1997 (the "Underlying Agreement")
between Miranda and John Rice of P.O. Box 20074, Reno, Nevada
89515("Rice") whereby Miranda acquired an undivided 100% right,
title and interest in the Miranda Property from Rice (the
"Underlying Agreement") by staking the mining claims comprising
the Miranda Property, making a payment to Rice of $5,000 US in
cash, and issuing to Rice 70,000 common shares of Miranda
Industries Inc. as follows:
1. 10,000 shares along with the $5,000 upon approval of the
Agreement by the Vancouver Stock Exchange and the staking of at
least twenty mining claims;
2. 10,000 shares within 30 days of the issuance of a news release
on the results of a drill program in which the grade-thickness of
4 feet-ounces/ton is received;
3. 20,000 shares within 30 days of the receipt of a final, signed
version of a positive pre-feasibility study on the property,
prepared by an independent, qualified party; and
4. 30,000 shares within 30 days of the receipt of a final, signed
version of a positive feasibility study on the property, prepared
by an independent, qualified party.
Miranda has represented to the Company that the mineral claims
comprising the Miranda Property have been staked and the initial
payment of $5,000 made to Rice, each as required to maintain the
Underlying Agreement in good standing. As stated above, until
the Company shall have secured a 50% interest in the Miranda
Property, the Company has agreed to pay all Property Acquisition
Costs required under the Underlying Agreement. Property
Acquisition Costs means: (1) all cash payments due Rice, and (2)
in the case where common shares are to be issued to him, a sum
equal to the average closing price of the Miranda Common Stock
for the 15 full trading days immediately preceding the date of
the event that triggers the requirement for the issuance of the
Common Shares of Miranda under the underlying agreement. In the
event that the Company fails to complete its obligation to
Miranda to ensure that all property acquisition costs under the
Underlying Property Agreement are paid, Miranda will have the
right to terminate the Option. In the event of termination of
the Option, the Company will have no interest in the Miranda
Property.
GEOLOGICAL REPORT
The Company has 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
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"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.
The Company has delivered copies of the Geological Report to the
purchasers of the Company's common stock pursuant to the
Company's offering of 2,100,000 shares of common stock at a price
of $0.01 per share and the Company's offering of 100,000 shares
of common stock at a price of $0.20 per share. See Part II -
Item 4 - "Recent Sales of Unregistered Securities".
Miranda Property
The thirty-seven 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.
Miranda USA located 37 claims on the property in January 1997
after the property became open. Miranda now controls 37
unpatented claims.
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.
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The Geological Report recommended proceeding with a further two
phase geological exploration program. The first phase of the
exploration program would involve conducting a geological survey
of the Miranda Property, known as a magnetometer and induced
polarization survey. The results of this survey would be
analyzed by the Company to identify further drilling targets. The
second phase of the exploration program would involve drilling at
the recommended drill targets in order to obtain additional drill
core samples. These drill core samples would be analyzed to
further determine the mineralization potential of the Miranda
Property.
The second phase of the exploration program would require the
construction of roads in order to provide drill access to
recommended drill locations. The Company estimates the cost of
constructing these roads to be approximately $8,000, including
mobilization. Construction of roads is not required to undertake
phase one of the exploration program.
The following table summarizes the costs of proceeding with the
geological exploration program recommended by the Geological
Report:
Phase One of Geological Exploration Program
Gradient IP Contractor $ 9,000 Survey
Survey
Geologist $ 700 Supervision and planning
Reporting $ 500 Summary and interpretations
Contingency $ 1,000 @ 10%
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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
Company's Plan of Operation
The Company has determined to proceed with Phase One of the
exploration program on the Miranda Property. The Company has
raised sufficient funds from prior offerings of its securities,
as set forth in Item 4 of Part II of this Registration Statement,
to proceed with Phase One of the
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exploration program.
The Company had cash on hand in the amount of $15,225 as of
September 30, 1999. The Company believes that these cash
reserves are sufficient to enable the Company to complete Phase
One of the exploration program. Completion of Phase One of the
exploration program by February 28, 2000 will enable the Company
to meet its obligation to Miranda to incur exploration
expenditures on the Miranda Property in the amount of $10,000 by
February 28, 1999.
The Company believes that its cash reserves are also sufficient
to meet its obligations for the next twelve month period to
Senate Capital under the Management Agreement and to pay for the
legal and accounting expense of complying with its obligations as
a reporting issuer under the Securities Exchange Act of 1934, in
addition to the cost of completing Phase One of the exploration
program.
The Company will require additional funding in the event that the
Company determines to proceed with Phase Two of the exploration
program. The anticipated cost of the Phase Two exploration
program is $98,700 which is in excess of the projected cash
reserves of the Company upon completion of Phase One of the
exploration program. The Company anticipates that additional
funding will be in the form of equity financing from the sale of
the Company's common stock. There is no assurance that the
Company will be able to achieve additional sales of its common
stock sufficient to fund Phase Two of the exploration program.
The Company believes that debt financing will not be an
alternative for funding Phase Two of the exploration program.
The Company does not have any arrangements in place for future
equity financing of the Company.
If the Company does not secure additional financing, the Company
will not be able to complete Phase Two of the exploration program
or meet its obligation to Miranda under the Option to incur
$250,000 of exploration expenditures on the Miranda Property by
February 28, 2002. In the event that the Company is unable to
obtain sufficient financing in this regard, it will be required
to abandon the Option and lose all rights thereto. The Company
may consider bringing in a joint venture partner to provide the
required funding, if the Company is unable to obtain the funding
by itself and does not want to abandon the Miranda Property. The
Company has not undertaken any efforts to locate a joint venture
partner for the Miranda Property. In addition, there is no
assurance that the Company would be able to locate a joint
venture partner for the Miranda Property who would assist the
Company in funding the exploration of the Miranda Property. The
Company may pursue acquiring interests in alternate mineral
properties in the event of termination of the Option due to a
failure to incur the required exploration expenditures.
Administration
The Company has entered into a management contract dated February
17, 1999 with Senate Capital Group Inc. whereby Senate Capital
has agreed to provide office administration services to the
Company for a fee of $1,000 US per month for a one-year term
commencing February 17, 1999 and ending on February 29, 2000. The
services include reception, secretarial services, accounting
services, investor relations and other general office services.
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Competition and Marketing
The mining industry, in general, is intensively competitive and
there is not any assurance that even if commercial quantities of
ore are discovered, a ready market will exist for sale of same.
Numerous factors beyond the control of the Company may affect the
marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving an adequate
return on invested capital.
The Company cannot give any assurance as to what would be
considered a "commercial quantity" of ore for the Miranda
Property. A "commercial quantity" of ore is a quantity of ore
which is sufficient to economically justify commercial
exploitation. In determining whether a body of ore economically
justifies exploitation, the Company will assess those factors
which impact on the economics of production of the Miranda
Property, including prevailing mineral prices, the concentration
of minerals within the ore, cost of mining and production, costs
of money, costs of environmental compliance and general economic
conditions. In view of all of those factors, the Company does
not view that there is any specific quantity or quality of ore
resource which justify production of the Miranda Property.
Compliance with Government Regulation
The Company will be required to comply with all regulations,
rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in the United States
generally and in the State of Nevada, specifically. In addition,
production of minerals in the State of Nevada will require prior
approval of applicable governmental regulatory agencies. There
can be no assurance that such approvals will be obtained. The
cost and delay involved in attempting to obtain such approvals
cannot be known in advance.
During the exploration phase of the Miranda Property, the Company
will be subject to regulation by the Bureau of Land Management, a
branch of the US Department of the Interior. The Company has
budgeted for regulatory compliance costs in the proposed work
program recommended by the Geological Report. The Company will
have to sustain the cost of reclamation and environmental
mediation for all exploration (and development) work undertaken.
The amount of these costs is not known at this time as the
Company does not know the extent of the exploration program it
will undertake, beyond completion of the recommended work
program, or if it will enter into production on the Miranda
Property. Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on
the Company, its earnings or competitive position in the event a
potentially-economic deposit is discovered.
If the Company enters the production phase, the cost of complying
with permit and regulatory environment laws will be greater
because the impact on the project area is greater. Permits and
regulations will control all aspects of the production program if
the project continues to that
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stage. Examples of regulatory
requirements include:
- Water discharge will have to meet drinking water
standards (State Water Quality Control Board);
- Dust generation will have to be minimal or otherwise
re-mediated (State Air Quality Control Board);
- Dumping of material on the surface will have to be re-
contoured and re-vegetated with natural vegetation
(Bureau of Land Management);
- An assessment of all material to be left on the surface
will need to be environmentally benign (Bureau of Land
Management);
- Ground water will have to be monitored for any
potential contaminants (State Water Quality Control
Board);
- The socio-economic impact of the project will have to
be evaluated and if deemed negative, will have to be
re-mediated (County Agencies); and
- There will have to be an impact report of the work on
the local fauna and flora including a study of
potentially endangered species (Bureau of Land
Management).
Exploration Risk
Exploration for minerals is a speculative venture necessarily
involving substantial risk. There is not any certainty that the
expenditures to be made by the Company in the acquisition of the
interests described herein will result in discoveries of
commercial quantities of ore. Hazards such as unusual or
unexpected formations and other conditions are involved in
mineral exploration and development. The Company may become
subject to liability for pollution, cave-ins or hazards against
which it cannot insure or against which it may elect not to
insure. The payment of such liabilities may have a material
adverse effect on the Company's financial position.
The Company does not have and does not anticipate obtaining
insurance to cover the exploration risk faced by the Company.
No Known Bodies of Ore
There are not any known bodies of ore on the Company's
properties. The business plan of the Company is to raise funds
to carry out further exploration with the objective of
establishing ore of commercial tonnage and grade. If the
Company's exploration programs are successful, additional funds
will be required for the development of economic reserves and to
place them in commercial production. The only source of future
funds presently available to the Company is through the sale of
equity capital. The only alternative for the financing of
further exploration
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would be the offering by the Company of an interest in its properties
to be earned by another party or parties carrying out further exploration
or development thereof, which is not presently contemplated.
Research and Development Expenditures
During the past two fiscal years, the Company has not completed
any research or development expenditures. Miranda Industries
Inc., the vendor of the Miranda Property, has completed the
geological exploration program on the Miranda Property, as
discussed above.
Subsidiaries
The Company has no subsidiaries.
Employees
As of November 22, 1999, the Company had no employees, other than
its officers.
The Company's one officer is Mr. Peter Bell who is President,
Secretary and Treasurer of the Company. Mr. Bell provides his
services on a part-time basis as required for the business of the
Company. Mr. Bell presently commits approximately 30% of his
business time to the business of the Company. The Company
presently does not pay to Mr. Bell any salary or consulting fee.
The Company anticipates that the Company will pay compensation to
Mr. Bell upon the Company determining to proceed with Phase Two
of the exploration program in view of the increased
responsibilities and commitment which will be required of Mr.
Bell at such time. Any compensation to be payable to Mr. Bell
will require approval by the board of directors of the Company.
The Company does not pay to its directors any compensation for
each director serving as a director on the Company's board of
directors.
The Company conducts its business through agreements with
consultants and arms-length third parties.
Patents and Trademarks
The Company does not own, either legally or beneficially, any
patent or trademark.
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YEAR 2000 RISK
Background
Computer systems, software packages, and microprocessor dependent
equipment may cease to function or generate erroneous data when
the Year 2000 arrives. The problem affects those systems or
products that are programmed to accept a two-digit code in date
code fields. To correctly identify the Year 2000, a four-digit
date code field will be required to be what is commonly termed
"Year 2000 compliant."
Readiness
The Company has completed an assessment of all internal systems
and operations to determine Year 2000 compliance. The Company
does not own any computer hardware or license any computer
software in its operations as a geological exploration company.
As such, the Company does not anticipate any material adverse
operational issues to arise from the Year 2000 problem affecting
internal systems and operations.
The Company has investigated the Year 2000 compliance of all
computer hardware and computer software used by the Company's
consultants in the Company's business operations. The Company
has relied upon the verbal representations of each of its
consultants that third party software used by the consultant is
Year 2000 compliant. The Company has relied upon verbal
representations by consultants that all computer hardware
purchased is Year 2000 compliant. The Company cannot give any
assurance that all computer hardware and software used by its
consultants will be Year 2000 compliant. Accordingly, there is
no assurance that the Company will not be affected by Year 2000
problems arising from problems with the Year 2000 problems
experienced by its consultants.
Risks
The Company may realize exposure and risk if the systems for
which it is dependent upon to conduct day-to-day operations are
not year 2000 compliant. The Company's worst case scenario would
be the loss of data regarding its property and business
operations and the inability of its consultants to provide
consultant services to the Company until such time as computer
hardware and software was upgraded.
Estimated Year 2000 Costs
The Company estimates that its total internal cost for ensuring
Year 2000 compliance for all internal systems to date to be less
than $5,000. The Company anticipates incurring internal costs of
less than $10,000 in completing its Year 2000 compliance plan.
The Company has not incurred any external cost in ensuring Year
2000 compliance in view of the fact that the Company has only
recently commenced operations and has relied upon representations
of its consultants as to Year 2000 compliance.
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Contingency Planning
The Company's contingency plan consists of back-up of all
computer databases and documentation.
Item 7. Description of Property
The Company has an option to acquire a 50% interest in the
Miranda Property, as described in detail in Item 6 of Part I of
this Registration Statement under "Mineral Property Option
Agreement".
The Company does not own or lease any property other than the
Miranda Property. The Company has entered into an office
administration contract dated February 17, 1999 with Senate
Capital Group Inc. whereby Senate Capital has agreed to provide
office administration services to the Company for a fee of $1,000
US per month.
Item 8. Directors, Executive Officers and Significant Employees
The following information sets forth the names of the directors,
executive officers and significant employees of the Company,
their present positions with the Company, and their biographical
information.
1. Directors and Officers
Name of Director Age Position Term of Office
- ---------------- --- -------------- --------------
Peter William Bell 63 President/Sec.
Treasurer One year
Ross William Bailey 37 Director One year
Richard Douglas Wilson 41 Director One year
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
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on the OTC Bulletin Board. Current Technology Corporation markets an
electrostatic hair maintenance and re-growth process. Mr. Bell has
been a director of Current Technology Corporation since 1992. Mr. Bell
is also a director and is the President of Ezon Healthcare Corporation,
a private company. Ezon Healthcare Corporation is involved in the
development of a graphic labeling system for pharmaceutical
products. Mr. Bell has been a director and the President of Ezon
Healthcare Corporation since 1997.
Mr. Bell also is, and has been since December 1998, the President
and a Director of Explore Technologies, Inc. a public company
organized in Nevada. Explore is a natural resource company
engaged in the acquisition, exploration and development of
mineral properties in Nevada, similar to the Company.
Mr. Bell will provide services to the Company on a part-time
basis, as required for the business of the Company. Mr. Bell's
services include management and supervision of the business and
director of the Company's exploration activities. There is no
requirement on Mr. Bell to provide a fixed amount of time in the
service of the Company. Consequently, the amount of time he
spends on Company business is dependent on the needs of the
Company.
Mr. Ross William Johnston Bailey is a director of the Company and
has a Bachelors Degree in Mechanical Engineering from the
University of Victoria and is enrolled in the Masters in Business
Administration program at Simon Fraser University. Mr. Bailey
has been employed with Ballard Power Systems as a manufacturing
engineer since 1995. Mr. Bailey was appointed to the Board of
Directors of the Company on February 17, 1998.
Richard Douglas Wilson is a director of the Company. Mr. Wilson
is experienced in raising capital for mineral resource companies
through the public market since 1987. Mr. Wilson has been a
director and President of International Chargold Resources Ltd.
since 1996. International Chargold Resources is a company that
is publicly traded on the Vancouver Stock Exchange and that
proposes to build and operate a precious metals refinery in
Ghana, West Africa. Mr. Wilson has also been a director and
secretary of Regent Ventures Ltd. since 1993. Regent Ventures is
a company that is publicly traded on the Vancouver Stock Exchange
and that owns a mineral property in the Yukon Territories,
Canada. Mr. Wilson was appointed to the Board of Directors of
the Company on February 17, 1998.
2. Significant Employees
The Company does not have any significant employees.
Item 9. Remuneration of Directors and Officers
The Company did not pay any remuneration to its officers or
directors during the period from its incorporation to March 15,
1999, the date of its annual financial statements, or from March
15, 1999 to November 22, 1999. As indicated in Item 6 -
Description of Business - Employees, 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
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directors for their services.
Item 10. Security Ownership of Management and Certain Security
Holders
The following table sets forth information as of the date hereof,
based on information obtained from the persons named below, with
respect to the beneficial ownership of the Common Stock by (i)
each person known by the Company to own beneficially 5% or more
of the Common Stock, (ii) each director and officer and (iii) all
directors and officers as a group:
Title of Name and Address Amount of Percent
Class of Beneficial Owner Beneficial of Class
Ownership
- -------- ------------------------------------ ---------- --------
Common Peter William Bell 500,000 17.54%
Stock #105 - 3389 Capilano Road
North Vancouver, B.C. V7R 4W7
- -------------------------------------------------------------------
Common Ross W.J. Bailey 100,000 3.51%
Stock #202 - 2136 West 1st Avenue
Vancouver, BC V6K 1E8
- -------------------------------------------------------------------
Common Richard Douglas Wilson 50,000 1.75%
Stock Penthouse 8 - 1060 Alberni Street
Vancouver, BC V6E 2K2
- -------------------------------------------------------------------
Common Aileen Mary Fehr 250,000 8.77%
Stock 3996 Michener Court,
North Vancouver, BC V7K 3C7
- -------------------------------------------------------------------
Common Dennis Lyle Higgs 200,000 7.02%
Stock 4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------
Common Douglas V. Higgs 200,000 7.02%
Stock 110 - 7180 Lindsay Road
Richmond, BC V7C 3M6
- -------------------------------------------------------------------
Common Darcy Allan Higgs 200,000 7.02%
Stock 4554 West 2nd Avenue
Vancouver, BC V6P 1K8
- -------------------------------------------------------------------
Common Eric Gordon Fergie 175,000 6.14%
Stock 2221 Venables Street
Vancouver, BC V5L 2J5
- -------------------------------------------------------------------
Common Gordon H. Lloyd 250,000 8.77%
Stock Suite 160, 12820 Clark Place
Richmond, BC
- -------------------------------------------------------------------
Common Directors and Officers As a Group 650,000 22.80%
Stock
- -------------------------------------------------------------------
Item 11. Interest of Management and Others in Certain
Transactions
15
<PAGE>
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.
It should be noted, however, that the Consulting Geologist, John
Rice, who prepared the geological reports on which the business
plan was at least partially based, is the Vendor on the
Underlying Agreement which transferred the mineral rights to
Miranda and as a result will be entitled to up to 70,000 common
shares of Miranda Industries Inc. as described above under the
section entitled "Mineral Property Option Agreement"
The Company's policy regarding related transactions requires that
any director or officer who has an interest in any transaction to
be approved by the board of directors of the Company disclose the
presence and the nature of the interest to the board of directors
prior to any approval of the transaction by the board of
directors. The transaction may then be approved by a majority
of the disinterested directors, provided that an interested
director may be counted in the determining the presence of a
quorum at the meeting of the board of directors to approve the
transaction. The Company's policy regarding compensation for
directors and officers is that the board of directors may,
without regard to personal interest, establish the compensation
of directors for services in any capacity.
Item 12. Securities Being Offered
Common Stock
The Company has authorized 25,000,000 common shares par value
$0.001 of Common Stock, of which 2,850,000 are currently
outstanding.
Holders of Common Stock have the right to cast one vote for each
share held of record on all matters submitted to a vote of
holders of Common Stock, including the election of directors.
There is no right to cumulate votes for the election of
directors. Stockholders holding a majority of the voting power
of the capital stock issued and outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a
quorum at any meeting of the Company's stockholders, and the vote
by the holders of a majority of such outstanding shares is
required to effect certain fundamental corporate changes such as
liquidation, merger or amendment of the Company's Certificate of
Incorporation.
Holders of Common Stock are entitled to receive dividends pro
rata based on the number of shares held, when, as and if declared
by the Board of Directors, from funds legally available
therefore, subject to the rights of holders of any outstanding
preferred stock. In the event of the liquidation, dissolution or
winding up of the affairs of the Company, all assets and funds of
the Company remaining after the payment of all debts and other
liabilities, subject to the rights of the holders of any
outstanding preferred stock, shall be distributed, pro rata,
among the holders of the Common Stock. Holders of Common Stock
are not entitled to pre-emptive or subscription or
16
<PAGE>
conversion rights, and there are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares
of Common Stock are, and the shares of Common Stock offered hereby
will be when issued, fully paid and non-assessable.
Warrants
The Company does not have any warrants to purchase securities of
the Company outstanding.
Options
The Company does not have any options to purchase securities of
the Company outstanding. The Company may in the future establish
an incentive stock option plan for its directors, officers,
employees and consultants.
Transfer Agent
Pacific Stock Transfer Company of Las Vegas, Nevada has been
appointed the transfer agent for the Shares.
17
<PAGE>
PART II
Item 1. Market Price of, and Dividends on, the Registrant's
Common Equity and Other Stockholder Matters
The Company anticipates applying for a listing on the OTC
Bulletin Board upon effectiveness of this registration statement.
Currently, there is no public market for the Company's stock and
there is no assurance that a public market will materialize.
As of the date of this registration statement, there were Thirty-
eight (38) registered shareholders in the Company. There are no
dividend restrictions in the Company.
None of the holders of the Company's common shares or warrants or
options to purchase common shares have any right to require the
Company to register its common shares pursuant to the Securities
Act of 1933.
Item 2. Legal Proceedings
There are no legal proceedings pending or threatened against the
Corporation.
Item 3. Changes in and Disagreements with Accountants
The Company has had no changes in or disagreements with its
accountants since its inception in February 1999.
Item 4. Recent Sales of Unregistered Securities
The Company completed an offering of 650,000 common shares at a
price of $0.01 per share on March 2, 1999 pursuant to Rule 504 of
Regulation D of the Act, and Section 46(j) of the Securities Act
of British Columbia. All of these shares were sold to Mr. Peter
Bell, the President, Secretary/Treasurer and a Director of the
Company, Mr. Richard Wilson, a director of the Company, and Mr.
Ross Bailey, a director of the Company. All shares sold pursuant
to this offering are "restricted shares" within the meaning of
the Act as each of Mr. Bell, Mr. Wilson and Mr. Bailey are
affiliates of the Company. The shares purchased by Mr. Bell,
Mr. Wilson and Mr. Bailey are control securities and are subject
to restrictions on re-sale. The shares may only be sold: (i)
pursuant to an exemption from registration pursuant to the Act,
(ii) pursuant to a registration statement filed pursuant to the
Act, or (iii) in accordance with the volume and trading
limitations of Rule 144 of the Act after the expiry of the one
year period from the date of acquisition. No commission was paid
by the Company for any sales of common stock completed pursuant
to this offering.
The Company completed an offering of 2,100,000 common shares at a
price of $0.01 per share on March 4, 1999 to a total of 16
persons known to the officers and directors of the Company.
18
<PAGE>
The offering was completed pursuant to Rule 504 of Regulation D of
the Act which provides an exemption for issues of stock up to
$1,000,000, in the aggregate, by companies with a specific
business plan and that are not subject to the reporting
requirements of the Securities and Exchange Act of 1934. The
offering was also completed pursuant to exemptions provided by
Section 46(j) of the Securities Act of British Columbia and
Section 66(a) of the Securities Act of Alberta. No commission
was paid by the Company for any sales of common stock completed
pursuant to this offering.
The Company completed an offering of 100,000 common shares at a
price of $0.20 per share on March 12, 1999 to a total of 19
persons known to the officers and directors of the Company. The
offering was completed pursuant to Rule 504 of Regulation D of
the Act which provides an exemption for issues of stock up to
$1,000,000, in the aggregate, by companies with a specific
business plan and that are not subject to the reporting
requirements of the Securities and Exchange Act of 1934. The
offering was also completed pursuant to Section 46(j) of the
Securities Act of British Columbia. No commission was paid by
the Company for any sales of common stock completed pursuant to
this offering. Ms. Elizabeth Bell, the daughter of Mr. Peter
Bell, the President, Secretary, Treasurer and a Director of the
Company, purchased 5,000 shares of the Company's common stock
pursuant to this offering. Mr. Richard Bell, the son of Mr. Peter
Bell, purchased 5,000 shares of the Company's common stock
pursuant to this offering.
Item 5. Indemnification of Directors and Officers
The officers and directors of the Company are indemnified as
provided under the Nevada Revised Statutes (the "NRS") and the
Bylaws of the Company.
Under the NRS, director immunity from liability to a corporation
or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a
corporation's articles of incorporation (which is not the case
with the Company's Articles of Incorporation). Excepted from that
immunity are: (i) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in
which the director has a material conflict of interest; (ii) a
violation of criminal law (unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was
unlawful); (iii) a transaction from which the director derived an
improper personal profit; and (iv) willful misconduct.
The By-laws of the Company provide that the Company will
indemnify its directors and officers to the fullest extent not
prohibited by the Nevada General Corporation Law; provided,
however, that the Company may modify the extent of such
indemnification by individual contracts with its directors and
officers; and, provided, further, that the Company shall not be
required to indemnify any director or officer in connection with
any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of
the corporation, (iii) such indemnification is provided by the
Company, in its sole discretion, pursuant to the powers vested
in the corporation under the Nevada General Corporation Law or
(iv) such indemnification is required to be made pursuant to the
By-laws.
19
<PAGE>
The By-laws of the Company provide that the Company will advance
to any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
or officer, of the corporation, or is or was serving at the
request of the corporation as a director or executive officer of
another corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay
said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under the By-laws of the
Company or otherwise.
The By-laws of the Company provide that no advance shall be made
by the Company to an officer of the Company (except by reason of
the fact that such officer is or was a director of the Company in
which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in
bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the Company.
20
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The Company's audited Financial Statements, as described below,
are attached hereto.
1. Audited financial statements for the period ending March 15,
1999, including:
(a) Balance Sheet;
(b) Statement of Loss and Deficit;
(c) Statement of Cash Flows;
(d) Statement of Stockholders' Equity;
(e) Notes to Financial Statements.
2. Consent of Independent Accountant to use of financial
statements.
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
MARCH 15,1999
(Stated in U.S. Dollars)
<PAGE>
AUDITORS' REPORT
To the Directors
Braden Technologies Inc.
We have audited the balance sheet of Braden Technologies
Inc. (an exploration stage company) as at March 15, 1999 and
the statements of loss and deficit accumulated during the
development stage, cash flows and stockholders' equity for
the period then ended. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with United States and
Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, these financial statements present fairly,
in all material respects, the financial position of the
Company as at March 15, 1999 and the results of its
operations and the cash flows for the period then ended in
accordance with United States generally accepted accounting
principles.
Vancouver, B.C. DeMello & Company
April 6, 1999 Certified General Accountants
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
MARCH 15,1999
(Stated in U.S. Dollars)
- -------------------------------------------------------------
ASSETS
Current
Cash $ 47,412
Mineral property (Note 3) $ 1,000
--------
$ 48,412
- -------------------------------------------------------------
LIABILITIES
Current
Accounts payable $ 2,345
--------
SHAREHOLDERS' EQUITY
Share Capital
Authorized:
25,000,000 Common shares,
par value $0.001 per share
Issued and outstanding:
2,850,000 Common shares 2,850
Additional paid in capital 44,650
Deficit Accumulated During The Exploration Stage (1,433)
--------
46,067
--------
$ 48,412
- -------------------------------------------------------------
Approved by the Directors:
/S/ Peter Bell /S/ Ross Bailey
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Stated in U.S. Dollars)
- -------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To March 15 To March 15
1999 1999
- -------------------------------------------------------------
Expenses
Bank charges $ 4 $ 4
Professional fees 417 417
Office and sundry 84 84
Office facilities and services 928 928
-------- --------
Net Loss For The Period 1,433 $ 1,433
========
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period -
--------
Deficit Accumulated During
The Exploration Stage,
End Of Period $ 1,433
========
Net Loss Per Share $ 0.01
========
Weighted Average Number
of Shares Outstanding 1,580,769
=========
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
- -------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To March 15 To March 15
1999 1999
- -------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $(1,433) $(1,433)
Adjustments To Reconcile
Net Loss To Net Cash Used
By Operating Activities
Change in accounts payable 2,345 2,345
-------------------------
912 912
-------------------------
Cash Flow From Investing Activities
Mineral property (1,000) (1,000)
-------------------------
Cash Flow From Financing Activities
Share capital issued 47,500 47,500
-------------------------
Increase In Cash 47,412 47,412
Cash, Beginning Of Period - -
-------------------------
Cash, End Of Period $47,412 $47,412
- -------------------------------------------------------------
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 15,1999
(Stated in U.S. Dollars)
Common Stock
-------------------------
Additional
Paid-in
Shares Amount Capital Deficit Total
----------------------------------------------
Shares issued
for cash
@ $0.01 2,750,000 $2,750 $24,750 - $27,500
Shares issued
for cash
@ $0.20 100,000 100 19,900 - 20,000
Net loss for
the period - - - (1,433) (1,433)
----------------------------------------------
Balance,
March 15, 1999 2,850,000 $2,850 $44,650 $(1,433) $46,067
----------------------------------------------
<PAGE>
BRADEN TECHNOLOGIES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15, 1999
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.
on February 17, 1999.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.
The recoverability of amounts shown as mineral property and
related deferred exploration expenditures is dependent upon
the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying
mineral claims and the ability of the Company to obtain
profitable production or proceeds from the disposition
thereof.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States. Because a precise determination of many assets
and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Mineral Property and Related Deferred Exploration
Expenditures
The Company defers all direct exploration expenditures on
mineral properties in which it has a continuing interest to
be amortized over the recoverable reserves when a property
reaches commercial production. On abandonment of any
property, applicable accumulated deferred exploration
expenditures will be written off. To date none of the
Company's properties have reached commercial production.
At least annually, the net deferred cost of each mineral
property is compared to management's estimation of the net
realizable value, and a write-down is recorded if the net
realizable value is less than the cumulative net deferred
costs.
<PAGE>
BRADEN TECHNOLOGIES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15, 1999
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
a) 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.
b) Financial Instruments
The Company's financial instruments consist of cash and
accounts payable.
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
c) Net Loss Per Share
Net loss per share is based on the weighted average number
of common shares outstanding during the period plus common
share equivalents, such as options, warrants and certain
convertible securities. This method requires primary
earnings per share to be computed as if the common share
equivalents were exercised at the beginning of the period or
at the date of issue and as if the funds obtained thereby
were used to purchase common shares of the Company at its
average market value during the period.
2. MINERAL PROPERTY
The Company has entered into an option agreement to acquire a
50% interest in the Secret Basin, Nevada property for the
following consideration:
- - cash payment of U.S. $1,000;
- - exploration expenditures totalling U.S. $250,000 by
February 28, 2002, U.S. $10,000 of which must be
expended by February 28, 2000.
Consideration to date $ 1,000
=======
<PAGE>
BRADEN TECHNOLOGIES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15, 1999
(Stated in U.S. Dollars)
4. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using year
2000 dates is processed. In addition, similar problems may
arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the
Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on
operations and financial reporting may range from minor errors
to significant systems failure which could affect an entity's
ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue
affecting the entity, including those related to the efforts
of customers, suppliers, or other third parties, will be fully
resolved.
<PAGE>
DeMello & Company Suite 650 - 999 West Broadway
Vancouver, B.C. V5Z 1K5
R.F. DeMello Inc. Tel: (604) 730-4866
Fax: (604) 730-4840
CERTIFIED GENERAL ACCOUNTANT
CONSENT OF INDEPENDENT ACCOUNTANTS
I hereby consent to the inclusion of my audit report dated
April 6, 1999, on the financial statements of Braden
Technologies, Inc. for the period ended March 15, 1999 in
the Company's Form 10 SB. I also consent to the
application of such report to the financial information in
the Form 10 - SB, when such financial information is read
in conjunction with the financial statements referred to in
my report.
Vancouver, B.C. \s\ R.F. DeMello
Certified General Accountant
August 5, 1999
<PAGE>
PART III
INDEX TO EXHIBITS
Exhibit 1: Articles of Incorporation
Exhibit 2: Bylaws
Exhibit 3: Mineral Property Option Agreement
Exhibit 4: Agreement with John Rice
Exhibit 5: Office Facilities and Service Contract between the
Company and Senate Capital Group
21
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this Amendment No. 3 to Form 10-SB
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRADEN TECHNOLOGIES INC.
Date: November 23, 1999
By: \s\ Richard Wilson
RICHARD WILSON
Director
