SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
-----------------
TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 0-25827
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BRADEN TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0419475
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
SUITE 505 -1155 ROBSON ST., VANCOUVER, B.C. V6E 1B5
(Address of Principal Executive Offices, Including Postal Code)
(604) 689-1659
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
None None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK
- ---------------------------
(Title of Each Class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
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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 thisform, 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 affilitate in Rule
12b-2 of the Exchange Act.)
$ 397,000.00
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
2,850,000
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BRADEN TECHNOLOGIES
FORM 10 -KSB
TABLE OF CONTENTS
Item 1. DESCRIPTION OF BUSINESS 4
Item 2. DESCRIPTION OF PROPERTY 10
Item 3. LEGAL PROCEEDINGS 10
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 10
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
Item 7. FINANCIAL STATEMENTS 13
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. 21
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 21
Item 10. EXECUTIVE COMPENSATION 23
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 23
AND MANAGEMENT 23
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
Item 13. EXHIBITS, AND REPORTS ON FORM 8-K. 26
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ITEM 1. DESCRIPTION OF BUSINESS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K under "Item 1. Business", "Item 2.
Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions
and Analysis of Financial Condition and Results of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Braden Technologies, a company organized under the laws of Nevada (the
"Company") to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; the success (or lack
thereof) with respect to the Company's exploration and development operations on
its properties; the Company's ability to raise capital and the terms thereof;
the acquisition of additional properties; changes in business strategy or
development plans; future rental revenues; exploration and other property
write-downs as hereinafter defined; the continuity, experience and quality of
the Company's management; changes in or failure to comply with government
regulations or the lack of government authorization to continue the Company's
projects; and other factors referenced in the Form 10-K. The use in this Form
10-K of such words as "believes", "plans", "anticipates", "expects", "intends",
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. The success of the
Company is dependent on the efforts of the Company, its employees and many other
factors including, primarily, its ability to raise additional capital and
establishing the economic viability of any of its exploration properties.
General Information
The Company is an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. The Company has an interest
in the properties described below under the heading "Mineral Property Option
Agreement", designated below as the "Miranda Property". The Company intends to
carry out exploration work on the Miranda Property in order to ascertain whether
the Miranda Property possesses commercially developable quantities of gold and
other precious minerals. There can be no assurance that a commercially viable
mineral deposit, or reserve, exists in the Miranda Property until appropriate
exploratory work is done and a comprehensive evaluation based on such work
concludes legal and economic feasibility.
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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.
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.
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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 "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
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
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amended, but no bill has been passed and there is no certainty when or if a bill
would be passed, or what its contents and impact on the Company would be. A
mineral patent issued by the Department of the Interior for a mining claim(s)
gives the owner exclusive title to the locatable minerals within the claim
boundaries. However, a person may mine and remove minerals from a mining claim
without a mineral patent. Patenting requires the mining claimant to demonstrate
the existence of a valuable mineral deposit that satisfies the prudent man and
marketability tests of discovery. However, the Congressional moratorium on
patent issuances means that the Company does not anticipate that any of the
claims comprising the Miranda Property will be patented whether or not this test
can be met.
Geology of the Miranda Property
The Geological Report summarizes the geology of the Miranda Property. The
geological analysis of the Company's property is relevant to the business of the
Company as it provides the basis for the exploration program recommended for the
Miranda Property. The rationale for proceeding with the exploration program is
to ascertain whether there are commercially viable quantities of gold bearing
ore on the Miranda Property which warrant further exploration or which may
sustain commercial production. There is no assurance that the recommendations
or conclusions of the Geological Report in fact signify commercial quantities of
gold bearing ore on the Miranda Property.
The Geological report identified a volcanic rock formation known as the "middle
volcanic sequence" as being present on the Miranda Property. Quartz veins were
observed within this middle volcanic sequence. Quartz veins are formations of
quartz minerals present within the middle volcanic sequence. The Geological
Report identified these quartz veins as having the potential to host gold and
silver mineralization based on the exploration completed in 1997. Two separate
quartz veins were observed on the Miranda Property from observation of rock
samples and drill hole samples. These two veins are known as the "North Vein"
and the "South Vein".
Geological Exploration on the Miranda Property
Miranda engaged Mr. John Rice, the author of the Geological Report, to complete
a geologic sampling program on the Miranda Property during the spring and summer
field season of 1997. Mr. Rice collected sixty-one surface rock chip samples
from the property which were analysed for gold and silver mineralization. The
sixty-one rock samples collected had an average of 0.022 ounces of gold per ton.
Those samples which contained gold mineralization generally also contained
silver mineralization.
In addition to the rock chip samples, a program of soil sampling was also
completed. A total of 507 soil samples were collected on the grid. The results
from the soil samples assisted in defining the North Vein and the South Vein
observed on the Miranda Property.
Miranda also completed the drilling of nine holes on the Miranda Property in
October 1997. The drilling contractor was Johnson Drilling from Elko, Nevada.
Four drill holes were drilled on the North Vein and four holes were drilled on
the South Vein. One hole was drilled to test a mercury anomaly in the western
part of the property. Drill hole SB97-4, which was drilled on the North Vein,
had a 10 foot (3 meter) interval that averaged 0.02 ounces of gold per ton.
This was the best assay interval of all drill holes.
Conclusions and Recommendations of the Geological Report
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The Geological Report concluded that the volcanic middle sequence present on the
Miranda Property has the potential of hosting a precious metal deposit within
quartz veins. The Geological Report recommended that additional drilling be
planned to test the North Vein at deeper levels based on the results of the
geological exploration completed by Mr. Rice.
The Geological Report recommended proceeding with a further two phase geological
exploration program. The first phase of the exploration program would involve
conducting a geological survey of the Miranda Property, known as a magnetometer
and induced polarization survey. The results of this survey would be analyzed
by the Company to identify further drilling targets. The second phase of the
exploration program would involve drilling at the recommended drill targets in
order to obtain additional drill core samples. These drill core samples would
be analyzed to further determine the mineralization potential of the Miranda
Property.
The second phase of the exploration program would require the construction of
roads in order to provide drill access to recommended drill locations. The
Company estimates the cost of constructing these roads to be approximately
$8,000, including mobilization. Construction of roads is not required to
undertake phase one of the exploration program.
The following table summarizes the costs of proceeding with the geological
exploration program recommended by the Geological Report:
Phase One of Geological Exploration Program
Geological Contractor $ 9,000 Survey
Survey
Geologist $ 700 Supervision and planning
Reporting $ 500 Summary and interpretations
Contingency $ 1,000 @ 10%
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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
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
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From time to time, the "Company will make written and oral forward-looking
statements about matters that involve risk and uncertainties that could cause
actual results to differ materially from projected results. Important factors
that could cause actual results to differ materially include, among others:
- - Fluctuations in the market prices of gold
- - General domestic and international economic and political conditions
- - Unexpected geological conditions or rock instability conditions resulting
in cave-ins, flooding, rock-bursts or rock slides
- - Difficulties associated with managing complex operations in remote areas
- - Unanticipated milling and other processing problems
- - The speculative nature of mineral exploration
- - Environmental risks
- - Changes in laws and government regulations, including those relating to
taxes and the environment
- - The availability and timing of receipt of necessary governmental permits
and approval relating to operations, expansion of operations, and
financing of operations
- - Fluctuations in interest rates and other adverse financial market
conditions
- - Other unanticipated difficulties in obtaining necessary financing
- - The failure of equipment or processes to operate in accordance with
specifications or expectations
- - Labor relations
- - Accidents
- - Unusual weather or operating conditions
- - Force majeure events
- - Other risk factors described from time to time in the Company's filings
with the Securities and Exchange Commission.
Many of these factors are beyond the Company's ability to control and predict.
Investors are cautioned not to place undue reliance on forward-looking
statements. The Company disclaims any intent or obligation to update its
forward-looking statements, whether as a result of receiving new information,
the occurrence of future events, or otherwise.
Lack of Proven Properties and Insufficient Exploration and Development Funds
At this point, all of the Company's exploration prospects and property interests
(collectively the "Properties") are in the exploration stage. Additional funds
are necessary in order for the Company to continue its exploration programs.
Certain of the Company's planned expenditures on its properties are
discretionary and may be increased or decreased based upon funds available to
the Company.
Environmental Laws.
The exploration programs conducted by the Company are subject to national, state
and/or local regulations regarding environmental considerations in the
jurisdiction where they are located. Most operations involving exploration or
production activities are subject to existing laws and regulations relating to
exploration and mining procedures, reclamation, safety precautions, employee
health and safety, air quality standards, pollution of stream and fresh water
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sources, odor, noise, dust and other environmental protection controls adopted
by federal, state, and local governmental authorities data pertaining to the
effect or impact that any proposed exploration or production of minerals may
have upon the environment. All requirements imposed by any such authorities may
be costly, time consuming, and may delay commencement or continuation of
exploration or production operations. However, at this time, the Company is in
the exploration stage with respect to all of its Properties and does not
anticipate preparing environmental impact statements or assessments until such
time as the Company believes one or more of its properties will prove to be
commercially feasible.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has an option to acquire a 50% interest in the Miranda Property, as
described in Item 1 of this Form 10-KSB under "Mineral Property Option
Agreement" .
The Company does not own or lease any property other than the Miranda Property.
The Company has entered into an office administration contract dated February
17, 1999 with Senate Capital Group Inc. whereby Senate Capital has agreed to
provide office administration services to the Company for a fee of $1,000 US per
month.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or any of
its subsidiaries is a party or to which any of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During this period covered by the Form 10-KSB, the Company did not submit any
matters to the Company's security holders to be voted upon.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no present public market for the Company's common stock. The Company
anticipates applying for a listing on the OTC BB. There can be no assurance
that a public market will materialize. As of March 28, 2000 there were 35
registered shareholders of the Company's common stock.
Recent Sales of Unregistered Securities
The Company completed an offering of 650,000 common shares at a price of $0.01
per share on March 2, 1999 pursuant to Rule 504 of Regulation D of the Act, and
Section 46(j) of the Securities Act of British Columbia. All of these shares
were sold to Mr. Peter Bell, the President, Secretary/Treasurer and a Director
of the Company, Mr. Richard Wilson, a director of the Company, and Mr. Ross
Bailey, a director of the Company. All shares sold pursuant to this offering
are "restricted shares" within the meaning of the Act as each of Mr. Bell, Mr.
Wilson and Mr. Bailey are affiliates of the Company. The shares purchased by
Mr. Bell, Mr. Wilson and Mr. Bailey are control securities and are subject to
restrictions on re-sale. The shares may only be sold: (i) pursuant to an
exemption from registration pursuant to the Act, (ii) pursuant to a registration
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statement filed pursuant to the Act, or (iii) in accordance with the volume and
trading limitations of Rule 144 of the Act after the expiry of the one year
period from the date of acquisition. No commission was paid by the Company for
any sales of common stock completed pursuant to this offering.
The Company completed an offering of 2,100,000 common shares at a price of $0.01
per share on March 4, 1999 to a total of 16 persons known to the officers and
directors of the Company. The offering was completed pursuant to Rule 504 of
Regulation D of the Act which provides an exemption for issues of stock up to
$1,000,000, in the aggregate, by companies with a specific business plan and
that are not subject to the reporting requirements of the Securities and
Exchange Act of 1934. The offering was also completed pursuant to exemptions
provided by Section 46(j) of the Securities Act of British Columbia and Section
66(a) of the Securities Act of Alberta. No commission was paid by the Company
for any sales of common stock completed pursuant to this offering. A number of
the shares sold in this offering were purchase by related persons in the Higgs
family including, Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy Higgs,
Carleen Higgs and Terri-Lynn Ker. The shares purchased by these persons, or
under their control, are control securities and are subject to restrictions on
re-sale.
The Company completed an offering of 100,000 common shares at a price of $0.20
per share on March 12, 1999 to a total of 19 persons known to the officers and
directors of the Company. The offering was completed pursuant to Rule 504 of
Regulation D of the Act which provides an exemption for issues of stock up to
$1,000,000, in the aggregate, by companies with a specific business plan and
that are not subject to the reporting requirements of the Securities and
Exchange Act of 1934. The offering was also completed pursuant to Section 46(j)
of the Securities Act of British Columbia. No commission was paid by the
Company for any sales of common stock completed pursuant to this offering. Ms.
Elizabeth Bell, the daughter of Mr. Peter Bell, the President, Secretary,
Treasurer and a Director of the Company, purchased 5,000 shares of the Company's
common stock pursuant to this offering. Mr. Richard Bell, the son of Mr. Peter
Bell, purchased 5,000 shares of the Company's common stock pursuant to this
offering.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operations
The Company has 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 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
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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.
Results of Operations.
For the Year Ended December 31, 1999
The Company is in the exploration stage and has no revenues from operations in
Fiscal 1999. 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 $ 41,523 during its exploration stage, a
period of approximately one year.
The Company's general and administrative expenses were $41,523 for fiscal 1999.
This is the Company's first year of operations. These expenses are associated
with acquiring mineral properties and obtaining capital financings and the costs
associated with becoming an Exchange Issuer under the Securities Exchange Act
of 1934. The Company anticipates that general and administrative expenses will
increase in fiscal 2000 if the Company moves ahead with the further exploration
of its mineral property.
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Liquidity and Capital Resources.
The Company's primary source of funds since incorporation has been through the
issue of its common stock. The Company has no revenue from mining to date and
does not anticipate mining revenues in the foreseeable future.
The Company does not know of any trends, demands, commitments, events or
uncertainties that will result in, or that are reasonably likely to result in,
the Company's liquidity either materially increasing or decreasing at present or
in the foreseeable future. Material increases or decreases in the Company's
liquidity are substantially determined by the success or failure of the
Company's exploration programs or the future acquisition of projects.
The Company's cash position at December 31, 1999 was $6,655.
The Company recorded a net loss for December 31, 1999 of $41,523.
The Company incurred exploration costs of $ 3,972 for the period ending December
31,1999.
Also during Fiscal 1999 the Company made option payments on its mineral property
totalling $1,000.
At December 31, 1999 the Company had working capital of $ 6,655.
At year end, December 31, 1999, the Company has met all its expenditure
requirements under the mineral property option agreement it holds.
During the first half of Fiscal 2000 and the second half of Fiscal 2000, 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 2000
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
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AUDITORS' REPORT
To the Shareholders
Braden Technologies, Inc.
We have audited the balance sheet of Braden Technologies, Inc. (an exploration
stage company) as at December 31, 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 December 31, 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. /s/ DeMello & Company
R.F. DeMello Inc.
December 31, 1999 Certified General Accountants
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
DECEMBER 31, 1999
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
ASSETS
CURRENT
Cash $ 6,655
Mineral property (Note 3) 1,000
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$ 7,655
===============================================================================
LIABILITIES
CURRENT
Accounts payable $ 1,678
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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 (41,523)
----------
5,977
----------
$ 7,655
===============================================================================
Approved by the Directors:
==========================
/s/ Peter Bell /s/ Richard Wilson
- ---------------------------- ---------------------------------
<PAGE>
Page 16
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 DECEMBER 31 To December 31
1999 1999
- -------------------------------------------------------------------------------
EXPENSES
Bank charges $ 294 $ 294
Mineral property exploration expenditures 3,972 3,972
Professional fees 26,457 26,457
Office and sundry 372 372
Office facilities and services 10,428 10,428
----------------------------
NET LOSS FOR THE PERIOD 41,523 $ 41,523
============
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE,
BEGINNING OF PERIOD -
---------
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE,
END OF PERIOD $ 41,523
=========
NET LOSS PER SHARE $0.02
=========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,745,899
===========
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Page 17
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 DECEMBER 31 To December 31
1999 1999
- -------------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss for the period $ (41,523) $ (41,523)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED BY OPERATING ACTIVITIES
Change in accounts payable 1,678 1,678
----------------------------
(39,845) (39,845)
----------------------------
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 6,655 6,655
CASH, BEGINNING OF PERIOD - -
----------------------------
CASH, END OF PERIOD $ 6,655 6,655
===============================================================================
<PAGE>
Page 18
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
DECEMBER 31, 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 - - - (41,523) (41,523)
------------------------------------------------------
Balance, December 31,
1999 2,850,000 $ 2,850 $ 44,650 $(41,523) $ 5,977
======================================================
<PAGE>
Page 19
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 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>
Page 20
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 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>
Page 21
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 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.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Form 3's on the following directors and officers were filed with the Securities
and Exchange Commission as of March 29, 2000.
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 63 President/Sec. February 17, 1999
Treasurer
Ross William Bailey 37 Director February 17, 1999
Richard Douglas Wilson 41 Director February 17, 1999
<PAGE>
Page 22
MR. PETER WILLIAM BELL is a director and is President of the Company. Mr. Bell
is a self-employed consultant and is a director of Current Technology
Corporation. Mr. Bell has a Bachelor of Science Degree in Pharmacy from the
University of Manitoba and a Masters in Business Administration from the
University of Western Ontario. Mr. Bell practiced as a licensed pharmacist
until 1968. Mr. Bell has been a director and member of a number of health care
companies and professional organizations. Mr. Bell has provided a wide range of
consultant services to health care companies and organizations. These
consultant services included: sales management and reorganization of sales
force; regional market development and marketing strategy; medical opinion
surveys and market analysis; medical device product market development; business
immigration program presentations; management studies in healthcare
organizations; development and growth of public corporations and reverse
takeovers in public companies.
Mr. Bell is also a director of Current Technology Corporation, a company that is
publicly traded on the OTC Bulletin Board. Current Technology Corporation
markets an electrostatic hair maintenance and re-growth process. Mr. Bell has
been a director of Current Technology Corporation since 1992. Mr. Bell is also
a director and is the President of Ezon Healthcare Corporation, a private
company. Ezon Healthcare Corporation is involved in the development of a
graphic labeling system for pharmaceutical products. Mr. Bell has been a
director and the President of Ezon Healthcare Corporation since 1997.
Mr. Bell also is, and has been since December 1998, the President and a Director
of Explore Technologies, Inc. a public company organized in Nevada. Explore is
a natural resource company engaged in the acquisition, exploration and
development of mineral properties in Nevada, similar to the Company.
Mr. Bell will provide services to the Company on a part-time basis, as required
for the business of the Company. Mr. Bell's services include management and
supervision of the business and director of the Company's exploration
activities. There is no requirement on Mr. Bell to provide a fixed amount of
time in the service of the Company. Consequently, the amount of time he spends
on Company business is dependent on the needs of the Company.
MR. ROSS WILLIAM JOHNSTON BAILEY is a director of the Company and has a
Bachelors Degree in Mechanical Engineering from the University of Victoria and
is enrolled in the Masters in Business Administration program at Simon Fraser
University. Mr. Bailey has been employed with Ballard Power Systems as a
manufacturing engineer since 1995. Mr. Bailey was appointed to the Board of
Directors of the Company on February 17, 1998.
RICHARD DOUGLAS WILSON is a director of the Company. Mr. Wilson is experienced
in raising capital for mineral resource companies through the public market
since 1987. Mr. Wilson has been a director and President of International
Chargold Resources Ltd. since 1996. International Chargold Resources is a
company that is publicly traded on the Vancouver Stock Exchange and that
proposes to build and operate a precious metals refinery in Ghana, West Africa.
Mr. Wilson has also been a director and secretary of Regent Ventures Ltd. since
1993. Regent Ventures is a company that is publicly traded on the Vancouver
Stock Exchange and that owns a mineral property in the Yukon Territories,
Canada. Mr. Wilson was appointed to the Board of Directors of the Company on
February 17, 1998.
All of the directors are residents of Canada. All directors are elected annually
by the shareholders and hold office until the next Annual Meeting of
<PAGE>
Page 23
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. 1 0 None
Richard Wilson, Director 1 0 None
Ross Bailey, Director 1 0 None
- -------------------------------------------------------------------------------
Certain Significant Employees or Consultants
The Company has consulting relationships with other geologists and persons that
are included in its projects and properties from time to time.
ITEM 10. EXECUTIVE COMPENSATION
OFFICERS AND DIRECTORS
The Company did not pay any remuneration to its officers or directors during the
period from its incorporation to December 31, 1999 the date of its annual
financial statements, or from December 31, 1999 to March 6, 2000. The Company
does not presently pay any compensation to any of its officers and directors.
The Company may during the course of the current year decide to compensate its
officers and directors for their services.
Incentive Stock Options
The Company does not have any options to purchase securities of the Company
outstanding. The Company may in the future establish an incentive stock option
plan for its directors, officers, employees and consultants.
Directors
The Directors of the Company did not receive cash compensation by the Company
for their service as directors during the most recently completed fiscal year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of March 6, 2000, 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
<PAGE>
Page 24
group. Unless otherwise indicated, the Company believes the following persons
have sole voting and investment power with respect to the number of shares set
forth opposite their names
- -------------------------------------------------------------------------------
Name and Address Amount of Percent
of Beneficial Owner Beneficial Ownership of Class
- -------------------------------------------------------------------------------
Peter William Bell 500,000 17.54%
#105 - 3389 Capilano Road
North Vancouver, B.C. V7R 4W7
- -------------------------------------------------------------------------------
Ross W.J. Bailey 100,000 3.51%
#202 - 2136 West 1st Avenue
Vancouver, BC V6K 1E8
- -------------------------------------------------------------------------------
Richard Douglas Wilson 50,000 1.75%
Penthouse 8 - 1060 Alberni Street
Vancouver, BC V6E 2K2
- -------------------------------------------------------------------------------
Aileen Mary Fehr 250,000 8.77%
3996 Michener Court,
North Vancouver, BC V7K 3C7
- -------------------------------------------------------------------------------
Dennis Lyle Higgs (1),(2) 865,000 30.35%
4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------------------
Darlene Higgs (1),(3) 865,000 30.35%
4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------------------
Douglas V. Higgs (1),(4) 865,000 30.35%
110 - 7180 Lindsay Road
Richmond, BC V7C 3M6
- -------------------------------------------------------------------------------
Darcy Allan Higgs (1),(5) 865,000 30.35%
4554 West 2nd Avenue
Vancouver, BC V6P 1K8
- -------------------------------------------------------------------------------
Carleen Higgs (1),(6) 865,000 30.35%
4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------------------
Terri-Lyn Ker (1),(7) 865,000 30.35%
4924 45th Avenue
Delta, BC V4K 1K3
- -------------------------------------------------------------------------------
Eric Gordon Fergie 175,000 6.14%
2221 Venables Street
Vancouver, BC V5L 2J5
- -------------------------------------------------------------------------------
Gordon H. Lloyd 250,000 8.77%
Suite 160, 12820 Clark Place
Richmond, BC
- -------------------------------------------------------------------------------
Directors and Officers As a Group 650,000 22.80%
- -------------------------------------------------------------------------------
(1) All shares indicated as beneficially owned include the following shares
because of the affiliation between Dennis Higgs, Darlene Higgs, Douglas Higgs,
Darcy Higgs, Carleen Higgs and Terri-Lynn Ker: (i) 200,000 shares owned by
Dennis Higgs; (ii) 80,000 shares owned by Darlene Higgs; (iii) 200,000 shares
owned by Douglas Higgs; (iv) 200,000 shares owned by Darcy Higgs; (v) 75,000
shares owned by Carleen Higgs and registered in the name of Santorini
Investments Ltd.; and (vi) 110,000 shares owned by Terri-Lynn Kerr;
<PAGE>
Page 25
(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
<PAGE>
Page 26
partially based, is the Vendor on the Underlying Agreement which transferred the
mineral rights to Miranda and as a result will be entitled to up to 70,000
common shares of Miranda Industries Inc. as described above under the section
entitled "Mineral Property Option Agreement"
The Company's policy regarding related transactions requires that any director
or officer who has an interest in any transaction to be approved by the board of
directors of the Company disclose the presence and the nature of the interest to
the board of directors prior to any approval of the transaction by the board of
directors. The transaction may then be approved by a majority of the
disinterested directors, provided that an interested director may be counted in
the determining the presence of a quorum at the meeting of the board of
directors to approve the transaction. The Company's policy regarding
compensation for directors and officers is that the board of directors may,
without regard to personal interest, establish the compensation of directors for
services in any capacity.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K.
EXHIBITS:
- ---------
Exhibit 1: Articles of Incorporation*
Exhibit 2: Bylaws*
Exhibit 3: Mineral Property Option Agreement*
Exhibit 4: Agreement with John Rice*
Exhibit 5: Office Facilities and Service Contract between the Company
and Senate Capital Group Inc.*
* Incorporated by reference from our registration statement on Form 10-SB
originally filed with the commission on 4-20-99 and as amended on 2-25-2000
(File No. 0-25827)
FINANCIALS:
- ----------
The Company's audited Financial Statements, as described below, are incorporated
as Item 7 of this Form 10-KSB filing
Auditors Report of DeMello & Company dated December 31, 1999
Consolidated Balance Sheet dated December 31, 1999
Consolidated Statement of Loss and Deficit dated December 31, 1999.
Consolidated Statement of Cash Flows dated December 31, 1999
Notes to Consolidated Financial Statements
<PAGE>
Page 27
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 30, 2000
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, and CEO
Date: March 30, 2000
By: /s/Richard Wilson
-------------------------------------
Richard Wilson, Director
Date: March 30, 2000
By: /s/Ross Bailey
-------------------------------------
Ross Bailey, Director
Date: March 30, 2000
<PAGE>
