<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
AMENDMENT NO. 4
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
- ------ ----------
(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
- ---------------------------------------- ----------
(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 17
PART II 19
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS 19
LEGAL PROCEEDINGS 19
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 19
RECENT SALES OF UNREGISTERED SECURITIES 19
INDEMNIFICATION OF DIRECTORS AND OFFICERS 20
PART F/S 22
FINANCIAL STATEMENTS F-1
PART III 23
INDEX TO EXHIBITS 23
SIGNATURES 24
2
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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.
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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.
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
5
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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.
6
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Conclusions and Recommendations of the Geological Report
The Geological Report concluded that the volcanic middle sequence
present on the Miranda Property has the potential of hosting a
precious metal deposit within quartz veins. The Geological Report
recommended that additional drilling be planned to test the North
Vein at deeper levels based on the results of the geological
exploration completed by Mr. Rice.
The Geological Report recommended proceeding with a further two
phase geological exploration program. The first phase of the
exploration program would involve conducting a geological survey of
the Miranda Property, known as a magnetometer and induced
polarization survey. The results of this survey would be analyzed
by the Company to identify further drilling targets. The second
phase of the exploration program would involve drilling at the
recommended drill targets in order to obtain additional drill core
samples. These drill core samples would be analyzed to further
determine the mineralization potential of the Miranda Property.
The second phase of the exploration program would require the
construction of roads in order to provide drill access to
recommended drill locations. The Company estimates the cost of
constructing these roads to be approximately $8,000, including
mobilization. Construction of roads is not required to undertake
phase one of the exploration program.
The following table summarizes the costs of proceeding with the
geological exploration program recommended by the Geological
Report:
Phase One of Geological Exploration Program
- -------------------------------------------
Gradient IP Contractor $ 9,000 Survey
Survey
Geologist $ 700 Supervision and planning
Reporting $ 500 Summary and interpretations
Contingency $ 1,000 @ 10%
----------- ---------
TOTAL $ 11,200
Phase Two of Geological Exploration Program
- -------------------------------------------
Secret Basin Contractor $ 50,000 Reverse circulation drilling
Geologist $ 7,500 Supervision and geology
Assaying $ 12,000 For each 5 ft sample Road
Building $ 8,000 Includes mobilization
Permitting $ 1,000 With the Forest Service
Filing Fees $ 3,500 Filing fees and staking
additional claims
Reporting $ 4,000 Summary reports
Contingency $ 12,900 @ 15%: meetings, management,
----------- misc.
TOTAL $ 98,900
7
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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 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
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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.
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
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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 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.
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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 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 February 15, 2000, 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 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
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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 February 15, 2000. 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 directors for their services.
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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 (1), (2) 865,000 30.35%
Stock 4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------
Common Darlene Higgs (1), (3) 865,000 30.35%
Stock 4520 West 5th Avenue
Vancouver, BC V6R 1S7
- -------------------------------------------------------------------
Common Douglas V. Higgs (1), (4) 865,000 30.35%
Stock 110 - 7180 Lindsay Road
Richmond, BC V7C 3M6
- -------------------------------------------------------------------
Common Darcy Allan Higgs (1), (5) 865,000 30.35%
Stock 4554 West 2nd Avenue
Vancouver, BC V6P 1K8
- -------------------------------------------------------------------
Common Carleen Higgs (1), (6) 865,000 30.35%
Stock 4554 West 2nd Avenue
Vancouver, BC V6P 1K8
- -------------------------------------------------------------------
Common Terri-Lyn Ker (1), (7) 865,000 30.35%
Stock 4924 45th Avenue
Delta, BC V4K 1K3
- -------------------------------------------------------------------
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
- -------------------------------------------------------------------
15
<PAGE>
(1) All shares indicated as beneficially owned include the
following shares because of the affiliation between Dennis Higgs,
Darlene Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-
Lynn Ker: (i) 200,000 shares owned by Dennis Higgs; (ii) 80,000
shares owned by Darlene Higgs; (iii) 200,000 shares owned by
Douglas Higgs; (iv) 200,000 shares owned by Darcy Higgs; (v) 75,000
shares owned by Carleen Higgs and registered in the name of
Santorini Investments Ltd.; and (vi) 110,000 shares owned by Terri-
Lynn Kerr;
(2) Dennis Higgs is: (i) the husband of Darlene Higgs; (ii) the
brother of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and (iii)
the brother-in-law of Carleen Higgs. Dennis Higgs disclaims any
beneficial ownership of all shares owned by Darlene Higgs, Douglas
Higgs, Darcy Higgs, Carlene Higgs and Terri-Lyn Ker.
(3) Darlene Higgs is: (i) the wife of Dennis Higgs; (ii) the
sister-in-law of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and
(iii) the sister-in-law of Carleen Higgs. Darlene Higgs disclaims
any beneficial ownership of all shares owned by Dennis Higgs,
Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn Ker.
(4) Douglas Higgs is: (i) the brother of Darcy Higgs, Dennis Higgs
and Terri-Lyn Ker; and (ii) the brother-in-law of Carleen Higgs
and Darlene Higgs. Douglas Higgs disclaims any beneficial
ownership of all shares owned by Dennis Higgs, Darlene Higgs, Darcy
Higgs, Carleen Higgs and Terri-Lyn Ker.
(5) Darcy Higgs is: (i) the husband of Carleen Higgs; (ii) the
brother of Dennis Higgs, Douglas Higgs and Terri-Lyn Ker; and (iii)
the brother-in-law of Darlene Higgs. Darcy Higgs disclaims any
beneficial ownership of all shares owned by Dennis Higgs, Darlene
Higgs, Douglas Higgs, Carleen Higgs and Terri-Lyn Ker.
(6) Carleen Higgs is: (i) the wife of Darcy Higgs; (ii) the sister-
in-law of Douglas Higgs, Dennis Higgs, Terri-Lyn Ker and Darlene
Higgs. Carleen Higgs disclaims any beneficial ownership of all
shares owned by Dennis Higgs, Douglas Higgs, Darcy Higgs, Darlene
Higgs and Terri-Lyn Ker. The 75,000 shares owned by Carleen
Higgs are registered in the name of Santorini Investments Corp., a
private company controlled by Carleen Higgs.
(7) Terri-Lyn Ker is: (i) the sister of Darcy Higgs, Dennis Higgs
and Douglas Higgs; and (ii) the sister-in-law of Darlene Higgs and
Carleen Higgs. Terri-Lyn Ker disclaims any beneficial ownership
of all shares owned by Dennis Higgs, Darlene Higgs, Douglas Higgs,
Darcy Higgs and Carleen Higgs.
16
<PAGE>
Item 11. Interest of Management and Others in Certain 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 the 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 6. "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 10. "Security Ownership of
Management and Certain Stock Holders".
It should be noted, however, that the Consulting Geologist, John
Rice, who prepared the geological reports on which the business
plan was at least partially based, is the Vendor on the Underlying
Agreement which transferred the mineral rights to Miranda and as a
result will be entitled to up to 70,000 common shares of Miranda
Industries Inc. as described above under the section entitled
"Mineral Property Option Agreement"
The Company's policy regarding related transactions requires that
any director or officer who has an interest in any transaction to
be approved by the board of directors of the Company disclose the
presence and the nature of the interest to the board of directors
prior to any approval of the transaction by the board of directors.
The transaction may then be approved by a majority of the
disinterested directors, provided that an interested director may
be counted in the determining the presence of a quorum at the
meeting of the board of directors to approve the transaction. The
Company's policy regarding compensation for directors and officers
is that the board of directors may, without regard to personal
interest, establish the compensation of directors for services in
any capacity.
Item 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
17
<PAGE>
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 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.
18
<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. The
19
<PAGE>
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 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
20
<PAGE>
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.
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.
21
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The Company's audited Financial Statements, as described below, are
attached hereto.
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. Audited financial statements for the period ending September 30,
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.
3. Consent of Independent Accountant to use of financial
statements.
22
<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>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
- ---------------------------------------------------------------------
ASSETS
Current
Cash $ 15,225
Prepaid expense 1,000
-----------
16,255
Mineral Property (Note 4) 1,000
-----------
$ 17,255
=====================================================================
LIABILITIES
Current
Accounts payable $ 530
-----------
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 (30,775)
-----------
16,725
-----------
$ 17,255
=====================================================================
2
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To September 30 To September 30
1999 1999
- -----------------------------------------------------------------
Expenses
Bank charges $ 205 $ 205
Mineral property exploration
Expenditures 3,972 3,972
Professional fees 18,867 18,867
Office and sundry 303 303
Office facilities and services 7,428 7,428
------------------------------
Net Loss For The Period 30,775 $ 30,775
============
Deficit Accumulated During The
Exploration Stage,
Beginning Of Period -
-----------
Deficit Accumulated During The
Exploration Stage,
End Of Period $ 30,775
===========
Net Loss Per Share $0.01
=====
Weighted Average Number of Shares
Outstanding 2,703,333
===========
3
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To September 30 To September 30
1999 1999
- -----------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $ (30,775) $ (30,775)
Adjustments To Reconcile Net Loss
To Net Cash Used
By Operating Activities
Change in prepaid expense (1,000) (1,000)
Change in accounts payable 530 530
------------------------------
(31,245) (31,245)
------------------------------
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 15,255 15,255
Cash, Beginning Of Period - -
------------------------------
Cash, End Of Period $ 15,255 $ 15,255
=================================================================
4
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SEPTEMBER 30, 1999
(Unaudited)
(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 - - - (30,775) (30,775)
----------------------------------------------
Balance, SEPTEMBER
30, 1999 2,850,000 $2,850 $44,650 $(30,775) $ 16,725
==============================================
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of September 30,
1999 included herein have been prepared without audit
pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with United States generally
accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. It is suggested that
these financial statements be read in conjunction with the
March 15, 1999 audited financial statements and notes
thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada,
U.S.A. on February 17, 1999.
b) Exploration Stage Activities
The Company 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.
3. 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:
6
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
b) 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.
c) 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.
d) 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.
7
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
4. 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
=======
5. 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.
8
<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
23
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this Amendment No. 4 to Form 10-SB
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRADEN TECHNOLOGIES INC.
Date: February 25, 2000
/s/ Peter Bell
By: _____________________________
Peter Bell
President and Director
24
