UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
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Commission File Number 0-25827
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BRADEN TECHNOLOGIES INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 88-0419475
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 505 - 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-689-1659
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [ X ] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 2,850,000 Shares of $.001 par value
Class A Common Stock outstanding as of June 30, 2000.
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders" equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended June 30, 2000 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
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JUNE 30 DECEMBER 31
2000 1999
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ASSETS
Current
Cash $ 2,489 $ 6,655
Mineral Property (Note 4) 1,000 1,000
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$ 3,489 $ 7,655
================================================================================
LIABILITIES
Current
Accounts payable $ 13,508 $ 1,678
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SHAREHOLDERS' EQUITY (DEFICIENCY)
Share Capital
Authorized:
25,000,000 Common shares, par value $0.001
per share
Issued and outstanding:
2,850,000 Common shares 2,850 2,850
Additional paid in capital 44,650 44,650
Deficit Accumulated During The Exploration Stage (57,519) (41,523)
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(10,019) 5,977
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$ 3,489 $ 7,655
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<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
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PERIOD
FROM
FOR THE FOR THE FOR THE DATE OF
THREE THREE SIX ORGANIZATION INCEPTION
MONTHS MONTHS MONTHS FEBRUARY 17 FEBRUARY 17
ENDED ENDED ENDED 1999 TO 1999 TO
JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30
2000 1999 2000 1999 2000
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Expenses
Bank charges $ 62 $ 118 $ 171 $ 122 $ 465
Mineral property
exploration expenditures - - - - 3,972
Professional fees 2,041 10,714 9,090 11,131 35,547
Office and sundry 240 80 735 164 1,107
Office facilities and
services 3,000 3,000 6,000 4,428 16,428
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Net Loss For The Period 5,343 13,912 15,996 15,845 $ 57,519
========
Deficit Accumulated During The
Exploration Stage, Beginning
Of Period 52,176 1,933 41,523 -
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Deficit Accumulated During The
Exploration Stage, End
Of Period $ 57,519 $ 15,845 $ 57,519 $ 15,845
============================================================
Net Loss Per Share $ 0.01 $ 0.01 $ 0.01 $ 0.01
============================================================
Weighted Average Number of
Shares Outstanding 2,850,000 2,064,286 2,850,000 2,601,880
============================================================
</TABLE>
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
PERIOD
FROM
FOR THE FOR THE FOR THE DATE OF
THREE THREE SIX ORGANIZATION INCEPTION
MONTHS MONTHS MONTHS FEBRUARY 17 FEBRUARY 17
ENDED ENDED ENDED 1999 TO 1999 TO
JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30
2000 1999 2000 1999 2000
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<S> <C> <C> <C> <C> <C>
Cash Flow From
Operating Activities
Net loss for the period $ (5,343) $ (13,912) $ (15,996) $ (15,845) $ (57,519)
Adjustments To Reconcile Net
Loss To Net
Cash use By Operating
Activities
Change in accounts payable 3,964 427 11,830 2,272 13,508
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1,379 (13,485) (4,166) (13,573) (44,001)
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Cash Flow From Investing
Activities - (1,000) - (1,000) (1,000)
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Cash Flow From Financing
Activities
Share capital issued - - - 47,500 47,500
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Increase (Decrease) In Cash (1,379) (14,485) (4,166) 32,927 2,489
Cash, Beginning Of Period 3,868 47,412 6,655 - -
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Cash, End Of Period 2,489 32,927 2,489 32,927 2,489
===============================================================================================================
</TABLE>
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
JUNE 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
Common Stock
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Additional
Paid-in
Shares Amount Capital Deficit Total
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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)
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Balance, December
31, 1999 2,850,000 2,850 44,650 (41,523) 5,977
Net loss for
the period - - - (15,996) (15,996)
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Balance June 30,
2000 2,850,000 $ 2,850 $ 44,650 $ (57,519) $ (10,019)
=============================================================
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of June 30, 2000 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 December 31, 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:
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(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.
<PAGE>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(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 September 30, 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. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a natural resource company engaged in the acquisition,
exploration and development of mineral properties. The Company has an interest
in certain properties located in Nevada, and intends to carry out exploration
work on this property in order to ascertain whether it possesses commercially
developable quantities of gold and other precious minerals.
The Company holds an option agreement from Miranda Industries Inc. ("Miranda")
to acquire a 50% interest in the "Secret Basin" project situated in the State of
Nevada (the "Basin claims"). 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 Basin claims:
1. The Company received an extension to perform initial exploration
expenditures in the amount of $10,000 US by September 30, 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 Basin
Claims which can be applied towards exercise of the Option.
Upon the Company acquiring a 50% interest in the Basin claims 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 Basin claims.
Plan of Operations
With its current cash position, the Company cannot complete Phase I without
additional financing. The approximate cost of the Phase I work program is
$10,000. If the Company is not successful in raising additional financing, the
Company may attempt to negotiate another extension to the date for the
completion of the required exploration expenses under the option agreement. If
the Company does not negotiate an extension then the Company's interest in the
property will terminate. There is no assurance that the Company will be able to
negotiate any extension or obtain additional financing if an extension is
negotiated.
Completion of Phase Two of the exploration program (as described in the First
Amended Form 10-SB Registration Statement) is conditional upon completion of
Phase I. If the Company determines to proceed with Phase Two, it will need
additional financing which it intends to obtain through a private offering of
stock to accredited investors under Regulation D of the Securities Act of 1933.
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.
<PAGE>
The Company had cash on hand in the amount of 2,489 as of June 30, 2000 compared
to 32,927 for the period ending June 30, 1999. (The Company was incorporated Feb
18, 1999) The Company will require additional funding in order to complete
Phase I of the exploration program.
The Company's general and administrative expenses were $5,343 for the period
ending June 30, 2000 compared to $13,912 for the period ending June 30, 1999.
Of the above amount, $3,000 was paid to Senate Capital under the management
services agreement. There are limited resources to continue paying the fee of
$1,000 per month under the Management Agreement with Senate Capital. The Company
will require additional funding in order to finance its ongoing general and
administrative expenses. There is no assurance that the Company will obtain the
necessary financing.
The Company incurred professional fees of $2,041 for the period ending June 30,
2000 compared to $10,714 for the period ending June 30, 1999. These costs were
associated with the Company's continuing obligations as a reporting company
under the Securities Exchange Act of 1934.
In addition, the Company does not have sufficient cash to pay for its overhead
expenses including professional fees associated with the Company's ongoing
obligations as a reporting company under the Securities Exchange Act of 1934.
The Company has not purchased or sold any plant or significant equipment and
does not expect to do so in the foreseeable future.
The Company currently has no employees, and does not expect to hire any
employees in the foreseeable future. The Company conducts its business through
agreements with consultants and arms-length third parties.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
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
<PAGE>
- 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Mineral Property Option Agreement Amendment dated June 30, 2000
(b) Reports on Form 8-K--None
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and 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.
Date: August 10, 2000
By: /s/Peter Bell
---------------------------------
PETER BELL, Director, President
Chief Executive Officer
<PAGE>
AMENDMENT AGREEMENT
THIS AGREEMENT is made as of the 30th day of June, 2000.
BETWEEN: MIRANDA INDUSTRIES INC.
Suite 505 - 1155 Robson Street
Vancouver, B.C.
V6E 1B5
(the "Optionor")
OF THE FIRST PART
AND: BRADEN TECHNOLOGIES INC.
Suite 505 - 1155 Robson Street
Vancouver, B.C.
V6E 1B5
("Braden")
OF THE SECOND PART
WHEREAS:
A. The parties entered into a property option agreement dated the 18th day of
February, 1999 (the "Agreement"), and an amendment agreement dated January
14, 2000 with respect to the acquisition by Braden of an option on the
Secret Basin property; and
B. The parties now wish to amend the Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that the Agreement is amended as follows:
1. By the deletion of paragraph 2.01 in its entirety and the substitution
therefor of the following:
2.01. The Optionor hereby grants to Braden the exclusive right and option to
acquire an undivided 50% right, title and interest in and to the Property for
total consideration consisting of cash payments to the Optionor totalling $1000
and the incurrence of Property Expenditures totalling $250,000 to be made as
follows:
(a) upon execution of this Agreement, the payment to the Optionor of
the sum of $1000;
(b) by September 30, 2000 the incurrence of Property Expenditures in
the amount of $10,000;
<PAGE>
(c) by February 28, 2002, the incurrence of Property Expenditures in
the cumulative amount of $250,000.
2. The parties hereby ratify and confirm the Agreement in all other respects.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
THE COMMON SEAL OF MIRANDA c/s
INDUSTRIES INC. was hereunto
affixed in the presence of:
/s/Dennis Higgs
-----------------------------------
THE COMMON SEAL OF BRADEN c/s
TECHNOLOGIES INC, was hereunto
affixed in the presence of:
/s/Peter Bell
-----------------------------------
<PAGE>
