UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2002
Bradner Ventures Ltd.
(Translation of registrant's name into English)
Suite 1260, 609 Granville Street, Vancouver, BC, Canada V7Y 1G5
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82 -
BRADNER VENTURES LTD.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
SIX MONTH PERIOD ENDED
MAY 31, 2002
BRADNER VENTURES LTD.
(A Development Stage Company)
BALANCE SHEETS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
May 31, | November 30, | |
(Audited) | ||
ASSETS | ||
Current | ||
Cash and cash equivalents | $7,104 | $41,740 |
Accounts receivable | 1,356 | 906 |
Prepaid expenses | 500 | 500 |
$8,960 | $43,146 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current | ||
Accounts payable and accrued liabilities (Note 6) | $25,320 | $32,226 |
Shareholders' equity | ||
Capital stock (Note 3) | ||
Authorized | ||
75,000,000 common shares without par value | ||
25,000,000 preferred shares without par value | ||
Issued | ||
5,291,284 common shares (November 30, 2001 - 4,441,547) | 4,029,498 | 3,812,479 |
Deficit accumulated during the exploration stage | (4,045,858) | (3,801,559) |
(16,360) | 10,920 | |
$8,960 | $43,146 |
Commitment(Note 8)
Contingency (Note 9)
Subsequent events (Note 10)
On behalf of the Board: | |||
/s/ Anthony Knott | Director | /s/ Ron Schmitz | Director |
The accompanying notes are an integral part of these financial statements.
BRADNER VENTURES LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
Three Month | Three Month | Six Month | Six Month | |
EXPENSES | ||||
Bank charges and interest | $1,002 | $86 | $1,511 | $187 |
Management fees | - | 3,523 | - | 10,917 |
Office and miscellaneous | 1,742 | 2,276 | 3,472 | 3,981 |
Professional fees | 13,339 | 13,739 | 33,212 | 36,686 |
Shareholder relations | 4,231 | 1,194 | 7,138 | 1,194 |
Transfer agent and regulatory fees | 3,678 | 2,168 | 6,488 | 4,430 |
Travel and promotion | 425 | 29 | 729 | 29 |
24,417 | 23,015 | 52,550 | 57,424 | |
OTHER ITEMS | ||||
Interest income | - | (2,109) | (1,526) | (4,821) |
Foreign exchange (gain)/loss | 15 | - | (29) | - |
Write-down of advances to affiliate (Note 4) | 120,795 | - | 193,304 | - |
120,810 | (2,109) | 191,749 | (4,821) | |
Net loss for the period | $145,227 | $20,906 | $244,299 | $52,603 |
Deficit, beginning of period | 3,900,631 | 3,343,824 | 3,801,559 | 3,312,127 |
Deficit, end of period | $4,045,858 | $3,364,730 | $4,045,858 | $3,364,730 |
Basic and diluted loss per share | $(0.03) | $(0.01) | $(0.05) | $(0.01) |
Weighted average shares outstanding | 5,256,845 | 3,536,758 | 4,927,851 | 3,536,758 |
The accompanying notes are an integral part of these financial statements.
BRADNER VENTURES LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
Three Month | Three Month | Six Month | Six Month | |
CASH FLOWS FROM OPERATING | ||||
Net loss for the period | $(145,227) | $(20,906) | $(244,299) | $(52,603) |
Items not affecting cash: | ||||
Write-down of advances to affiliate | 120,795 | - | 193,304 | - |
Changes in non-cash working capital items: | ||||
(Increase) decrease in accounts receivable | 1,256 | 405 | (450) | 417 |
Increase (decrease) in accounts payable and |
|
|
|
|
Net cash flows used in operating activities | (35,336) | (19,714) | (58,351) | (70,990) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital stock issued for cash | 123,684 | - | 217,019 | - |
Net cash flows provided by financing activities | 123,684 | - | 217,019 | - |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Advances to affiliate | (120,795) | - | (193,304) | - |
Net cash flows used in investing activities | (120,795) | - | (193,304) | - |
Change in cash and cash equivalents for the period | (32,447) | (19,714) | (34,636) | (70,990) |
Cash and cash equivalents, beginning of period | 39,551 | 241,184 | 41,740 | 292,460 |
Cash and cash equivalents, end of period | $7,104 | $221,470 | $7,104 | $221,470 |
The accompanying notes are an integral part of these financial statements.
BRADNER VENTURES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
MAY 31, 2002
1. BASIS OF PRESENTATION
The financial statements contained herein include the accounts of Bradner Ventures Ltd. (the "Company").
The interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain inform and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the audited financial statements and the accompanying notes included in the Company's latest annual report. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.
2. NATURE OF OPERATIONS
The Company's common shares are listed on the OTC Bulletin Board under the trading symbol "BVLTF".
On July 4, 2001, the Company announced that it had signed a letter of intent pursuant to which the Company intended to purchase all of the issued and outstanding shares of Bestshot.com Inc. ("Bestshot"). Bestshot is a Nevada company which currently has 20,515,492 shares issued and outstanding. Closing of the acquisition is subject to a number of conditions, including the preparation and execution of a definitive acquisition agreement and approval by the Company's shareholders.
Bestshot is a provider of computer generated digital video images and clips, stock footage and related services, to the design and broadcast industry.
The Company had agreed to effect a 2:1 reverse split (consolidation) of its issued and outstanding share capital and has agreed to complete a private placement of its common shares to raise a minimum of US $750,000 at no less than US $1.00 per share (post consolidation).
On January 22, 2002, the Company announced that its shareholders had approved the Share Exchange Agreement (see note 6)between Bestshot.com and the Company. Changing the name of Bestshot.com Inc. to Mouve' Image Inc. was also approved by the shareholders. The name change will take place once all terms and conditions under the Share Exchange Agreement have been completed.
The Company announced on May 31, 2002 that it will not be proceeding with the Share Exchange Agreement with Bestshot that was signed on December 13, 2001, as Bestshot was unable to complete the terms of the agreement.
However, the Company is contemplating the possible purchase of Bestshot's assets, including its website, its digital video library and its Origin Digital Video Series under different terms.
These financial statements have been prepared in accordance with generally accepted accounting principles with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. Its ability to continue as a going concern is dependent on obtaining continued financial support, completing public equity financings, or generating profitable operations in the future. It is management's plan to seek additional capital through equity financing.
BRADNER VENTURES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
MAY 31, 2002
2. NATURE OF OPERATIONS(cont'd.)
May 31, | November 30, | |
(Audited) | ||
Working capital | $(16,360) | $10,920 |
Deficit accumulated during the exploration stage | (4,045,858) | (3,801,559) |
3. CAPITAL STOCK
Number |
| |
Authorized | ||
75,000,000 common shares without par value | ||
25,000,000 preferred shares without par value | ||
Issued | ||
As at November 30, 2001 | 4,441,547 | $3,816,429 |
For cash | ||
Exercise of options | 90,000 | 18,900 |
Exercise of warrants | 634,737 | 158,684 |
Private placement | 125,000 | 39,435 |
Less: share issue costs | - | (3,950) |
As at May 31, 2002 | 5,291,284 | $4,029,498 |
The Company completed a private placement of 125,000 units at US $0.20 per unit for gross proceeds of $US $25,000. Each unit consists of one common share and a share purchase warrant to purchase an additional common share at US$0.25 per share for two years.
Stock options and warrants outstanding as of May 31, 2002 are as follows:
Number | Exercise |
| |||
Options | 50,000 | $ 0.15 US | June 26, 2011 | ||
Warrants | 125,000 | 0.25 US | November 29, 2003 | ||
125,000 | 0.25 US | December 6, 2003 |
BRADNER VENTURES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
MAY 31, 2002
4. WRITE-DOWN OF ADVANCES TO AFFILIATE
The Company advanced a total of $193,304 to an affiliated company, Bestshot, during the six month period ended May 31, 2002. This amount was written down to nil during the period.
The Company advanced the funds to Bestshot for the development of their product line to further enhance growth of the company. The monies advanced by the Company have been spent and expensed by Bestshot. Accordingly, the Company has fully provided for the advances made to Bestshot.
The Company announced on May 31, 2002 that it will not be proceeding with the Share Exchange Agreement with Bestshot that was signed on December 13, 2001, as Bestshot was unable to complete the terms of the agreement.
However, the Company is contemplating the possible purchase of Bestshot's assets, including its website, its digital video library and its Origin Digital Video Series under different terms.
5. INCOME (LOSS) PER SHARE
Income (loss) per share is calculated using the weighted average number of shares outstanding during the period.
6. RELATED PARTY TRANSACTIONS
During the period, the Company entered into transactions with related parties as follows:
a) Paid or accrued $3,000 (2001 - $3,000) for office rent to a company controlled by a director
b) Paid or accrued $8,864 (2001 - $10,917) in administration and accounting fees to a company which a director is president.
c) Advanced $193,304 (2001 - $Nil) to an affiliated company that has a common director. This amount was written-down to nil during the period.
Included in accounts payable is $ 15,882 (2001 - $4,322) due to a company of which a director is president.
7. SEGMENT INFORMATION
The Company currently conducts all of its operations in Canada in one business segment.
BRADNER VENTURES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
MAY 31, 2002
8. COMMITMENT
The Company entered into a share Exchange Agreement (the "Agreement") with Bestshot.com ("Bestshot") in which the Company will acquire all of the issued and outstanding common shares of Bestshot, consisting of 20,515,492 shares. Pursuant to the terms of the Agreement, the Company will issue 20,515,492 common shares as consideration for the acquisition of the issued and outstanding common shares of Bestshot. The Company will issue the shares once all of the conditions of the Agreement have been fulfilled. Bestshot is controlled by a director of the Company.
The Company announced on May 31, 2002 that it will not be proceeding with the Share Exchange Agreement with Bestshot that was signed on December 13, 2001, as Bestshot was unable to complete the terms of the agreement.
However, the Company is contemplating the possible purchase of Bestshot's assets, including its website, its digital video library and its Origin Digital Video Series under different terms.
9. CONTINGENCY
Pursuant to a decision of the United States Department of the Interior/Bureau of Land Management ("BLM"), the Company was advised that a Notice of Record of Non-compliance, relating to land reclamation, was issued against the Company. The Company was to respond to the Notice and its requirements, which included a US $12,078 (CAD $18,721) purchase of an interim bond and a reclamation plan, by January 6, 2000, at which time the BLM was to be in a position to pursue a court order through the Federal Court system.
To date, no action has been commenced by the BLM and a reclamation plan has not been submitted. The potential cost of the reclamation work cannot be accurately estimated by the Company because it has not obtained an assessment estimating the costs and scope of work required for the necessary reclamation work. However, the potential liability could exceed the amount of the interim bond of US $12,078 (CAD $18,721). No estimate can be made for the potential liability arising from the reclamation plan because of this reason. Therefore, the outcome of settlement, if any, cannot be determined, and accordingly, no amount of settlement has been accrued on these financial statements. Any amount will be recorded in the year of settlement.
10. SUBSEQUENT EVENTS
There are no events to report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRADNER VENTURES LTD.
Date: July 4, 2002
/s/ Ron Schmitz
Ron Schmitz, President
