FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of February, 2009
Commission File No. 000-30972
BRADNER VENTURES LTD.
(Translation of registrant's name into English)
Suite 1680-200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6
(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 o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o 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.
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.
Bradner Ventures Ltd.
(A Development Stage Company)
Interim Financial Statements
(Expressed in Canadian dollars)
(Unaudited)
February 28, 2009
��
Bradner Ventures Ltd.
(A Development Stage Company)
Balance Sheets
(Expressed in Canadian dollars)
| February 28, 2009 $ | November 30, 2008 $ |
| (Unaudited) | (Audited) |
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ASSETS |
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Current Assets |
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Cash | 3,530 | 4,623 |
GST recoverable | 100 | 110 |
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Total Assets | 3,630 | 4,733 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
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Current Liabilities |
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Accounts payable and accrued liabilities | 16,475 | 10,000 |
Advance payable (Note 5) | 90,000 | 90,000 |
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Total Liabilities | 106,475 | 100,000 |
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Stockholders’ Deficiency |
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Capital Stock (Note 6) Authorized: 75,000,000 common shares, without par value 25,000,000 preferred shares, without par value Issued: 6,058,256 common shares | 4,279,498 | 4,279,498 |
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Contributed Surplus (Note 7) | 6,250 | 5,000 |
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Deficit Accumulated During the Development Stage | (4,388,593) | (4,379,765) |
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Total Stockholders’ Deficiency | (102,845) | (95,267) |
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Total Liabilities and Stockholders’ Deficiency | 3,630 | 4,733 |
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Nature of operations and ability to continue as a going concern (Note 1) |
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Approved on behalf of the Board:
“Richard Coglon” |
| “Anthony Knott” |
Director |
| Director |
The accompanying notes are an integral part of these financial statements
Bradner Ventures Ltd.
(A Development Stage Company)
Interim Statements of Operations
(Expressed in Canadian dollars)
(Unaudited)
| Accumulated from June 22, 1983 (Date of Inception) to February 28, 2009 $ |
| |
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Three months ended | |||
February 28, 2009 $ | February 29, 2008 $ | ||
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EXPENSES |
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Amortization | 2,095 | – | – |
Bad debts | 248 | – | – |
Bank charges and interest | 64,220 | 130 | 113 |
Consulting and secretarial | 205,016 | – | – |
Finders’ fees | 180,727 | – | – |
Foreign exchange loss | (1,651) | 1 | – |
Management fees (Note 5(a)) | 343,281 | 500 | – |
Mineral property expenses | 54,541 | – | – |
Office and miscellaneous | 155,284 | 645 | 45 |
Professional fees (Note 5(b)) | 877,066 | 6,435 | 6,075 |
Shareholder information | 92,227 | – | – |
Transfer agent and regulatory fees | 176,975 | 1,117 | 1,469 |
Travel and promotion | 78,032 | – | – |
Write-down of mineral property | 1,456,807 | – | – |
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| 3,684,868 | 8,828 | 7,702 |
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OTHER ITEMS |
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Interest income | (25,440) | – | – |
Gain on settlement of debt | (1,303) | – | – |
Gain on option | (1,187,500) | – | – |
Loss on sale of capital assets | 344 | – | – |
Loss on sale of long-term investment | 630,397 | – | – |
Write-down of advances to affiliate | 637,768 | – | – |
Write-down of long-tem investment | 649,459 | – | – |
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| 703,725 | – | – |
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Net Loss for the Period | (4,388,593) | (8,828) | (7,702) |
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Net Loss Per Share – Basic and Diluted |
| (0.00) | (0.00) |
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Weighted Average Number of Shares Outstanding |
| 6,058,000 | 6,058,000 |
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The accompanying notes are an integral part of these financial statements
Bradner Ventures Ltd.
(A Development Stage Company)
Interim Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)
| Accumulated from June 22, 1983 (Date of Inception) to February 28, 2009 $ |
| |
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Three months period | |||
February 28, 2009 $ | February 29, 2008 $ | ||
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES: |
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OPERATING |
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Net loss for the period | (4,388,593) | (8,828) | (7,702) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization | 2,095 | – | – |
Bad debts | 248 | – | – |
Donated rent and services | 6,250 | 1,250 | – |
Finders’ fees | 114,932 | – | – |
Gain on debt settlement | (1,303) | – | – |
Gain on option | (1,187,500) | – | – |
Loss on sale of computer equipment | 344 | – | – |
Loss on sale of investments | 630,397 | – | – |
Write-down of advances to affiliate | 637,768 | – | – |
Write-down of mineral property | 1,468,807 | – | – |
Write-down of long-term investment | 649,459 | – | – |
Changes in non-cash working capital items related to operations |
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Decrease (increase) in GST recoverable | (348) | 10 | 240 |
Decrease in prepaid expenses | – | – | – |
Increase (decrease) in accounts payable and accrued liabilities | 438,322 | 6,475 | 4,858 |
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Net cash used in operating activities | (1,629,122) | (1,093) | (2,604) |
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INVESTING |
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Purchase of office equipment | (3,038) | – | – |
Expenditures on mineral properties | (1,121,172) | – | – |
Proceeds from disposal of office equipment | 600 | – | – |
Purchase of investments | (310,025) | – | – |
Mineral property deposit | – | – | – |
Advances to affiliate | (808,346) | – | – |
Proceeds on disposal of investments | 365,111 | – | – |
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Net cash flows provided by (used in) investing activities | (1,876,870) | – | – |
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FINANCING |
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Proceeds from advance payable | 90,000 | – | 15,000 |
Capital stock issued for cash | 3,419,522 | – | – |
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Net cash flows provided by financing activities | 3,509,522 | – | 15,000 |
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NET CASH INFLOWS (OUTFLOWS) | 3,530 | (1,093) | 12,396 |
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CASH, BEGINNING OF PERIOD | – | 4,623 | 902 |
The accompanying notes are an integral part of these financial statements
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CASH, ENDING OF PERIOD | 3,530 | 3,530 | 13,298 |
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Cash paid for income taxes during the period |
| $ Nil | $ Nil |
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Cash paid for interest expense during the period |
| $ Nil | $ Nil |
The accompanying notes are an integral part of these financial statements
1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN |
The Company was incorporated on June 22, 1983, and is currently in the business of seeking and identifying suitable business opportunities or business combinations in Canada. The Company's common shares are listed on the OTC Bulletin Board under the trading symbol "BVLTF". The Company is a development stage company and accordingly, the statements of operations and cash flows include a total of all expenditures and other income and expenses since inception, June 22, 1983 to February 28, 2009.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At February 28, 2009, the Company had not yet identified a suitable business, has accumulated losses of $4,388,593 since its inception, had a working capital deficiency of $102,845 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
The operations of the Company have primarily been funded by the issuance of capital stock. Continued operations of the Company are dependent on the Company's ability to raise funds through debt financing, complete equity financings or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms. The financial statements contain no adjustments which reflect the outcome of this uncertainty.
The unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim financial statements have been prepared in accordance with the accounting principles and policies described in the Company’s annual financial statements for the year ended November 30, 2008, and should be read in conjunction with those statements. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three-month period ended February 28, 2009 are not necessarily indicative of the results that may be expected for the year ended November 30, 2009.
2. | SIGNIFICANT ACCOUNTING POLICIES |
Recently Adopted Accounting Standards
Effective December 1, 2008, the Company adopted CICA Handbook Section 1535 “Capital Disclosures” which requires disclosure of the Company’s objectives, policies, and processes for managing capital; quantitative data about what the Company regards as capital; whether the Company has complied with any capital requirements; and, if the Company has not complied, the consequences of such noncompliance. The new accounting standard covers disclosure only and has no effect on the financial position or results of the Company.
Effective December 1, 2008, the Company adopted CICA Handbook Section 3064, “Goodwill and Intangible Assets”, which replaces Section 3062, “Goodwill and Other Intangible Assets”, and Section 3450, “Research and Development Costs”. This section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. The new standard concerning goodwill is unchanged from the standards included in the previous Section 3062. The standard has no effect on the financial position or results of the Company.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Adopted Accounting Standards (continued)
Effective December 1, 2008, the Company adopted CICA Handbook Section 1400, “General Standards of Financial Statement Presentation”, in relation to going concern. The amendment requires management to assess an entity’s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The standard has no effect on the financial position or results of the Company.
Future accounting changes
In 2006, the AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of July 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended June 30, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. The Company is currently assessing the impact of the above new accounting standards on the Company’s financial positions and results of operations.
The CICA issued the following new Section: 1582, Business Combinations, 1601, Consolidations and 1602, Non-Controlling Interest. These standards are effective January 1, 2011. The Company has not yet determined the impact of the adoption of these standards to these financial statements.
3. | CAPITAL DISCLOSURES |
Effective December 1, 2007, the Company adopted the new CICA guidelines of Section 1535, Capital Disclosures, which requires companies to disclose their objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital, and whether companies have complied with externally imposed capital requirements and, if not in compliance, the consequences of such non-compliance.
In the management of capital, the Company includes cash in the definition of capital.
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to seek and identify suitable business opportunities or business combinations in Canada. The board of directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The Company places its cash with institutions of high credit worthiness. At February 28, 2009, the Company had cash of $3,530 (November 30, 2008: $4,623).
The Company currently has not identified business opportunities; as such the Company has historically relied on the equity markets and advances from related parties to fund its activities. In order to carry out identifying business opportunities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new opportunities and seek to acquire business if it feels there are sufficient benefits to the Company and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
4. MINERAL PROPERTY
During the year ended November 30, 2007, the Company was in the process of acquiring an exploration permit to a mineral claim located in British Columbia, Canada for a term expiring on November 30, 2008. The Company paid a $5,000 security deposit and incurred $3,921 in exploration costs on the mineral claim.
During the year ended November 30, 2008, the Company abandoned the mineral claim and received a refund for the security deposit of $5,000.
5. | RELATED PARTY TRANSACTIONS |
The Company entered into the following transactions with related parties, which are in the normal course of operations and are measured at the exchange amount.
(a) During the three month period ended February 28, 2009, the Company incurred $500 (2008 - $nil) for management fees to a company with a common director.
(b) During the three month period ended February 28, 2009, the Company incurred $750 (2008 - $nil) for bookkeeping fees to a company with a common director.
(c) As at February 28, 2009, the Company owes $50,000 (November 30, 2008 - $50,000) to a director for advances, which are unsecured, non-interest bearing and payable on demand.
(d) As at February 28, 2009, the Company owes $15,000 (November 30, 2008 - $15,000) to a company owned by a shareholder for advances, which is unsecured, non-interest bearing and payable on demand.
(e) As at February 28, 2009, the Company owes $25,000 (November 30, 2008 - $25,000) to a company owned by the President of the Company for advances, which are unsecured, non-interest bearing and no fixed term of repayments.
6. | CAPITAL STOCK |
Common Shares
The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.
Preferred Shares
The preferred shares of the Company may be issued in one or more series and may be designated as voting or non-voting and cumulative or non-cumulative. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets before any distribution is made to the holders of the common shares. The Company had no preferred shares outstanding at February 28, 2009 and February 29, 2008.
Stock Option
The Company, from time to time, allows officers, key employees and non-employee directors to be granted options to purchase shares of the Company’s authorized but un-issued common stock. Options currently expire no later than 10 years from the grant date and generally vest on the date of grant. These options are granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant. The Company had no options outstanding as at February 28, 2009 and February 29, 2008.
Warrants
The Company had no options outstanding as at February 28, 2009 and February 29, 2008.
7. CONTRIBUTED SURPLUS
A Company with a common director provides bookkeeping services and management services at no cost. During the three month period ended February 28, 2009, the fair value of the bookkeeping services of $750 and the fair value of the management services of $500 have been recorded in the statement of operations and in contributed surplus.
8. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES |
These financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. There are no material differences between Canadian GAAP and United States GAAP on the balance sheets, statements of operation, and cash flows.
Management does not believe that any recently issued, but not yet effective accounting standard if currently adopted could have a material effect on the accompanying financial statements.
BRADNER VENTURES LTD.
FORM 51-102F1
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Three Month Period Ended February 28, 2009
April 30, 2009
The following discussion and analysis of our financial condition and results of operations for the quarterly period ended February 28, 2009 should be read in conjunction with our financial statements and related notes included in this interim report. Our financial statements included in this interim report were prepared in accordance with Canadian generally accepted accounting principles.
Information contained herein includes estimates and assumptions which management is required to make concerning future events, and may constitute forward-looking statements under applicable securities laws. Forward-looking statements include plans, expectations, estimates, forecasts and other comments that are not statements of fact. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, we do not intend to update any of these forward-looking statements to conform these statements to actual results.
The amounts included in the following discussion are expressed in Canadian dollars.
Description of Business
We are a company seeking a suitable business opportunity or business combination. Our plan of operation is to acquire a prospective business opportunity or to enter into a business combination with an entity who has a suitable pre-existing business. We have not entered into any definitive agreements in furtherance of our plan of operation during the first quarter ended February 28, 2009, and we can provide no assurance that we will locate or acquire a suitable business opportunity. We anticipate that any acquisition or business combination that our company elects to enter into will require additional financing. There can be no assurance, however, that we will be able to obtain the financing necessary to enable us to pursue our plan of operation.
At present, we are not able to fund our ongoing cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective business opportunity. If we are unable to secure adequate capital to continue our efforts to finalize an acquisition or business combination, our shareholders may lose some or all of their investment and our business may fail.
Results of Operations
Three Month Period Ended February 28, 2009 Compared to the Three Month Period February 29, 2008
Our Company did not generate any revenues during the three months ended February 28, 2009. Expenses were $8,828 for the three months ended February 28, 2009, compared to $7,702 for the three months ended February 29, 2008. Expenses incurred in the three month period ended February 28, 2009 were primarily those required to maintain our continuous disclosure requirements as a public company while we seek to identify a suitable business opportunity or business combination.
Total cash outflow for the quarter ended February 28, 2009 was $1,093, compared to a cash inflow of $12,396 for the three months ended February 29, 2008. The difference in cash flows was primarily due to the receipt of a short term loan from a director of our company in the amount of $15,000, without interest or fixed terms of repayment, during the three months ended Feb 29, 2008.
Net loss was $8,828 or $(0.00) per share for the three months ended February 28, 2009, compared to a net loss of $7,702 or $(0.00) per share in the three months ended February 29, 2008. The increase in the net loss during our first quarter 2009 as compared to our first quarter 2008 was due to a general increase in operating expenses.
Selected Quarterly and Year-to-Date Financial Information
The following table provides selected quarterly financial information for the three months ended February 28, 2009 and February 29, 2008:
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| Three Months Ended |
| Three Months Ended | ||
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Revenue |
| $ | Nil |
| $ | Nil |
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Net loss |
| (8,828) |
| (7,702) | ||
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Net loss per share (basic and fully diluted) |
| (0.00) |
| (0.00) | ||
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| As at February 28, 2009 |
| As at November 30, 2008 | ||
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Total assets |
| $ | 3,630 |
| $ | 4,733 |
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Shareholders’ equity (deficit) |
| (102,845) |
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| (95,267) | |
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Summary of Quarterly Results
Quarterly Results of the Eight Quarters ended February 28, 2009
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| 2009 | 2008 | |||||||||||
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| February 28 |
| November 30 |
| August 31 |
| May 31 | ||||||
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| (unaudited) |
| (audited) |
| (unaudited) |
| (unaudited) | ||||||
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Revenues |
| $ | Nil |
| $ | Nil |
| $ | Nil |
| $ | Nil | ||
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Net loss |
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| (8,828) |
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| (17,315) |
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| (10,356) |
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| (12,135) | ||
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Basic and Diluted earnings (loss) per share |
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| (0.00) |
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| (0.00) |
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| (0.00) |
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| (0.00) | ||
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| 2008 | 2007 | |||||||||||
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| February 29 |
| November 30 |
| August 31 |
| May 31 | ||||||
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| (unaudited) |
| (audited) |
| (unaudited) |
| (unaudited) | ||||||
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Revenues |
| $ | Nil |
| $ | Nil |
| $ | Nil |
| $ | Nil | ||
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Net loss |
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| (7,702) |
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| (14,988) |
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| (19,860) |
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| (19,589) | ||
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Basic and Diluted earnings (loss) per share |
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| (0.00) |
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| (0.00) |
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| (0.00) |
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| (0.00) | ||
Liquidity
We had cash and other current assets of $3,630 as at February 28, 2009, compared to $4,733 as at November 30, 2008. Our company’s normal operating expenses for the quarter ended February 28, 2009 of $8,828 included bank charges and interest of $130, office and miscellaneous of $645, professional fees (accounting, administration and legal) of $6,435, management fees of $500, transfer agent and regulatory fees of $1,117 and loss on foreign exchange of $1.
We are currently seeking a business opportunity or business combination. If our Company is successful in locating such a business and ultimately seeks to acquire or combine with the business, our company will incur expenses as part of the due diligence and transactional process. If an acquisition or business combination agreement is concluded in fiscal 2009, we anticipate that significant professional, filing and due diligence costs will be incurred by our company and, as a result, we will be forced to seek additional financing to fund the acquisition or business combination.
Our current plan of operation is to acquire a prospective business opportunity. We did not enter into any definitive agreements during the quarter ended February 28, 2009 in regards to the acquisition of a suitable business opportunity. Our Company has limited financing upon which to continue our operations, and we anticipate that any acquisition that our company may ultimately seek to enter into will require additional financing. We presently do not have any arrangements in place for the financing of our continued operations or the costs associated with locating, acquiring and developing a prospective business opportunity.
Even if we are able to acquire a business opportunity or an interest in a business opportunity, there is no assurance that any revenues will be generated by us or that revenues generated would be sufficient to provide a return to investors.
Operating Activities
Operating activities used cash of $1,093 for the quarter ended February 28, 2009, compared to $2,604 for the quarter ended February 29, 2008.
Investing Activities
There were no investing activities for the three months ended February 28, 2009 and February 29, 2008.
Financing Activities
We did not conduct any financing activities during the three months ended February 28, 2009. We received $15,000 from a director of our company during the three months ended February 19, 2008.
Capital Resources
We anticipate that we will incur approximately $50,000 for operating expenses over the next twelve months, exclusive of any acquisition or development costs. These expenses include professional legal and accounting expenses associated with our company being a reporting issuer in the United States under the Securities Exchange Act of 1934 and a reporting issuer in British Columbia.
This estimate may increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating acquisition agreements are greater than anticipated. We had cash in the amount of $3,530 and a working capital deficiency in the amount of $102,845 as of February 28, 2009. As this amount is not sufficient to enable our company to carry out our plan of operations for the next twelve months, we intend to complete a private placement equity financing in order to raise the additional funds necessary to pursue our plan of operations and to fund our working capital requirements. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.
We are currently seeking a business opportunity or business combination. If our company is successful in locating such a business and ultimately seeks to acquire or combine with the business, our company will incur expenses as part of the due diligence and transactional process. If an acquisition or business combination agreement is concluded in fiscal 2008, we anticipate that significant professional, filing and due diligence costs will be incurred by our company and, as a result, we will be forced to seek additional financing to fund the acquisition or business combination.
Our current plan of operation is to acquire a prospective business opportunity. We did not enter into any definitive agreements during the quarter ended February 28, 2009 in regards to the acquisition of a suitable business opportunity. Our company has limited financing upon which to continue our operations, and we anticipate that any acquisition that our company may ultimately seek to enter into will require additional financing. We presently do not have any arrangements in place for the financing of our continued operations or the costs associated with locating, acquiring and developing a prospective business opportunity. It is not possible to estimate such funding requirements until our company enters into a definitive agreement to either acquire a business or to enter into a business combination and participate in the business.
Even if we are able to acquire a business opportunity or an interest in a business opportunity, there is no assurance that any revenues will be generated by us or that revenues generated would be sufficient to provide a return to investors.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Transactions with Related Parties
The Company entered into the following transactions with related parties, which are in the normal course of operations and are measured at the exchange amount.
| (a) | During the three month period ended February 28, 2009, the Company incurred $500 (2008 - $nil) for management fees to a company with a common director. |
| (b) | During the three month period ended February 28, 2009, the Company incurred $750 (2008 - $nil) for bookkeeping fees to a company with a common director. |
| (c) | As at February 28, 2009, the Company owes $50,000 (November 30, 2008 - $50,000) to a director for advances, which are unsecured, non-interest bearing and payable on demand. |
| (d) | As at February 28, 2009, the Company owes $15,000 (November 30, 2008 - $15,000) to a company owned by a shareholder for advances, which is unsecured, non-interest bearing and payable on demand. |
| (e) | As at February 28, 2009, the Company owes $25,000 (November 30, 2008 - $25,000) to a company owned by the President of the Company for advances, which are unsecured, non-interest bearing and no fixed term of repayments. |
Application of Critical Accounting Policies
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
A full discussion and description of the Company’s critical accounting policies are summarized in the November 30, 2008 audited annual financial statements. (Available on SEDAR).
Future Accounting Changes
International financial reporting standards (‘IFRS”)
In 2006, the AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended November 30, 2012. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. The Company is currently assessing the impact of the above new accounting standards on the Company’s financial positions and results of operations.
Outstanding Securities
The authorized capital of our company consists of 100,000,000 common shares, divided into 75,000,000 common shares without par value and 25,000,000 preference shares without par value. As of February 28, 2009, there were 6,058,256 common shares issued and outstanding and no preference shares issued and outstanding in the capital of our company. The Company has no options or warrants outstanding.
Additional Disclosure for Venture Issuers Without Significant Revenue
| Three Months Ended |
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General and Administrative Expenses | $ | 8,828 |
| $ | 7,702 | |
Additional Information
Additional information relating to our company is available for viewing on the SEDAR website at www.sedar.com.
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS - VENTURE ISSUER BASIC CERTIFICATE
I, Richard Coglon, Chief Executive Officer of Bradner Ventures Ltd., certify the following:
Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Bradner Ventures Ltd. (the “issuer”) for the interim period ended February 28, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: April 30, 2009
“Richard Coglon”
Richard Coglon
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS - VENTURE ISSUER BASIC CERTIFICATE
I, Richard Coglon, Chief Financial Officer of Bradner Ventures Ltd., certify the following:
Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Bradner Ventures Ltd. (the “issuer”) for the interim period ended February 28, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: April 30, 2009
“Richard Coglon”
Richard Coglon
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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.
/s/ Richard Coglon
Richard Coglon
President
Date: May 29, 2009
