SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
For the Quarter ended: March 31, 2004
Commission File No. 001-31546
BREAM VENTURES INC.
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of Incorporation or Organization)
98-0232018
(I.R.S. Employer Identification Number)
1057 West 23rd Street
North Vancouver, B.C. V7P 2H1
Phone: (604) 671-8911
(Address, including zip code and telephone number,
including area code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act: none
Securities registered under Section 12(g) of
the Exchange Act:
Common Stock
(Title of class)
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 past 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days: Yes__X__ No ____.
The number of shares of the registrant's only class of common stock issued and outstanding, as of March 31, 2004 was 3,890,000 common shares.
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PART 1
ITEM 1.
FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended March 31, 2004 are attached hereto:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our co ntrol and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward looking statements.
OVERVIEW
History and Organization
Bream Ventures Inc. (the "Company") was incorporated under the laws of the state of Nevada on March 9, 2001. We have not commenced business operations and we are considered a pre-exploration stage enterprise. To date, our activities have been limited to organizational matters, obtaining a mining engineer's report and the preparation and filing of the registration statement. In connection with the organization of our company, the founding shareholders of our company contributed an aggregate of $25,000 cash in exchange for 2,500,000 shares of common stock. We have no significant assets and we are totally dependent upon the successful completion of future offerings and receipt of the proceeds there from, of which there is no assurance, for the ability to commence our proposed business operations.
Proposed Business
On April 9, 2001, we acquired a 15 year mining lease from Desert Pacific Exploration, Inc., the owner of eight unpatented lode mineral claims, sometimes referred to as the Panorama Project, located in western Nevada approximately 150 miles south of Reno, Nevada and 48 miles north of Bishop, California. An unpatented claim is one in which more assessment work is necessary before all mineral rights can be claimed. We are presently in the pre-exploration stage and there is no assurance that a commercially viable precious mineral deposit exists in our property until appropriate geological exploration is done and a final comprehensive evaluation concludes that there is economic and legal feasibility to conduct mining operations. Without a final economic feasibility study we cannot determine economic feasibility. We will not have sufficient funds to pay for a final economic feasibility study. Consequently, our current exploration plans can only det ermine if we will be justified to continue exploration.
The exploration program proposed by Bream is designed to determine whether mining operations would be advisable. It is uncertain at this time the precise quantity of minerals in the property that would justify actual mining operations. Some of the factors that would be used to determine whether to proceed with mining operations would be the data generated by the proposed exploration program. This data will be evaluated to confirm that a mineral deposit is sufficiently defined on three or more sides. Another factor would be investigation into whether a buyer or a market exists for the minerals and the prevailing market price for the minerals.
Under the terms of the lease, Bream may extend the initial term of 20 years for one additional period of 20 years provided that all conditions of the lease have previously been met. Bream has the exclusive possession of the property for mining purposes during the term of the lease.
The owner of the property on which the claims are located is Desert Pacific Exploration, Inc. Under the terms of the lease as amended on April 9, 2002, September 25, 2002, June 9, 2003, September 30, 2003, and February 23, 2004, Bream must pay an advance annual royalty as follows:
