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 March 31, 2001 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to ---------------- ----------------- Commission File Number 0-25827 -------------------- BRADEN TECHNOLOGIES INC. ----------------------------------------------------------------- (Exact name of small Business Issuer as specified in its charter) Nevada 88-0419475 - --------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Suite 505 - 1155 Robson Street Vancouver, British Columbia, Canada V6E 1B5 - ----------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 604-689-1659 -------------------------- ----------------------------------------------------------------- (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 March 31, 2001. 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 three months ended March 31, 2001 are not necessarily indicative of the results that can be expected for the year ending December 31, 2001. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) (Stated in U.S. Dollars) BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) BALANCE SHEET (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- MARCH 31 DECEMBER 31 2001 2000 - -------------------------------------------------------------------------------- ASSETS Current Cash $ 1,626 $ 1,702 Mineral Property (Note 3) 1,000 1,000 --------------------------- $ 2,626 $ 2,702 =============================================================================== LIABILITIES Current Accounts payable $ 27,870 $ 23,122 SHAREHOLDERS' 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 (72,744) (67,920) --------------------------- (25,244) (20,420) --------------------------- $ 2,626 $ 2,702 ================================================================================ BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF LOSS AND DEFICIT (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- INCEPTION FEBRUARY 17 THREE MONTHS ENDED 1999 TO MARCH 31 MARCH 31 2001 2000 2001 - -------------------------------------------------------------------------------- Expenses Bank charges, interest and foreign exchange $ (161) $ 109 $ 458 Mineral property exploration expenditures - - 3,972 Professional fees 1,694 7,049 37,890 Office and sundry 291 495 4,996 Office facilities and services 3,000 3,000 25,428 -------------------------------------------- Net Loss For The Period 4,824 10,653 $ 72,744 =========== Deficit Accumulated During The Exploration Stage, Beginning Of Period 67,920 41,523 Deficit Accumulated During The Exploration Stage, End Of Period $ 72,744 $ 52,176 ================================================================ Net Loss Per Share $ 0.01 $ 0.01 ================================================================ Weighted Average Number Of Shares Outstanding 2,850,000 2,850,000 ================================================================ BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- INCEPTION FEBRUARY 17 THREE MONTHS ENDED 1999 TO MARCH 31 MARCH 31 2001 2000 2001 - -------------------------------------------------------------------------------- Cash Flows From Operating Activities Net loss for the period $ (4,824) $ (10,653) $ (72,744) Adjustment To Reconcile Net Loss To Net Cash Used By Operating Activities Change in accounts payable 4,748 7,866 27,870 -------------------------------------------- (76) (2,787) (44,874) -------------------------------------------- Cash Flows From Investing Activity Mineral property - - (1,000) -------------------------------------------- Cash Flows From Financing Activity Share capital issued - - 47,500 -------------------------------------------- Change In Cash (76) (2,787) 1,626 Cash, Beginning Of Period 1,702 6,655 - -------------------------------------------- Cash, End Of Period $ 1,626 $ 3,868 $ 1,626 ================================================================================ BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF STOCKHOLDERS' DEFICIENCY MARCH 31, 2001 (Unaudited) (Stated in U.S. Dollars) Common Stock --------------------------- Additional Paid-in Shares Amount Capital Deficit Total ---------------------------------------------------------------------- Shares Issued For Cash At $0.01 2,750,000 $ 2,750 $ 24,750 $ - $ 27,500 Shares Issued For Cash At $0.20 100,000 100 19,900 - 20,000 Net Loss For The Period - - - (41,523) (41,523) ---------------------------------------------------------------------- Balance, December 31, 1999 2,850,000 2,850 44,650 (41,523) 5,977 Net Loss For The Year - - - (26,397) (26,397) ---------------------------------------------------------------------- Balance, December 31, 2000 2,850,000 2,850 44,650 (67,920) (20,420) Net Loss For The Period - - - (4,824) (4,824) ---------------------------------------------------------------------- Balance, March 31, 2001 2,850,000 $ 2,850 $ 44,650 $ (72,744) $ (25,244) ====================================================================== BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) (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 Company is in the exploration stage; therefore, recovery of its assets is dependent upon future events, the outcome of which is indeterminable. In addition, successful completion of the Company's exploration program and its transition, ultimately to the attainment of profitable operations, is dependent upon obtaining adequate financing to fulfil its exploration activities and achieve a level of sales adequate to support its cost structure. 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 capitalizes the acquisition costs of 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 acquisition costs will be written off. To date, the Company has not established the commercial feasibility of its mineral property, therefore, all exploration expenditures are being expensed. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) (Stated in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) a) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires 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 for the reporting period. Actual results could differ from these estimates. b) Foreign Currency Translation The Company's functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows: i) monetary items at the rate prevailing at the balance sheet date; ii) non-monetary items at the historical exchange rate; iii) revenue and expense at the average rate in effect during the applicable accounting period. 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) Net Loss Per Share The net loss per share is calculated using the weighted average number of common shares outstanding during the year. Fully diluted loss per share is not presented, as the impact of the exercise of options is anti -dilutive. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) (Stated in U.S. Dollars) 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 June 30, 2001. Consideration to date $ 1,000 ======== 4. CONTINGENCY Mineral Property The Company's mineral property interest has been acquired pursuant to an option agreement. In order to retain its interest, the Company must satisfy the terms of the option agreement described in Note 3. 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 June 30, 2001; 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. The Company had cash on hand in the amount of $1,626 as of March 31, 2001 compared to $1,702 for the period ending December 31, 2000. (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 $4,824 for the period ending March 31, 2001 compared to $10,653 for the period ending March 31, 2000. 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 $1,694 for the period ending March 31,2001 compared to $7,049 for the period ending March 31, 2000. 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 * 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) Reports on Form 8-K--None 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: May 14, 2001 By: /s/ Peter Bell ---------------------------------- PETER BELL, Director, President Chief Executive Officer