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, 2002
[ ] 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 306 - 1140 Homer Street
Vancouver, British Columbia, Canada V6B 2X6
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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, 2002.
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, 2002 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2002.
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET (RESTATED - NOTE 6)
(Unaudited)
(Stated in U.S. Dollars)
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JUNE 30 DECEMBER 31
2002 2001
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ASSETS
Current
Cash $ 26 $ 1,393
Mineral Property interest (Note 3) - -
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$ 26 $ 1,393
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LIABILITIES
Current
Accounts payable $ 50,902 $ 40,682
SHAREHOLDERS' DEFICIENCY
Share Capital
Authorized:
25,000,000 common shares, par value
$0.001 per share
Issued and outstanding:
2,850,000 common shares 2,850 2,850
Additional paid-in capital 44,650 44,650
Deficit Accumulated During The Exploration Stage (98,376) (86,789)
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(50,876) (39,289)
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$ 26 $ 1,393
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT (RESTATED - NOTE 6)
(Unaudited)
(Stated in U.S. Dollars)
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INCEPTION
FEBRUARY
THREE MONTHS ENDED SIX MONTHS ENDED 2000 TO
JUNE 30 JUNE 30 MAY 31
2002 2001 2002 2001 2002
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Expenses
Bank charges, interest and
foreign exchange $ 627 $ 408 $ 799 $ 247 $ 1,544
Mineral property acquisition
payments and exploration
expenditures - - - - 4,972
Professional fees 2,408 6,101 4,736 7,795 44,976
Office and sundry 52 269 52 560 6,456
Office facilities and services 3,000 3,000 6,000 6,000 40,428
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Net Loss For The Period 6,087 9,778 11,587 14,602 $ 98,376
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Deficit Accumulated During
The Exploration Stage,
Beginning Of Period, as
previously reported 92,289 72,744 86,789 67,920
Prior Period Adjustment
(Note 6) - 1,000 - 1,000
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Deficit Accumulated During
The Exploration Stage,
Beginning Of Period, as
restated 92,289 73,744 86,789 68,920
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Deficit Accumulated During
The Exploration Stage,
End Of Period $ 98,376 $ 83,522 $ 98,376 $ 83,522
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Net Loss Per Share $ 0.01 $ 0.01 $ 0.01 $ 0.01
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Weighted Average Number Of
Shares Outstanding 2,850,000 2,850,000 2,850,000 2,850,000
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS (RESTATED - NOTE 6)
(Unaudited)
(Stated in U.S. Dollars)
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INCEPTION
FEBRUARY
THREE MONTHS ENDED SIX MONTHS ENDED 2000 TO
JUNE 30 JUNE 30 MAY 31
2002 2001 2002 2001 2002
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Cash Flows From Operating Activities
Net loss for the period $ (6,087) $ (9,778) $ (11,587) $ (14,602) $ (98,376)
Adjustment To Reconcile Net Loss
To Net Cash Used By Operating
Activities
Change in accounts payable 5,789 9,700 10,220 14,448 50,902
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(298) (78) (1,367) (154) (47,474)
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Cash Flows From Financing Activity
Share capital issued - - - - 47,500
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Increase (Decrease) In Cash (298) (78) (1,367) (154) 26
Cash, Beginning Of Period 324 1,626 1,393 1,702 -
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Cash, End Of Period $ 26 $ 1,548 $ 26 $ 1,548 $ 26
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY (RESTATED - NOTE 6)
JUNE 30, 2002
(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 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 - - - (42,523) (42,523)
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Balance, December 31, 1999 2,850,000 2,850 44,650 (42,523) 4,977
Net loss for the year - - - (26,397) (26,397)
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Balance, December 31, 2000 2,850,000 2,850 44,650 (68,920) (21,420)
Net loss for the period - - - (17,869) (17,869)
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Balance, December 31, 2001 2,850,000 2,850 44,650 (86,789) (39,289)
Net loss for the period - - - (11,587) (11,587)
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Balance, June 30, 2002 2,850,000 $ 2,850 $ 44,650 $ (98,376) $ (50,876)
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BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of June 30, 2002 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 consolidated financial statements be read in
conjunction with the December 31, 2001 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 has been in the exploration stage since its formation and
has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Upon location of a commercial minable reserve, the Company
expects to actively prepare the site for its extraction and enter a
development stage.
c) Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $98,376 for the period from inception, February
17, 1999, to June 30, 2002, and has no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its mineral
properties. Management has plans to seek additional capital through a
private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
of, and classification of, liabilities that might be necessary in the
event the Company cannot continue in existence.
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
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 judgment.
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 Acquisition Payments and Exploration Costs
The Company expenses all costs related to the acquisition and
exploration of mineral claims in which it has secured exploration
rights prior to establishment of proven and probable reserves. To
date, the Company has not established the commercial feasibility of
its mineral property, therefore, all exploration expenditures are
being expensed.
b) 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.
c) 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.
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
4. MINERAL PROPERTY
The Company has entered into an option agreement, dated February 18, 1999,
as amended, to acquire a 50% interest in the Secret Basin, Nevada property
for the following consideration:
- cash payment of U.S. $1,000 (paid);
- exploration expenditures totalling U.S.$10,000 by December 31, 2002;
- exploration expenditures totalling U.S. $250,000 by June 30, 2003.
5. 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.
6. RELATED PARTY TRANSACTION
During the period ended June 30, 2002, the Company incurred $6,000 (2001 -
$6,000) for office facilities and services to a company related by common
directors.
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
7. PRIOR PERIOD ADJUSTMENT
During the year ended December 31, 2001, the Company adjusted its
accounting for mineral property option payments which had previously been
capitalized. The adjustment was made in order to reflect the initial
expensing of all costs related to the maintenance and exploration of
mineral property interests where commercial feasibility has not been
established. The adjustment results in the following changes:
2001 2000
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Decrease in mineral property interest $ (1,000) $ (1,000)
Increase in deficit 1,000 1,000
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 Diamond Corp. ("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. Under an amended agreement dated June 24, 2002 the Company must perform
initial exploration expenditures in the amount of $10,000 US by December 31,
2002; and
2. Cumulative exploration expenditures in the amount of $250,000 US by June 30,
2003.
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 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 $26 as of June 30, 2002 compared
to $324 for the period ending March 31, 2002. The Company will require
additional funding in order to complete Phase I of the exploration program.
The Company's general and administrative expenses were $6,087 for the three
month period ending June 30, 2002. 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 $2,408 for the three month period
ending June 30, 2002.
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:
o Fluctuations in the market prices of gold
o General domestic and international economic and political conditions
o Unexpected geological conditions or rock instability conditions resulting
in cave-ins, flooding, rock-bursts or rock slides
o Difficulties associated with managing complex operations in remote areas
o Unanticipated milling and other processing problems
o The speculative nature of mineral exploration
o Environmental risks
o Changes in laws and government regulations, including those relating to
taxes and the environment
o The availability and timing of receipt of necessary governmental permits
and approval relating to operations, expansion of operations, and financing
of operations
o Fluctuations in interest rates and other adverse financial market conditions
o Other unanticipated difficulties in obtaining necessary financing
o The failure of equipment or processes to operate in accordance with
specifications or expectations
o Labor relations
o Accidents
o Unusual weather or operating conditions
o Force majeure events
o 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.
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 13, 2002
By: /s/ Peter Bell
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PETER BELL, Director, President
Chief Executive Officer