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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-KSB

xANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2003

 ̈TRANSITION REPORT
  UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________

Commission file number   0-25827

BRADEN TECHNOLOGIES INC.(Exact Name of Registrant as Specified in Its Charter)

|NEVADA                          | 88-0419475                          
|------------------------------- | ------------------------------------
|(State or Other Jurisdiction of | (I.R.S. Employer Identification No.)
|Incorporation or Organization)  |                                     

Suite 306 -1140 Homer Street, Vancouver, B.C. V6B 2X6
  (Address of Principal Executive Offices, Including Postal Code)

(604) 689-1659(Registrants Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class | Name of Exchange on Which Registered
|------------------- | ------------------------------------
|None                | None                                

Securities registered under Section 12(g) of the Exchange
  Act:

Common Stock(Title of Each Class)

Check whether the Issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act 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
   ̈

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Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrants knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this
  Form 10-KSB or any amendment to this Form 10-KSB. x

State issuers revenues for its most recent fiscal year. Nil

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.)

$2,183,500

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date.

11,400,000

2

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BRADEN TECHNOLOGIES INC.
  ANNUAL REPORT ON FORM 10 -KSB

INDEX

|PART 1     |                                                                                                                      |   
|---------- | -------------------------------------------------------------------------------------------------------------------- | --
|           |                                                                                                                      |   
|Item 1.    | DESCRIPTION OF BUSINESS                                                                                              | 4 
|           |                                                                                                                      |   
|Item 2.    | DESCRIPTION OF PROPERTY                                                                                              | 9 
|           |                                                                                                                      |   
|Item 3.    | LEGAL PROCEEDINGS                                                                                                    | 9 
|           |                                                                                                                      |   
|Item 4.    | SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS                                                            | 10
|           |                                                                                                                      |   
|PART II    |                                                                                                                      |   
|           |                                                                                                                      |   
|Item 5.    | MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS                                                       | 10
|           |                                                                                                                      |   
|Item 6.    | MANAGEMENTS DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION                                                      | 10
|           |                                                                                                                      |   
|Item 7.    | FINANCIAL STATEMENTS                                                                                                 | 12
|           |                                                                                                                      |   
|Item 8.    | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                           | 22
|           |                                                                                                                      |   
|Item 8A.   | CONTROLS AND PROCEDURES                                                                                              | 22
|           |                                                                                                                      |   
|PART III   |                                                                                                                      |   
|           |                                                                                                                      |   
|Item 9.    | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
      AND CONTROL PERSONS COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT | 23
|           |                                                                                                                      |   
|Item 10.   | EXECUTIVE COMPENSATION                                                                                               | 25
|           |                                                                                                                      |   
|Item 11.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS                                                                | 26
|           |                                                                                                                      |   
|Item 12.   | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS                                                                 | 27
|           |                                                                                                                      |   
|Item 13.   | EXHIBITS, AND REPORTS ON FORM 8-K                                                                                    | 28
|           |                                                                                                                      |   
|Item 14.   | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                               | 29
|           |                                                                                                                      |   
|Signatures | 30                                                                                                                  

3

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PART I

Item 1.     DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-KSB under Item 1.
  Business, Item 2. Properties, Item 3. Legal Proceedings,
  and Item 7. Managements Discussions and Analysis of Financial Condition
  and Results of Operations and elsewhere constitute forward-looking
  statements within the meaning of the Private Securities Litigation Reform
  Act of 1995 (the Reform Act). Such forward-looking statements involve
  known and unknown risks, uncertainties and other factors which may cause the
  actual results, performance or achievements of Braden Technologies, a company
  organized under the laws of Nevada (the Company) to be materially
  different from any future results, performance or achievements expressed or
  implied by such forward-looking statements. Such factors include, among others,
  the following: general economic and business conditions; competition; success
  of operating initiatives; the success (or lack thereof) with respect to the
  Companys exploration and development operations on its properties; the
  Companys ability to raise capital and the terms thereof; the acquisition
  of additional properties; changes in business strategy or development plans;
  future rental revenues; exploration and other property write-downs as hereinafter
  defined; the continuity, experience and quality of the Companys management;
  changes in or failure to comply with government regulations or the lack of government
  authorization to continue the Companys projects; and other factors referenced
  in the Form 10-KSB. The use in this Form 10-KSB of such words as believes,
  plans, anticipates, expects, intends,
  and similar expressions are intended to identify forward-looking statements,
  but are not the exclusive means of identifying such statements. The success
  of the Company is dependent on the efforts of the Company, its employees and
  many other factors including, primarily, its ability to raise additional capital
  and establishing the economic viability of any of its exploration properties.

History and Development of the Company

Braden Technologies, Inc. (the "Company") was organized as
  a Nevada corporation on February 17, 1999 and is engaged in the acquisition,
  exploration and development of mineral properties. During Fiscal 2003, the Board
  of Directors of the Company approved a four-for-one split of the companys
  stock effective March 10, 2003. The issued and outstanding is now 11,400,000
  shares.

The Company entered into a mineral property option agreement
  dated February 18, 1999 with Miranda Gold Corp. ("Miranda") of Suite 306 
  1140 Homer Street, Vancouver, British Columbia. The Company acquired from Miranda
  the option (the "Option") to acquire a 50% interest in certain mineral claims
  situated in the State of Nevada (the Miranda Property"). The consideration
  paid by the Company to Miranda for the grant of the Option at the time of execution
  was $1,000 US.

The Company was unable to meet its obligations to Miranda
  under the option agreement due to a lack of financing.

During Fiscal 2003, Miranda expressed an interest in dropping
  its option on the Miranda property. The Company's Option was subject to an Underlying
  Agreement dated the 12th day of February, 1997 between Miranda and John Rice
  of P.O. Box 20074, Reno, Nevada 89515 ("Rice") whereby Miranda acquired an undivided
  50% right, title and interest in the Miranda property from Rice by staking the
  mining claims and making a payment to Rice of $5,000 US in cash, and issuing
  to Rice 70,000 common shares of Miranda Gold Corp. upon certain milestones being
  reached.

4

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Prior to the year end the Company agreed to terminate its
  option agreement with Miranda and entered into negotiations directly with the
  owner of the Miranda property in order to secure directly an option on several
  of the claims previously held by the Company as well as acquiring several new
  claims. These claims are called the Basin Claims.

Mineral Property Option Agreement

Subsequent to the year end the Company concluded negotiations
  with J. Rice Development Corp. (the Vendor) and entered into an
  option to acquire an undivided 100% right, title and interest in the Basin Claims,
  subject to a net smelter royalty (NSR), for total consideration
  of cash payments being made over four years totaling $94,200, and the commitment
  to drill a minimum of six holes on the property to be made as follows:

|(a) | $3,200 to be paid to the Vendor upon execution of this Agreement which amount has been paid;                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the payment of $1,000 to be paid to the Vendor by August 1, 2004;                                                                             
|(c) | the drilling of a minimum of six reverse
        circulation holes on the Property by Braden by August 15, 2005 (the Drill
        Program);
|(d) | the payment of $15,000 to be paid to the Vendor by March 1, 2006;                                                                             
|(e) | the payment of $25,000 to be paid to the Vendor by March 1, 2007;                                                                             
|(f) | the payment of $50,000 to be paid to the Vendor by March 1,
      2008;                                                                       

The Basin Claims are at the exploration stage only and there
  is no assurance that any of the Companys mining claims contain a commercially
  viable ore body until further exploration work is done. The Company will require
  additional funding in order to proceed with an option to acquire an interest
  in the mineral claims. The Company currently does not have any arrangements
  for financing and can provide no assurance to investors that the Company will
  be able to obtain further financing.

Geological Report

Under its original option agreement with Miranda the Company
  obtained a geological report on the original Miranda Property claims dated February
  18, 1999 prepared by John Rice, Consulting Geologist of P.O. Box 20074, Reno,
  Nevada 89515 (the Geological Report). The Geological Report summarized
  the exploration history of the Miranda property and the regional geology of
  the property which includes the Basin Claims.

Basin Claims

The Company has an option on the following Basin claims located
  in Nye County, Nevada. The claims have been filed by the Vendor on land administered
  by the U.S. Bureau of Land Management. The 10 news claims called the Basin Claims
  are summarized as follows:

|Claim Name | Location        | BLM NMC #
|---------- | --------------- | ---------
|Secret 2   | sec 36 T9N R40E | NMC858654
|Secret 3   | sec 36 T9N R40E | NMC858655

5

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|Secret 4  | sec 36 T9N R40E     | NMC858656
|--------- | ------------------- | ---------
|Secret 5  | sec 36 T9N R40E     | NMC858657
|Secret 6  | sec 36 T9N R40E     | NMC858658
|Secret 10 | sec 36 T9N R40E     | NMC858659
|Secret 11 | sec 36 T9N R40E     | NMC858660
|Secret 12 | sec 36 T9N R40E     | NMC858661
|Secret 13 | sec 35, 36 T9N R40E | NMC858662
|Secret 14 | sec 35 T9N R40E     | NMC858663

In order to maintain the mineral claims in good standing,
  the Company must pay maintenance fees in lieu of completing exploration work
  with the Bureau of Land Management of the United States Department of the Interior.
  Currently, a maintenance fee of $100 per mineral claim must be paid in each
  year to maintain the mineral claims for an additional year. In total, the Company
  must pay $1,000 per year to maintain the Basin mineral claims in good standing
  for each year. Extension of our claims is automatic upon payment of the required
  maintenance fees. If the Company fails to pay the maintenance fees, then the
  mineral claims will lapse and we will lose all interest in these mineral claims.

History of the Property

According to the original geological report the property was
  originally prospected for its mercury potential over 50 years ago. Later, fluorspar
  was mined from the Colton Mine in the main part of the district. In the early-mid
  seventies, Louisiana Land and Minerals drilled 8-10 holes, presumably testing
  for fluorspar. These holes are vertical, large diameter (12-14 inches) conventional
  drill holes. Freeport Exploration (now Independence Mining) located claims in
  the area but chose not to pursue making a deal with the land owner that controlled
  claims over the main part of the property.

Geological Exploration on the Miranda Property

Miranda engaged Mr. John Rice, the author of the Geological
  Report, to complete a geologic sampling program on the Miranda Property during
  the spring and summer field season of 1997. Mr. Rice collected sixty-one surface
  rock chip samples from the property which were analysed for gold and silver
  mineralization. The sixty-one rock samples collected had an average of 0.022
  ounces of gold per ton. Those samples which contained gold mineralization generally
  also contained silver mineralization.

In addition to the rock chip samples, a program of soil sampling
  was also completed. A total of 507 soil samples were collected on the grid.
  The results from the soil samples assisted in defining the North Vein and the
  South Vein observed on the Miranda Property.

Miranda also completed the drilling of nine holes on the Miranda
  Property in October 1997. The drilling contractor was Johnson Drilling from
  Elko, Nevada. Four drill holes were drilled on the North Vein and four holes
  were drilled on the South Vein. One hole was drilled to test a mercury anomaly
  in the western part of the property. Drill hole SB97-4, which was drilled on
  the North Vein, had a 10 foot (3 meter) interval that averaged 0.02 ounces of
  gold per ton. This was the best assay interval of all drill holes.

6

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Conclusions of the Geological Report

The Geological Report concluded that the volcanic middle sequence
  present on the Miranda Property has the potential of hosting a precious metal
  deposit within quartz veins. The Geological Report recommended that additional
  drilling be planned to test the North Vein at deeper levels based on the results
  of the geological exploration completed by Mr. Rice.

The Geological Report recommended proceeding with a further
  two phase geological exploration program. The first phase of the exploration
  program would involve conducting a geological survey of the Miranda Property,
  known as a magnetometer and induced polarization survey. The results of this
  survey would be analyzed by the Company to identify further drilling targets.
  The second phase of the exploration program would involve drilling at the recommended
  drill targets in order to obtain additional drill core samples. These drill
  core samples would be analyzed to further determine the mineralization potential
  of the Miranda Property.

The second phase of the exploration program would require
  the construction of roads in order to provide drill access to recommended drill
  locations. The Company estimates the cost of constructing these roads to be
  approximately $8,000, including mobilization. Construction of roads is not required
  to undertake phase one of the exploration program.

The following table summarizes the costs of proceeding with
  the geological exploration program recommended by the Geological Report:

Phase One of Geological Exploration Program

|Geological | Contractor  | $ | 9,000  |  | Survey                     
|---------- | ----------- | - | ------ |  | ---------------------------
|Survey     |             |   |        |  |                            
|           | Geologist   | $ | 700    |  | Supervision and planning   
|           | Reporting   | $ | 500    |  | Summary and interpretations
|           | Contingency | $ | 1,000  |  | @ 10%                      
|           | TOTAL       | $ | 11,200 |  |                            

Phase Two of Geological Exploration Program

|Secret Basin Contractor | $ | 50,000 |  | Reverse circulation drilling             
|----------------------- | - | ------ |  | -----------------------------------------
|Geologist               | $ | 7,500  |  | Supervision and geology                  
|Assaying                | $ | 12,000 |  | For each 5 ft sample road                
|Building                | $ | 8,000  |  | Includes mobilization                    
|Permitting              | $ | 1,000  |  | With the Forest Service                  
|Filing Fees             | $ | 3,500  |  | Filing fees and staking additional claims
|Reporting               | $ | 4,000  |  | Summary reports                          
|Contingency             | $ | 12,900 |  | @ 15%: meetings, management, misc.       
|TOTAL                   | $ | 98,900 |  |                                          

The Company has determined in discussions with Mr. Rice not
  to proceed with Phase 1 of the geological exploration program which consisted
  of a geological survey, but to proceed to Phase II as Mr. Rice has identified
  several drill targets based on his review of the geological data.

7

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Future Operations

The Company plans to proceed with geological exploration of
  the Basin claims. The exploration program would involve drilling six holes in
  order to obtain additional drill core samples. These drill core samples would
  be analyzed to further determine the mineralization potential of the Basin claims.
  The exploration program would require the construction of roads in order to
  provide drill access to recommended drill locations. For the Company is to proceed
  to drilling six holes the approximate cost would be $80,000. This includes drilling
  of six holes to approximately 600 feet, supervision of a geologist, assaying,
  road building and filing fees.

Since the Company has acquired the Basin Claims and upon review
  of geological data, the Company has determined to proceed with a geological
  exploration program. The Company will apply for drill permits for the Basin
  Claims. The Company needs additional funding in form of an equity financing
  from the sale of the Company's common stock. There is no assurance that the
  Company will be able to achieve additional sales of its common stock sufficient
  to fund an exploration program. The Company does not have any arrangements in
  place for a future equity financing of the Company.

Geology of the Basin Claims

The original Geological report identified a volcanic rock
  formation known as the middle volcanic sequence as being present
  on the Miranda property. Quartz veins were observed within this middle volcanic
  sequence. Quartz veins are formations of quartz minerals present within the
  middle volcanic sequence. The Geological Report identified these quartz veins
  as having the potential to host gold and silver mineralization based on the
  exploration completed in 1997. Two separate quartz veins were observed on the
  Miranda property from observation of rock samples and drill hole samples. These
  two veins are known as the North Vein and the South Vein.

Certain Risk Factors

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.

8

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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.

Lack of Proven Properties and Insufficient Exploration and
  Development Funds

At this point, all of the Companys exploration prospects
  and property interests are in the exploration stage. Additional funds are necessary
  in order for the Company to continue its exploration programs. Certain of the
  Companys planned expenditures on its properties are discretionary and
  may be increased or decreased based upon funds available to the Company.

Environmental Laws.

The exploration programs conducted by the Company are subject
  to national, state and/or local regulations regarding environmental considerations
  in the jurisdiction where they are located. Most operations involving exploration
  or production activities are subject to existing laws and regulations relating
  to exploration and mining procedures, reclamation, safety precautions, employee
  health and safety, air quality standards, pollution of stream and fresh water
  sources, odor, noise, dust and other environmental protection controls adopted
  by federal, state, and local governmental authorities data pertaining to the
  effect or impact that any proposed exploration or production of minerals may
  have upon the environment. All requirements imposed by any such authorities
  may be costly, time consuming, and may delay commencement or continuation of
  exploration or production operations. However, at this time, the Company is
  in the exploration stage with respect to its Properties and does not anticipate
  preparing environmental impact statements or assessments until such time as
  the Company believes its properties will prove to be commercially feasible.
  Any surface disturbances and surface reclamations can be done under a Notice
  of Intent (NOI) which can be used when there is minimum impact.

Item 2.     DESCRIPTION OF PROPERTY

The Company has an option to acquire a 100% right, title and
  interest in the Basin Claims, as described in Item 1 of this Form 10-KSB under
  Mineral Property Option Agreement. In order to maintain the mineral
  claims in good standing, the Company must pay maintenance fees in lieu of completing
  exploration work with the Bureau of Land Management of the United States Department
  of the Interior. Currently, a maintenance fee of $100 per mineral claim must
  be paid in each year to maintain the mineral claims for an additional year.
  In total, the Company must pay $1,000 per year to maintain the Basin mineral
  claims in good standing for each year. Extension of our claims is automatic
  upon payment of the required maintenance fees. If the Company fails to pay the
  maintenance fees, then the mineral claims will lapse and we will lose all interest
  in these mineral claims.

The Company does not own or lease any property other than
  the Basin Claims. The Company has entered into an office administration contract
  dated February 17, 1999 with Senate Capital Group Inc. whereby Senate Capital
  has agreed to provide office administration services to the Company for a fee
  of $1,000 US per month.

Item 3.     LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the
  Company or any of its subsidiaries is a party or to which any of their property
  is subject.

9

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Item 4.     SUBMISSION OF MATTERS TO A VOTE OF
  SECURITY HOLDERS

During this period covered by the Form 10-KSB, the Company
  did not submit any matters to the Companys security holders to be voted
  upon.

PART II

Item 5.     MARKET FOR COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS

Market Information

The Company began trading April 28, 2000, on the OTC BB under
  the symbol BDNT. The following table lists the high, low, closing sales prices,
  and the volume of the Companys common shares for the last eight fiscal
  quarters:

|For the Period Ending | High | Low  | Close | Volume
|--------------------- | ---- | ---- | ----- | ------
|12/31/03              | -0-  | -0-  | -0-   | -0-   
|09/30/03              | -0-  | -0-  | -0-   | -0-   
|06/30/03              | 0.10 | 0.10 | 0.10  | 24,000
|03/31/03              | -0-  | -0-  | -0-   | -0-   
|12/31/02              | -0-  | -0-  | -0-   | -0-   
|09/30/02              | -0-  | -0-  | -0-   | -0-   
|06/30/02              | -0-  | -0-  | -0-   | -0-   
|03/31/02              | -0-  | -0-  | -0-   | -0-   

As of February 26, 2004 there were 35 registered shareholders
  of the Companys common stock. Limited Public Market for Common Stock

There is presently a limited public market for our common
  stock in the over-the-counter market under the symbol "BDNT." We have not sold
  any of our shares without registration under the Securities Act of 1933 during
  this fiscal year covered by this Annual Report.

Item 6.     MANAGEMENTS
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company had cash on hand in the amount of $2 as of December
  31, 2003. The Company will require additional funding over the next four years
  in order to meet its obligation to Rice to incur exploration expenditures of
  $94,200 by March 1, 2008.

The Companys plan of operations is to proceed with the
  exploration of the Basin claims. The Company plans to make an application to
  the US Forest Service for a drill permit. The Company will apply for a drill
  permit so that it can complete its drill program as recommended in the geological
  report. Completion of this drilling would complete the Companys obligation
  to drill a minimum of six reverse circulation drill holes on the Basin claims
  by August 15, 2005. The application for the drill permit will layout the location
  of the drill holes and the layout of the roads. The Company will incur administrative
  costs of approximately $3,000 associated with this filing. The permit application
  could take about six months.

10

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Upon receiving the permit the Company will have to pay a bond
  for reclamation. This bond will be approximately $10,000 for reclamation of
  roads, drill sites, possible re-seeding and general clean-up. The funds submitted
  to secure the bond will be held until all terms and conditions of the operations
  obligated under the bond have been fulfilled, or until satisfactory replacement
  bond coverage has been accepted, at which time the bond will be refunded. If
  the Company is to proceed to drilling six holes the approximate cost would be
  $80,000. This includes drilling of six holes to approximately 600 feet, supervision
  of a geologist, assaying, road building and filing fees. The Company anticipates
  not being able to proceed with its drilling program before the fall of 2004
  due to the length of time to get drilling permits. The Companys ability
  to complete and the timing of the drill program will depend on the Companys
  ability to achieve financing once drilling permits are obtained.

The anticipated cost of the plan of operations for the next
  six months is approximately $31,600. Once the drill permits have been obtained
  the Company will need funds of approximately $80,000 in order to complete its
  obligation under the mineral property option agreement.

The Company anticipates that additional funding will be in
  the form of equity financing from the sale of the Company's common stock. There
  is no assurance that the Company will be able to achieve additional sales of
  its common stock sufficient to fund an exploration program. The Company does
  not have any arrangements in place for a future equity financing of the Company.

If the Company does not secure additional financing, the Company
  will not be able to complete an exploration program or meet its obligation to
  the Vendor under the Option Agreement to incur $94,200 of exploration expenditures
  on the Basin Claims by March 1, 2008. In the event that the Company is unable
  to obtain sufficient financing in this regard, it will be required to abandon
  the Option and lose all rights thereto. The Company may consider bringing in
  a joint venture partner to provide the required funding, if the Company is unable
  to obtain the funding by itself and does not want to abandon the Basin Claims.
  The Company has not undertaken any efforts to locate a joint venture partner
  for the Basin Claims. In addition, there is no assurance that the Company would
  be able to locate a joint venture partner for the Basin Claims who would assist
  the Company in funding the exploration program. The Company may pursue acquiring
  interests in alternate mineral properties in the event of termination of the
  Option due to a failure to incur the required exploration expenditures.

Results of Operations.

For the Year Ended December 31, 2003

The Company is in the exploration stage and had no revenues
  from operations in Fiscal 2003. None of its mineral properties have proven to
  be commercially developable and as a result, the Company has not generated any
  revenue from these activities. The Company capitalizes expenditures associated
  with the direct acquisition, evaluation and exploration of mineral properties.
  When an area is disproved or abandoned, the acquisition costs and related deferred
  expenditures are written-off.

The Companys present mineral properties are exploration
  stage only. The Company has recorded cumulative write-offs of mineral properties
  of $137,410 for the period ending December 31, 2003.

The Companys general and administrative expenses were
  $26,157 for the period ending December 31, 2003 compared to $24,464 for the
  period ending December 31, 2002. This is the Companys fourth year of operations.
  The Company anticipates that general and administrative expenses will increase
  in Fiscal 2004 if the Company moves ahead with the further exploration of its
  mineral property.

Liquidity and Capital Resources.

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 does not know of any trends, demands, commitments,
  events or uncertainties that will result in, or that are reasonably likely to
  result in, the Company's liquidity either materially increasing or decreasing
  at present or in the foreseeable future. Material increases or decreases in
  the Company's liquidity are substantially determined by the success or failure
  of the Company's exploration programs or the future acquisition of projects.

11

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The Companys cash position at December 31, 2003 was
  $2.

The Company has not recorded any write-offs as of December
  31, 2003.

The Company did not incur any exploration costs for the period
  ending December 31, 2003.

During Fiscal 2003 no option payments were made on its mineral
  property.

At December 31, 2003 the Company had a working capital deficit
  of $89,910 compared to a working capital deficit of $63,753 for the period ending
  December 31, 2002.

During the first half of Fiscal 2004 and the second half of
  Fiscal 2004, the Company will apply for drill permits in order to proceed with
  the exploration of the Basin Claims. The Company will need to raise approximately
  $125,000 in order to proceed with its plan of operations over the next year.

The balance of the Companys cash needs through the second
  half of Fiscal 2004 are expected to come from an equity financing. The Company
  intends to raise any required additional funds by selling equity securities.

Item 7.     FINANCIAL STATEMENTS

The Financial Statements of Braden Technologies Inc., the
  Notes to Financial Statements and the Auditor's Report of DeMello & Company,
  chartered accountants, required by this Item 7 are included herewith to this
  Form 10-KSB.

12

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

13

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INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of 
  Braden Technologies, Inc. 
  (An exploration stage company)

We have audited the balance sheets of Braden Technologies,
  Inc. (an exploration stage company) as at December 31, 2003 and 2002, and the
  statements of loss and deficit accumulated during the exploration stage, cash
  flows, and stockholders equity for the years ended December 31, 2003 and
  2002. These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with United States of
  America generally accepted auditing standards. Those standards require that
  we plan and perform an audit to obtain reasonable assurance whether the financial
  statements are free of material misstatement. An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audit provides a reasonable
  basis for our opinion.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2003 and 2002, and the results of its operations and cash flows for the
  years ended December 31, 2003 and 2002 in accordance with United States of America
  generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has suffered a net loss since inception, has
  not attained profitable operations and is dependent upon obtaining adequate
  financing to fulfill its exploration activities. These factors raise substantial
  doubt that the Company will be able to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, B.C.   | DeMello & Company          
|----------------- | -----------------------------
|                  |                              
|February 23, 2004 | Certified General Accountants

14

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

BALANCE SHEETS
  (Stated in U.S. Dollars)

|                                                            | DECEMBER 31 |         
|----------------------------------------------------------- | ----------- | --------
|                                                            | 2003        |         
|                                                            |             |         
|ASSETS                                                      |             |         
|                                                            |             |         
|Current                                                     |             |         
|Cash                                                        | $           | 2       
|                                                            |             |         
|Mineral Property interest(Note 3)                           |             | -       
|                                                            |             |         
|                                                            | $           | 2       
|                                                            |             |         
|LIABILITIES                                                 |             |         
|                                                            |             |         
|Current                                                     |             |         
|Accounts payable                                            | $           | 89,912  
|                                                            |             |         
|SHAREHOLDERS DEFICIENCY                                    |             |         
|                                                            |             |         
|Share Capital                                               |             |         
|Authorized:                                                 |             |         
|100,000,000 common shares, par value
      $0.001 per share |             |         
|                                                            |             |         
|Issued and outstanding:                                     |             |         
|11,400,000 common
      shares                              |             | 11,400  
|                                                            |             |         
|Additional paid-in capital                                  |             | 36,100  
|                                                            |             |         
|Deficit Accumulated During The Exploration Stage            |             | (137,410
|                                                            |             | (89,910 
|                                                            |             |         
|                                                            | $           | 2       

15

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

STATEMENTS OF LOSS AND DEFICIT(Stated in U.S. Dollars)

|                                      |   |             |  |             | INCEPTION   | 
|------------------------------------- | - | ----------- |  | ----------- | ----------- | 
|                                      |   |             |  |             | FEBRUARY 17 | 
|                                      |   | YEARS ENDED |  | 1999 TO     |            
|                                      |   | DECEMBER 31 |  | DECEMBER 31 |            
|                                      |   | 2003        |  |             | 2002        | 
|                                      |   |             |  |             |             | 
|Expenses                              |   |             |  |             |             | 
|Bank charges, interest and foreign    |   |             |  |             |             | 
|exchange                              | $ | 5,031       |  | $           | 537         | 
|Mineral property acquisition payments |   |             |  |             |             | 
|and exploration
      expenditures    |   | -           |  |             | 1,179       | 
|Professional fees                     |   | 3,819       |  |             | 5,212       | 
|Office and sundry                     |   | 1,583       |  |             | 769         | 
|Office facilities and services        |   | 12,000      |  |             | 12,000      | 
|Travel and business promotion         |   | 3,724       |  |             | 4,767       | 
|                                      |   |             |  |             |             | 
|Net Loss For The Year                 |   | 26,157      |  |             | 24,464      | 
|                                      |   |             |  |             |             | 
|Deficit Accumulated During The        |   |             |  |             |             | 
|Exploration Stage, Beginning Of Year  |   | 111,253     |  |             | 86,789      | 
|                                      |   |             |  |             |             | 
|Deficit Accumulated During The        |   |             |  |             |             | 
|Exploration Stage, End Of Year        | $ | 137,410     |  | $           | 111,253     | 
|                                      |   |             |  |             |             | 
|Net Loss Per Share                    | $ | 0.01        |  | $           | 0.01        | 
|                                      |   |             |  |             |             | 
|Weighted Average Number Of Shares     |   |             |  |             |             | 
|Outstanding                           |   | 11,400,000  |  |             | 11,400,000  | 

16

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

STATEMENTS OF CASH FLOWS(Stated in U.S. Dollars)

|                                        |   |             |   |             | INCEPTION   |  
|--------------------------------------- | - | ----------- | - | ----------- | ----------- | -
|                                        |   |             |   |             | FEBRUARY 17 |  
|                                        |   | YEARS ENDED |   | 1999 TO     |            
|                                        |   | DECEMBER 31 |   | DECEMBER 31 |            
|                                        |   | 2003        |   |             | 2002        |  
|                                        |   |             |   |             |             |  
|Cash Flows From Operating Activities    |   |             |   |             |             |  
|Net loss for the year                   | $ | (26,157     | ) | $           | (24,464     | )
|                                        |   |             |   |             |             |  
|Adjustment To Reconcile Net Loss To Net |   |             |   |             |             |  
|Cash Used By Operating Activities       |   |             |   |             |             |  
|Change in accounts payable              |   | 26,142      |   |             | 23,088      |  
|                                        |   | (15         | ) |             | (1,376      | )
|                                        |   |             |   |             |             |  
|Cash Flows From Financing Activity      |   |             |   |             |             |  
|Share capital issued                    |   | -           |   |             | -           |  
|                                        |   |             |   |             |             |  
|Increase (Decrease) In Cash             |   | (15         | ) |             | (1,376      | )
|                                        |   |             |   |             |             |  
|Cash, Beginning Of Year                 |   | 17          |   |             | 1,393       |  
|                                        |   |             |   |             |             |  
|Cash, End Of Year                       | $ | 2           |   | $           | 17          |  

17

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS DEFICIENCY

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

|                           | COMMON STOCK |  |        |        |            |  
|-------------------------- | ------------ |  | ------ | ------ | ---------- | -
|                           |              |  |        |        | ADDITIONAL |  
|                           |              |  |        |        | PAID-IN    |  
|                           | SHARES       |  | AMOUNT |        | CAPITAL    |  
|Shares issued for cash at  |              |  |        |        |            |  
|$0.01                      | 11,000,000   |  | $      | 11,000 |            | $
|                           |              |  |        |        |            |  
|Shares issued for cash at  |              |  |        |        |            |  
|$0.20                      | 400,000      |  |        | 400    |            |  
|                           |              |  |        |        |            |  
|Net loss for the period    | -            |  |        | -      |            |  
|                           |              |  |        |        |            |  
|Balance, December 31, 1999 | 11,400,000   |  |        | 11,400 |            |  
|                           |              |  |        |        |            |  
|Net loss for the year      | -            |  |        | -      |            |  
|                           |              |  |        |        |            |  
|Balance, December 31, 2000 | 11,400,000   |  |        | 11,400 |            |  
|                           |              |  |        |        |            |  
|Net loss for the year      | -            |  |        | -      |            |  
|                           |              |  |        |        |            |  
|Balance, December 31, 2001 | 11,400,000   |  |        | 11,400 |            |  
|                           |              |  |        |        |            |  
|Net loss for the year      | -            |  |        | -      |            |  
|                           |              |  |        |        |            |  
|Balance, December 31, 2002 | 11,400,000   |  |        | 11,400 |            |  
|                           |              |  |        |        |            |  
|Net loss for the year      | -            |  |        | -      |            |  
|                           |              |  |        |        |            |  
|Balance, December 31, 2003 | 11,400,000   |  | $      | 11,400 |            | $

18

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.

19

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
      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)                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                  
|   | d)                                                                                                                                                                                                                                                                               

20

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | MINERAL PROPERTY INTEREST
      The Company 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, 2003; 
        -     exploration expenditures totalling U.S. $250,000
        by June 30, 2004.
      During the year, the Company terminated its participation
        under the option agreement and commenced negotiations with the owner of
        the property to secure an option on a new group of mineral claims.
|4. | SHARE CAPITAL
      On February 21, 2003, the Company effected a four-for-one
        stock split of its common stock. All common share and per common share
        information in the accompanying financial statements and related notes
        have been restated to reflect this stock split.                                                                                                                                                                                                                                                                                                                                                                                               
|5. | RELATED PARTY TRANSACTION
      During the year ended December 31, 2003, the Company
        incurred $12,000 (2002 -$12,000) for office facilities and services to
        a company related by common directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

21

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BRADEN TECHNOLOGIES, INC.
  (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003
  (Stated in U.S. Dollars)

|6. | SUBSEQUENT EVENT
      Subsequent to December 31, 2003, the Company entered
        into an option agreement to acquire a 100% interest, subject to a 3% net
        smelter royalty, in the Basin claims located in Nye County, Nevada, for
        the following consideration:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | -                                                                                                                                                                                                                                                                                
|   | -                                                                                                                                                                                                                                                                                

Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 8A   CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of December 31, 2003, being the date of our most recently completed fiscal
  year. This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer, Mr. Peter Bell. Based upon that evaluation,
  our Chief Executive Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal year ended December
  31, 2003 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

22

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The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

Pertain to the maintenance of records
  that in reasonable detail accurately and fairly reflect the transactions and
  dispositions of the assets of the registrant;

Provide reasonable assurance that transactions
  are recorded as necessary to permit preparation of financial statements in accordance
  with generally accepted accounting principles, and that receipts and expenditures
  of the registrant are being made only in accordance with authorizations of management
  and directors of the registrant;and

Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, use or disposition of the registrant's
  assets that could have a material effect on the financial statement.

PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
  AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and officers of the Company, their ages and term of continuous service is as follows:

|Name                   | Position with  | Served as a Director
|---------------------- | -------------- | --------------------
|                       | Registrant     | or Officer Since    
|                       |                |                     
|Peter William Bell     | President, CEO |                     
|                       | Sec            | February 17, 1999   
|                       | Treasurer      |                     
|                       |                |                     
|Ross William Bailey    | Director       | February 17, 1999   
|                       |                |                     
|Richard Douglas Wilson | Director       | February 17, 1999   

Mr. Peter William Bellis a director and President
  of the Company. Mr. Bell is a self-employed consultant and is a director of
  Current Technology Corporation. Mr. Bell has a Bachelor of Science Degree in
  Pharmacy from the University of Manitoba and a Masters in Business Administration
  from the University of Western Ontario. Mr. Bell practiced as a licensed pharmacist
  until 1968. Mr. Bell has been a director and member of a number of health care
  companies and professional organizations. Mr. Bell has provided a wide range
  of consultant services to health care companies and organizations. These consultant
  services included: sales management and reorganization of sales force; regional
  market development and marketing strategy; medical opinion surveys and market
  analysis; medical device product market development; business immigration program
  presentations; management studies in healthcare

23

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organizations; development and growth of public corporations
  and reverse takeovers in public companies.

Mr. Bell will provide services to the Company on a part-time
  basis, as required for the business of the Company. Mr. Bell's services include
  management and supervision of the business and director of the Company's exploration
  activities. There is no requirement on Mr. Bell to provide a fixed amount of
  time in the service of the Company. Consequently, the amount of time he spends
  on Company business is dependent on the needs of the Company.

Mr. Ross William Johnston Baileyis a director of the
  Company and has a Bachelors Degree in Mechanical Engineering from the University
  of Victoria and a Masters in Business Administration from Simon Fraser University.
  Mr. Bailey was employed with Ballard Power Systems as a manufacturing engineer
  until March, 2003. Currently, he is manager of business development at Greenlight
  Power Technologies for North America. Mr. Bailey was appointed to the Board
  of Directors of the Company on February 17, 1998.

Richard Douglas Wilson is a director of the Company.
  Mr. Wilson is experienced in raising capital for mineral resource companies
  through the public market since 1987. Mr. Wilson is a director and President
  of Odessa Gold Corp. (previously called International Chargold Resources Ltd.)
  since 1996. Odessa Gold Corp. is a company that is publicly traded on the TSX
  Venture Exchange. Mr. Wilson is also a director of Regent Ventures Ltd. since
  1993. Regent Ventures is a company that is publicly traded on the TSX Venture
  Exchange. Mr. Wilson was appointed to the Board of Directors of the Company
  on February 17, 1998.

All of the directors are residents of Canada. All directors
  are elected annually by the shareholders and hold office until the next Annual
  Meeting of Shareholders. Each officer of the Company holds office at the pleasure
  of the Board of Directors. No director or officer of the Company has any family
  relationship with any other officer or director of the Company.

Committees

Currently, the Board of Directors has no separate audit, nominating
  or compensation committees and acts as such as an entire Board.

Code of Ethics

The Company has not adopted a code of ethics. The Company
  will pursue adopting a written code of ethics. To date, the Board of Directors
  have conducted the affairs of the Company consistent with the applicable laws
  and regulations of the United States and the states in which it does business.

Section 16(a) Beneficial Ownership Reporting Compliance

The following persons have failed to file, on a timely basis,
  the identified reports required by section 16(a) of the Exchange Act during
  the most recent fiscal year.

|                                      | Number  | Transactions | Known Failures    
|------------------------------------- | ------- | ------------ | ------------------
|                                      | ofLate  | Not Timely   | To File a Required
|Name and Principal Position           | Reports | Reported     | Form              
|                                      |         |              |                   
|Peter Bell, President,CEO, Sec/Treas. | 0       | 0            | None              
|Richard Wilson, Director              | 0       | 0            | None              
|Ross Bailey, Director                 | 0       | 0            | None              

24

---

Certain Significant Employees or Consultants

The Company has consulting relationships with other geologists
  and persons that are included in its projects and properties from time to time.

Item 10.     EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned
  by, or paid to our executive officers by any person for all services rendered
  in all capacities to us for the fiscal years ended December 31, 2003, 2002 and
  2001:

|               | Annual Compensation                      | Long Term Compensation
|-------------- | ---------------------------------------- | ----------------------
|Name           | Title                                    | Year                  
|Peter Bell*    | President, Secretary/ Treasurer Director | 2003 2002 2001        
|Ross Bailey    | Director                                 | 2003                  
|Richard Wilson | Director                                 | 2003                  

STOCK OPTION GRANTS

We did not grant any stock options to any of our officers,
  directors or employees during our most recent fiscal year ended December 31,
  2003. We have also not granted any stock options to any of our officers, directors
  or employees since December 31, 2002.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

None.

OUTSTANDING STOCK OPTIONS

We do not have any stock options outstanding.

COMPENSATION AGREEMENT

The Company did not pay any remuneration to its officers or
  directors during the period January 1, 2003 to December 31, 2003, the date of
  its annual financial statements. The Company does not

25

---

presently pay any compensation to any of its officers and
  directors. The Company may during the course of the current year decide to compensate
  its officers and directors for their services.

Item 11.     SECURITY OWNERSHIP
  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 25, 2003, the
  number of Common Stock and the corresponding percentage ownership of (I) each
  person who held of record, or was known by the Company to own beneficially,
  more than five percent of the Companys Common Stock, (ii) each director
  and executive officer of the Company, and (iii) all directors and executive
  officers of the Company as a group. Unless otherwise indicated, the Company
  believes the following persons have sole voting and investment power with respect
  to the number of shares set forth opposite their names. During this Fiscal year,
  the Board of Directors of the Company approved a four-for-one split of the companys
  stock effective March 10, 2003. Each of the following shareholders were issued
  share certificates representing three additional shares for each share held.

|Name and Address of Beneficial Owner                                                 | Amount of Beneficial Ownership | Percent of Class
|------------------------------------------------------------------------------------ | ------------------------------ | ----------------
|Peter William Bell #105 - 3389 Capilano Road North Vancouver,
      B.C. V7R 4W7     | 2,000,000                      | 17.54%          
|Ross W.J. Bailey #202 - 2136 West 1st Avenue Vancouver, BC V6K
      1E8             | 400,000                        | 3.51%           
|Richard Douglas Wilson Penthouse 8 - 1060 Alberni Street Vancouver,
      BC V6E 2K2 | 200,000                        | 1.75%           
|Aileen Mary Lloyd 3996 Michener Court, North Vancouver, BC V7K
      3C7             | 1,000,000                      | 8.77%           
|Dennis Lyle Higgs (1), (2)4520 West 5th Avenue Vancouver, BC V6R 1S7                 | 3,460,000                      | 30.35%          
|Darlene Higgs (1), (3)4520 West 5th Avenue Vancouver, BC V6R 1S7                     | 3,460,000                      | 30.35%          
|Douglas V. Higgs (1), (4)110 - 7180 Lindsay Road Richmond, BC V7C 3M6                | 3,460,000                      | 30.35%          
|Darcy Allan Higgs (1), (5)4554 West 2nd Avenue Vancouver, BC V6P 1K8                 | 3,460,000                      | 30.35%          
|Carleen Higgs (1), (6)4520 West 5th Avenue Vancouver, BC V6R 1S7                     | 3,460,000                      | 30.35%          
|Terri-Lyn Ker (1), (7)4924 45th Avenue Delta, BC V4K 1K3                             | 3,460,000                      | 30.35%          
|Eric Gordon Fergie 2221 Venables Street
      Vancouver, BC V5L 2J5                  | 700,000                        | 6.14%           

26

---

|Gordon H. Lloyd Suite 160, 12820 Clark Place Richmond, BC | 1,000,000 | 8.77% 
|--------------------------------------------------------- | --------- | ------
|Directors and Officers As a Group                         | 2,600,000 | 22.80%

(1) All shares indicated as beneficially owned include the
  following shares because of the affiliation between Dennis Higgs, Darlene Higgs,
  Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lynn Ker: (i) 800,000 shares
  owned by Dennis Higgs; (ii) 320,000 shares owned by Darlene Higgs; (iii) 800,000
  shares owned by Douglas Higgs; (iv) 800,000 shares owned by Darcy Higgs; (v)
  300,000 shares owned by Carleen Higgs and registered in the name of Santorini
  Investments Ltd.; and (vi) 440,000 shares owned by Terri-Lynn Kerr;

(2) Dennis Higgs is: (i) the husband of Darlene Higgs; (ii)
  the brother of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and (iii) the brother-in-law
  of Carleen Higgs. Dennis Higgs disclaims any beneficial ownership of all shares
  owned by Darlene Higgs, Douglas Higgs, Darcy Higgs, Carlene Higgs and Terri-Lyn
  Ker.

(3) Darlene Higgs is: (i) the wife of Dennis Higgs; (ii) the
  sister-in-law of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and (iii) the
  sister-in-law of Carleen Higgs. Darlene Higgs disclaims any beneficial ownership
  of all shares owned by Dennis Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs
  and Terri-Lyn Ker.

(4) Douglas Higgs is: (i) the brother of Darcy Higgs, Dennis
  Higgs and Terri-Lyn Ker; and (ii) the brother-in-law of Carleen Higgs and Darlene
  Higgs. Douglas Higgs disclaims any beneficial ownership of all shares owned
  by Dennis Higgs, Darlene Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn Ker.

(5) Darcy Higgs is: (i) the husband of Carleen Higgs; (ii)
  the brother of Dennis Higgs, Douglas Higgs and Terri-Lyn Ker; and (iii) the
  brother-in-law of Darlene Higgs. Darcy Higgs disclaims any beneficial ownership
  of all shares owned by Dennis Higgs, Darlene Higgs, Douglas Higgs, Carleen Higgs
  and Terri-Lyn Ker.

(6) Carleen Higgs is: (i) the wife of Darcy Higgs; (ii) the
  sister-in-law of Douglas Higgs, Dennis Higgs, Terri-Lyn Ker and Darlene Higgs.
  Carleen Higgs disclaims any beneficial ownership of all shares owned by Dennis
  Higgs, Douglas Higgs, Darcy Higgs, Darlene Higgs and Terri-Lyn Ker. The 75,000
  shares owned by Carleen Higgs are registered in the name of Santorini Investments
  Corp., a private company controlled by Carleen Higgs.

(7) Terri-Lyn Ker is: (i) the sister of Darcy Higgs, Dennis
  Higgs and Douglas Higgs; and (ii) the sister-in-law of Darlene Higgs and Carleen
  Higgs. Terri-Lyn Ker disclaims any beneficial ownership of all shares owned
  by Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy Higgs and Carleen Higgs

Item 12.     CERTAIN RELATIONSHIPS
  AND RELATED TRANSACTIONS

Except as disclosed below, none of the directors or officers
  of the Company, nor any proposed nominee for election as a director of the Company,
  nor any person who beneficially owns, directly or indirectly, shares carrying
  more than 10% of the voting rights attached to all outstanding shares of the
  Company, nor any promoter of the Company, nor any relative or spouse of any
  of the foregoing persons has any material interest, direct or indirect, in any
  transaction since the date of the Company's incorporation or in any presently
  proposed transaction which, in either case, has or will materially affect the
  Company.

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The Company entered into a management contract dated February
  17, 1999 with Senate Capital Group Inc. whereby Senate Capital Group has agreed
  to provide office administration services to the Company. See Item 2 "Description
  of Business - Administration". Senate Capital Group is a private company controlled
  by Mr. Dennis Higgs. Mr. Dennis Higgs indirectly owns more that 10% of the Company's
  Common stock. See Item 11. "Security Ownership of Management and Certain Stock
  Holders".

The Company's policy regarding related transactions requires
  that any director or officer who has an interest in any transaction to be approved
  by the board of directors of the Company disclose the presence and the nature
  of the interest to the board of directors prior to any approval of the transaction
  by the board of directors. The transaction may then be approved by a majority
  of the disinterested directors, provided that an interested director may be
  counted in the determining the presence of a quorum at the meeting of the board
  of directors to approve the transaction. The Company's policy regarding compensation
  for directors and officers is that the board of directors may, without regard
  to personal interest, establish the compensation of directors for services in
  any capacity.

Item 13.     EXHIBITS, AND REPORTS ON FORM 8-K.

(a) Exhibits:

|Description of Exhibit
|----------------------
|                      
|1.0                   
|                      
|31.1                  
|                      
|31.2                  
|                      
|32.1                  
|                      
|32.2                  

Financials:

The Companys audited Financial Statements, as described below, are incorporated as Item 7 of this Form 10-KSB filing.

Independent Auditors Report of DeMello & Company dated February 23, 2004.

Consolidated Balance Sheet for the period ended December 31, 2003 and 2002.

Consolidated Statement of Loss and Deficit for the period ended December 31,
  2003 and 2002

Consolidated Statement of Cash Flows for the period ended December 31, 2003
  and 2002.

Notes to Consolidated Financial Statements

(b) Reports on Form 8K

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No reports on Form 8K were filed during the last quarter of our fiscal year ended December 31, 2003.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for each of the fiscal years ended
  December 31, 2002 and 2003 for professional services rendered by the principal
  accountant for the audit of Bradens annual financial statements and review
  of the financial statements included in this Form 10-KSB or services that are
  normally provided by the accountant in connection with statutory and regulatory
  filings or engagements for those fiscal years were estimated at $1,870 and $2,629
  respectively.

Audit Related Fees

None

Tax Fees

None

All Other Fees

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

BRADEN TECHNOLOGIES INC.

|By: | /s/ Peter Bell               
|--- | -------------------------------
|    | PETER BELL, Director, President
|    | Chief Executive Officer        
|    | Date: February 27, 2004        

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