SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-KSB



|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES
      EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2002


| | 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.

__________________________________________________________________________

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.)

$1,041,300.00

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                                                                          | 10 | 
|               |                                                                                            |    | 
|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 | 23 | 
|               |                                                                                            |    | 
|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 AND MANAGEMENT                             | 25 | 
|               |                                                                                            |    | 
|Item 12.       | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                             | 27 | 
|               |                                                                                            |    | 
|Item 13.       | EXHIBITS, AND REPORTS ON FORM 8-K                                                          | 28 | 
|               |                                                                                            |    | 
|Item 14.       | CONTROLS AND PROCEDURES                                                                    | 28 | 
|               |                                                                                            |    | 
|CERTIFICATIONS | 31                                                                                         |   

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PART I

Item 1.          DESCRIPTION
  OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K 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-K.
  The use in this Form 10-K 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.

Description of Business

In General

The Company is an exploration stage company engaged in the
  acquisition, exploration and development of mineral properties. The Company
  has an interest in the properties described below under the heading "Mineral
  Property Option Agreement", designated below as the Miranda Property.
  The Company intends to carry out exploration work on the Miranda Property in
  order to ascertain whether the Miranda Property possesses commercially developable
  quantities of gold and other precious minerals. There can be no assurance that
  a commercially viable mineral deposit, or reserve, exists in the Miranda Property
  until appropriate exploratory work is done and a comprehensive evaluation based
  on such work concludes legal and economic feasibility.

Mineral Property Option Agreement

By an agreement made as of February 18, 1999 between the Company
  and Miranda Industries Inc. of Suite 306  1140 Homer Street, Vancouver,
  British Columbia ("Miranda"), 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 Option is exercisable by the Company incurring the following
  property exploration expenditures on the Miranda Property:



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1.    initial exploration expenditures in the
  amount of $10,000 US by June 30, 2003, 2000; and (Under an amended agreement
  dated December 30, 2002, the initial exploration expenditures must be incurred
  by June 30, 2003).

2.    cumulative exploration expenditures in
  the amount of $250,000 US by December 31, 2003.

The Company has not incurred exploration expenditures to date
  on the Miranda Property which can be applied towards exercise of the Option.

Property exploration expenditures include all reasonable and
  necessary monies expended on or in connection with the exploration and development
  of the Miranda Property determined in accordance with generally accepted accounting
  principles.

In addition, until the Company shall have secured a 50% interest
  in the Miranda Property, the Company is obligated to cover all Property Acquisition
  Costs due under the Underlying Agreement, as discussed below.

Upon the Company acquiring a 50% interest in the Miranda Property
  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 Miranda Property.

The Company's Option is subject to an Underlying Agreement
  dated the 12th day of February, 1997 (the "Underlying Agreement") between Miranda
  and John Rice of P.O. Box 20074, Reno, Nevada 89515("Rice") whereby Miranda
  acquired an undivided 100% right, title and interest in the Miranda Property
  from Rice (the "Underlying Agreement") by staking the mining claims comprising
  the Miranda Property, making a payment to Rice of $5,000 US in cash, and issuing
  to Rice 70,000 common shares of Miranda Industries Inc. as follows:

1.    10,000 shares along with the $5,000 upon
  approval of the Agreement by the Vancouver Stock Exchange and the staking of
  at least twenty mining claims;

2.    10,000 shares within 30 days of the issuance
  of a news release on the results of a drill program in which the grade-thickness
  of 4 feet-ounces/ton is received;

3.    20,000 shares within 30 days of the receipt
  of a final, signed version of a positive pre-feasibility study on the property,
  prepared by an independent, qualified party; and

4.    30,000 shares within 30 days of the receipt
  of a final, signed version of a positive feasibility study on the property,
  prepared by an independent, qualified party.

Miranda has represented to the Company that the mineral claims
  comprising the Miranda Property have been staked and the initial payment of
  $5,000 made to Rice, each as required to maintain the Underlying Agreement in
  good standing. As stated above, until the Company shall have secured a 50% interest
  in the Miranda Property, the Company has agreed to pay all Property Acquisition
  Costs required under the Underlying Agreement. Property Acquisition Costs means:
  (1) all cash payments due Rice, and (2) in the case where common shares are
  to be issued to him, a sum equal to the average closing price of the Miranda
  Common Stock for the 15 full trading days immediately preceding the date of
  the event that triggers the requirement for the issuance of the Common Shares
  of Miranda under the underlying agreement. In the event that the Company fails
  to complete its obligation to Miranda to ensure that all property acquisition
  costs under the Underlying Property Agreement are paid, Miranda will have the
  right to terminate the Option. In the event of termination of the Option, the
  Company will have no interest in the Miranda Property.



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Geological Report

The Company obtained a geological report on the Miranda Property
  dated February 18, 1999 prepared by John Rice, Consulting Geologist of P.O.
  Box 20074, Reno, Nevada 89515 (the Geological Report). The Geological
  Report summarizes the exploration history of the Miranda Property, the regional
  geology of the Miranda Property and provides conclusions and recommendations
  for a work program on the Miranda Property. These conclusions and recommendations
  of the Geological Report are summarized below.

Miranda Property

In November, 2000 Miranda reduced the number of claims that
  it held an option on in the Secret Basin Project located in Nye County, Nevada.
  The 10 new claims are summarized in the following table:

|Claim Name | Nye County
      Number | BLM Number
|---------- | ----------------------- | ----------
|Basin 7    | 502106                  | 819772    
|Basin 8    | 502107                  | 819773    
|Basin 9    | 502108                  | 819774    
|Basin 10   | 502109                  | 819775    
|Basin 11   | 502110                  | 819776    
|Basin 12   | 502111                  | 819777    
|Basin 13   | 502112                  | 819778    
|Basin 14   | 502113                  | 819779    
|Basin 15   | 502114                  | 819780    
|Basin 16   | 502115                  | 819781    



















The ten lode claims comprising the Miranda Property have been
  located and filed by Miranda on land administered by the U.S. Bureau of Land
  Management. The claims are named the Basin Claims.

The Miranda Property is located in Sections 1-3, T8N, R40E
  and Sections 34-36, T9N, R40E in the southern Toiyabe Mountains approximately
  38 miles (61 kms.) north of Tonopah, Nevada. Thirty-seven lode claims have been
  located by Miranda USA on land administered by the U. S. Forest Service.

History of the Property

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.

The Company anticipates that the claims comprising the Miranda
  Property will remain unpatented as the United States Congress has placed a moratorium
  on the filing of mineral patent applications after October 1, 1994. The U.S.
  Congress has been debating possible reform measures for the Mining Law of 1872,
  as amended, but no bill has been passed and there is no certainty when or if
  a bill would be passed, or what its contents and impact on the Company would
  be. A mineral patent issued by the Department of the Interior for a mining claim(s)
  gives the owner exclusive title to the locatable minerals within the claim boundaries.
  However, a person may mine and remove minerals from a mining claim without a
  mineral patent. Patenting requires the mining claimant to demonstrate the existence
  of a valuable mineral deposit that satisfies the prudent man and marketability
  tests of discovery. However, the Congressional moratorium on patent issuances
  means that the Company does not anticipate that any of the claims comprising
  the Miranda Property will be patented whether or not this test can be met.



6

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Geology of the Miranda Property

The Geological Report summarizes the geology of the Miranda
  Property. The geological analysis of the Companys property is relevant
  to the business of the Company as it provides the basis for the exploration
  program recommended for the Miranda Property. The rationale for proceeding with
  the exploration program is to ascertain whether there are commercially viable
  quantities of gold bearing ore on the Miranda Property which warrant further
  exploration or which may sustain commercial production. There is no assurance
  that the recommendations or conclusions of the Geological Report in fact signify
  commercial quantities of gold bearing ore on the Miranda Property.

The 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.

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.

Conclusions and Recommendations 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.

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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 Survey | Contractor  |  | $ | 9,000  |  | 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 |  |                                          

Operating History and Development

The Company is determined to proceed with Phase 1 of the recommended
  Phase 1 program. See Item 6 Managements Discussion and Analysis
  or Plan of Operations.

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

8

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- Labor relations
- Accidents
- Unusual weather or operating conditions
- Force majeure events
- Other risk factors described from time to time in the Companys filings
    with the Securities and Exchange Commission.

Many of these factors are beyond the Companys ability
  to control and predict. Investors are cautioned not to place undue reliance
  on forward-looking statements. The Company disclaims any intent or obligation
  to update its forward-looking statements, whether as a result of receiving new
  information, the occurrence of future events, or otherwise.

Lack of Proven Properties and Insufficient Exploration and
  Development Funds

At this point, all of the Companys exploration prospects
  and property interests (collectively the Properties) 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 all of its Properties and does not
  anticipate preparing environmental impact statements or assessments until such
  time as the Company believes one or more of its properties will prove to be
  commercially feasible.

Recent Developments

Subsequent to the year end, the Board of Directors of the
  Company approved a four-for-one split of the companys common stock to
  be effective March 10, 2003. The Companys authorized capital increased
  from 25,000,000 shares to 100,000,000 shares of common stock in connection with
  the stock split. Each shareholder will be issued share certificates representing
  three additional shares for each share held.

The Company has been in the gold exploration sector since
  1999 and advises shareholders that the Company is actively seeking additional
  gold projects. The acquisition and exploration of any new mineral exploration
  properties will be subject to the Company achieving the necessary financing.

Item 2.          DESCRIPTION
  OF PROPERTY

The Company has an option to acquire a 50% interest in the
  Miranda Property, as described in Item 1 of this Form 10-KSB under Mineral
  Property Option Agreement.

The Company does not own or lease any property other than
  the Miranda Property. The Company has entered into an office administration
  contract dated February 17, 1999 with Senate Capital Group Inc.

9

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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.

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
|--------------------- | ------ | ----- | ------- | ------
|12/31/02              | -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-   
|12/31/01              | -0-    | -0-   | -0-     | -0-   
|09/30/01              | -0-    | -0-   | -0-     | -0-   
|06/30/01              | -0-    | -0-   | -0-     | -0-   
|03/31/01              | $.8125 | $0.75 | $0.8125 | 10,000













As of March 26, 2003 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." However, as of
  the end of our fiscal year on December 31, 2002, there was no public market
  for our common stock.

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

Plan of Operations

The Company has not yet proceeded with Phase One of the exploration
  program on the Miranda Property. The Company currently does not have sufficient
  funds to proceed with Phase One of the exploration program.

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The Company had cash on hand in the amount of $17 as of December
  31, 2002. The Company will require additional funding by June 30, 2003 to enable
  the Company to meet its obligation to Miranda to incur exploration expenditures
  on the Miranda Property in the amount of $10,000 by June 30, 2003.

The Company will require additional funding in the event that
  the Company determines to proceed with Phase Two of the exploration program.
  The anticipated cost of the Phase Two exploration program is $98,700 which is
  in excess of the projected cash reserves of the Company upon completion of Phase
  One of the exploration program. 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 Phase Two of the exploration program.
  The Company believes that debt financing will not be an alternative for funding
  Phase Two of the exploration program. The Company does not have any arrangements
  in place for future equity financing of the Company.

If the Company does not secure additional financing, the Company
  will not be able to complete Phase Two of the exploration program or meet its
  obligation to Miranda under the Option to incur $250,000 of exploration expenditures
  on the Miranda Property by December 31, 2003. 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 Miranda Property. The Company has not undertaken any efforts to locate a
  joint venture partner for the Miranda Property. In addition, there is no assurance
  that the Company would be able to locate a joint venture partner for the Miranda
  Property who would assist the Company in funding the exploration of the Miranda
  Property. 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, 2002

The Company is in the exploration stage and has no revenues
  from operations in Fiscal 2002. 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 and interests
  consist primarily of gold exploration properties or prospects which the Company
  believes have the potential for commercial gold recoveries. The Company has
  recorded cumulative write-offs of mineral properties of $111,253 during its
  exploration stage, a period of approximately one year.

The Companys general and administrative expenses were
  $24,464 for the period ending December, 2002. This is the Companys third
  year of operations. The Company anticipates that general and administrative
  expenses will increase in Fiscal 2003 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.

11

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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.

The Companys cash position at December 31, 2002 was
  $17.

The Company has not recorded any write-offs as of December
  31, 2002.

The Company did not incur any exploration costs for the period
  ending December 31, 2002.

During Fiscal 2002 no option payments were made on its mineral
  property.

At December 31, 2002 the Company had a working capital deficit
  of $ 63,753.

At year end, December 31, 2002, the Company has met all its
  expenditure requirements under the mineral property option agreement it holds.

During the first half of Fiscal 2003 and the second half of
  Fiscal 2003, the Company will evaluate market conditions and determine how best
  to proceed with its projects in Nevada.

The balance of the Companys cash needs through the second
  half of Fiscal 2003 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

Index to Financial Statements:

|1. |    | Auditors Report                                                                                     
|-- | -- | -----------------------------------------------------------------------------------------------------
|2. |    | Audited Financial Statements for the year ended
      December 31, 2002, including:                  
|   | a. | Balance Sheets as at December 31, 2002 and 2001;                                                     
|   | b. | Statements of Loss and Deficit for the years
      ended December 31, 2002 and 2001;                 
|   | c. | Statements of Stockholders Equity (Deficiency)
      for the years ended December 31, 2002 and 2001;
|   | d. | Statements of Cash Flows for the years ended
      December 31, 2002 and 2001;                       
|   | e. | Notes to Financial Statements.                                                                       

12

---







BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)



FINANCIAL STATEMENTS



DECEMBER 31, 2002 AND 2001 (Stated in U.S. Dollars)







13

---

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, 2002 and 2001, and the
  statements of loss and deficit accumulated during the exploration stage, cash
  flows, and stockholders equity for the years ended December 31, 2002 and
  2001, and for the period from inception, May 26, 1999, to December 31, 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 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 consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  December 31, 2002 and 2001, and the results of its operations and cash flows
  for the years ended December 31, 2002 and 2001, and for the period from inception,
  May 26, 1999, to December 31, 2002 in accordance with United States generally
  accepted accounting principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in to Note 1 to the
  financial statements, the Company has incurred a net loss of $111,253 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.
  The financial statements do not include any adjustments that might result from
  the outcome of this uncertainty.

|Vancouver, B.C. |  | DeMello & Company          
|--------------- |  | -----------------------------
|                |  |                              
|March 17, 2003  |  | Certified General Accountants

14

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

BALANCE SHEETS (RESTATED  NOTE 6) (Stated in U.S. Dollars)

|                                                           |   |             |   |   |         |  
|---------------------------------------------------------- | - | ----------- | - | - | ------- | -
|                                                           |   | DECEMBER 31 |  
|                                                           |   | 2002        |   |   | 2001    |  
|                                                           |   |             |   |   |         |  
|                                                           |   |             |   |   |         |  
|ASSETS                                                     |   |             |   |   |         |  
|Current                                                    |   |             |   |   |         |  
|Cash                                                       | $ | 17          |   | $ | 1,393   |  
|                                                           |   |             |   |   |         |  
|Mineral Property interest(Note 3)                          |   | -           |   |   | -       |  
|                                                           |   |             |   |   |         |  
|                                                           |   |             |   |   |         |  
|                                                           | $ | 17          |   | $ | 1,393   |  
|                                                           |   |             |   |   |         |  
|                                                           |   |             |   |   |         |  
|LIABILITIES                                                |   |             |   |   |         |  
|                                                           |   |             |   |   |         |  
|Current                                                    |   |             |   |   |         |  
|Accounts
      payable                                     | $ | 63,770      |   | $ | 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     |   | (111,253    | ) |   | (86,789 | )
|                                                           |   |             |   |   |         |  
|                                                           |   | (63,753     | ) |   | (39,289 | )
|                                                           |   |             |   |   |         |  
|                                                           |   |             |   |   |         |  
|                                                           | $ | 17          |   | $ | 1,393   |  
|                                                           |   |             |   |   |         |  

15

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

STATEMENTS OF LOSS AND DEFICIT (RESTATED  NOTE 6) (Stated in U.S. Dollars)

|                                                |   |             |  |   |             |  |   |             | 
|----------------------------------------------- | - | ----------- |  | - | ----------- |  | - | ----------- | 
|                                                |   |             |  |   |             |  |   | INCEPTION   | 
|                                                |   |             |  |   |             |  |   | FEBRUARY 17 | 
|                                                |   | YEARS ENDED |  |   | 1999 TO     | 
|                                                |   | DECEMBER 31 |  |   | DECEMBER 31 | 
|                                                |   | 2002        |  |   | 2001        |  |   | 2002        | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Expenses                                        |   |             |  |   |             |  |   |             | 
|Bank
      charges, interest and foreign        |   |             |  |   |             |  |   |             | 
|exchange                                        | $ | 537         |  | $ | 126         |  | $ | 1,282       | 
|Mineral
      property acquisition payments and |   |             |  |   |             |  |   |             | 
|exploration
      expenditures                  |   | 1,179       |  |   | -           |  |   | 6,151       | 
|Professional
      fees                         |   | 5,212       |  |   | 4,044       |  |   | 45,452      | 
|Office
      and sundry                         |   | 769         |  |   | 1,699       |  |   | 7,173       | 
|Office
      facilities and services            |   | 12,000      |  |   | 12,000      |  |   | 46,428      | 
|Travel
      and business promotion             |   | 4,767       |  |   | -           |  |   | 4,767       | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Net Loss For The Year                           |   | 24,464      |  |   | 17,869      |  | $ | 111,253     | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Deficit Accumulated During The Exploration      |   |             |  |   |             |  |   |             | 
|Stage,
      Beginning Of Year, as previously   |   |             |  |   |             |  |   |             | 
|reported                                        |   | 86,789      |  |   | 67,920      |  |   |             | 
|Prior Period Adjustment(Note 6)                 |   | -           |  |   | 1,000       |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Deficit Accumulated During The Exploration      |   |             |  |   |             |  |   |             | 
|Stage,
      Beginning Of Year, as restated     |   | 86,789      |  |   | 68,920      |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Deficit Accumulated During The Exploration      |   |             |  |   |             |  |   |             | 
|Stage,
      End Of Year                        | $ | 111,253     |  | $ | 86,789      |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Basic And Diluted Loss Per Share                | $ | 0.01        |  | $ | 0.01        |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 
|Weighted Average Number Of Shares               |   |             |  |   |             |  |   |             | 
|Outstanding                                     |   | 2,850,000   |  |   | 2,850,000   |  |   |             | 
|                                                |   |             |  |   |             |  |   |             | 



16

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

STATEMENTS OF CASH FLOWS (RESTATED  NOTE 6) (Stated in U.S. Dollars)

|                                        |   |             |   |   |             |   |   |             |  
|--------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                        |   |             |   |   |             |   |   | INCEPTION   |  
|                                        |   |             |   |   |             |   |   | FEBRUARY 17 |  
|                                        |   | YEARS ENDED |   |   | 1999 TO     |  
|                                        |   | DECEMBER 31 |   |   | DECEMBER 31 |  
|                                        |   | 2002        |   |   | 2001        |   |   | 2002        |  
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Cash Flows From Operating Activities    |   |             |   |   |             |   |   |             |  
|Net loss
      for the year             | $ | (24,464     | ) | $ | (17,869     | ) | $ | (111,253    | )
|Adjustment To Reconcile Net Loss To Net |   |             |   |   |             |   |   |             |  
|Cash Used By Operating
      Activities |   |             |   |   |             |   |   |             |  
|Change
      in accounts payable        |   | 23,088      |   |   | 17,560      |   |   | 63,770      |  
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   | (1,376      | ) |   | (309        | ) |   | (47,483     | )
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Cash Flows From Financing Activity      |   |             |   |   |             |   |   |             |  
|Share capital
      issued              |   | -           |   |   | -           |   |   | 47,500      |  
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash             |   | (1,376      | ) |   | (309        | ) |   | 17          |  
|                                        |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Year                 |   | 1,393       |   |   | 1,702       |   |   | -           |  
|                                        |   |             |   |   |             |   |   |             |  
|                                        |   |             |   |   |             |   |   |             |  
|Cash, End Of Year                       | $ | 17          |   | $ | 1,393       |   | $ | 17          |  
|                                        |   |             |   |   |             |   |   |             |  



17

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS DEFICIENCY (RESTATED  NOTE 6)

DECEMBER 31, 2002 (Stated in U.S. Dollars)

|                           | COMMON STOCK |  |   |        |  |   |            | 
|-------------------------- | ------------ |  | - | ------ |  | - | ---------- | 
|                           |              |  |   |        |  |   |            | 
|                           |              |  |   |        |  |   | ADDITIONAL | 
|                           |              |  |   |        |  |   | PAID-IN    | 
|                           | SHARES       |  |   | AMOUNT |  |   | CAPITAL    | 
|                           |              |  |   |        |  |   |            | 
|Shares issued for cash at  |              |  |   |        |  |   |            | 
|$0.01                      | 2,750,000    |  | $ | 2,750  |  | $ | 24,750     | 
|Shares issued for cash at  |              |  |   |        |  |   |            | 
|$0.20                      | 100,000      |  |   | 100    |  |   | 19,900     | 
|Net loss for the period    | -            |  |   | -      |  |   | -          | 
|                           |              |  |   |        |  |   |            | 
|Balance, December 31, 1999 | 2,850,000    |  |   | 2,850  |  |   | 44,650     | 
|Net loss for the year      | -            |  |   | -      |  |   | -          | 
|                           |              |  |   |        |  |   |            | 
|Balance, December 31, 2000 | 2,850,000    |  |   | 2,850  |  |   | 44,650     | 
|Net loss for the year      | -            |  |   | -      |  |   | -          | 
|                           |              |  |   |        |  |   |            | 
|Balance, December 31, 2001 | 2,850,000    |  |   | 2,850  |  |   | 44,650     | 
|Net loss for the year      | -            |  |   | -      |  |   | -          | 
|                           |              |  |   |        |  |   |            | 
|Balance, December 31, 2002 | 2,850,000    |  | $ | 2,850  |  | $ | 44,650     | 
|                           |              |  |   |        |  |   |            | 



18

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BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001 (Stated in U.S. Dollars)

|1. | NATURE OF OPERATIONS
|-- | --------------------

| | a) | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | The Company was incorporated in
      the State of Nevada, U.S.A. on February 17, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | b) | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | The Company
        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 $111,253 for the period from inception, February 17, 1999, to
        December 31, 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.

|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, 2002 AND 2001 (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, 2002 AND 2001 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           

|3. | 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 June 30, 2003;                                                                                                                                                      
|   | -      exploration expenditures
      totalling U.S. $250,000 by December 31, 2003.                                                                                                                                                
|   |                                                                                                                                                                                                                                    
|4. | CONTINGENCY                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                    
|   | Mineral Property                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                    
|   | The Companys mineral
        property interest has been acquired pursuant to an option agreement. In
        order to retain its interest, the Company must satisfy the terms of the
        option agreement described in Note 3.
|   |                                                                                                                                                                                                                                    
|5. | RELATED PARTY TRANSACTION                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                    
|   | During the year ended December
        31, 2002, the Company incurred $12,000 (2001 - $12,000) for office facilities
        and services to a company related by common directors.                                                

21

---

BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001 (Stated in U.S. Dollars)



|6. | 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:

| |                                       |   | 2002 |  |   | 2001   |  
| | ------------------------------------- | - | ---- |  | - | ------ | -
| |                                       |   |      |  |   |        |  
| | Decrease in mineral property interest | $ | -    |  | $ | (1,000 | )
| | Increase in deficit                   |   | -    |  |   | 1,000  |  

|7. | SUBSEQUENT EVENT                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                           
|   | Subsequent to December 31,
        2002, the Company completed a four-for-one split of its authorized and
        its issued common stock.



22

---

Item 8.          CHANGES
  IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE.

None.

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                   | Age | Position with  | Served as a Director
|---------------------- | --- | -------------- | --------------------
|                       |     | Registrant     | or Officer Since    
|                       |     |                |                     
|Peter William Bell     | 66  | President, CEO |                     
|                       |     | Sec            | February 17, 1999   
|                       |     | Treasurer      |                     
|Ross William Bailey    | 40  | Director       | February 17, 1999   
|                       |     |                |                     
|Richard Douglas Wilson | 44  | Director       | February 17, 1999   

Mr. Peter William Bellis a director and is 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 organizations; development and
  growth of public corporations and reverse takeovers in public companies.

Mr. Bell is also a director of Current Technology Corporation,
  a company that is publicly traded on the OTC Bulletin Board. Current Technology
  Corporation markets an electrostatic hair maintenance and re-growth process.
  Mr. Bell has been a director of Current Technology Corporation since 1992. Mr.
  Bell is also a director and is the President of Ezon Healthcare Corporation,
  a private company. Ezon Healthcare Corporation is involved in the development
  of a graphic labeling system for pharmaceutical products. Mr. Bell has been
  a director and the President of Ezon Healthcare Corporation since 1997.

Mr. Bell also is, and has been since December 1998, the President
  and a Director of Explore Technologies, Inc. a public company organized in Nevada.
  Explore is a natural resource company engaged in the acquisition, exploration
  and development of mineral properties in Nevada, similar to the Company.

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

23

---

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 is enrolled in the Masters in Business Administration program
  at 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 has been a director and President
  of International Chargold Resources Ltd. since 1996. International Chargold
  Resources is a company that is publicly traded on the Vancouver Stock Exchange
  and that proposes to build and operate a precious metals refinery in Ghana,
  West Africa. Mr. Wilson has also been a director and secretary of Regent Ventures
  Ltd. since 1993. Regent Ventures is a company that is publicly traded on the
  Vancouver Stock Exchange and that owns a mineral property in the Yukon Territories,
  Canada. 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.

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    
|                                      | of Late | 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              
|                                      |         |              |                   

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.



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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, 2002, 2001 and
  2000:

|               | AnnualCompensation                    | Long TermCompensation
|-------------- | ------------------------------------- | ---------------------
|Name           | Title                                 | Year                 
|Peter Bell*    | President,Secretary/TreasurerDirector | 200220012000         
|Ross Bailey    | Director                              | 200220012000         
|Richard Wilson | Director                              | 200220012000         

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,
  2002. 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

No stock options were exercised by our officers, directors
  or employees during the financial year ended December 31, 2002. No stock options
  have been exercised since December 31, 2002.

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, 2002 to December 31, 2002, the date of
  its annual financial statements. The Company does not 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 December 31, 2002, 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

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have sole voting and investment power with respect to the
  number of shares set forth opposite their names. Subsequent to the year end,
  the Board of Directors of the Company approved a four-for-one split of the companys
  stock to be effective March 10, 2003. Each of the following shareholders will
  be 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     | 500,000                                    | 17.54%                
|Ross W.J. Bailey
      #202 - 2136 West 1st Avenue
      Vancouver, BC V6K 1E8             | 100,000                                    | 3.51%                 
|Richard Douglas Wilson
      Penthouse 8 - 1060 Alberni Street
      Vancouver, BC V6E 2K2 | 50,000                                     | 1.75%                 
|Aileen Mary Lloyd
      3996 Michener Court,
      North Vancouver, BC V7K 3C7             | 250,000                                    | 8.77%                 
|Dennis Lyle Higgs (1), (2)
      4520 West 5th Avenue
      Vancouver, BC V6R 1S7          | 865,000                                    | 30.35%                
|Darlene Higgs (1), (3)
      4520 West 5th Avenue
      Vancouver, BC V6R 1S7              | 865,000                                    | 30.35%                
|Douglas V. Higgs (1), (4)
      110 - 7180 Lindsay Road
      Richmond, BC V7C 3M6         | 865,000                                    | 30.35%                
|Darcy Allan Higgs (1), (5)
      4554 West 2nd Avenue
      Vancouver, BC V6P 1K8          | 865,000                                    | 30.35%                
|Carleen Higgs (1), (6)
      4520 West 5th Avenue
      Vancouver, BC V6R 1S7              | 865,000                                    | 30.35%                
|Terri-Lyn Ker (1), (7)
      4924 45th Avenue
      Delta, BC V4K 1K3                      | 865,000                                    | 30.35%                
|Eric Gordon Fergie
      2221 Venables Street
      Vancouver, BC V5L 2J5                  | 175,000                                    | 6.14%                 
|Gordon H. Lloyd
      Suite 160, 12820 Clark Place
      Richmond, BC                      | 250,000                                    | 8.77%                 
|Directors and Officers As a Group                                                          | 650,000                                    | 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) 200,000 shares
  owned by Dennis Higgs; (ii) 80,000 shares owned by Darlene Higgs; (iii) 200,000
  shares owned by Douglas Higgs; (iv) 200,000 shares owned by Darcy Higgs; (v)
  75,000 shares owned by Carleen Higgs and registered in the name of Santorini

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Investments Ltd.; and (vi) 110,000 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.

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".

It should be noted, however, that the Consulting Geologist,
  John Rice, who prepared the geological reports on which the business plan was
  at least partially based, is the Vendor on the Underlying Agreement which transferred
  the mineral rights to Miranda and as a result will be

27

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entitled to up to 70,000 common shares of Miranda Industries
  Inc. as described above under the section entitled "Mineral Property Option
  Agreement"

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:

Exhibit 1: Amended Property Option Agreement dated December 30, 2002

(b)      Reports on Form 8K

No reports on Form 8K were filed during the last quarter of our fiscal year ended December 31, 2002.

No reports on Form 8K have been filed since December 31, 2002.

Item 14.          CONTROLS
  AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, within
  90 days prior to the filing date of this report, the Company carried out an
  evaluation of the effectiveness of the design and operation of the Company's
  disclosure controls and procedures. This evaluation was carried out under the
  supervision and with the participation of the Company's management, including
  the Company's President, Chief Executive Office and Chief Financial Officer
  (or persons performing similar functions). Based upon that evaluation, the Company's
  President, Chief Executive Officer and Chief Financial Officer concluded that
  the Company's disclosure controls and procedures are effective. There have been
  no significant changes in the Company's internal controls or other factors,
  which could significantly affect the internal controls subsequent to the date
  the Company carried out its evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in Company 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 Company reports filed under the Exchange
  Act is accumulated and communicated to management, including the Company's Chief
  Executive Officer and Chief Financial Officer as appropriate, to allow timely
  decisions regarding required disclosure.

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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: March 26, 2003

In accordance with the Securities Exchange Act, this report
  has been signed below by the following persons on behalf of the registrant and
  in the capacities and on the dates indicated.





By:/s/ Peter BellPETER BELL, Director, President Chief Executive Officer Date: March 26, 2003





29

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
  OFFICER PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Bell, certify, pursuant to 18 U.S.C. Section 1350,
  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
  Form 10-KSB of Braden Technologies Inc. for the year ended December 31, 2002
  fully complies with the requirements of Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 and that the information contained in the Annual Report
  on Form 10-KSB fairly presents in all material respects the financial condition
  and results of operations of Braden Technologies Inc.

| | By:    | /s/ Peter Bell            
| | ------ | ----------------------------
| |        |                             
| |        |                             
| |        |                             
| | Name:  | PETER BELL                  
| |        |                             
| |        |                             
| | Title: | President,Chief Executive   
| |        | Officer,Secretary, Treasurer
| |        |                             
| |        |                             
| | Date:  | March 26, 2003              





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CERTIFICATIONS

I, Peter Bell certify that:



| | 1. | I have reviewed this annual
      report on Form 10-KSB of Braden Technologies Inc.(Braden);                                                                                                                                                                                                                                                                       
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | Based
        on my knowledge, this annual report does not contain any untrue statement
        of amaterial fact or omit to state a material
        fact necessary to make the statements made, inlight
        of the circumstances under which such statements were made, not misleading
        withrespect to the period covered by this
        annual report;
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | 3. | Based
        on my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present
        in all material respects the financialcondition,
        results of operations and cash flows of the registrant as of, and for,
        the periodspresented in this annual report;                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | 4. | I
        am responsible for establishing and maintaining disclosure controls and
        procedures (asdefined in Exchange Act Rules
        13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                        

| |  | a) | designed
        such disclosure controls and procedures to ensure that materialinformation
        relating to Braden, including its consolidated subsidiaries, ismade
        known to us by others within those entities, particularly during theperiod
        in which this annual report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                  
| |  | b) | evaluated
        the effectiveness of Bradens disclosure controls and proceduresas of a date within 90 days prior to the
        filing date of this annual report (the"Evaluation
        Date"); and                                                                                                         
| |  |    |                                                                                                                                                                                                                                                                                                                  
| |  | c) | presented
        in this annual report our conclusions about the effectiveness ofthe
        disclosure controls and procedures based on our evaluation as of theEvaluation
        Date;                                                                                                                       

| | 5. | I
        have disclosed, based on our most recent evaluation, to Bradens
        auditors and the auditcommittee of Bradens
        board of directors (or persons performing the equivalentfunction):
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a) | all
        significant deficiencies in the design or operation of internal controlswhich could adversely affect the registrant's
        ability to record, process,summarize and
        report financial data and have identified for Bradensauditors
        any material weaknesses in internal controls; and
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | b) | any fraud, whether
        or not material, that involves management or otheremployees
        who have a significant role in Bradens internal controls; and
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | I
        have indicated in this annual report whether or not there were significant
        changes ininternal controls or in other
        factors that could significantly affect internal controlssubsequent
        to the date of our most recent evaluation, including any corrective actionswith regard to significant deficiencies and
        material weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



/s/ Peter BellPeter Bell
  President
  Chief Executive Officer
  Secretary/Treasurer



Date: March 26, 2003





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