United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 000-53336
BRAZOS INTERNATIONAL EXPLORATION, INC.
Exact name of small business issuer as specified in its charter
Nevada 01-0884561
(State or other jurisdiction of
I.R.S. Employer
incorporation or organization)
Identification Number
2818 FORT HAMILTON PARKWAY, BROOKLYN, NY 11218
(Address of principal executive office)
347.834.7118
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court. Yes ____ No X ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
Common equity as of the last practicable date: 5,100,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [__]
As of the date of this report the Registrant had 5,100,000 shares issued and outstanding
Item 1.
BRAZOS INTERNATIONAL EXPLORATION, INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
(Unaudited)
BRAZOS INTERNATIONAL EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
ASSETS |
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| (unaudited) June 30, |
| March 31, |
| 2009 |
| 2009 |
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Current Assets: |
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|
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Cash | $ - |
| $ 27 |
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|
|
|
Total Assets | $ - |
| $ 27 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable | 3,723 |
| 3,750 |
Total Current Liabilities | 3,723 |
| 3,750 |
Stockholders' Equity (Deficit): |
|
|
|
Preferred stock, $.001 par value; authorized 5,000,000, none issued | - |
| - |
Common stock, $.001 par value; 70,000,000 shares authorized |
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|
|
5,100,000 sharers issued and outstanding | 5,100 |
| 5,100 |
Additional paid in capital | 31,500 |
| 31,500 |
Accumulated deficit during the exploration stage | (40,323) |
| (40,323) |
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Total Stockholders' Equity (Deficit) | (3,723) |
| (3,723) |
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Total Liabilities and Stockholders' Equity (Deficit) | $ - |
| $ 27 |
SEE ATTACHED NOTES
BRAZOS INTERNATIONAL EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2009 AND 2008
AND FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH JUNE 30, 2009
(unaudited)
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| From |
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| January 11, |
| For the | For the | 2007 |
| three months | three months | (Date of |
| ended | ended | inception) |
| June 30, | June 30, | to June 30, |
| 2009 | 2008 | 2009 |
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Revenue: | $ - | $ - | $ - |
Total Revenue | - | - | - |
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Operating Expenses: |
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Exploration costs | - | - | 19,582 |
General & administrative | - | 252 | 20,741 |
Total Operating Expenses | - | 252 | 40,323 |
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NET LOSS | $ - | $ (252) | $ (40,323) |
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Weighted Average Shares |
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Common Stock Outstanding | 5,100,000 | 5,100,000 |
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Net Loss Per Share |
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(Basic and Fully Dilutive) | $ - | $ (0.00) |
|
SEE ATTACHED NOTES
BRAZOS INTERNATIONAL EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2009 AND 2008
AND FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH JUNE 30, 2009
(unaudited)
|
|
| From |
|
|
| January 11, |
| For the | For the | 2007 |
| three months | three months | (Date of |
| ended | ended | inception) |
| June 30, | June 30, | to June 30, |
| 2009 | 2008 | 2009 |
Operating Activities: |
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Net Loss | $ - | $ (252) | $ (40,323) |
Adjustments to reconcile net (loss) to net cash |
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provided by operating activities: |
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Issuance of stock for services rendered | - | - | 1,100 |
Issuance of stock for exploration claims | - | - | 500 |
Increase (Decrease) in Accounts payable | (27) |
| 3723 |
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Net Cash Used in Operating Activities | (27) | (252) | (35,000) |
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Investing Activities: | - | - | - |
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Financing Activities: |
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Issuance of common stock for cash | - | - | 35,000 |
Net Cash Provided by Financing Activities | - | - | 35,000 |
Net Increase (Decrease) in Cash | (27) | (252) | 0 |
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Cash at Beginning of Period | 27 | 10,383 | - |
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Cash at End of Year | $ - | $ 10,131 | $ 0 |
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Non-Cash Investing & Financing Activities |
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Issuance of stock for management services rendered | $ - | $ - | $ 1,100 |
Issuance of stock for claims purchase | $ - | $ - | $ 500 |
SEE ATTACHED NOTES
BRAZOS INTERNATIONAL EXPLORATION, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE AND PURPOSE OF BUSINESS
Brazos International Exploration, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on January 11, 2007. The Company’s activities to date have been limited to organization and capital formation. The Company is (SFAS NO.7)“an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. The Company has adopted March 31 as its fiscal year end.
In the opinion of management, the accompanying financial statements contain all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of June 30, 2009
and the results of its operations and cash flows for the three months ended June 30, 2009
The results of operations for the three months ended June 30, 2009 are not necessarily indicative of the results for a full year period.
NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
NOTE 3 – MINERAL CLAIMS
On March 25, 2007, the Company entered into an agreement with Mr. Michael Carr of Calgary, Alberta, Canada, whereby he agreed to sell us a total of 21 units comprised of two large blocks of mineral claims located approximately 16 kilometers from the village of Long Lake, Ontario. Mr. Carr agreed to hold these claims in trust on our behalf for the sum of $6,500 and 500,000 shares of stock for a 100% undivided right, title and interest in and to these claims.
NOTE 4 – COMMON STOCK
The Company issued 1,100,000 shares of its common stock on January 11, 2007 in exchange for services rendered valued at $1,100.
The Company issued 500,000 shares of its common stock in March 2007 as a partial payment for the acquisition of mineral claims (see Note 3). These shares were valued at $.001 per share for an aggregate value of $500.
In November, 2007 we completed an offering of 3,500,000 shares of our common stock at a price of $0.01 per share to 35 purchasers.
NOTE 5 – 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 no sales and has incurred a net loss of $ 40,323 since inception. 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 classifications of recorded assets, or the amounts of and the classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Item 2. Managements Discussion and Plan of Operations
Description of Business
In General
Until recently, prices of base metals (copper, lead, zinc, etc.) were at historic highs. Gold, silver and platinum were at their highest prices in years. Uranium peaked and currently is down in price nearly 50%. Mining prospects that a few months ago would be economically feasible may not be at this time. With these factors being present and the outlook, both near and far being, at best, uncertain, we believe that our claims must be reevaluated. The above cautionary statements do not indicate that we intend to abandon our exploration of our claims, but that the prospects of success should be reassessed and investigated further. We plan on entering into discussions with our independent consultants to attempt to make informed decisions regarding the future of the Lac Dube claims. Coincidental with these discussions, we will investigate the possibilities of attracting further capital in one form or another for exploration of the Lac Dube Claims. Availability of these funds from the further sale of our common stock, publicly or privately, or via a joint venture will also influence our decision on whether to proceed or not.
We will continue to be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility regardless of the results of our discussions with our consultants re: the Lac Dube claims. In order to acquire the claims, we paid $6,500 cash and issued 500,000 shares of our common stock to Mr. Michael Carr, the vendor of the property in an arm’s length transaction. Should we decide not to proceed with the business plan outlined for the Lac Dube group of claims an alternative to this project will be investigated. We have not yet entered into talks with our consultants nor have we made any overtures to future financing sources. There can be no guarantee that either of the above discussions will be positive. It may well be that the interests of our shareholders will be best served by seeking alternative business opportunities, should mineral exploration prove not to be feasible. We have made no overtures or entered into any discussions, preliminary or otherwise along these lines.
Plan of Operations
In spite of the decline in the prices of both base and precious metals, including uranium and until we have completed discussion with our independent consultants and potential financing sources, we intend to commence operations as an exploration stage mineral exploration company. As such, there is no assurance that a commercially viable mineral deposit exists on our sole mineral property interest, the Lac Dube claims. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the Lac Dube claims is determined. Until determined otherwise, we must consider the Lac Dube claims to be our primary business opportunity.
Description, Location and Access
The property is located approximately 200 km northwest of Montreal and 65-70 km northeast of a small city, Mont-Laurier (Figure 1 and 2). It is centered on Latitude 46°55¢30²North and Longitude 74°58¢30²West and occurs within NTS Map sheet 31J/15.
The property is easily accessible by provincial highways and paved roads from major centers of Quebec and Quebec (Figure 2). For example from Montreal, highways 15 and 117, and from Ottawa-Hull area, highways 309 and 311 are used to reach the city of Mont-Laurier, which is located 65-70 km southwest of Lac Dube property. From Mont-Laurier, the two paved roads (highways 309 and 311) linking the two logging/gravel roads (Chemin des Pionniers and Rivere du Lievre) can be used to access the northwest and south ends of the property. Several secondary but drivable logging roads and ATV trails, originating from these major logging roads, allow access to most of the claims.
Mont-Laurier is the closest full service community providing excellent infrastructure and skilled manpower. In addition to this city, two small farming communities of Lac St. Paul and Mont St. Michel, located approximately 25 and 20 kilometers southwest of the property, respectively, could also be used for a short term exploration base. A pair of high voltage power lines passing just a few kilometers east of Lac Dube property.
We have obtained a geological report on the Lac Dube claims that was prepared by Ike A. Osmani, M.Sc., P.Geo., Coast Mountain Geological Ltd., Vancouver, BC. In his report, Mr. Osami reports that the Lac Dube claims have no history of Uranium deposits but due to very little exploration on this property, further work should be done.
We do not have an agreement with Mr. Osami to provide further geological services for planned exploration work on the Lac Dube claims.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. Our management is prepared to provide us with short-term loans, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. Management feels that having our shares quoted on the OTC Bulletin Board quotation system may make attracting further capital easier.
We have not and do not intend to seek debt financing by way of bank loan, line of credit or otherwise. Financial institutions do not typically lend money to mineral exploration companies with no stable source of revenue.
If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Lac Dube claims. We have not undertaken any efforts to locate a joint venture partner. There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms. We may also pursue acquiring interests in alternate mineral properties in the future.
Results of Operations for Period Ending June 30, 2009
We did not earn any revenues during the period ending June 30, 2009. We have not commenced the exploration program that is part of our business plan and can provide no assurance that we will discover economic mineralization on the property.
We incurred operating expenses in the amount of $40,323 for the period from our inception on January 11, 2007 to June 30, 2009. These operating expenses were comprised of legal and organizational costs of $20,741, mineral exploration costs of $19,582. We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Item 4T.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We do not have the necessary accounting expertise to insure these financial statements are done to the specifications of GAAP. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and were ineffective as of June 30, 2009 in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency.. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal controls over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 5. Other Events
None
Item 6. Exhibits and Reports
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.2 Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
BRAZOS INTERNATIONAL EXPLORATION, INC.
Dated August 14th, 2009
/s/ David Keating
David Keating, Director, President and Chief Executive Officer
/s/ Mathew Elsner
Mathew Elsner, Director, Secretary/Treasurer and Principal Accounting Officer