Edgar Filing: BROOKMOUNT EXPLORATIONS INC

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

FORM 10-KSB

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended November 30, 2001
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( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from to

Commission File number 0-26709
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BROOKMOUNT EXPLORATIONS INC.
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(Exact name of Company as specified in charter)

Nevada 98-0201259
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State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization

118 - 3420 Bell Avenue
Burnaby, British Columbia, Canada V3J 1M7
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code 604-308-6152
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Securities registered pursuant to section 12 (b) of the Act:

Title of each share Name of each exchange on which registered
None None
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Securities registered pursuant to Section 12 (g) of the Act:

None
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(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for a shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

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 the Company'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 issuer's revenues for its most recent fiscal year: $ -0-
------------

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State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.

As at November 30, 2001, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be $0.

(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

Not applicable

(APPLICABLE ONLY TO CORPORATE COMPANIES)

As of November 30, 2001, the Company has 9,282,400 shares of common stock issued
and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.

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TABLE OF CONTENTS

PART 1 Page

ITEM 1. . . DESCRIPTION OF BUSINESS 4

ITEM 2. . . DESCRIPTION OF PROPERTY 9

ITEM 3. . . LEGAL PROCEEDINGS 13

ITEM 4. . .SUBMISSION OF MATTERS TO VOTE OF
.. . . . . SECURITIES HOLDERS 14

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND
. RELATED STOCKHOLDER MATTERS 14

ITEM 6. .MANAGEMENT'S DISCUSSION AND
. . . . . ANALYSIS OR PLAN OF OPERATION 15

ITEM 7. . FINANCIAL STATEMENTS 18

ITEM 8. . .CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING . . . . . . . . . . . . . .
AND FINANCIAL DISCLOSURE 18

PART III

ITEM 9. . .DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16 (a) OF THE
. . . . . EXCHANGE ACT 18

ITEM 10.. EXECUTIVE COMPENSATION 21

ITEM 11.. .SECURITY OWNERSHIP OF CERTAIN
. . . . . BENEFICAL OWNERS AND MANAGEMENT 22

ITEM 12.. .CERTAIN RELATIONSHIPS AND RELATED
. . . . . TRANSACTIONS 23

PART IV

ITEM 13.. .EXHIBITS AND REPORTS ON FORM 8-K 24

SIGNATURES. . . . . . . . . . . . . . 25-29

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PART 1
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ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

Brookmount Explorations Inc. (the "Company"), a Nevada Corporation, was
incorporated on December 9, 1999. Since inception the Company has not been in
bankruptcy, receivership or similar proceedings. It has not had any material
reclassification, merger, consolidation, purchase or sale of a significant
amount of assets not in the ordinary course of business. The Company has no
subsidiaries and no affiliated companies. The Company's executive offices are
located at 118 - 3420 Bell Avenue, Burnaby, British Columbia, B.C., Canada, V3J
1M7. (Telephone: 604-308-6152).

The Company's Articles of Incorporation currently provide that the Company
is authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at November 30, 2001 there were 9,282,400 shares outstanding.

The Company is in the exploration stage and hopes to seek a quotation on
the OTC Bulletin Board or the new BBX Exchange. To date it has not made an
application to file the required forms with the NASD. There is no assurance
that the Company's shares will ever be quoted on the NASD or any other exchange
in North America or elsewhere.

The Company is engaged in the exploration, and if warranted, the
development of mineral property. The Company presently has the mineral rights
to five mineral claims called the "Brookmount"claims located in Chazel Township,
Abitibi West County, Quebec.

J.G. Burns & Associates of Timmins, Ontario were retained by the Company to
write a geological report on this claim. The basis of his report is included in
this Form 10-KSB under "Description of Property". The claim is in good standing
until November 14, 2004.

No ore body has been discovered on the Brookmount claim since the Company
has not yet undertaken an exploration program. Even with a major exploration
program there is no assurance an ore body will be discovered. Presently, the
Company does not have sufficient funds to undertake any further exploration
activities unless it obtains funds from its directors and officers, seeks funds
from a financial institution or issues shares to the public. At the present
time the directors do not know which type of funding they will attempt to
attract for the Company.

The Company has no sources of revenue either from the Brookmount claim or
any other asset.

The Company will have to adhere to certain governmental regulations
regarding mining when, and if, it makes a decision to develop the Brookmount
claim. At present, there are few, if any, requirements during the exploration
stage.

The Company does not have any full time employees, and the directors and
officers devote such time as is required to the affairs of the Company. Once a
major exploration program commences the Company will need the officers to devote
more time to the activities of the Company or it will be required to hire
consultants to undertake the work.

The Company has not delivered to its shareholders its annual report in the
past. Once it has obtained a quotation on either the OTCBB or BBX Exchange,

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which might never happen, it will hold annual general meetings and distribute
certain documents, including financial statements, to shareholders of record.

Presently the Company files with the United States Securities and Exchange
Commission (the "SEC") Forms 10-KSB and 10-QSB.

The public may read and copy any material the Company files with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Company is on
electronic files and therefore the public can review the Company's filing on the
SEC Internet site that contains reports, proxy, and information statements, and
other information regarding the Company. This information can be obtained by
accessing the SEC website address at http://www.sec.gov.

The Company presently does not have an Internet address.

PLANNED BUSINESS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that constitute
"forward-looking statements". These statements appear in such places as
"Management's Discussion and Analysis or Plan of Operation." Such statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may vary materially from those
in the forward-looking statements as a result of various factors. These factors
include the effectiveness of management's strategies and decisions, general
economic and business conditions, new or modified statutory or regulatory
requirements and changing metal prices and market conditions. This report
identifies other factors that could cause such differences. No assurance can be
given that these are all of the factors that could cause actual results to vary
materially from the forward-looking statements. In addition, readers should
refer to Risk Factors.

The attached financial statements are stated in United States dollars and
are prepared using generally accepted accounting principles normally used in the
United States of America.

RISK FACTORS

The Company's business is subject to numerous risk factors, including the
following:

1. PENNY STOCK RULES

Under Rule 15g-9, a broker or dealer may not sell a "penny stock" (as
defined in Rule 3a51-1) to or effect the purchase of a penny stock by any person
unless:

(1) such sale or purchase is exempt from Rule 15g-9; or

(2) prior to the transaction the broker or dealer has (a) approved
the person's account for transaction in penny stocks in
accordance with Rule 15g-9 and (b) received from the person a
written agreement to the transaction setting forth the identity
and quantity of the penny stock to be purchased.

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The United States Securities and Exchange Commission (the "Commission")
adopted regulations that generally define a penny stock to be any equity
security other than a security excluded from such definition by Rule 3a51-1.
Such exemptions include, but are not limited to (a) an equity security issued by
an issuer that has (i) net tangible assets of at least $2,000,000, if such
issuer has been in continuous operations for at least three years; (ii) net
tangible assets of at least $5,000,000, if such issuer has been in continuous
operation for less than three years; or (iii) average revenue of at least
$6,000,000 for the preceding three years; (b) except for purposes of Section
7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or
more; and (c) a security that is authorized or approved for authorization upon
notice of issuance for quotation on the National Association of Securities
Dealers ("NASD") Automated Quotation System ("NASDAQ").

It is likely the Company's common stock will be subject to the regulations
on penny stocks; consequently, the market liquidity for its common stock may be
adversely affected by such regulations. This, in turn, will affect shareholders
ability to sell their shares.

2. TRADING MARKET FOR THE COMPANY'S SHARES

There is no current trading market for shares of the Company's common stock
(the "Shares") and there can be no assurance that a trading market will develop,
or, if such a trading market does develop, that it will be sustained. The
Shares, to the extent that a market develops for the Shares at all, will likely
appear in what is customarily known as the "pink sheets" or on the NASD
over-the-counter Bulletin Board (the "OTCBB"), which may limit the marketability
and liquidity of the Shares.

To date, neither the Company nor anyone acting on behalf of the Company has
taken any affirmative steps to request or encourage any broker/dealer to act as
a market maker for the Company's common stock. The Company has had no
discussions or understandings, with any "market makers" regarding the
participation of any such market maker in the future trading market, if any, in
the Company's common stock.

3. POTENTIAL FUTURE RULE 144 SALES

Of the 200,000,000 shares of the Company's common stock authorized, there
are presently 3,500,000 shares issued and outstanding which are "restricted
securities" as that term is defined under the Securities Act of 1933, as amended
(the "Securities Act"), and in the future may be sold in compliance with Rule
144 of the Act, or pursuant to a Registration Statement filed under the Act.
Rule 144 provides, in essence, that a person holding restricted securities for a
period of 1 year may sell those securities in unsolicited brokerage transactions
or in transactions with a market maker, in an amount equal to 1% of the
outstanding common stock every 3 months. Additionally, Rule 144 requires that an
issuer of securities make available adequate current public information with
respect to the issuer. Such information deemed available if the issuer satisfies
the reporting requirements of Sections 13 or 15(d) of the Exchange Act and of
Rule 15c2-11 thereunder. Rule 144 also permits, under certain circumstances, a
sale of shares by a person who is not an affiliate of ours and who has satisfied
a 2 year holding period without any quantity limitation and whether or not there
is adequate current public information available. Investors should be aware that
sales under Rule 144, or pursuant to a registration statement filed under the
Securities Act, may have a depressive effect on the market price of the
Company's common stock in any market that may develop for such shares.

4. POSSIBLE ISSUANCE OF ADDITIONAL SHARES

The Company's Certificate of Incorporation, authorizes the issuance of
200,000,000 shares of common stock. The Company's Board of Directors has the
power to issue any or all of such additional shares without stockholder approval

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for such consideration as it determines. Management presently anticipates that
it may choose to issue a substantial but as yet undetermined amount of the
Company's shares in connection with some form of future financing.

5. RISK ASSOCIATED WITH OPERATIONS IN FOREIGN COUNTRIES

The Company's business plan is to seek to acquire further mineral
properties. Management's discretion is unrestricted, and the Company may
participate in any acquisition of a mineral property that may in the opinion of
management meet the Company's business objectives. The Company has not limited
the scope of its search to a particular region or country. The Company has
acquired a mineral property outside the United States and may acquire further
properties outside the United States. Accordingly, by acquiring the Brookmount
claim in a foreign jurisdiction, the Company's operations may be adversely
affected to the extent of the existence of unstable economic, social and/or
political conditions in such foreign regions and countries.

6. TIME SPENT BY THE OFFICERS AND DIRECTORS ON THE AFFAIRS OF THE COMPANY

The Company's officers and directors devote only a limited amount of time
to the Company's business activities. At this time it is difficult to determine
the number of hours each director and officer will devote to the activities of
the Company.

7. INEXPERIENCE OF MANAGEMENT

It is possible that due to the Company's management's inexperience in
managing a public company, it will be unable to effectively manage the expansion
of its operations, that its systems, procedures or controls will not be adequate
to support its operations or that the Company's management will be unable to
achieve the rapid execution necessary to fully exploit the market opportunity
for its products and services. Any inability to manage growth effectively could
hinder the Company's future success.

8. CONFLICT OF INTEREST

Certain officers and directors are engaged in various business ventures.
Thus, there may be conflicts of interest in the allocation of time between the
Company's business and such other businesses. These activities may conflict with
the interests of the Company. As a result of their other interests, they may
personally benefit from decisions or recommendations made with respect to the
business of the Company. Whereas conflicts may arise, management is aware of its
fiduciary duty to the Company and will act in good faith and endeavor on an
equitable basis to resolve any conflicts which may arise, on an equitable basis.

9. NO DECLARATION OF DIVIDENDS SINCE INCEPTION

The Company has not paid any dividends and does not contemplate or
anticipate paying any dividends on its common stock in the foreseeable future.

10. NO OPERATING HISTORY OR REVENUE FROM THE BROOKMOUNT CLAIM

The Company has had no operating history and has generated no revenues or
earnings from the Brookmount claim. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain operating
expenses without corresponding revenues. This may result in the Company
incurring a net operating loss which will increase continuously until the
Brookmount claim proves to have an ore body and is commercially viable. There
is no assurance that the Company can identify such ore body on its claim.

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11. LACK OF DIVERSIFICATION

The Company's proposed operations, even if successful, will in all
likelihood result in the Company engaging in the exploration of the Brookmount
claim. Consequently, the Company's activities will be limited to those engaged
in the exploration of the Brookmount claim or another property in the future it
might acquire. The Company's inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within the
mining industry and therefore increase the risks associated with the Company's
operations.

12. THE COMPANY'S MINERAL PROPERTY CONTAINS NO PROVEN RESERVES

The property in which the Company holds a right to minerals thereon is
considered to be in the exploration stage only and does not contain a known body
of commercial ore. Failure to locate ore reserves may adversely affect the
economic viability of the Brookmount claim and the Company's operation.

13. TITLE TO THE PROERTY

It is possible the Company's title to the Brookmount claim, in which it has
the mineral rights will be challenged by third parties.

The Company has not obtained title insurance for the Brookmount claim. It
is possible that the title to the Brookmount claim may be challenged or
impugned.

14. COMPETITION IN THE MINERAL INDUSTRY

The Company faces intense competition in its industry, which may adversely
affect its ability to participate in certain agreements with other parties. The
mineral resources industry is intensely competitive and the Company must compete
with many companies that have greater financial resources and technical
facilities than itself. Significant competition exists for the limited number of
mineral acquisition opportunities available in the Abitibi West County mining
region of Quebec where the Brookmount claim is located. As a result of this
competition, the Company's ability to acquire additional attractive mining
property interests on terms it consider acceptable may be impaired.

The Company will require supplies to explore the Brookmount claim.
Competition might be at a level where the Company is unable to acquire the
supplies it requires when required. It might have to suspend its exploration
plans if the Company does not have access to all of the supplies and materials
it needs.

15. MINERAL PRICES FLUCTUATE BEYOND THE CONTROL OF THE COMPANY

The mining industry in general is intensely competitive and it is possible
that, even if commercial quantities of mineral resources are developed, a
profitable market will not exist for their sale. Factors beyond the Company's
control may affect the marketability of any minerals discovered. It is possible
that the price of gold will not remain stable. Significant price movements over
short
periods of time may be affected by numerous factors beyond the Company's
control, including international economic and political trends, expectations of
inflation, currency exchange fluctuations (specifically, the U.S. dollar
relative to other currencies), interest rates and global or regional consumption
patterns, speculative activities and increased production due to improved mining
and production methods. The effect of these factors on the price of minerals and
therefore the economic viability of any of the Company's exploration projects
cannot accurately be predicted.

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16. ENVIRONMENTAL REGULATIONS

All phases of the Company's operations in Quebec will be subject to
environmental regulations. Environmental legislation in Quebec are evolving in a
manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for
companies and their officers, directors and employees. It is possible that
future changes in environmental regulation will adversely affect the Company's
operations as compliance will be more burdensome and costly.

17. EXPLORATION WILL INVOLVE A HIGH DEGREE OF RISK

Exploration and eventually mining operations of the Brookmount claim
generally involve a high degree of risk. Hazards such as unusual or unexpected
formations and other conditions are involved. The Company may become subject to
liability for pollution, cave-ins or hazards against which it cannot insure or
which it may not elect to insure. The payment of such liabilities may have a
material, adverse effect on the Company's results of operations or financial
condition, and its ability to continue as a going concern.

The Company has not spent any time or money on research and development of
a product since its inception.

Regarding environmental concerns relating to the Brookmount claim as
mentioned under Risk Factor 16 above, the Company does not know the cost of
adhering to various environmental laws.

In addition to exploring and developing, if warranted, its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing. To date, the Company does not
have the funds to seek out other mineral properties and will be using any funds
it obtains in the future to undertake exploration work on the Brookmount claim.

ITEM 2. DESCRIPTION OF PROPERTY

Five claims (approximately or 500 acres) numbered 5245578 to 5245582
inclusive located in Lots 50 to 54, Range III, Chazel Township, Abitibi West
County, Quebec comprise the Brookmount claim. These claims were recorded 100%
in the name of the Company on December 20, 1999, and subsequently registered on
February 1, 2000. Assessment work with a minimum value of $6,000.00 had to be
submitted to the Ministry of Mines for the Province of Quebec December 2, 2001
or 60 days prior to the claims expiry date on January 31, 2002. This was not
done and the Brookmount claim expired on January 21, 2002. The Company renewed
its interest in the claim by re-staking it and recording its interest on
November 14, 2002. This has maintained the Brookmount claim in good

Location of Brookmount claim

The claim lies in northwestern Quebec some 100 miles North North East from
the city of Rouyn-Noranda, Quebec in NTS quadrant 32 D/15 and is easily
accessible by gravel and logging roads.

History of the Brookmount mining area

Chazel Township and general area have been prospected and explored since
the early 1900s. Gold was originally the main commodity sought, but interest in
base metals increased following the discovery in 1922 of the Oditan Copper-Zinc

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occurrence in Lot 40, Range IV, Chazel Township and in 1925 of the Normetal
Copper-Zinc-Silver-Gold deposit in Lots 43 and 44, Range X, Desmeloizes Township
some 25 miles to the west. Exploration for Copper-Nickel and asbestos deposits
was undertaken in the 1970s but since the 1980s the major emphasis once again
shifted to gold.

Past Exploration of the Brookmount claim

Summaries for work conducted on properties now overlain by the Brookmount
claim is as follows.

1973-1975: Dome Explorations (Canada) Limited ["Dome"]

Dome's 41 full lot claims in Ranges III and IV in Chazel and Dission
Townships included the present Brookmount property, and were staked to cover
several anomalies defined by an airborne electromagnetic survey contracted by
the Quebec government in 1972. Ground magnetic and horizontal loop
electromagnetic (HLEM) surveys conducted in 1973 over Lots 42 to 47, Range III
Chazel Township defined a strong 3/10 miles long HLEM anomaly with a low but
precise magnetic correlation. Hole 60C-1, drilled in 1974 in Lot 45 Range III
to a depth of 100 yards, tested the anomaly and cored mafic and felsic tuff and
lapilli tuff. A 5.3 yards section of mafic tuff with minor graphite and
mineralized with 10% pyrite as massive bands and rounded blebs assayed 0.08%
Copper.

An HLEM survey conducted over the remainder of the property in 1975 defined
a strong, long, formational conductor in Range IV as well as four shorter
anomalies some 220 yards south of the former. Two of the shorter anomalies lie
within the Brookmount claims in Lots 50 to 52 and 53 and 54 respectively, and
are situated about 220 to 275 yards south of the north boundary. Drill testing
was recommended for both conductors but there are no records to indicate that
either were ever drilled.

1986-1987: Resources Macamic Inc. ["Macamic"]

Macamic held a contiguous, irregularly shaped block of 97 claims in Ranges
III to VII Chazel Township and Ranges III and IV Dission Township. Both the
present Brookmount claims and the Oditan occurrence were included within their
property limits.

The property was acquired as a gold project. Work conducted in 1986
included induced polarization (IP), HLEM, magnetic and geological surveys. Nine
short lines of IP (dipole-dipole configuration) scattered about the property
were surveyed. On one line, 32 E, which extended from the north onto the
Brookmount property in Lot 52, a well defined anomaly coincident with an HLEM
conductor (Dome survey) was detected. The anomaly was recommended as a first
priority drill target.

Macamic's magnetic and HLEM surveys covered the Brookmount property, and
two HLEM anomalies, numbers 68 and 69, were defined within it. Anomaly 68
extends for over 880 yards across Lots 48 to 52, shows weak magnetic correlation
and corresponds in form to the Dome anomaly. It was rated a first priority
target.Anomaly 69 in Lots 54 and 55 was considered to be an extension of 68
and was rated a second priority target.

No outcrops were noted on the Brookmount property during the course of the
Macamic geological survey. The closest outcrops (of sericitic felsic tuff) are
located in Lots 55 and 56 along the Range III/IV line.

Duration Mines Limited optioned Macamic's property in 1987 and drilled
seven holes totalling 0.7 miles. Neither the IP anomaly nor HLEM anomalies # 68
and # 69 mentioned above were tested. In fact, no hole was located on the
current Brookmount claims but three, numbered CM-87-01 (0.098 miles), 02 (0.14
miles) & 03 (0.051 miles), were in close proximity to the east in Range III.
CM-87-02, located in the north part of Lot 58, Range III, Chazel Township,

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tested an HLEM anomaly on strike with those on the Brookmount property. A
steeply north dipping (75 to 85 ), north facing sequence of felsic ash tuff,
tuff and lapilli tuff was cored. Normally, there were less than 2% sulphides
throughout the hole but a 1.7 yards section from 199.1 to 200.6 was mineralized
with 60% pyrite and pyrrhotite plus minor graphite. There were no assays of
significance.

Holes CM-87-01 (Lot 2, Range III, Dission Township) and CM-87-03 (Lot 60,
Range III, Chazel Township) tested EM anomalies in the central portions of the
respective lots/claims. In CM-87-01 tuff units of intermediate to felsic
composition, greywacke and argillite were the main units cored. The tuff unit
between 124 and 219 yards contained trace to 10% sulphides. Graphitic zones
between 136 and 146 yards corresponded to the EM conductors. No significant
assays were reported.

Holed CM-87-03 cut felsic to intermediate tuffaceous units. Numberous
pyritic graphite bands were interesected from 59 to 84 yards. No significant
assays were reported.

1991-1992: BHP-Utah Mines Ltd./ BHP Minerals Canada Ltd. ["BHP"]

In 1991/92 BHP held a contiguous block of 149 claims Ranges II and III
Chazel Township and in Ranges II, III and IV Dission Township. The property was
part of an ongoing gold project, originally initiated in 1984 in Ligneris
Township to the east, to assess the mineral potential of the Authier
Fault/Break.

In 1991 geological mapping, a humus soil geochemical survey as well as
magnetic, VLF, HLEM and multi frequency GEOPROBE geophysical surveys were
undertaken although results for the geophysical surveys were not submitted for
assessment credit. Sixty-six claims were mapped in detail on 220 yards spaced
lines.

From this mapping and a compilation of previous work it was determined
that
a. the Authier Fault is associated with the contact between
sedimentary rocks to the south and volcanogenic units to the
north,
b. the contact is further south than previously indicated,
c. the main break of the Authier Fault crosses Range II,
d. the fault is a ductile shear with a late brittle phase and
e. the fault has an anastomosing anatomy with individual splays
varying from <11 yards to 220 yards in width>.

With respect to the current Brookmount claims the underlying rock units
were construed to be mainly tuff, crystal tuff and lapilli tuff. Furthermore, a
splay from the Authier Fault was interpreted to pass in a general northwesterly
direction through the southern portion of the claims.
The humus soil geochemical survey also covered the Brookmount claims and
consisted of 1640 samples total. Samples were analysed for gold plus a package
of 34 elements by INAA (instrumental neutron activation analysis). Most (90%)
of the samples assayed less than 10 part per billion gold ("ppb"), but
thresholds levels of 30 ppb gold (anomalous) and 70 ppb gold (strongly
anomalous) were determined. Two strongly anomalous results were reported for
samples in Lots 47 and 48, Range III, Chazel Township. Results and observations
for the other elements were minimal.

A seven hole, 2170 m drill program was conducted in 1992. Two holes,
numbered AT-40-92 and AT-43-92, were located just to the east of the Brookmount

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property in Lots 48 and 47 respectively. Neither hole tested the HLEM anomaly
first identified by Dome and confirmed by Micamic. Hole AT-40-92 was drilled to
0.19 miles and tested coincident Maxmin and gold in humus (158 ppb) anomalies.
Sedimentary units interbedded with fine grained tuff, crystal tuff and lapilli
tuff were the principal units cored. Sulphide content averaged 2-4% pyrite plus
pyrrhotite but ranged to 7%. A 1.6 foot graphitic interval was noted at 149
yards. Best assays included 510 ppb gold/ 3.4 yards from a lapilli tuff and 320
ppb Gold/ 3.4 yards from an interval of crystal tuff plus sediments.

Hole AT-43-92 (347 m) tested coincident VLF, Maxmin and gold in humus (72
ppb Gold) anomalies. Fine grained tuff, crystal tuff and lapilli tuff and
interbedded sediments mineralized with 1-2% pyrite and pyrrhotite were cored.
The most significant assay was 140 ppb Gold / 3.3 yards from a carbonate-biotite
altered fault zone.

Hole AT-44-92 (220 yards) was drilled on the current Brookmount property at
the southern end of Lot 54. It was targeted on a VLF anomaly suspected of
representing a deformation zone coincident with a gold in humus value of 23 ppb.
The hole intersected laminated sediments interbedded with fine grained tuff.
There were no significant assays.

Regional Geology

Within the general area the topography is basically flat with only the
occasional low hill. Elevation ranges from 352 yards on the property to 3/10
mile Colline Oditan 1.9 miles to the north. Vegetation in the area is mixed
boreal forest. Tree species present on the property are spruce, jackpine
balsam, tamarack, cedar, birch and poplar. Glacial till and glacial-lacustrine
clay soils dominate the area. The area is extensively covered by low, swampy
ground.

No infrastructure exists on the property. Infrastructure in the general
area includes

a) an intricate road network,
b) electrical power - the grid extends to Authier Nord, 4.4 miles
from the property,
c) railway - the main east/west line of the Canadian National
Railway passes 10.6 miles to the south,
d) numerous base metal and gold mines and mills and
e) a copper smelter in Rouyn-Noranda.

Most goods and services as well as experienced persons required for both
exploration and mining are readily available in the towns of Macamic, La Sarre
and Rouyn-Noranda and the surrounding area.

Chazel Township and immediate area lie within the central portion of the
Abitibi greenstone belt (AGB). The AGB is an Archaen aged (2.7 Ga) assemblage
of volcanic, sedimentary and related intrusive rocks that extends for some 600
km from Timmins, Ontario to Chibougamau, Quebec and constitutes the major
portion of the Abitibi subprovince. Within the general area the predominant
lithologies consist of Early Precambrian mafic to felsic volcanic plus chastic
(with minor chemical) sedimentary rocks, which occur as an undulatory but
general east/west striking band. Major subdivisions within the band are from
south to north:

- 2.8 miles of clastic sediments - mainly greywacke and siltstone;
- 4.1 miles of intermediate to mafic volcanic flows with minor felsic and
sedimentary sub units
- 0.94 miles of volcanic felsic and mafic pyroclastic units, plus or minus,
flows; and 1.6 miles of felsic pyroclastic units, plus or minus, minor
sedimentary units.

These units have been intruded by several syn to late felsic stocks to
diorite composition. The Oditan-nissing stock, 1.9 miles north of the Brookmount
property, has dimensions of 7.5 miles east/west by 2.5 miles north/south.

-12-

All of the above rock types have been subjected to regional deformation and
regional metamorphism. As a result the volcanic and sedimentary lithologies hve
been isoclinally folded, normally about east/west axes, so that the bedding is
now steeply inclined near vertical, and the sedimentary units is generally
greenschist facies but ranges to lower amphibolite facies near the contacts with
the intrusions.

Late Precambrian northeast trending diabase dykes cut all previous rock
types.

The Agb has been dissected by numerous regional, sub-concordant major
deformation zones, which normally occur between intrusive bodies at or near the
volcanic/sedimentary contacts (Palma and Dowling, 1992.) At least two such
zones cross Chazel Township. In Quebec the chicobi fault extends east/west for
some 94 miles from the Ontario/Quebec border to Seneterre. It merges with the
63 miles Laflamme fault near the Chazel east boundary. The Aulthier fault
referred to in the BHP reports may represent one of these two faults or a splay
from them.

Exploration work performed on the Brookmount claim

There has been no work performed on the Brookmount claim by the Company.
Because of this fact, the Brookmount claim expired in January 2002 and
subsequently had to be re-staked by the Company. The cost of re-staking was
cheaper than undertaking the required exploration program.

The Company's main product

The Company's primary product will be the sale of minerals, both precious
and commercial. No minerals have been found to exist on the Brookmount claim
and therefore the possibilities of obtaining a cash flow from the sale of
minerals in the future might be remote.

The Company's exploration facilities

The Company has no exploration facilities on the Brookmount claim at this
time. If an ore body is discovered on the claim, the Company will have to
address which facilities will be required. Until such a time as this happens,
the Company will spend no more on facilities.

During the exploration period, the Company can use tent facilities to house
its geological workers or it can obtain hotel accommodation in Rouyn-Noranda or
other nearby towns.

Investment Policies

The Company does not have an investment policy at this time. Any excess
funds it has on hand will be deposited in interest bearing notes such as term
deposits or short term money instruments. There are no restrictions on what the
directors are able to invest any idle or additional funds held by the Company.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.

-13-

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended November 30, 2001 and no matters have been submitted to
shareholders since the inception of the Company.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

During the past year there has been no established trading market for the
Company's common stock. Since its inception, the company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at November 30, 2001 the Company
had 37 shareholders; two of these shareholders are officers and directors of the
Company.

From inception through to November 30, 2001, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):

(i) Subscription for shares by Directors and Officers of the Company

a. Subscription for shares by current directors and officers

On January 7, 2000 the Company issued to its President, Fred Hallberg,
3,000,000 common shares, and issued to John Vaughan, a Director, 500,000 common
shares at $0.001 per share.

The shares issued to the present directors and officers are restricted
since they were issued in compliance with the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. After this
stock has been held for one year, Directors could sell within a three month
period a percentage of their shares based on 1% of the outstanding stock in the
Company. Therefore, this stock can be sold after the expiration of one year in
compliance with the provisions of Rule 144. There are "stop transfer"
instructions placed against this certificate and a legend has been imprinted on
the stock certificate itself.

(ii) Subscription for 5,750,000 shares

On February 10, 2000, the Company accepted subscriptions from fourteen
investors in the amount of 5,750,000 shares at a price of $0.002 per share. In
all cases the consideration was cash. These shares were issued in accordance
with the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and an appropriate Form D was filed in
connection with the issuance of these shares.

-14-

(iii) Subscription for 32,400 shares

On March 16, 2000, the Company accepted subscriptions from twenty-one
investors in the amount of 32,400 shares at a price of $0.20 per share. In all
cases the consideration was cash. These shares were issued in accordance with
the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and an appropriate Form D was filed in
connection with the issuance of these shares.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

The Company was incorporated on December 9, 1999 under the laws of the
State of Nevada. The Company's Articles of Incorporation currently provide that
the Company is authorized to issue 200,000,000 shares of common stock at a par
value $0.001 per share. As at November 30, 2001 there were 9,282,400 shares
outstanding. The Company is considered to be in the exploration stage. There is
no assurance that reserves exist in its mineral claim until exploration work has
been done and economic evaluation based on such work concludes economic
feasibility.

The Company has no revenue to date from the exploration of the Brookmount
claim, and its ability to affect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Brookmount claim to a stage where a decision can be made by management as to
whether an ore body exists and can be successfully brought into production. The
company anticipates obtaining such funds from its officers and directors, from
financial institutions or by way of the sale of its capital stock in the future,
but there can be no assurances that the Company will be successful in obtaining
additional capital for exploration activities from the sale of its capital stock
or in otherwise raising substantial capital.

LIQUIDITY AND CAPITAL RESOURCES

As at November 30, 2001, the Company had assets of $96, and $9,158 of
liabilities. The liabilities include amounts payable of $3,950 for audit and
accounting, transfer agent fees of $915 and other accounts payable of $1,058.
There is an amount due to related parties of $3,235 which bears no interest and
has no fixed terms of repayment.

The Company has no contractual obligations for leasing premises, employment
agreements or work commitments, other than assessment work on the Brookmount
claim, and has made no commitments to acquire any asset of any nature.

There has been no change in the Company's financial position since its last
fiscal year other than the incurrence of normal operating costs such as
accounting, audit and transfer agent's fees.

During the year, the Company has incurred the following expenses:

Expenditure Amount
----------------------------- --------

Accounting and audit. . . . . i $5,000
Bank charges. . . . . . . . . 13
Edgar filings . . . . . . . . ii 1,773
Management fees . . . . . . iii 6,000
Office. . . . . . . . . . . . iv 304
Rent. . . . . . . . . . . . . v 2,400
Telephone . . . . . . . . . . vi 600
Transfer agent's fees . . . vii 1,125
------
Total expenses $ 17,215
========

-15-

i. The Company accrued $500 in fees to its auditors, Sellers and Andersen LLC
for the review of its Form 10-QSBs and $1,400 for the examination of the
Form 10-KSB. In addition, the Company has accrued $450 each for its various
Form 10-QSB and $750 for this Form 10-KSB in order that the accountant can
prepare the applicable working papers and other information to be submitted
to the auditors for their review of the Form 10-QSBs and 10-KSB.

ii. The Company paid and has accrued the following charges relating to filing
of various form on Edgar:

Form 10-SB filed on December 27, 2000 $ 1,173.00
Form 10-QSB filed on July 19, 2001 200.00
Form 10-QSB filed on July 19, 2001 200.00
Form 10-QSB filed on December 5, 2001 (accrued) 200.00
$ 1,773.00
========

iii. The Company does not compensate its directors for the service they perform
for the Company since, at the present time, it does not have adequate funds
to do so. Nevertheless, management realizes that it should give recognition
to the services performed by the directors and officers and therefore has
accrued $500 per month. This amount has been expensed in the current period
with the offsetting credit being allocated to "Capital in Excess of Par
Value" on the balance sheet. The Company will not, in the future, be
responsible for paying either cash or settling this debt by way of shares.

iv. Photocopying, fax and courier charges.

v. The Company does not incur any rental expense since it used the personal
residence of its President. Similar to management fees, rent expense should
be reflected as an operating expense. Therefore, the Company has accrued
$200 as an expense with an offsetting credit to "Capital in Excess of Par
Value".

vi. The Company does not have its own telephone number but uses the telephone
number of its President. Similar to management fees and rent, the Company
accrues an amount of $50 to represent the charges for telephone with an
offsetting entry to "Capital in Excess of Par Value".

vii. During the period the Company received its annual billing from Nevada
Agency & Trust Company for acting as transfer agent for the year in the
amount of $1,200. In addition, the Company has accrued certain late charges
of interest totalling $53. Included in this expense is the 2001 fee for
list of officers and directors filed with the State of Nevada in the amount
of $210. A credit of $338 is also included in this amount.

The Company estimates the following funds will be required during the next
twelve months to meet its obligations:

-16-

Requirements Current Required
for Accounts funds for
Expenditures twelve months Payable twelve months
--------------------- -------------- --------- --------------

Accounting and audit. 1 $ 5,500 $ 3,950 $ 9,450
Bank charges. . . . . 100 - 100
Filing fees . . . . . 2 760 600 1,360
Office. . . . . . . . 3 200 458 658
Transfer agent's fees 4 1,600 915 2,515
--------- -------------- ------

Estimated expenses. $ 8,160 $ 5,923 $ 14,083
============== ========= ==============

No recognition has been given to management fees, rent or telephone since,
at the present time, these expenses are not cash orientated. In addition, the
Company does not intend to pay any money to related parties until third party
creditors have been paid.

1. Accounting and auditing expense has been projected as follows:

Filing Accountant Auditors Total
--------------------------- ----------- --------- ------

Form 10-QSB - Feb. 28, 2002 $ 450 $ 500 $ 950
Form 10-QSB - May 30, 2002. 450 500 950
Form 10-QSB - Aug. 30, 2002 450 500 950
Form 10-KSB - Nov. 30, 2002 750 1,900 2,650
----------- --------- ------
$ 2,100 $ 3,400 $ 5,500
=========== ========= ======

2. Filing fees will include the cost of filing the various Forms 10-KSB and
10-QSB on Edgar. It is estimated, based upon past charges, that the cost
for each of the Form 10-QSBs will be $100 whereas the cost for filing the
Form 10-KSB will be $200. Each year the Company is required to file a list
of officers and directors with the State of Nevada at a cost of $260;
increased over prior years.

3. Relates to photocopying, faxing and courier expenses estimated for the
forthcoming year.

4. Each year the Company is charged a fee of $1,200 by its transfer agent to
act on its behalf. In addition, there will be interest accrued on the
outstanding balance of approximately $400.

If the directors and officers no longer supply the required funds to the
Company to cover the above noted expenses and are unable to raise funds from
other sources, the Company may not be able to maintain the Brookmount property
in good standing and meet its financial obligations. If this is the case, the
Company might cease to exist as a going concern.

In conjunction with the above paragraph, if international mineral prices
decline over the next year, the Company might not be able to raise additional
funds or attract a joint venture partner in assuming a percentage of the
Brookmount claim. The Company will not be mining its claim for many years and
maybe not at all.

The Company does not anticipate acquiring any significant assets in the
foreseeable future.

-17-

At the present time, the Company has no contractual obligations for leasing
premises. There are no employment agreements or work commitments on the
Brookmount claim other than noted herein.

At present, the directors devote time to the affairs of the Company as
required. There are no plans to hire any employees at this time. The Company
will use the services of consultants in the exploration of the Brookmount claim
since it does not wish to retain employees over the winter months when little or
no work can be done on the claim.

Results of Operations
-----------------------

Since inception the Company has purchased the Brookmount claim but has not
undertaken any exploration activities on the claim itself. The Company has no
operating results.

ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company are included following the
signature page to this Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

From inception to date, the Company's principal accountant is Andersen &
Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to November 30, 2001 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.

PART 111

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

The following table sets forth as of November 30, 2001, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.

Term as
Director
Name AGE Position Held Since
------------- -------------------------------- -----

Fred Hallberg 73 President and Director 1999

Yiu Lam Ko. . 43 Secretary-Treasurer and Director 1999

John Vaughan. 53 Director 1999

-18-

Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.

Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.

FRED HALLBERG, President of the Company, received his Secondary School diploma
from Brantford C.V.S. in Brantford, Ontario in 1994. In 1995 he completed his
first year of the Fire Protection Engineering Degree at Seneca College in
Toronto, Ontario. In 1996, he took a position as Manager of the Aroma Coffee
Bar and Eatery in Toronto, where he trained and supervised staff and monitored
and maintained cash balances. He was promoted to Franchise Consultant with the
Aroma Coffee Bar in 1997 where he is assisting new franchise owners with the
operation of restaurants.

YIU LAM KO, Secretary Treasurer and Director of the Company was born in China.
After moving to Vancouver, British Columbia, Canada, Mr. Ko entered into various
sales services for Chinese Companies. In 1990 he became advertising manager for
a Chinese newspaper located in Vancouver before becoming involved in 1996 in
starting his own advertising and printing company.

JOHN VAUGHAN, Director of the Company, owned and operated several Radio Shack
outlets in Toronto, Ontario from 1976 to 1979. In 1979 he moved into the
restaurant business where he owned and managed Battalion Holdings Iinc., which
ran five well- known and successful restaurants in Toronto. From Toronto, he
moved to Montreal, Quebec in 1991, where he owns and operates several
restaurants. He also runs a company that offers management consulting to the
restaurant industry in Quebec.

Although Fred Hallberg, Yiu Lam Ko and John Vaughan do not work full time
for the Company, they plan to devote whatever time is required once the mineral
property has an exploration program ready for its development. The President of
the Company will spend approximately 10 hours a month on administration and
planning for the Company's future exploration program while the Secretary
Treasurer will work for 10 hours per month to prepare corporate documents. Once
development of the Brookmount claim takes place, the President and Secretary
Treasurer will find that their hours each month will increase although they will
be relying upon mining professionals to undertake the exploration program on
behalf of the Company.
..
On March 28, 2003, Fred Hallberg, Yiu Lam Ko and John Vaughan resigned as
directors of the Company. Norman Goodson and Vic Stillwell were appointed as
new directors.

To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;

(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offences);

(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting, the following activities:

-19-

(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliate person, director or
employee of any investment company, or engaging in or continuing
any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;

(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;

(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.

(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.

COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
----------------------------------------------------------

The Company knows of no director, officer, beneficial owner of more than
ten percent of any class of equity securities of the Company registered pursuant
to Section 12 ("Reporting Person") that failed to file any reports required to
be furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.

The following table sets forth as at November 30, 2001, the name and
position of each Reporting Person that failed to file on a timely basis any
reports required pursuant to Section 16 (a) during the most recent fiscal year.

Name Position Report to be Filed
------------- -------------------------------- ------------------

Fred Hallberg President and Director Form 3

Yiu Lam Ko. . Secretary Treasurer and Director Form 3

John Vaughan. Director Form 3

-20-

ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION

There was no cash compensation paid to any director or executive officer of
the Company during the fiscal year ended November 30, 2001.

The following table sets forth compensation paid or accrued by the Company
for the last two years ended November 20, 2001:

SUMMARY COMPENSATION TABLE (2000 AND 2001)

Long Term Compensation (US Dollars)
--------------------------------------
Annual Compensation Awards Payouts
-------------------- ------ -------

(a) (b) (c) (e) (f) (g) (h) (i)

Other Restricted All other
Annual Stock Options/ LTIP compen-
Comp. awards SAR payouts sation
Name and Principal
position. . . Year Salary ($) ($) (#) ($) ($)
-------------------------- ------- ----------- ---------- -------- -------- ---- ----

Fred Hallberg . . . . . . .2000 -0- -0- -0- -0- -0- -0-
President, and. . . . . . 2001 -0- -0- -0- -0- -0- -0-
Director

Yiu Lam Ko 2000 -0- -0- -0- -0- -0- -0-
Secretary Treasurer. . . 2001 -0- -0- -0- -0- -0- -0-
and Director

John Vaughan. . . . . 2000 -0- -0- -0- -0- -0- -0-
Director. . . . . . . . 2001 -0- -0- -0- -0- -0- -0-

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None

-21-

TERMINATION OF EMPLOYMENT

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as at November 30, 2001, the name and
address and the number of shares of the Company's common stock, with a par value
of $0.001 per share, held of record or beneficially by each person who held of
record, or was known by the Company to own beneficially, more than 5% of the
issued and outstanding shares of the Company's common stock, and the name and
shareholdings of each director and of all officers and directors as a group.

Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership(1) Ownership of Class
------------------------------------ ------------ -------------- ---------

FRED HALLBERG
Apt 22 - 1106 Avenue Road
Toronto, Ontario
Canada, M4N 2 E1 . . . . . . Direct 3,000,000 (2) 32.31 %

YIU LAM KO
203 - 8020 Ryan Road
Richmond, B.C.
Canada, V7A 2E4 . . . . . . . Direct NIL 0%

JOHN VAUGHAN
25A Claremont Avenue
Pointe Claire, Quebec
Canada, H9S 5C6 . . . . . . . Direct 500,000 (2) 5.39%

HUANG GUANG QUAN
215 - 5471 Arcadia Road
Richmond, British Columbia
Canada, V7A 2E5 . . . . . . . Direct 490,000 5.27%

RAYMOND TANG
871 - 1078 East 31st Street
Vancouver, British Columbia
Canada, V7A 2E5 . . . . . . . Direct 600,000 6.46%

TANG ZI MOND
208 - 2150 Brunswick
Vancouver, British Columbia
Canada, V7A 2E5 . . . . . . . Direct 475,000 5.12%

LISA TANG
205 - 8077 Alexandra Road
Richmond, British Columbia
Canada, V7A 2E5. . . . . . . Direct 515,000 5.55%

KIT FAN LEUNG
830 - 1268 West Broadway
Vancouver, British Columbia
Canada, V6H 1G6. . . . . . . Direct 500,000 5.39%

All Officers and Directors
as a Group ( 4 persons ). . . Direct 3,500,000 37.70%

-22-

(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.

(2) These shares are restricted since they were issued in compliance with
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. After this stock has been held for
one year, the holders could sell one percent of the outstanding stock
every three months. Therefore, the stock cannot be sold except in
compliance with the provisions of Rule 144. All of the above noted
stock has transfer instructions stamped on each certificate. None of
the directors have applied for the release of any shares under Rule
144.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated below, there were no material transactions, or series
of similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material transactions, or series of similar transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any
promoters.

-23-

PART IV

ITEM 13. EXHIBITS AND REPORTS

(a) (1) FINANCIAL STATEMENTS Page
----

The following financial statements are included in this report:

Title of Document
--------------------

Report of Sellers and Andersen LLC, Certified Public Accountants . . . . 30

Balance Sheet as at November 30, 2001. . . . . . . . . . . . . . . . . . 31

Statement of Operations for the year ended November 30, 2001 and 2000 and
the period December 9, 1999 (Date of Inception) to November 30, 2001. .32

Statement of Changes in Stockholders' Equity for the period from
December 9, 1999 (Date of Inception) to November 30, 2001 . . . . . 33

Statement of Cash Flows for the year ended November 30, 2001 and 2000
and the period from December 9, 1999 (Date of Inception) to
November 30, 2001 34

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . 35

(a) (2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.

(a) (3) EXHIBITS

The following exhibits are included as part of this report by reference:

3. Certificate of Incorporation, Articles of Incorporation and By-laws

3.1 Certificate of Incorporation (incorporated by reference from the
Company's Registration Statement on Form 10-SB filed on Decem

3.2 Articles of Incorporation (incorporated by reference from the
Company's Registration Statement on Form 10-SB filed on December

3.3 By-laws (incorporated by reference from the Company's Registration
Statement on Form 10-SB filed on December 27, 2000)

-24-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:

BROOKMOUNT EXPLORATIONS INC.
(the "Registrant")

By: /s/ "Vic Stilwell"
----------------------------------
Vic Stilwel
President and Director

By: /s/ "Norman Goodson
----------------------------------
Norman Goodson
Secretary Treasurer and Director

-25-

CERTIFICATION PURSUANT TO
SECTION 301 (A) OF THE SARBANES-OXLEY ACT OF 2002

I, Vic Stilwell, certify that:

1. I have received this annual report of Form 10-KSB for the year ended
November 30, 2001 of Brookmount Explorations Inc., the registrant;

2. Based on my knowledge, this annual report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.

3. Based on my knowledge, the financial statements, other than financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made know to us by
others within those entities, particularly during the period in which
this annual report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as 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 conclusion about effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal control; and

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regards to significant deficiencies and
material weaknesses.

/s/ "Vic Stilwell"
--------------------
Vic Stilwell, President and Director

-26-

PRESIDENT'S CERTIFICATION

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on the Form 10-KSB of Brookmount
Explorations Inc. for the year ended November 30, 2001, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Vic
Stilwell, President and Director, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
the best of his knowledge and belief:

1. The Annual Report fully complies with the requirements of Section 13 (a) or
15 (d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Annual Report fairly presents, in all
material respects, the financial condition and results of operation of the
Company.

/s/ "Vic Stilwell"
-------------------------
Vic Stilwell
President and Director

-27-

CERTIFICATION PURSUANT TO
SECTION 301 (A) OF THE SARBANES-OXLEY ACT OF 2002

I, Norman Goodson, certify that:

1. I have received this annual report of Form 10-KSB for the year ended
November 20, 2001 of Brookmount Explorations Inc., the registrant;

b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as 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 conclusion about effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

/s/ "Norman Goodson"
----------------------
Norman Goodson, Secretary Treasurer and Director

-28-

SECRETARY TREASURER'S CERTIFICATION

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on the Form 10-KSB of Brookmount
Explorations Inc. for the year ended November 30, 2001, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Norman
Goodson, Secretary Treasurer and Director, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarvanes-Oxley Act of
2002, that, to the best of his knowledge and belief:

1. The Annual Report fully complies with the requirements of Section 13 (a) or
15 (d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Annual Report fairly presents, in all
material respects, the financial condition and results of operation of the
Company.

/s/ "Norman Goodson"
---------------------------
Norman Goodson
Secretary Treasurer and Director

-29-

ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
Fax 801-486-0098

The Board of Directors
Brookmount Explorations Inc.
Vancouver, B.C.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Brookmount Explorations Inc.
(exploration stage company) as of November 30, 2001 and the statements of
operations, stockholders' equity and cash flows for the years ended November 30,
2001 and 2000and the period December 9,1999 (date of inception) to November 30,
2001. 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 audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Brookmount Explorations Inc. at
November 30, 2001 and the results of operations, and cash flows for the years
ended November 30, 2001 and 2000 and the period December 9, 1999 (date of
inception) to November 30, 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the exploration
stage and does not have the necessary working capital for its planned activity,
which raises doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ "Sellers and Andersen, LLC"

Salt Lake City, Utah
May 12, 2003

-30-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
BALANCE SHEET

NOVEMBER 30, 2001

NOVEMBER 30,
2001
--------------

ASSETS

CURRENT ASSETS

Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96
--------------
Total Current Assets. . . . . . . . . . . . . . . . 96
--------------

OTHER ASSETS

Mineral claims - Note 3 . . . . . . . . . . . . . . . . . . . . -
--------------

$ 96
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable - related parties . . . . . . . . . . . . . . $ 3,235
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . 5,923
--------------

Total Current Liabilities . . . . . . . . . . . . . 9,158
--------------

STOCKHOLDERS' EQUITY

Common stock
200,000,000 shares authorized, at $0.001
par value, 9,282,400 shares issued and outstanding
9,282
Capital in excess of par value . . . . . . . . . . . . . . . . 30,198

Deficit accumulated during the exploration stage . . . . . . . (48,542)
--------------

Total Stockholders' Deficiency . . . . . . . . . . (9,062)
--------------

$ 96
==============

The accompanying notes are an integral part of these financial statements

-31-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS

FOR THE YEAR ENDED NOVEMBER 30, 2001 AND 2000,
AND FOR THE PERIOD DECEMBER 9, 1999
(DATE OF INCEPTION) TO NOVEMBER 30, 2001

YEAR YEAR
ENDED ENDED FROM INCEPTION
NOVEMBER 30, NOVEMBER 30, TO NOVEMBER 30,
2001 2000 2001
-------------- -------------- -----------------

REVENUES. . . . . . $ - $ - $ -

EXPENSES. . . . . . 17,215 31,327 48,542
-------------- -------------- -----------------

NET LOSS. . . . . . $ (17,215) $ (31,327) $ (48,542)
============== ============== =================

NET LOSS PER
COMMON SHARE

Basic . . . . . . . $ - $ -
============== ==============

AVERAGE OUTSTANDING
SHARES

Basic . . . . . . . 9,282,400 9,282,400
============== ==============

The accompanying notes are an integral part of these financial statements.

-32-

BROOKMOUNT EXPLORATIONS INC.
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM DECEMBER 9, 1999 (DATE OF INCEPTION) TO
NOVEMBER 30, 2001

CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
---------- ---------- ---------- -------------

BALANCE, DECEMBER 9, 1999. . . . . . . - $ - $ - $ -

Issuance of common shares for cash
at $0.001 - January 7, 2000. . . . 3,500,000 3,500 - -

Issuance of common shares for cash
at $0.002 - February 10, 2000. . . 5,750,000 5,750 5,750 -

Issuance of common shares for cash
at $0.20 - March 16, 2000. . . . . 32,400 32 6,448 -

Contributions to capital by officers -
expenses . . . . . . . . . . . . . - - 9,000 -

Net operating loss for the year ended
November 30, 2000. . . . . . . . . - - - (31,327)
---------- ---------- ---------- -------------

BALANCE, NOVEMBER 30, 2000 . . . . . . 9,282,400 9,282 21,198 (31,327)

Contributions to capital by officers -
expenses . . . . . . . . . . . . . - - 9,000 -

Net operating loss for the year ended
November 30, 2001. . . . . . . . . - - - (17,215)
---------- ---------- ---------- -------------

BALANCE, NOVEMBER 30, 2001 . . . . . . 9,282,400 $ 9,282 $ 30,198 $ (48,542)
========== ========== ========== =============

The accompanying notes are an integral part of these financial statements

-33-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED NOVEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM
DECEMBER 9, 1999 (DATE OF INCEPTION) TO NOVEMBER 30, 2001

(Unaudited - Prepared by Management)

FOR THE FOR THE FROM INCEPTION
YEAR ENDED YEAR ENDED TO
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
2001 2000 2001
----------------

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss. . . . . . . . . . . . . . . . . . . $ (17,215) $ (31,327) $ (48,542)

Adjustments to reconcile net loss to net cash
provided by operating activities:

Change in accounts payable - related
party. . . . . . . . . . . . . . . 3,235 - 3,235
Change in accounts payable . . . . . . . 5,109 814 5,923
Capital contributions - expenses . . . . 9,000 9,000 18,000
-------------- -------------- ----------------

Net Cash Increase (Decrease) from . .
Operations. . . . . . . . . . 129 (21,513) (21,384)
--------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
- 21,480 -
-------------- -------------- ----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock . - - 21,480
-------------- -------------- ----------------

Net Increase in Cash. . . . . . . . . . . . . 129 (33) 96

Cash at Beginning of Period . . . . . . . . . (33) - -
-------------- -------------- ----------------

CASH AT END OF PERIOD . . . . . . . . . . . . $ 96 $ (33) $ 96
============== ============== ================

SCHEDULE OF NONCASH OPERATING ACTIVITIES

Contribution to capital by related parties - expenses - 2000-2002 $18,000

The accompanying notes are an integral part of these financial statements.

-34-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2001

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on
December 9, 1999 with the authorized common shares of 200,000,000 shares at
$0.001 par value. The Company was organized for the purpose of acquiring
and developing mineral properties. At the report date mineral claims, with
unknown reserves, had been acquired. The Company has not established the
existence of a commercially minable ore deposit and therefore has not
reached the development stage and is considered to be in the exploration
stage. (see note 3).

Since its inception the Company has completed Regulation D offerings
of 9,282,400 shares of its common capital stock for cash.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
-------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
----------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
-------------

On November 30, 2001 the Company had a net operating loss carry forward of
$48,542. The tax benefit of $14,563 from the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax
benefit is undeterminable since the Company has no operations.

The loss carryforward expires starting in 2021 through 2023.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if the shares had
been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.

-35-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2001

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Capitalization of Mining Claims Costs
-----------------------------------------------------

Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a commercially minable ore reserve ready for production are
capitalized and amortized over the life of the mineral deposit or over a
shorter period if the property is shown to have an impairment in value.
Expenditures for mine equipment will be capitalized and depreciated over
their useful lives.

Environmental Requirements
---------------------------

At the report date environmental requirements related to the mineral claims
acquired (Note 3) are unknown and therefore an estimate of any future cost
cannot be made.

Statement of Cash Flows
-----------------------

For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.

Financial and Concentrations Risk
----------------------------------

The Company does not have any concentration or related financial credit
risk.

Revenue Recognition
-------------------

Revenue is recognized on the sale and delivery of a product or the
completion of a service.

Advertising and Market Development
----------------------------------

The Company expenses advertising and market development costs as incurred.

Financial Instruments
----------------------

The carrying amounts of financial instruments, including cash and accounts
Payable, are considered by management to be their estimated fair values.

Estimates and Assumptions
---------------------------

Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.

-36-

BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2001

3. MINERAL CLAIM

The Company acquired five mineral claims located in Chazel Township,
Abitibi West County in the province of Quebec, with an expiration
date of January 31, 2002.

The claims have not been proven to have a commercially minable ore
reserve and therefore all costs of explorations and retaining
the properties have been expensed.

The mineral claims expired on January 31, 2002 and were renewed
until November 14, 2004.

4. RELATED PARTY TRANSACTIONS

Officer-directors acquired 38% of the common stock and have made
contributions to capital by payment of expenses of $18,000.

5. GOING CONCERN

The Company will need additional working capital to service its debt and to
be successful in its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Continuation of the Company as
a going concern is dependent upon obtaining additional working capital and
the management of the Company has developed a strategy, which it believes
will accomplish this objective through additional equity funding, and long
term financing, which will enable the Company to operate for the coming
year.

-37-