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                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

    For the fiscal year ended          November 30, 2004
                                      -------------------

                                 or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transaction period from               to

               Commission File number     000-32181
                                          ---------

                          BROOKMOUNT EXPLORATIONS, INC.
                         ------------------------------
                 (Exact name of Company as specified in charter)

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

666 Burrard Street, Suite 600
Vancouver BC, Canada                                 V6C 2X8
-------------------------------------             -------------
(Address of principal executive offices)           (Zip  Code)

Issuer's telephone number,
including area  code                              604-676-5244
-----------------------                           -------------

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

Title of each share                    Name of each exchange on which registered

    None                                            None
 ----------                                      ----------

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

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for a shorter  period that the  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                      Yes  [X]     No  [  ]

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

State issuer's revenues for its most recent fiscal year:    Nil
                                                        ------------------

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

                       $4,226,463 as at February 24, 2005

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

            15,284,848 shares of common stock as at February 24, 2005
            ---------------------------------------------------------








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                         TABLE OF CONTENTS
                         -----------------

                                                                   Page
                                                                   ----
PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS                                         4

ITEM 2.  DESCRIPTION OF PROPERTY                                        12

ITEM 3.  LEGAL PROCEEDINGS                                              17

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS            17

PART II
-------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       17

ITME 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      17

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                    18

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                         31

ITEM 8A. CONTROLS AND PROCEDURES                                        31

PART III
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTOERS AND CONTROL PERSONS  32

ITEM 10. EXECUTIVE COMPENSATION                                         34

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL                        34
         OWNERS AND MANAGEMENT

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 35

ITEM 13. EXHIBITS AND REPORTS                                           35

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                         36

         SIGNATURES                                                     36











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                                 PART 1
                                 ------

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 shares are quoted on the
NASD over the counter  bulletin  board (OTCBB) and  currently  trading under the
symbol "BMXI".

The Company's executive offices are located at 666 Burrard Street, Suite 600,
Vancouver, B.C., Canada, V6C 2X8 (Telephone: 604-676-5244).

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, 2004 there were 10,284,848 shares outstanding.

The Company  intends to commence  business  operations as a mineral  exploration
stage company.

The Company plans to become engaged in the  exploration,  and if warranted,  the
development of mineral  properties.  Currently,  the Company owns an interest in
five mineral claims located in Quebec which are known as the Brookmount  claims.
In  addition,  subsequent  to the  year-end,  the  Company  completed  a mineral
property purchase agreement, as amended, with Mr. Peter Flueck dated January 24,
2005,  providing  for its  acquisition  of a 100%  interest in the  Mercedes 100
mineral  property  located  in  Comas  District,  Concepcion  Department,  Junin
Province,  Peru. Mr. Flueck acts as the Company's president and a director.  Our
principal exploration property is the Mercedes 100 Property.


Brookmount Claims

The Company  presently has the mineral  rights to five mineral claims called the
Brookmount claims located in Chazel Township, Abitibi West County, Quebec.

The Company  retained J.G. Burns & Associates of Timmins,  Ontario were retained
to write a geological  report on these  claims.  The claims are in good standing
until November 14, 2006.

No ore body has been  discovered  on the  Brookmount  claims.  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
or raises  additional  capital through the sale of its equity.  The directors do
not have any arrangements in this regard.

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

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Mercedes 100 Property

The Mercedes 100 property  consists of six mineral claims. We are the beneficial
owner of a 100% interest in the claims. There are no other underlying agreements
or interests in the property.

Specifics of the six mineral claims are as follows:

                                                          Claim Area
          Claim Name                Claim Number          (Hectares)
          ----------                ------------          ----------

          Mercedes 100            C-08020145X011          450.00
          Celeste                 C-010151600             298.84
          Celeste No. 2           C-010151500             218.58
          Celeste No. 4           C-010151700             200.00
          Nuevo Herraje Cuatro    C-010154100             996.96
          Nueva Charo             C-010051101             446.93

Acquisition and Maintenance of Mineral Rights in Peru

The general mining law of Peru defines and regulates all mining  activity,  from
sampling and  prospecting to  commercialization,  exploitation  and  processing.
Mining  concessions are granted in defined areas  generally  ranging from 100 to
1,000 hectares in size. Mining titles are irrevocable and perpetual,  as long as
the  titleholder  maintains  payment of  government  fees. No royalties or other
production-based   monetary   obligations  are  imposed  on  holders  of  mining
concessions.  Instead,  a holder  of  mineral  concessions  must  pay an  annual
maintenance  fee of $3.00 per hectare for each concession  actually  acquired or
for a pending  application by June 30 of each year.  The concession  holder must
sustain a minimum level of annual commercial production of greater than $100 per
hectare in gross sales within eight years of the granting of the  concession or,
if the concession is not yet in production, the annual rental increases to $4.00
per  hectare  for the ninth  through  fourteenth  years of the  granting  of the
concession and to $10.00 per hectare  thereafter.  The concession will terminate
if the  annual fee is not paid for three  years in total or for two  consecutive
years.  The term of the  concession  is  indefinite  as long as the  property is
maintained by payment of rental fees.

The Peruvian Constitution and the Civil Code protect a mineral title holder with
the same rights as a private property  holder.  The holder's rights are distinct
and independent from the ownership of the land on which it is located, even when
both belong to the same  person.  Mining  rights are  defensible  against  third
parties,  transferable,  chargeable  and may be the  subject of any  contract or
transaction.

Description, Location and Access

The Mercedes 100 property is accessed from Lima by an excellent  paved  mountain
highway to Concepcion,  just 10 kilometers  short of the  provincial  capital of
Huancayo, then by a paved road to Santa Roda de Ocopa. A good all-weather gravel
road  connects  Ocopa with Satipo,  a village in the Amazonas  river basin.  The
Mercedes Mine camp is 36 kilometers from Santa Rosa.

Although the property is within 12 degrees south of the equator, it lies between
4,300 and 4,500  meters  above sea level in an area that is  treeless  and cold.
There are two main seasons in the region of the property: a dry cool winter with
sunny days and cold nights (to -4(0) Celsius) lasting from May to October, and a
wet, cool summer that lasts from November to April and is characterized  for its
intense rains, snow and hail storms and average temperatures of 8(0) Celsius.

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A 33 kilovolt  power line  follows the main  gravel road past the  Mercedes  100
property.  Pomamanta, the nearest village to the property, about five kilometers
to the east, is electrified on a limited basis.  The line is 4.5 kilometres from
the property  site.  Water for mining and drilling is available from streams and
seeps in the hills above the property.

Nearby  towns  such as  Concepcion  and  Huancayo  are  modern  and  offer  most
necessities.  There is a narrow  guage  railroad  from  Lima to  Huancayo.  This
connects the mining and smelting center of La Oroya, 130 kilometers to the west.

On the property site,  there is a large brick building that could be refurnished
to serve as a camp for 20 to 30 people.

Mineralization and Exploration History

In the 1990's,  Leader  Mining Inc.  entered into an option  agreement  with Mr.
Peter Flueck for a 50% working  interest in the property  and  commissioned  MPH
Geological  Consulting to assess the property's  potential in 1996. Although the
report contained a range of values of zinc, lead, gold and silver mineralization
found on the property,  as well as calculations of proven,  potential,  probable
and  possible  reserves,  we do not have  sufficient  information  that would be
necessary  to  determine if these  figures are  accurate or were  calculated  in
accordance with acceptable mining standards.

Prior to our acquisition of the Mercedes 100 property,  approximately $3,000,000
has been spent on the property. Most of these funds were spend on road building,
re-opening   underground  workings  on  the  property,   topographical  surveys,
metallurgical  tests,  several  exploitation  campaigns  and  numerous  sampling
programs.

Geological Report: Mercedes 100 property

We have  obtained a geological  report on the  Mercedes  100  property  that was
prepared by Guillermo Salazar, a professional geologist, of Calgary, Alberta. We
commissioned  the report in March 2004.  The  geological  report  summarizes the
results  of  previous  exploration  on the  Mercedes  100  property  and makes a
recommendation for further exploration work.

In his report, Mr. Salazar  recommends  further  exploration of the Mercedes 100
property that would include the following:

1. Survey of the  property's  several know showings,  adits and trenches.  It is
recommended that be done by confirming that the property boundaries are properly
located, that the portals, adits and trenches are re-located with respect to the
property  boundaries  and to other  cultural and  topographic  features  such as
access roads, camps, mine dumps and main rivers.

2. There is about 200 tonnes of run-of-mine mineral in 50 kilogram sacks stacked
along  the  road  near  the  property.  The  sacks  are in  variable  states  of
deterioration.  They are,  however,  readily  available for shipping if a nearby
mill were to take the material for processing.  The cost to us would include the
cost of check assaying,  re-sacking and transportation to the mill.  Preliminary
sampling  of this rock  indicates  an average of 8.73  ounces per ton silver and
1.34% zinc. Mr. Salazar recommends that this be investigated.

                                       6

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3. A drilling  program  consisting  of sixteen  drill holes and  totaling  1,810
meters designed to test prospective areas of the claims is recommended.

4.       The geological interpretation of the claims needs to be confirmed.
This requires the following:

o  a satellite image interpretation map.  The primary objective of this would be
   to define the trace continuity of the faults and veins recognized on the
   property

o  a structural  airphoto and  geological  map. The airphotos  used for this map
   could also be used to produce a ground controlled topographic map without the
   errors  in  the  government  data  packages.  The  required  detail  of  this
   recommendation  depends on the results from the survey described in paragraph
   one above.

o  the results from these studies should be followed up with careful prospecting
   of the targets thus defined.

Mr. Salazar proposes the following budget for exploration:

Survey the property's showings, adits and trenches:            $7,500
Truck rental (30 days at $100 per day):                        $3,000
Check assaying of 220 tonnes, re-sacking of material
and identification of potential purchasers:                   $10,000
Application for drilling permits:                              $3,000
Drilling of 1,800 meters in 16 holes:                        $271,500
Permit closure reporting:                                      $3,000
Satellite interpretation of alteration and lineaments:        $10,000
Testing of sacked mineralized rock (30 samples at $20 each):     $600
Drill core testing (300 samples at $20 each):                  $6,000
Gridding work:                                                $75,000
Report writing:                                               $15,000
Office and administration:                                     $7,500
Miscellaneous:                                                $40,000

Total:                                                       $449,100

Compliance with Government Regulation

The  General  Mining  Law of Peru is the  primary  body of law with  regards  to
environmental  regulations.  It is  administered  by the  Ministry of Energy and
Mines  (the  "MEM").  The MEM  can  require  a  mining  company  to  prepare  an
environmental  evaluation,  an environmental  impact  assessment,  a program for
environmental management and adjustment and a closure plan. Mining companies are
also subject to annual environmental audits.

A mining  company that has  completed  its  permitted  exploration  program must
submit an impact study when applying for a new concession,  to increase the size
of its existing  processing  operations by more than 50% or to execute any other
mining  project.  A company must also set forth its plan for compliance with the
environmental  laws  and  regulations,   including  its  planned  mining  works,
investments,  monitoring systems, waste management control and site restoration.
The plan is  considered  approved if the MEM does not  respond  after 60 days of
filing. If the MEM or an "interested party" can show just cause, the plan may be
modified during first year.

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A mining  company  must also  submit a closure  plan for each  component  of its
operations.  The closure plan must  outline the  measures  that will be taken to
protect  the  environment  over the  short,  medium  and long term from  solids,
liquids and gasses generated by the mining works. The General Mining Law of Peru
has in place a system of  sanctions or  financial  penalties  that can be levied
against a mining company not in compliance with the environmental regulations.

Brookmount Claims

The Company  presently has the mineral  rights to five mineral claims called the
Brookmount claims located in Chazel Township, Abitibi West County, Quebec.

The Company  retained J.G.  Burns & Associates of Timmins,  Ontario to prepare a
geological  report  on these  claims.  The  claims  are in good  standing  until
November 14, 2006.

No ore body has been  discovered  on the  Brookmount  claims.  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
or raises  additional  capital through the sale of its equity.  The directors do
not have any arrangements in this regard.

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

Employees

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.

Available Information

The Company's shares are listed on the OTCBB, and, as required, the Company 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") on 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's internet address is www.brookmount.com
                                  ------------------

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RISK FACTORS

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

THE MINERAL  PROPERTIES IN WHICH WE HAVE AN INTEREST,  THE BROOKMOUNT CLAIMS AND
THE MERCEDES PROPERTY, HAVE NO RESERVES.

Our sole mineral  property  assets are the  Brookmount  claims in Quebec and the
Mercedes  property in Peru. As both the Brookmount  and the Mercedes  properties
are in the exploration  stage, they do not generate any cash flow.  Accordingly,
we have no means of producing any income. We anticipate incurring losses for the
foreseeable future.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our  current  operating  funds  are less  than  necessary  to  complete  planned
exploration  on our mineral  properties,  and  therefore  we will need to obtain
additional  financing in order to complete our business plan. As of November 30,
2004,  we had  cash in the  amount  of  $51,103.  We  currently  do not have any
operations and we have no income.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration of the Brookmount claims and the Mercedes  property.  We do not have
sufficient  funds to complete  recommended  exploration  on the  properties  and
ongoing administrative expenses.

We will also require additional financing if the costs of the exploration of our
properties are greater than anticipated. We will require additional financing to
sustain our business  operations if we are not  successful  in earning  revenues
once  exploration  is complete.  We do not currently have any  arrangements  for
financing  and we can provide no assurance to investors  that we will be able to
find such financing if required. Obtaining additional financing would be subject
to a number of  factors,  including  the market  prices for metals such as gold,
investor  acceptance of our properties  and general  investor  sentiment.  These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of  further  exploration  would  be the  offering  by us of an  interest  in our
properties  to be  earned by  another  party or  parties  carrying  out  further
exploration thereof, which is not presently contemplated.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.

We have not yet commenced exploration on the Mercedes 100 property. Accordingly,
we have no way to evaluate the likelihood  that our business will be successful.
To date, we have been involved  primarily in  organizational  activities and the
acquisition  of mineral  properties.  We have not earned any  revenues as of the
date of this report.  Potential  investors  should be aware of the  difficulties
normally  encountered by new mineral exploration  companies and the high rate of

                                       9

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failure of such  enterprises.  The  likelihood  of success must be considered in
light  of  the  problems,  expenses,  difficulties,   complications  and  delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake.  These potential  problems  include,  but are not limited to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses that may exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant  revenues from  development of the Merecedes
100 property and the production of minerals from the claims, we will not be able
to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and it is doubtful that we will generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors  with no  assurance  that the mineral  claims that we have an
interest  in contain  commercially  exploitable  reserves  of  valuable  metals.
Exploration  for  minerals  is  a  speculative  venture  necessarily   involving
substantial  risk. The  expenditures  to be made by us in the exploration of the
optioned  mineral  properties  may not  result in the  discovery  of  commercial
quantities of minerals.  Problems such as unusual or unexpected  formations  and
other  conditions  are  involved  in  mineral  exploration  and often  result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

BECAUSE  MANAGEMENT  HAS NO TECHNICAL  EXPERIENCE  IN MINERAL  EXPLORATION,  OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any professional  training or technical credentials in
the exploration,  development and operation of mines. As a result, we may not be
able to recognize and take advantage of potential  acquisition  and  exploration
opportunities in the sector without the aid of qualified geological consultants.
As well, with no direct training or experience,  our management may not be fully
aware of the specific  requirements  related to working in this industry.  Their
decisions  and  choices  may not be well  thought  out  and our  operations  and
ultimate financial success may suffer irreparable harm as a result.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such Liabilities may have a material adverse effect on
our financial position.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several  governmental  regulations  that materially  restrict  mineral
property  exploration and  development.  Under Peruvian mining law, to engage in
certain types of exploration will require work permits. While these current laws
will not affect our current  exploration  plans,  when we proceed with  drilling
operations  on the  Mercedes  100  property,  we will  incur  modest  regulatory
compliance costs.

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BECAUSE OUR DIRECTORS OWN 51.5% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO OTHER MINORITY
SHAREHOLDERS.

Our directors own  approximately  51.5% of the outstanding  shares of our common
stock.  Accordingly,  they will have a significant  influence in determining the
outcome of all  corporate  transactions  or other  matters,  including  mergers,
consolidations,  and the sale of all or  substantially  all of our assets.  They
will also have the power to prevent or cause a change in control.  The interests
of our  directors may differ from the  interests of the other  stockholders  and
thus  result  in  corporate   decisions  that  are   disadvantageous   to  other
shareholders.

WE MAY NOT BE ABLE TO OPERATE AS A GOING CONCERN AND OUR BUSINESS MAY FAIL.

The Independent  Auditor's  Report to our audited  financial  statements for the
period ended  November 30,  2004,  indicates  that there are a number of factors
that raise  substantial  doubt about our ability to continue as a going concern.
Such  factors  identified  in the report are that we are in the  pre-exploration
stage, we have no established source of revenue and that we are dependent on our
ability  to  raise  capital  from  shareholders  or  other  sources  to  sustain
operations.

OUR STOCK PRICE IS SUBJECT TO WIDE FLUCTUATIONS  THAT MAY CAUSE  STOCKHOLDERS TO
LOSE THEIR INVESTMENTS.

If a market for our common stock  develops,  we anticipate that the market price
of our common stock will be subject to wide  fluctuations in response to several
factors, including:

(1) actual or  anticipated  variations  in our  results of  operations;  (2) our
ability or inability to generate new revenues;  (3) increased  competition;  and
(4) conditions and trends in the mineral exploration industry.

Since our common  stock is traded on the NASD over the counter  bulletin  board,
our  stock   price  may  be   impacted  by  factors   that  are   unrelated   or
disproportionate to our operating  performance.  These market  fluctuations,  as
well as general economic,  political and market conditions,  such as recessions,
interest rates or international  currency  fluctuations may adversely affect the
market price of our common stock.

Forward-Looking Statements

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the above "Risk Factors" section and elsewhere in this document.

                                       11

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ITEM 2. DESCRIPTION OF PROPERTY

BROOKMOUNT PROPERTY

The Brookmount  property  consists of five claims  totalling  approximately  500
acres, which are located in Chazel Township, Abitibi West County, Quebec. A 100%
interest in these claims were recorded in the name of George Fournier,  which he
holds  in  trust  for the  Company,  on  December  20,  1999,  and  subsequently
registered on February 1, 2000.  The claims are in good standing  until November
16, 2006.

Location of Brookmount claim

The claims lie in northwestern  Quebec some 100 miles North, North East from the
city of  Rouyn-Noranda,  Quebec.  The claims are easily accessible by gravel and
logging roads.

History of the Brookmount mining area

Chazel  Township  and the  general  surrounding  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  occurrence  in the  township  and in 1925  of the  Normetal
copper-zinc-silver-gold  deposit.  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
are as follows.

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

Dome's 41 full lot claims 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  defined  a strong  3/10  mile long  HLEM  anomaly  with a low but  precise
magnetic correlation.  Hole 60C-1, drilled on the property in 1974 to a depth of
100 yards,  tested the  anomaly.  A 5.3 yard  section and  mineralized  with 10%
pyrite,   a  rock  type  often  found  in  the   presence  of  copper  and  gold
mineralization, assayed 0.08% copper.

An HLEM survey  conducted  over the  remainder of the property in 1975 defined a
strong,  long,  formational  conductor,   as  well  as  four  shorter  anomalies
approximately  220 yards south of the former.  Two of the shorter  anomalies lie
within the  Brookmount  claims 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 was ever drilled.

1986-1987:  Resources Macamic Inc.  ("Macamic")

Macamic  held a  contiguous,  irregularly  shaped  block of 97  claims in Chazel
Township  and Dission  Township.  The present  Brookmount  claims 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  scattered  about the property  were  surveyed.  On one line,  which
extended from the north onto the  Brookmount  property,  a well defined  anomaly
coincident  with an HLEM conductor  (Dome survey) was detected.  The anomaly was
recommended as a first priority drill target.

                                       12

<page>

Macamic's  magnetic and HLEM surveys  covered the Brookmount  property,  and two
HLEM anomalies  were defined within it. One anomaly  extended for over 880 yards
and showed a weak  magnetic  correlation  and  corresponded  in form to the Dome
anomaly. It was rated a first priority target. The second anomaly was considered
to be an extension of the first anomaly and was rated a second priority target.

Topography and Infrastructure

Within the general area of the  Brookmount  claims,  the topography is basically
flat with only the occasional low hill.  Elevation  ranges from 352 yards on the
property  to 3/10 mile.  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.

Exploration work performed on the Brookmount claim

The Company has not commenced  exploration  work on the Brookmount  claims.  The
claims are in good standing until November 14, 2006.

Mercedes 100 Property

By an agreement dated July 3, 2003, and amended on January 24, 2005, the Company
has also entered into an agreement with its president, Peter Flueck, whereby the
Company  has  agreed to  purchase a 100%  interest  in six  mineral  concessions
comprising  a total  of 2,611  hectares  located  in  Ahuigrande  Parish,  Comas
District,  Concepcion  Province of the  Department  of Junin,  Peru. In order to
acquire a 100%  interest in the  Mercedes  100  property,  the Company  must pay
$22,500 (paid) to Mr. Flueck and issue a total of 5,000,000  shares  (issued) of
restricted common stock in our capital as follows:

-        2,900,000 shares to the vendor, Mr. Flueck; and
-        1,050,000 shares to each of the other two directors of the Company.

Title to the Mercedes 100 property

The Mercedes 100 property  consists of six mineral claims. We are the beneficial
owner of a 100% interest in the claims. There are no other underlying agreements
or interests in the property.

Specifics of the six mineral claims are as follows:

                                       13

<page>
                                                         Claim Area
          Claim Name                Claim Number          (Hectares)
          ----------                ------------          ----------

          Mercedes 100            C-08020145X011          450.00
          Celeste                 C-010151600             298.84
          Celeste No. 2           C-010151500             218.58
          Celeste No. 4           C-010151700             200.00
          Nuevo Herraje Cuatro    C-010154100             996.96
          Nueva Charo             C-010051101             446.93

Acquisition and Maintenance of Mineral Rights in Peru

The general mining law of Peru defines and regulates all mining  activity,  from
sampling and  prospecting to  commercialization,  exploitation  and  processing.
Mining  concessions are granted in defined areas  generally  ranging from 100 to
1,000 hectares in size. Mining titles are irrevocable and perpetual,  as long as
the  titleholder  maintains  payment of  government  fees. No royalties or other
production-based   monetary   obligations  are  imposed  on  holders  of  mining
concessions.  Instead,  a holder  of  mineral  concessions  must  pay an  annual
maintenance  fee of $3.00 per hectare for each concession  actually  acquired or
for a pending  application by June 30 of each year.  The concession  holder must
sustain a minimum level of annual commercial production of greater than $100 per
hectare in gross sales within eight years of the granting of the  concession or,
if the concession is not yet in production, the annual rental increases to $4.00
per  hectare  for the ninth  through  fourteenth  years of the  granting  of the
concession and to $10.00 per hectare  thereafter.  The concession will terminate
if the  annual fee is not paid for three  years in total or for two  consecutive
years.  The term of the  concession  is  indefinite  as long as the  property is
maintained by payment of rental fees.

The Peruvian Constitution and the Civil Code protect a mineral title holder with
the same rights as a private property  holder.  The holder's rights are distinct
and independent from the ownership of the land on which it is located, even when
both belong to the same  person.  Mining  rights are  defensible  against  third
parties,  transferable,  chargeable  and may be the  subject of any  contract or
transaction.

Description, Location and Access

The Mercedes 100 property is accessed from Lima by an excellent  paved  mountain
highway to Concepcion,  just 10 kilometers  short of the  provincial  capital of
Huancayo, then by a paved road to Santa Roda de Ocopa. A good all-weather gravel
road  connects  Ocopa with Satipo,  a village in the Amazonas  river basin.  The
Mercedes Mine camp is 36 kilometers from Santa Rosa.

Although the property is within 12 degrees south of the equator, it lies between
4,300 and 4,500  meters  above sea level in an area that is  treeless  and cold.
There are two main seasons in the region of the property: a dry cool winter with
sunny days and cold nights (to -4(0) Celsius) lasting from May to October, and a
wet, cool summer that lasts from November to April and is characterized  for its
intense rains, snow and hail storms and average temperatures of 8(0) Celsius.

A 33 kilovolt  power line  follows the main  gravel road past the  Mercedes  100
property.

Pomamanta,  the nearest  village to the property,  about five  kilometers to the
east, is  electrified on a limited  basis.  The line is 4.5 kilometres  from the
property site. Water for mining and drilling is available from streams and seeps
in the hills above the property.

                                       14

<page>

Nearby  towns  such as  Concepcion  and  Huancayo  are  modern  and  offer  most
necessities.  There is a narrow  guage  railroad  from  Lima to  Huancayo.  This
connects the mining and smelting center of La Oroya, 130 kilometers to the west.

On the property site,  there is a large brick building that could be refurnished
to serve as a camp for 20 to 30 people.

Mineralization and Exploration History

In the 1990's,  Leader  Mining Inc.  entered into an option  agreement  with Mr.
Peter Flueck for a 50% working  interest in the property  and  commissioned  MPH
Geological  Consulting to assess the property's  potential in 1996. Although the
report contained a range of values of zinc, lead, gold and silver mineralization
found on the property,  as well as calculations of proven,  potential,  probable
and  possible  reserves,  we do not have  sufficient  information  that would be
necessary  to  determine if these  figures are  accurate or were  calculated  in
accordance with acceptable mining standards.

Prior to our acquisition of the Mercedes 100 property,  approximately $3,000,000
has been spent on the property. Most of these funds were spend on road building,
re-opening   underground  workings  on  the  property,   topographical  surveys,
metallurgical  tests,  several  exploitation  campaigns  and  numerous  sampling
programs.

Geological Report: Mercedes 100 property

We have  obtained a geological  report on the  Mercedes  100  property  that was
prepared by Guillermo Salazar, a professional geologist, of Calgary, Alberta. We
commissioned  the report in March 2004.  The  geological  report  summarizes the
results  of  previous  exploration  on the  Mercedes  100  property  and makes a
recommendation for further exploration work.

In his report, Mr. Salazar  recommends  further  exploration of the Mercedes 100
property that would include the following:

1. Survey of the  property's  several know showings,  adits and trenches.  It is
recommended that be done by confirming that the property boundaries are properly
located, that the portals, adits and trenches are re-located with respect to the
property  boundaries  and to other  cultural and  topographic  features  such as
access roads, camps, mine dumps and main rivers.

2. There is about 200 tonnes of run-of-mine mineral in 50 kilogram sacks stacked
along  the  road  near  the  property.  The  sacks  are in  variable  states  of
deterioration.  They are,  however,  readily  available for shipping if a nearby
mill were to take the material for processing.  The cost to us would include the
cost of check assaying,  re-sacking and transportation to the mill.  Preliminary
sampling  of this rock  indicates  an average of 8.73  ounces per ton silver and
1.34% zinc. Mr. Salazar recommends that this be investigated.

3. A drilling  program  consisting  of sixteen  drill holes and  totaling  1,810
meters designed to test prospective areas of the claims is recommended.

4.       The geological interpretation of the claims needs to be confirmed.
This requires the following:

                                       15

<page>

  o a  satellite image interpretation  map.  The primary objective of this would
    be to define the trace continuity of the faults and veins recognized on the
    property

  o  a structural airphoto and geological map.  The airphotos used for this
     map could  also be used to  produce  a ground  controlled  topographic  map
     without the errors in the government  data packages.  The  required  detail
     of this  recommendation  depends on the results from the  survey  described
     in paragraph one above.

  o  the  results  from  these  studies  should  be  followed  up  with  careful
     prospecting of the targets thus defined.

Mr. Salazar proposes the following budget for exploration:

Survey the property's showings, adits and trenches:            $7,500
Truck rental (30 days at $100 per day):                        $3,000
Check assaying of 220 tonnes, re-sacking of material
and identification of potential purchasers:                   $10,000
Application for drilling permits:                              $3,000
Drilling of 1,800 meters in 16 holes:                        $271,500
Permit closure reporting:                                      $3,000
Satellite interpretation of alteration and lineaments:        $10,000
Testing of sacked mineralized rock (30 samples at $20 each):     $600
Drill core testing (300 samples at $20 each):                  $6,000
Gridding work:                                                $75,000
Report writing:                                               $15,000
Office and administration:                                     $7,500
Miscellaneous:                                                $40,000

Total:                                                       $449,100

Compliance with Government Regulation

The  General  Mining  Law of Peru is the  primary  body of law with  regards  to
environmental  regulations.  It is  administered  by the  Ministry of Energy and
Mines  (the  "MEM").  The MEM  can  require  a  mining  company  to  prepare  an
environmental  evaluation,  an environmental  impact  assessment,  a program for
environmental management and adjustment and a closure plan. Mining companies are
also subject to annual environmental audits.

A mining  company that has  completed  its  permitted  exploration  program must
submit an impact study when applying for a new concession,  to increase the size
of its existing  processing  operations by more than 50% or to execute any other
mining  project.  A company must also set forth its plan for compliance with the
environmental  laws  and  regulations,   including  its  planned  mining  works,
investments,  monitoring systems, waste management control and site restoration.
The plan is  considered  approved if the MEM does not  respond  after 60 days of
filing. If the MEM or an "interested party" can show just cause, the plan may be
modified during first year.

A mining  company  must also  submit a closure  plan for each  component  of its
operations.  The closure plan must  outline the  measures  that will be taken to
protect  the  environment  over the  short,  medium  and long term from  solids,
liquids and gasses generated by the mining works. The General Mining Law of Peru
has in place a system of  sanctions or  financial  penalties  that can be levied
against a mining company not in compliance with the environmental regulations.


                                       16

<page>

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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
final quarter of the fiscal year ended November 30, 2004.



                                     PART II
                                     -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

As of the date of this  report  our  shares of common  stock are  trading on the
National Association of Securities Dealers' OTC Bulletin Board (OTCBB) under the
symbol "BMXI".

We have     shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due in the usual
         course of business; or

2.       our total  assets  would be less than the sum of our total  liabilities
         plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
         shareholders who have  preferential  rights superior to those receiving
         the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

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

OVERVIEW

Our plan of operations  for the twelve months  following the date of this annual
report  is to  complete  initial  exploration  programs  on the  Brookmount  and
Mercedes  properties.  We anticipate  that these  programs will cost $10,000 and
$449,100 respectively.

In addition,  we anticipate  spending $20,000 on professional fees,  $210,000 on
management fees,  $40,000 on travel costs,  $20,000 on promotional  expenses and
$40,000 on other administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$789,100.  We will not be able to proceed with either  exploration  program,  or
meet our administrative expense requirements, without additional financing.

We will not be able to complete the initial exploration  programs on our mineral
properties  without  additional  financing.  We currently do not have a specific

                                       17

<page>

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. We may also seek to obtain short-term loans from our directors,  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.

Results Of Operations For Period Ending November 30, 2004

We did not earn any revenues  during the period ending  November 30, 2004. We do
not  anticipate  earning  revenues  until  such  time  as we have  entered  into
commercial  production of the Brookmount claims or the Mercedes property. We are
presently  in the  pre-exploration  stage of our  business and we can provide no
assurance that we will discover  economic  mineralization  levels of minerals on
either  property,  or if such minerals are  discovered,  that we will enter into
commercial production.

We incurred  operating  expenses  in the amount of $322,261  for the fiscal year
ended November 30, 2004. These operating  expenses  included  consulting fees of
$31,099 and management fees of $152,000.

Our net loss  increased  from $164,407 in fiscal 2003 to $322,261 in fiscal 2004
primarily due to a general increase in company  activity  surrounding our change
of management and the identification,  negotiation and execution of an agreement
to acquire an interest in the Mercedes property.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
stated in their report that they have substantial  doubt that we will be able to
continue as a going concern.

At  November  30,  2004,  we had assets of $56,740 consisting of cash on hand of
$51,103  (2003:  $37,429),  resource  property  cost  advances  of  $Nil  (2003:
$15,130), prepaid expenses of $3,863 (2003: $689),  and capital assets of $1,774
(2003: $Nil). At the same date, we had $101,520 (2003: $63,641)  in  liabilities
consisting  of  accounts  payable  of $43,004 (2003: $12,575) and $58,516 (2003:
$51,066) due to related parties.

                      ITEM 7.  FINANCIAL STATEMENTS


                                       18

<page>






                          BROOKMOUNT EXPLORATIONS INC.

                        (A Pre-exploration Stage Company)

                              FINANCIAL STATEMENTS

                           November 30, 2004 and 2003

                             (Stated in US Dollars)
                             ----------------------







                                       19

<page>



TERRY AMISANO LTD.                                               AMISANO HANSON
KEVIN HANSON, CA                                          CHARTERED ACCOUNTANTS






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders,
Brookmount Explorations Inc.

We have audited the accompanying balance sheets of Brookmount  Explorations Inc.
(A  Pre-exploration  Stage  Company)  as of  November  30, 2004 and 2003 and the
related   statements  of  operations,   cash  flows  and  stockholders'   equity
(deficiency)  for the years ended November 30, 2004 and 2003 and the period from
December 9, 1999 (Date of  Incorporation)  to November 30, 2004. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects, the financial position of Brookmount Explorations Inc. as
of November  30, 2004 and 2003 and the  results of its  operations  and its cash
flows  for the  years  ended  November  30,  2004 and 2003 and the  period  from
December 9, 1999 (Date of  Incorporation)  to November 30, 2004,  in  conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the pre-exploration stage, has
no  established  source of  revenue  and is  dependent  on its  ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the  Company  will  be able  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Vancouver, Canada                                              "AMISANO HANSON"
January 31, 2005                                          Chartered Accountants



750 West Pender Street, Suite 604                    Telephone:  604-689-0188
Vancouver Canada                                     Facsimile:  604-689-9773
V6C 2T7                                              E-MAIL:  amishan@telus.net

                                       20

<page>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           November 30, 2004 and 2003
                             (Stated in US Dollars)

<table>
<caption>
                                    ASSETS                                         2004               2003
                                    ------                                         ----               ----

                                                                           <c>                <c>
Current
    Cash                                                                   $          51,103   $          37,429
    Prepaid expenses                                                                   3,863                 689
    Mineral property costs advances                                                        -              15,130
                                                                           -----------------   -----------------

                                                                                      54,966              53,248

Capital assets - Note 3                                                                1,774                   -
                                                                           -----------------   -----------------

                                                                           $          56,740   $          53,248
                                                                           =================   =================

                                   LIABILITIES

Current
    Accounts payable and accrued liabilities                               $          43,004   $          12,575
    Due to related parties - Note 6                                                   58,516              51,066
                                                                           -----------------   -----------------

                                                                                     101,520              63,641
                                                                           -----------------   -----------------

                            SHAREHOLDERS' DEFICIENCY

Common stock, $0.001 par value - Notes 4 and 5
         200,000,000  shares authorized
          10,284,848  shares issued (November 30, 2003 - 9,708,900)                   10,285               9,709
Additional paid-in capital                                                           498,056             210,658
Stock subscriptions receivable                                                          (100)                  -
Deficit accumulated during the pre-exploration stage                                (553,021)           (230,760)
                                                                           -----------------   -----------------

                                                                                     (44,780)            (10,393)
                                                                           -----------------   -----------------

                                                                           $          56,740   $          53,248
                                                                           =================   =================
</table>
Nature and  Continuance  of  Operations - Note 1
Commitments - Notes 4, 5 and 11
Subsequent Events - Notes 4, 5 and 10






                             SEE ACCOMPANYING NOTES

                                       21

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                             STATEMENT OF OPERATIONS
                 for the years ended November 30, 2004 and 2003
and for the period December 9, 1999 (Date of Incorporation) to November 30, 2004
                             (Stated in US Dollars)
                             ----------------------

<table>
<caption>
                                                                                                   December 9, 1999
                                                                                                       (Date of
                                                                       Years ended                Incorporation) to
                                                                      November 30,                   November 30,
                                                                 2004               2003                 2004
                                                                 ----               ----                 ----

                                                          <c>                <c>                <c>
Expenses
   General and administrative - Note 6                    $         274,482  $         164,407  $            505,242
   Mineral property costs                                            47,779                  -                47,779
                                                          -----------------  -----------------  --------------------

Net loss for the period                                   $        (322,261) $        (164,407) $           (553,021)
                                                          =================  =================  ====================

Basic and diluted loss per share                          $          (0.03)  $          (0.02)
                                                          ================   ================

Weighted average number of shares outstanding                    10,000,151          9,381,509
                                                          =================  =================
</table>











                             SEE ACCOMPANYING NOTES

                                       22

<page>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                 for the years ended November 30, 2004 and 2003
and for the period December 9, 1999 (Date of Incorporation) to November 30, 2004
                             (Stated in US Dollars)
                             ----------------------

<table>
<caption>
                                                                                                   December 9,
                                                                                                       1999
                                                                                                     (Date of
                                                                                                  Incorporation)
                                                                                                        to
                                                                                                   November 30,
                                                                2004                2003               2004
                                                                ----                ----               ----

                                                             <c>              <c>                <c>
Cash Flows from Operating Activities
   Net loss for the period                               $        (322,261)  $        (164,407) $        (553,021)
   Add items not affecting cash:
     Amortization                                                       39                   -                 39
     Capital contributions - Note 9                                      -               2,250             29,250
   Changes in non-cash working capital balances
    related to operations
     Prepaid expenses                                               (3,174)               (689)            (3,863)
     Mineral property costs advances                                15,130             (15,130)                 -
     Accounts payable and accrued liabilities                       30,429              (1,721)            43,004
     Due to related parties                                          7,450              47,486             58,516
                                                         -----------------   -----------------  -----------------

                                                                  (272,387)           (132,211)          (426,075)
                                                         -----------------   -----------------  -----------------


Cash Flows from Investing Activity
   Acquisition of capital assets                                    (1,813)                  -             (1,813)
                                                         -----------------   -----------------  -----------------


Cash Flows from Financing Activity
   Capital stock issued                                            287,874             169,637            478,991
                                                         -----------------   -----------------  -----------------

Increase in cash during the period                                  13,674              37,426             51,103

Cash, beginning of the period                                       37,429                   3                  -
                                                         -----------------   -----------------  -----------------

Cash, end of the period                                  $          51,103   $          37,429  $          51,103
                                                         =================   =================  =================

Supplemental disclosure of cash flow
 information
   Cash paid for:
     Interest                                            $               -   $               -  $               -
                                                         =================   =================  =================

     Income taxes                                        $               -   $               -  $               -
                                                         =================   =================  =================

Non-cash transactions - Note 9
</table>




                             SEE ACCOMPANYING NOTES

                                       23

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
  for the period December 9, 1999 (Date of Incorporation) to November 30, 2004
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                                                              Deficit
                                                                                            Accumulated
                                                                 Additional    Stock         During the
                                                Common Shares      Paid-in  Subscriptions  Pre-exploration
                                          -----------------------
                                             Number     Par Value  Capital    Receivable        Stage           Total
                                             ------     ---------  -------    ----------        -----           -----

                                        <c>         <c>         <c>        <c>            <c>             <c>
Capital stock issued for cash - at $0.001   3,500,000 $    3,500 $       -  $          -   $           -   $        3,500
                                          ----------- ---------- ---------  ------------   -------------     ------------

Balance, as at November 30, 1999            3,500,000      3,500         -             -               -            3,500
Capital stock issued for cash - at $0.002   5,750,000      5,750     5,750             -               -           11,500
                              - at $0.20       32,400         32     6,448             -               -            6,480
Contributions to capital by officers                -          -     9,000             -               -            9,000
Net loss for the year                               -          -         -             -         (31,327)         (31,327)
                                          ----------- ---------- ---------  ------------    -------------   -------------

Balance, as at November 30, 2000            9,282,400      9,282    21,198             -         (31,327)            (847)
Contributions to capital by officers                -          -     9,000             -               -            9,000
Net loss for the year                               -          -         -             -         (17,215)         (17,215)
                                          ----------- ---------- ---------  ------------    -------------   -------------

Balance, as at November 30, 2001            9,282,400      9,282    30,198             -         (48,542)          (9,062)
Contributions to capital by officers                -          -     9,000             -               -            9,000
Net loss for the year                               -          -         -             -         (17,811)         (17,811)
                                          ----------- ---------- ---------  ------------    -------------   -------------

Balance, as at November 30, 2002            9,282,400      9,282    39,198             -         (66,353)         (17,873)
Capital stock issued for cash- at $0.25       176,500        177    43,948             -               -           44,125
                             - at $0.50       250,000        250   125,262             -               -          125,512
Contributions to capital by officers                -          -     2,250             -               -            2,250
Net loss for the year                               -          -         -             -        (164,407)        (164,407)
                                          ------------ --------- ---------  ------------    -------------   -------------

Balance, as at November 30, 2003            9,708,900      9,709   210,658             -        (230,760)         (10,393)
Capital stock issued for cash- at $0.50       575,948        576   287,398          (100)              -          287,874
Net loss for the year                               -          -         -             -        (322,261)        (322,261)
                                          ------------ --------- ---------  ------------    -------------   -------------

Balance, as at November 30, 2004           10,284,848 $   10,285 $ 498,056  $       (100)  $    (553,021)  $      (44,780)
                                          ============ ========= =========  =============== =============   =============
</table>





                             SEE ACCOMPANYING NOTES

                                       24

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2004
                             (Stated in US Dollars)


Note 1        Nature and Continuance of Operations
              ------------------------------------

              The Company is a  pre-exploration  stage company.  The Company was
              organized  for the purpose of  acquiring  and  developing  mineral
              properties.  The  Company  has not yet  determined  whether  these
              properties contain reserves that are economically recoverable. The
              recoverability  of  amounts  from  properties   acquired  will  be
              dependent upon the discovery of economically recoverable reserves,
              confirmation of the Company's interest in the underlying property,
              the  ability  of the  Company  to obtain  necessary  financing  to
              satisfy the expenditure  requirements under the property agreement
              and to complete  the  development  of the property and upon future
              profitable production on proceeds for the sale thereof.

              These  financial  statements have been prepared on a going concern
              basis. The Company has a working capital  deficiency of $46,554 as
              of November 30, 2004, has yet to achieve profitable operations and
              has accumulated a deficit of $553,021 since inception. Its ability
              to continue as a going  concern is  dependent  upon the ability of
              the Company to generate profitable operations in the future and/or
              to obtain the  necessary  financing  to meet its  obligations  and
              repay its liabilities arising from normal business operations when
              they come due.  The outcome of these  matters  cannot be predicted
              with any certainty at this time.  These factors raise  substantial
              doubt  that  the  Company  will  be able  to  continue  as a going
              concern. The Company has historically  satisfied its capital needs
              primarily  by  issuing  equity  securities.  Management  plans  to
              continue to provide for its  capital  needs  during the year ended
              November 30, 2004 by the issuance of common stock. These financial
              statements  do not  include  any  adjustments  to the  amounts and
              classification  of assets and  liabilities  that may be  necessary
              should the Company be unable to continue as a going concern.

              The  Company  was  incorporated  under  the  laws of the  State of
              Nevada,  USA on December 9, 1999 and commenced  operations at that
              time.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The  financial  statements  of the Company  have been  prepared in
              conformity with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly  prepared  within  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

                                       25

<page>

Brookmount Explorations Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2004
(Stated in US Dollars) - Page 2
 --------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Pre-exploration Stage Company
              -----------------------------

              The  Company  is a  pre-exploration  stage  company  as defined in
              Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  7
              "Accounting and Reporting by Development Stage  Enterprises".  The
              Company  has  devoted  substantially  all  of its  efforts  to the
              business of  exploration  and  development  of  resource  property
              interests  in  Canada  and  Peru.  All  losses  accumulated  since
              incorporation  have  been  considered  as  part  of the  Company's
              pre-exploration stage activities.

              Capital Assets and Amortization
              -------------------------------

              Capital assets  consists of computer  equipment and is recorded at
              cost. Amortization is provided using the straight-line method over
              three years, the estimated useful life of the equipment.

              Impairment of Long-lived Assets
              -------------------------------

              Capital assets are reviewed for impairment in accordance with SFAS
              No. 144,  "Accounting for the Impairment or Disposal of Long-lived
              Assets",  which was adopted  effective January 1, 2002. Under SFAS
              No.  144,  these  assets are tested  for  recoverability  whenever
              events or changes in  circumstances  indicate that their  carrying
              amounts may not be recoverable. An impairment charge is recognized
              for the  amount,  if any,  which the  carrying  value of the asset
              exceeds the fair value.

              Mineral Properties
              ------------------

              Costs of mineral property acquisition,  exploration,  carrying and
              retaining unproven mineral properties are expensed as incurred.

              Environmental Costs
              -------------------

              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  which do not
              contribute to current or future revenue generation,  are expensed.
              Liabilities  are recorded  when  environmental  assessment  and/or
              remedial  efforts  are  probable,  and the cost can be  reasonable
              estimated.  Generally, the timing of these accruals coincides with
              the earlier of completion of a feasibility  study or the Company's
              commitments to plan of action based on the then known facts.

                                       26

<page>

Brookmount Explorations Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2004
(Stated in US Dollars) - Page 3
 --------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Foreign Currency Translation
              ----------------------------

              Foreign currency  transactions are translated into US dollars, the
              functional and reporting currency, by the use of the exchange rate
              in effect at the date of the  transaction in accordance  with SFAS
              No. 52  "Foreign  Currency  Translation".  Assets and  liabilities
              denominated  in  foreign   currencies  are  translated  into  U.S.
              dollars,  at the rate of  exchange  prevailing  at the time of the
              transaction.  Foreign  currency  transactions  gains or losses are
              included in net loss for the year.

              Basic Loss Per Share
              --------------------

              The Company  reports basic loss per share in accordance  with SFAS
              No. 128  "Earnings  per  Share".  Basic loss per share is computed
              using the weighted average number of shares outstanding during the
              period.

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

              The Company uses the asset and liability  method of accounting for
              income  taxes in  accordance  with SFAS No.  109  "Accounting  for
              Income  Taxes".  Under  this  method,   deferred  tax  assets  and
              liabilities  are  recognized  for  the  future  tax   consequences
              attributable  to  temporary   differences  between  the  financial
              statements carrying amounts of existing assets and liabilities and
              loss  carryforwards  and their respective tax bases.  Deferred tax
              assets  and  liabilities  are  measured  using  enacted  tax rates
              expected  to apply to taxable  income in the years in which  those
              temporary differences are expected to be recovered or settled.

              Fair Value of Financial Instruments
              -----------------------------------

              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash,  accounts payable and accrued  liabilities and
              due to  related  parties  approximate  their fair value due to the
              short-term  maturity of such instruments.  Unless otherwise noted,
              it is  management's  opinion  that the  Company is not  exposed to
              significant  interest or credit risks arising from these financial
              instruments.

              Currency Risk
              -------------

              The  Company  incurs  expenditures  in  Canadian  and US  dollars.
              Consequently,  some assets and liabilities are exposed to Canadian
              dollar foreign currency fluctuations.

              At November 30, 2004, cash of $15,806 (2003:  $17,516) denominated
              in Canadian dollars is included in these financial statements.

                                       27

<page>

Brookmount Explorations Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2004
(Stated in US Dollars) - Page 4
 --------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              New Accounting Standards
              ------------------------

              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 3       Capital Assets
             --------------
<table>
<caption>
                                                                                      2004                                2003
                                                                -------------- ----------------- ----------------    --------------
                                                                                  Accumulated
                                                                     Cost        Amortization          Net                Net
                                                                     ----        ------------          ---                ---
                               
                               <c>            <c>                <c>                <c>
                               Computer equipment               $      1,813   $            39   $         1,774     $            -
                                                                ============   ===============   ===============     ==============
</table>

Note 4        Mineral Properties
              ------------------

              a)  Abitibi West County, Quebec, Canada
                  -----------------------------------

                  The Company acquired five mineral claims located in the Chazel
                  Township,  in the  Province of Quebec.  The claims are in good
                  standing until November 14, 2006.

              b)  Mercedes Property, Junin, Peru
                  ------------------------------

                  Pursuant  to  a  property  acquisition   agreement  dated  for
                  reference  July 3, 2003 and amended on January 24,  2005,  the
                  Company may acquire a 100% interest in 2,611 hectares  located
                  in Central Peru from a director of the Company (the  "Vendor")
                  for  consideration of $22,500 (paid subsequent to November 30,
                  2004) and the  issuance of  5,000,000  common  shares  (issued
                  subsequent to November 30, 2004).  The vendor has directed the
                  Company to issue 2,100,000 of these common shares to two other
                  directors of the Company.

Note 5        Capital Stock - Note 4
              -------------

              Commitments:
              -----------

              Pursuant  to an  offering  memorandum  dated  July 23,  2003,  the
              Company  undertook to sell a minimum of 1,000,000 common shares at
              $0.50 per share.  At  November  30,  2004,  the  Company  had sold
              825,948  common  shares for proceeds of $413,386.  This amount has
              been included in share capital at November 30, 2004.

              Subsequent to November 30, 2004, the Company  received $97,300 for
              194,600 common shares at $0.50 per share pursuant to this offering
              memorandum.

                                       28

<page>

Brookmount Explorations Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2004
(Stated in US Dollars) - Page 5
 --------------------


Note 6        Related Party Transactions - Note 4
              --------------------------

              The Company was charged the following  amounts by directors of the
              Company,  a former  director  and/or  companies  with directors or
              officers in common:
<table>
<caption>
                                                                                                  December 9,
                                                                                                     1999
                                                                                                   (Date of
                                                                                               Incorporation) to
                                                                                                 November 30,
                                                                   2004            2003              2004
                                                                   ----            ----              ----
             
                                               <c>             <c>              <c>
             General and administrative:
               Consulting fees                               $             -  $       3,000   $           3,000
               Management fees                                       152,000        112,000             276,000
                                                             ---------------  -------------   -----------------

                                                             $       152,000  $     115,000   $         279,000
                                                             ===============  =============   =================
</table>
              The charges  were  measured by the  exchange  amount  which is the
              amount agreed upon by the transacting parties.

              Amounts due to related parties of $58,516 (2003 - $51,066) are due
              to directors of the Company or former  directors of the Company in
              respect to unpaid management fees and advances.  These amounts are
              unsecured,  non-interest  bearing and have no  specific  terms for
              repayment.

Note 7        Deferred Tax Assets

              The  significant  components of the Company's  deferred tax assets
              are as follows:
<table>
<caption>
                                                                                     2004             2003
                                                                                     ----             ----
             
                                                                 <c>                <c>
             Deferred tax assets
                      Non-capital loss carryforwards                           $      188,027    $       78,458
             Valuation allowance for deferred tax assets                             (188,027)          (78,458)
                                                                               --------------    --------------

                                                                               $            -    $            -
                                                                               ==============    ==============
</table>
              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income tax loss  carryforwards  which is more
              likely than not to be realized from future operations. The Company
              has provided an allowance of 100% against all available income tax
              loss  carryforwards,  regardless of their time of expiry, as it is
              more likely than not that all of the  deferred tax assets will not
              be realized.

                                       29

<page>

Brookmount Explorations Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2004
(Stated in US Dollars) - Page 6
 --------------------

Note 8        Income Taxes
              ------------

              No provision for income taxes has been provided in these financial
              statements  due to the net loss. At November 30, 2004, the Company
              has net operating loss  carryforwards,  which expire commencing in
              2019 totalling approximately $553,021.

Note 9        Non-cash Transactions
              ---------------------

              Investing  and  financing  activities  that do not  have a  direct
              impact on current  cash flows are excluded  from the  statement of
              cash flows.  Directors  and officers of the Company have  provided
              certain  administrative  services at no charge.  The fair value of
              these services has been credited to additional  paid-in capital as
              follows:
<table>
<caption>
                                                                                                 December 9,
                                                                                                    1999
                                                                                                  (Date of
                                                                                              Incorporation) to
                                                                                                November 30,
                                                               2004             2003                2004
                                                               ----             ----                ----
                   
                                     <c>               <c>               <c>
                   Management fees                       $             -   $         1,500  $            19,500
                   Rent                                                -               600                3,600
                   Telephone                                           -               150                6,150
                                                         ---------------   ---------------  -------------------

                                                         $             -   $         2,250  $            29,250
                                                         ===============   ===============  ===================
</table>
              These transactions were excluded from the statement of cash flows.

Note 10       Subsequent Events - Notes 4 and 5
              -----------------

              Subsequent to November 30, 2004, the Company's  common stock began
              trading on the Over-The-Counter Bulletin Board.

Note 11       Commitment

              On October 28,  2004,  the Company  entered  into an office  lease
              agreement  for the head  office in  Vancouver,  Canada.  The lease
              requires  monthly  payments of CDN$1,200  per month  commencing on
              January 1, 2005 and has a term of thirteen months.

                                       30

<page>


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

We  have  no  changes  in  and  disagreement  with our accountants on accounting
financial disclosure


ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2004  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that information that we are required to disclosed in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

                                       31

<page>

                              PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Name             Age    Position with Registrant     Served as a Director
                                                     or Officer Since

Peter Flueck      55     President and Director           March 21, 2003

Zaf Sungur        51     Chief Operating Officer          April 15, 2003
                         Secretary, Treasurer and
                         Director

Victor Stilwell   53     Vice-President and Director      March 21, 2003


The following  describes the business  experience of the Company's directors and
executive officers, including other directorships held in reporting companies:

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.

Peter Flueck

Mr.  Flueck  brings  to  the  Company  a  wealth  of experience, not only in the
resource sector, but with extensive experience in Peru as well.  He is presently
the President and sole shareholder of Grand Combe Developments Ltd.,  a Canadian
development  company  based in Edmonton, Alberta.   He  has  recently  been  the
President  of   several  mining  companies  based  in  Peru,   including  Blower
Investments  A.V.V.,  Condor  Resources  A.V.V.  Aruba,  the Recursos Mineros El
Dorado and the Minera El Serrano, Peru.

He was also involved in the acquisition of several key mining properties in Peru
and headed up a series of  negotiations  with mining  concerns there in order to
raise investor capital and to initiate the development of the Mercedes  property
in Peru.  Prior to his involvement  within the mining  industry,  Mr. Flueck was
Vice  President  of  Western  Timber  Export  Ltd.,  an  Alberta-based   company
specializing in harvesting, sawmill production, pipeline contracting, production
sales and  contract  bidding.  He has been a  successful,  self-employed  cattle
rancher.

Zaf Sungur

Mr.  Sungur  has  over  twenty  years  experience  in real  estate  development,
planning, project management and marketing. Prior to joining the Company, he has
been working as a business consultant to clients,  streamlining their businesses
to achieve increased  efficiencies.  For a ten-year period prior to that, he was

                                       32

<page>

the President of Pan Pacific  Investments,  which  specialized in all aspects of
real estate development,  project management and business consulting. Mr. Sungur
was also  President  of  Sunmark  International  marketing,  a company  based in
Vancouver, British Columbia that marketed a range of Asian consumer products. He
created a network of over 50 sales  representatives  to cover the United States,
the United Kingdom,  Holland,  Germany, Italy and France, and initiated a system
of offshore  manufacturing  to  dramatically  reduce  costs.  Mr. Sungur holds a
Business  Degree  (Bachelor of  Commerce),  has  extensive  experience  in North
American,  Asian and European business negotiations and is fluent in English and
Turkish. He will be responsible for the operations of the Company as it proceeds
with its mining projects in Peru and Quebec.

Vic Stilwell

Mr.  Stillwell  is the  principal  of a major  sales  agency  based in  Calgary,
Alberta,  which for the past twenty-five  years has focused on representing such
companies as Hitachi,  Panasonic, Magic Chef appliances and Flexsteel Furniture.
His  company has grown  successfully  through the years due to its focus on high
quality products and after-sales service.

He has also been a key figure in the  development of commercial and  residential
real estate  projects in La Paz,  Mexico,  planning  several major  projects and
providing serviced lots to potential residents and commercial concerns.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended November 30, 2004 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                       Number       Transactions    Known Failures
    Name and           Of late      Not Timely      to file a
Principal position     Reports       Reported        Required Form
------------------     -------      ------------    --------------

Peter Flueck              0              0                1
Zaf Sungur                0              0                1
Victor Stilwell           0              0                1


                                       33

<page>

ITEM 10.  EXECUTIVE COMPENSATION


The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended November 30, 2004.

<table>
<caption>
                                Annual Compensation                             Long Term Compensation
                                -------------------                             ----------------------

                                                                         Restricted
                                                          Other Annual   Stock           Options/   LTIP         All Other
Name           Title            Year    Salary   Bonus    Compensation   Awarded         SARs (#)   payouts ($)  Compensation
----           -----            ----    ------   -----    ------------   -------         --------   -----------  ------------

            <c>              <c>     <c>       <c>      <c>            <c>             <c>        <c>          <c>
Peter          President        2004    $48,000     0        0              0               0          0            0
Flueck
Zaf            COO, Secretary/  2004    $48,000     0        0              0               0          0            0
Sungur         Treasurer

Victor         Vice-President   2004    $48,000     0        0              0               0          0            0
Stilwell
</table>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our shares of common  stock at November  30, 2004 by (i) each person known by us
to be the beneficial  owner of more than 5% of our outstanding  shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our  directors and  executive  officers as a group.  Each person named in the
table,  has sole voting and investment power with respect to all shares shown as
beneficially  owned by such person and can be contacted at our executive  office
address.

                      NAME OF           SHARES OF
TITLE OF CLASS   BENEFICIAL OWNER     COMMON STOCK     PERCENT OF CLASS
--------------   ----------------     ------------     ----------------

   Common        Peter Flueck          4,825,000            31.57%
                 18912-121 Ave. N.W.
                 Edmonton, Alberta
                 T5V 1R3

   Common        Victor Stillwell      1,680,000            10.99%
                 16 Douglas Woods Park S.E.
                 Calgary, Alberta
                 T2Z 2K6

   Common        Zaf Sungur            1,365,000             8.93%
                 2005 - 837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6


                 DIRECTORS AND         7,870,000            51.49%
                 OFFICERS AS A
                 GROUP CONSISTING
                 OF THREE PEOPLE

                                       34

<page>

As of the date of this annual report,  we have 15,284,848 shares of common stock
issued and outstanding.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended  November 30, 2004,  we paid or accrued  $48,000 in
management fees to each of the following individuals:

     o  Peter Flueck, our president;
     o  Zaf Sungur, our COO,secretary and treasurer; and
     o  Victor Stilwell, our vice-president.

During the fiscal year 2003,  the Company  entered  into an  agreement  with its
president,  Peter  Flueck,  whereby  the  Company  has agreed to purchase a 100%
interest in six mineral concessions comprising a total of 2,550 hectares located
in Ahuigrande Parish,  Comas District,  Concepcion Province of the Department of
Junin,  Peru.  Pursuant to the  agreement,  as amended,  the Company  must issue
5,000,000 shares of common stock (issued subsequent to November 30, 2004) to the
directors of the Company and pay $22,500 (paid subsequent to November 30, 2004)
to Peter Flueck.

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

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

                              PART IV

Exhibits
--------

  3.1     Charter and By-Laws*
 10.1     Mineral Property Purchase Agreement
 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   *       Filed as an exhibit to our registration statement on Form
           10-KSB dated December 27, 2000

                                       36

<page>

Reports on Form 8-K
-------------------

We did not file any reports on Form 8-K during the last quarter of 2004.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current principal accountants,  Amisano Hanson, Chartered Accountants billed
the following fees for the services indicated.


                    Fiscal year ended          Fiscal year ended
                    November 30, 2004          November 30, 2003

Audit fees               $8,934                    $5,500*
Audit-related fees       $6,189                       Nil
Tax fees                   Nil                        Nil
All other fees             Nil                        Nil

* includes an accrual for audit fees

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our audit  committee's  policy  is to  pre-approve  all  audit  and  permissible
non-audit services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.
Under our audit  committee's  policy,  pre-approval  is  generally  provided for
particular  services or  categories  of services,  including  planned  services,
project  based  services  and  routine  consultations.  In  addition,  the audit
committee may also pre-approve  particular services on a case-by-case basis. Our
audit committee approved all services that our independent  accountants provided
to us in the past two fiscal years.

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Brookmount Explorations Inc.


By          /s/ Peter Flueck
            -------------------------
            Peter Flueck
            President, CEO & Director
            Date: February 25, 2005

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

                                       36

<page>

By          /s/ Peter Flueck
            ----------------
            Peter Flueck
            President, CEO & Director
            Date: February 25, 2005

By          /s/ Zaf Sungur
            ---------------
            COO, Secretary, Treasurer, Principal
            Accounting Officer and Director
            Date: February 25, 2005

By          /s/ Victor Stilwell
            Vice-President and Director
            Date: February 25, 2005