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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, 2005
                                      -------------------

                                 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  [  ]

<page>

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. [ ]

Indicate by check mark whether the  registrant is a  shell  company (as  defined
in Rule 12b-2 of the Exchange  Act).  Yes [  X  ]   No [    ]

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.)

                       $3,153,230 as at February 27, 2006
                       ----------------------------------

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

            21,710,711 shares of common stock as at February 27, 2006
         ----------------------------------------------------------------


<page>


                         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                    19

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                         36

ITEM 8A. CONTROLS AND PROCEDURES                                        36

PART III
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTOERS AND CONTROL PERSONS  37

ITEM 10. EXECUTIVE COMPENSATION                                         39

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL                        39
         OWNERS AND MANAGEMENT

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 40

ITEM 13. EXHIBITS AND REPORTS                                           41

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                         41

         SIGNATURES                                                     42


<page>


                                 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".

Subsequent to November 30, 2005, the Company's  shares were listed on the Berlin
Stock  Exchange  under the symbol "B6P".  The Company also filed an  application
with the Frankfurt Stock Exchange.

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, 2005, there were 16,768,685 shares outstanding.

The Company  commenced  operations as an  exploration  stage company  during the
fiscal year ended November 30, 2005.

The Company owns an interest in five mineral  claims located in Quebec which are
known as the  Brookmount  claims.  During the year ended  November  30, 2005 the
Company completed a mineral property purchase  agreement,  as amended,  with Mr.
Peter  Flueck  dated  January  24,  2005,  and  acquired 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.

In addition,  during the year ended  November 30, 2005,  the Company  acquired a
right to purchase a 100% interest in the Mooseland  property  located in Halifax
County Nova  Scotia  pursuant to a binding  letter of  agreement  dated June 14,
2005. In September  2005,  the Company had withdrawn  its  participation  in the
Mooseland  Property  project and forfeited the right to purchase a 100% interest
in the property.


Subsequent to November 30, 2005, Brookmount signed a Letter of Intent to acquire
56% interest in the Rock Creek  Property by acquiring  722161 BC Ltd., a private
corporation,  the owner of the interest in the Rock Creek Property. The property
located  approximately  10  kilometers  southeast  of Rock  Creek,  B.C.  in the
Greenwood Mining Division.

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.

                                       4

<page>

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.

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

Subsequent  to November 30, 2005,  Brookmount  filed an  application  to acquire
additional 500 hectares of land at the Mercedes 100 property.

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.

                                       5

<page>

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.

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 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.

                                       6

<page>

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:

-  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

-  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.

-  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
                                                                ========


In January 2006 we have completed a $400,000 private  placement of the Company's
restricted common stock to finance our exploration program.


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.

                                       7

<page>

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.

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.

Repeat of above paragraphs

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 100 F Street NE, 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 files its periodic reports
electronically  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.

                                       8

<page>

The Company's internet address is www.brookmount.com

Research and Development Expenditures

We did not incur any research  and  development  expenditures  during the fiscal
year ended November 30, 2005.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.


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,
2005,  we had  cash in the  amount  of  $20,447.  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.

                                       9

<page>

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
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.

                                       10

<page>

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.

BECAUSE OUR DIRECTORS  OWN 53.15% OF OUR  OUTSTANDING  COMMON STOCK,  THEY COULD
MAKE  AND  CONTROL  CORPORATE  DECISIONS  THAT MAY BE  DISADVANTAGEOUS  TO OTHER
MINORITY SHAREHOLDERS.

Our directors own approximately  51.15% 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,  2005,  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.

                                       11

<page>

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.

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.

                                       12

<page>

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.

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:

                                       13

<page>

-        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:

                                                         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.

                                       14

<page>

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.

                                       15

<page>

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:

  -  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

  -  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.

  -  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.

All of the above relating to Mercedes is a repeat of info  included  earlier. Is
this required in both places?


                                       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" and on the Berlin Stock Exchange under the symbol "B6P".

We have 248 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 program on the Mercedes 100 property.
We anticipate  that this program will cost  approximately  $450,000.  In January
2006 we have completed a $400,000 private placement of the Company's  restricted
common stock to finance our exploration program.

In addition,  we anticipate  spending $30,000 on professional fees,  $240,000 on
management fees,  $60,000 on travel costs,  $30,000 on promotional  expenses and
$40,000 on other administrative expenses.

                                       17

<page>

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$850,000.  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
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, 2005
---------------------------------------------------------
We did not earn any revenues  during the period ending  November 30, 2005. 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 $2,510,579 (2004:  $322,261) for
the fiscal year ended  November 30, 2005. The  substantial  increase in net loss
was due to the issue of 5,000,000  shares of common stock at a recorded value of
$2,000,000 in connection  with the completion of our acquisition of the Mercedes
property.

These shares were issued to our directors and officers in the following amounts:

        Peter Flueck                                         2,900,000
        Zaf Sungur                                           1,050,000
        Victor Stillwell                                     1,050,000

In addition we incurred $196,947 in mineral property costs during the year ended
November  30,  2005.  General and  administrative  expenses for the period ended
November 30, 2005 were  comparable to those  incurred in the same period in 2004
($313,632 versus $274,482).


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,  2005,  we had assets of $70,306 consisting of cash on hand of
$20,447  (2004:  $51,103),  resource  property  cost  advances of $43,617 (2004:
$Nil), prepaid expenses of $5,000 (2004: $3,863),  and capital assets of  $1,242
(2004: $1,774). At the same date, we had $91,739 (2004: $101,520) in liabilities
consisting  of  accounts  payable  and  accrued  liabilities  of  $33,223 (2004:
$43,004) and $58,516 (2004: $58,516) due to related parties.

                                       18

<page>

ITEM 7.  FINANCIAL STATEMENTS


                          BROOKMOUNT EXPLORATIONS INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                           NOVEMBER 30, 2005 and 2004





REPORT OF INDEPENDENT REIGISTERED PUBLIC ACCOUNTING FIRM
           BALANCE SHEETS
           STATEMENTS OF OPERATIONS
           STATEMENTS OF CASH FLOWS
           STATEMENT OF STOCKHOLDERS' EQUITY
           NOTES TO THE FINANCIAL STATEMENTS

                                       19

<page>
<TABLE>
<CAPTION>
<S>                      <C>                       <C>                        <C>
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
-------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]
</TABLE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------
To the Stockholders and Board of Directors of Brookmount Explorations Inc.:

We have audited the  accompanying  balance sheet of Brookmount  Explorations Inc
(An  Exploration  Stage  Company)  as of  November  30,  2005  and  the  related
statements of operations,  stockholders' equity and cash flows for the year then
ended and the period from  inception  on December 9, 1999 to November  30, 2005.
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 audit.  The financial  statements of  Brookmount  Explorations  Inc as at
November  30,  2004 and 2003 and for the years then  ended and the  period  from
inception  on  December  9, 1999 to  November  30,  2004 were  audited  by other
auditors whose report dated January 31, 2005 included an  explanatory  paragraph
regarding the Company's  ability to continue as a going  concern.  The financial
statements  for the period from December 9, 1999 (date of inception) to November
31, 2004 reflect a net loss of $553,021 of the related  cumulative  totals.  The
other auditors' report has been furnished to us, and our opinion,  insofar as it
relates to amounts  included for such periods,  is based solely on the report of
such auditors.

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

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company,  as of November 30, 2005, and
the results of its operations,  cash flows and changes in  stockholders'  equity
for the year then  ended  and for the  period  from  December  9, 1999  (date of
inception)  to  November  30,  2005,  in  conformity  with  generally   accepted
accounting principles used in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  to date the Company has not  generated any revenues from
operations and requires  additional  funds to meet its  obligations and fund the
costs of its  operations.  These  factors  raise  substantial  doubt  about  the
Company's  ability to continue as a going  concern.  Management's  plans in this
regard are  described  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                             "Dale Matheson Carr-Hilton LaBonte"
                                                      CHARTERED ACCOUNTANTS
Vancouver, Canada
February 10, 2006

                                       20

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS
                           November 30, 2005, and 2004
<table>
<caption>
                                                                                     2005                2004
                                                                                     ----                ----
                                                   ASSETS

                                                                          <c>                  <c>
Current assets
    Cash                                                                     $          20,447   $          51,103
    Prepaid expenses                                                                     5,000               3,863
    Advances - Note 3                                                                   43,617                   -
                                                                             -------------------- -----------------

                                                                                        69,064              54,966

Capital assets - Note 4                                                                  1,242               1,774
                                                                             -----------------   -----------------

                                                                             $          70,306   $          56,740
                                                                             =================   =================

                                                     LIABILITIES

Current liabilities
    Accounts payable and accrued liabilities                                 $          33,223   $          43,004
    Due to related parties - Note 7                                                     58,516              58,516
                                                                             -----------------   -----------------

                                                                                        91,739             101,520
                                                                             -----------------   -----------------

                                                STOCKHOLDERS' DEFICIT

Common stock, $0.001 par value - Note 6
         200,000,000  shares authorized
          16,768,685  shares issued (2004 - 10,284,848)                                 16,768              10,285
Additional paid-in capital                                                           3,031,999             498,056
Stock subscriptions receivable                                                          (6,600)               (100)
Deficit accumulated during the exploration stage                                    (3,063,600)           (553,021)
                                                                             -----------------   -----------------

                                                                                       (21,433)            (44,780)
                                                                             ------------------  -----------------

                                                                             $          70,306   $          56,740
                                                                             =================   =================
</table>
Going Concern - Note 1
Subsequent event - Note 10


                             SEE ACCOMPANYING NOTES

                                       21

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS
<table>
<caption>
                                                                                           December 9, 1999
                                                         Year               Year               (Date of
                                                        ended              ended            Inception) to
                                                     November 30,       November 30,         November 30,
                                                         2005               2004                 2005
                                                         ----               ----                 ----

                                               <c>                <c>                 <c>
Expenses
   General and administrative   - Note 7          $         313,632  $         274,482  $            818,874
   Mineral property costs       - Note 5                  2,196,947             47,779             2,244,726
                                                  -------------------------------------------------------------
Net loss for the year                             $      (2,510,579) $        (322,261) $         (3,063,600)
                                                  =================  =================  ====================

Basic loss per share                              $          (0.17)  $          (0.03)
                                                  =================  =================

Weighted average number of shares outstanding
                                                        14,880,769        10,100,151
                                                  =================  =================
</table>


                             SEE ACCOMPANYING NOTES

                                       22

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
<table>
<caption>
                                                                                                   December 9,
                                                                                                       1999
                                                                                                     (Date of
                                                                Year                Year            Inception)
                                                                ended              ended                to
                                                            November 30,        November 30,       November 30,
                                                                2005                2004               2005
                                                                ----                ----               ----

                                                       <c>                 <c>                <c>
Cash Flows from Operating Activities
   Net loss for the year                                 $      (2,510,579)  $        (322,261) $      (3,063,600)
   Add items not affecting cash:
     Amortization                                                      532                  39                571
     Capital contributions                                               -                   -             29,250
     Mineral property costs                                      2,150,000                              2,150,000
   Changes in non-cash working capital balances
    related to operations
     Prepaid expenses                                               (1,137)             (3,174)            (5,000)
     Accounts payable and accrued liabilities                       (9,781)             30,429             33,223
     Due to related parties                                              -               7,450             58,516
                                                         -----------------   -----------------  -----------------

                                                                  (370,965)           (287,517)          (797,040)
                                                         -----------------   -----------------  -----------------


Cash Flows from(used) in  Investing Activities
Acquisition advances                                               (43,617)             15,130            (43,617)
Acquisition of capital assets                                            -              (1,813)          (  1,813)
                                                         -----------------   ------------------ -----------------
                                                                   (43,617)             13,317            (45,430)

Cash Flows from Financing Activities
   Capital stock issued                                            383,926             287,874            862,917
                                                         -----------------   -----------------  -----------------

Increase (decrease) in cash during the year                        (30,656)             13,674             20,447

Cash, beginning of the year                                         51,103              37,429                  -
                                                         -----------------   -----------------  -----------------

Cash, end of the year                                    $          20,447   $          51,103  $          20,447
                                                         =================   =================  =================

Supplemental Disclosure of Cash Flow
 Information
   Cash paid for:
     Interest                                            $               -   $               -  $               -
                                                         =================   =================  =================

     Income taxes                                        $               -   $               -  $               -
                                                         =================   =================  =================
</table>
Non-cash transactions - Note 8


                             SEE ACCOMPANYING NOTES

                                       23

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
             for the period December 9, 1999 (Date of Inception) to
                                November 30, 2005
<table>
<caption>
                                                                                                                        Deficit
                                                                                                                      Accumulated
                                                                           Additional    Stock        During the
                                                        Common Shares      Paid-in   Subscriptions   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>
   ...Cont'd

                             SEE ACCOMPANYING NOTES

                                       24

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
             for the period December 9, 1999 (Date of Inception) to
                                November 30, 2005
<table>
<caption>
                                                                                                               Deficit
                                                                                                             Accumulated
                                                                                   Additional     Stock       During the
                                                                   Common Shares   Paid-in    Subscriptions  Exploration
                                                           ------------------------
                                                             Number    Par Value    Capital    Receivable       Stage       Total
                                                             ------    ---------    -------    ----------       -----       -----

                                                         <c>        <c>          <c>        <c>              <c>        <c>
Capital stock issued for cash           - at $0.21          100,000          100     21,130           -              -     21,230
Capital stock issued for cash           - at $0.25          200,000          200     46,300           -              -     46,500
Capital stock issued for cash     - at $0.35                134,100          134     46,867      (6,500)             -     40,501
Capital stock issued for cash     - at $0.40                 62,500           63     24,937           -              -     25,000
Capital stock issued for cash     - at $0.50                411,190          411    205,184           -              -    205,595
Capital stock issued for cash     - at $0.56                 35,714           35     19,965           -              -     20,000
Capital stock issued for cash     - at $0.60                 10,333           10      6,190           -              -      6,200
Capital stock issued for cash     - at $0.63                 30,000           30     18,870           -              -     18,900
Capital stock issued for mineral property   - at $0.40    5,000,000        5,000  1,995,000           -              -  2,000,000
Capital stock issued for mineral property - at $0.30        500,000          500    149,500           -              -    150,000
Net loss for the year                                             -            -          -           -     (2,510,579)(2,510,579)
                                                       ------------- ------------ ----------  ----------- ------------ -----------

Balance, as at  November 30, 2005                        16,768,685 $     16,768 $3,031,999  $   (6,600)  $ (3,063,600) $ (21,433)
                                                       ============= ============ ==========  =========== ============= ==========
</table>


                             SEE ACCOMPANYING NOTES

                                       25

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005


Note 1        Nature of Continued Operations and Basis of Presentation
              --------------------------------------------------------
              The  Company is an  exploration  stage  company.  The  Company was
              organized for the purpose of acquiring,  exploring and  developing
              mineral properties.  The recoverability of amounts from properties
              acquired  will  be  dependant  upon   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.

              Going Concern
              -------------
              The  financial  statements  have been  prepared  on the basis of a
              going concern which contemplates the realization of assets and the
              satisfaction of liabilities in the normal course of business.  The
              Company has a working  capital  deficiency  of $22,675 at November
              30, 2005 and has incurred losses since inception of $3,063,600 and
              further losses are  anticipated in the  development of its mineral
              properties  raising  substantial doubt as to the Company's ability
              to  continue  as a going  concern.  The  ability of the Company to
              continue as a going  concern is  dependent  on raising  additional
              capital to fund ongoing exploration and development and ultimately
              on  generating  future  profitable  operations.  The Company  will
              continue to fund operations with advances,  other debt sources and
              further equity placements.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United  States of  America  and are  presented  in  United  States
              dollars.

              Exploration Stage Company
              -------------------------
              The Company complies  with  Financial  Accounting  Standards Board
              Statement  No.  7  its  characterization  of  the  Company  as  an
              exploration stage enterprise.

                                       26

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

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

              Mineral Property
              ----------------
              Mineral property  acquisition,  exploration and development  costs
              are expensed as incurred until such time as economic  reserves are
              quantified.  To date the Company has not established any proven or
              probable  reserves  on its  mineral  properties.  The  Company has
              adopted  the  provisions  of SFAS No.  143  "Accounting  for Asset
              Retirement   Obligations"  which  establishes  standards  for  the
              initial  measurement  and subsequent  accounting  for  obligations
              associated  with  the  sale,  abandonment,  or other  disposal  of
              long-lived   tangible   assets   arising  from  the   acquisition,
              construction  or  development  and for normal  operations  of such
              assets.  The  adoption of this  standard  has had no effect on the
              Company's  financial  position  or  results of  operations.  As at
              January 31, 2006,  any potential  costs relating to the retirement
              of the  Company's  mineral  property  interest  has not  yet  been
              determined.

              Use of Estimates and Assumptions
              --------------------------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of  revenues  and  expenses  during the  period.
              Actual results could differ from those estimates.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency  Translation",  foreign denominated monetary
              assets and  liabilities  are  translated  into their United States
              dollar equivalents using foreign exchange rates which prevailed at
              the balance  sheet date.  Revenue and expenses are  translated  at
              average  rates of  exchange  during  the  year.  Gains  or  losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of cash and  accounts  payable  and  accrued
              liabilities  approximates  their fair  value  because of the short
              maturity  of these  instruments.  Unless  otherwise  noted,  it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              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,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  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.

                                       27

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

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

              Income Taxes
              ------------
              The Company follows the liability  method of accounting for income
              taxes.   Under  this  method,   deferred  income  tax  assets  and
              liabilities  are  recognized  for the estimated  tax  consequences
              attributable  to  differences   between  the  financial  statement
              carrying values and their  respective  income tax basis (temporary
              differences).  The  effect  on  deferred  income  tax  assets  and
              liabilities  of a change in tax rates is  recognized  in income in
              the period that includes the enactment date.

              At November 30, 2005 a full deferred tax asset valuation allowance
              has been  provided  and no  deferred  tax asset  benefit  has been
              recorded.

              Basic and Diluted Loss Per Share
              --------------------------------
              Basic  earnings  (loss)  per share  includes  no  dilution  and is
              computed   by  dividing   income   (loss)   available   to  common
              stockholders  by the  weighted  average  number of  common  shares
              outstanding  for the period.  Dilutive  earnings  (loss) per share
              reflect the potential  dilution of securities  that could share in
              the earnings of the Company. Because the Company does not have any
              potentially dilutive securities,  the accompanying presentation is
              only of basic loss per share.

              Stock-based Compensation
              ------------------------
              In  December  2002,  the  Financial   Accounting  Standards  Board
              ("FASB") issued Financial Accounting Standard No. 148, "Accounting
              for Stock-Based  Compensation - Transition and Disclosure"  ("SFAS
              No. 148"), an amendment of Financial  Accounting  Standard No. 123
              "Accounting for Stock-Based  Compensation"  ("SFAS No. 123").  The
              purpose of SFAS No. 148 is to: (1) provide  alternative methods of
              transition  for an entity  that  voluntarily  changes  to the fair
              value  based  method  of  accounting  for   stock-based   employee
              compensation,  (2)  amend the  disclosure  provisions  to  require
              prominent  disclosure  about the effects on reported net income of
              an  entity's   accounting   policy   decisions   with  respect  to
              stock-based employee  compensation,  and (3) to require disclosure
              of those effects in interim financial information.

              The  Company  has  elected to  account  for  stock-based  employee
              compensation  arrangements  in accordance  with the  provisions of
              Accounting  Principles Board Opinion No. 25, "Accounting for Stock
              Issued  to  Employees",   ("APB  No.  25")  and  comply  with  the
              disclosure  provisions  of SFAS No. 123 as amended by SFAS No. 148
              as described  above. In addition,  in accordance with SFAS No. 123
              the  Company   will  apply  the  fair  value   method   using  the
              Black-Scholes  option-pricing  model  in  accounting  for  options
              granted to consultants. Under APB No. 25, compensation expense for
              employees is recognized  based on the  difference,  if any, on the
              date of grant  between the  estimated  fair value of the Company's
              stock and the amount an  employee  must pay to acquire  the stock.
              Compensation  expense is recognized  immediately for past services
              and pro-rata for future services over the  option-vesting  period.
              To  January  31,  2006,  the  Company  has not  granted  any stock
              options.

                                       28

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

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

              Stock-based Compensation - (cont'd)
              -----------------------------------
              The Company accounts for equity instruments issued in exchange for
              the  receipt of goods or  services  from other than  employees  in
              accordance  with SFAS No. 123 and the  conclusions  reached by the
              Emerging Issues Task Force ("EITF") in Issue No. 96-18.  Costs are
              measured at the estimated  fair market value of the  consideration
              received  or the  estimated  fair value of the equity  instruments
              issued, whichever is more reliably measurable. The value of equity
              instruments issued for consideration  other than employee services
              is  determined  on the  earliest of a  performance  commitment  or
              completion of  performance by the provider of goods or services as
              defined by EITF 96-18.

              The  Company  has also  adopted the  provisions  of the  Financial
              Accounting  Standards Board  Interpretation No. 44, Accounting for
              Certain   Transactions   Involving   Stock   Compensation   -   An
              Interpretation  of APB Opinion No. 25 ("FIN 44"),  which  provides
              guidance as to certain applications of APB 25. FIN 44 is generally
              effective  July 1,  2000  with the  exception  of  certain  events
              occurring after December 15, 1998.

              To November 30, 2005, the Company has not issued any stock options
              and  accordingly  no stock  based  compensation  expense  has been
              recognized.

              Recent Accounting Pronouncements
              --------------------------------
              In December  2004,  the FASB issued  SFAS No. 153,  "Exchanges  of
              Non-monetary  Assets - An  Amendment  of APB Opinion No. 29".  The
              guidance  in APB  Opinion  No. 29,  "Accounting  for  Non-monetary
              Transactions",  is  based  on  the  principle  that  exchanges  of
              non-monetary  assets should be measured based on the fair value of
              the assets  exchanged.  The  guidance  in that  Opinion,  however,
              included certain exceptions to that principle. SFAS No. 153 amends
              Opinion  No.  29  to  eliminate  the  exception  for  non-monetary
              exchanges  of similar  productive  assets and  replaces  it with a
              general exception for exchanges of non-monetary assets that do not
              have commercial substance.  A non-monetary exchange has commercial
              substance  if the future cash flows of the entity are  expected to
              change  significantly as a result of the exchange.  The provisions
              of SFAS No. 153 are effective  for  non-monetary  asset  exchanges
              occurring in fiscal periods  beginning after June 15, 2005.  Early
              application  is permitted  and  companies  must apply the standard
              prospectively.  The  adoption of this  standard is not expected to
              have a material  effect on the Company's  results of operations or
              financial position.

                                       29

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

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

              Recent Accounting Pronouncements - (cont'd)
              -------------------------------------------
              In December  2004,  the FASB issued SFAS No.  123R,  "Share  Based
              Payment".  SFAS 123R is a revision of SFAS No. 123 "Accounting for
              Stock-Based  Compensation",  and  supersedes  APB  Opinion No. 25,
              "Accounting  for  Stock  Issued  to  Employees"  and  its  related
              implementation  guidance.  SFAS 123R establishes standards for the
              accounting  for  transactions  in which an  entity  exchanges  its
              equity  instruments  for  goods  or  services.  It also  addresses
              transactions in which an entity incurs liabilities in exchange for
              goods or services that are based on the fair value of the entity's
              equity instruments or that may be settled by the issuance of those
              equity instruments.  SFAS 123R focuses primarily on accounting for
              transactions  in which an  entity  obtains  employee  services  in
              share-based  payment  transactions.  SFAS 123R does not change the
              accounting  guidance for  share-based  payment  transactions  with
              parties  other than  employees  provided in SFAS 123 as originally
              issued  and  EITF  Issue  No.   96-18,   "Accounting   for  Equity
              Instruments That Are Issued to Other Than Employees for Acquiring,
              or in Conjunction with Selling, Goods or Services". SFAS 123R does
              not address the  accounting for employee  share  ownership  plans,
              which are subject to AICPA Statement of Position 93-6, "Employers'
              Accounting for Employee Stock Ownership Plans". SFAS 123R requires
              a public entity to measure the cost of employee  services received
              in  exchange  for an  award  of  equity  instruments  based on the
              grant-date fair value of the award (with limited exceptions). That
              cost will be  recognized  over the period during which an employee
              is  required to provide  service in  exchange  for the award - the
              requisite  service period (usually the vesting period).  SFAS 123R
              requires  that  the  compensation  cost  relating  to  share-based
              payment transactions be recognized in financial  statements.  That
              cost will be  measured  based on the fair  value of the  equity or
              liability  instruments  issued.  The scope of SFAS 123R includes a
              wide  range of  share-based  compensation  arrangements  including
              share options,  restricted share plans,  performance-based awards,
              share  appreciation  rights,  and employee share  purchase  plans.
              Public  entities  (other  than  those  filing  as  small  business
              issuers)  will be  required  to apply  SFAS  123R as of the  first
              interim or annual  reporting  period  that  begins  after June 15,
              2005.  Public entities that file as small business issuers will be
              required  to  apply  SFAS  123R in the  first  interim  or  annual
              reporting  period that begins after December 15, 2005.  Management
              is  currently  evaluating  the impact,  which the adoption of this
              standard  will have on the  Company's  results  of  operations  or
              financial position.

              The  interpretations in Staff Accounting  Bulletin ("SAB") No. 107
              express  views of the  staff  regarding  the  interaction  between
              Statement  of Financial  Accounting  Standards  Statement  No. 123
              (revised  2004),  Share-Based  Payment  ("Statement  123R"  or the
              "Statement")  and  certain  Securities  and  Exchange   Commission
              ("SEC")  rules and  regulations  and  provide  the  staff's  views
              regarding the valuation of share-based  payment  arrangements  for
              public  companies.  In  particular,  this  SAB  provides  guidance
              related to share-based payment transactions with nonemployees, the
              transition  from  nonpublic  to public  entity  status,  valuation
              methods  (including  assumptions  such as expected  volatility and
              expected term),  the accounting for certain  redeemable  financial
              instruments  issued under share-based  payment  arrangements,  the
              classification  of  compensation   expense,   non-GAAP   financial
              measures,  first-time  adoption  of  Statement  123R in an interim
              period, capitalization of compensation cost related to share-based
              payment  arrangements,  the  accounting  for income tax effects of
              share-based payment  arrangements upon adoption of Statement 123R,
              the modification of employee share options prior to adoption of

                                       30

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

              Statement  123R and  disclosures  in  Management's  Discussion and
              Analysis  ("MD & A")  subsequent to adoption  of  Statement  123R.
              Management is currently  evaluating the impact, which the adoption
              of this standard will have on the Company's  results of operations
              or financial position

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

              Recent Accounting Pronouncements - (cont'd)

              In May 2005,  the FASB  issued SFAS 154,  "Accounting  Changes and
              Error  Corrections".  This Statement  replaces APB Opinion No. 20,
              "Accounting  Changes",  and  SFAS  No.  3,  "Reporting  Accounting
              Changes  in  Interim  Financial   Statements",   and  changes  the
              requirements  for the  accounting for and reporting of a change in
              accounting  principle.  This  Statement  applies to all  voluntary
              changes  in  accounting  principle.   The  Company  believes  this
              Statement  will have no impact on the financial  statements of the
              Company.

              In March  2005,  the  FASB  issued  FASB  Interpretation  No.  47,
              "Accounting  for  Conditional  Asset  Retirement  Obligations,  an
              interpretation   of  FASB  Statement  No.  143"  (FIN  47).  Asset
              retirement  obligations  (AROs) are legal  obligations  associated
              with the  retirement  of  long-lived  assets  that result from the
              acquisition,  construction, development and/or normal operation of
              a long-lived asset, except for certain obligations of lessees. FIN
              47 clarifies that  liabilities  associated  with asset  retirement
              obligations  whose timing or settlement  method are conditional on
              future  events  should be  recorded  at fair value as soon as fair
              value is reasonably  estimable.  FIN 47 also provides  guidance on
              the information  required to reasonably estimate the fair value of
              the  liability.  FIN 47 is intended  to result in more  consistent
              recognition of liabilities relating to AROs among companies,  more
              information  about expected  future cash outflows  associated with
              those obligations stemming from the retirement of the asset(s) and
              more information  about  investments in long-lived  assets because
              additional asset retirement costs will be recognized by increasing
              the carrying amounts of the assets  identified to be retired.  FIN
              47 is effective  for fiscal years ending after  December 15, 2005.
              Management is currently  evaluating the impact, which the adoption
              of this standard will have on the Company's financial statements.

              In November  2005,  FASB issued FSP FAS 115-1 and FAS 124-1,  "The
              Meaning of Other-Than-Temporary  Impairment and Its Application to
              Certain Investments" ("FSP FAS 115-1"), which provides guidance on
              determining when investments in certain debt and equity securities
              are   considered    impaired,    whether   that    impairment   is
              other-than-temporary,  and on measuring such impairment  loss. FSP
              FAS 115-1 also includes  accounting  considerations  subsequent to
              the recognition of an other-than temporary impairment and requires
              certain  disclosures  about  unrealized  losses that have not been
              recognized as other-than-temporary  impairments.  FSP FAS 115-1 is
              required  to be  applied  to  reporting  periods  beginning  after
              December 15, 2005.  The Company is required to adopt FSP FAS 115-1
              in the second quarter of fiscal 2006.  Management  does not expect
              the adoption of this statement will have a material  impact on our
              results  of  operations  or  financial  condition.  Management  is
              currently  evaluating  the  impact,  which  the  adoption  of this
              standard will have on the Company's financial statements.

                                       31

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

Note 3        Advances
              ----------

              On May 13, 2005, the Company signed a "Letter of Agreement" with a
              private  corporation  Jemma Resources  Corp.  ("Jemma") to acquire
              100% of the outstanding capital stock of Jemma.  Significant terms
              contained in the Letter of Agreement  were the  appointment of two
              of Jemma's  directors to the Company's  board of directors,  Jemma
              completing  a debt  financing of $15  million,  and the  Company's
              right  to  elect  not to  proceed  with  the  transaction  thereby
              resulting  in all  advances  made to  Jemma by the  Company  being
              refundable,  and the replacement of the Letter of Agreement with a
              binding contract.  The purchase price consists of 3,000,000 shares
              of common stock of the Company,  3,000,000 share purchase warrants
              at $1.50 per warrant exercisable within 24 months from the date of
              the agreement and approximately  CDN$75,000 in refundable advances
              to secure  an  extension  for the  option  to  purchase  a mineral
              property and for operating costs. During May 2005 two directors of
              Jemma were appointed to the Company's  board of directors.  During
              the year ended  November 30, 2005,  the Company  advanced  $43,617
              (CDN $54,400) pursuant to the Letter of Agreement. At November 30,
              2005 the Letter of  Agreement  had not been  replaced by a binding
              contract   and  Jemma  had  not  raised  the  debt   financing  as
              contemplated in the Letter of Agreement. Accordingly the Company's
              management  decided  not to  proceed  with this  transaction.  The
              decision  was as a  result  of the  Company's  due  diligence  and
              Jemma's inability to raise the agreed financing.  As a result, the
              advances totaling $43,617 became refundable  pursuant to the terms
              of the  Letter of  Agreement.  Although  the  Company  has not yet
              received the funds from Jemma, management believes these funds are
              recoverable because Jemma has expressed its intention to repay the
              Company.

Note 4        Capital Assets
              --------------
<table>
<caption>
                                                                                                 November 30,
                                                   November 30, 2005                                2004
                                          -------------------------------------------------    ------------------
                                                           Accumulated
                                               Cost        Amortization          Net                  Net

                                     <c>             <c>             <c>                  <c>
           Computer equipment           $      1,813   $           571   $         1,242     $        1,774
                                         ============   ===============   ===============     ==============
</table>

Note 5        Mineral Properties

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

              During 2003 the Company  acquired five mineral  claims located  in
              the Chazel Township, in the Province of  Quebec  for  $48,079. The
              claims are in good standing until November 14, 2006.

                                       32

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

Note 5        Mineral Properties (continued)
              ------------------------------
              b)  Mercedes Property, Junin, Peru
                  ------------------------------
                  Pursuant  to a property  acquisition  agreement  dated July 3,
                  2003 and amended on January 24, 2005,  the Company  acquired 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) and the  issuance of 5,000,000  common  shares
                  valued at $0.40 per share  (issued).  The  property is held in
                  trust by the Vendor for the  Company.  Upon  request  from the
                  Company the title will be recorded in the name of the Company.
                  At November  30, 2005 the title of this  property has not been
                  recorded in the name of the Company.

              c)  Mooseland Property, Nova Scotia, Canada
                  ---------------------------------------
                  Pursuant to a binding letter of agreement dated June 14, 2005,
                  the Company  acquired a right to  purchase a 100%  interest in
                  the Mooseland  property  located in Halifax County Nova Scotia
                  for consideration of:

                  (1) $250,000 payable by July 1, 2005 (not paid),
                  (2) $750,000 payable by September 30, 2005 (not paid);
                  (3)  500,000  restricted  common  shares of the  Company.  The
                  Company  issued the common stock  pursuant to the agreement on
                  August 12, 2005 and  recorded  the fair value of the shares on
                  the date of issue at $0.30 per share, or $150,000 as a mineral
                  property  expense in the  statement of  operations  during the
                  year ended  November  30,  2005.;  and (4) a 1.5% Net  Smelter
                  Royalty.

                  In September 2005, the Company had withdrawn its participation
                  in the Mooseland  Property  project and forfeited the right to
                  purchase a 100 % interest in the property.  The decision was a
                  result of the Company's due diligence and Jemma's inability to
                  raise the agreed financing.  As a result, the advances made on
                  the acquisition, totaling $43,617, became refundable (See note
                  3) and the Company has no further  obligation for any payments
                  pursuant to the terms of the Letter of Agreement.

Note 6        Capital Stock
              -------------
              During the year ended November 30, 2005 the Company issued 983,837
              (2004:$575,948)  common  shares  for  cash  proceeds  of  $383,926
              (2004:$287,874).  During the year ended  November  30,  2005,  the
              Company issued  5,000,000  common shares valued at $0.40 per share
              pursuant to the Mercedes Property acquisition agreement and issued
              500,000  common shares  valued at $0.30 per share  pursuant to the
              Mooseland  Property  letter of agreement (See note 5). To November
              30,  2005  the  Company  has not  granted  any  stock  options  or
              warrants.

                                       33

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

Note 7        Related Party Transactions
              --------------------------
              The  Company  paid  the  following  amounts  to  directors  of the
              Company,  a former  director  and/or  companies  with directors or
              officers in common:


                                                        2005             2004
                                                        ----             ----

             General and administrative:
               Management fees                   $       173,500  $     152,000
                                                 ===============  =============

              The management  fees were measured by the exchange amount which is
              the amount agreed upon by the transacting parties.

              Amounts  due to related  parties at  November  30, 2005 are due to
              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.

              During the year ended  November  30, 2005 the Company  purchased a
              mineral  property  from one of the Company's  directors  (See note
              5(b)).

              Subsequent  to  November  30, 2005 the  Company  issued  4,291,000
              shares of its common stock to a director (See note 10).

Note 8        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.  During the year ended  November 30, 2005, the Company
              issued  5,000,000 common shares valued at $0.40 per share pursuant
              to the Mercedes Property acquisition  agreement and issued 500,000
              common shares valued at $0.30 per share  pursuant to the Mooseland
              Property   letter  of  agreement  (See  note  5b  and  5c).  These
              transactions  were  excluded  from the statement of cash flows for
              the year ended  November  30, 2005 and for the period  December 9,
              1999 (Date of Inception) to November 30, 2005.

                                       34

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2005

Note 9        Income taxes
              ------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:
<table>
<caption>
                                                                                     2005             2004
                                                                                     ----             ----
             
                                                               <c>               <c>
             Deferred tax assets
                      Non-capital loss carryforwards                           $    1,041,624    $      188,027
             Valuation allowance for deferred tax assets                           (1,041,624)         (188,027)
                                                                               --------------    --------------

                                                                               $            -    $            -
                                                                               ==============    ==============
</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.  No provision  for income taxes has been  provided in
              these  financial  statements  due to the net loss. At November 30,
              2005,  the Company has net  operating  loss  carryforwards,  which
              expire  commencing  in  2019  totalling  approximately  $3,064,000
              (2004: $553,000).

Note 10       Subsequent event
              ----------------
              Subsequent to November 30, 2005, the Company issued 641,026 shares
              of common stock pursuant a private placement for total proceeds of
              $250,000.

              On December 14, 2005 the Company issued 4,291,000 shares of common
              stock  to the  its  newly  appointed  chairman  for  business  and
              consulting  services  that will be provided over the next year. At
              the  date  of  issue  the  common  stock  had a  market  value  of
              $1,737,855. In addition the Company is paying a monthly management
              fee of $10,000 to its new chairman.

              On February 2, 2006 the Company entered into a letter of intent to
              acquire an option to purchase  100% of the issued share capital of
              722161 B.C.  Ltd ("BC Ltd").  BC Ltd has a 56% interest in mineral
              claims located in the Rock Creek area of British Columbia, Canada.
              In  consideration  for  signing  the letter of intent the  Company
              issued  10,000 of its  shares  of common  stock to the owner of BC
              Ltd. Upon  replacing the letter of intent with a formal  agreement
              the Company will issue an  additional  20,000 shares of its common
              stock to the owner of BC Ltd. To earn the option the Company would
              be  required to make cash  payments  of $250,000  over a period of
              four years and incur  exploration  expenses of  $1,000,000  over a
              period of five years from the date of the formal agreement.

                                       35

<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  2005  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.

                                       36

<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        56    President and Director           March 21, 2003

Zaf Sungur          52    Chief Operating Officer          April 15, 2003
                            Secretary, Treasurer and
                          Director

Victor Stilwell     54    Vice-President and Director      March 21, 2003

David Jacob Dadon   54    Director, Chairman of the        December 8, 2005
                          Board of Directors

Jay Jeffrey Shapiro 60    Chief Financial Officer          December 16, 2005


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
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.

                                       37

<page>

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.


David Jacob Dadon

Mr.Dadon  specializes  in matters  attendant to the senior  management  decision
process including those relating to board  representation,  on-line  management,
corporate  planning,   financial  administration,   capital  sourcing,  business
turnarounds, & mergers/acquisitions. Mr. Dadon's background in the Entertainment
Industry includes,  pay-television,  cable casting, and feature films.  Mr.Dadon
served  as  Chairman  of  Giants   Entertainment   and  Bay  Shore  Media  Group
(http://www.bayshoremediagroup.com).  Mr. Dadon's corporate experience from 1977
to 2001 was as an entrepreneur as  Owner/President/Chairman of various companies
ranging from the clothing to  entertainment  industries.  Mr. Dadon is currently
the Chairman of Giants an entertainment company.

Jay Jeffrey Shapiro

Mr. Shapiro is currently the Chairman and CEO  of  Sunrise  Media Group, Inc., a
company  he  has  founded  to  develop,  produce, and  distribute  entertainment
content.  Mr. Shapiro  is  a  Certified  Public  Accountant  and  owns  his  own
professional corporation. He brings to  the  Company  experience in major public
offerings for NASDAQ and AMEX companies,  and  as  financial  advisor in several
workout situations. From February 2001 to April 2002 he  was  the  CEO  of  Team
Communications Group, Inc. where he was responsible for all worldwide financial,
administrative and operational affairs  of  the  company. Mr. Shapiro's previous
experience  includes  serving  as  the  Executive  Vice  President-Finance   and
Administration for the Program Entertainment Group and as Partner with Laventhol
& Horwath.

Mr. Shapiro holds an M.S. in Accounting/Finance from  Arizona  State  University
Graduate School of  Business  Administration, a B.B.A. in  Accounting  from  the
University of Wisconsin  and  the  professional  designation of Certified Public
Accountant.

All directors are elected annually by our shareholders and hold office until the
next Annual  General  Meeting.  Each officer holds office at the pleasure of the
board of directors.

                                       38

<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, 2005.
<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 Flueck   President      2005    $67,000      0              0                  0            0          0             0
                              2004    $48,000      0              0                  0            0          0             0
Zaf Sungur
               COO, Secretary 2005    $67,000      0              0                  0            0          0             0
               Treasurer      2004    $48,000      0              0                  0            0          0             0
Victor
Stilwell      Vice-President  2005    $39,500      0              0                  0            0          0             0
                              2004    $48,000      0              0                  0            0          0             0
</table>
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, 2005 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                0
Zaf Sungur                0              0                0
Victor Stilwell           0              0                0



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, 2005 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.

                                       39

<page>

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

   Common        Peter Flueck             4,313,000            19.87%
                 18912-121 Ave. N.W.
                 Edmonton, Alberta
                 T5V 1R3

   Common        Victor Stillwell         1,570,000             7.23%
                 16 Douglas Woods Park S.E.
                 Calgary, Alberta
                 T2Z 2K6

   Common        Zaf Sungur               1,265,000             5.83%
                 2005 - 837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6


                 DIRECTORS AND            7,148,000            32.93%
                 OFFICERS AS A
                 GROUP CONSISTING
                 OF THREE PEOPLE

The percent of class is based on  16,768,685  shares of common  stock issued and
outstanding as of November 30, 2005.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended  November 30, 2005,  we paid or accrued  management
fees to each of the following individuals as follows:

     - Peter Flueck,  our president - $67,000;
     - Zaf Sungur, our COO, secretary and treasurer - $67,000;
     - Victor Stilwell, our vice-president - $39,500.

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) to the  directors of the Company and
pay $22,500 (paid) 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.

                                       40

<page>

                              PART IV

Exhibits
--------

  3.1     Charter and By-Laws*
 10.1     Mineral Property Purchase Agreement
 31.1     Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 31.2     Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 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

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

We did not file any reports on Form 8-K during the last quarter of 2005.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current principal accountants,  Dale Matheson Carr-Hilton Labonte, Chartered
Accountants billed the following fees for the services indicated.


                    Fiscal year ended
                    November 30, 2005

Audit fees               $  12,500
Audit-related fees       $       0
Tax fees                       Nil
All other fees                 Nil

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.

The Company does not have an audit committee. Is this statement true/relevant?

                                       41

<page>

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 28, 2006

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


By          /s/ Peter Flueck
            ----------------
            Peter Flueck
            President, CEO & Director
            Date: February 28, 2006

By          /s/ Zaf Sungur
            ---------------
            COO, Secretary, Treasurer, Principal
            Accounting Officer and Director
            Date: February 28, 2006

By          /s/ Victor Stilwell
            -------------------
            Vice-President and Director
            Date: February 28, 2006

                                       42