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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, 2006
                                             -----------------

                                       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


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

           Nevada                                           98-0201259
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation  (IRSiEmployer Identification No.)
or organization)


         999 Canada Place, Suite 404
          Vancouver BC, Canada                               V6C 2X8
-----------------------------------------             -------------------
 (Address of principal executive offices)              (Postal 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 shar registered     Name of each exchange on which
                    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 [ ]

         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.)  $4,159,760.32  as at February 26,
2007

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 25,998,502 shares of common
stock as at February 26, 2007


<page>

                                TABLE OF CONTENTS

                                                                          Page


PART 1.......................................................................3
------


   ITEM 1.  DESCRIPTION OF BUSINESS..........................................3
   --------------------------------


   ITEM 2.  DESCRIPTION OF PROPERTY..........................................11
   --------------------------------


   ITEM 3.  LEGAL PROCEEDINGS................................................14
   --------------------------


   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS............15
   --------------------------------------------------------------


PART II......................................................................16
-------


   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........16
   -----------------------------------------------------------------


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


   ITEM 7  FINANCIAL STATEMENTS..............................................18
   ----------------------------


   ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
   --------------------------------------------------------------------
            FINANCIAL DISCLOSURE.............................................19

PART III..................................................................... 20
--------


   ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.....20
   ---------------------------------------------------------------------


   ITEM 10.  EXECUTIVE COMPENSATION..........................................21
   --------------------------------


   ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..21
   ------------------------------------------------------------------------


   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................22
   --------------------------------------------------------


PART IV..................................................................... 23
-------


   ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................23
   ------------------------------------------------


................................................................................

<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
involved in any 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 World Trade Centre - 999
Canada  Place,  Suite  404,   Vancouver,   B.C.,  Canada,  V6C  3E2  (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  February  21,  2007,  there  were  25,998,  502 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.  Subsequent to November 30, 2005, the
Company  allowed  its  claims to expire in Quebec to better  concentrate  on its
Mercedes 100 and Rock Creek  properties.  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 (the  "Mercedes  100  Property").  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.

         On May 25,  2006 the  Company  entered  into an Option  Agreement  (the
"Agreement")  to acquire an option to purchase  100% of the issued share capital
of 722161 B.C. Ltd ("BC Ltd"), a private  corporation  which is the owner of the
interest in the Rock Creek Property.  The property is located  approximately  10
kilometers southeast of Rock Creek, B.C. in the Greenwood Mining Division.

Brookmount Claims
-----------------

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

                                       3

<page>

         The Company  retained J.G.  Burns & Associates  of Timmins,  Ontario to
write a  geological  report on these  claims.  The claims were in good  standing
until November 14, 2006.  The Company did not renew the claims and  consequently
the claims lapsed.

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 an additional 500 hectares of land  at the  Mercedes  100  property.
This  application  was  granted  on  July  29,  2006.  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 by granting it 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.

                                       4

<page>

         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  gauge  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  in  1996,
commissioned  MPH  Geological  Consulting  to assess the  property's  potential.
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 spent 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  this  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.

                                       5

<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:

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

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

                o        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               $10,000
identification of potential purchasers:
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

                                       6

<page>

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.

Employees
---------

The Company does not have any full time employees  other than its two directors.
Once a major  exploration  program commences it is anticipated that the officers
will devote  more time to the  activities  of the Company to meet the  increased
needs.  In  addition,  the  Company  expects  that will need to hire  additional
employees or consultants to undertake any specialized work.

Available Information
---------------------

The  Company's  shares are listed on the OTCBB,  Presently,  the  Company  files
reports 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.

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, 2006.

Subsidiaries
------------

The Company does not have any subsidiaries.

Patents and Trademarks
----------------------

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



ITEM 1.A.  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.

                                       7

<page>

        OUR MERCEDES 100 PROPERTY CONTAINS THE FOLLOWING RESERVES AND RESOURCES.

         Proven  -  21,500  tons  and  1  ounce  gold  equivalent   Potential  &
         Prospective  -  480,000  tons  at  ounce  gold  equivalent  Possible -
         1,950,000 tons at ounce gold equivalent


         Our sole mineral property assets are the Mercedes  property in Peru and
the Rock Creek Property in British Columbia.  As both of these 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,
2006,  we had  cash in the  amount  of  $18,091.  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 also require
additional financing to sustain our business operations if we are not successful
in earning revenues once  exploration is complete.  We do not currently have any
arrangements  for financing and we can provide no assurance to investors that we
will be able to find such financing if required.  Obtaining additional financing
would be subject to a number of factors,  including the market prices for metals
such as  gold,  investor  acceptance  of our  properties  and  general  investor
sentiment.  These  factors may make the timing,  amount,  terms or conditions of
additional financing unavailable to us.

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

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

         We have not yet commenced exploration on the Mercedes 100 property. [Is
this still  accurate?  What about  Brookmount?]  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.

                                       8

<page>

         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 in the  foreseeable  future.  We
recognize  that  if  we  are  unable  to  generate   significant  revenues  from
development  of the Merecedes  100 property and the  production of minerals from
the claims, we will not be able to earn profits or continue operations.

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

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

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

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

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

         BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL  EPLORATION,  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 AND OFFICERS OWN 43.66% OF OUR OUTSTANDING COMMON
STOCK,   THEY  COULD  MAKE  AND  CONTROL   CORPORATE   DECISIONS   THAT  MAY  BE
DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

                                       9

<page>

         As of the date of this filing,  our directors own approximately  43.66%
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,  2006,  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 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 trend in the mineral exploration industry.

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

Forward-Looking Statements
--------------------------

We  have  included  in  this  Form  10KSB   statements  which  are  intended  as
"forward-looking  statements" under the Private Securities Litigation Reform Act
of 1995. These include  statements that are not simply a statement of historical
fact but describe what we "believe,"  "anticipate,"  or "expect" will occur.  We
caution you not to place undue reliance on the  forward-looking  statements made
in this report.  Although we believe these statements are reasonable,  there are
many factors, which may affect our expectation of our operations.  These factors
include, among other things, the following:

        o        general economic conditions

        o        the market price of, and demand for our product

        o        our ability to service future indebtedness

        o        our ability to raise additional equity capital,  obtain debt
                 financing,  or generate  sufficient revenues to fund our
                 operating and development plan

                                       10

<page>

        o        our success in completing development and exploration
                 activities

        o        expansion and other development trends of the industry

        o        acquisitions and other business opportunities that may be
                 presented to and pursued by us

        o        changes in laws and regulations



ITEM 2.  DESCRIPTION OF PROPERTY


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:

        o        2,900,000 shares to the vendor, Mr. Flueck; and

        o        1,050,000 shares to each of two other individuals who were
                 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 Name                 Claim Area                           (Hectares)
                          Claim Number
-------------------------------------------------------------------------------

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

                                       11

<page>

per  hectare  for the ninth  through  fourteenth  years of the  granting  of the
concession and to $10.00 per hectare  thereafter.  The concession will terminate
if the  annual fee is not paid for three  years in total or for two  consecutive
years.  The term of the  concession  is  indefinite  as long as the  property is
maintained by payment of rental fees.

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

Description, Location and Access
--------------------------------

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

         Although  the property is within 12 degrees  south of the  equator,  it
lies between  4,300 and 4,500 meters above sea level in an area that is treeless
and cold.  There are two main seasons in the region of the property:  a dry cool
winter with sunny days and cold nights (to -4(0) Celsius) lasting from May to

         October,  and a wet,  cool summer that lasts from November to April and
is  characterized  for its  intense  rains,  snow and hail  storms  and  average
temperatures of 8(0) Celsius.

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

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

         Nearby towns such as Concepcion  and Huancayo are modern and offer most
necessities.  There is a narrow  gauge  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 spent on
road building,  re-opening  underground workings on the property,  topographical
surveys,  metallurgical  tests,  several  exploitation  campaigns  and  numerous
sampling programs.

                                       12

<page>

Geological Report: Mercedes 100 property
----------------------------------------

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

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

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

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

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

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

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

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

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

                                       13

<page>

           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               $10,000
identification of potential purchasers:
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.

                                       14

<page>

ITEM 3.  LEGAL PROCEEDINGS



         The  Company is  currently  involved  in two  suits,  both of which are
currently being heard in the United States District Court,  Central  District of
California:

         i).......David Dadon v. Brookmount Explorations, Inc., Peter Flueck and
Zaf Sungur- This case involves a former  officer and director of the Company who
filed suit  claiming  Breach of Contract  after he was dismissed by the Company.
This  suit  was  voluntarily  dismissed  but  the  Company  has  written  to the
plaintiff's  counsel  stating  its  intention  to file a Rule 11 Motion  seeking
sanctions and costs against both the plaintiff and counsel.

         ii.).....Brian Glicker v. Brookmount  Explorations,  Inc. This suit was
filed by the plaintiff  seeking to compel the Company to issue an opinion letter
allowing him to sell shares that the Company contends were fraudulently procured
by one of the Company's former  officers.  The Company has submitted a Motion to
Dismiss  this suit on  jurisdictional  grounds  and the  court  has  tentatively
granted  such  motion  but  permitted   the   plaintiff  to  submit   additional
declarations  to support his claim.  The Company has filed an opposition to such
ruling and is awaiting the outcome thereof.


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, 2006.





                                       15

<page>

                                     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".

         As of February 26, 2007, we have 221  shareholders  of record as at the
date of this annual report.

         Our common stock is quoted on the OTC  Bulletin  Board under the symbol
"BMXI".  Our shares of common stock began  trading on December  12, 2004.  These
quotations  reflect   inter-dealer   prices,   without  mark-up,   mark-down  or
commission,  and  may  not  represent  actual  transactions.[info  needs  to  be
obtained]

                                                       Bid Prices
                                           High                         Low
-------------------------------------------------------------------------------
2006 Fiscal Year
     First Quarter                        $1.08                         $.18
     Second Quarter                        $.19                         $.05
     Third Quarter                         $.15                         $.065
     Fourth Quarter                        $.15                         $.13
2005 Fiscal Year
     First Quarter                         $.61                         $.56
     Second Quarter                        $.74                         $.52
     Third Quarter                         $.48                         $.15
     Fourth Quarter                        $.48                         $.10
-------------------------------------------------------------------------------


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.

                                       16

<page>

Equity Compensation Plans
-------------------------


The Company does not have any equity compensation plans. 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
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.

         Total expenditures over the next 12 months are therefore expected to be
$850,000.  In January  2006 we  completed a $400,000  private  placement  of the
Company's restricted common stock to finance our exploration  program,  however,
we will not be able to proceed  with  either  exploration  program,  or meet our
administrative expense requirements, 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, 2006
---------------------------------------------------------
We did not earn any revenues  during the period ending  November 30, 2006. 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 $ 1,403,413  for the
fiscal year ended  November  30, 2006 and  $2,510,579  for the fiscal year ended
November 30, 2005. Mineral property costs were comprise of $103,352 and $196,947
during the fiscal year ended November 30, 2006 and 2005, respectively.


         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, 2006,  we had assets of $ 24,838 while for the fiscal year ended
November 30, 2005, we had assets amounting to $70,306 consisting of cash on hand
of $18,091  for 2006 and $20,447 for the year 2005.  Prepaid  expenses  for 2006
were  $5,878  while for the year 2005,  pre-paid  expenses  amounted  to $5,000.
Capital  assets  for 2006  stood at  $869.00  while such was $1,242 for the year
2005.  At November  30,  2006,  we had  $233,034 in  liabilities  consisting  of
accounts payable and accrued liabilities of $100,096 and $132,938 due to related
parties.  As of November 30, 2005,  we had  liabilities  consisting  of accounts
payable and accrued  liabilities in the amount of $33,223 and $58,516 in amounts
due to related parties.

                                       17

<page>

ITEM  7 FINANCIAL STATEMENTS

















                          BROOKMOUNT EXPLORATIONS INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2006






















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



                                       18

<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 sheets of Brookmount  Explorations Inc
(An Exploration  Stage Company) as of November 30, 2005 and 2006 and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
then ended and the period from  inception  on  December 9, 1999 to November  30,
2006.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

The balance  sheets 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  30, 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 audits 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  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our audits and the report of another  auditor,  these
financial  statements  present fairly, in all material  respects,  the financial
position of the Company,  as of November  30, 2006 and 2005,  and the results of
its operations,  cash flows and changes in  stockholders'  deficit for the years
then ended and for the period  from  inception  on December 9 , 1999 to November
30, 2006, 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.


                                                                        "DMCL"
                                          Dale Matheson Carr-Hilton LaBonte LLP

CHARTERED ACCOUNTANTS
Vancouver, Canada
February 16, 2007

<page>


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

<table>
<caption>
                                                                                 November 30,        November 30,
                                                                                 ------------
                                                                                     2006                2005
                                                                                     ----                ----
                                     ASSETS
                                     ------

                                                                             <c>                <c>
Current assets
    Cash                                                                     $          18,091   $          20,447
    Prepaid expenses                                                                     5,878               5,000
    Advances - Note 3                                                                       -               43,617
                                                                             -----------------   ------------------

                                                                                        23,969              69,064

Equipment - Note 4                                                                         869               1,242
                                                                             -----------------   -----------------

                                                                             $          24,838   $          70,306
                                                                             =================   =================

                                   LIABILITIES
                                   -----------
Current liabilities
    Accounts payable and accrued liabilities                                 $         100,096   $          33,223
    Due to related parties - Note 7                                                    132,938              58,516
                                                                             -----------------   -----------------

                                                                                       233,034              91,739
                                                                             -----------------   -----------------

                              STOCKHOLDERS' DEFICIT
                              ---------------------

Common stock, $0.001 par value - Note 6
         200,000,000  shares authorized
          25,998,502  shares issued (2005 - 16,768,685)                                 25,998              16,768
Additional paid-in capital                                                           4,239,419           3,031,999
Stock subscriptions receivable                                                          (6,600)             (6,600)
Deficit accumulated during the exploration stage                                    (4,467,013)         (3,063,600)
                                                                             -----------------   -----------------

                                                                                      (208,196)            (21,433)
                                                                             ------------------  ------------------

                                                                             $          24,838   $          70,306
                                                                             =================   =================
</table>


Commitments and contingencies - Note 7 and 10

Subsequent events - Note 11




                             SEE ACCOMPANYING NOTES

<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,
                                                         2006               2005                 2006
                                                         ----               ----                 ----

                                                 <c>                 <c>                <c>
Expenses
   General and administrative   - Note 7          $       1,300,061  $         313,632  $          2,118,935
   Mineral property costs       - Note 5                    103,352          2,196,947             2,348,078
                                                  -------------------------------------------------------------


Net loss                                          $      (1,403,413) $      (2,510,579) $         (4,467,013)
                                                  =================  =================  ====================

Basic and diluted loss per share                  $          (0.06)  $          (0.17)
                                                  ================   ================

Weighted average number of shares outstanding
                                                         23,109,944         14,880,769
                                                  =================  =================
</table>











                             SEE ACCOMPANYING NOTES

<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,
                                                                2006                2005               2006
                                                                ----                ----               ----

                                                        <c>                  <c>                 <c>
Cash Flows from Operating Activities
   Net loss                                              $      (1,403,413)  $      (2,510,579) $      (4,467,013)
   Add items not affecting cash:
     Amortization                                                      373                 532                944
     Capital contributions                                               -                   -             29,250
     Common stock issued for services                              462,879                   -            462,880
     Common stock issued for mineral property                       66,250           2,150,000          2,216,250
      Provision for unrecoverable advances                         193,618
                                                                                             -            193,617

   Changes in non-cash working capital balances
    related to operations
     Prepaid expenses                                                 (878)             (1,137)            (5,878)
     Accounts payable and accrued liabilities                       90,577              (9,781)           123,800
                                                         -----------------   ------------------ -----------------

Cash Flows Used In Operations                                     (590,594)           (370,965)        (1,446,150)
                                                         ------------------  -----------------  ------------------

Cash Flows from Investing Activities
   Advances                                                       (150,000)            (43,617)          (193,617)
   Acquisition of equipment                                              -                   -           (  1,813)
                                                         -----------------   -----------------  -----------------

Cash Flows Used In Investing Activities                           (150,000)            (43,617)          (195,430)
                                                         ------------------  ------------------ ------------------

Cash Flows from Financing Activities
   Due to related parties                                          230,293                   -            288,809
   Common stock issued, net                                        507,945             383,926          1,370,862
                                                         -----------------   -----------------  -----------------

Cash Flows Provided by Financing Activities                        738,238             383,926          1,659,671
                                                         -----------------   -----------------  -----------------

Increase (decrease) in cash                                         (2,356)            (30,656)            18,091

Cash, beginning                                                     20,447              51,103                  -
                                                         -----------------   -----------------  -----------------

Cash, ending                                             $          18,091   $          20,447  $          18,091
                                                         =================   =================  =================

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

     Income taxes                                        $               -   $               -  $               -
                                                         =================   =================  =================
</table>


Non-cash transactions - Note 8


                             SEE ACCOMPANYING NOTES

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
    For the period December 9, 1999 (Date of Inception) to November 30, 2006
<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>
Common stock issued for cash  - at $0.001       3,500,000 $     3,500 $         - $           -  $            -  $      3,500
                                           --------------- ----------- -----------  ------------   --------------  -----------

Balance, as at November                         3,500,000       3,500           -             -                   -     3,500
Common 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                                                -           -           -             -             (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                                                -           -           -             -             (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                                                -           -           -             -             (17,811)   (17,811)
                                           --------------- ----------- -----------  ------------   -----------------  ----------

Balance, as at November 30, 2002                9,282,400       9,282      39,198             -             (66,353)   (17,873)
Common 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                                                -           -           -             -            (164,407)  (164,407)
                                           --------------- ----------- -----------  ------------   -----------------  ----------

Balance, as at November 30, 2003                9,708,900       9,709     210,658             -            (230,760)   (10,393)
Common stock issued for cash - at $0.50           575,948         576     287,398          (100)                  -    287,874
Net loss for the year                                   -           -           -             -            (322,261)  (322,261)
                                           --------------- ----------- -----------  ------------   -----------------  ----------
Balance, as at November 30, 2004               10,284,848      10,285     498,056          (100)           (553,021)   (44,780)
</table>





                             SEE ACCOMPANYING NOTES


<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
    For the period December 9, 1999 (date of inception) to November 30, 2006

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

Capital stock issued for cash - at $0.09      1,580,000     1,580      131,366         -                  -          132,946
                              - at $0.40        759,975       760      274,240         -                  -          275,000
                              - at $0.60         63,001       163       99,837                                       100,000
Common stock issued for mineral
                     property - at $0.10        100,000       100        9,900         -                  -           10,000
Common stock issued for mineral
                   property    - at $0.15       375,000       375       55,875         -                  -           56,250
Common stock issued for services              7,921,000     7,921    2,021,241         -                  -        2,029,162
Common stock cancelled                       (5,291,000)   (5,291)  (1,560,992)
                                                                                                                  (1,566,283)
Common stock issued for debt                  3,621,841     3,622      175,953         -                  -          179,575
Net loss                                              -         -            -         -         (1,403,413)     (1,403,413 )
                                        --------------- --------- ------------- ----------  ----------------  ---------------

Balance, as at  November 30, 2006            25,998,502 $  25,998   $4,239,419 $  (6,600)  $      4,467,013) $      (208,196)
                                        =============== ========= ============= ===========   =================  ============
</table>



                             SEE ACCOMPANYING NOTES





<page>


                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006


Note 1        Nature of Continued Operations and Basis of Presentation
              --------------------------------------------------------
              The  Company  is an  exploration  stage  company.  The  Company is
              incorporated  in  Nevada  and 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 $209,065 at November
              30, 2006 and has incurred losses since inception of $4,467,013 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.

              Mineral Property
              ----------------
              The Company is primarily  engaged in the acquisition,  exploration
              and   development   of  mineral   properties.   Mineral   property
              acquisition  costs are  capitalized  in accordance  with EITF 04-2
              when  management  has  determined  that probable  future  benefits
              consisting of a  contribution  to future cash  inflows,  have been
              identified and adequate  financial  resources are available or are
              expected to be available as required to meet the terms of property
              acquisition and budgeted exploration and development expenditures.

<page>
                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

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

              Mineral Property - (cont'd)
              ---------------------------
              Mineral property acquisition costs are expensed as incurred if the
              criteria  for   capitalization   is  not  met.   Mineral  property
              exploration  costs  are  expensed  as  incurred.  When it has been
              determined that a mineral  property can be economically  developed
              as a result of  establishing  proven and  probable  reserves,  the
              costs incurred to develop such property are capitalized. As of the
              date of these financial statements,  the Company has incurred only
              acquisition  and  exploration  costs which have been expensed.  To
              date the  Company  has not  established  any  proven  or  probable
              reserves on its mineral properties.

              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, accounts payable,  accrued liabilities
              and amounts due to related parties  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
<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

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

              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.

              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, 2006 a full deferred tax asset valuation allowance
              has been  provided  and no  deferred  tax asset  benefit  has been
              recorded.

              Loss Per Share
              --------------
              Basic loss per share  includes  no  dilution  and is  computed  by
              dividing  loss  available to common  stockholders  by the weighted
              average  number  of  common  shares  outstanding  for the  period.
              Dilutive  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,  basic  loss per share is equal to  dilutive  loss per
              share.

              Stock-based Compensation
              ------------------------
              The  Company  has not  adopted  a stock  option  plan  and has not
              granted any stock options. Accordingly no stock-based compensation
              has been recorded to date.

              Recent Accounting Pronouncements
              --------------------------------
              In  September  2006,  the FASB issued  SFAS No.  157,  "Fair Value
              Measures".  This  Statement  defines  fair  value,  establishes  a
              framework   for  measuring   fair  value  in  generally   accepted
              accounting principles (GAAP), expands disclosures about fair value
              measurements,  and applies under other  accounting  pronouncements
              that require or permit fair value measurements.  SFAS No. 157 does
              not require  any new fair value  measurements.  However,  the FASB
              anticipates  that for some entities,  the  application of SFAS No.
              157 will change  current  practice.  SFAS No. 157 is effective for
              financial  statements  issued for  fiscal  years  beginning  after
              November 15, 2007,  which for the Company would be the fiscal year
              beginning  December 1, 2007.  The Company is currently  evaluating
              the impact of SFAS No. 157 but does not expect that it will have a
              material impact on its financial statements.

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

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

              Recent Accounting Pronouncements - (cont'd)
              -------------------------------------------
              In  September  2006,  the FASB issued  SFAS No.  158,  "Employers'
              Accounting for Defined  Benefit  Pension and Other  Postretirement
              Plans." This Statement  requires an employer to recognize the over
              funded or under funded status of a defined benefit post retirement
              plan (other than a multiemployer plan) as an asset or liability in
              its statement of financial  position,  and to recognize changes in
              that funded  status in the year in which the changes occur through
              comprehensive  income.  SFAS No. 158 is effective for fiscal years
              ending  after  December  15, 2006 which for the  Company  would be
              December  1,  2007.   The   Company   does  not  expect  that  the
              implementation  of SFAS No. 158 will have any  material  impact on
              its financial position and results of operations.

              In  September  2006,  the SEC  issued  Staff  Accounting  Bulletin
              ("SAB")   No.  108,   "Considering   the  Effects  of  Prior  Year
              Misstatements  when  Quantifying  Misstatements  in  Current  Year
              Financial  Statements."  SAB No. 108  addresses how the effects of
              prior year  uncorrected  misstatements  should be considered  when
              quantifying  misstatements  in current year financial  statements.
              SAB No. 108 requires companies to quantify  misstatements  using a
              balance  sheet  and  income  statement  approach  and to  evaluate
              whether  either  approach  results in quantifying an error that is
              material  in  light  of  relevant   quantitative  and  qualitative
              factors.  SAB  No.  108 is  effective  for  periods  ending  after
              November  15,  2006  which for the  Company  would be fiscal  year
              ending November 30, 2007. The Company is currently  evaluating the
              impact of  adopting  SAB No. 108 but does not expect  that it will
              have a material effect on its financial statements.

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 consisted 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

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 3        Advances  - (cont'd)
              --------------------

              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.  As of November 30, 2006,  the Company has not received
              the funds from Jemma. Due to delays in collecting this advance the
              Company has provided a provision of $43,617.

              During the year ending  November 30, 2006  $150,000 was  withdrawn
              from  the  Company's  bank  account  by a former  director  of the
              Company.  The former  director was not an authorized  signatory on
              the  Company's  bank  account  and had not been  granted  any such
              authority  to  withdraw  the  funds  by  the  Company's  Board  of
              Directors.  Upon  completion  of  an  investigation,  the  Company
              determined  that the  former  director  had not used the funds for
              corporate purposes. To date, the money has not been returned.  The
              Company commenced legal proceedings against the former director in
              an effort to  recover  the  $150,000.  Due to the  uncertainty  of
              collection  the Company has provided a provision of $150,000  (See
              note 8).

              Subsequent  to November  30,  2006,  the Supreme  Court of British
              Columbia  ordered former  director to pay the Company a sum of USD
              $173,700 plus accrued interest of USD $5,341 (See note 10.)

Note 4        Equipment
              ---------
              <table>
              <caption>
                                                                        November 30,
                                          November 30, 2006                  2005
                                ------------------------------------------------
                                             Accumulated
                                   Cost     Amortization       Net              Net
                                   ----     ------------       ---             ----
             
               <c>        <c>             <c>            <c>
             Computer equipment $ 1,813    $         944   $      869     $     1,242
                                =======    =============   ==========     ===========
             </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 $47,779.
                  At November 14, 2006 the mineral claims lapsed and the Company
                  chose not to renew  them as the  claims  did not  appear to be
                  promising.

              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

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 5        Mineral Properties - (cont'd)
              -----------------------------
                  Mercedes Property, Junin, Peru - (cont'd)
                  -----------------------------------------
                  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, 2006,  the title of this property has not been
                  recorded in the name of the Company.

              c)  Rock Creek Claims, British Columbia, Canada
                  --------------------------------------------
                  On May 25, 2006 the Company  entered into an option  agreement
                  (the "Agreement") to acquire an option to purchase 100% of the
                  issued  share  capital  of 722161  B.C.  Ltd ("BC Ltd") on the
                  following terms:

                  1. The Company must issue 100,000 common shares upon execution
                     of the Agreement (issued);

                  2. The Company must make cash payments totalling CAD$250,000
                     as follows:

                     - August 15, 2006       - $10,000 (not paid);
                     - September 15, 2006    - $12,500 (not paid);
                     - November 15, 2006     - $12,500 (not paid);
                     -  $12,500 (not paid) on or before January 15, 2007, and
                        installment  payments of $12,500  quarterly  thereafter
                        on or before the 15th days of April, July  October and
                        January of each year until the total of $250,000 has
                        been paid or satisfied;

                      Although  the  Company  has not made its cash  payments in
                      accordance with the Agreement, BC Ltd has agreed to uphold
                      the Agreement  until the Company  raises the funds to make
                      its cash payments.

                   3. The Company must issue 500,000 common shares in four equal
                      tranches of 125,000 each on or before the 15th of  October
                      in each of 2006, 2007,2008 and 2009. During the year ended
                      November 30, 2006, the Company issued 375,000 shares;

                   4. The Company must incur exploration expenses of $1,000,000
                      over a period of five years from  the date of the
                      Agreement.

                  BC Ltd has a 56%  interest in mineral  claims  located in  the
                  Rock Creek area of British Columbia, Canada.

                  Due to the preliminary stage of exploration  activities on the
                  Company's   properties,   to  date,   all   mineral   property
                  acquisition cost have been expensed.

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 6        Capital Stock
              -------------

                  The  total  number  of common  shares  authorized  that may be
                  issued by the Company is  200,000,000  shares with a par value
                  of one tenth of one cent ($0.001) per share and no other class
                  of shares is  authorized.  At  November  30,  2006  there were
                  25,998,502 shares issued and outstanding (2005 - 16,768,685).

                  During the year ended  November  30, 2005 the  Company  issued
                  983,837  common shares for cash  proceeds of $383,926.  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 Jemma
                  letter agreement (See note 3).

                  During the year ended November 30, 2006, the Company issued:

                  -  475,000 shares of common stock pursuant the proposed
                     acquisition of a mineral property (See note 5c);
                  -  4,291,000  shares of common stock with a fair value of
                     $1,390,284  to a director for business and  consulting
                    (See note 3, 6 and 8). These shares were subsequently
                     cancelled during the year.
                  -  2,630,000  shares  of  common  stock  with a fair  value of
                     $462,879 to its directors  for the services  provided to
                     date;
                  -  158,016  shares of common stock with a  fair  value  of
                     $23,702 pursuant to a debt settlement agreement;
                  -  3,463,825  shares of common  stock with a fair value of
                     $155,873  pursuant to a debt  settlement  agreement;  and
                  -  2,502,976 shares of common stock pursuant a private
                     placement for cash proceeds of $507,946.

               To  November  30,  2006,  the  Company  has not granted any stock
               options or warrants.

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



                                                  2006             2005
                                                  ----             ----
             General and administrative:
               Consulting fees               $   488,065    $         -
               Management fees                   270,000        173,500
                                             -----------    -----------

                                             $   758,065    $   140,500
                                             ===========    ===========

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 7        Related Party Transactions - (cont'd)
              -------------------------------------
              The consulting  and management  fees were measured at the exchange
              amount which is the amount agreed upon by the transacting parties.

              Amounts  due to related  parties at  November  30, 2006 are due to
              directors of the Company in respect to unpaid  management fees and
              cash advances  amounted to $132,938  (November 30,  2005-$58,516).
              These amounts are unsecured. The amounts due for unpaid management
              fees have no specific  terms for  repayment  while the amounts due
              for cash  advances are due on December  31, 2006.  The amounts due
              for unpaid  management  fees are  non-interest  bearing  while the
              amounts due for cash  advances  bear interest at a rate of 10% per
              annum.

              During  the year ended  November  30,  2006,  the  Company  issued
              4,291,000  shares  of  its  common  stock  with a  fair  value  of
              $1,390,284  to a director for  services to be rendered  during the
              2006 fiscal year.  Initially this amount was deferred and expensed
              over the duration of the 2006 fiscal  year.  On April 26, 2006 the
              services of this director were  terminated (See Notes 3, 6 and 8).
              During the period  ended May 31,  2006 the  Company  expensed  the
              deferred  amount of  $1,039,495  as no  further  services  will be
              rendered by this director.  The Company  cancelled these shares in
              full during the year ended November 30, 2006.

              During  the year ended  November  30,  2006,  the  Company  issued
              3,630,000 shares of its common stock with a fair value of $638,880
              to its directors and former director for the services provided, or
              to be provided.  The Company  cancelled  1,000,000 of these shares
              issued to a former  director of the company  during the year ended
              November 30, 2006.

              During  the year ended  November  30,  2006,  the  Company  issued
              3,463,825 shares of its common stock with a fair value of $155,874
              to directors pursuant to debt settlement agreements.

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 Jemma  letter
              agreement (See note 3)

              During the year ended November 30, 2006 the Company issued:

              a)  100,000 common shares  valued at $0.10 per  share and  375,000
                  common shares valued at $0.15 per share pursuant to the option
                  agreement with BC Ltd;

<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 8        Non-cash Transactions - (cont'd)
              --------------------------------

              a)  4,291,000  shares  of  common  stock  with  a  fair  value  of
                  $1,390,284  to a  former  director,  who was  terminated,  for
                  business and consulting services to be provided.

              b)  3,630,000 shares of common stock with a fair value of $638,880
                  to its directors for the services provided to date;

              c)  158,016 shares of common stock with a fair value of $23,703
                  pursuant to a debt settlement agreement; and

              d)  3,463,825 shares of common stock with a fair value of $155,873
                  pursuant to a debt settlement agreement.

              These  transactions were excluded from the statement of cash flows
              for the year ended November 30, 2006, and for the period  December
              9, 1999 (date of inception) to November 30, 2006.

Note 9        Income taxes
              ------------

              The  significant  components of the Company's  deferred tax assets
              are as follows:
              <table>
              <caption>
                                                                        2006              2005
                                                                        ----              ----
             
                                                 <c>              <c>
             Deferred tax assets
               Non-capital loss carryforwards                     $    1,518,784   $    1,041,624
             Valuation allowance for deferred tax assets              (1,518,784)      (1,041,624)
                                                                   --------------   --------------

                                                                  $            -   $            -
                                                                  ==============   ==============
              </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,
              2006,  the Company has net  operating  loss  carryforwards,  which
              expire  commencing  in  2019  totalling  approximately  $4,467,000
              (2005: $3,063,600).


<page>


                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2006

Note 10       Litigation
              ----------
              On June 29, 2006 a former director of the Company  commenced legal
              action  against the Company and its directors (See notes 3 and 6).
              The former  director is claiming  damages in excess of  $5,000,000
              for alleged breach of contract,  libel, fraud, intentional deceit,
              wrongful conduct and emotional distress.  On February 12, 2007 the
              United States  District  Court issued a notice of  dismissal.  The
              legal action  against the Company was  dismissed in its  entirety.
              (See notes 3 and 11).


Note 11      Subsequent events
             -----------------
              On December 11, 2006 the Supreme Court of British Columbia ordered
              former  director  to pay the  Company a sum of USD  $173,700  plus
              interest accrued USD $5,341, making together the sum of $179,041.

              On February  12, 2007 the United  States  District  Court issued a
              notice of dismissal  with respect to the legal action  against the
              Company  brought  forward by a former  director.  The legal action
              against the Company was dismissed in its entirety (See note 10).










<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


         The  Principal   Executive  Officer  and  Principal  Financial  Officer
conducted an evaluation of the  effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the  period  covered  by  this  report.  Based  on that  evaluation,  the
Principal  Executive Officer and Principal  Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of the end of the
period  covered by this report.  There were no  significant  changes in internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act)  that  occurred  during  the  fourth  quarter  of 2005  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.



















                                       19

<page>


                                  PART III


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


                                                           Served as a Director
  Name      Age    Position with Registrant                     or Officer since
--------------------------------------------------------------------------------
 Flueck      56   President, Director, Chairman of the Board     March 21, 2003

Zaf Sungur   54   Chief Operating Officer, Secretary,
                  CFO, Director                                  April 15, 2003
--------------------------------------------------------------------------------


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

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

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

Peter Flueck
------------

Mr.  Flueck has serves as the  President,  Director and Chairman of the Board of
the  Company  since  its  formation.  He  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 served as the Company's Chief Operating Officer,  Chief Financial
Officer,  Director and Secretary since the Company began its operations.  He 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 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 British Columbia.

                                       20

<page>

         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.



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, 2006.

<table>
<caption>

      Name           Title      Year   Salary    Bonus  Other     Other     Stock     Restricted  LTIP     All Other
                                                        Annual     Annual   Awards     Options/             Compen-
                                                        Compens   Compens                SARs   Payouts      sation
                                                         ation     ation                  (#)       ($)
--------------------------------------------------------------------------------------------------------------------

             <c>           <c>     <c>         <c>      <c>       <c>       <c>       <c>       <c>      <c>
                               2006    295,999      -        -         -         -         -         -        -
Peter Flueck    President      2005    $67,000      0        0         0         0         0         0        0
                               2004    $48,000      0        0         0         0         0         0        0
--------------------------------------------------------------------------------------------------------------------
                COO,           2006    406,879      -        -         -         -         -         -        -
Zaf Sungur      Secretary,     2005    $67,000      0        0         0         0         0         0        0
                Treasurer      2004    $48,000      0        0         0         0         0         0        0
--------------------------------------------------------------------------------------------------------------------
                               2006    55,186       -        -         -         -         -         -        -
David Dadon     Director       2005      -                   0         0         0         0         0        0
                               2004      -          0        0         0         0         0         0        0
--------------------------------------------------------------------------------------------------------------------
                               2006          -      -        -         -         -         -         -        -
Victor Stilwell Vice President 2005    $39,500               0         0         0         0         0        0
                               2004    $48,000      0        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,
2006 all such filing requirements  applicable to our officers and directors were
complied with exception that reports were filed late by the following persons:

<table>
<caption>
Name and                        Number of Late Reports           Transactions            Known Failures to File
Principle Position                                            Not Timely Reported            a Required Form
--------------------------------------------------------------------------------------------------------------------

                                <c>                           <c>                          <c>
Peter Flueck                               0                           0                            0
Zaf Sungur                                 0                           0                            0
Victor Stilwell                            0                           0                            0
--------------------------------------------------------------------------------------------------------------------
</table>


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                       21

<page>

         The following  table sets forth  information  regarding the  beneficial
ownership  of our shares of common stock at November 30, 2006 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

<table>
<caption>
   Title of Class      Name of Beneficial Owner         Shares of Common Stock             Percent of Class
--------------------------------------------------------------------------------------------------------------------

                <c>                                     <c>                               <c>
Common              Peter Flueck                              7,201,277                         27.69%
                    18912 - 121 Ave. NW
                    Edmonton, Alberta T5V 1R3

Common              Zaf Sungur                                4,150,548                         15.96%
                    2005-327 W. Hastings
                    Vancouver, BC V6C 1B6

Total for All Directors and Officers as a Group              11,351,825                         43.65%
Consisting of Three People
--------------------------------------------------------------------------------------------------------------------
</table>

         The  percent  of class is based on  25,998,502  shares of common  stock
issued and outstanding as of February 21, 2007.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



         During the fiscal  year ended  November  30,  2006,  we paid or accrued
management fees to each of the following individuals as follows:

o        Peter Flueck, our president                               $295,999;

o        Zaf Sungur, our COO, secretary and treasurer              $406879;

o        David Dadon, director                                     $55,186.

                  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.


                                       22

<page>

                                     PART IV

         Exhibits

3.1      Charter and By-Laws(1)

10.1     Mineral Property Purchase Agreement(2)

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

-----------------------------
(1)  Previously filed as an exhibit to the Company's Registration Statement on
     Form 10-KSB dated December 27, 2000
(2)  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10-KSB, dated February 28, 2006).


         Reports on Form 8-K

         We did not file any  reports  on Form 8-K  during  the last  quarter of
2006.



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      Fiscal year ended
                           November 30, 2006      November 30, 2005
-----------------------------------------------------------------------
Audit fees                 $15,000                       $12,500
Audit-related fees         $15,000                        $2,500
Tax fees                      -                           -
All other fees                -                           -
-----------------------------------------------------------------------

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

         The Company  does not have an audit  committee.  Our board of directors
approves all costs associated with our outside  auditors.  The Board'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 Board'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 Board may also pre-approve particular services
on a case-by-case  basis.  Our Board approved all services that our  independent
accountants provided to us during the past two fiscal years.


                                       23

<page>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934 (the "Exchange  Act"),  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, 2007



In accordance with the 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,  2007



                                                     By:/s/ Zaf Sungur
                                                     ------------------------
                                                     Zaf Sungur
                                                     COO, Secretary, Treasurer,
                                                     Principal Accounting
                                                     Officer and Director
                                                     Date: February 28, 2007