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

                                  FORM 10-KSB/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

         For the fiscal year ended  November 30, 2005
                                    -----------------

         or

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

         For the transaction period from _________ to ___________

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

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

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


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

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

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

Title of each share                   Name of each exchange on which registered

      None                                              None

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

                                  Common Stock
                                 -------------

                                (Title of Class)

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

                                 Yes [X] No [ ]

<page>

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

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

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

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

                      $3,909,900.30 as at December 1, 2006

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

         26,066,002 shares of common stock as at December 1, 2006

















                                       i

<page>


                                EXPLANATORY NOTE

This  Amendment No. 2 to the Annual Report on Form 10-KSB/A  responds to certain
comments of the Staff of the  Securities  and Exchange  Commission in connection
with its review of the Brookmount  Explorations,  Inc.'s (the "Company")  Annual
Report on Form 10-KSB and 10KSB/A for the fiscal year ended  November  30, 2005,
which the Company's  management  has determined are necessary in order to comply
with its reporting  obligations under the Securities  Exchange Act of 1934. This
amendment  corrects  several  typographical  errors  in  the  previous  reports,
supplements  the  disclosure  regarding the Company's  controls and  procedures,
supplements  the  disclosure  concerning  the Company's  transaction  with Jemma
Resources,  contains a revision to the audit  report of our prior  auditor,  and
updates the  certifications  of the  executive  officers.  In addition,  certain
detail regarding  subsequent events is also disclosed in this filing.  All other
information  included in the original on Form  10-KSB,  as filed on February 28,
2006, and the 10-KSB/A, as filed on March 7, 2006, remains unchanged.




















                                       ii

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                                TABLE OF CONTENTS

                                                                           Page

PART 1 1

ITEM 1.  DESCRIPTION OF BUSINESS..............................................1

ITEM 2.  DESCRIPTION OF PROPERTY..............................................8

ITEM 3.  LEGAL PROCEEDINGS...................................................12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS...............12

PART II......................................................................13

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER.............13

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........13

ITEM 7.  FINANCIAL STATEMENTS...............................................F-1

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

SIGNATURES...................................................................24




                                       iii

<page>

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

         Brookmount  Explorations,  Inc. (the "Company"),  a Nevada Corporation,
was incorporated on December 9, 1999. Since inception,  the Company has not been
in bankruptcy,  receivership or similar proceedings. It has not had any material
reclassification,  merger,  consolidation,  purchase  or sale  of a  significant
amount of assets not in the  ordinary  course of  business.  The  Company has no
subsidiaries and no affiliated companies. The Company's shares are quoted on the
NASD over the counter  bulletin  board (OTCBB) and  currently  trading under the
symbol "BMXI".

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

         The Company's executive offices are located at World Trade Centre - 999
Canado  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  November  30,  2005,  there  were  16,768,685  shares
outstanding.

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

         The Company owns an interest in five mineral  claims  located in Quebec
which are known as the  Brookmount  claims.  During the year ended  November 30,
2005 the Company  completed a mineral property purchase  agreement,  as amended,
with Mr. Peter Flueck dated  January 24, 2005,  and acquired a 100%  interest in
the  Mercedes  100  mineral  property  located  in  Comas  District,  Concepcion
Department, Junin Province, Peru. Mr. Flueck acts as the Company's president and
a director. Our principal exploration property is the Mercedes 100 Property.

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

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

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

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

         No ore body has been discovered on the Brookmount  claims.  Even with a
major exploration program, there is no assurance an ore body will be discovered.
Presently,  the Company does not have sufficient  funds to undertake any further
exploration  activities  unless it obtains funds from its directors and officers
or raises  additional  capital through the sale of its equity.  The directors do
not have any arrangements in this regard.

                                       1

<page>

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

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

         Specifics of the six mineral claims are as follows:

                                                Claim Area
Claim Name                 Claim Number                          (Hectares)

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


         Subsequent to November 30, 2005,  Brookmount  filed an  application  to
acquire 1 additional 500 hectares of land at the Mercedes 100 property.

         Acquisition and Maintenance of Mineral Rights in Peru

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

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

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.

                                       2

<page>

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

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

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

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

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

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

                                       3

<page>

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


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


         Mr. Salazar proposes the following budget for exploration:

Survey the property's showings, adits and trenches:                $7,500
Truck rental (30 days at $100 per day):                            $3,000
Check assaying of 220 tonnes, re-sacking of material
and identification of potential purchasers:                       $10,000
Application for drilling permits:                                  $3,000
Drilling of 1,800 meters in 16 holes:                            $271,500
Permit closure reporting:                                          $3,000
Satellite interpretation of alteration and lineaments:            $10,000
Testing of sacked mineralized rock (30 samples at $20 each):         $600
Drill core testing (300 samples at $20 each):                      $6,000
Gridding work:                                                    $75,000
Report writing:                                                   $15,000
Office and administration:                                         $7,500
Miscellaneous:                                                    $40,000
                                                                ---------
                  Total:                                         $449,100
                                                                 ========


         In January  2006 we  completed  a private  placement  of the  Company's
restricted common stock to assist in the financing of our exploration program.

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

         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.


                                       4

<page>

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

Available Information
---------------------
         The  Company's  shares are listed on the OTCBB,  and, as required,  the
Company will hold annual  general  meetings and  distribute  certain  documents,
including financial statements, to shareholders of record.

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

         The public may read and copy any  material  the Company  files with the
SEC at the SEC's Public  Reference  Room at 100 F Street NE,  N.W.,  Washington,
D.C.,  20549.  The public may obtain  information on the operation of the Public
Reference  Room by calling the SEC at  1-800-SEC-0330.  The Company is files its
periodic  reports  electronically  and  therefore  the  public  can  review  the
Company's  filing on the SEC Internet site that  contains  reports,  proxy,  and
information  statements,  and other  information  regarding  the  Company.  This
information   can  be  obtained  by  accessing   the  SEC  website   address  at
http://www.sec.gov.

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

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

Subsidiaries
------------
         We do not have any subsidiaries.

Patents and Trademarks
----------------------
         We  do  not  own,  either  legally  or  beneficially,  any  patents  or
trademarks.

RISK FACTORS

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

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

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


                                       5

<page>

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

         Our current operating funds are less than necessary to complete planned
exploration  on our mineral  properties,  and  therefore  we will need to obtain
additional  financing in order to complete our business plan. As of November 30,
2005,  we had  cash in the  amount  of  $20,447.  We  currently  do not have any
operations and we have no income.

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

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

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

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

         We have not yet  commenced  exploration  on the Mercedes 100  property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.   To  date,  we  have  been  involved  primarily  in  organizational
activities  and the  acquisition of mineral  properties.  We have not earned any
revenues as of the date of this report.  Potential  investors should be aware of
the difficulties  normally encountered by new mineral exploration  companies and
the high rate of failure of such enterprises.  The likelihood of success must be
considered in light of the problems, expenses,  difficulties,  complications and
delays  encountered in connection with the exploration of the mineral properties
that we plan to undertake. These potential problems include, but are not limited
to,  unanticipated  problems  relating to exploration,  and additional costs and
expenses that may exceed current estimates.

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

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

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

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

                                       6

<page>

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

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

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

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

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

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

         BECAUSE OUR  DIRECTORS AND OFFICERS OWN 44% OF OUR  OUTSTANDING  COMMON
STOCK,   THEY  COULD  MAKE  AND  CONTROL   CORPORATE   DECISIONS   THAT  MAY  BE
DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

         As of the date of this filing,  our directors own  approximately 44% of
the  outstanding  shares  of our  common  stock.  Accordingly,  they will have a
significant  influence in determining the outcome of all corporate  transactions
or other  matters,  including  mergers,  consolidations,  and the sale of all or
substantially  all of our  assets.  They will also have the power to  prevent or
cause a change in control.  The  interests of our  directors may differ from the
interests of the other stockholders and thus result in corporate  decisions that
are disadvantageous to other shareholders.

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

         The Independent  Auditor's Report to our audited  financial  statements
for the period ended  November 30,  2005,  indicates  that there are a number of
factors  that raise  substantial  doubt about our ability to continue as a going
concern.  Such  factors  identified  in  the  report  are  that  we  are  in the
pre-exploration  stage, we have no established source of revenue and that we are
dependent on our ability to raise capital from  shareholders or other sources to
sustain operations.

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

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

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

                                       7

<page>

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

BROOKMOUNT PROPERTY

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

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

History of the Brookmount mining area
-------------------------------------
         Chazel Township and the general  surrounding  area have been prospected
and  explored  since the early 1900s.  Gold was  originally  the main  commodity
sought, but interest in base metals increased following the discovery in 1922 of
the Oditan  copper-zinc  occurrence  in the township and in 1925 of the Normetal
copper-zinc-silver-gold  deposit.  Exploration  for  copper-nickel  and asbestos
deposits was undertaken in the 1970s but since the 1980s the major emphasis once
again shifted to gold.

Past Exploration of the Brookmount claim
----------------------------------------
         Summaries  for  work  conducted  on  properties  now  overlain  by  the
Brookmount claim are as follows.

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

         Dome's 41 full lot claims in Chazel and Dission Townships  included the
present Brookmount property,  and were staked to cover several anomalies defined
by an airborne  electromagnetic  survey  contracted by the Quebec  government in
1972.  Ground  magnetic  and  horizontal  loop  electromagnetic  (HLEM)  surveys
conducted  in 1973  defined a strong 3/10 mile long HLEM  anomaly with a low but
precise magnetic  correlation.  Hole 60C-1, drilled on the property in 1974 to a
depth of 100 yards,  tested the anomaly. A 5.3 yard section and mineralized with
10%  pyrite,  a rock  type  often  found  in the  presence  of  copper  and gold
mineralization, assayed 0.08% copper.

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


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


                                       8

<page>

         Macamic  held a  contiguous,  irregularly  shaped block of 97 claims in
Chazel  Township  and  Dission  Township.  The  present  Brookmount  claims were
included within their property limits.

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

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

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

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

         a)  an intricate road network;

         b)  electrical power - the grid extends to Authier Nord, 4.4 miles from
             the property;

         c)  railway - the main east/west line of the Canadian National Railway
             passes 10.6 miles to the south;

         d)  numerous base metal and gold mines and mills; and

         e)  a copper smelter in Rouyn-Noranda.

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

         Exploration work performed on the Brookmount claim

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

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

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

o        1,050,000 shares to each of the other two directors of the Company.

Title to the Mercedes 100 property
----------------------------------

                                       9

<page>


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

         Specifics of the six mineral claims are as follows:

                                                   Claim Area
Claim Name                    Claim Number                     (Hectares)

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


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

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

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

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

         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.

                                       10

<page>

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

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

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

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

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

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

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

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

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

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

         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.

                                       11

<page>

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

         Mr. Salazar proposes the following budget for exploration:

Survey the property's showings, adits and trenches:                  $7,500
Truck rental (30 days at $100 per day):                              $3,000
Check assaying of 220 tonnes, re-sacking of material
and identification of potential purchasers:                         $10,000
Application for drilling permits:                                    $3,000
Drilling of 1,800 meters in 16 holes:                              $271,500
Permit closure reporting:                                            $3,000
Satellite interpretation of alteration and lineaments:              $10,000
Testing of sacked mineralized rock (30 samples at $20 each):           $600
Drill core testing (300 samples at $20 each):                        $6,000
Gridding work:                                                      $75,000
Report writing:                                                     $15,000
Office and administration:                                           $7,500
Miscellaneous:                                                      $40,000
                                                                  ---------
                  Total:                                           $449,100
                                                                   ========


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

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

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

ITEM 3. LEGAL PROCEEDINGS

         There are no legal proceedings pending or threatened against us.

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

         No matters  were  submitted  to a vote of  shareholders  of the Company
during the final quarter of the fiscal year ended November 30, 2005.

                                       12

<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".

         We have  248  shareholders  of  record  as at the  date of this  annual
report.

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

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

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

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

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

OVERVIEW

         Our plan of operations for the twelve months following the date of this
annual  report is to complete  initial  exploration  program on the Mercedes 100
property.  We anticipate that this program will cost approximately  $450,000. In
January 2006 we have  completed a $400,000  private  placement of the  Company's
restricted common stock to finance our exploration program.

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

         Total expenditures over the next 12 months are therefore expected to be
$850,000.  We will not be able to proceed with either  exploration  program,  or
meet our administrative expense requirements, without additional financing.

         We will not be able to complete the initial exploration programs on our
mineral  properties  without  additional  financing.  We currently do not have a
specific plan of how we will obtain such funding;  however,  we anticipate  that
additional  funding will be in the form of equity financing from the sale of our
common stock.  We may also seek to obtain  short-term  loans from our directors,
although no such  arrangement  has been made.  At this time,  we cannot  provide
investors  with any assurance that we will be able to raise  sufficient  funding
from the sale of our common  stock or through a loan from our  directors to meet
our obligations over the next twelve months.  We do not have any arrangements in
place for any future equity financing.

Results Of Operations For Period Ending November 30, 2005
---------------------------------------------------------

         We did not earn any  revenues  during the period  ending  November  30,
2005. We do not anticipate  earning  revenues until such time as we have entered
into commercial production of the Brookmount claims or the Mercedes property. We
are presently in the pre-exploration stage of our business and we can provide no
assurance that we will discover  economic  mineralization  levels of minerals on
either  property,  or if such minerals are  discovered,  that we will enter into
commercial production.

                                       13

<page>

         We  incurred  operating  expenses  in the amount of  $2,510,579  (2004:
$322,261) for the fiscal year ended November 30, 2005. The substantial  increase
in net loss was due to the  issue  of  5,000,000  shares  of  common  stock at a
recorded  value  of  $2,000,000  in  connection   with  the  completion  of  our
acquisition of the Mercedes property.

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

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


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

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

         At November 30, 2005,  we had assets of $70,306  consisting  of cash on
hand of $20,447  (2004:  $51,103),  resource  property  cost advances of $43,617
(2004:  $Nil),  prepaid expenses of $5,000 (2004:  $3,863),  and  capital assets
of $1,242 (2004:  $1,774).  At  the same date, we had $91,739  (2004:  $101,520)
in  liabilities  consisting  of accounts  payable  and  accrued  liabilities  of
$33,223 (2004:  $43,004) and $58,516 (2004: $58,516) due to related parties.

Subsequent Events

         Subsequent to November 30, 2005,  the Company  issued 641,026 shares of
common stock  pursuant a private  placement for total  proceeds of $400,000.  As
described in further detail below,  our former Chairman removed $150,000 of that
raise for non-corporate purposes without approval.

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

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

         Effective April 5, 2006,  Victor  Stilwell,  Vice President & Director,
resigned  both  positions  with the Company.  Under the terms of his  separation
agreement  dated of the same date, Mr. Stilwell is entitled to keep 1,000,000 of
the 1,650,000 of shares  granted to him in connection  with his  employment.  In
addition,  the  Company  granted  Mr.  Stilwell a warrant  for  250,000  shares,
exercisable at $0.31 for a term of one year.

         Effective  April 26, 2006,  David Jacob Dadon was removed as a director
and as Chairman of the Board of  Brookmount  Explorations  (the  "Company")  for
cause.  Mr. Dadon withdrew  $150,000 from the Company's bank account.  Mr. Dadon
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 Mr.
Dadon had not used the funds for corporate purposes.  The Company had worked for
several  weeks to have Mr.  Dadon return the money to the Company on a voluntary
basis. To date, the money has not been returned.

                                       14

<page>

         The Company is currently working with its bank to see that the money is
returned  as it  believes  the bank is  responsible  since  Mr.  Dadon was not a
signatory to the account and did not otherwise  have authority to have the funds
removed from the account.

         Separately,  the Company has reported  the incident to the  appropriate
authorities.

         On December 19, 2005, we filed an 8-K  announcing  that David Dadon had
been  elected as our chairman and a director.  The 8-K also  announced  that Jay
Jeffery Shapiro, represented by Mr. Dadon to us as a close colleague and friend,
had been  appointed  to serve as our  Chief  Financial  Officer.  Mr.  Dadon had
arranged for a conference call prior to Mr.  Shapiro's  appointment to introduce
someone whose resume we were provided and we were led to believe was Mr. Shapiro
ostensibly in order to provide us with an  opportunity to interview him prior to
his appointment.

         On May 9, 2006, we learned that the person  represented to us to be Jay
Jeffery Shapiro was not, in fact, Mr. Shapiro. On May 9, 2006, the individual we
now know to be the true Mr.  Shapiro  contacted  us to  inform us that he had no
knowledge  of  Brookmount,  had not been  asked to serve as our Chief  Financial
Officer by Mr. Dadon, had not been the person interviewed by our Chief Operating
Officer,  and had in fact  previously  informed  Mr. Dadon in writing that he no
longer wished to be associated  with Mr. Dadon in any venture and that Mr. Dadon
was no longer to use his resume in connection with any of his activities.

         On May 11, 2006, we filed an 8-K to, among other  reasons,  assure that
all Brookmount shareholders are made aware that individual we now know to be Jay
Jeffery  Shapiro whose  biography was contained in our original annual report on
Form 10-KSB and Form 10-KSB/A, never played any role in our company or in any of
our disclosures.

         Effective  May 9, 2006,  we appointed  Zaf Sungur to serve as our Chief
Financial Officer.





                                       15

<page>

                                      F-18
ITEM 7. FINANCIAL STATEMENTS



                          BROOKMOUNT EXPLORATIONS INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                           NOVEMBER 30, 2005 and 2004


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           BALANCE SHEETS

           STATEMENTS OF OPERATIONS

           STATEMENTS OF CASH FLOWS

           STATEMENT OF STOCKHOLDERS' EQUITY

           NOTES TO THE FINANCIAL STATEMENTS

















                                      F-1

<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>


1.       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of Brookmount Explorations Inc.:

We have audited the  accompanying  balance sheet of Brookmount  Explorations Inc
(An  Exploration  Stage  Company)  as of  November  30,  2005  and  the  related
statements of operations,  stockholders' equity and cash flows for the year then
ended and the period from  inception  on December 9, 1999 to November 30, 2005 .
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The financial  statements of  Brookmount  Explorations  Inc as at
November  30,  2004 and 2003 and for the years then  ended and the  period  from
inception  on  December  9, 1999 to  November  30,  2004 were  audited  by other
auditors whose report dated January 31, 2005 included an  explanatory  paragraph
regarding the Company's  ability to continue as a going  concern.  The financial
statements  for the period from December 9, 1999 (date of inception) to November
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 audit in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform the audit to obtain  reasonable  assurance  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  based on our audit 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, 2005,  and 2004, and the results of
its  operations,  cash flows and changes in  stockholders'  equity for the years
then ended and for the period  from  inception  on December 9 , 1999 to November
30, 2005, in conformity with generally  accepted  accounting  principles used in
the United States of America.  In rendering this opinion,  we have relied on the
opinion of the Company's  prior auditors,  Amisano  Hanson,  as to the financial
position of the  Company,  as of November 30,  2004,  which  opinion is attached
hereto.

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


                                 "Dale Matheson Carr-Hilton LaBonte"
                                         CHARTERED ACCOUNTANTS

Vancouver, Canada
June 14, 2006


                                      F-2

<page>


A PARTNERSHIP OF INCORPORATED                                     AMISANO HANSON
PROFESSIONALS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders,
Brookmount Explorations Inc.

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

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


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

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


Vancouver, Canada                                           "Amisano Hanson"
January 31, 2005                                       Chartered Accountants


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

                                      F-3


<page>

                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS
                           November 30, 2005, and 2004

<table>
<caption>
                                                                                     2005                2004
                                                                                     ----                ----
                                                   ASSETS

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

                                                                                        69,064              54,966

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

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

LIABILITIES

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

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

STOCKHOLDERS' DEFICIT

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

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

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



                             SEE ACCOMPANYING NOTES

                                      F-4

<page>

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

                                              <c>                <c>                 <c>
Expenses
   General and administrative   - Note 7          $         313,632  $         274,482  $            818,874
   Mineral property costs       - Note 5                  2,196,947             47,779             2,244,726
                                                  -------------------------------------------------------------

Net loss for the year                             $      (2,510,579) $        (322,261) $         (3,063,600)
                                                  =================  =================  ====================

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

Weighted average number of shares outstanding           14,880,769         10,000,151
                                                  ================   ================
</table>











                             SEE ACCOMPANYING NOTES

<page>

                                      F-5

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

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

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


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

                                                                   (43,617)             13,317            (45,430)
                                                         ------------------  -----------------  ------------------

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

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

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

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

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

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

Non-cash transactions - Note 8
</table>

                             SEE ACCOMPANYING NOTES

                                      F-6

<page>

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

                                           <c>           <c>          <c>       <c>             <c>           <c>
Balance, as at December 9, 1999                          -  $        -   $      -  $           -   $          -  $          -
                                              ------------ ----------- ----------  -------------   ------------  ------------

Capital stock issued for cash     - at $0.001    3,500,000       3,500          -              -              -         3,500
                                  - at $0.002    5,750,000       5,750      5,750              -              -        11,500
                                  - at $0.20        32,400          32      6,448              -              -         6,480
Contributions to capital by officers                     -           -      9,000              -              -         9,000
Net loss for the year                                    -           -          -              -        (31,327)      (31,327)
                                              ------------ ----------- ----------  -------------   -------------  -----------

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

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

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

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

                             SEE ACCOMPANYING NOTES

                                       F-7

<page>




                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 (DEFICIT) for the period December 9, 1999 (Date
                       of Inception) to November 30, 2005

<table>
<caption>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                                             Additional    Stock       During the
                                                            Common Shares      Paid-in Subscriptions  Exploration
                                                      ---------------------
                                                        Number    Par Value    Capital   Receivable      Stage       Total
                                                        ------    ---------    -------   ----------      -----       -----

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

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



                             SEE ACCOMPANYING NOTES

                                      F-8

<page>

Note 1        Nature of Continued Operations and Basis of Presentation
              --------------------------------------------------------
              The  Company is an  exploration  stage  company.  The  Company was
              organized for the purpose of acquiring,  exploring and  developing
              mineral properties.  The recoverability of amounts from properties
              acquired  will  be  dependant  upon   discovery  of   economically
              recoverable  reserves,  confirmation of the Company's  interest in
              the  underlying  property,  the  ability of the  Company to obtain
              necessary financing to satisfy the expenditure  requirements under
              the  property  agreement  and to complete the  development  of the
              property and upon future profitable production.

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

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

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



                                      F-9

<page>

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

              Mineral Property
              ----------------
              Mineral property  acquisition,  exploration and development  costs
              are expensed as incurred until such time as economic  reserves are
              quantified.  To date the Company has not established any proven or
              probable  reserves  on its  mineral  properties.  The  Company has
              adopted  the  provisions  of SFAS No.  143  "Accounting  for Asset
              Retirement   Obligations"  which  establishes  standards  for  the
              initial  measurement  and subsequent  accounting  for  obligations
              associated  with  the  sale,  abandonment,  or other  disposal  of
              long-lived   tangible   assets   arising  from  the   acquisition,
              construction  or  development  and for normal  operations  of such
              assets.  The  adoption of this  standard  has had no effect on the
              Company's  financial  position  or  results of  operations.  As at
              November 30, 2005, any potential  costs relating to the retirement
              of the  Company's  mineral  property  interest  has not  yet  been
              determined.

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


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

              Fair Value of Financial Instruments
              -----------------------------------
              The carrying value of cash advances,  accounts payable and 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  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the

                                      F-10


<page>

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

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

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

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

              The  Company  has  elected to  account  for  stock-based  employee
              compensation  arrangements  in accordance  with the  provisions of
              Accounting  Principles Board Opinion No. 25, "Accounting for Stock
              Issued  to  Employees",   ("APB  No.  25")  and  comply  with  the
              disclosure  provisions  of SFAS No. 123 as amended by SFAS No. 148
              as described  above. In addition,  in accordance with SFAS No. 123
              the  Company   will  apply  the  fair  value   method   using  the
              Black-Scholes  option-pricing  model  in  accounting  for  options
              granted to consultants. Under APB No. 25, compensation expense for
              employees is recognized  based on the  difference,  if any, on the
              date of grant  between the  estimated  fair value of the Company's
              stock and the amount an  employee  must pay to acquire  the stock.
              Compensation  expense is recognized  immediately for past services
              and pro-rata for future services over the  option-vesting  period.
              To  November  30,  2005,  the  Company  has not  granted any stock
              options.

                                      F-11

<page>

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

              Stock-based Compensation - (cont'd)
              ------------------------

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

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

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

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

                                      F-12

<page>

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

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

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

                                      F-13

<page>

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

              Recent Accounting Pronouncements - (cont'd)
              --------------------------------
              compensation cost related to share-based payment arrangements, the
              accounting   for  income  tax  effects  of   share-based   payment
              arrangements  upon adoption of Statement 123R, the modification of
              employee  share  options  prior to adoption of Statement  123R and
              disclosures  in  Management's  Discussion  and  Analysis  ("MD&A")
              subsequent to adoption of Statement 123R.  Management is currently
              evaluating  the impact,  which the adoption of this  standard will
              have on the Company's results of operations or financial position

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

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

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

                                      F-14

<page>

Note 3        Advances
              --------

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

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

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

Note 5        Mineral Properties
              ------------------

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

                   During 2003 the Company  acquired five mineral claims located
                   in  the  Chazel  Township,  in the  Province  of  Quebec  for
                   $47,779.  The claims are in good standing  until November 14,
                   2006.

                                      F-15

<page>

Note 5       Mineral Properties (continued)
             ------------------

                  b)  Mercedes Property, Junin, Peru

                   Pursuant to a property  acquisition  agreement  dated July 3,
                   2003 and amended on January 24, 2005, the Company  acquired a
                   100% interest in 2,611 hectares  located in Central Peru from
                   a director of the Company (the "Vendor") for consideration of
                   $22,500  (paid) and the issuance of 5,000,000  common  shares
                   valued at $0.40 per share  (issued).  The property is held in
                   trust by the Vendor for the  Company.  Upon  request from the
                   Company  the  title  will  be  recorded  in the  name  of the
                   Company.  At November 30, 2005 the title of this property has
                   not been recorded in the name of the Company.


                  c)  Mooseland Property, Nova Scotia, Canada

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

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

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

Note 6        Capital Stock
              -------------
                   During the year ended  November  30, 2005 the Company  issued
                   983,837  (2004:575,948)  common  shares for cash  proceeds of
                   $383,926 (2004:$287,874).  During the year ended November 30,
                   2005,  the Company issued  5,000,000  common shares valued at
                   $0.40 per share pursuant to the Mercedes Property acquisition
                   agreement  and issued  500,000  common shares valued at $0.30
                   per  share  pursuant  to the  Mooseland  Property  letter  of
                   agreement (See note 5).



                    To  November  30, 2005 the Company has not granted any stock
                    options or warrants.


                                      F-16

<page>

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


                                                       2005             2004
                                                       ----             ----

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


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

              Amounts  due to related  parties at  November  30, 2005 are due to
              directors of the Company in respect to unpaid  management fees and
              advances.  These amounts are unsecured,  non-interest  bearing and
              have no specific terms for repayment.

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

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


Note 8        Non-cash Transactions
              ---------------------
              Investing  and  financing  activities  that do not  have a  direct
              impact on current  cash flows are excluded  from the  statement of
              cash flows.  During the year ended  November 30, 2005, the Company
              issued  5,000,000 common shares valued at $0.40 per share pursuant
              to the Mercedes Property acquisition  agreement and issued 500,000
              common shares valued at $0.30 per share  pursuant to the Mooseland
              Property   letter  of  agreement  (See  note  5b  and  5c).  These
              transactions  were  excluded  from the statement of cash flows for
              the year ended  November  30, 2005 and for the period  December 9,
              1999 (Date of Inception) to November 30, 2005.


                                      F-17

<page>

Note 9        Income taxes

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

                                                                               $            -    $            -
                                                                               ==============    ==============
</table>

              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income tax loss  carryforwards  which is more
              likely than not to be realized from future operations. The Company
              has provided an allowance of 100% against all available income tax
              loss  carryforwards,  regardless of their time of expiry, as it is
              more likely than not that all of the  deferred tax assets will not
              be realized.  No provision  for income taxes has been  provided in
              these  financial  statements  due to the net loss. At November 30,
              2005,  the Company has net  operating  loss  carryforwards,  which
              expire  commencing  in  2019  totalling  approximately  $3,064,000
              (2004: $553,000).


Note 10       Subsequent Events
              -----------------
              Subsequent to November 30, 2005, the Company issued 641,026 shares
              of common stock pursuant a private placement for total proceeds of
              $400,000.

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

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

                                      F-18

<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 Director
Name           Age   Position with Registrant     or Officer Since
----           ---   ------------------------     ----------------
                     President, Director,
Peter Flueck    56   Chairman of the Board        March 21, 2003
                     Chief Operating Officer,
Zaf Sungur      52   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 brings to the Company a wealth of experience, not only in the
resource  sector, but with extensive experience in Peru as well. He is presently
the President and sole  shareholder of Grand Combe Developments Ltd., a Canadian
development  company  based  in  Edmonton,  Alberta.  He has  recently  been the
President  of    several   mining  companies  based  in Peru,  including  Blower
Investments A.V.V., Condor  Resources  A.V.V. Aruba,  the  Recursos  Mineros  El
Dorado and the Minera El Serrano, Peru.

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

Zaf Sungur

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

         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.

                                       20

<page>

ITEM 10. EXECUTIVE COMPENSATION

         The table below summarizes all  compensation  awarded to, earned by, or
paid to our  executive  officers by any person for all services  rendered in all
capacities to us for the fiscal year ended November 30, 2005.
<table>
<caption>
                              Annual Compensation                                Long Term Compensation
                                                                                 Restricted
                                                              Other Annual       Stock        Options/   LTIP          All Other
Name           Title          Year    Salary       Bonus      Compensation       Awarded      SARs (#)   payouts ($)   Compensation
----           -----          ----    ------       -----      ------------       -------      --------   -----------   ------------

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

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
         Section 16(a) of the Exchange Act requires our  executive  officers and
directors,  and  persons  who  beneficially  own  more  than  10% of our  equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities  and Exchange  Commission.  Officers,  directors and greater than 10%
shareholders  are  required by SEC  regulation  to furnish us with copies of all
Section  16(a) forms they file.  Based on our review of the copies of such forms
we received,  we believe that during the fiscal year ended November 30, 2005 all
such filing requirements  applicable to our officers and directors were complied
with exception that reports were filed late by the following persons:

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

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



ITEM 11:        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership  of our shares of common stock at November 30, 2005 by (i) each person
known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock, (ii) each of our directors,  (iii) our executive officers,  and
(iv) by all of our  directors  and  executive  officers as a group.  Each person
named in the table,  has sole voting and  investment  power with  respect to all
shares  shown as  beneficially  owned by such person and can be contacted at our
executive office address.


                                       21

<page>

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

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

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

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


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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                   - Peter Flueck, our president - $67,000;

                   - Zaf Sungur, our COO, secretary and treasurer - $67,000;

                   - Victor Stilwell, our vice-president - $39,500.

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

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

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

                                       22

<page>

                                     PART IV

Exhibits

3.1      Charter and By-Laws*

10.1     Mineral Property  Purchase  Agreement  (previously filed with the
         Company's Form 10-KSB on February 28, 2006).

10.2     Binding Letter of Agreement Between Jemma Resources Corp. and
         Brookmount Explorations, Inc.

31.1     Certification pursuant to Rule 13a-14(a) under the Securities Exchange
         Act of 1934

31.2     Certification pursuant to Rule 13a-14(a) under the Securities Exchange
         Act of 1934

32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

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

Reports on Form 8-K

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

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

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


--------------------------------------------------------------------------------
                      Fiscal year ended                   Fiscal year ended
                      November 30, 2005                    November 30, 2004
--------------------------------------------------------------------------------
Audit fees                $12,500                                $8,934
--------------------------------------------------------------------------------
Audit-related fees          $0                                   $6,189
--------------------------------------------------------------------------------
Tax fees                    Nil                                    Nil
--------------------------------------------------------------------------------
All other fees              Nil                                    Nil
--------------------------------------------------------------------------------

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


            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 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: December 8, 2006

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




By:      /s/ Peter Flueck
         --------------------------------
         Peter Flueck
         President, CEO & Director
         Date: December 8, 2006



By:      /s/ Zaf Sungur
         ------------------------------
         COO, Secretary, Treasurer, Principal
         Accounting Officer and Director
         Date: December 8, 2006

                                       24