37

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

                                   FORM 10-KSB

(x)     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
        1934  (FEE  REQUIRED)
        For  the  fiscal  year  ended          November  30,  2002
                                               -------------------

(  )    TRANSACTION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
        For  the  transaction  period  from               to

        Commission  File  number     0-26709
                                     -------

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

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

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

Issuer's  telephone  number,  including  area  code            604-308-6152
                                                        -------------------

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:

     None
     ----
(Title  of  Class)

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

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

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

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


                                      -1-
<PAGE>



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

As  at November 30, 2002, the aggregate market value of the voting stock held by
nonaffiliates  is  undeterminable  and  is  considered  to  be  $0.

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

                                 Not applicable

                    (APPLICABLE ONLY TO CORPORATE COMPANIES)

As of November 30, 2002, the Company has 9,282,400 shares of common stock issued
and  outstanding.

DOCUMENTS  INCORPORATED  BY  REFERENCE

Exhibits  incorporated  by  reference  are  referred  under  Part  IV.




                                      -2-
<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>




PART 1                                                                  Page
--------------------------------------    -------------------------------
<S>                                     <C>                              <C>
ITEM 1.. . . .DESCRIPTION OF BUSINESS                                      4

ITEM 2.. . .  DESCRIPTION OF PROPERTY                                      9

ITEM 3.. .    LEGAL PROCEEDINGS                                           13

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

PART II
--------------------------------------

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

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

ITEM 7.. . .  FINANCIAL STATEMENTS                                       18


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

PART III
--------------------------------------


ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS,
                PROMOTERS, AND CONTROL PERSONS,
                COMPLIANCE WITH SECTION 16 (a) OF THE
                EXCHANGE ACT                                             19

ITEM 10. . .  EXECUTIVE COMPENSATION                                     21

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

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

PART IV
--------------------------------------

ITEM 13. . .   EXHIBITS AND REPORTS                                      25

               SIGNATURES . . . . . . . ..                            26-30
</TABLE>


                                      -3-
<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 executive offices are
located  at 118 - 3420 Bell Avenue, Burnaby, British Columbia, B.C., Canada, V3J
1M7.  (Telephone:  604-308-6152).

     The  Company's Articles of Incorporation currently provide that the Company
is  authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share.  As  at  November  30,  2002  there  were  9,282,400  shares outstanding.

     The  Company  is  in the exploration stage and hopes to seek a quotation on
the  OTC  Bulletin  Board  or  the  new BBX Exchange. To date it has not made an
application  to  file  the  required  forms  with  the  NASD.  Management cannot
guarantee  that  the  Company  will  ever be quoted on either of the above noted
exchanges  or  any  other  exchange.

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

     J.G. Burns & Associates of Timmins, Ontario were retained by the Company to
write  a  geological  report  on  these claims.  The claims are in good standing
until  November  14,  2004.

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

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

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

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


                                      -4-
<PAGE>



     The  Company  has not yet delivered any annual reports to its shareholders.
Once  it  has  obtained  a  quotation on either the OTCBB or BBX Exchange, which
might  never happen, it will hold annual general meetings and distribute certain
documents,  including  financial  statements,  to  shareholders  of  record.

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

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

     The  Company  presently  does  not  have  an  Internet  address.

PLANNED  BUSINESS

FORWARD-LOOKING  STATEMENTS

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

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

RISK  FACTORS

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

1.     PENNY  STOCK  RULES

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

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

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


                                      -5-
<PAGE>



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

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

2.     TRADING  MARKET  FOR  THE  COMPANY'S  SHARES

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

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

3.     POTENTIAL  FUTURE  RULE  144  SALES

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

4.     POSSIBLE  ISSUANCE  OF  ADDITIONAL  SHARES

     The  Company's  Certificate  of  Incorporation,  authorizes the issuance of
200,000,000  shares  of  common stock.  The Company's Board of Directors has the
power to issue any or all of such additional shares without stockholder approval
for  such consideration as it determines.  Management presently anticipates that


                                      -6-
<PAGE>



it  may  choose  to  issue  a  substantial but as yet undetermined amount of the
Company's  shares  in  connection  with  some  form  of  future  financing.

5.     RISK  ASSOCIATED  WITH  OPERATIONS  IN  FOREIGN  COUNTRIES

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

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

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

7.     INEXPERIENCE  OF  MANAGEMENT

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

8.     CONFLICT  OF  INTEREST

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

9.     NO  DECLARATION  OF  DIVIDENDS  SINCE  INCEPTION

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

10.     NO  OPERATING  HISTORY  OR  REVENUE  FROM  THE  BROOKMOUNT  CLAIM

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


                                      -7-
<PAGE>



11.     LACK  OF  DIVERSIFICATION

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

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

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

13.     TITLE  TO  THE  PROERTY

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

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

14.     COMPETITION  IN  THE  MINERAL  INDUSTRY

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

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

15.     MINERAL  PRICES  FLUCTUATE  BEYOND  THE  CONTROL  OF  THE  COMPANY

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


                                      -8-
<PAGE>



16.     ENVIRONMENTAL  REGULATIONS

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

17.     EXPLORATION  WILL  INVOLVE  A  HIGH  DEGREE  OF  RISK

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

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

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

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



                         ITEM 2. DESCRIPTION OF PROPERTY


     Five  claims  (approximately 200 ha total or 500 acres) numbered 5245578 to
5245582  inclusive located in Lots 50 to 54, Range III, chazel Township, Abitibi
West  County,  Quebec  comprise the property. These claims were recorded 100% in
the  name  of  Brookmount  on  December 20, 1999, and subsequently registered on
February  1,  2000.  Assessment  work  with  a minimum value of $6000.00 must be
submitted  to  the  Ministry of Mines for the Province of Quebec before November
14,  2004.

Location  of  Brookmount  claim

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

History  of  the  Brookmount  mining  area

     Chazel  Township  and  general area have been prospected and explored since
the early 1900s.  Gold was originally the main commodity sought, but interest in
base  metals increased following the discovery in 1922 of the Oditan Copper-Zinc
occurrence  in  Lot  40,  Range  IV, Chazel Township and in 1925 of the Normetal
Copper-Zinc-Silver-Gold deposit in Lots 43 and 44, Range X, Desmeloizes Township
some  25 miles to the west.  Exploration for Copper-Nickel and asbestos deposits


                                      -9-
<PAGE>



was  undertaken  in  the 1970s but since the 1980s the major emphasis once again
shifted  to  gold.

Past  Exploration  of  the  Brookmount  claim

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

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

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

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

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

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

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

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

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

     Duration  Mines  Limited  optioned  Macamic's  property in 1987 and drilled
seven holes totalling 0.7 miles.  Neither the IP anomaly nor HLEM anomalies # 68
and  #  69  mentioned  above  were  tested.  In fact, no hole was located on the
current  Brookmount  claims but three, numbered CM-87-01 (0.098 miles), 02 (0.14
miles)  &  03  (0.051  miles), were in close proximity to the east in Range III.
CM-87-02,  located  in  the  north  part  of Lot 58, Range III, Chazel Township,
tested  an  HLEM  anomaly  on  strike  with those on the Brookmount property.  A
steeply  north  dipping  (75  to 85 ), north facing sequence of felsic ash tuff,
tuff  and  lapilli  tuff was cored.  Normally, there were less than 2% sulphides
throughout  the hole but a 1.7 yards section from 199.1 to 200.6 was mineralized


                                      -10-
<PAGE>



with  60%  pyrite  and  pyrrhotite plus minor graphite.  There were no assays of
significance.

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

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

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

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

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

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

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


     A  seven  hole,  2170  m  drill  program was conducted in 1992.  Two holes,
numbered  AT-40-92 and AT-43-92, were located just to the east of the Brookmount
property  in  Lots 48 and 47 respectively.  Neither hole tested the HLEM anomaly
first identified by Dome and confirmed by Micamic.  Hole AT-40-92 was drilled to
0.19  miles  and tested coincident Maxmin and gold in humus (158 ppb) anomalies.


                                      -11-
<PAGE>



Sedimentary  units  interbedded with fine grained tuff, crystal tuff and lapilli
tuff were the principal units cored.  Sulphide content averaged 2-4% pyrite plus
pyrrhotite  but  ranged  to  7%.  A 1.6 foot graphitic interval was noted at 149
yards.  Best assays included 510 ppb gold/ 3.4 yards from a lapilli tuff and 320
ppb  Gold/  3.4  yards  from  an  interval  of  crystal  tuff  plus  sediments.

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

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

Regional  Geology

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

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

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

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

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

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

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

     All of the above rock types have been subjected to regional deformation and
regional metamorphism.  As a result the volcanic and sedimentary lithologies hve


                                      -12-
<PAGE>



been  isoclinally  folded, normally about east/west axes, so that the bedding is
now  steeply  inclined  near  vertical,  and  the sedimentary units is generally
greenschist facies but ranges to lower amphibolite facies near the contacts with
the  intrusions.

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

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

Exploration  work  performed  on  the  Brookmount  claim

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

The  Company's  main  product

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

The  Company's  exploration  facilities

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

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

Investment  Policies

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



                            ITEM 3. LEGAL PROCEEDINGS


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


                                      -13-
<PAGE>







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


     No  matters  were submitted to a vote of shareholders of the Company during
the  fiscal  year  ended  November  30,  2002.

                                     PART II


        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     During  the  past year there has been no established trading market for the
Company's  common  stock.  Since  its  inception,  the  company has not paid any
dividends  on its common stock, and the Company does not anticipate that it will
pay  dividends  in  the foreseeable future.  As at November 30, 2002 the Company
had 37 shareholders; two of these shareholders are officers and directors of the
Company.

     From  inception  through  to  November 30, 2002, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of  all  such  offerings  did  not  exceed  US$1,000,000):

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

     a.   Subscription for shares by current directors and officers

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

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

(ii) Subscription for 5,750,000 shares

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

(iii) Subscription for 32,400 shares

     On  March  16,  2000,  the  Company  accepted subscriptions from twenty-one
investors  in the amount of 32,400 shares at a price of $0.20 per share.  In all
cases  the  consideration was cash.  These shares were issued in accordance with


                                      -14-
<PAGE>



the  exemption  from  registration  provided  by Rule 504 of Regulation D of the
Securities  Act  of  1933,  as  amended,  and an appropriate Form D was filed in
connection  with  the  issuance  of  these  shares.



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


OVERVIEW

     The  Company  was  incorporated  on  December 9, 1999 under the laws of the
State of Nevada.  The Company's Articles of Incorporation currently provide that
the  Company  is authorized to issue 200,000,000 shares of common stock at a par
value  $0.001  per  share.  As  at November 30, 2002 there were 9,282,400 shares
outstanding.  The  Company  is engaged in the exploration on only the Brookmount
claim  but  has  yet  not  undertaken  any exploration work thereon. There is no
assurance  that  reserves  exist  in its mineral claim until a major exploration
program  is  undertaken  and  economic  evaluation  based on such work concludes
economic  feasibility.

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


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  at  November  30,  2002,  the  Company had assets of $3, and $17,343 of
liabilities.  The  liabilities  include  amounts payable of $9,850 for audit and
accounting,  transfer agent fees of $2,722 and other accounts payable of $1,724.
There  is  an  amount  due  to  related  parties  of  $3,580.

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

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

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



                                      -15-
<PAGE>





<TABLE>
<CAPTION>




               Expenditure                          Amount
              -----------------------------       --------
<S>                            <C>       <C>
        Accounting and audit. . . . .  i            $5,000
        Bank charges. . . . . . . . .                   67
        Edgar filings . . . . . . . .  ii              700
        Legal . . . . . . . . . . . . iii              345
        Management fees . . . . . . .  iv            6,000
        Office. . . . . . . . . . . .  v               359
        Rent. . . . . . . . . . . . .  vi            2,400
        Staking fees. . . . . . . . . vii              533
        Telephone . . . . . . . . .  viii              600
        Transfer agent's fees . . . .  ix            1,807
                                                    ------
               Total expenses                     $ 17,811
                                                   ========
</TABLE>


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

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

          Form  10-KSB  -  November  30,  2001                   $  200.00  (*)
          Form  10-QSB  -  February  28,  2002                      100.00
          Form  10-QSB  -  May  31,  2002                           100.00
          Form  10-QSB  -  August  31,  2002                        100.00
          Form  10-KSB  -  November  30,  2002                      200.00
                                                                 $  700.00
                                                                    ======

     (*)  Not  accrued  in  prior  year.

     None  of the above mentioned Form 10-QSBs and 10-KSBs have been filed as at
     the  date  of  this  Form  10-KSB  .

iii. The Company obtained the services of an attorney to review various
     documents produced during the year by management.

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

v.   The majority of these expenses relate to photocopying, faxing and courier
     charges. In addition, the Company obtained a business license in the State
     of Nevada for $25.

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


                                      -16-
<PAGE>



vii. On January 31, 2002 the Brookmount claim expired with no exploration work
     being performed on it to maintain it in good standing with the Province of
     Quebec. Management decided to pay re-staking fees rather than commit $6,000
     to exploration activities. By re-staking the Brookmount claim, the Company
     has ownership rights to the minerals thereon until November 14, 2004.

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

ix.  During the period the Company received its annual billing from Nevada
     Agency & Trust Company for acting as transfer agent for the year in the
     amount of $1,200. In addition, the Company has accrued certain late charges
     of interest totalling $393. Included in this expense is the 2002 fee for
     list of officers and directors filed with the State of Nevada in the amount
     of $210 and a mail forwarding charge of $4.

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

<TABLE>
<CAPTION>




                                          Requirements    Current      Required
                                               for        Accounts     funds for
         Expenditures                    twelve months    Payable   twelve months
         ---------------------  --------------  ---------  ------       --------
<S>                    <C>             <C>        <C>             <C>
   Accounting and audit.      1          $   5,500       $   9,850   $     15,350
   Bank charges. . . . .                       100               -            100
   Filing fees . . . . .      2                760             400          1,160
   Office. . . . . . . .      3                200             791            991
   Staking fees. . . . .      4                  -             533            533
   Transfer agent's fees      5              1,600           2,722          4,322
                                           ---------  --------------      -------

       Estimated expenses.          $        8,160       $  14,296    $    22,456
                                    ==============        =========  ============
</TABLE>




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

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

<TABLE>
<CAPTION>




               Filing                       Accountant   Auditors   Total
             ---------------------------  -----------  ---------   ------
<S>                          <C>          <C>        <C>
     Form 10-QSB - Feb. 28, 2003          $     450     $    500   $  950
     Form 10-QSB - May 31, 2003.                450          500      950
     Form 10-QSB - Aug. 31, 2003                450          500      950
     Form 10-KSB - Nov. 30, 2003                750        1,900    2,650
                                           -----------  ---------  ------
                                        $     2,100    $   3,400  $ 5,500
                                           ===========  =========  ======
</TABLE>




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


                                      -17-
<PAGE>



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

4.   The Company will not need to incur staking costs during the forthcoming
     year since it is planning to perform some form of exploration work on the
     Brookmount claim which has to be completed by November 14, 2004.

5.   Each year the Company is charged a fee of $1,200 by its transfer agent to
     act on its behalf. In addition, there will be interest accrued on the
     outstanding balance of approximately $400; which is consistent with the
     amount of interest paid during the current year; being $393.

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

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

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

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

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

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

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

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



                          ITEM 7.  FINANCIAL STATEMENTS


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



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


                                      -18-
<PAGE>



     From  inception  to date, the Company's principal accountant is Sellers and
Andersen  LLC  of  Salt Lake City, Utah.   The firm's report for the period from
inception  to  November  30,  2002  did  not  contain  any  adverse  opinion  or
disclaimer,  nor  were  there  any  disagreements  between  management  and  the
Company's  accountants.

                                    PART 111


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


     The  following table sets forth as of November 30, 2002, the name, age, and
position  of each of the executive officers and directors and the term of office
of  each  director  of  the  Company.

<TABLE>
<CAPTION>




                                                                      Term as
                                                                     Director
    Name                    Age           Position Held               Since
-------------            -----------     -----------------             -----
<S>                   <C>           <C>                               <C>
    Fred Hallberg           45       President and Director             1999

    Yiu Lam Ko. .           44       Secretary-Treasurer and Director   1999

    John Vaughan.           54       Director                           1999
</TABLE>




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

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

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

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

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

     Although  Fred  Hallberg, Yiu Lam Ko and John Vaughan do not work full time
for  the  Company,  they  plan  to  devote  whatever  time  is required once the
Brookmount claim has an exploration program ready.  The President of the Company


                                      -19-
<PAGE>



will spend approximately 10 hours a month on administration and planning for the
Company's future exploration program while the Secretary Treasurer will work for
10  hours  per  month  to  prepare corporate documents.  Once development of the
Brookmount  claim  takes  place, the President and Secretary Treasurer will find
that  their  hours  each  month will increase although they will be relying upon
mining  professionals  to  undertake  the  exploration  program on behalf of the
Company.

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

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

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

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

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

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

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

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

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

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


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

     The  Company  knows  of no director, officer, beneficial owner of more than
ten percent of any class of equity securities of the Company registered pursuant
to  Section  12 ("Reporting Person") that failed to file any reports required to


                                      -20-
<PAGE>



be  furnished  pursuant to Section 16(a).  Other than those disclosed below, the
Company  knows  of  no Reporting Person that failed to file the required reports
during  the  most  recent  fiscal  year.

     The  following  table  sets  forth  as  at  November 30, 2002, the name and
position  of  each  Reporting  Person  that failed to file on a timely basis any
reports  required pursuant to Section 16 (a) during the most recent fiscal year.

<TABLE>
<CAPTION>




Name                                         Position                  Report to be Filed
-------------------------------  --------------------------------  ---------------------------
<S>                              <C>                               <C>
Fred Hallberg . . . . . . . . .  President and Director              Form 3 - November 1, 2002
                                                                     Form 13D - November 1, 2002

Yiu Lam Ko. . . . . . . . . . .  Secretary Treasurer and Director    No filing made

John Vaughn . . . . . . . . . .  Director                            Form 3 - November 1, 2002
                                                                     Form 13D - November 1, 2002
</TABLE>






                        ITEM 10.  EXECUTIVE COMPENSATION


CASH  COMPENSATION

     There was no cash compensation paid to any director or executive officer of
the  Company  during  the  fiscal  year  ended  November  30,  2002.

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  two  years  ended  November  20,  2002:

                   SUMMARY COMPENSATION TABLE (2001 AND 2002)

                                      Long  Term  Compensation  (US Dollars)
                                      --------------------------------------
                      Annual  Compensation     Awards                Payouts
                    --------------------     ------                  -------
<TABLE>
<CAPTION>




          (a)            (b)      (c)        (e)        (f)         (g)       (h)       (i)
<S>                         <C>      <C>          <C>         <C>       <C>       <C>   <C>
                                             Other    Restricted                      All other
                                             Annual     Stock       Options/    LTIP    compen-
                                              Comp.    awards        SAR       payouts  sation
Name and  Principal
position. . .            Year     Salary      ($)       ($)          (#)         ($)      ($)
---------------------------------  -------  -----------  ----------  --------  --------  ----      ----

Fred Hallberg . . . . .  2001      -0-         -0-       -0-         -0-        -0-      -0-
President, and. . . . .  2002      -0-         -0-       -0-         -0-   -     0-      -0-
Director

Yiu Lam Ko. .            2001      -0-         -0-       -0-         -0-        -0-      -0-
Secretary Treasurer      2002      -0-         -0-       -0-         -0-        -0-      -0-
and Director

John Vaughan. . . . .    2001      -0-         -0-       -0-         -0-        -0-      -0-
Director. . . . . . . .  2002      -0-         -0-       -0-         -0-        -0-      -0-
</TABLE>




BONUSES  AND  DEFERRED  COMPENSATION

None


                                      -21-
<PAGE>



COMPENSATION  PURSUANT  TO  PLANS

None

PENSION  TABLE

None

OTHER  COMPENSATION

None

COMPENSATION  OF  DIRECTORS

None

TERMINATION  OF  EMPLOYMENT

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


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth as at November 30, 2002, the name and address and
the  number  of shares of the Company's common stock, with a par value of $0.001
per  share, held of record or beneficially by each person who held of record, or
was  known  by  the  Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of  each  director  and  of  all  officers  and  directors  as  a  group.
<TABLE>
<CAPTION>


                                      -22-
<PAGE>



          Name and Address                              Amount
           of Beneficial                Nature of    of Beneficial    Percent
              Owner                     Ownership(1)    Ownership     of Class
 ------------------------------------  ------------    -----------------------
<S>                                         <C>            <C>             <C>
       FRED HALLBERG
       Apt 22 - 1106 Avenue Road
       Toronto, Ontario
        Canada, M4N 2 E1 . . . . . .       Direct      3,000,000 (2)    32.31 %

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

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

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

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

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

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

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

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





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

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


                                      -23-
<PAGE>



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

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

INDEBTEDNESS  OF  MANAGEMENT

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

TRANSACTIONS  WITH  PROMOTERS

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



                                      -24-
<PAGE>





                                     PART IV


                          ITEM 13. EXHIBITS AND REPORTS


<TABLE>
<CAPTION>




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

The following financial statements are included in this report:
<S>                                  <C>                                 <C>
Title of Document
----------------------------------------------------------

Report of Sellers and Andersen, Certified Public Accountants .  . . . . .    31

Balance Sheet as at November 30, 2002. .  . . . . . . . . . . . . . . . .    32

Statement of  Operations for the year ended November 30, 2002
     and 2001 and      the period December 9, 1999 (Date of
     Inception) to November 30, 2002. . . . . . . . . . . . . . . . . . .    33

Statement of Changes in Stockholders' Equity for the period from
     December 9, 1999 (Date of Inception) to November 30, 2002 . . .. . .    34

Statement of Cash Flows for the year ended November 30, 2002
     and 2001       and the period from December 9, 1999 (Date of
     Inception) to November 30, 2002                                         35

Notes to Financial Statements. . .  . . . . . . . . . . . . . . . . . . .    36

(a)  (2)    FINANCIAL STATEMENT SCHEDULES

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

None.

(a)  (3)   EXHIBITS

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

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

3.1  Certificate of Incorporation (incorporated by reference from
     the Company's Registration Statement on Form 10-SB on December 7,

3.2  Articles of Incorporation (incorporated by reference from the
     Company's Registration Statement on Form 10-SB filed on December
     27, 2000)

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


                                      -25-
<PAGE>




                                 SIGNATURES



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

                          BROOKMOUNT  EXPLORATIONS  INC.
                              (the  "Registrant")


June 18, 2003

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

June 18, 2003

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










                                      -26-
<PAGE>



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

I,  Vic  Stilwell,  certify  that:

1.   I have received this annual report of Form 10-KSB for the year ended
     November 30, 2002 of Brookmount Explorations Inc., the registrant;

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

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

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

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

b.   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

c.   presented in this annual report our conclusion about effectiveness of the
     disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

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

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

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

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

June 18, 2003
                                        /s/  "Vic  Stilwell"
                                        --------------------
                                   Vic  Stilwell,  President  and  Director


                                      -27-
<PAGE>




                            PRESIDENT'S CERTIFICATION

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


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

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

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

June 18, 2003
                                           /s/  "Vic  Stilwell"
                                      -------------------------
                                             Vic  Stilwell
                                        President  and  Director






                                      -28-
<PAGE>





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


I,  Norman  Goodson,  certify  that:

1.   I have received this annual report of Form 10-KSB for the year ended
     November 20, 2002 of Brookmount Explorations Inc., the registrant;

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

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

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

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

b.   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

c.   presented in this annual report our conclusion about effectiveness of the
     disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

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

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

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

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

June 18, 2003
                                           /s/  "Norman  Goodson"
                                           ----------------------
                                             Norman  Goodson,
                                   Secretary  Treasurer  and  Director


                                      -29-
<PAGE>



                       SECRETARY TREASURER'S CERTIFICATION

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


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

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


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


June 18, 2003
                                            /s/  "Norman  Goodson"
                                         ---------------------------
                                               Norman  Goodson
                                      Secretary  Treasurer  and  Director







                                      -30-
<PAGE>





SELLER AND ANDERSEN, L.L.C.                941 East 3300 South, Suite 202
Certified Public Accountants and           Salt  Lake  City,  Utah  84106
   Business Consultants                           Telephone  801-486-0096
                                                        Fax  801-486-0098

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

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have reviewed the balance sheet of Brookmount Explorations Inc. (exploration
stage  company)  as  of  November  30,  2002  and  the statements of operations,
stockholders'  equity  and  cash  flows  for the period December 9,1999 (date of
inception)  to  November  30,  2002.  These  financial  statements  are  the
responsibility of the company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Brookmount Explorations Inc. at
November  30,  2002 and the results of operations, and cash flows for the period
December  9,  1999  (date of inception) to November 30, 2002, in conformity with
generally  accepted  accounting  principles.

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

                                        /s/  "Sellers and Andersen L.L.C."


Salt  Lake  City,  Utah
May 12, 2003

                                      -31-
<PAGE>




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

                                NOVEMBER 30, 2002


<TABLE>
<CAPTION>




                                                                             2002
                                                                            -----
<S>                                                                      <C>
ASSETS

CURRENT ASSETS

        Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          3
                                                                             ---------
                    Total Current Assets. . . . . . . . . . . . . . . .             3
                                                                             ---------

                                                                          $          3
                                                                             =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

         Accounts payable - related parties . . . . . . . . . . . . . .  $      3,580
         Accounts payable . . . . . . . . . . . . . . . . . . . . . . .        14,296
                                                                             ---------
                    Total Current Liabilities . . . . . . . . . . . . .        17,876
                                                                             ---------

STOCKHOLDERS' EQUITY

         Common stock
            200,000,000 shares authorized, at $0.001
            par value, 9,282,400 shares issued and outstanding
                                                                                9,282
         Capital in excess of par value . . . . . . . . . . . . . . . .        39,198

         Deficit accumulated during the exploration stage . . . . . . .       (66,353)
                                                                             ---------
                     Total Stockholders' Deficiency . . . . . . . . . .       (17,873)
                                                                             ---------

                                                                         $          3
                                                                             =========
</TABLE>






    The accompanying notes are an integral part of these financial statements


                                      -32-
<PAGE>



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

                 FOR THE YEAR ENDED NOVEMBER 30, 2002 AND 2001,
                       AND FOR THE PERIOD DECEMBER 9, 1999
                    (DATE OF INCEPTION) TO NOVEMBER 30, 2002




<TABLE>
<CAPTION>




                          YEAR           YEAR
                         ENDED           ENDED        FROM INCEPTION
                      NOVEMBER 30,    NOVEMBER 30,    TO NOVEMBER 30,
                          2002            2001             2002
                     -------------    -----------     ---------------
<S>                       <C>             <C>             <C>
REVENUES. . . . . .  $           -   $           -   $              -

EXPENSES. . . . . .         17,811         17,215             66,353
                         ---------       --------           ---------

NET LOSS. . . . . . $     (17,811)  $     (17,215)  $        (66,353)
                          ========       =========          =========


NET LOSS PER
COMMON SHARE

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

AVERAGE OUTSTANDING
SHARES

Basic (stated in 1,000's). .  9,282. .       9,282
                           ========        ========

</TABLE>








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


                                      -33-
<PAGE>



                          BROOKMOUNT EXPLORATIONS INC.
                         (AN EXPLORATION STAGE COMPANY)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

           FOR THE PERIOD FROM DECEMBER 9, 1999 (DATE OF INCEPTION) TO
                                NOVEMBER 30, 2002

<TABLE>
<CAPTION>




                                                            CAPITAL IN
                                          COMMON     STOCK   EXCESS OF    ACCUMULATED
                                          SHARES    AMOUNT   PAR VALUE      DEFICIT
                                        ----------  -------  ----------  -------------
<S>                                        <C>         <C>      <C>         <C>
BALANCE, DECEMBER 9, 1999. . . . . . .           -  $     -  $        -  $          -

Issuance of common shares for cash
    at $0.001 - January 6, 1999. . . .   3,500,000    3,500           -             -

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

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

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

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

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

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

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

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

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

Net operating loss for the year ended
    November 30, 2002. . . . . . . . .           -        -           -       (17,811)
                                        ----------  -------  ----------      ---------

BALANCE, NOVEMBER 30, 2002 . . . . . .   9,282,400  $ 9,282  $   39,198  $    (66,353)
                                         =========    =====     =======      =========
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -34-
<PAGE>



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

      FOR THE YEAR ENDED NOVEMBER 30, 2002 AND 2001 AND FOR THE PERIOD FROM
            DECEMBER 9, 1999 (DATE OF INCEPTION) TO NOVEMBER 30, 2002

                       (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>




                                                       FOR THE         FOR THE       FROM INCEPTION
                                                      YEAR ENDED      YEAR ENDED           TO
                                                     NOVEMBER 30,    NOVEMBER 30,     NOVEMBER 30,
                                                         2002            2001             2002
                                                                                    ----------------
<S>                                                 <C>             <C>             <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . . . . . .  $     (17,811)  $     (17,215)  $       (66,353)

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

          Change in accounts payable . . . . . . .          8,718           8,344            17,876
          Capital contributions - expenses . . . .          9,000           9,000            27,000
                                                         --------        --------          ---------
             Net Cash Increase (Decrease) from . .
                     Operations. . . . . . . . . .           (93)             129           (21,477)
                                                          -------        --------           --------
CASH FLOWS FROM INVESTING
    ACTIVITIES:
                                                                -               -                 -
                                                          -------        --------           --------
CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net Increase in Cash. . . . . . . . . . . . .            (93)            129                 3

     Cash at Beginning of Period . . . . . . . . .             96             (33)                -
                                                          --------        --------           -------

     CASH AT END OF PERIOD . . . . . . . . . . . .  $           3   $          96   $             3
                                                          =======         =======            =======
</TABLE>



SCHEDULE  OF  NONCASH  OPERATING  ACTIVITIES

<TABLE>
<CAPTION>




<S>                                   <C>     <C>
    Contributions to capital by related parties-expenses-2000-2002                   $     27,000
                                                                                         ========
</TABLE>




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


                                      -35-
<PAGE>



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)

                        NOTES  TO  FINANCIAL  STATEMENTS

                                NOVEMBER 30, 2002

1.     ORGANIZATION

The  Company  was incorporated under the laws of the State of Nevada on December
9,  1999  with  the authorized common shares of 200,000,000 shares at $0.001 par
value.

The  Company  was  organized for the purpose of acquiring and developing mineral
properties.  At  the report date mineral claims, with unknown reserves, had been
acquired.  The  Company  has  not  established  the  existence of a commercially
minable  ore  deposit and therefore has not reached the development stage and is
considered  to  be  in  the  exploration  stage.

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

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

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

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

     On  November 30, 2002 the Company had a net operating loss carry forward of
     $66,353.  The  tax  benefit of $19,906 from the loss carry forward has been
     fully  offset  by  a  valuation  reserve  because the use of the future tax
     benefit  is  undeterminable since  the  Company has no operations. The loss
     carryforward expires starting in 2021 through 2023.

     Earnings  (Loss)  Per  Share
     ----------------------------

     Earnings  (loss)  per  share  amounts  are  computed  based on the weighted
     average  number  of  shares  actually  outstanding.

     Statement of Cash Flows
     -----------------------
     For  the purposes of the statement of cash flows, the Company considers all
     highly  liquid  investments  with  a maturity of three months or less to be
     cash  equivalents.
                                      -36-
<PAGE>




                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)

                  NOTES  TO  FINANCIAL  STATEMENTS (CONTINUED)

                                NOVEMBER 30, 2002

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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

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

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

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

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

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

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

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

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

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

     Management uses estimates and assumptions in preparing financial statements
     in  accordance  with  generally  accepted  accounting  principles.  Those
     estimates  and  assumptions  affect  the reported amounts of the assets and
     liabilities,  the  disclosure of contingent assets and liabilities, and the
     reported  revenues  and  expenses.


                                      -37-
<PAGE>






                          BROOKMOUNT EXPLORATIONS INC.
                         ( An Exploration Stage Company)

                  NOTES  TO  FINANCIAL  STATEMENTS (CONTINUED)

                                NOVEMBER 30, 2002


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     Recent Accounting Pronouncements
     --------------------------------
     The Company does not expect that the  adoption  of other recent accounting
     pronouncements will have a material impact on  its  financial  statements.

3.   MINERAL  CLAIM

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

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

     The  claims  expire  on  January  31, 2002, and there no plans to have them
     renewed.


4.   RELATED  PARTY  TRANSACTIONS

     Related  parties  acquired  38%  of  the  common  stock  issued.


5.   GOING  CONCERN

     The  Company  will  need additional working capital to be successful in its
     planned  activities  and  continuation of the Company as a going concern is
     dependent  upon  obtaining additional working capital and the management of
     the  Company  has  developed  a strategy, which it believes will accomplish
     this  objective through additional equity funding, and long term financing,
     which  will  enable  the  Company  to  operate  for  the  coming  year.



                                      -38-
<PAGE>