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1

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedNovember 30,
2008.

OR

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

OR

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report

For the period from December 1, 2007 to November 30,
2008

Commission file number 000-30972

BRADNER VENTURES
LTD.(Exact name of Registrant as specified in its
charter)

Not Applicable(Translation of Registrants
name into English)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

Suite 1680, 200 Burrard Street Vancouver, British
Columbia, Canada V6C 3L6(Address of principal executive offices)

Richard Coglon, President, 604
693-0177richard@rlcstrategic.comSuite 1680, 200 Burrard Street Vancouver,
British Columbia, Canada V6C 3L6(Name, Telephone, E-mail and/or
Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Not Applicable      | Not Applicable                           

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2

Securities registered or to be registered pursuant to Section
12(g) of the Act.

Common Shares Without Par Value(Title of
Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

Not Applicable(Title of Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.

There were 6,058,256 common shares, without par value, issued
and outstanding as of November 30, 2008.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] YES
[X] NO

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.[ ] YES [ X ] NO

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[X] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

|Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X]
|--------------------------- | --------------------- | -------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [ ] | International Financial Reporting Standards
      as issued |         
|------------- | ----------------------------------------------------------- | --------
|              | by the International Accounting Standards
      Board[X ]   | Other[X]

If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow.

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[X] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).[X] YES [ ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. [ ] YES [ ] NO

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PART I

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of
1933 and Section 21E of the United States Securities Exchange Act of
1934. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors, that may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

As used in this annual report, the terms we, us, our,
company and Bradner mean Bradner Ventures Ltd., unless otherwise
indicated.

Unless otherwise indicated, all dollar amounts referred to
herein are in Canadian dollars.

ITEM 1 Identity of Directors, Senior Management and
Advisers

Not applicable.

ITEM 2 Offer Statistics and Expected Timetable

Not applicable.

ITEM 3 Key Information

|A. | Selected Financial Data
|-- | -----------------------

The following financial data summarizes selected financial data
for our company prepared in accordance with Canadian generally accepted
accounting principles for the five fiscal years ended November 30, 2008.
Additional information is presented to show the differences which would result
from the application of United States generally accepted accounting principles
to our financial information. The information presented below for the five year
period ended November 30, 2008 is derived from our audited financial statements
which were examined by our independent auditor. The information set forth below
should be read in conjunction with our audited financial statements and related
notes included in this annual report and with the information appearing under
the heading Item 5. Operating and Financial Review and Prospects. The data is
presented in Canadian dollars.

Selected Financial Data(Stated in Canadian
Dollars Calculated in accordance with Canadian GAAP)

Fiscal Year Ended November 30 (Audited)

|CANADIAN GAAP                       |   | 2008      |   |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |  
|----------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                                    |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Net Sales or Operating Revenue      | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Total Expenses                      | $ | 47,508    |   | $ | 61,980    |   | $ | 58,145    |   | $ | 71,186    |   | $ | 49,574    |  
|Other Income                        | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Income (Loss) from                  |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Continuing Operations               | $ | (47,508   | ) | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | )
|Net Loss and Comprehensive Loss for |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|the Year                            | $ | (47,508   | ) | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | )
|Net Loss and comprehensive loss per |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Common Share                        | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | )
|Total Assets                        | $ | 4,733     |   | $ | 6,236     |   | $ | 18,020    |   | $ | 80,120    |   | $ | 145,773   |  
|Total Stockholders Equity          |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(Deficiency)                        | $ | (95,267   | ) | $ | (52,759   | ) | $ | 9,221     |   | $ | 67,366    |   | $ | 138,552   |  
|Capital Stock                       | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |  

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|CANADIAN GAAP                  |   | 2008      |   |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |  
|------------------------------ | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|Number of Common Shares        |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(adjusted to reflect changes   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|in capital)                    |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |  
|Basic and Diluted Net Loss per |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Common Share                   | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | )
|Long-Term Debt                 | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Cash Dividends per Common      |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Share                          | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  

Selected Financial Data(Stated in Canadian
Dollars - Calculated in accordance with US GAAP)

Fiscal Year Ended November 30 (Audited)

|UNITED STATES GAAP                  |   | 2008      |   |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |  
|----------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                                    |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Net Sales or Operating Revenue      |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Total Expenses                      | $ | 47,508    |   | $ | 61,980    |   | $ | 58,145    |   | $ | 71,186    |   | $ | 49,574    |  
|Income (Loss) From Operations       | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Other Income                        | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Income (Loss) from                  |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Continuing Operations               | $ | (47,508   | ) | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | )
|Net loss and comprehensive loss for |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|the year                            | $ | (47,508   | ) | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | )
|Basic and Diluted Loss per Common   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Share                               | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | )
|Total Assets                        | $ | 4,733     |   | $ | 6,236     |   | $ | 18,020    |   | $ | 80,120    |   | $ | 145,773   |  
|Total Stockholders Equity          |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(Deficiency)                        | $ | (95,267   | ) | $ | (52,759   | ) | $ | 9,221     |   | $ | 67,366    |   | $ | 138,552   |  
|Capital Stock                       | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |  
|Number of Common Shares             |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(adjusted to reflect changes        |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|in capital)                         |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |  
|Diluted Net Income per              |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Common Share                        | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | )
|Long-term Debt                      | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  
|Cash Dividends per Common           |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Share                               | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |  

Reconciliation to United States Generally Accepted
Accounting Principles

There are no material differences between Canadian generally
accepted accounting principles and United States generally accepted accounting
principles on the balance sheets and statements of operations and cash flows of
our company.

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On May 7, 2008, the exchange rates in effect for
Canadian dollars exchanged for United States dollars, expressed in terms of
Canadian dollars (based on the noon buying rates listed with the Bank of Canada)
was $0.8537. For the past five fiscal years ended November 30, and for the five
monthly periods between November 2008 and December 2008, the following exchange
rates were in effect for Canadian dollars exchanged for United States dollars,
expressed in terms of Canadian dollars (based on the noon buying rates in New
York City, for cable transfers in Canadian dollars, as certified for customs
purposes by the Federal Reserve Bank of New York). As the Federal Reserve Bank
has discontinued the publication of foreign exchange rates on December 31, 2008
the rates for listed after December 31, 2008 are based on the exchange rates in
effect for Canadian dollars exchanged for United States dollars, expressed in
terms of Canadian dollars (based on the intra-day high/low rates between
08:00 (ET) and 16:00 (ET)listed with the Bank of Canada):

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Year Ended
    AverageNovember 30, 2004
    $1.3094November 30, 2005
    $1.2163November 30, 2006
    $1.1347November 30, 2007
    $0.9661November 30, 2008
    $1.2360


Month Ended
    Low/HighNovember 2008
    $1.207/$1.231December 2008
    $1.225/$1.245January 2009
    $1.1761/$1.2765February 2009
    $1.2160/1.2731March 2009
    $1.2192/$1.3066


|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable

|C. | Reasons for the Offer and Use of
      Proceeds
|-- | -----------------------------------------------

Not applicable

|D. | Risk Factors
|-- | ------------

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections or estimates made by our
company and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.

Such estimates, projections or other forward looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other forward
looking statements.

The common shares of our company are considered speculative
during the period of time that we are seeking to identify a new business
opportunity. You should carefully consider the following risks and uncertainties
in addition to other information in this annual report in evaluating our company
and our business before purchasing shares of our companys common stock. Our
business, operating and financial condition could be harmed due to any of the
following risks.

We are a company with a limited operating history which
makes it difficult to evaluate whether we will operate profitably.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business
opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a material
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside our control. There are no
assurances that we will be successful in addressing these risks, and the failure
to address such risks may adversely affect our business.

It is unlikely that we will generate any revenues while we seek
a suitable business opportunity. Our short and long-term prospects depend upon
our ability to select and secure a suitable business opportunity. In order for
our company to generate revenues, we will incur substantial expenses in the
location, acquisition and development of a suitable business opportunity. We
therefore expect to incur significant losses for the foreseeable future. We
recognize that if we are unable to generate significant revenues from our
business activities, our entire business may fail. There is no history upon
which to base any assumption as to the likelihood that we will be successful in
acquiring a suitable business opportunity or completing a business combination,
and we can provide no assurance to investors that we will generate any operating
revenues or achieve profitable operations.

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Our auditors opinion on our November 30, 2008 financial
statements includes an explanatory paragraph in respect of there being
substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $4,379,765 for the period from
June 22, 1983 (inception) to November 30, 2008. We anticipate generating losses
for at least the next 12 months. Therefore, there is substantial doubt about our
ability to continue operations in the future as a going concern as described in
the Comments for US Readers on Canada  US Reporting Differences by our auditors
with respect to the financial statements for the year ended November 30, 2008.
Our financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Our plans to deal with this uncertainty include raising
additional capital or entering into a strategic arrangement with a third party.
If we cannot continue as a viable entity, our shareholders may lose some or all
of their investment in our company.

We have not generated any revenues and our ability to
generate revenues is uncertain.

In the past, we have incurred substantial net losses. For the
year ended November 30, 2008, we incurred net losses of $47,508, and for the
year ended November 30, 2007, we incurred net losses of $61,980. We also have an
accumulated deficit of $4,379,765 as at November 30, 2008. At this time, our
ability to generate any revenues is uncertain. As we do not have sufficient
funds to finance our daily operating costs for the next twelve months, we will
require additional funds to finance the acquisition of a suitable business
opportunity or complete a business combination. We do not expect to generate any
revenues for the foreseeable future. Accordingly, we will require additional
funds, either from equity or debt financing, to maintain our daily operations in
the future and to locate, acquire and develop a suitable business opportunity or
complete a business combination. Obtaining additional financing is subject to a
number of factors, including investor acceptance of any business we may acquire
or combine with in the future and general investor sentiment. Financing,
therefore, may not be available on acceptable terms, if at all. The most likely
source of future funds presently available to us is through the sale of equity
capital. Any sale of share capital, however, will result in the dilution the
shareholdings of existing shareholders. If we are unable to raise additional
funds, we may be forced to delay our plan of operation and our entire business
may fail.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, our independent
auditors have expressed substantial doubt about our ability to continue as a
going concern.

We have no agreement for a business combination or other
transaction and there can be no assurance that we will be able to successfully
identify and evaluate a suitable business opportunity.

As at the date of this annual report, we have no arrangement,
agreement or understanding with respect to acquiring a business opportunity or
engaging in a business combination with any private entity. The success of our
company following an entry into any business opportunity or business combination
will depend to a great extent on the operations, financial condition and
management of any identified business opportunity. While management intends to
seek business opportunities and/or business combinations with entities with
established operating histories, there is no assurance that we will successfully
locate business opportunities meeting such criteria. In the event that we
complete a business combination or otherwise acquire a business opportunity, the
success of our operations may be dependent upon management of the successor firm
or venture partner firm, together with a number of other factors beyond our
control.

As there is a large number of established and well-financed
entities actively seeking suitable business opportunities and business
combinations, we are at a competitive disadvantage in identifying and completing
such opportunities.

We are, and will continue to be, an insignificant participant
seeking a suitable business opportunity or business combination. A large number
of established and well-financed entities, including venture capital firms, are
active in seeking suitable business opportunities or business combinations which
may also be desirable target candidates for our company. Virtually all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than our company. Consequently, we are at a competitive
disadvantage in identifying possible business opportunities and completing a
business combination. In addition, we will also compete with numerous other
small public companies seeking suitable business opportunities or business
combinations.

We are dependent upon managements personal abilities to
evaluate business opportunities and the loss of the services of any of these
individuals may adversely affect the development of our business.

While seeking to acquire a business opportunity, management
anticipates devoting up to 100 hours per month to the business of our company.
Our officers have not entered into written employment agreements with our
company with respect to our proposed plan of operation and are not expected to
do so in the foreseeable future. We have not obtained key man life insurance
with

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regard to our officers or directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of any of these individuals would adversely affect the development of our business and our continuing
operations.

We do not consider that our current management team is vital to our continued operations. The loss of the services of any of these individuals, for any reason, is unlikely to have a material adverse effect on our operations and our ability to
locate, acquire and develop a suitable business opportunity or business combination. There can be no assurance that we will be able to find suitable replacements for such persons. Furthermore, we do not maintain key man life insurance on
the lives of these individuals. To the extent that the services of any of these individuals become unavailable, we will be required to retain other qualified persons. There can be no assurance, however, that we will be able to find such persons, or
to attract such persons to our company upon acceptable terms.

We have not conducted market research on the demand for the acquisition of a business opportunity or combination and there is no assurance that we will successfully complete such an acquisition or combination.

We have not conducted or received results of market research indicating that there is a demand for the acquisition of a business opportunity or business combination as contemplated by our company. Even if there is demand for the acquisition of a
business opportunity or combination, there is no assurance that we will successfully complete such an acquisition or combination.

Because our proposed operations may result in a business combination with only one entity we may be subject to economic fluctuations within a particular business or industry, which could increase the risks associated with our operations.

In all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entitys business. Our inability to diversify our
activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

We are subject to regulation under the Securities Exchange Act of 1934 and we may be subject to regulation under the Investment Company Act of 1940 if we engage in a business combination which results in us holding passive investment interests in
a number of entities.

Although we are subject to regulation under the Securities Exchange Act of 1934, management believes that we are not subject to regulation under the Investment Company Act of 1940, insofar as we are not engaged in the business of
investing or trading in securities. In the event that we engage in business combinations which result in our company holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act
of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as
to the status of our company under the Investment Company Act of 1940 and consequently, any violation of such legislation would subject us to material adverse consequences.

If we complete a business opportunity or combination, management of our company may be required to sell or transfer common shares and resign as members of our board of directors.

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business
opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result
in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may be required to issue a substantial number of common shares which would dilute the shareholdings of our current shareholders and result in a change of control of our company.

Our primary plan of operation is based upon the acquisition of a business opportunity or a business combination with a private company. The likely result of such a transaction would result in our company issuing common shares to shareholders of such
private company. Issuing previously authorized and unissued common shares in the capital of our company will reduce the percentage of common shares owned by existing shareholders and may result in a change in the control of our company and our
management.

We may be subject to Canadian tax consequences if we acquire a business opportunity or combination.

Canadian tax consequences will, in all likelihood, be a major consideration in any business acquisition or combination that we elect to undertake. Typically, these transactions may be structured in such a manner so as to result in a tax-free
transaction

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pursuant to various Canadian tax provisions. We intend to structure any business combination so as to minimize the tax consequences to both our company and the target entity. However, there can be no assurance that a business combination will meet
the statutory requirements for a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of common shares or assets. A non-qualifying reorganization could result in the imposition of taxes, which may
have an adverse effect on both parties to the transaction.

The requirement of audited financial statements may disqualify a potential business opportunity or combination.

Management believes that any potential business opportunity or target company must provide audited financial statements for review and for the protection of all parties to the business acquisition or combination. One or more attractive business
opportunities may forego a business combination with our company rather than incur the expenses associated with preparing audited financial statements.

If we are unable to obtain additional capital to finance the development of any business opportunity that we acquire, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire.

Over the twelve month period ending November 30, 2009, we anticipate that we will incur approximately $30,000 in operating costs and the continued pursuit of identifying a suitable business opportunity or combination. We do not have sufficient
funds to cover our estimated daily operating costs during the next twelve months and as we have not generated any revenues to date, we will be required to raise additional funding through private placements of our equity securities and/or debt
financing. In addition, any business combination or business opportunity that we may elect to enter into may require that we raise additional financing. We anticipate that we would secure any additional financing necessary through a private
placement of our common shares.

There can be no assurance that any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us
could have a material adverse effect upon our company. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders will result. If adequate funds are not available on acceptable terms when needed,
we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, and our entire business may fail.

Upon completion of a business opportunity or combination, there can be no assurance that we will be able to successfully manage or achieve growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including, but not limited to, our ability to hire and train management and other employees and
the adequacy of our financial resources. There can be no assurance that we will be able to successfully manage any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a material
adverse effect on our company.

Our common stock is illiquid and shareholders may be unable to sell their shares.

Our common stock is currently quoted on the Over-the-Counter Bulletin Board and is thinly traded. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common
stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment and changes in earnings estimates by analysts may cause the
price of our common shares to fluctuate substantially. In addition, the Over-the-Counter Bulletin Board is not an exchange and, because trading of securities on the Over-the-Counter Bulletin Board is often more sporadic than the trading of
securities listed on an exchange of the Nasdaq Stock Market, Inc., you may have difficulty reselling any of the shares you purchase from our selling shareholders.

Securities class-action litigation has often been instituted following periods of volatility in the market price of a companys securities. Such litigation, if instituted against our company, could result in substantial costs for our company
and a diversion of managements attention and resources.

Our Articles contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our Articles contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them
in a civil, criminal or administrative action or proceeding to which they are made a party by reason of their being or having been a director or officer of our company.

---

Investors interests in our company will be diluted and
investors may suffer dilution in their net book value per share if we issue
additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 75,000,000
common shares and 25,000,000 preference shares. In the event that we are
required to issue additional shares or enter into private placements to raise
financing through the sale of equity securities, investors interests in our
company will be diluted and investors may suffer dilution in their net book
value per share depending on the price at which such securities are sold. If we
do issue additional shares, it will cause a reduction in the proportionate
ownership and voting power of all existing shareholders.

Trading of our stock may be restricted by the Securities and
Exchange Commissions Penny Stock regulations which may limit a stockholders
ability to buy and sell our stock.

The United States Securities and Exchange Commission has
adopted regulations which generally define penny stock to be any equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors. The term accredited investor
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the Securities and Exchange Commission which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a shareholders ability
to buy and sell our stock.

In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

ITEM 4 Information on Bradner Ventures Ltd.

|A. | History and Development of Bradner
      Ventures Ltd.
|-- | ------------------------------------------------------

Our company was incorporated pursuant to the laws of the
Province of British Columbia under the British Columbia Company Act in
June 1983 under the name Bradner Resources Ltd.. On December 13, 1999, our
name was changed to our present legal and commercial name Bradner Ventures
Ltd.. On March 29, 2004, the British Columbia Business Corporations Act
came into effect, replacing the British Columbia Company Act. As required
by the Business Corporations Act, our company was transitioned under
the Business Corporations Act, effective March 31, 2004.

Our company is currently a reporting issuer under the
securities laws of British Columbia and Alberta.

Our corporate offices are located at Suite 1680, 200 Burrard
Street, Vancouver, British Columbia, Canada, V6C 3L6. Our telephone number is
(604) 682-0588 and our facsimile number is (604) 638.3525.

|B. | Business Overview
|-- | -----------------

---

For the fiscal years ended November 30, 2008, 2007 and 2006, we
incurred net losses of $47,508, $61,980, and $58,145 respectively. We did not
generate any revenues during such periods.

Our company does not have an operating business, and as a
result, our management is currently seeking to identify a suitable business
opportunity or a suitable business with which to enter into a business
combination. Management does not believe that we will be able to generate
revenues without identifying and completing the acquisition of a suitable
business opportunity. If we are unable to identify such an opportunity, our
shareholders will not realize a return on their investment in our company and
there will be no market for our common shares.

If a business opportunity is identified, we will investigate
and evaluate the business opportunity and carry out due diligence on the
identified entity and its management. In selecting a suitable business
opportunity, management of our company intends to focus on the potential for
future profits and the strength of the entitys management team. Management
believes that the greatest potential lies in resource based companies.
Nevertheless, this shall not preclude any other category of business or industry
from being investigated and evaluated by our company as opportunities arise.

Our company will conduct an investigation to identify
appropriate business opportunities. We will seek a potential business
opportunity from all known sources but will rely principally upon personal
contacts of our officers and directors, as well as indirect associations between
them and their business and professional associates.

The analysis of new business opportunities will be undertaken
by or under the supervision of our officers and directors. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to their attention through present associations with management. In
analyzing prospective business opportunities, management will consider certain
factors, including the following:

- available technical, financial and managerial resources;
- working capital and other financial requirements;
- history of operations;
- future prospects;
- present and expected competition;
- quality and experience of management services available and the depth of
  management;
- potential for research, development or exploration, if applicable;
- specific risk factors or unforeseen and probable risk factors which may
  impact our proposed activities;
- potential for growth or expansion;
- potential for profit;
- perceived public recognition or acceptance of products, services or trades;
  and
- name identification.

Upon identifying a suitable target entity with which to enter
into a business opportunity or business combination, our management intends to
personally meet with management and key personnel of the target business as part
of the due diligence process. Our management intends to utilize all sources of
available information, including written reports as well as personal
investigation, to evaluate the factors set out above. We do not intend to
acquire or merge with any company for which audited financial statements cannot
be obtained.

Opportunities in which we participate will present certain
risks, many of which cannot be identified adequately prior to selecting a
specific opportunity. Our shareholders must, therefore, depend on management to
identify and evaluate such risks. Promoters of some opportunities may have been
unable to develop a going concern or may present a business in its development
stage where the entity has not generated significant revenues from its principal
business activities. Even if we enter into a business opportunity or business
combination with a prospective entity, there is a risk that the combined
enterprise may not become a going concern or advance beyond the development
stage. Other opportunities may involve new and untested products, processes, or
market strategies which may not succeed. Such risks will be assumed by our
company and our shareholders.

---

The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial time and attention
from our management as well as substantial costs for accountants, attorneys and
others. If a decision is made not to participate in a specific business
opportunity, the costs incurred in negotiation and due diligence will not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss of all expenditures by our company up to that date.
Management believes that our company will not generate revenues unless we
identify and complete an acquisition of a suitable business opportunity or enter
into some form of business combination with a suitable company. If no such
business is identified, and no such transaction is consummated, our company will
continue to not generate any revenues and our shareholders may not realize a
return on their investment.

In structuring a particular business acquisition or
combination, our company may become a party to a merger, consolidation,
reorganization, joint venture, franchise or licensing agreement with another
corporation or entity. We may also purchase stock or assets of an existing
business. We are unable to estimate the cost of a merger with an existing
company or the acquisition of a business opportunity. However, the costs
associated with a merger or the acquisition of a business opportunity will be
borne by our company. In the event that we do not have sufficient working
capital, our directors have agreed to undertake the costs associated with such a
transaction. Once a transaction is complete, it is possible that our present
management and shareholders will not be in a control position of our company. In
addition, a majority or all of our officers and directors may, as part of the
terms of the transaction, resign and be replaced by new officers and directors
without a vote of our shareholders.

It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from registration under
applicable securities laws. In some circumstances, however, as a negotiated
element of such a transaction, we may agree to register such securities either
at the time the transaction is consummated, under certain conditions or at a
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in our common
shares may dilute the percentage shareholdings of our existing shareholders.

As part of our investigation, officers and directors of our
company may:

- meet personally with management and key personnel;
- visit and inspect material facilities;
- obtain independent analysis or verification of certain information
  provided;
- check references of management and key personnel; and
- take other reasonable investigative measures, to the extent allowed by our
  limited financial resources and management expertise.

The manner in which we participate in an opportunity with a
target company will depend on the nature of the opportunity, the requirements of
our company and other parties, the management of the business entity and our
relative negotiating strength in the particular transaction. With respect to any
mergers or acquisitions, our management intends to focus negotiations with the
target companys management on the percentage of our company that the target
companys shareholders would acquire in exchange for their shareholdings in the
target company. Depending upon the target companys financial position, our
shareholders will, in all likelihood, hold a lesser percentage ownership
interest in our company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event we acquire a
target company with substantial assets. Any merger or acquisition effected by us
can be expected to have a significant dilutive effect on the percentage of
shares held by our existing shareholders immediately prior to such a
transaction.

There can be no assurance that management of our company will
be able to identify and enter into a suitable business opportunity or business
combination or that management has the requisite experience to recognize and
understand a business operation that would benefit our company. In the event
that management is able to locate what it considers to be a suitable business
opportunity, there can be no assurance that the acquisition of such business
opportunity or the entering into of a business combination will be successful.
Selecting a business opportunity will be complex and extremely risky. Because of
general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, management believes that there
are numerous firms seeking the benefits of publicly-traded corporations. Such
benefits include:

- facilitating or improving the terms on which additional equity financing
  may be sought;
- providing liquidity for the principals of a business;
- creating a means for providing incentive stock options or similar benefits
  to key employees; and

---

- providing liquidity for shareholders, subject to applicable securities
  laws.

In contrast, negative aspects of becoming a publicly traded
corporation include, among others:

- complying with the requirements of the Securities Exchange Act of 1934,including the Sarbanes-Oxley Act;
- complying with the requirements of the British Columbia Securities Actand the Alberta Securities Act;
- distracting managements attention from the daily operations of our
  company;
- restricting publicity and other marketing activities to ensure compliance
  with securities law requirements and minimize potential liability for our
  company and management;
- exposure of our officers and directors to lawsuits and liability under
  securities laws; and
- increased legal, accounting and other expenses connected with operating a
  public company.

As of the date of this annual report, we have not entered into
an agreement, understanding or arrangement concerning the acquisition or
potential acquisition of a specific business opportunity.

Over the twelve month period ending November 30, 2009, we
anticipate that we will incur approximately $50,000 in operating costs and the
continued pursuit of identifying a suitable business opportunity or combination.
We expect that any future funding requirements, if required, will be raised
through private placements of our equity securities and/or debt financing.

|C. | Organizational Structure
|-- | ------------------------

As of the date of this annual report, we do not have any
subsidiaries.

|D. | Property, Plant and Equipment
|-- | -----------------------------

We currently a records admin office located at Suite 1680, 200
Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. We believe that
our current office arrangements provide adequate space for our foreseeable
future needs.

|ITEM 4A Unresolved Staff Comments
|---------------------------------

Not applicable.

ITEM 5 Operating and Financial Review and Prospects

The information in this section is presented in accordance with
Canadian generally accepted accounting principles and has not been reconciled to
United States generally accepted accounting principles.

|A. | Operating Results
|-- | -----------------

Our company did not generate any revenues during fiscal 2008 or
2007. Our company continues to seek out a suitable business opportunity or
business combination. Our management does not believe that we will be able to
generate revenues until our company locates, acquires and develops a suitable
business or until our company enters into a business combination with an entity
that has a suitable pre-existing business.

If our company identifies a suitable business opportunity, we
intend to conduct appropriate due diligence in order to evaluate the business
and determine whether it is more advantageous to acquire the business or to
enter into a business combination to share in the ownership of the business. In
selecting a suitable business, our management intends to focus on management
experience and the potential for future profits. Management currently believes
that the greatest opportunity lies in resource based companies. Nevertheless,
this will not preclude our company from considering other businesses or
industries.

Year ended November 30, 2008 Compared to Year ended November
30, 2007

The following table provides selected quarterly financial
information for 2008 for our company:

---

|                                      |   | November 30 |   |   | August 31   |   |   | May
      31 |   |   | February 29 |  
|------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | - | - | ----------- | -
|                                      |   |             |   |   | (Unaudited) |   |   |              |  
|Revenues                              | $ | Nil         |   | $ | Nil         |   | $ | Nil          |   | $ | Nil         |  
|                                      |   |             |   |   |             |   |   |              |   |   |             |  
|Net loss                              |   | (17,315     | ) |   | (10,356     | ) |   | (12,135      | ) |   | (7,702      | )
|                                      |   |             |   |   |             |   |   |              |   |   |             |  
|Basic and Diluted earnings (loss) per |   |             |   |   |             |   |   |              |   |   |             |  
|share                                 |   | (0.01       | ) |   | (0.00       | ) |   | (0.00        | ) |   | (0.00       | )

We incurred a loss for the year ended November 30, 2008 of
$47,508 or $(0.01) per share compared to a loss of $61,980 or $(0.01) per share
for the year ended November 30, 2007. The decrease in the net loss of fiscal
2008 as compared to fiscal 2007 was due to a decrease in professional fees,
mineral property exploration and office and miscellaneous.

Expenses were $47,508 for the fiscal year ended November 30,
2008, compared to $61,980 for fiscal 2007 and $58,145 for fiscal 2006. Expenses
incurred in the fiscal year ended November 30, 2008 and in the quarter ended
November 30, 2008 were primarily those required to maintain our continuous
disclosure requirements as a public company while we seek to identify a suitable
business opportunity or business combination.

Total cash inflow for the year ended November 30, 2008 was
$3,721 compared to a cash outflow of $15,993 for the year ended November 30,
2007 and a cash outflow of $61,381 for the year ended November 30, 2006. The
increase in cash inflow of our 2008 fiscal year end as compared to our 2007
fiscal year end was due primarily to a short term advance of $25,000 we received
from a director during 2008, $15,000 from a shareholder and $5,000 deposit
refund for mineral claim exploration. The decrease in cash outflow from our 2007
fiscal year to our fiscal 2006 was due to lower operating expenses.

Year ended November 30, 2007 Compared to Year ended November
30, 2006

The following table provides selected quarterly financial
information for 2007 for our company:

|                                      |   |             |   |   | 2007        |   |   |              |  
|------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                      |   |             |   |   |             |   |   |              |  
|                                      |   | November 30 |   |   | August 31   |   |   | May
      31 |  
|                                      |   |             |   |   | (Unaudited) |   |   |              |  
|Revenues                              | $ | Nil         |   | $ | Nil         |   | $ | Nil          |  
|                                      |   |             |   |   |             |   |   |              |  
|Net loss                              |   | (14,988     | ) |   | (19,860     | ) |   | (19,589      | )
|                                      |   |             |   |   |             |   |   |              |  
|Basic and Diluted earnings (loss) per |   |             |   |   |             |   |   |              |  
|share                                 |   | (0.00       | ) |   | (0.01       | ) |   | (0.00        | )

We incurred a loss for the year ended November 30, 2007 of
$61,980 or $(0.01) per share compared to a loss of $58,145 or $(0.01) per share
for the year ended November 30, 2006. The increase in the net loss of fiscal
2007 as compared to fiscal 2006 was due to an increase in professional fees,
mineral property exploration and office and miscellaneous.

Expenses were $61,980 for the fiscal year ended November 30,
2007, compared to $58,145 for fiscal 2006. Expenses incurred in the fiscal year
ended November 30, 2007 and in the quarter ended November 30, 2007 were
primarily those required to maintain our continuous disclosure requirements as a
public company while we seek to identify a suitable business opportunity or
business combination.

Total cash outflow for the year ended November 30, 2007 was
$15,993 compared to a cash outflow of $61,381 for the year ended November 30,
2006. The decrease in cash outflow of our 2007 fiscal year end as compared to
our 2006 fiscal year end was due primarily to a short term advance of $50,000 we
received from a director during 2007.

|B. | Liquidity and Capital Resources
|-- | -------------------------------

We have cash of $4,623 as at November 30, 2008, compared to
$902 as at November 30, 2007. During the year ended November 30, 2008, we spent
$47,508 on operating activities, received $25,000 from a director and $15,000
from a shareholder as advances and received a refund of $5,000 that was used as
a deposit in connection with the general acquisition of an exploration permit,
thereby increasing our cash position from $902 at November 30, 2007 to $4,623 at
November 30, 2008. Our companys operating expenses of $47,508 for the fiscal
year ended November 30, 2008 included professional fees (accounting,

---

administration and legal) of $34,665, transfer agent and
regulatory fees of $6,576, office and miscellaneous fees of $5,015 and other
expenses of $1,252.

We had cash of $902 as at November 30, 2007, compared to
$16,895 as at November 30, 2006. During the year ended November 30, 2008, we
spent $47,508 on operations and had no cash inflows from financing activities,
thereby decreasing our cash position from $16,895 at November 30, 2006 to $902
at November 30, 2007. Our companys operating expenses of $61,980 for the fiscal
year ended November 30, 2007 included professional fees (accounting,
administration and legal) of $39,996, mineral property exploration of $3,921,
transfer agent and regulatory fees of $5,790, office and miscellaneous fees of
$9,757 and other expenses of $2,516..

We are currently seeking a business opportunity or business
combination. If our company is successful in locating such a business and
ultimately seeks to acquire or combine with the business, our company will incur
expenses as part of the due diligence and transactional process. If an
acquisition or business combination agreement is concluded in fiscal 2009, we
anticipate that significant professional, filing and due diligence costs will be
incurred by our company and, as a result, we will be forced to seek additional
financing to fund the acquisition or business combination.

Our current plan of operation is to acquire a prospective
business opportunity. We did not enter into any definitive agreements during
fiscal 2008 in regards to the acquisition of a suitable business opportunity.
Our company has limited financing upon which to continue our operations, and we
anticipate that any acquisition that our company may ultimately seek to enter
into will require additional financing. We presently do not have any
arrangements in place for the financing of our continued operations or the costs
associated with locating, acquiring and developing a prospective business
opportunity.

Even if we are able to acquire a business opportunity or an
interest in a business opportunity, there is no assurance that any revenues will
be generated by us or that revenues generated would be sufficient to provide a
return to investors.

Operating Activities

Operating activities used cash of $41,279 for the year ended
November 30, 2008 compared to $60,993 for the year ended November 30, 2007.

Investing Activities

Investing activities provided cash of $5,000 for the year ended
November 30, 2008 due to refund of deposit in mineral properties, compared to
cash used of $5,000 for the year ended November 30, 2007.

Financing Activities

Financing activities provided cash of $40,000 for the year
ended November 30, 2008, compared to $50,000 for the year ended November 30,
2007.

Capital Resources

We anticipate that we will incur approximately $50,000 for
operating expenses over the next twelve months, exclusive of any acquisition or
development costs. These expenses include professional legal and accounting
expenses associated with our company being a reporting issuer in the United
States under the Securities Exchange Act of 1934 and a reporting issuer
in British Columbia.

This estimate may increase if we are required to carry out due
diligence investigations in regards to any prospective business opportunity or
if the costs of negotiating acquisition agreements are greater than anticipated.
We had cash in the amount of $4,623 and a working capital deficiency in the
amount of $95,267 as of November 30, 2008. Presently, we are in the process of
seeking a business opportunity and do not receive any revenue to meet our
operating and capital expenses. We will require additional funding to carry out
our plan of operation for the next twelve months. Due to the uncertainty of our
ability to meet our current operating expenses and the capital expenses, our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern.

We are currently seeking a business opportunity or business
combination. If our company is successful in locating such a business and
ultimately seeks to acquire or combine with the business, our company will incur
expenses as part of the due diligence and transactional process. If an
acquisition or business combination agreement is concluded in fiscal 2009, we
anticipate that significant professional, filing and due diligence costs will be
incurred by our company and, as a result, we will be forced to seek additional
financing to fund the acquisition or business combination.

---

Our current plan of operation is to acquire a prospective business opportunity. We did not enter into any definitive agreements during the year ended November 30, 2008 in regards to the acquisition of a suitable business opportunity. Our company has
limited financing upon which to continue our operations, and we anticipate that any acquisition that our company may ultimately seek to enter into will require additional financing. We presently do not have any arrangements in place for the
financing of our continued operations or the costs associated with locating, acquiring and developing a prospective business opportunity. It is not possible to estimate such funding requirements until our company enters into a definitive agreement
to either acquire a business or to enter into a business combination and participate in the business.

Even if we are able to acquire a business opportunity or an interest in a business opportunity, there is no assurance that any revenues will be generated by us or that revenues generated would be sufficient to provide a return to investors.

Application of Critical Accounting Policies

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to the impairment of mineral
property interests and the determination of reclamation obligations. Actual results could differ from those estimates. By their nature, such estimates are subject to measurement uncertainty and the effect on the financial statements of changes in
such estimates in future periods could be significant.

The financial statements have, in managements opinion, been properly prepared within the framework of the significant accounting policies summarized below.

Foreign Currency Translation

Monetary items denominated in foreign currencies are translated into Canadian dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or
obligations incurred. Foreign currency denominated revenue and expense items are translated at exchange rates prevailing at the transaction date. Gains or losses arising from the translations are included in operations.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of our companys stock, the expected lives of
awards of stock-based compensation, the fair value of our companys stock and the risk-free interest rate. The estimated fair value of awards of stock-based compensation is charged to expense as awards vest, with offsetting amounts recognized
as contributed surplus.

Mineral Properties

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either
through sale or abandonment. If put into production, the costs of acquisition will be amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited
against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property costs will be written-off to operations.

Mineral properties exploration costs are expensed when incurred. Recorded costs of mineral properties are not intended to reflect present or future values of mineral properties.

Change in Accounting Policies

The Company follows Section 3855 Financial Instruments  Recognition and Measurement and Section 3861 Financial Instruments  Disclosure and Presentation. Section 3855 prescribes when a financial asset, financial
liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of
these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured initially and subsequently on the
balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured subsequently on the balance sheet at amortized cost.

---

The Company adopted the CICA guidelines of Section 3862,
Financial Instruments  Disclosures, and Section 3863, Financial Instruments 
Presentation. These standards replace CICA 3861, Financial Instruments 
Disclosure and Presentation. These standards increase the disclosures currently
required, which will enable users to evaluate the significance of financial
instruments for an entitys financial position and performance, including
disclosures about fair value. In addition, disclosure is required of qualitative
and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk,
liquidity risk, and market risk. The quantitative disclosures must provide
information about the extent to which the company is exposed to such risk, based
on information provided internally to the entitys key management personnel.

Financial instruments issued by the Company are treated as
equity only to the extent that they do not meet the definition of a financial
liability. The Companys common shares are classified as equity instruments.

Subsequent measurement and changes in fair value will depend on
their initial classification, as follows: held-for-trading financial assets are
measured at fair value and changes in fair value are recognized in net earnings;
available-for-sale financial instruments are measured at fair value with changes
in fair value recorded in other comprehensive income until the investment is
derecognized or impaired at which time the amounts would be recorded in net
earnings.

The Company classifies and measures its
financial instruments as follows:

- Cash are classified as held-for-trading. They are
  measured at fair value and changes in fair value are recognized in the
  statements of operations.
- Accounts payable and accrued liabilities and
  advances payable are classified as other financial liabilities and are
  measured at fair value at inception. They are measured at amortized cost using
  the effective interest rate at subsequent periods. Change in fair value is
  recognized in the statements of comprehensive loss.

The Companys risk exposures and the impact on the Companys
financial instruments are summarized below:

| | a) | Credit Risk
| | -- | -----------

Credit risk is the risk of financial
loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. The Company manages credit risk by
investing its cash with a Canadian Chartered bank. The Companys other asset is
Goods and Services Tax recoverable from the Federal Government of Canada. The
maximum exposure to credit risk at at minimal at this time.

| | b) | Liquidity Risk
| | -- | --------------

Liquidity risk is the risk that the
Company is not able to meet its financial obligations as they become due. There
can be no assurance that the Company will be able to obtain adequate financing
in the future or that the terms of such financing will be favourable. The
Company may seek additional financing through equity offerings and advances from
related parties, but there can be no assurance that such financing will be
available on terms acceptable to the Company.

| | c) | Interest Rate Risk
| | -- | ------------------

Interest rate risk is the risk that
future cash flows will fluctuate as a result of changes in market interest
rates. As the Company has no interest-bearing investments or debt, it is not
exposed to interest rate risk at this time. In respect of financial liabilities,
the advances payable are not subject to interest rate risk because they are
non-interest bearing payable.

| | d) | Foreign Currency Risk
| | -- | ---------------------

Foreign currency exchange rate risk is
the risk that the fair value or future cash flows will fluctuate as a result of
changes in foreign exchange rates. As significant transactions of the Company
are denominated in Canadian dollars, the Company is not significantly exposed to
foreign currency exchange risk at this time.

Accounting Changes

The Company adopted CICA Handbook Section 1506 Accounting
Changes which revises the standards on changes in accounting policy, estimates
or errors to require a change in accounting policy to be applied retrospectively
(unless doing so is impracticable or is specified otherwise by a new accounting
standard), changes in estimates to be recorded prospectively, and prior period
errors to be corrected retrospectively. Voluntary changes in accounting policy
are allowed only when they result in

---

financial statements that provide reliable and more relevant
information. In addition, these revised standards call for enhanced disclosures
about the effects of changes in accounting policies, estimates and errors on the
financial statements. The impact of this new standard cannot be determined until
such time as the Company makes a change in accounting policy, other than the
changes resulting from the implementation of the new CICA Handbook standards
discussed in this note.

Cash Distributions

The Company follows the CICA Handbook Section 1540, Cash Flow
Statements, which has been amended to require additional disclosures where cash
distributions are made in accordance with a contractual obligation for cash
distributions. The adoption of this section has not resulted in any changes on
the disclosure within the financial statements.

Capital Disclosures

Effective December 1, 2007, the Company adopted the new CICA
guidelines of Section 1535, Capital Disclosures, which requires companies to
disclose their objectives, policies and processes for managing capital,
quantitative data about what the entity regards as capital, and whether
companies have complied with externally imposed capital requirements and, if not
in compliance, the consequences of such non-compliance.

In the management of capital, the Company includes cash in the
definition of capital.

The Company manages its capital structure and makes adjustments
to it, based on the funds available to the Company, in order to seek and
identify suitable business opportunities or business combinations in Canada. The
board of directors does not establish quantitative return on capital criteria
for management, but rather relies on the expertise of the Companys management
to sustain future development of the business.

The Company places its cash with institutions of high credit
worthiness. At November 30, 2008, the Company had cash of $4,623 (2007:
$902).

The Company currently has not identified business
opportunities; as such the Company has historically relied on the equity markets
and advances from related parties to fund its activities. In order to carry out
identifying business opportunities and pay for administrative costs, the Company
will spend its existing working capital and raise additional funds as needed.
The Company will continue to assess new opportunities and seek to acquire
business if it feels there are sufficient benefits to the Company and if it has
adequate financial resources to do so.

Management reviews its capital management approach on an
ongoing basis and believes that this approach, given the relative size of the
Company, is reasonable.

Recently New Accounting Standards under United States
Generally Accepted Accounting Principles

In July 2006, Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 clarifies the accounting for income taxes by prescribing the
minimum recognition threshold a tax position is required to meet before being
recognized in the financial statements. FIN 48 also provides guidance on
derecognition, measurement, classification, interest and penalties, accounting
in interim periods, disclosure and transition. The interpretation applies to all
tax positions related to income taxes subject to FASB Statement No. 109. FIN 48
is effective for fiscal years beginning after December 15, 2006. Differences
between the amounts recognized in the statements of financial position prior to
the adoption of FIN 48 and the amounts reported after adoption should be
accounted for as a cumulative-effect adjustment recorded to the beginning
balance of retained earnings. The adoption of FIN 48 did not have a material
impact on the Companys financial statements.

In September 2006, FASB issued SFAS No. 157, Fair Value
Measurements in order to define fair value, establish a framework for measuring
fair value and to expand disclosures about fair value measurements. This
statement only applies when other standards require or permit the fair value
measurement of assets and liabilities. This statement is effective for fiscal
periods commencing after November 15, 2007. The adoption of SFAS No. 157 did not
have a material impact on the Companys financial statements.

On February 15, 2007, FASB issued SFAS No. 159 The Fair Value
Option for Financial Assets and Financial Liabilities. This Statement
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities. SFAS No. 159 is effective for fiscal
periods commencing after November 15, 2008. The adoption of SFAS No. 159 is not
expected to have a material impact on the Companys financial statements.

---

In May 2008, FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  An interpretation of FASB Statement
No. 60. SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities, and requires expanded disclosures about financial guarantee
insurance contracts. It is effective for financial statements issued for fiscal
years beginning after December 15, 2008, except for some disclosures about the
insurance enterprises risk-management activities. SFAS 163 requires that
disclosures about the risk-management activities of the insurance enterprise be
effective for the first period beginning after issuance. Except for those
disclosures, earlier application is not permitted. The adoption of this
statement is not expected to have a material effect on the Companys financial
statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on the Companys financial statements.

In March 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161 is
intended to improve financial standards for derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entitys financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of SFAS No. 161 on
its financial statements, and the adoption of this statement is not expected to
have a material effect on the Companys financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements Liabilities an Amendment of ARB
No. 51. This statement amends ARB 51 to establish accounting and reporting
standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Companys financial statements.

|C. | Research and Development, Patents and
      Licenses etc.
|-- | ---------------------------------------------------------

We do not currently, and did not previously, have research and
development policies in place. Over the past three fiscal years, no funds were
expended by our company on research and development activities.

|D. | Trend Information
|-- | -----------------

We do not currently know of any trends that would be material
to our operations.

|E. | Off-Balance Sheet Arrangements
|-- | ------------------------------

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.

|F. | Contractual Obligations
|-- | -----------------------

We do not have any contractual obligations.

ITEM 6 Directors, Senior Management and Employees

|A. | Directors and Senior Management
|-- | -------------------------------

The following table sets forth the names and business
experience of each of our directors and officers, as of the date hereof:

---

|                      |                                    | Date of                                            
|--------------------- | ---------------------------------- | ---------------------------------------------------
|                      |                                    | Commencement of                                    
|                      |                                    | Office with our                                    
|Name and Age          | Present Position with our Company  | Company                                            
|                      |                                    |                                                    
|Richard Coglon(1)(49) | Director Secretary
      President | November 26, 2001 March
      16, 2004 May 26, 2004
|                      |                                    |                                                    
|Anthony Knott(1)(61)  | Director                           | April 21, 2005                                     

(1)Member of our audit committee.

Richard Coglon

Mr. Coglon graduated from the University of Alberta in 1982
with a Bachelor of Commerce degree. In 1983, he attended the University of
Victoria and received his Bachelor of Laws degree in 1986. Mr. Coglon was called
to the Bar in British Columbia, Canada in 1987 and practised in the areas of
corporate finance and securities law until January 1, 2003 when Mr. Coglon
ceased the active practice of law to concentrate on his other business
ventures.

In 1995, Mr. Coglon co-founded Velvet Exploration Ltd., a
start-up oil exploration and production company. Velvet was listed on the
Toronto Stock Exchange and sold in August of 2001 in a friendly takeover
transaction with El Paso Energy. Mr. Coglon was the president and a director of
Heartland Oil and Gas Corp., a company that has a class of shares registered
under the Securities Exchange Act of 1934, during its exploration phase,
from September 18, 2002 until January 1, 2006, when Heartland matured from the
exploration of its Kansas CBM projects into commercial production. Mr. Coglon
currently carries on business under a privately owned investment company which
comprises most of his active business undertaking.

Anthony Knott

Mr. Knott is currently the president and chief executive
officer of Central Coast Power Corp., a position he has held since 1985. Central
Coast Power Corp. is an electrical utility generating and distributing hydro
generated power company. He is also the managing director of Spirit Trawl Corp.
and Spirit Fishing Ltd. During 1996/1997, he was the president of International
Power Corp. In addition to his position as a director of our company, Mr. Knott
was a director of Muskox Minerals Corp., a public company traded on the TSX
Venture Exchange, from November 30, 1999 to December 2003.

Family Relationships

There are no family relationships between any of the directors
or executive officers of our company.

There are no arrangements or understandings between any of the
directors and/or executive officers and any other person pursuant to which that
director and/or executive officer was selected.

|B. | Compensation
|-- | ------------

None of our directors or executive officers was paid or earned
compensation for performing their respective duties during the fiscal year ended
November 30, 2008.

No cash compensation was paid to any of our directors for
services as a director during the fiscal year ended November 30, 2008. We have
no plan for compensating our directors for their service in their capacity as
directors, although such directors are expected in the future to receive stock
options to purchase common shares as awarded by our board or a compensation
committee which may be established. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board. Our board may award special remuneration to
any director undertaking any special services on our behalf other than services
ordinarily required of a director. No director received and/or accrued any
compensation for their services as a director, including committee participation
and/or special assignments for the fiscal year ended November 30, 2008.

As at the fiscal year ended November 30, 2008, we have no
options outstanding. We do not have a formal stock option plan or any informal
plan to pay compensation to directors, officers or employees by way of options.
Despite having no formal stock option plan, we have historically issued stock
options to our officers and directors in lieu of cash compensation and as an
incentive to continue to achieve the objectives of our shareholders.

---

As of the date of this annual report, we have no compensatory
plan or arrangement with respect to any officer that results or will result in
the payment of compensation in any form from the resignation, retirement or any
other termination of employment of such officers employment with our company,
from a change in control of our company or a change in such officers
responsibilities following a change in control.

|C. | Board Practices
|-- | ---------------

Our directors are re-elected and our officers are re-appointed
at the annual general meeting of our shareholders. The last annual general
meeting was held on July 29, 2008 and each of our current directors and officers
will continue to hold his respective office until his successor is elected or
appointed, unless his office is earlier vacated under any of the relevant
provisions of our Articles or of the British Columbia Business Corporations
Act.

There are no service contracts between our company and any of
our officers, directors or employees providing for benefits upon termination of
employment.

As of the date of this annual report, our entire board
functions as our audit committee. The audit committee reviews and approves the
scope of the audit procedures employed by our independent auditors, reviews the
results of the auditors examination, the scope of audits. The audit committee
also recommends the selection of independent auditors.

This annual report does not include an attestation report of
our companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by our companys independent registered public accounting firm
pursuant to temporary rules of the SEC that permit our company to provide only
managements report in this annual report.

|D. | Employees
|-- | ---------

During the fiscal years ended November 30, 2008, 2007 and 2006,
we did not have any employees other than our officers. We do not currently have
any paid employees and we have not experienced a significant change in the
number of people we employ.

|E. | Share Ownership
|-- | ---------------

As of March 27, 2009, there were 6,058,256 common shares of our
company issued and outstanding. Of the shares issued and outstanding on that
date, our directors and officers owned the following common shares:

|Name                                                   | Number of Common Shares | Percentage
|------------------------------------------------------ | ----------------------- | ----------
|Office Held                                            | Beneficially Owned      |           
|                                                       |                         |           
|Richard Coglon President, Secretary and
      Director | 2,663,629(1)            | 44%       
|                                                       |                         |           
|Anthony Knott Director                                 | 98,497                  | 1.6%      

(1) 712,663 of these shares are held directly by Richard
Coglon, 25,966 of these shares are held by Rainmaker Enterprises, a company
wholly-owned by Richard Coglon and 1,925,000 of these shares are held in Richard
Coglons RRSP account.

ITEM 7 Major Shareholders and Related Party
Transactions

|A. | Major Shareholders
|-- | ------------------

As of May XX, 2009, there were 6,058,256 common shares of our
company issued and outstanding. The following table sets forth persons known to
us to be the beneficial owner of more than five (5%) of our common shares as of
May XX, 2009:

|                                                       | Number of Common Shares |           
|------------------------------------------------------ | ----------------------- | ----------
|Name                                                   | Beneficially Owned      | Percentage
|                                                       |                         |           
|Richard Coglon President, Secretary and
      Director | 2,663,629 (1)           | 44%       

(1) 712,663 of these shares are held directly by Richard
Coglon, 25,966 of these shares are held by Rainmaker Enterprises, a company
wholly-owned by Richard Coglon and 1,925,000 of these shares are held in Richard
Coglons RRSP account.

---

The voting rights of our major shareholder do not differ from
the voting rights of holders of our companys shares who are not major
shareholders.

As of March 27, 2009, Computershare, our registrar and transfer
agent, reported that of our companys 6,058,256 issued and outstanding common
shares, 5,989,042 common shares were registered to Canadian residents (24
shareholders), 68,931 common shares were registered to residents of the United
States (16 shareholders) and 286 common shares were registered to residents of
other countries (1 shareholder).

To the best of our knowledge, we are not directly or indirectly
owned or controlled by another corporation, by any foreign government or by any
other natural or legal person.

There are no arrangements known to us, the operation of which
may at a subsequent date result in a change in the control of our company.

|B. | Related Party Transactions
|-- | --------------------------

Other than as disclosed herein, to the best of our knowledge,
there have been no material transactions or loans from the commencement of our
2008 fiscal year to the date of this annual report between our company and: (a)
enterprises that directly or indirectly through one or more intermediaries,
control or are controlled by, or are under common control with, our company; (b)
associates; (c) individuals owning, directly or indirectly, an interest in the
voting power of our company that gives them significant influence over our
company, and close members of any such individuals family; (d) key management
personnel of our company, including directors and senior management of our
company and close members of such individuals families; and (e) enterprises in
which a substantial interest in the voting power is owned, directly or
indirectly, by any person described in (c) or (d) or over which such a person is
able to exercise significant influence.

(a) The Company incurred $nil (2007 - $5,245; 2006 - $5,858)
for office rent to a company with a common director, which is included in office
and miscellaneous expenses.

(b) The Company incurred $2,000 (2007 - $nil; 2006 - $5,000)
for management fees to a company with a common director.

(c) The Company incurred $3,000 (2007 - $nil; 2006 - $nil) for
bookkeeping fees to a company with a common director.

(d) As at November 30, 2008, the Company owes $50,000 (2007 -
$50,000) to a director for advances, which are unsecured, non-interest bearing
and payable on demand.

(e) As at November 30, 2008, the Company owes $15,000 (2007 -
$Nil) to a company owned by a shareholder for advances, which is unsecured,
non-interest bearing and payable on demand.

(f) As at November 30, 2008, the Company owes $25,000 (2007 -
$Nil) to a company owned by the President of the Company for advances, which are
unsecured, non-interest bearing and no fixed term of repayments.

These transactions were in the normal course of operations.

ITEM 8 Financial Information

A. Financial Statements and Other Financial
Information

---

Our financial statements are stated in Canadian dollars and are
prepared in accordance with Canadian generally accepted accounting principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in Canadian dollars.

Financial Statements filed as part of this Annual
Report

- Independent Auditors Report of BDO
Dunwoody LLP dated March 27, 2009 on the Financial Statements as at November 30,
2008, together with Comments by Auditor for US Readers in Canada  US Reporting
Conflict

- Independent Auditors Report of BDO
Dunwoody LLP dated March 10, 2008 on the Financial Statements as at November 30,
2007, together with Comments by Auditor for US Readers in Canada  US Reporting
Conflict

Report of Independent Registered Public
Accounting Firm, BDO Dunwoody LLP (Amisano Hanson, Chartered Accountants, merged
with BDO Dunwoody LLP, effective January 1, 2008), dated March 27, 2009,
together with Comments by Auditor for US Readers in Canada  US Reporting
Conflict;

- Balance Sheets at November 30, 2008
and 2007;

- Statements of Operations and
Comprehensive Loss for the years ended November 30, 2008, 2007 and 2006 and for
the period June 22, 1983 (Date of Inception) to November 30, 2008;

- Statements of Cash Flows for the
years ended November 30, 2008, 2007 and 2006 and for the period June 22, 1983
(Date of Inception) to November 30, 2008;

- Statement of Shareholders Equity
(Deficiency) from June 22, 1983 (Date of Inception) to November 30, 2008;
and

- Notes to the Audited Financial
Statements.

The audited financial statements for the years ended November
30, 2008, 2007 and 2006 can be found under Item 18 Financial Statements.

Legal Proceedings

There are no pending legal proceedings to which we are a party
or of which any of our property is the subject. There are no legal proceedings
to which any director, officer or affiliate of our company or any associate of
any such director, officer or affiliate of our company is a party or has a
material interest adverse to us.

Dividend Distributions

Holders of our common shares are entitled to receive such
dividends as may be declared from time to time by our board, in its discretion,
out of funds legally available for that purpose. We intend to retain future
earnings, if any, for use in the operation and expansion of our business and do
not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

No significant change has occurred in our companys financial
statements since the financial year ended November 30, 2008.

ITEM 9 The Offer and Listing

|A. | Offer and Listing Details
|-- | -------------------------

Our common shares were traded on the TSX Venture Exchange until
they were voluntarily delisted on June 20, 2001. Since April 19, 2001, our
common shares have been quoted exclusively on the Over-the-Counter Bulletin
Board under the symbol BNVLF.

The annual high and low market prices for our common shares for
the five most recent full fiscal years were as follows:

OTC Bulletin BoardYear Ended
    High
    LowNovember 30, 2004
    US $1.70
    US $0.05November 30, 2005
    US $1.00
    US $0.25November 30, 2006
    US $0.15
    US $0.05


---

OTC Bulletin BoardYear Ended
    High
    LowNovember 30, 2007
    US $0.50
    US $0.03November 30, 2008
    US $0.015
    US $0.001


The high and low market prices for our common shares for each
full financial quarter for the two most recent full fiscal years on the
Over-the-Counter Bulletin Board were as follows:

OTC Bulletin BoardQuarter Ended
    High
    LowFebruary 28, 2007
    US $0.50
    US $0.05May 31, 2007
    US $0.50
    US $0.10August 31, 2007
    US $0.45
    US $0.07November 30, 2007
    US $0.07
    US $0.03February 28, 2008
    US $0.015
    US $0.01May 31, 2008
    US $0.015
    US $0.011August 31, 2008
    US $0.012
    US $0.012November 30, 2008
    US $0.012
    US $0.012


The high and low market prices of our common shares for each of
the most recent six months, from November, 2008 through May 72009, on
the Over-the-Counter Bulletin Board were as follows:

OTC Bulletin Board
      (highlights are lastyears figures)Month Ended
    High
    LowDecember 31, 2008
    US $0.0001
    US $0.0005January 31, 2009
    US $0.0005
    US $0.0002February, 2009
    No tradesMarch, 2009
    No tradesApril, 2009
    No tradesMay 7, 2009
    No trades


|B. | Plan of Distribution
|-- | --------------------

Not applicable.

|C. | Markets
|-- | -------

Since April 19, 2001, our common shares have been quoted
exclusively on the Over-the-Counter Bulletin Board.

|D. | Selling Shareholders
|-- | --------------------

Not applicable.

|E. | Dilution
|-- | --------

Not applicable.

|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.

ITEM 10 Additional Information

|A. | Share Capital
|-- | -------------

Not applicable.

|B. | Memorandum and Articles of
      Association
|-- | --------------------------------------------

---

We are incorporated under the laws of the Province of British
Columbia, Canada and have been assigned incorporation number 265693.

On March 29, 2004, the Business Corporations Act came
into force in British Columbia. The new act impacted British Columbia companies
by modernizing and streamlining company law in British Columbia. In order to
take advantage of the provisions under the Business Corporations Act, our
company sought and obtained shareholder approval at our shareholders meeting on
April 21, 2005 for the removal of our pre-existing company provisions in our
former Articles and the adoption of new Articles under the Business
Corporations Act.

Our Articles do not contain a description of our objects and
purposes.

Our Articles do not restrict a directors power to (a) vote on
a proposal, arrangement or contract in which the director is materially
interested, (b) to vote compensation to themselves or any other members of their
body in the absence of an independent quorum, or (c) exercise borrowing powers.
Under our Articles, there is no mandatory retirement age for our directors and
our directors are not required to own securities of our company in order to
serve as directors.

Our authorized capital consists of 75,000,000 common shares
without par value and 25,000,000 preference shares without par value. Our
preference shares may be issued in one or more series and our directors may fix
the number of shares which is to comprise each series and the designation,
rights, privileges, restrictions and conditions attaching to each series.

Holders of our common shares are entitled to vote at all
meetings of shareholders, except meetings at which only holders of a specified
class of shares are entitled to vote, receive any dividend declared by our
companys board of directors and, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares, receive the
remaining property of our company upon dissolution.

Our Articles state that the rights attaching to our common
shares and preference shares may be altered, amended, repealed, suspended or
changed by the affirmative vote of the holders of not less than two-thirds of
our common and preference shares.

At each annual general meeting of our company, all of our
directors retire and the shareholders elect a new board of directors. Each
director holds office until our next annual general meeting, or until his office
is earlier vacated in accordance with our Articles or with the provisions of the
British Columbia Business Corporations Act. A director appointed or
elected to fill a vacancy on our board also holds office until our next annual
general meeting.

Our Articles provide that our annual meetings of shareholders
must be held at such time in each calendar year and not more than 15 months
after the last annual general meeting and at such place as our board of
directors may from time to time determine.

Under our Articles, the holders of not less than five percent
of our issued shares that carry the right to vote at a meeting may requisition
our directors to call a meeting of shareholders for the purposes stated in the
requisition.

Under our Articles, and subject to the special rights and
restrictions attached to the shares of any class or series of shares, the quorum
for the transaction of business at a meeting of our shareholders is two persons
who are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 5% of the issued shares entitled to be voted at the meeting.

Our Articles state that our directors, the President, the
Secretary, and any lawyer or auditor of our company are entitled to attend any
meeting of our shareholders.

Except as provided in the Investment Canada Act, there
are no limitations specific to the rights of non-Canadians to hold or vote our
common shares under the laws of Canada or British Columbia, or in our charter
documents.

There are no provisions in our Articles that would have the
effect of delaying, deferring or preventing a change in control of our company,
and that would operate only with respect to a merger, acquisition or corporate
restructuring involving our company.

Our Articles do not contain any provisions governing the
ownership threshold above which shareholder ownership must be disclosed.
Securities legislation in Canada, however, requires that we disclose in our
annual general meeting proxy statement, holders who beneficially own more than
10% of our issued and outstanding shares, and United States Federal securities
laws require the disclosure in our annual report on Form 20-F of holders who own
more than 5% of our issued and outstanding shares.

|C. | Material Contracts
|-- | ------------------

We did not enter into any material contracts during the past
two years.

---

|D. | Exchange Controls
|-- | -----------------

There are no government laws, decrees or regulations in Canada
which restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to non-resident holders of our common
shares. Any remittances of dividends to United States residents and to other
non-residents are, however, subject to withholding tax. See Taxation
below.

|E. | Taxation
|-- | --------

Certain Canadian Federal Income Tax Consequences

We consider that the following general summary fairly describes
the principal Canadian federal income tax consequences applicable to a holder of
our common shares who is a resident of the United States, who is not, will not
be and will not be deemed to be a resident of Canada for purposes of the
Income Tax Act (Canada) and any applicable tax treaty and who does not
use or hold, and is not deemed to use or hold, his common shares in the capital
of our company in connection with carrying on a business in Canada (a
non-resident holder).

This summary is based upon the current provisions of the
Income Tax Act (Canada), the regulations thereunder (the Regulations),
the current publicly announced administrative and assessing policies of the
Canada Customs and Revenue Agency and the Canada-United States Tax Convention as
amended by the Protocols thereto (the Treaty). This summary also takes into
account the amendments to the Income Tax Act (Canada) and the Regulations
publicly announced by the Minister of Finance (Canada) prior to the date hereof
(the Tax Proposals) and assumes that all such Tax Proposals will be enacted in
their present form. However, no assurances can be given that the Tax Proposals
will be enacted in the form proposed, or at all. This summary is not exhaustive
of all possible Canadian federal income tax consequences applicable to a holder
of our common shares and, except for the foregoing, this summary does not take
into account or anticipate any changes in law, whether by legislative,
administrative or judicial decision or action, nor does it take into account
provincial, territorial or foreign income tax legislation or considerations,
which may differ from the Canadian federal income tax consequences described
herein.

This summary is of a general nature only and is not intended
to be, and should not be construed to be, legal, business or tax advice to any
particular holder or prospective holder of our common shares, and no opinion or
representation with respect to the tax consequences to any holder or prospective
holder of our common shares is made. Accordingly, holders and prospective
holders of our common shares should consult their own tax advisors with respect
to the income tax consequences of purchasing, owning and disposing of our common
shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder
will be subject under theIncome Tax Act (Canada) to withholding tax at a
rate of 25% subject to a reduction under the provisions of an applicable tax
treaty, which tax is deducted at source by our company. The Treaty provides that
the Income Tax Act (Canada) standard 25% withholding tax rate is reduced
to 15% on dividends paid on shares of a corporation resident in Canada (such as
our company) to residents of the United States, and also provides for a further
reduction of this rate to 5% where the beneficial owner of the dividends is a
corporation resident in the United States that owns at least 10% of the voting
shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under the Income
Tax Act (Canada) in respect of a capital gain realized upon the disposition
of a common share of our company unless such share represents taxable Canadian
property, as defined in the Income Tax Act (Canada), to the holder
thereof. Our common shares generally will be considered taxable Canadian
property to a non-resident holder if:

- the non-resident holder;
- persons with whom the non-resident holder did not deal at arms length; or
- the non-resident holder and persons with whom such non-resident holder did
  not deal at arms length,

owned, or had an interest in an option in respect of, not less
than 25% of the issued shares of any class of our capital stock at any time
during the 60 month period immediately preceding the disposition of such shares.
In the case of a non-resident holder to whom shares of our company represent
taxable Canadian property and who is resident in the United States, no Canadian
taxes will generally be payable on a capital gain realized on such shares by
reason of the Treaty unless the value of such shares is derived principally from
real property situated in Canada.

Certain United States Federal Income Tax
Consequences

---

The following is a general discussion of certain possible
United States federal foreign income tax matters under current law, generally
applicable to a U.S. Holder (as defined below) of our common shares who holds
such shares as capital assets. This discussion does not address all aspects of
United States federal income tax matters and does not address consequences
peculiar to persons subject to special provisions of federal income tax law,
such as those described below as excluded from the definition of a U.S. Holder.
In addition, this discussion does not cover any state, local or foreign tax
consequences. See Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue
Code of 1986, as amended (the Code), Treasury Regulations, published Internal
Revenue Service (IRS) rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at any time.
In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of any recently proposed legislation which, if enacted,
could be applied, possibly on a retroactive basis, at any time. No assurance can
be given that the IRS will agree with such statements and conclusions, or will
not take, or a court will not adopt, a position contrary to any position taken
herein.

The following discussion is for general information only and
is not intended to be, nor should it be construed to be, legal, business or tax
advice to any holder or prospective holder of our common shares, and no opinion
or representation with respect to the United States federal income tax
consequences to any such holder or prospective holder is made. Accordingly,
holders and prospective holders of common shares should consult their own tax
advisors with respect to federal, state, local, and foreign tax consequences of
purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a U.S. Holder includes a holder of less than
10% of our common shares who is a citizen or resident of the United States, a
corporation created or organized in or under the laws of the United States or of
any political subdivision thereof, any entity which is taxable as a corporation
for U.S. tax purposes and any other person or entity whose ownership of our
common shares is effectively connected with the conduct of a trade or business
in the United States. A U.S. Holder does not include persons subject to special
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
nonresident alien individuals or foreign corporations whose ownership of our
common shares is not effectively connected with the conduct of a trade or
business in the United States and shareholders who acquired their shares through
the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will
generally be taxable as dividend income to the U.S. Holder for U.S. federal
income tax purposes to the extent paid out of our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles.
Distributions which are taxable dividends and which meet certain requirements
will be unqualified dividend income and taxed to U.S. Holders at a maximum
U.S. federal rate of 15%. Distributions in excess of our current and accumulated
earnings and profits will be treated first as a tax-free return of capital to
the extent of the U.S. Holders tax basis in the common shares and, to the
extent in excess of such tax basis, will be treated as a gain from a sale or
exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of
common shares, a U.S. Holder will generally recognize a capital gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between
the amount realized on the sale or other distribution and the U.S. Holders
adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or
loss and will be treated as a long-term capital gain or loss if the U.S.
Holders holding period of the shares exceeds one year. If the U.S. Holder is an
individual, any capital gain will generally be subject to U.S. federal income
tax at preferential rates if specified minimum holding periods are met. The
deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
Canadian income tax with respect to the ownership of our common shares may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayers income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign income taxes paid by (or withheld from) the
U.S. Holder during that year. There are significant and complex limitations
which apply to the tax credit, among which are an ownership period requirement
and the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holders United States income tax liability that the U.S. Holders
foreign source income bears to his or its worldwide taxable income. In
determining the application of this limitation, the various items of income and
deduction must be classified into foreign and domestic sources. Complex rules

---

govern this classification process. There are further
limitations on the foreign tax credit for certain types of income such as
passive income, high withholding tax interest, financial services income,
shipping income, and certain other classifications of income. The
availability of the foreign tax credit and the application of these complex
limitations on the tax credit are fact specific and holders and prospective
holders of our common shares should consult their own tax advisors regarding
their individual circumstances.

|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.

|G. | Statements by Experts
|-- | ---------------------

Not applicable.

|H. | Documents on Display
|-- | --------------------

Documents concerning our company referred to in this annual
report may be viewed by appointment during normal business hours at our
registered and records office at Suite 800 - 885 West Georgia Street, Vancouver,
British Columbia, Canada, V6C 3H1.

|I. | Subsidiary Information
|-- | ----------------------

As at the date of this annual report, we do not have any
subsidiaries.

ITEM 11Quantitative and Qualitative Disclosures About Market
Risk

Not applicable.

ITEM 12 Description of Securities Other Than Equity
Securities

Not applicable.

PART II

ITEM 13 Defaults, Dividend Arrearages and
Delinquencies

Not applicable.

ITEM 14 Material Modifications to the Rights of Security
Holders and Use of Proceeds

Not applicable.

ITEM 15 Controls and Procedures

See item 15T below.

ITEM 15T. CONTROLS AND PROCEDURES

a) Disclosure Controls and Procedures

An evaluation of the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)) was carried
out by us under the supervision and with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon that evaluation, our CEO and CFO concluded that our
disclosure controls and procedures are ineffective to ensure that (i)
information we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission rules and forms and (ii) that such
information is accumulated and communicated to our management, including our CEO
and CFO in order to allow timely decisions regarding required disclosure.

(b) Managements Annual Report on Internal Control Over
Financial Reporting

---

Our Board has overall responsibility for reviewing our
disclosure to ensure we provide full and plain disclosure to shareholders and
other stakeholders. Our Board discharges its responsibilities through its
committees, specifically with respect to financial disclosure. The Audit
Committee is responsible for reviewing our financial reporting procedures and
internal controls to ensure full and accurate disclosure of our financial
position.

Our CEO and CFO are responsible for designing internal controls
over financial reporting or causing them to be designed under their supervision
in order to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with US GAAP. Our CEO and CFO have evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15 and
15d-15 under the Securities Exchange Act of 1934, as amended (the Exchange
Act) as of the end of the period covered by this Annual Report (the Evaluation
Date) are ineffective.

Based on such evaluation, they have concluded that as of the
Evaluation Date, certain weaknesses exist in our disclosure controls and
procedures, however, our CEO and CFO believe that these weaknesses would not
prevent them from becoming aware, on a timely basis, of material information
relating to us required to be included in our reports filed or submitted under
the Exchange Act of 1933due to their involvement in all of our
operations. Such weaknesses are:

i) Due to our limited number of staff, it is not feasible to
achieve complete segregation of incompatible duties.

ii) Due to our limited number of
staff, we do not have a sufficient number of finance personnel with all the
technical accounting knowledge to address all complex and non-routine accounting
transactions that may arise.

iii) We did not have a Whistle Blower Policy or Code of Conduct
in place during the period.

These weaknesses in our internal controls over financial
reporting result in a remote likelihood that a material misstatement would not
be prevented or detected. Management and our Board work to mitigate the risk of
a material misstatement in financial reporting; however, there can be no
assurance that this risk can be reduced to less than a remote likelihood of a
material misstatement.

(c) Changes in Internal Control Over Financial
Reporting

There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any significant deficiencies or material
weaknesses of internal controls that would require corrective action.

(d)Attestation Report of Registered Public
Accounting Firm

This annual report does not include an attestation report of
the Companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by the Companys independent registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only
managements report in this annual report.

ITEM 16 [Reserved]

ITEM 16A Audit Committee Financial Expert

Our board has determined that we do not have a member of our
audit committee that qualifies as an audit committee financial expert as
defined in Item 16A(b) of Form 20-F. We believe that the members of our board of
directors, who are the same members of our audit committee, are collectively
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting.

Our board of directors has determined that Anthony Knott
qualifies as an independent member of our audit committee as that term is
defined in Rule 4350(d) of the Marketplace Rules of the FINRA. The two remaining
members of our audit committee, Richard Coglon and Anthony Knott are not
independent as defined in Rule 4200(a)(15) of the Marketplace Rules of the
FINRA. We believe that having an audit committee financial expert and an audit
committee that consists entirely of independent directors would be overly costly
and burdensome and is not warranted in our circumstances given the early stages
of our development and the fact that we have not generated revenues to date.

ITEM 16B Code of Ethics

Effective May 27, 2004, our companys board adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our companys
president, being our principal executive officer, and our companys chief
financial officer, as well as

---

persons performing similar functions. As adopted, our Code of
Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president and chief financial officer with respect to any matter which may arise
relating to the Code of Business Conduct and Ethics. Further, all of our
companys personnel are to be accorded full access to our companys board if any
such matter involves an alleged breach of the Code of Business Conduct and
Ethics by our president or chief financial officer.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys president or
chief financial officer. If the incident involves an alleged breach of the Code
of Business Conduct and Ethics by the president or secretary, the incident must
be reported to any member of our board. Any failure to report such inappropriate
or irregular conduct of others is to be treated as a severe disciplinary matter.
It is against our company policy to retaliate against any individual who reports
in good faith the violation or potential violation of our companys Code of
Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to the
companys offices at Suite 1680, 200 Burrard Street, Vancouver, British
Columbia, Canada, V6C 3L6.

ITEM 16C Principal Accountant Fees and Services

Audit Fees

Our board appointed BDO Dunwoody LLP, Chartered Accountants, as
independent auditors to audit our financial statements for the fiscal years
ended November 30, 2007 and November 30, 2008. The aggregate of fees billed by
BDO Dunwoody LLP, Chartered Accountants, for professional services rendered for
the audit of our annual financial statements included in this Annual Report for
the fiscal years ended 2007 and 2008 were $10,769.60 and $14,784.00,
respectively.

Audit Related Fees

For the fiscal years ended November 30, 2007 and November 30,
2008, the aggregate fees billed for assurance and related services by BDO
Dundwoody LLP, Chartered Accountants, relating to our quarterly financial
statements which are not reported under the caption Audit Fees above, were
$Nil for both years.

Tax Fees

For the fiscal years ended November 30, 2007 and November 30,
2008, the aggregate fees billed for tax compliance, tax advice and tax planning
by BDO Dunwoody LLP, Chartered Accountants, was $Nil for both years.

All Other Fees

For the fiscal years ended November 30, 2007 and November 30,
2008, the aggregate fees billed by BDO Dunwoody LLP, Chartered Accountants, for
other non-audit professional services, other than those services listed above,
totalled $Nil and $Nil, respectively.

---

Pre-Approval Policies and Procedures

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before BDO Dunwoody LLP, Chartered Accountants,
is engaged by us to render any auditing or permitted non-audit related service,
the engagement be:

- approved by our audit committee; or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committees responsibilities to management.

The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has been implemented in response
to the new rules. Therefore, the audit committee does not have records of what
percentage of the above fees were pre-approved. However, all of the above
services and fees were reviewed and approved by the audit committee either
before or after the respective services were rendered.

The audit committee has considered the nature and amount of the
fees billed by BDO Dunwoody LLP, Chartered Accountants, and believes that the
provision of the services for activities unrelated to the audit is compatible
with maintaining the independence of BDO Dunwoody LLP, Chartered
Accountants.

ITEM 16D. Exemption from the Listing Standards for Audit
Committees

Not Applicable.

ITEM 16E Purchases of Equity Securities the Company and
Affiliated Purchasers

Not Applicable.

PART III

ITEM 17 Financial Statements

Refer to Item 18 - Financial Statements.

ITEM 18 Financial Statements

Financial Statements Filed as Part of this Annual
Report:

- Independent Auditors Report of BDO Dunwoody LLP dated March 27, 2009 on
  the Financial Statements as at November 30, 2008 and 2007; together with
  Comments by Auditor for US Readers on Canada  US Reporting Conflict;
- Report of Independent Registered Public Accounting Firm, Amisano Hanson
  (merged with BDO Dunwoody LLP in January 2008), dated February 26, 2007,
  together with Comments by Auditor for US Readers on Canada - US Reporting
  Conflict;
- Balance Sheets at November 30, 2008 and 2007;
- Statements of Operations and Comprehensive Loss for the years ended
  November 30, 2008, 2007 and 2006 and for the period June 22, 1983 (Date of
  Inception) to November 30, 2008;
- Statements of Cash Flows for the years ended November 30, 2008, 2007 and
  2006 and for the period June 22, 1983 (Date of Inception) to November 30,
  2008;
- Statement of Shareholders Equity (Deficiency) from June 22, 1983 (Date of
  Inception) to November 30, 2008; and
- Notes to Audited Financial Statements.

---

Bradner Ventures Ltd.(A Development Stage Company)

Audited Financial Statements (Expressed in Canadian
dollars)

November 30, 2008, 2007, 2006

---

| | BDO Dunwoody LLP Chartered
      Accountants | 600 Cathedral Place 925 West Georgia
      Street Vancouver, BC V6C 3L2 Telephone: (604) 688-5421 Fax:
      (604) 688-5132
| | -------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of Bradner Ventures Ltd.(A
Development Stage Company)

We have audited the balance sheets of Bradner Ventures Ltd. as
at November 30, 2008 and 2007 and the statements of operations and comprehensive
loss, cash flows and stockholders equity (deficiency) for the years ended
November 30, 2008, 2007 and 2006 and for the cumulative period from June 22,
1983 (Date of Inception) to November 30, 2008. These financial statements are
the responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at November 30,
2008 and 2007 and the results of its operations and its cash flows for the years
ended November 30, 2008, 2007 and 2006 and for the cumulative period from June
22, 1983 (Date of Inception) to November 30, 2008 in accordance with Canadian
generally accepted accounting principles.

(signed) BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada March 27, 2009

COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING
CONFLICT

In the United States of America, reporting standards for
auditors require the addition of an explanatory paragraph (following the opinion
paragraph) when there is substantial doubt about a companys ability to continue
as a going concern. The accompanying financial statements have been prepared on
the basis of accounting principles applicable to a going concern which assumes
the realization of assets and discharge of liabilities in the normal course of
business. As discussed in Note 1 to the accompanying financial statements, the
Company is in the development stage, has yet to identify suitable business
opportunities and has a working capital deficiency, which raises substantial
doubt about the Companys ability to continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

Our report to the shareholders dated March 27, 2009 is
expressed in accordance with Canadian reporting standards which do not permit a
reference to such uncertainty in the auditors report when the uncertainty is
adequately disclosed in the financial statements.

(signed) BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada March 27, 2009

BDODunwoodyLLP isa
LimitedLiabilityPartnershipregisteredinOntario

---

|Bradner Ventures Ltd.          
|-------------------------------
|(A Development Stage Company)  
|Balance Sheets                 
|November 30, 2008 and 2007     
|(Expressed in Canadian dollars)

|ASSETS                                                        |  |            |   |  |            |  
|------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|Current Assets                                                |  |            |   |  |            |  
|Cash                                                          |  | 4,623      |   |  | 902        |  
|GST
      recoverable                                         |  | 110        |   |  | 334        |  
|                                                              |  | 4,733      |   |  | 1,236      |  
|Deposit (Note 4)                                              |  |           |   |  | 5,000      |  
|Total Assets                                                  |  | 4,733      |   |  | 6,236      |  
|                                                              |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                      |  |            |   |  |            |  
|Current Liabilities                                           |  |            |   |  |            |  
|Accounts payable and accrued
      liabilities                |  | 10,000     |   |  | 8,995      |  
|Advance
      payable (Note 5)                                |  | 90,000     |   |  | 50,000     |  
|Total Liabilities                                             |  | 100,000    |   |  | 58,995     |  
|Stockholders Deficiency                                      |  |            |   |  |            |  
|Capital Stock (Note 6)                                        |  |            |   |  |            |  
|Authorized: 75,000,000 common shares, without
      par value |  |            |   |  |            |  
|25,000,000 preferred shares,
      without par value          |  |            |   |  |            |  
|Issued: 6,058,256 common shares                               |  | 4,279,498  |   |  | 4,279,498  |  
|Contributed Surplus (Note 8)                                  |  | 5,000      |   |  | -          |  
|Deficit
      Accumulated During the Development Stage        |  | (4,379,765 | ) |  | (4,332,257 | )
|Total Stockholders Deficiency                                |  | (95,267    | ) |  | (52,759    | )
|Total Liabilities
      and Stockholders Deficiency          |  | 4,733      |   |  | 6,236      |  

Nature of operations and ability to continue as a going concern
(Note 1)

Approved on behalf of the Board:

|/s/ Richard Coglon |  | /s/
      Anthony Knott
|------------------ |  | -----------------------
|Director           |  | Director               

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                                          
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Statements of Operations and Comprehensive Loss                                
|For the years ended November 30, 2008, 2007 and 2006                           
|And for the period June 22, 1983 (Date of Inception) to
      November 30, 2008
|(Expressed in Canadian dollars)                                                

|                                                     |  | Accumulated from    |   |  |                          |   |  |           |   |  |           |  
|---------------------------------------------------- |  | ------------------- | - |  | ------------------------ | - |  | --------- | - |  | --------- | -
|                                                     |  | June 22, 1983       |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | (Date of Inception) |   |  | Years ended November 30, |  
|                                                     |  | to November 30,     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 2008                |   |  | 2008                     |   |  | 2007      |   |  | 2006      |  
|                                                     |  | $                   |   |  | $                        |   |  | $         |   |  | $         |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|EXPENSES                                             |  |                     |   |  |                          |   |  |           |   |  |           |  
|Amortization                                         |  | 2,095               |   |  |                         |   |  |          |   |  |          |  
|Bad debts                                            |  | 248                 |   |  |                         |   |  |          |   |  |          |  
|Bank charges and interest                            |  | 64,090              |   |  | 290                      |   |  | 292       |   |  | 238       |  
|Consulting and secretarial                           |  | 205,016             |   |  |                         |   |  |          |   |  |          |  
|Finders fees                                        |  | 180,727             |   |  |                         |   |  |          |   |  |          |  
|Foreign exchange (gain) loss                         |  | (1,652              | ) |  | 15                       |   |  | 6         |   |  | 26        |  
|Management fees (Note 5(b))                          |  | 342,781             |   |  |                         |   |  |          |   |  | 5,000     |  
|Mineral property expenses                            |  | 54,541              |   |  |                         |   |  | 3,921     |   |  |          |  
|Office and miscellaneous (Note 5(a))                 |  | 154,639             |   |  | 5,015                    |   |  | 9,757     |   |  | 9,884     |  
|Professional fees (Notes 5(c))                       |  | 870,631             |   |  | 34,665                   |   |  | 39,996    |   |  | 35,232    |  
|Shareholder information                              |  | 92,227              |   |  | 947                      |   |  | 1,138     |   |  | 1,877     |  
|Transfer agent and regulatory fees                   |  | 175,858             |   |  | 6,576                    |   |  | 5,790     |   |  | 5,888     |  
|Travel and promotion                                 |  | 78,032              |   |  |                         |   |  | 1,080     |   |  |          |  
|Write-down of mineral property                       |  | 1,456,807           |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 3,676,040           |   |  | 47,508                   |   |  | 61,980    |   |  | 58,145    |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|OTHER ITEMS                                          |  |                     |   |  |                          |   |  |           |   |  |           |  
|Interest income                                      |  | (25,440             | ) |  |                         |   |  |          |   |  |          |  
|Gain on settlement of debt                           |  | (1,303              | ) |  |                         |   |  |          |   |  |          |  
|Gain on option                                       |  | (1,187,500          | ) |  |                         |   |  |          |   |  |          |  
|Loss on sale of computer equipment                   |  | 344                 |   |  |                         |   |  |          |   |  |          |  
|Loss on sale of long-term investment                 |  | 630,397             |   |  |                         |   |  |          |   |  |          |  
|Write-down of advances to affiliate                  |  | 637,768             |   |  |                         |   |  |          |   |  |          |  
|Write-down
      of long-tem investment              |  | 649,459             |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 703,725             |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss and
      Comprehensive Loss for the Period |  | (4,379,765          | ) |  | (47,508                  | ) |  | (61,980   | ) |  | (58,145   | )
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss Per Share  Basic and Diluted               |  |                     |   |  | (0.01                    | ) |  | (0.01     | ) |  | (0.01     | )
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Weighted
      Average Number of Shares Outstanding  |  |                     |   |  | 6,058,256                |   |  | 6,058,256 |   |  | 6,058,256 |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                                          
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Statements of Cash Flows                                                       
|For the years ended November 30, 2008, 2007 and 2006                           
|And for the period June 22, 1983 (Date of Inception) to
      November 30, 2008
|(Expressed in Canadian dollars)                                                

|                                                                      |  | Accumulated from    |   |   |                          |   |   |         |   |   |         |  
|--------------------------------------------------------------------- |  | ------------------- | - | - | ------------------------ | - | - | ------- | - | - | ------- | -
|                                                                      |  | June 22, 1983       |   |   |                          |   |   |         |   |   |         |  
|                                                                      |  | (Date of Inception) |   |   | Years ended November 30, |  
|                                                                      |  | to November 30,     |   |   |                          |   |   |         |   |   |         |  
|                                                                      |  | 2008                |   |   | 2008                     |   |   | 2007    |   |   | 2006    |  
|                                                                      |  | $                   |   |   | $                        |   |   | $       |   |   | $       |  
|NET INFLOW (OUTFLOW) OF CASH RELATED TO THE                           |  |                     |   |   |                          |   |   |         |   |   |         |  
|FOLLOWING ACTIVITIES:                                                 |  |                     |   |   |                          |   |   |         |   |   |         |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|OPERATING                                                             |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net loss for the period                                               |  | (4,379,765          | ) |   | (47,508                  | ) |   | (61,980 | ) |   | (58,145 | )
|Adjustments to reconcile net loss to net cash used in
      operating |  |                     |   |   |                          |   |   |         |   |   |         |  
|activities:                                                           |  |                     |   |   |                          |   |   |         |   |   |         |  
|Amortization                                                          |  | 2,095               |   |   |                         |   |   |        |   |   |        |  
|Bad debts                                                             |  | 248                 |   |   |                         |   |   |        |   |   |        |  
|Donated rent and services                                             |  | 5,000               |   |   | 5,000                    |   |   |        |   |   |        |  
|Finders fees                                                         |  | 114,932             |   |   |                         |   |   |        |   |   |        |  
|Gain on debt settlement                                               |  | (1,303              | ) |   |                         |   |   |        |   |   |        |  
|Gain on option                                                        |  | (1,187,500          | ) |   |                         |   |   |        |   |   |        |  
|Loss on sale of computer equipment                                    |  | 344                 |   |   |                         |   |   |        |   |   |        |  
|Loss on sale of investments                                           |  | 630,397             |   |   |                         |   |   |        |   |   |        |  
|Write-down of advances to affiliate                                   |  | 637,768             |   |   |                         |   |   |        |   |   |        |  
|Write-down of mineral property                                        |  | 1,468,807           |   |   |                         |   |   |        |   |   |        |  
|Write-down of long-term investment                                    |  | 649,459             |   |   |                         |   |   |        |   |   |        |  
|Changes in non-cash working capital items                             |  |                     |   |   |                          |   |   |         |   |   |         |  
|related to operations                                                 |  |                     |   |   |                          |   |   |         |   |   |         |  
|Decrease (increase) in GST
      recoverable                          |  | (358                | ) |   | 224                      |   |   | 791     |   |   | 5       |  
|Decrease in prepaid expenses                                          |  |                    |   |   |                         |   |   |        |   |   | 714     |  
|Increase (decrease) in accounts payable and accrued
      liabilities |  | 431,847             |   |   | 1,005                    |   |   | 196     |   |   | (3,955  | )
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash used in operating activities                                 |  | (1,628,029          | ) |   | (41,279                  | ) |   | (60,993 | ) |   | (61,381 | )
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|INVESTING                                                             |  |                     |   |   |                          |   |   |         |   |   |         |  
|Purchase of office equipment                                          |  | (3,038              | ) |   |                         |   |   |        |   |   |        |  
|Expenditures on mineral properties                                    |  | (1,121,172          | ) |   |                         |   |   |        |   |   |        |  
|Proceeds from disposal of office equipment                            |  | 600                 |   |   |                         |   |   |        |   |   |        |  
|Purchase of investments                                               |  | (310,025            | ) |   |                         |   |   |        |   |   |        |  
|Mineral property deposit                                              |  |                    |   |   | 5,000                    |   |   | (5,000  | ) |   |        |  
|Advances to affiliate                                                 |  | (808,346            | ) |   |                         |   |   |        |   |   |        |  
|Proceeds on
      disposal of investments                             |  | 365,111             |   |   |                         |   |   |        |   |   |        |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash flows
      provided by (used in) investing activities       |  | (1,876,870          | ) |   | 5,000                    |   |   | (5,000  | ) |   |        |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|FINANCING                                                             |  |                     |   |   |                          |   |   |         |   |   |         |  
|Proceeds from advance payable                                         |  | 90,000              |   |   | 40,000                   |   |   | 50,000  |   |   |        |  
|Capital
      stock issued for cash                                   |  | 3,419,522           |   |   |                         |   |   |        |   |   |        |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash flows
      provided by financing activities                 |  | 3,509,522           |   |   | 40,000                   |   |   | 50,000  |   |   |        |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|NET CASH INFLOWS (OUTFLOWS)                                           |  | 4,623               |   |   | 3,721                    |   |   | (15,993 | ) |   | (61,381 | )
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|CASH, BEGINNING OF
      PERIOD                                       |  |                    |   |   | 902                      |   |   | 16,895  |   |   | 78,276  |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|CASH, ENDING OF
      PERIOD                                          |  | 4,623               |   |   | 4,623                    |   |   | 902     |   |   | 16,895  |  
|                                                                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|Cash paid for
      income taxes during the year                      |  |                     |   | $ | Nil                      |   | $ | Nil     |   | $ | Nil     |  
|Cash paid for interest expense during the year                        |  |                     |   | $ | Nil                      |   | $ | Nil     |   | $ | Nil     |  

Non-cash transactions  Note 10

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2008
|(Expressed in Canadian dollars)                            

|                                                               |  |        |   |  |         |   |  |             |  |  | Deficit     |   |  |          |  
|-------------------------------------------------------------- |  | ------ | - |  | ------- | - |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                               |  |        |   |  |         |   |  |             |  |  | Accumulated |   |  |          |  
|                                                               |  |        |   |  |         |   |  |             |  |  | During the  |   |  |          |  
|                                                               |  |        |   |  |         |   |  | Contributed |  |  | Development |   |  |          |  
|                                                               |  | Shares |   |  | Amount  |   |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                               |  | #      |   |  | $       |   |  | $           |  |  | $           |   |  | $        |  
|                                                               |  |        |   |  |         |   |  |             |  |  |             |   |  |          |  
|Balance  June 22, 1983 (Date of Inception)                    |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Net loss for the
      period                                  |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1983                                    |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Shares issued for cash:                                        |  |        |   |  |         |   |  |             |  |  |             |   |  |          |  
|- at $0.35 per share                                           |  | 21,429 |   |  | 7,500   |   |  |            |  |  |            |   |  | 7,500    |  
|- at $5.25 per share                                           |  | 6,286  |   |  | 33,000  |   |  |            |  |  |            |   |  | 33,000   |  
|Net loss for the year                                          |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1984                                    |  | 27,715 |   |  | 40,500  |   |  |            |  |  |            |   |  | 40,500   |  
|Shares issued for cash at $14.175 per share                    |  | 14,286 |   |  | 202,500 |   |  |            |  |  |            |   |  | 202,500  |  
|Shares allotted for cash at $10.50 per share                   |  | 7,143  |   |  | 75,000  |   |  |            |  |  |            |   |  | 75,000   |  
|Shares issued for acquisition of mineral
      property at     |  |        |   |  |         |   |  |             |  |  |             |   |  |          |  
|$5.25 per share                                                |  | 714    |   |  | 3,750   |   |  |            |  |  |            |   |  | 3,750    |  
|Net loss for the year                                          |  |       |   |  |        |   |  |            |  |  | (60,415     | ) |  | (60,415  | )
|Balance  November 30, 1985                                    |  | 49,858 |   |  | 321,750 |   |  |            |  |  | (60,415     | ) |  | 261,335  |  
|Share subscriptions refunded at $10.50 per
      share         |  | (2,770 | ) |  | (29,090 | ) |  |            |  |  |            |   |  | (29,090  | )
|Net loss for the
      year                                    |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1986                                    |  | 47,088 |   |  | 292,660 |   |  |            |  |  | (60,415     | ) |  | 232,245  |  
|Shares issued for cash at $15.75 per share                     |  | 2,429  |   |  | 38,250  |   |  |            |  |  |            |   |  | 38,250   |  
|Net loss for the year                                          |  |       |   |  |        |   |  |            |  |  | (146,697    | ) |  | (146,697 | )
|Balance  November 30, 1987                                    |  | 49,517 |   |  | 330,910 |   |  |            |  |  | (207,112    | ) |  | 123,798  |  
|Net loss for the year                                          |  |       |   |  |        |   |  |            |  |  | (140,613    | ) |  | (140,613 | )
|Balance  November 30, 1988                                    |  | 49,517 |   |  | 330,910 |   |  |            |  |  | (347,725    | ) |  | (16,815  | )
|Shares issued for settlement of debt at
      $18.90 per share |  | 1,286  |   |  | 24,300  |   |  |            |  |  |            |   |  | 24,300   |  
|Private placement at $10.50 per share                          |  | 4,286  |   |  | 45,000  |   |  |            |  |  |            |   |  | 45,000   |  
|Exercise of options at $15.75 per share                        |  | 343    |   |  | 5,400   |   |  |            |  |  |            |   |  | 5,400    |  
|Net loss for the
      year                                    |  |       |   |  |        |   |  |            |  |  | (17,337     | ) |  | (17,337  | )
|Balance  November 30, 1989                                    |  | 55,432 |   |  | 405,610 |   |  |            |  |  | (365,062    | ) |  | 40,548   |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2008
|(Expressed in Canadian dollars)                            

|                                                           |  |        |  |  |           |  |  |             |  |  | Deficit     |   |  |           |  
|---------------------------------------------------------- |  | ------ |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | --------- | -
|                                                           |  |        |  |  |           |  |  |             |  |  | Accumulated |   |  |           |  
|                                                           |  |        |  |  |           |  |  |             |  |  | During the  |   |  |           |  
|                                                           |  |        |  |  |           |  |  | Contributed |  |  | Development |   |  |           |  
|                                                           |  | Shares |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total     |  
|                                                           |  | #      |  |  | $         |  |  | $           |  |  | $           |   |  | $         |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1989                                |  | 55,432 |  |  | 405,610   |  |  |            |  |  | (365,062    | ) |  | 40,548    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral
      property at |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|$70.00 per share                                           |  | 714    |  |  | 50,000    |  |  |            |  |  |            |   |  | 50,000    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fee:                            |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $17,50 per share                                      |  | 1,429  |  |  | 25,000    |  |  |            |  |  |            |   |  | 25,000    |  
|- at $70.00 per share                                      |  | 571    |  |  | 40,000    |  |  |            |  |  |            |   |  | 40,000    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $12.25 per share                                      |  | 2,857  |  |  | 35,000    |  |  |            |  |  |            |   |  | 35,000    |  
|- at $17.50 per share                                      |  | 143    |  |  | 2,500     |  |  |            |  |  |            |   |  | 2,500     |  
|- at $24.50 per share                                      |  | 1,429  |  |  | 35,000    |  |  |            |  |  |            |   |  | 35,000    |  
|- at $26.50 per share                                      |  | 2,686  |  |  | 70,500    |  |  |            |  |  |            |   |  | 70,500    |  
|- at $38.85 per share                                      |  | 286    |  |  | 11,100    |  |  |            |  |  |            |   |  | 11,100    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net loss for the year                                      |  |       |  |  |          |  |  |            |  |  | (118,112    | ) |  | (118,112  | )
|                                                           |  |        |  |  |           |  |  |            |  |  |             |   |  |           |  
|Balance  November 30, 1990                                |  | 65,547 |  |  | 674,710   |  |  |            |  |  | (483,174    | ) |  | 191,536   |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral
      property:   |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $63.00 per share                                      |  | 2,857  |  |  | 180,000   |  |  |            |  |  |            |   |  | 180,000   |  
|- at $96.95 per share                                      |  | 881    |  |  | 85,366    |  |  |            |  |  |            |   |  | 85,366    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Private placement at $54.60                                |  | 657    |  |  | 35,880    |  |  |            |  |  |            |   |  | 35,880    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Exercise of warrants at $14.00 per share                   |  | 1,429  |  |  | 20,000    |  |  |            |  |  |            |   |  | 20,000    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $24.50 per share                                      |  | 571    |  |  | 14,000    |  |  |            |  |  |            |   |  | 14,000    |  
|- at $26.25 per share                                      |  | 857    |  |  | 22,500    |  |  |            |  |  |            |   |  | 22,500    |  
|- at $54.25 per share                                      |  | 1,691  |  |  | 91,760    |  |  |            |  |  |            |   |  | 91,760    |  
|- at $66.85 per share                                      |  | 1,171  |  |  | 78,310    |  |  |            |  |  |            |   |  | 78,310    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fee:                            |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $52.50 per share                                      |  | 714    |  |  | 37,500    |  |  |            |  |  |            |   |  | 37,500    |  
|- at $58.80 per share                                      |  | 272    |  |  | 16,017    |  |  |            |  |  |            |   |  | 16,017    |  
|- at $96.95 per share                                      |  | 109    |  |  | 10,565    |  |  |            |  |  |            |   |  | 10,565    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net loss for the
      year                                |  |       |  |  |          |  |  |            |  |  | 445,784     |   |  | 445,784   |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1991                                |  | 76,756 |  |  | 1,266,608 |  |  |            |  |  | (37,390     | ) |  | 1,229,218 |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $54.25 per share                                      |  | 594    |  |  | 32,240    |  |  |            |  |  |            |   |  | 32,240    |  
|- at $66.85 per share                                      |  | 134    |  |  | 8,977     |  |  |            |  |  |            |   |  | 8,977     |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fees at $52.50 per share        |  | 714    |  |  | 37,500    |  |  |            |  |  |            |   |  | 37,500    |  
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net loss for the
      year                                |  |       |  |  |          |  |  |            |  |  | (788,460    | ) |  | (788,460  | )
|                                                           |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November
      30, 1992                          |  | 78,198 |  |  | 1,345,325 |  |  |            |  |  | (825,850    | ) |  | 519,475   |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2008
|(Expressed in Canadian dollars)                            

|                                                              |  |         |  |  |           |  |  |             |  |  | Deficit     |   |  |          |  
|------------------------------------------------------------- |  | ------- |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                              |  |         |  |  |           |  |  |             |  |  | Accumulated |   |  |          |  
|                                                              |  |         |  |  |           |  |  |             |  |  | During the  |   |  |          |  
|                                                              |  |         |  |  |           |  |  | Contributed |  |  | Development |   |  |          |  
|                                                              |  | Shares  |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                              |  | #       |  |  | $         |  |  | $           |  |  | $           |   |  | $        |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1992                                   |  | 78,198  |  |  | 1,345,325 |  |  |            |  |  | (825,850    | ) |  | 519,475  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral
      property:      |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $14.00 per share                                         |  | 714     |  |  | 10,000    |  |  |            |  |  |            |   |  | 10,000   |  
|- at $17.50 per share                                         |  | 1,429   |  |  | 25,000    |  |  |            |  |  |            |   |  | 25,000   |  
|- at $21.00 per share                                         |  | 714     |  |  | 15,000    |  |  |            |  |  |            |   |  | 15,000   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for finders fee at $52.50 per share            |  | 1,271   |  |  | 13,350    |  |  |            |  |  |            |   |  | 13,350   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Private placement at $10.50 per share                         |  | 14,286  |  |  | 150,000   |  |  |            |  |  |            |   |  | 150,000  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for settlement of debt at $10.85 per            |  |         |  |  |           |  |  |            |  |  |             |   |  |          |  
|share                                                         |  | 7,296   |  |  | 79,166    |  |  |             |  |  |            |   |  | 79,166   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of options:                        |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $11.20 per share                                         |  | 7,096   |  |  | 79,470    |  |  |            |  |  |            |   |  | 79,470   |  
|- at $21.70 per share                                         |  | 4,419   |  |  | 95,901    |  |  |            |  |  |            |   |  | 95,901   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the year                                         |  |        |  |  |          |  |  |            |  |  | (754,698    | ) |  | (754,698 | )
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1993                                   |  | 115,423 |  |  | 1,813,212 |  |  |            |  |  | (1,580,548  | ) |  | 232,664  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for settlement of debt at
      $9.10 per share |  | 12,368  |  |  | 112,553   |  |  |            |  |  |            |   |  | 112,553  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Exercise of options at $10.15 per share                       |  | 571     |  |  | 5,800     |  |  |            |  |  |            |   |  | 5,800    |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Exercise of warrants at $10.50 per share                      |  | 829     |  |  | 8,700     |  |  |            |  |  |            |   |  | 8,700    |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the year                                         |  |        |  |  |          |  |  |            |  |  | (201,255    | ) |  | (201,255 | )
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1994                                   |  | 129,191 |  |  | 1,940,265 |  |  |            |  |  | (1,781,803  | ) |  | 158,462  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of options:                        |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $8.40 per share                                          |  | 8,635   |  |  | 72,536    |  |  |            |  |  |            |   |  | 72,536   |  
|- at $10.15 per share                                         |  | 3,250   |  |  | 32,986    |  |  |            |  |  |            |   |  | 32,986   |  
|- at $10.85 per share                                         |  | 940     |  |  | 10,199    |  |  |            |  |  |            |   |  | 10,199   |  
|- at $11.55 per share                                         |  | 1,571   |  |  | 18,150    |  |  |            |  |  |            |   |  | 18,150   |  
|- at $14.70 per share                                         |  | 6,262   |  |  | 92,046    |  |  |            |  |  |            |   |  | 92,046   |  
|- at $17.50 per share                                         |  | 2,943   |  |  | 51,500    |  |  |            |  |  |            |   |  | 51,500   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of warrants:                       |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $9.80 per share                                          |  | 8,571   |  |  | 84,000    |  |  |            |  |  |            |   |  | 84,000   |  
|- at $12.25 per share                                         |  | 14,729  |  |  | 180,425   |  |  |            |  |  |            |   |  | 180,425  |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for private placements:                         |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $9.80 per share                                          |  | 8,571   |  |  | 84,000    |  |  |            |  |  |            |   |  | 84,000   |  
|- at $15.75 per share                                         |  | 2,857   |  |  | 45,000    |  |  |            |  |  |            |   |  | 45,000   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral
      property at    |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|15.75 per share                                               |  | 1,429   |  |  | 22,500    |  |  |            |  |  |            |   |  | 22,500   |  
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the
      year                                   |  |        |  |  |          |  |  |            |  |  | (304,564    | ) |  | (304,564 | )
|                                                              |  |         |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November
      30, 1995                             |  | 188,949 |  |  | 2,633,607 |  |  |            |  |  | (2,086,367  | ) |  | 547,240  |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2008
|(Expressed in Canadian dollars)                            

|                                                              |  |         |  |  |           |   |  |             |  |  | Deficit     |   |  |          |  
|------------------------------------------------------------- |  | ------- |  |  | --------- | - |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                              |  |         |  |  |           |   |  |             |  |  | Accumulated |   |  |          |  
|                                                              |  |         |  |  |           |   |  |             |  |  | During the  |   |  |          |  
|                                                              |  |         |  |  |           |   |  | Contributed |  |  | Development |   |  |          |  
|                                                              |  | Shares  |  |  | Amount    |   |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                              |  | #       |  |  | $         |   |  | $           |  |  | $           |   |  | $        |  
|                                                              |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1995                                   |  | 188,949 |  |  | 2,633,607 |   |  |            |  |  | (2,086,367  | ) |  | 547,240  |  
|Shares issued for acquisition of mineral property at          |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|$21.00 per share                                              |  | 571     |  |  | 12,000    |   |  |            |  |  |            |   |  | 12,000   |  
|Exercise of warrants at $15.75 per share                      |  | 2,857   |  |  | 45,000    |   |  |            |  |  |            |   |  | 45,000   |  
|Private placement at $10.50 per share                         |  | 4,286   |  |  | 52,500    |   |  |            |  |  |            |   |  | 52,500   |  
|Shares issued for exercise of options:                        |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|- at $17.50 per share                                         |  | 4,743   |  |  | 82,998    |   |  |            |  |  |            |   |  | 82,998   |  
|- at $18.55 per share                                         |  | 714     |  |  | 13,250    |   |  |            |  |  |            |   |  | 13,250   |  
|- at $20.65 per share                                         |  | 2,857   |  |  | 59,000    |   |  |            |  |  |            |   |  | 59,000   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  |            |  |  | (102,055    | ) |  | (102,055 | )
|Balance  November 30, 1996                                   |  | 204,977 |  |  | 2,898,355 |   |  |            |  |  | (2,188,422  | ) |  | 709,933  |  
|Shares issued for acquisition of mineral property at          |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|$8.75 per share                                               |  | 714     |  |  | 6,250     |   |  |            |  |  |            |   |  | 6,250    |  
|Shares issued for exercise of options:                        |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|- at $9.10 per share                                          |  | 7,571   |  |  | 68,900    |   |  |            |  |  |            |   |  | 68,900   |  
|- at $10.50 per share                                         |  | 1,429   |  |  | 15,000    |   |  |            |  |  |            |   |  | 15,000   |  
|- at $13.55 per share                                         |  | 4,286   |  |  | 46,500    |   |  |            |  |  |            |   |  | 46,500   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  |            |  |  | (150,318    | ) |  | (150,318 | )
|Balance  November 30, 1997                                   |  | 218,977 |  |  | 3,035,005 |   |  |            |  |  | (2,338,740  | ) |  | 696,265  |  
|Shares issued for cash at $5.25 per share                     |  | 3,143   |  |  | 16,500    |   |  |            |  |  |            |   |  | 16,500   |  
|Shares issued for settlement of debt at
      $5.25 per share |  | 10,123  |  |  | 53,144    |   |  |            |  |  |            |   |  | 53,144   |  
|Share issuance costs                                          |  |        |  |  | (2,452    | ) |  |            |  |  |            |   |  | (2,452   | )
|Net loss for the year                                         |  |        |  |  |          |   |  |            |  |  | (512,408    | ) |  | (512,408 | )
|Balance  November 30, 1998                                   |  | 232,243 |  |  | 3,102,197 |   |  |            |  |  | (2,851,148  | ) |  | 251,049  |  
|Shares issued for settlement of debt at
      $5.25 per share |  | 11,667  |  |  | 61,252    |   |  |            |  |  |            |   |  | 61,252   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  |            |  |  | (369,731    | ) |  | (369,731 | )
|Balance  November 30, 1999                                   |  | 243,910 |  |  | 3,163,449 |   |  |            |  |  | (3,220,879  | ) |  | (57,430  | )
|Shares issued for settlement of debt at $0.75 per share       |  | 123,441 |  |  | 92,581    |   |  |            |  |  |            |   |  | 92,581   |  
|Private placement at $0.95 per share                          |  | 340,000 |  |  | 323,000   |   |  |            |  |  |            |   |  | 323,000  |  
|Share issuance costs                                          |  |        |  |  | (1,498    | ) |  |            |  |  |            |   |  | (1,498   | )
|Net loss for the year                                         |  |        |  |  |          |   |  |            |  |  | (91,248     | ) |  | (91,248  | )
|Balance  November
      30, 2000                             |  | 707,351 |  |  | 3,577,532 |   |  |            |  |  | (3,312,127  | ) |  | 265,405  |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2008
|(Expressed in Canadian dollars)                            

|                                                  |  |           |  |  |           |  |  |             |  |  | Deficit     |   |  |          |  
|------------------------------------------------- |  | --------- |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                  |  |           |  |  |           |  |  |             |  |  | Accumulated |   |  |          |  
|                                                  |  |           |  |  |           |  |  |             |  |  | During the  |   |  |          |  
|                                                  |  |           |  |  |           |  |  | Contributed |  |  | Development |   |  |          |  
|                                                  |  | Shares    |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                  |  | #         |  |  | $         |  |  | $           |  |  | $           |   |  | $        |  
|                                                  |  |           |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 2000                       |  | 707,351   |  |  | 3,577,532 |  |  |            |  |  | (3,312,127  | ) |  | 265,405  |  
|Shares issued for cash at $1.60 per share         |  | 25,000    |  |  | 40,000    |  |  |            |  |  |            |   |  | 40,000   |  
|Exercise of warrants at $1.25 per share           |  | 155,958   |  |  | 194,947   |  |  |            |  |  |            |   |  | 194,947  |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (489,432    | ) |  | (489,432 | )
|                                                  |  |           |  |  |           |  |  |             |  |  |             |   |  |         |  
|Balance  November 30, 2001                       |  | 888,309   |  |  | 3,812,479 |  |  |            |  |  | (3,801,559  | ) |  | 10,920   |  
|Shares issued for cash at $1.60 per share         |  | 25,000    |  |  | 39,435    |  |  |            |  |  |            |   |  | 39,435   |  
|Exercise of options at $1.05 per share            |  | 18,000    |  |  | 18,900    |  |  |            |  |  |            |   |  | 18,900   |  
|Exercise of warrants at $1.25 per share           |  | 126,947   |  |  | 158,684   |  |  |            |  |  |            |   |  | 158,684  |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (261,950    | ) |  | (261,950 | )
|Balance  November 30, 2002                       |  | 1,058,256 |  |  | 4,029,498 |  |  |            |  |  | (4,063,509  | ) |  | (34,011  | )
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (27,840     | ) |  | (27,840  | )
|Balance  November 30, 2003                       |  | 1,058,256 |  |  | 4,029,498 |  |  |            |  |  | (4,091,349  | ) |  | (61,851  | )
|5:1 rollback during period (retroactively stated) |  |           |  |  |          |  |  |            |  |  |            |   |  |         |  
|Units issued for cash at $0.05 per unit           |  | 5,000,000 |  |  | 250,000   |  |  |            |  |  |            |   |  | 250,000  |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (49,597     | ) |  | (49,597  | )
|Balance  November 30, 2004                       |  | 6,058,256 |  |  | 4,279,498 |  |  |            |  |  | (4,140,946  | ) |  | 138,552  |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (71,186     | ) |  | (71,186  | )
|Balance  November 30, 2005                       |  | 6,058,256 |  |  | 4,279,498 |  |  |            |  |  | (4,212,132  | ) |  | 67,366   |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (58,145     | ) |  | (58,145  | )
|Balance  November 30, 2006                       |  | 6,058,256 |  |  | 4,279,498 |  |  |            |  |  | (4,270,277  | ) |  | 9,221    |  
|Net loss for the
      year                       |  |          |  |  |          |  |  |            |  |  | (61,980     | ) |  | (61,980  | )
|Balance  November 30, 2007                       |  | 6,058,256 |  |  | 4,279,498 |  |  |            |  |  | (4,332,257  | ) |  | (52,759  | )
|Net loss for the year                             |  |          |  |  |          |  |  |            |  |  | (47,508     | ) |  | (47,508  | )
|Donated services (Note 8)                         |  |          |  |  |          |  |  | 5,000       |  |  |            |   |  | 5,000    |  
|Balance  November
      30, 2008                 |  | 6,058,256 |  |  | 4,279,498 |  |  | 5,000       |  |  | (4,379,765  | ) |  | (95,267  | )

The accompanying notes are an integral part of these financial
statements

---

54

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
      GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company was incorporated on June 22, 1983, and is
      currently in the business of seeking and identifying suitable business
      opportunities or business combinations in Canada. The Company's common
      shares are listed on the OTC Bulletin Board under the trading symbol
      "BVLTF". The Company is a development stage company and accordingly, the
      statements of operations and comprehensive loss, and cash flows include a
      total of all expenditures and other income and expenses since inception,
      June 22, 1983 to November 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles in Canada
      applicable to a going concern, which assumes that the Company will be able
      to meet its obligations and continue its operations for its next fiscal
      year. Realization values may be substantially different from carrying
      values as shown and these financial statements do not give effect to
      adjustments that would be necessary to the carrying values and
      classification of assets and liabilities should the Company be unable to
      continue as a going concern. At November 30, 2008, the Company had not yet
      identified a suitable business, has accumulated losses of $4,379,765 since
      its inception, had a working capital deficiency of $95,267 and expects to
      incur further losses in the development of its business, all of which
      casts substantial doubt about the Company's ability to continue as a going
      concern. The Companys ability to continue as a going concern is dependent
      upon its ability to generate future profitable operations and/or to obtain
      the necessary financing to meet its obligations and repay its liabilities
      arising from normal business operations when they become due.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The operations of the Company have primarily been funded
      by the issuance of capital stock. Continued operations of the Company are
      dependent on the Company's ability to raise funds through debt financing,
      complete equity financings or generate profitable operations in the
      future. Management's plan in this regard is to secure additional funds
      through future equity financings. Such financings may not be available or
      may not be available on reasonable terms. The financial statements contain
      no adjustments which reflect the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements in conformity
      with Canadian generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at the date of the financial statements and the reported amounts of
      revenues and expenses during the period. Actual results could differ from
      those estimates. By their nature, these estimates are subject to
      measurement uncertainty and the effect on the financial statements of
      changes in such estimates in future periods could be
significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The financial statements have, in managements opinion,
      been properly prepared within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Monetary items denominated in foreign currencies are
      translated into Canadian dollars at exchange rates prevailing at the
      balance sheet date and non-monetary items are translated at exchange rates
      prevailing when the assets were acquired or obligations incurred. Foreign
      currency denominated revenue and expense items are translated at exchange
      rates prevailing at the transaction date. Gains and losses arising from
      the translations are included in operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company follows the asset and liability method for
      determining income taxes. Under this method, future income tax assets and
      liabilities are recognized for temporary differences between the carrying
      amounts for financial statement purposes and the tax basis for certain
      assets and liabilities. Future income tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in
      the years in which these temporary differences are expected to be settled.
      The tax effects of changes in these temporary differences are recognized
      in income in the period in which they occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

55

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock  Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company uses the fair value based method for all
      stock-based awards granted on or after December 1, 2004 and to account for
      the grants as compensation expense in its financial statements. As at
      December 1, 2004, there were no stock options outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The value of stock options granted is estimated on the
      date of grant using the Black-Scholes option-pricing model. The
      Black-Scholes option-pricing model requires the input of subjective
      assumptions, including the expected term of the option and stock price
      volatility. The expected term of options granted is determined based on
      historical data on the average hold period before exercise, expiry or
      cancellation. Expected volatility is based on the historical volatility of
      the share price of the Company. These estimates involve inherent
      uncertainties and the application of management judgment. In addition, the
      Company is required to estimate the expected forfeiture rate and only
      recognizes expense for those options expected to vest. As a result, if
      other assumptions had been used, the recorded stock-based compensation
      expense could have been different from that reported.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Basic loss per share is calculated by dividing the net
      loss available to common shareholders by the weighted average number of
      shares outstanding during the year. Diluted earnings per share reflect the
      potential dilution of securities that could share in earnings of an
      entity. In a loss year, potentially dilutive common shares are excluded
      from the loss per share calculation, as the effect would be anti-dilutive.
      Basic and diluted loss per share are the same for the years
    presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For the years ended November 30, 2008, 2007 and 2006,
      potentially dilutive common shares (relating to warrants outstanding at
      the year-end) totalling Nil (2007: nil; 2006: 5,000,000) were not included
      in the computation of loss per share because their effect was
      anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Mineral properties consist of exploration and mining
      concessions, options and contracts. Acquisition and leasehold costs are
      capitalized and deferred until such time as the property is put into
      production or the properties are disposed of either through sale or
      abandonment. If mineral properties are put into production, the costs of
      acquisition will be amortized over the life of the property based on
      estimated economic reserves. Proceeds received from the sale of any
      interest in a property will first be credited against the carrying value
      of the property, with any excess included in operations for the period. If
      a property is abandoned, the property costs that are not recoverable will
      be written-off to operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Mineral properties exploration costs are expensed when
      incurred. Recorded costs of mineral properties are not intended to reflect
      present or future values of mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company follows CICA Handbook Section 1530
      Comprehensive Income which establishes standards for reporting and
      presenting comprehensive income, which is defined as the change in equity
      from transactions and other events from non-owner sources. Other
      comprehensive income refers to items recognized in comprehensive income
      that are excluded from net income calculated in accordance with Canadian
      generally accepted accounting principles. At November 30, 2008, the
      Company does not have transactions and events which require the
      recognition of comprehensive income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company follows Section 3855 Financial Instruments 
      Recognition and Measurement and Section 3861 Financial Instruments 
      Disclosure and Presentation. Section 3855 prescribes when a financial
      asset, financial liability or non- financial derivative is to be
      recognized on the balance sheet and at what amount, requiring fair value
      or cost-based measures under different circumstances. Under Section 3855,
      financial instruments must be classified into one of these five
      categories: held-for-trading, held-to-maturity, loans and receivables,
      available-for-sale financial assets or other financial liabilities. All
      financial instruments, including derivatives, are measured initially and
      subsequently on the balance sheet at fair value except for loans and
      receivables, held-to-maturity investments and other financial liabilities
      which are measured subsequently on the balance sheet at amortized cost.
      Available-for-sale financial instruments are measured at fair value with
      changes in fair value recorded in other comprehensive income until the
      investment is derecognized or impaired at which time the amounts would be
      recorded in net earnings.

---

56

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------

Financial Instruments
(continued)

The Company adopted the CICA guidelines
of Section 3862, Financial Instruments  Disclosures, and Section 3863,
Financial Instruments  Presentation. These standards replace CICA 3861,
Financial Instruments  Disclosure and Presentation. These standards increase
the disclosures currently required, which will enable users to evaluate the
significance of financial instruments for an entitys financial position and
performance, including disclosures about fair value. In addition, disclosure is
required of qualitative and quantitative information about exposure to risks
arising from financial instruments, including specified minimum disclosures
about credit risk, liquidity risk, and market risk. The quantitative disclosures
must provide information about the extent to which the company is exposed to
such risk, based on information provided internally to the entitys key
management personnel.

Financial instruments issued by the
Company are treated as equity only to the extent that they do not meet the
definition of a financial liability. The Companys common shares are classified
as equity instruments.

Subsequent measurement and changes in
fair value will depend on their initial classification, as follows:
held-for-trading financial assets are measured at fair value and changes in fair
value are recognized in net earnings; available-for-sale financial instruments
are measured at fair value with changes in fair value recorded in other
comprehensive income until the investment is derecognized or impaired at which
time the amounts would be recorded in net earnings.

The Company classifies and measures its
financial instruments as follows:

- Cash are classified as held-for-trading. They are
  measured at fair value and changes in fair value are recognized in the
  statements of operations.
- Accounts payable and accrued liabilities and
  advances payable are classified as other financial liabilities and are
  measured at fair value at inception. They are measured at amortized cost using
  the effective interest rate at subsequent periods. Change in fair value is
  recognized in the statements of comprehensive loss.

The Companys risk exposures and the
impact on the Companys financial instruments are summarized below:

| | a) | Credit Risk
| | -- | -----------

Credit risk is the risk of financial
loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. The Company manages credit risk by
investing its cash with a Canadian Chartered bank. The Companys other asset is
Goods and Services Tax recoverable from the Federal Government of Canada. The
maximum exposure to credit risk is minimal at this time.

| | b) | Liquidity Risk
| | -- | --------------

Liquidity risk is the risk that the
Company is not able to meet its financial obligations as they become due. There
can be no assurance that the Company will be able to obtain adequate financing
in the future or that the terms of such financing will be favourable. The
Company may seek additional financing through equity offerings and advances from
related parties, but there can be no assurance that such financing will be
available on terms acceptable to the Company.

| | c) | Interest Rate Risk
| | -- | ------------------

Interest rate risk is the risk that
future cash flows will fluctuate as a result of changes in market interest
rates. As the Company has no interest-bearing investments or debt, it is not
exposed to interest rate risk at this time. In respect of financial liabilities,
the advances payable are not subject to interest rate risk because they are
non-interest bearing payable.

---

57

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------

Financial Instruments
(continued)

| | d) | Foreign Currency Risk
| | -- | ---------------------

Foreign currency exchange rate risk is
the risk that the fair value or future cash flows will fluctuate as a result of
changes in foreign exchange rates. As significant transactions of the Company
are denominated in Canadian dollars, the Company is not significantly exposed to
foreign currency exchange risk at this time.

Accounting Changes

The Company adopted CICA Handbook
Section 1506 Accounting Changes which revises the standards on changes in
accounting policy, estimates or errors to require a change in accounting policy
to be applied retrospectively (unless doing so is impracticable or is specified
otherwise by a new accounting standard), changes in estimates to be recorded
prospectively, and prior period errors to be corrected retrospectively.
Voluntary changes in accounting policy are allowed only when they result in
financial statements that provide reliable and more relevant information. In
addition, these revised standards call for enhanced disclosures about the
effects of changes in accounting policies, estimates and errors on the financial
statements. The impact of this new standard cannot be determined until such time
as the Company makes a change in accounting policy, other than the changes
resulting from the implementation of the new CICA Handbook standards discussed
in this note.

Cash Distributions

The Company follows the CICA Handbook
Section 1540, Cash Flow Statements, which has been amended to require additional
disclosures where cash distributions are made in accordance with a contractual
obligation for cash distributions. The adoption of this section has not resulted
in any changes on the disclosure within the financial statements.

Recent Accounting
Pronouncements

The Accounting Standards Board (AcSB)
amended CICA Handbook Section 1400  Assessing Going Concern, to include
requirements for management to assess and disclose an entitys ability to
continue as a going concern. This section applies to interim and annual
financial statements relating to fiscal years beginning on or after January 1,
2008. The adoption of this Section is not expected to result in any changes on
the disclosure within the financial statements.

CICA Handbook Section 3064, Goodwill
and Intangible Assets, replacing Section 3062, Goodwill and Other Intangible
Assets, and Section 3450, Research and Development Costs. This section
establishes standards for the recognition, measurement, presentation and
disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. The standard is effective for annual and
interim periods beginning on or after October 1, 2008. Standards concerning
goodwill are unchanged from the standards included in the previous Section 3062.

In 2006, the AcSB published a new
strategic plan that will significantly affect financial reporting requirements
for Canadian companies. The AcSB strategic plan outlines the convergence of
Canadian GAAP with IFRS over an expected five year transitional period. In
February 2008, the AcSB announced that 2011 is the changeover date for
publicly-listed companies to use IFRS, replacing Canadas own GAAP. The date is
for interim and annual financial statements relating to fiscal years beginning
on or after January 1, 2011. The transition date of January 1, 2011 will require
the restatement for comparative purposes of amounts reported by the Company for
the year ended November 30, 2012. While the Company has begun assessing the
adoption of IFRS for 2011, the financial reporting impact of the transition to
IFRS cannot be reasonably estimated at this time. The Company is currently
assessing the impact of the above new accounting standards on the Companys
financial positions and results of operations.

---

58

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|3. | CAPITAL DISCLOSURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Effective December 1, 2007, the Company adopted the new
      CICA guidelines of Section 1535, Capital Disclosures, which requires
      companies to disclose their objectives, policies and processes for
      managing capital, quantitative data about what the entity regards as
      capital, and whether companies have complied with externally imposed
      capital requirements and, if not in compliance, the consequences of such
      non-compliance.                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In the management of capital, the Company includes cash
      in the definition of capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company manages its capital structure and makes
      adjustments to it, based on the funds available to the Company, in order
      to seek and identify suitable business opportunities or business
      combinations in Canada. The board of directors does not establish
      quantitative return on capital criteria for management, but rather relies
      on the expertise of the Companys management to sustain future development
      of the business.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company places its cash with institutions of high
      credit worthiness. At November 30, 2008, the Company had cash of $4,623
      (2007: $902).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company currently has not identified business
      opportunities; as such the Company has historically relied on the equity
      markets and advances from related parties to fund its activities. In order
      to carry out identifying business opportunities and pay for administrative
      costs, the Company will spend its existing working capital and raise
      additional funds as needed. The Company will continue to assess new
      opportunities and seek to acquire business if it feels there are
      sufficient benefits to the Company and if it has adequate financial
      resources to do so.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Management reviews its capital management approach on an
      ongoing basis and believes that this approach, given the relative size of
      the Company, is reasonable.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the year ended November 30, 2007, the Company was
      in the process of acquiring an exploration permit to a mineral claim
      located in British Columbia, Canada for a term which expired on November
      30, 2008. The Company paid a $5,000 security deposit and incurred $3,921
      in exploration costs on the mineral claim.                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the year ended November 30, 2008, the Company
      abandoned the mineral claim and received a refund for the security deposit
      of $5,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company entered into the following transactions with
      related parties, which are in the normal course of operations and are
      measured at the exchange amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

59

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The common shares of the Company are all of the same
      class, are voting and entitle stockholders to receive dividends. Upon
      liquidation or wind-up, stockholders are entitled to participate equally
      with respect to any distribution of net assets or any dividends which may
      be declared.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The preferred shares of the Company may be issued in one
      or more series and may be designated as voting or non-voting and
      cumulative or non-cumulative. Upon liquidation or wind-up, stockholders
      are entitled to participate equally with respect to any distribution of
      net assets before any distribution is made to the holders of the common
      shares. The Company had no preferred shares outstanding at November 30,
      2008, 2007 and 2006.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company, from time to time, allows officers, key
      employees and non-employee directors to be granted options to purchase
      shares of the Companys authorized but un-issued common stock. Options
      currently expire no later than 10 years from the grant date and generally
      vest on the date of grant. These options are granted with an exercise
      price equal to the market price of the Companys common stock on the date
      of the grant. The Company had no options outstanding as at November 30,
      2008, 2007 and 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following is a summary of the activity of the
      warrants issued for the fiscal years ended 2008, 2007, and
  2006:                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                            |  | November 30, 2008 |  |  | November 30, 2007 |  |  | November 30, 2006 |  
| | -------------------------- |  | ----------------- |  |  | ----------------- |  |  | ----------------- | -
| |                            |  |                   |  |  | Exercise          |  |  |                   |  
| |                            |  | Number            |  |  | Price             |  |  | Number            |  
| |                            |  |                   |  |  |                   |  |  |                   |  
| | Balance, beginning of year |  |                  |  |  |                  |  |  | 5,000,000         |  
| | Expired                    |  |                  |  |  |                  |  |  | (5,000,000        | )
| |                            |  |                   |  |  |                   |  |  |                   |  
| | Balance, end of year       |  |                  |  |  |                  |  |  |                  |  

|7. | INCOME TAXES
|-- | ------------

A reconciliation of income tax recovery
at statutory rates with the reported income tax recovery is as follows:

| |                                                                 |   | 2008    |   |   | 2007     |   |   | 2006    |  
| | --------------------------------------------------------------- | - | ------- | - | - | -------- | - | - | ------- | -
| |                                                                 |   |         |   |   |          |   |   |         |  
| | Basic statutory and provincial income tax rate                  |   | 31.30%  |   |   | 34.12%   |   |   | 34.12%  |  
| |                                                                 |   |         |   |   |          |   |   |         |  
| | Net loss                                                        | $ | (47,508 | ) | $ | (61,980  | ) | $ | (58,145 | )
| |                                                                 |   |         |   |   |          |   |   |         |  
| | Expected income tax recovery on net loss,                       |   |         |   |   |          |   |   |         |  
| | before income tax                                               | $ | 15,000  |   | $ | 21,000   |   | $ | (20,000 | )
| | Differences due to recognition of items for
      tax purposes: |   |         |   |   |          |   |   |         |  
| | Effects of reduction in statutory rate                          |   | (2,000  | ) |   | (118,000 | ) |   | -       |  
| | Permanent differences                                           |   | (2,000  | ) |   |          |   |   |         |  
| | Expiry of non-capital loss carry forward                        |   | (19,000 | ) |   |          |   |   | -       |  
| | Increase in valuation allowance                                 |   | 8,000   |   |   | 97,000   |   |   | 20,000  |  
| | Total income tax
      recovery                                 | $ | -       |   | $ | -        |   | $ | -       |  

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60

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|7. | INCOME TAXES (Continued)                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------
|   |                                                                                                           
|   | The significant components of the Companys future income
      tax assets and liabilities are as follows:

| |                                        |   | 2008     |   |   | 2007     |  
| | -------------------------------------- | - | -------- | - | - | -------- | -
| |                                        |   |          |   |   |          |  
| | Future estimated income tax assets:    |   |          |   |   |          |  
| | Non-capital losses carried forward     | $ | 124,000  |   | $ | 132,000  |  
| | Exploration expenses                   |   | 238,000  |   |   | 238,000  |  
| | Capital loss carry-forwards            |   | 95,000   |   |   | 95,000   |  
| |                                        |   | 457,000  |   |   | 465,000  |  
| | Valuation
      allowance              |   | (457,000 | ) |   | (465,000 | )
| | Net future estimated income tax assets | $ | -        |   | $ | -        |  

As at November 30, 2008, the Company
has accumulated Canadian and foreign exploration costs totaling $916,000
non-capital losses totaling $478,000. The Company also has $734,000 of capital
losses which may be applied to future capital gains, which may be carried
forward to apply against future years income for Canadian income tax purposes.
Potential benefits of these losses and exploration costs have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize in future years. The non-capital
losses expire as follows:

2009
    
    98,0002010
    
    69,0002011
    
    28,0002014
    
    50,0002015
    
    71,0002026
    
    58,0002027
    
    62,0002028
    
    42,000$
    478,000


For income tax purposes, the Company
reports certain transactions in different periods than reported for financial
statement purposes. The Company has incurred operating losses since its
inception and, therefore, no tax liabilities have been incurred for the years
presented.

|8. | Contributed Surplus                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended November 30, 2008, a Company with a
      common director provides bookkeeping services and management services at
      no cost. The fair value of the bookkeeping services of $3,000 and the fair
      value of the management services of $2,000 have been recorded in the
      statement of operations and in contributed surplus.                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles (GAAP) in
      Canada. There are no material differences between Canadian GAAP and United
      States GAAP on the balance sheets and statements of operations and
      comprehensive loss, cash flows and stockholders equity (deficiency) for
      2008, 2007 and 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company complies with SFAS No. 7 and The Securities
      and Exchange Commission Exchange Act Guide 7 for its characterization of
      the Company as development stage.                                                                                                                                                                                                                 

---

61

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES (Continued)
|-- | ------------------------------------------------------------------------

Recently Adopted Accounting
Standards

In July 2006, Financial Accounting
Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 clarifies the accounting for income taxes
by prescribing the minimum recognition threshold a tax position is required to
meet before being recognized in the financial statements. FIN 48 also provides
guidance on derecognition, measurement, classification, interest and penalties,
accounting in interim periods, disclosure and transition. The interpretation
applies to all tax positions related to income taxes subject to FASB Statement
No. 109. FIN 48 is effective for fiscal years beginning after December 15, 2006.
Differences between the amounts recognized in the statements of financial
position prior to the adoption of FIN 48 and the amounts reported after adoption
should be accounted for as a cumulative-effect adjustment recorded to the
beginning balance of retained earnings. The adoption of FIN 48 did not have a
material impact on the Companys financial statements.

In September 2006, FASB issued SFAS No.
157, Fair Value Measurements in order to define fair value, establish a
framework for measuring fair value and to expand disclosures about fair value
measurements. This statement only applies when other standards require or permit
the fair value measurement of assets and liabilities. This statement is
effective for fiscal periods commencing after November 15, 2007. The adoption of
SFAS No. 157 did not have a material impact on the Companys financial
statements.

On February 15, 2007, FASB issued SFAS
No. 159 The Fair Value Option for Financial Assets and Financial Liabilities.
This Statement establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 is
effective for fiscal periods commencing after November 15, 2008. The adoption of
SFAS No. 159 is not expected to have a material impact on the Companys
financial statements.

Recently Pronounced Accounting
Standards

In December 2007, the FASB issued SFAS
No. 141R, which is a revision of previously existing guidance on accounting for
business combinations. SFAS 141R retains the fundamental concept of the purchase
method of accounting and introduces new requirements for the recognition and
measurement of assets acquired, liabilities assumed and non-controlling
interests. SFAS 141R is effective for fiscal years beginning after December 15,
2008. The Company will adopt SFAS 141R for any business combinations entered
into, where applicable, on or after December 1, 2009.

In May 2008, FASB issued SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts  An interpretation of
FASB Statement No. 60. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprises risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement is not expected to have a material effect on the Companys
financial statements.

In May 2008, the FASB issued SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States. It is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles. The adoption of this statement is not
expected to have a material effect on the Companys financial statements.

---

62

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2008, 2007 and 2006 
|(Expressed in Canadian dollars)  

|9.  | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Recently Pronounced Accounting Standards
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In March 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 161, Disclosures about Derivative Instruments
      and Hedging Activities  an amendment to FASB Statement No. 133. SFAS No.
      161 is intended to improve financial standards for derivative instruments
      and hedging activities by requiring enhanced disclosures to enable
      investors to better understand their effects on an entity's financial
      position, financial performance, and cash flows. Entities are required to
      provide enhanced disclosures about: (a) how and why an entity uses
      derivative instruments; (b) how derivative instruments and related hedged
      items are accounted for under Statement 133 and its related
      interpretations; and (c) how derivative instruments and related hedged
      items affect an entitys financial position, financial performance, and
      cash flows. It is effective for financial statements issued for fiscal
      years beginning after November 15, 2008, with early adoption encouraged.
      The Company is currently evaluating the impact of SFAS No. 161 on its
      financial statements, and the adoption of this statement is not expected
      to have a material effect on the Companys financial statements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements Liabilities
      an Amendment of ARB No. 51. This statement amends ARB 51 to establish
      accounting and reporting standards for the Noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. This statement is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. Earlier adoption is prohibited.
      The adoption of this statement is not expected to have a material effect
      on the Company's financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | NON-CASH TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                                         |  | Accumulated from    |  |  |                          |  |  |      |  |  |      | 
| | ------------------------------------------------------- |  | ------------------- |  |  | ------------------------ |  |  | ---- |  |  | ---- | 
| |                                                         |  | June 22, 1983       |  |  |                          |  |  |      |  |  |      | 
| |                                                         |  | (Date of Inception) |  |  | Years ended November 30, |  |  |      | 
| |                                                         |  | to November 30,     |  |  |                          |  |  |      |  |  |      | 
| |                                                         |  | 2008                |  |  | 2008                     |  |  | 2007 |  |  | 2006 | 
| |                                                         |  | $                   |  |  | $                        |  |  | $    |  |  | $    | 
| | Shares issued for settlement of debt                    |  | 422,996             |  |  |                         |  |  |     |  |  |     | 
| | Shares issued for finders fee                          |  | 179,932             |  |  |                         |  |  |     |  |  |     | 
| | Shares issued for acquisition of mineral
      property |  | 409,866             |  |  |                         |  |  |     |  |  |     | 
| | Donated services
      (note 8)                         |  | 5,000               |  |  | 5,000                    |  |  |     |  |  |     | 

---

63

ITEM 19 Exhibits

The following exhibits are being filed as part of this annual
report, or are incorporated by reference where indicated:

|10.  | Articles of Incorporation
      and By-laws:                                                                                                                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  | Articles of Incorporation, effective
        June 22, 1983 (incorporated by reference from our Registration Statement
        on Form 20-F/A, filed on January 22, 2001).    
|1.2  | Altered Memorandum,
        dated December 13, 1999 (incorporated by reference from our Registration
        Statement on Form 20-F/A, filed on January 22, 2001).           
|1.3  | Certificate of Change of Name,
        dated December 13, 1999 (incorporated by reference from our Registration
        Statement on Form 20-F/A, filed on January 22, 2001).
|1.4  | Notice of Alteration
        of Articles, effective March 31, 2004 (incorporated by reference from
        our Registration Statement on Form 20-F, filed on June 1, 2004).  
|1.5  | Notice of Alteration of Articles,
        effective March 31, 2004 (incorporated by reference from our Registration
        Statement on Form 20-F, filed on June 1, 2004).  
|11.  | Code of
        Ethics                                                                                                                                                       
|11.1 | Code of Ethics (incorporated
        by reference from our Registration Statement on Form 20-F, filed on June
        1, 2004).                                              
|12.  | 302 Certification                                                                                                                                                            
|12.1 | Section
        302 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.                                                                                       
|13.  | 906 Certification                                                                                                                                                            
|13.1 | Section
        906 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.                                                                                       

---

64

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

BRADNER VENTURES LTD.

/s/ Richard Coglon Richard L. Coglon President and
Secretary (Principal Executive Officer and Principal Financial
Officer)

Date: May 29, 2009

---