UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM 20-F/A - SECOND AMENDMENT

[ ] 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
THESECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2004

OR

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

For the transition period from ____________ to ____________

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 1925, 200 Burrard StreetVancouver, British Columbia,
Canada V6C 3L6(Address of principal executive offices)

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

Not ApplicableTitle of Class

Not Applicable Name of Each Exchange on Which Registered

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

Common Shares Without Par Value(Title of Class)

2

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

Not ApplicableTitle of Class

Indicate the number of outstanding shares of each of the Registrant'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, 2004.

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 period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES XNO

Indicate by check mark which financial statement item the
Registrant has elected to follow.

ITEM 17 ____ ITEM 18 X.

3

PART I

This annual report contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. 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",
"will", "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, 2004. 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, 2004 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.

4

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

Fiscal Year Ended November 30 (Audited)



|CANADIAN GAAP                                                            | 2004       | 2003       | 2002       | 2001       | 2000      
|------------------------------------------------------------------------ | ---------- | ---------- | ---------- | ---------- | ----------
|Net Sales or Operating Revenue                                           | -          | -          | -          | -          | -         
|Total Expenses                                                           | $49,574    | $27,824    | $70,206    | $103,687   | $81,520   
|Amortization and Asset  Write-down                                       | -          | -          | $193,304   | $391,000   | -         
|Income (Loss) From Operations                                            | -          | -          | -          | -          | -         
|Other Income                                                             | -          | -          | $1,526     | $5,255     | $8,193    
|Net Income (Loss) from  Continuing Operations                            | -          | -          | -          | -          | -         
|Net Income (Loss) for the year                                           | $(49,597)  | $(27,840)  | $(261,950) | ($489,432) | $(91,248) 
|Net Income (Loss) from  Operations per Common
Share                      | $(0.02)    | $(0.03)    | $(0.26)    | $(0.13)    | $(0.03)   
|Income (Loss) from Continuing  Operations per Common
      Share         | -          | -          | -          | -          | -         
|Total Assets                                                             | $145,773   | $314       | $3,435     | $43,146    | $295,302  
|Total Stockholders' Equity  (Deficit)                                    | $138,552   | $(61,851)  | $(34,011)  | $10,920    | $265,405  
|Capital Stock                                                            | $4,279,498 | $4,029,498 | $4,029,498 | $3,812,479 | $3,577,532
|Number of Common Shares  (adjusted to reflect
      changes  in capital) | 6,058,256  | 5,291,284  | 5,291,284  | 4,441,547  | 3,536,758 
|Diluted Net Income per  Common Share                                     | $(0.02)    | $(0.03)    | $(0.26)    | $(0.13)    | $(0.03)   
|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                                                       | 2004       | 2003       | 2002       | 2001       | 2000      
|------------------------------------------------------------------------ | ---------- | ---------- | ---------- | ---------- | ----------
|Net Sales or Operating Revenue                                           | -          | -          | -          | -          | -         
|Total Expenses                                                           | $49,574    | $27,824    | $70,206    | $103,687   | $81,520   
|Amortization and Asset  Write-down                                       | -          | -          | $193,304   | $391,000   | -         
|Income (Loss) From Operations                                            | -          | -          | -          | -          | -         
|Other Income                                                             | -          | -          | $1,526     | $5,255     | $8,193    
|Net Income (Loss) from  Continuing Operations                            | -          | -          | -          | -          | -         
|Net Income (Loss) for the year                                           | $(49,597)  | $(27,840)  | $(261,950) | $(489,432) | $(91,248) 
|                                                                         |            |            |            |            |           
|5                                                                       
|                                                                         |            |            |            |            |           
|UNITED STATES GAAP                                                       | 2004       | 2003       | 2002       | 2001       | 2000      
|Net Income (Loss) from  Operations per Common
Share                      | $(0.02)    | $(0.03)    | $(0.26)    | $(0.13)    | $(0.03)   
|Income (Loss) from Continuing  Operations per Common
      Share         | -          | -          | -          | -          | -         
|Total Assets                                                             | $145,773   | $314       | $3,435     | $43,146    | $295,302  
|Total Stockholders' Equity  (Deficit)                                    | $138,552   | $(61,851)  | $(34,011)  | $10,920    | $265,405  
|Capital Stock                                                            | $4,279,498 | $4,029,498 | $4,029,498 | $3,812,479 | $3,577,532
|Number of Common Shares  (adjusted to reflect
      changes  in capital) | 6,058,256  | 5,291,284  | 5,291,284  | 4,441,547  | 3,536,758 
|Diluted Net Income per  Common Share                                     | $(0.02)    | $(0.03)    | $(0.26)    | $(0.13)    | $(0.03)   
|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

On April 1, 2005, the exchange rate in effect for Canadian dollars exchanged
for United States dollars, expressed in terms of Canadian dollars, and 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 was
$1.2146.

For the past five fiscal years ended November 30, 2004 and for the period
between October 1, 2004 and March 31, 2005, the following exchange rates were in
effect for Canadian dollars exchanged for United States dollars, expressed in
terms of Canadian dollars and based upon the exchange rate as determined
above:



|Year/Month End    | Average        | Low/High         
|----------------- | -------------- | -----------------
|November 30, 2000 | $1.4824        | not applicable   
|November 30, 2001 | $1.5441        | not applicable   
|November 30, 2002 | $1.5703        | not applicable   
|November 30, 2003 | $1.3130        | not applicable   
|November 30, 2004 | $1.3094        | not applicable   
|October 31, 2004  | not applicable | $1.2194 / $1.2726
|November 30, 2004 | not applicable | $1.1775 / $1.2229
|December 31, 2004 | not applicable | $1.1856 / $1.2401
|January 31, 2005  | not applicable | $1.1982 / $1.2422
|February 28, 2005 | not applicable | $1.2294 / $1.2562
|March 31, 2005    | not applicable | $1.2017/$1.2425  



6

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 complete a

7

business combination, and we can provide no assurance to investors that we
will generate any operating revenues or achieve profitable operations.

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, 2004, we incurred net losses of $49,597, and for the year ended
November 30, 2003, we incurred net losses of $27,840. We also have an
accumulated deficit of $4,140,946 as at November 30, 2004. At this time, our
ability to generate any revenues is uncertain. Although we believe that we have
sufficient funds to finance our daily operating costs for the next twelve
months, we will likely 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 of existing shareholders. If we are unable to raise additional
funds when required, we may be forced to delay our plan of operation and our
entire business may fail.

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.

8

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 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.

The loss of Richard Coglon and Randy Buchamer would affect our company's
ability to identify a suitable business opportunity or enter into a suitable
business operation.

We consider that any of our current management team, including Richard Coglon
and Randy Buchamer, are vital to our continued operations. The loss of the
services of any of these individuals, for any reason, may 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 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 of 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

9

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 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 ended November 30, 2005, we anticipate that we
will incur approximately $50,000 in operating costs and the continued pursuit of
identifying a suitable business opportunity or

10

combination. Although we have funds to cover our estimated daily operating
costs during the next twelve months, we have not generated any revenues to date
and we may be required to raise additional funding through private placements of
our equity securities and/or debt financing after the next twelve month period.
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 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 directors and officers own a significant amount of stock and, if they act
as a group, will have a significant influence on all matters requiring
shareholder approval which may delay or prevent a change in control.

As of April 1, 2005, directors and executive officers beneficially owned
approximately 42.9% of our outstanding common shares and 59.1% of our
outstanding common shares if our directors and executive officers exercised all
of their share purchase warrants. As a result, these shareholders, if they act
as a

11

group, will have a significant influence on all matters requiring shareholder
approval, including the election of directors and approval of significant
corporate transactions. Such control may have the effect of delaying or
preventing a change in control.

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 him, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to which he
is made a party by reason of his 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 US $5.00 per share or an exercise price of less
than US$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 US$5,000,000 or individuals
with a net worth in excess of US$1,000,000 or annual income exceeding US$200,000
or US$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.

12

The National Association of Securities Dealers, or NASD, 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, the NASD 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, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD 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
its 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 1925, 200 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3L6. Our telephone number is
604.693.0177 and our facsimile number is 604.638.3525.

On March 16, 2004, we held an annual and special meeting of our shareholders,
at which our shareholders authorized our directors to consolidate our company's
existing authorized and issued share capital on the basis of one (1)
post-consolidated share for each five (5) pre-consolidated shares, applied
equally to our common and preference shares. On March 31, 2004, the
consolidation was made effective, so that our then authorized capital consisted
of 15,000,000 common shares and 5,000,000 preference shares, with 1,058,256
common shares, and no preference shares, issued and outstanding. Our authorized
capital was then immediately increased to 75,000,000 common shares and
25,000,000 preference shares, with 1,058,256 common shares, and no preference
shares, issued and outstanding.

B. Business Overview

For the fiscal years ended November 30, 2004, 2003, and 2002, we incurred net
losses of $49,597, $27,840, and $261,950, 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.

13

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

14

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 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.

15

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 ColumbiaSecurities Act and theAlbertaSecurities 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.

16

Over the twelve month period ending November 30, 2005, 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, Plants and Equipment

We currently rent office space located at Suite 1925, 200 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3L6 for the sum of $500 per month. We
believe that our current office arrangements provide adequate space for our
foreseeable future needs.

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 2004 or 2003. 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, 2004 Compared to Year ended November
30, 2003

The following table provides selected quarterly financial information for
2004 for our company:

|                                            |  | 2004       
|------------------------------------------- |  | -----------
|                                           
|                                            |  |            
|                                            |  | November 30
|                                           
|                                            |  | (Unaudited)
|Revenues                                    |  | $Nil       
|                                            |  |            
|Net loss                                    |  | (11,867)   
|                                            |  |            
|Basic and Diluted earnings (loss) per share |  | (0.00)     
|                                            |  |            



17

We incurred a loss for the year ended November 30, 2004 of $49,597 or $(0.02)
per share compared to a loss of $27,840 or $(0.03) per share for the year ended
November 30, 2003. The increase in the net loss from fiscal 2004 to fiscal 2003
was due to an increase in professional regulatory fees.

Expenses were $49,574 for the fiscal year ended November 30, 2004, compared
to $27,824 for fiscal 2003. Expenses incurred in the fiscal year ended November
30, 2004 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, 2004 was $145,150 compared
to a cash outflow of $2,457 for the year ended November 30, 2003. The increase
in cash flow from our 2004 fiscal year to our 2003 fiscal year was due to a
private placement financing. In June, 2004, we completed a private placement of
5,000,000 units at a price of $0.05 per unit for aggregate proceeds of $250,000.
Each unit consisted of one common share and one share purchase warrant with each
warrant entitling the holder to purchase one additional common share at a price
of $0.10 per common share until June 18, 2007.

Year ended November 30, 2003 Compared to Year ended November
30, 2002

The following table provides selected quarterly financial information for
2003 for our company:

|                                 |  | 2003       
|-------------------------------- |  | -----------
|                                
|                                 |  |            
|                                 |  | November 30
|                                
|                                 |  | (Unaudited)
|Revenues                         |  | $Nil       
|                                 |  |            
|Net loss                         |  | (2,667)    
|                                 |  |            
|Basic and Diluted loss per share |  | (0.00)     
|                                 |  |            

We incurred a loss for the year ended November 30, 2003 of $27,840 or $(0.03)
per share compared to a loss of $261,950 or $(0.26) per share for the year ended
November 30, 2002. The decrease in the net loss from fiscal 2003 to 2002 was due
to a decrease in professional fees of $27,242. In fiscal 2003, our company
incurred professional fees of $17,509, and in fiscal 2002, our company incurred
professional fees of $44,751. In addition, the decrease in net loss was a result
of a decrease in the writedown of advances by our company to Bestshot.com. In
fiscal 2003, we made advances totaling $Nil and in fiscal 2002, we made advances
totaling $193,304.

Expenses were $27,824 for the fiscal year ended November 30, 2003, compared
to $70,206 for fiscal 2002. Expenses incurred in the fiscal year ended November
30, 2003 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, 2003 was $2,457 compared
to a cash outflow of $39,061 for the year ended
November 30, 2002. The decrease in cash outflow from our 2003 fiscal year to our
2002 fiscal year was due to the decrease in advances to Bestshot.com, an
affiliated company who, pursuant to a loan agreement between our company and
Bestshot.com, loaned our company $193,304. Our company advanced $Nil to
Bestshot.com during the fiscal year ended November 30, 2003 and advanced
$193,304 to Bestshot.com during the fiscal year ended November 30, 2002.

18

B. Liquidity and Capital Resources

We have cash and cash equivalents of $145,372 as at November 30, 2004,
compared to $222 and $2,679 as at November 30, 2003 and 2002, respectively.
During the year ended November 30, 2004, we spent $104,850 on operations and had
cash inflows of $250,000 from financing activities, thereby increasing our cash
position from $222 at November 30, 2003 to $145,372 at November 30, 2004. Our
company's normal operating expenses for the fiscal year ended November 30, 2004
of $49,574 included professional fees (accounting, administration and legal) of
$31,801, transfer agent and regulatory fees of $10,245 and office and
miscellaneous fees of $4,224.

During the year ended November 30, 2003, we spent $2,457 on operations and
had no cash outflows from investing and financing activities, thereby decreasing
our cash position from $2,679 at November 30, 2002 to $222 at November 30, 2003.
Our company's operating expenses for the year ended November 30, 2003 of $27,824
consisted of professional fees (accounting, administrative and legal) of
$17,509, transfer and regulatory fees of $6,277 and office and miscellaneous
fees of $3,493.

We are currently seeking a business opportunity or business combination. We
did not enter into any definitive agreements during fiscal 2004 in regards to
the acquisition of a suitable business opportunity. 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 2005, we anticipate that significant professional, filing
and due diligence costs will be incurred by our company and, as a result, we may
be forced to seek additional financing to fund the acquisition or business
combination.

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 provided cash of $Nil for the year ended November 30,
2004 compared to $Nil for the year ended November 30, 2003.

Investing Activities

Investing activities provided cash of $Nil for the year ended November 30,
2004, compared to $Nil for the year ended November 30, 2003.

Financing Activities

Financing activities provided cash of $250,000 for the year ended November
30, 2004, compared to $Nil for the year ended November 30, 2003.

Capital Resources

We anticipate that we will incur $30,000 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 and Alberta.

19

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
have cash in the amount of $145,372 and a working capital surplus in the amount
of $138,552 as of November 30, 2004. This amount will enable our company to
carry out our plan of operation for the next twelve months.

We will incur additional expenses if we are successful in entering into an
agreement to acquire an interest in a suitable business opportunity. In addition
to any acquisition costs, we will require significant funds to develop the
business and commence or continue operations. 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.

Application of Critical Accounting Policies

The preparation of financial statements in conformity with 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.

Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain. As the number of variables and
assumptions affecting the probable future resolution of the uncertainties
increase, these judgments become even more subjective and complex. Our
significant accounting policies are disclosed in Note 2 to our consolidated
financial statements included in this annual report.

United States Generally Accepted Accounting Principles

The results of operations discussed above are based on our audited financial
statements prepared in accordance with Canadian generally accepted accounting
principles. Although there are differences between Canadian generally accepted
accounting principles and principles generally accepted in the United States,
there were no material differences between such accounting standards on the
balance sheets and statements of operations and cash flows presented in our
financial statements, as of November 30, 2004.

Under United States GAAP, Statements of Financial Accounting Standards No.
123, "Accounting for Stock-based Compensation" ("SFAS 123") requires expanded
disclosure of stock-based compensation arrangements with employees and
encourages, but does not require, the recognition of compensation expense
related to stock compensation based on the fair value of the equity instrument
granted. Companies that do not adopt the fair value recognition provisions of
SFAS 123 and continue to follow the existing Accounting Principles Board Opinion
No. 25 ("APB 25") rules to recognize and measure compensation are required to
disclose the pro-forma amounts of net income and earnings per share that would
have been reported had our company elected to follow the fair value recognition
rules of SFAS 123. Prior to the November 30, 2004 fiscal year, our company had
elected to continue to use the intrinsic value-based method of APB 25 and has
adopted the disclosure requirements of SFAS 123.

Under Canadian GAAP, effective for fiscal years beginning on or after January
1, 2002, public companies were required to adopt the recommendation of the
Canadian Institute of Chartered Accountants regarding accounting for Canadian
Stock-based Compensation. That recommendation required that all stock-based
payments to non-employees and direct awards of stock to employees be accounted
for using a fair value based method of accounting. However, the standard
permitted our company to continue its policy of not recording compensation cost
on the grant of stock options to employees with the addition of pro forma

20

information. Effective for the years beginning on or after January 1, 2004,
pro forma disclosure only will no longer be permitted and the fair value of all
stock options granted must be accounted for. Our company had voluntarily adopted
this new policy for our year ended November 30, 2004. This application was
applied prospectively.

For the year ended November 30, 2004, under US GAAP, our company has
voluntarily adopted the policy to account for all stock options using the fair
value method in accordance with SFAS 123 and include in operations the fair
value of all stock-based compensation using the transitional provisions of SFAS
No. 148.

For the years ended November 30, 2004 and 2003, the application of Canadian
GAAP conforms with United States GAAP requirements for reporting stock-based
compensation under APB 25 adopting the disclosure requirements of SFAS 123 for
November 30, 2003 and as a change in accounting policy applied on a prospective
basis with no retroactive restatement of prior years for November 30,
2004.

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:



|Name and Age           | Present Position with our
      Company | Date of Commencement of Office with our
      Company
|---------------------- | --------------------------------------- | -----------------------------------------------------
|                      
|Richard Coglon(1) (43) | DirectorSecretaryPresident              | November 2001March 16, 2004May 26,
    2004          
|                       |                                         |                                                      
|21                    
|                       |                                         |                                                      
|Randy Buchamer(1) (46) | DirectorChief Financial Officer         | March 16, 2004March 16,
2004                         



(1)

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 also serves as the president and a director of Heartland
Oil and Gas Corp., a company which has a class of shares registered under the
Securities Exchange Act of 1934.

Randy Buchamer

Mr. Buchamer serves as a director of Heartland Oil and Gas Corp., and as a
director and officer of Voice Mobility International Inc., companies that each
have a class of shares registered under the Securities Exchange Act of
1934. Mr. Buchamer has been the chief executive officer and director of
Voice Mobility, a unified communications company, since August 21, 2001. Mr.
Buchamer was a self-employed business consultant from April 2000 to August 2001.
Mr. Buchamer has been a director of User Friendly Media from September 2000.
From March 1999 to April 2000 Mr. Buchamer was the managing director, operations
of The Jim Pattison Group and was responsible for supporting the operations of
the companies owned by The Jim Pattison Group. Prior to joining The Jim Pattison
Group, Mr. Buchamer was the vice-president and chief operating officer for
Mohawk Oil from March 1988 to March 1999.

Mr. Buchamer holds an Executive Management Development Degree (Condensed
EMBA) from Simon Fraser University and attended the University of Illinois,
Chicago taking Business Administration (Marketing and Finance).

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.

22

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,
2004.

No cash compensation was paid to any of our directors for director's services
as a director during the fiscal year ended November 30, 2004. We have no
standard arrangement pursuant to which directors are compensated by us for their
services in their capacity as directors except for the granting from time to
time of incentive stock options.

As at the fiscal year ended November 30, 2004, 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.

We have no formal 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, 2004.

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
March 16, 2004, 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 auditor's opinion on the
adequacy of internal controls and quality of financial reporting and our
accounting and reporting principles, policies and practices, as well as our
accounting, financial and operating controls. The audit committee also
recommends the selection of independent auditors.

23

D. Employees

During the fiscal years ended November 30, 2004, 2003 and 2002, we did not
have any employees other than our directors and officers. We do not currently
have any paid employees and have not experienced a significant change in the
number of people we employ.

E. Share Ownership

As of April 1, 2005, there were 6,058,259 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:



|NameOffice Held                                    | Number of Common SharesBeneficially Owned | Percentage
|-------------------------------------------------- | ----------------------------------------- | ----------
|                                                  
|Richard CoglonPresident, Secretary and Director    | 4,800,000 (1)                             | 56.7%     
|Randy BuchamerChief Financial Officer and Director | 200,000                                   | 3.3%      



(1)

ITEM 7 Major Shareholders and Related Party Transactions

A. Major Shareholders

As of April 1, 2005, there were 6,058,259 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 April 1,
2005:



|Name           | Amount Owned | Percent of Class
|-------------- | ------------ | ----------------
|              
|Richard Coglon | 4,800,000    | 56.7%           



Richard Coglon holds 2,400,000 common shares and 2,400,000 share purchase
warrants. During fiscal 2004, Mr. Coglon's percentage ownership of our company's
common shares increased from 22.5% to 56.7% as a result of the acquisition of
common shares and share purchase warrants in a private placement transaction.
Mr. Coglon acquired 2,400,000 share purchase warrants pursuant to a Subscription
Agreement dated June 19, 2004, as part of a private placement offering
of 5,000,000 units at a price of $0.05 per unit. Each unit consists of one
common share and one share purchase warrant. Each warrant is exercisable into
one common share at a price of $0.10 per share until June 18, 2007. There were
no significant changes in the percentage ownership of any of our major
shareholders during the years ended November 30, 2003 and 2002.

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

24

As of April 1, 2005, Computershare Trust Company of Canada, our registrar and
transfer agent, reported that of the company's 6,058,259 issued and outstanding
common shares, 5,987,538 common shares were registered to Canadian residents (22
shareholders), 70,435 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 2002 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.

1. In fiscal 2004, our company paid or accrued $3,000 for
office rent to a company with a common director, which is included in office and
miscellaneous expenses. In fiscal 2003 and 2002, our company paid $Nil and $Nil
respectively for such expenses.

2. In fiscal 2004, our company paid or accrued $Nil for office
rent to a company of which a former director of our company is the president,
which is included in office and miscellaneous expenses. In fiscal 2003 and 2002,
our company paid $3,000 and $6,000 respectively for such expenses.

3. In fiscal 2004, our company paid or accrued $Nil in
administration and accounting fees to a company of which a director of our
company is president, which is included in office and miscellaneous expenses and
professional fees. In fiscal 2003 and 2002, our company paid $4,778 and $14,078
respectively for such expenses.

4. The amounts due to related parties of $40,021 at November
30, 2003 were due to a director of our company and to a company of which a
former director of our company is president. These amounts were non-interest
bearing, unsecured and had no specific terms of repayment.

5. During the year ended November 30, 2003, a company of which
a former director of our company is president, forgave interest of $2,422
expensed in previous years by our company and which was included in accounts
payable. This amount was recorded as a recovery of interest expense in the prior
year.

6. During the year ended November 30, 2004, our company issued
2,400,000 units, consisting of one share of our common stock and one share
purchase warrant to Richard Coglon, the president of our company, pursuant to a
private placement.

These transactions were in the normal course of operations.

25

ITEM 8 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 dated March 4, 2005, together with Comments by
Auditors for U.S. Readers in Canada - U.S. Reporting Conflict;

- Balance Sheets at November 30, 2004 and 2003;

- Statements of Operations for the years ended November 30, 2004, 2003 and
2002;

- Statement of Shareholder's Equity (Deficiency) from June 22, 1983 (date of
inception) to November 30, 2004;

- Statements of Cash Flows for the years ended November 30, 2004, 2003 and
2002; and

- Notes to Financial Statements.

The audited financial statements for the years ended November 30, 2004, 2003
and 2002 can be found under Item 18 "Financial Statements".

Significant Changes

No significant change has occurred in our company's financial statements
since the financial year ended November 30, 2004.

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.

ITEM 9 The Offer and Listing

A. Price History

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".

26

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



|                  | TSX Venture Exchange | OTC Bulletin Board
|----------------- | -------------------- | ------------------
|Year Ended        | High                 | Low               
|November 30, 2000 | $0.75                | $0.16             
|November 30, 2001 | $0.75                | $0.28             
|November 30, 2002 | N/A                  | N/A               
|November 30, 2003 | N/A                  | N/A               
|November 30, 2004 | N/A                  | N/A               



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 Board
|----------------- | ------------------
|Quarter Ended     | High              
|February 28, 2003 | US $0.05          
|May 31, 2003      | US $0.04          
|August 31, 2003   | US $0.04          
|November 30, 2003 | US $0.05          
|February 28, 2004 | US $0.05          
|May 31, 2004      | US $0.25          
|August 31, 2004   | US $1.70          
|November 30, 2004 | US $0.25          



The high and low market prices of our common shares for each of
the most recent six months, from October, 2004 through March, 2004, on the
Over-the-Counter Bulletin Board were as follows:



|                  | OTC Bulletin Board
|----------------- | ------------------
|Month Ended       | High              
|October 31, 2004  | No Trades         
|November 30, 2004 | US $0.25          
|December 31, 2004 | US $0.25          
|January 31, 2005  | US $0.25          
|February 28, 2005 | US $0.25          
|March 31, 2005    | US $0.25          



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.

27

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 impacts 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 is
seeking shareholder approval at our shareholders meeting on April 21, 2005, for
the removal of our pre-existing company provisions in our current Articles and
the adoption of proposed Articles under the Business Corporations Act.

Under the Business Corporations Act, Articles are no longer required
to be filed with the British Columbia Registrar of Companies. Our management has
recommended that our shareholders adopt the proposed Articles at our meeting in
order to comply with the provisions of the new act and to take advantage of the
provisions afforded under the new act.

Neither our current Articles nor our proposed Articles contain a description
of our objects and purposes.

Both our current and our proposed Articles do not restrict a director's power
to vote on a proposal, arrangement or contract in which the director is
materially interested, vote compensation to themselves or any other members of
their body in the absence of an independent quorum or exercise borrowing powers.
Under our current and proposed 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.

28

The provisions in our current Articles 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 three-quarters of our common
and preference shares. Under our proposed Articles, 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 current Articles or proposed Articles, as the case may be,
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 current Articles provide that our annual meetings of shareholders must be
held at such time in each calendar year not later than 13 months after the last
preceding annual meeting and at such place as our board of directors may from
time to time determine. Our proposed 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 current and proposed 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 current Articles, the quorum for the transaction of business at any
meeting of shareholders is two persons who are entitled to vote at the meeting
in person or by proxy. Under our proposed 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.

Only persons entitled to vote, our directors, secretary, solicitor and
auditors and others who, although not entitled to vote, are otherwise entitled
or required to be present, are entitled to be present at a meeting of
shareholders under our current Articles. Our proposed 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 current or proposed 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 current and proposed 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.

29

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 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

30

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.

31

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,
non-resident 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
purpose 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 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 is 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",

32

"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 11 Quantitative 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

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by this annual report, being
November 30, 2004, we have carried out an evaluation of the effectiveness of the
design and operation of our company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our company's management, including our company's president and our company's
chief financial officer. Based upon that evaluation, our company's president and
our company's chief financial officer concluded that our company's disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no significant changes in our internal controls
over financial reporting that

33

occurred during our most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect our internal controls over
financial reporting.

Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to
management including our president and secretary as appropriate, to allow timely
decisions regarding required disclosure.

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 (1) as an "audit committee financial expert" as defined in Item
401(e) of Regulation S-B, or (2) is "independent" as the term is used in Item
7(d)(3)(iv) of Schedule 14A under theSecurities Exchange Act of 1934, as
amended.

We believe that the members of our board of directors are collectively
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" 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 secretary with respect to any matter which

34

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 secretary.

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 secretary. 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 1925, 200 Burrard Street, Vancouver, British Columbia, Canada,
V6C 3L6.

ITEM 16C Principal Accountant Fees and Services

Audit Fees

Our board appointed Amisano Hanson, Chartered Accountants, as independent
auditors to audit our financial statements for the fiscal years ended November
30, 2003 and November 30, 2004. The aggregate of fees billed by Amisano Hanson,
Chartered Accountants, for professional services rendered for the audit of our
annual financial statements included in this Annual Report for the fiscal years
ended 2003 and 2004 were $4,815 and $8,600, respectively.

Audit Related Fees

For the fiscal years ended November 30, 2003 and November 30, 2004, the
aggregate fees billed for assurance and related services by Amisano Hanson,
Chartered Accountants, relating to our quarterly financial statements which are
not reported under the caption "Audit Fees" above, were $Nil and $Nil,
respectively.

Tax Fees

For the fiscal years ended November 30, 2003 and November 30, 2004, the
aggregate fees billed for tax compliance, tax advice and tax planning by Amisano
Hanson, Chartered Accountants, was $535 and $Nil, respectively.

All Other Fees

For the fiscal year ended November 30, 2004, the aggregate fees billed by
Amisano Hanson, Chartered Accountants, for other non-audit professional
services, other than those services listed above, totalled $Nil.

35

Pre-Approval Policies and Procedures

Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before Amisano Hanson, 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 Amisano Hanson, Chartered Accountants, and believes that the provision of the
services for activities unrelated to the audit is compatible with maintaining
the independence of Amisano Hanson, 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 Auditors' Report dated March 4, 2005, together with
      Comments by Auditors for U.S. Readers on Canada - U.S. Reporting
      Conflict;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|-  | Balance Sheets at November 30, 2004 and 2003;                                                                                                         
|-  | Statements of Operations for the years ended November 30, 2004, 2003
      and 2002;                                                                  
|-  | Statement of Shareholders' Equity (Deficiency) from June 22, 1983 (date
      of inception) to November 30, 2004;                                     
|   |                                                                                                                                                       
|36
|   |                                                                                                                                                       
|-  | Statements of Cash Flows for the years ended November 30, 2004, 2003
      and 2002; and                                                              
|-  | Notes to Financial Statements.                                                                                                                        





37



Bradner Ventures Ltd.(A Development Stage Company)

Financial Statements(Expressed in Canadian dollars)

November 30, 2004, 2003 and 2002





38





|A Partnership of Incorporated Professionals | AmisanoHanson       
|------------------------------------------- | --------------------
|                                            | CharteredAccountants









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of

Bradner Ventures Ltd.

We have audited the balance sheet of Bradner Ventures Ltd. as
at November 30, 2004 and 2003 and the statements of operations, cash flows and
shareholders' equity (deficiency) for the years then ended. 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,
2004 and 2003 and the results of its operations and its cash flows for the years
then ended in accordance with Canadian generally accepted accounting
principles.

The financial statements for the year ended November 30, 2002
and for the period June 22, 1983 (Date of Incorporation) to November 30, 2002
were audited by another firm of auditors who expressed an opinion without
reservation on these statements on their report dated January 17,
2003.

|Vancouver, Canada | "AMISANO HANSON"     
|----------------- | ---------------------
|March 4, 2005     | Chartered Accountants

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 process of exploring its mineral properties and has not yet
determined whether these properties contain ore reserves that are economically
recoverable 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 this
uncertainty.

Our report to the shareholders dated February 4, 2005, 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.

|Vancouver, Canada                                                           | "AMISANO HANSON"                                                                                        
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------
|March 4, 2005750 WEST PENDER STREET, SUITE
      604VANCOUVER CANADAV6C 2T7 | Chartered AccountantsTELEPHONE:  
      604-689-0188FACSIMILE:   604-689-9773E-MAIL:   amishan@telus.net

39



|DAVIDSON & COMPANY | Chartered Accountants | A Partnership of Incorporated
  Professionals
|------------------ | --------------------- | ---------------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders of

Bradner Ventures Ltd.



We have audited the statements of operations, shareholders'
equity (deficiency) and cash flows of Bradner Ventures Ltd. for the year ended
November 30, 2002 and the amounts included in the cumulative column for the
period from incorporation on June 22, 1983 to November 30, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.



We conducted our audits in accordance with Canadian generally
accepted auditing standards and with the standards of the Public Company
Accounting Oversight Board (United States). 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 results of the Company's operations and its cash
flows for the year ended November 30, 2002 and the amounts included in the
cumulative column for the period from incorporation on June 22, 1983 to
November 30, 2002 in accordance with Canadian generally accepted accounting
principles.



|                  | "DAVIDSON & COMPANY" 
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | Chartered Accountants
|                  |                      
|January 17, 2003  |                      



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -

U.S. REPORTING DIFFERENCE



In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the opinion paragraph) when
the financial statements are affected by conditions and events that cast
substantial doubt on the Company's ability to continue as a going concern, such
as those described in Note 1 to the financial statements. Our report to
shareholders dated January 17, 2003 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such events and
conditions in the auditor's report when these are adequately disclosed in the
financial statements.



|                  | "DAVIDSON & COMPANY" 
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | Chartered Accountants
|                  |                      
|January 17, 2003  |                      



A Member of SC INTERNATIONAL



1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172



40

Bradner Ventures Ltd.(A Development Stage Company)Balance
SheetsNovember 30, 2004 and 2003(Expressed in Canadian
dollars)



|                                                                                                                                                                                                         | November 30, 2004$ | November 30, 2003$
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------
|                                                                                                                                                                                                         |                    |                   
|ASSETS                                                                                                                                                                                                   |                    |                   
|                                                                                                                                                                                                         |                    |                   
|Current Assets                                                                                                                                                                                           |                    |                   
|                                                                                                                                                                                                         |                    |                   
|Cash                                                                                                                                                                                                     | 145,372            | 222               
|Taxes receivable                                                                                                                                                                                         | 401                | 92                
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|Total Assets                                                                                                                                                                                             | 145,773            | 314               
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|                                                                                                                                                                                                         |                    |                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                     |                    |                   
|                                                                                                                                                                                                         |                    |                   
|Current Liabilities                                                                                                                                                                                      |                    |                   
|                                                                                                                                                                                                         |                    |                   
|Accounts payable and accrued liabilities                                                                                                                                                                 | 7,221              | 22,144            
|Due to related parties                                                                                                                                                                                   | -                  | 40,021            
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|                                                                                                                                                                                                         | 7,221              | 62,165            
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|Stockholders' Equity (Deficiency)                                                                                                                                                                        |                    |                   
|                                                                                                                                                                                                         |                    |                   
|Capital Stock (Notes 3 and 4)Authorized: 75,000,000 common shares,
      without par value25,000,000 preferred shares, without par value
      Issued: 6,058,256 common shares (2003 - 5,291,284
shares) | 4,279,498          | 4,029,498         
|                                                                                                                                                                                                         |                    |                   
|Deficit Accumulated During the Development Stage                                                                                                                                                         | (4,140,946)        | (4,091,349)       
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|Total Stockholders' Equity (Deficit)                                                                                                                                                                     | 138,552            | (61,851)          
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   
|Total Liabilities and Stockholders' Equity                                                                                                                                                               | 145,773            | 314               
|                                                                                                                                                                                                        
|                                                                                                                                                                                                         |                    |                   





Nature and Continuance of Operations (Note 1)

Contingency (Note 7)



Approved on behalf of the Board:



|"Richard Coglon" |  | "Randy Buchamer"
|---------------- |  | ----------------
|Director         |  | Director        



The accompanying notes are an integral part of these financial
statements







41

Bradner Ventures Ltd.(A Development Stage Company)Statements of
Operationsfor the years ended November 30, 2004, 2003 and 2002and for
the period June 22, 1983 (Date of Inception) to November 30, 2004(Expressed
in Canadian dollars)



|                                              |           | Accumulated fromJune 22, 1983(Date of
      Inception)to November 30, 2004$
|--------------------------------------------- | --------- | ---------------------------------------------------------------------------
|                                             
|Years ended November 30,                     
|2004$                                         | 2003$     | 2002$                                                                      
|                                              |           |                                                                            
|EXPENSES                                      |           |                                                                            
|Amortization                                  | -         | -                                                                          
|Bad debts                                     | -         | -                                                                          
|Bank charges and interest (recovery) - Note 3 | 280       | (2,077)                                                                    
|Consulting and secretarial                    | -         | -                                                                          
|Finders' fees                                 | -         | -                                                                          
|Management fees                               | -         | -                                                                          
|Mineral property expenses                     | -         | -                                                                          
|Office and miscellaneous - Note 3             | 4,224     | 3,493                                                                      
|Professional fees - Note 3                    | 31,801    | 17,509                                                                     
|Shareholder information                       | 3,024     | 2,622                                                                      
|Transfer agent and regulatory fees            | 10,245    | 6,277                                                                      
|Travel and promotion                          | -         | -                                                                          
|Write-down of mineral property                | -         | -                                                                          
|                                             
|                                              |           |                                                                            
|                                              | 49,574    | 27,824                                                                     
|                                             
|                                              |           |                                                                            
|OTHER ITEMS                                   |           |                                                                            
|Interest income                               | -         | -                                                                          
|Gain on settlement of debt                    | -         | -                                                                          
|Gain on option                                | -         | -                                                                          
|Foreign exchange (gain) loss                  | 23        | 16                                                                         
|Loss on sale of capital assets                | -         | -                                                                          
|Loss on sale of long-term investment          | -         | -                                                                          
|Write-down of advances to affiliate           | -         | -                                                                          
|Write-down of long-tem investment             | -         | -                                                                          
|                                             
|                                              |           |                                                                            
|                                              | 23        | 16                                                                         
|                                             
|                                              |           |                                                                            
|Net Loss for the Period                       | (49,597)  | (27,840)                                                                   
|                                             
|                                              |           |                                                                            
|                                              |           |                                                                            
|Net Loss Per Share - Basic and Diluted        | (0.02)    | (0.03)                                                                     
|                                             
|                                              |           |                                                                            
|                                              |           |                                                                            
|Weighted Average Shares Outstanding - Note 4  | 3,304,832 | 1,058,256                                                                  
|                                             
|                                              |           |                                                                            





The accompanying notes are an integral part of these financial
statements

42

Bradner Ventures Ltd.(A Development Stage Company)Statements of Cash
Flowsfor the years ended November 30, 2004, 2003 and 2002and for the
period June 22, 1983 (Date of Inception) to November 30, 2004(Expressed in
Canadian dollars)





|                                                                                  |           | Accumulated fromJune 22, 1983(Date of
      Inception)to November, 2004$
|--------------------------------------------------------------------------------- | --------- | ------------------------------------------------------------------------
|                                                                                 
|Years ended November 30,                                                         
|2004$                                                                             | 2003$     | 2002$                                                                   
|NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
      ACTIVITIES:           |           |                                                                         
|                                                                                  |           |                                                                         
|OPERATING                                                                         |           |                                                                         
|Net loss for the period                                                           | (49,597)  | (27,840)                                                                
|Adjustments to reconcile net loss to net cash used in operating
      activities: |           |                                                                         
|Amortization                                                                      | -         | -                                                                       
|Bad debts                                                                         | -         | -                                                                       
|Finders' fees                                                                     | -         | -                                                                       
|Gain on debt settlement                                                           | -         | -                                                                       
|Gain on option                                                                    | -         | -                                                                       
|Loss on sale of capital assets                                                    | -         | -                                                                       
|Loss on sale of investments                                                       | -         | -                                                                       
|Write-down of advances to affiliate                                               | -         | -                                                                       
|Write-down of mineral property                                                    | -         | -                                                                       
|Write-down of long-term investment                                                | -         | -                                                                       
|Decrease (increase) in taxes receivable                                           | (87)      | 164                                                                     
|Decrease in prepaid expenses                                                      | -         | 500                                                                     
|Increase (decrease) in accounts payable and accrued
      liabilities             | (14,923)  | 24,719                                                                  
|Decrease in due to related parties                                                | (40,021)  | -                                                                       
|                                                                                 
|                                                                                  |           |                                                                         
|Net cash used in operating activities                                             | (104,850) | (2,457)                                                                 
|                                                                                 
|                                                                                  |           |                                                                         
|FINANCING                                                                         |           |                                                                         
|Advances to affiliate                                                             | -         | -                                                                       
|Capital stock issued for cash                                                     | 250,000   | -                                                                       
|                                                                                 
|                                                                                  |           |                                                                         
|Net cash flows provided by financing activities                                   | 250,000   | -                                                                       
|                                                                                 
|                                                                                  |           |                                                                         
|INVESTING                                                                         |           |                                                                         
|Purchase of capital assets                                                        | -         | -                                                                       
|Expenditures on mineral properties                                                | -         | -                                                                       
|Proceeds from disposal of capital assets                                          | -         | -                                                                       
|Purchase of investments                                                           | -         | -                                                                       
|Advances to affiliate                                                             | -         | -                                                                       
|Proceeds on disposal of investments                                               | -         | -                                                                       
|                                                                                  |           |                                                                         
|Net cash flows used in investing activities                                       | -         | -                                                                       
|                                                                                 
|                                                                                  |           |                                                                         
|NET CASH INFLOW (OUTFLOW)                                                         | 145,150   | (2,457)                                                                 
|                                                                                  |           |                                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    | 222       | 2,679                                                                   
|                                                                                 
|                                                                                  |           |                                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          | 145,372   | 222                                                                     
|                                                                                 
|                                                                                  |           |                                                                         
|Supplemental Cash Flow Disclosure:                                                |           |                                                                         
|                                                                                  |           |                                                                         
|Cash paid for interest                                                            | -         | -                                                                       
|                                                                                  |           |                                                                         
|Cash paid for income taxes                                                        | -         | -                                                                       





The accompanying notes are an integral part of these financial
statements

43

Bradner Ventures Ltd.(A Development Stage Company)Statement of
Shareholders' Equity (Deficiency)From June 22, 1983 (Date of Inception) to
November 30, 2004(Expressed in Canadian dollars)



|                                                                           |          |  |          |  |                                                      |  |          
|-------------------------------------------------------------------------- | -------- |  | -------- |  | ---------------------------------------------------- |  | ---------
|                                                                           | Shares   |  | Amount   |  | Deficit Accumulated During the Development
    Stage |  | Total    
|                                                                           | #        |  | $        |  | $                                                    |  | $        
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - June 22, 1983 (Date of Inception)                                | -        |  | -        |  | -                                                    |  | -        
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the period                                                    | -        |  | -        |  | -                                                    |  | -        
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1983                                                | -        |  | -        |  | -                                                    |  | -        
|                                                                           |          |  |          |  |                                                      |  |          
|Shares issued for cash:                                                    |          |  |          |  |                                                      |  |          
|- at $0.07 per share                                                       | 107,143  |  | 7,500    |  | -                                                    |  | 7,500    
|- at $1.05 per share                                                       | 31,429   |  | 33,000   |  | -                                                    |  | 33,000   
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | -                                                    |  | -        
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1984                                                | 138,572  |  | 40,500   |  | -                                                    |  | 40,500   
|                                                                           |          |  |          |  |                                                      |  |          
|Shares issued for cash at $2.835 per share                                 | 71,429   |  | 202,500  |  | -                                                    |  | 202,500  
|                                                                           |          |  |          |  |                                                      |  |          
|Shares allotted for cash at $2.10 per share                                | 35,714   |  | 75,000   |  | -                                                    |  | 75,000   
|                                                                           |          |  |          |  |                                                      |  |          
|Shares issued for acquisition of mineral property at $1.05 per
      share | 3,571    |  | 3,750    |  | -                                                    |  | 3,750    
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | (60,415)                                             |  | (60,415) 
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1985                                                | 249,286  |  | 321,750  |  | (60,415)                                             |  | 261,335  
|                                                                           |          |  |          |  |                                                      |  |          
|Share subscriptions refunded at $2.10 per share                            | (13,852) |  | (29,090) |  | -                                                    |  | (29,090) 
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | -                                                    |  | -        
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1986                                                | 235,434  |  | 292,660  |  | (60,415)                                             |  | 232,245  
|                                                                           |          |  |          |  |                                                      |  |          
|Shares issued for cash at $3.15 per share                                  | 12,143   |  | 38,250   |  | -                                                    |  | 38,250   
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | (146,697)                                            |  | (146,697)
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1987                                                | 247,577  |  | 330,910  |  | (207,112)                                            |  | 123,798  
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | (140,613)                                            |  | (140,613)
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1988                                                | 247,577  |  | 330,910  |  | (347,725)                                            |  | (16,815) 
|                                                                           |          |  |          |  |                                                      |  |          
|Shares issued for settlement of debt at $3.78 per share                    | 6,429    |  | 24,300   |  | -                                                    |  | 24,300   
|                                                                           |          |  |          |  |                                                      |  |          
|Private placement at $2.10 per share                                       | 21,429   |  | 45,000   |  | -                                                    |  | 45,000   
|                                                                           |          |  |          |  |                                                      |  |          
|Exercise of options at $3.15 per share                                     | 1,714    |  | 5,400    |  | -                                                    |  | 5,400    
|                                                                           |          |  |          |  |                                                      |  |          
|Net loss for the year                                                      | -        |  | -        |  | (17,337)                                             |  | (17,337) 
|                                                                          
|                                                                           |          |  |          |  |                                                      |  |          
|Balance - November 30, 1989                                                | 277,149  |  | 405,610  |  | (365,062)                                            |  | 40,548   
|                                                                          





The accompanying notes are an integral part of these financial
statements

44

Bradner Ventures Ltd.(A Development Stage Company)Statement of
Shareholders' Equity (Deficiency)From June 22, 1983 (Date of Inception) to
November 30, 2004(Expressed in Canadian dollars)

|                                                                            |         |  |           |  |                                                      |  |          
|--------------------------------------------------------------------------- | ------- |  | --------- |  | ---------------------------------------------------- |  | ---------
|                                                                            | Shares  |  | Amount    |  | Deficit Accumulated During the Development
    Stage |  | Total    
|                                                                            | #       |  | $         |  | $                                                    |  | $        
|                                                                            |         |  |           |  |                                                      |  |          
|Balance - November 30, 1989                                                 | 277,149 |  | 405,610   |  | (365,062)                                            |  | 40,548   
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for acquisition of mineral property at $14.00 per
      share | 3,571   |  | 50,000    |  | -                                                    |  | 50,000   
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for finder's fee:                                             |         |  |           |  |                                                      |  |          
|- at $3.50 per share                                                        | 7,143   |  | 25,000    |  | -                                                    |  | 25,000   
|- at $14.00 per share                                                       | 2,857   |  | 40,000    |  | -                                                    |  | 40,000   
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for exercise of options:                                      |         |  |           |  |                                                      |  |          
|- at $2.45 per share                                                        | 14,286  |  | 35,000    |  | -                                                    |  | 35,000   
|- at $3.50 per share                                                        | 714     |  | 2,500     |  | -                                                    |  | 2,500    
|- at $4.90 per share                                                        | 7,143   |  | 35,000    |  | -                                                    |  | 35,000   
|- at $5.25 per share                                                        | 13,429  |  | 70,500    |  | -                                                    |  | 70,500   
|- at $7.77 per share                                                        | 1,429   |  | 11,100    |  | -                                                    |  | 11,100   
|                                                                            |         |  |           |  |                                                      |  |          
|Net loss for the year                                                       | -       |  | -         |  | (118,112)                                            |  | (118,112)
|                                                                           
|                                                                            |         |  |           |  |                                                      |  |          
|Balance - November 30, 1990                                                 | 327,721 |  | 674,710   |  | (483,174)                                            |  | 191,536  
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for acquisition of mineral property:                          |         |  |           |  |                                                      |  |          
|- at $12.60 per share                                                       | 14,286  |  | 180,000   |  | -                                                    |  | 180,000  
|- at $19.39 per share                                                       | 4,403   |  | 85,366    |  | -                                                    |  | 85,366   
|                                                                            |         |  |           |  |                                                      |  |          
|Private placement at $10.92                                                 | 3,286   |  | 35,880    |  | -                                                    |  | 35,880   
|                                                                            |         |  |           |  |                                                      |  |          
|Exercise of warrants at $2.80 per share                                     | 7,143   |  | 20,000    |  | -                                                    |  | 20,000   
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for exercise of options:                                      |         |  |           |  |                                                      |  |          
|- at $4.90 per share                                                        | 2,857   |  | 14,000    |  | -                                                    |  | 14,000   
|- at $5.25 per share                                                        | 4,286   |  | 22,500    |  | -                                                    |  | 22,500   
|- at $10.85 per share                                                       | 8,457   |  | 91,760    |  | -                                                    |  | 91,760   
|- at $13.37 per share                                                       | 5,857   |  | 78,310    |  | -                                                    |  | 78,310   
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for finder's fee:                                             |         |  |           |  |                                                      |  |          
|- at $10.50 per share                                                       | 3,571   |  | 37,500    |  | -                                                    |  | 37,500   
|- at $11.76 per share                                                       | 1,362   |  | 16,017    |  | -                                                    |  | 16,017   
|- at $19.39 per share                                                       | 545     |  | 10,565    |  | -                                                    |  | 10,565   
|                                                                            |         |  |           |  |                                                      |  |          
|Net loss for the year                                                       | -       |  | -         |  | 445,784                                              |  | 445,784  
|                                                                           
|                                                                            |         |  |           |  |                                                      |  |          
|Balance - November 30, 1991                                                 | 383,774 |  | 1,266,608 |  | (37,390)                                             |  | 1,229,218
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for exercise of options:                                      |         |  |           |  |                                                      |  |          
|- at $10.85 per share                                                       | 2,971   |  | 32,240    |  | -                                                    |  | 32,240   
|- at $13.37 per share                                                       | 671     |  | 8,977     |  | -                                                    |  | 8,977    
|                                                                            |         |  |           |  |                                                      |  |          
|Shares issued for finder's fees at $10.50 per share                         | 3,571   |  | 37,500    |  | -                                                    |  | 37,500   
|                                                                            |         |  |           |  |                                                      |  |          
|Net loss for the year                                                       | -       |  | -         |  | (788,460)                                            |  | (788,460)
|                                                                           
|                                                                            |         |  |           |  |                                                      |  |          
|Balance - November 30, 1992                                                 | 390,987 |  | 1,345,325 |  | (825,850)                                            |  | 519,475  
|                                                                           





The accompanying notes are an integral part of these financial
statements

45

Bradner Ventures Ltd.(A Development Stage Company)Statement of
Shareholders' Equity (Deficiency)From June 22, 1983 (Date of Inception) to
November 30, 2004(Expressed in Canadian dollars)



|                                                                           |         |  |           |  |                                                      |  |           | 
|-------------------------------------------------------------------------- | ------- |  | --------- |  | ---------------------------------------------------- |  | --------- | 
|                                                                           | Shares  |  | Amount    |  | Deficit Accumulated During the Development
    Stage |  | Total    
|                                                                           | #       |  | $         |  | $                                                    |  | $        
|                                                                           |         |  |           |  |                                                      |  |          
|Balance - November 30, 1992                                                | 390,987 |  | 1,345,325 |  | (825,850)                                            |  | 519,475  
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for acquisition of mineral property:                         |         |  |           |  |                                                      |  |          
|- at $2.80 per share                                                       | 3,571   |  | 10,000    |  | -                                                    |  | 10,000   
|- at $3.50 per share                                                       | 7,143   |  | 25,000    |  | -                                                    |  | 25,000   
|- at $4.20 per share                                                       | 3,571   |  | 15,000    |  | -                                                    |  | 15,000   
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for finder's fee at $10.50 per share                         | 6,357   |  | 13,350    |  | -                                                    |  | 13,350   
|                                                                           |         |  |           |  |                                                      |  |          
|Private placement at $2.10 per share                                       | 71,429  |  | 150,000   |  | -                                                    |  | 150,000  
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issue for settlement of debt at $2.17 per share                     | 36,481  |  | 79,166    |  | -                                                    |  | 79,166   
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for exercise of options:                                     |         |  |           |  |                                                      |  |          
|- at $2.24 per share                                                       | 35,478  |  | 79,470    |  | -                                                    |  | 79,470   
|- at $4.34 per share                                                       | 22,097  |  | 95,901    |  | -                                                    |  | 95,901   
|                                                                           |         |  |           |  |                                                      |  |          
|Net loss for the year                                                      | -       |  | -         |  | (754,698)                                            |  | (754,698)
|                                                                          
|                                                                           |         |  |           |  |                                                      |  |          
|Balance - November 30, 1993                                                | 577,114 |  | 1,813,212 |  | (1,580,548)                                          |  | 232,664  
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for settlement of debt at $1.82 per share                    | 61,842  |  | 112,553   |  | -                                                    |  | 112,553  
|                                                                           |         |  |           |  |                                                      |  |          
|Exercise of options at $2.03 per share                                     | 2,857   |  | 5,800     |  | -                                                    |  | 5,800    
|                                                                           |         |  |           |  |                                                      |  |          
|Exercise of warrants at $2.10 per share                                    | 4,143   |  | 8,700     |  | -                                                    |  | 8,700    
|                                                                           |         |  |           |  |                                                      |  |          
|Net loss for the year                                                      | -       |  | -         |  | (201,255)                                            |  | (201,255)
|                                                                          
|                                                                           |         |  |           |  |                                                      |  |          
|Balance - November 30, 1994                                                | 645,956 |  | 1,940,265 |  | (1,781,803)                                          |  | 158,462  
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for exercise of options:                                     |         |  |           |  |                                                      |  |          
|- at $1.68 per share                                                       | 43,176  |  | 72,536    |  | -                                                    |  | 72,536   
|- at $2.03 per share                                                       | 16,249  |  | 32,986    |  | -                                                    |  | 32,986   
|- at $2.17 per share                                                       | 4,700   |  | 10,199    |  | -                                                    |  | 10,199   
|- at $2.31 per share                                                       | 7,857   |  | 18,150    |  | -                                                    |  | 18,150   
|- at $2.94 per share                                                       | 31,308  |  | 92,046    |  | -                                                    |  | 92,046   
|- at $3.50 per share                                                       | 14,714  |  | 51,500    |  | -                                                    |  | 51,500   
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for exercise of warrants:                                    |         |  |           |  |                                                      |  |          
|- at $1.96 per share                                                       | 42,857  |  | 84,000    |  | -                                                    |  | 84,000   
|- at $2.45 per share                                                       | 73,643  |  | 180,425   |  | -                                                    |  | 180,425  
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for private placements:                                      |         |  |           |  |                                                      |  |          
|- at $1.96 per share                                                       | 42,857  |  | 84,000    |  | -                                                    |  | 84,000   
|- at $3.15 per share                                                       | 14,286  |  | 45,000    |  | -                                                    |  | 45,000   
|                                                                           |         |  |           |  |                                                      |  |          
|Shares issued for acquisition of mineral property at $3.15 per
      share | 7,143   |  | 22,500    |  | -                                                    |  | 22,500   
|                                                                           |         |  |           |  |                                                      |  |          
|Net loss for the year                                                      | -       |  | -         |  | (304,564)                                            |  | (304,564)
|                                                                          
|Balance - November 30, 1995                                                | 944,746 |  | 2,633,607 |  | (2,086,367)                                          |  | 547,240  
|                                                                          





The accompanying notes are an integral part of these financial
statements

46

Bradner Ventures Ltd.(A Development Stage Company)Statement of
Shareholders' Equity (Deficiency)From June 22, 1983 (Date of Inception) to
November 30, 2004(Expressed in Canadian dollars)



|                                                                           |           |  |           |  |                                                     
|-------------------------------------------------------------------------- | --------- |  | --------- |  | ----------------------------------------------------
|                                                                           | Shares    |  | Amount    |  | Deficit Accumulated During the Development
    Stage
|                                                                           | #         |  | $         |  | $                                                   
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 1995                                                | 944,746   |  | 2,633,607 |  | (2,086,367)                                         
|Shares issued for acquisition of mineral property at $4.20 per
      share | 2,857     |  | 12,000    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Exercise of warrants at $3.15 per share                                    | 14,286    |  | 45,000    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Private placement at $2.10 per share                                       | 21,429    |  | 52,500    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Shares issued for exercise of options:                                     |           |  |           |  |                                                     
|- at $3.50 per share                                                       | 23,714    |  | 82,998    |  | -                                                   
|- at $3.71 per share                                                       | 3,571     |  | 13,250    |  | -                                                   
|- at $4.13 per share                                                       | 14,286    |  | 59,000    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Net loss for the year                                                      | -         |  | -         |  | (102,055)                                           
|                                                                          
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 1996                                                | 1,024,889 |  | 2,898,355 |  | (2,188,422)                                         
|                                                                           |           |  |           |  |                                                     
|Shares issued for acquisition of mineral property at $1.75 per
      share | 3,571     |  | 6,250     |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Shares issued for exercise of options:                                     |           |  |           |  |                                                     
|- at $1.82 per share                                                       | 37,857    |  | 68,900    |  | -                                                   
|- at $2.10 per share                                                       | 7,143     |  | 15,000    |  | -                                                   
|- at $2.71 per share                                                       | 21,429    |  | 46,500    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Net loss for the year                                                      | -         |  | -         |  | (150,318)                                           
|                                                                          
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 1997                                                | 1,094,889 |  | 3,035,005 |  | (2,338,740)                                         
|                                                                           |           |  |           |  |                                                     
|Shares issued for cash at $1.05 per share                                  | 15,714    |  | 16,500    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Shares issued for settlement of debt at $1.05 per share                    | 50,613    |  | 53,144    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Share issuance costs                                                       | -         |  | (2,452)   |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Net loss for the year                                                      | -         |  | -         |  | (512,408)                                           
|                                                                          
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 1998                                                | 1,161,216 |  | 3,102,197 |  | (2,851,148)                                         
|                                                                           |           |  |           |  |                                                     
|Shares issued for settlement of debt at $0.15 per share                    | 58,335    |  | 61,252    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Net loss for the year                                                      | -         |  | -         |  | (369,731)                                           
|                                                                          
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 1999                                                | 1,219,551 |  | 3,163,449 |  | (3,220,879)                                         
|                                                                           |           |  |           |  |                                                     
|Shares issued for settlement of debt at $0.15 per share                    | 617,207   |  | 92,581    |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Private placement at $0.19 per share                                       | 1,700,000 |  | 323,000   |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Share issuance costs                                                       | -         |  | (1,498)   |  | -                                                   
|                                                                           |           |  |           |  |                                                     
|Net loss for the year                                                      | -         |  | -         |  | (91,248)                                            
|                                                                          
|                                                                           |           |  |           |  |                                                     
|Balance - November 30, 2000                                                | 3,536,758 |  | 3,577,532 |  | (3,312,127)                                         
|                                                                          





The accompanying notes are an integral part of these financial
statements

47

Bradner Ventures Ltd.(A Development Stage Company)Statement of
Shareholders' Equity (Deficiency)From June 22, 1983 (Date of Inception) to
November 30, 2004(Expressed in Canadian dollars)



|                                          |             |  |           |  |                                                     
|----------------------------------------- | ----------- |  | --------- |  | ----------------------------------------------------
|                                          | Shares      |  | Amount    |  | Deficit Accumulated During the Development
    Stage
|                                          | #           |  | $         |  | $                                                   
|                                          |             |  |           |  |                                                     
|Balance - November 30, 2000               | 3,536,758   |  | 3,577,532 |  | (3,312,127)                                         
|                                          |             |  |           |  |                                                     
|Shares issued for cash at $0.32 per share | 125,000     |  | 40,000    |  | -                                                   
|                                          |             |  |           |  |                                                     
|Exercise of warrants at $0.25 per share   | 779,789     |  | 194,947   |  | -                                                   
|                                          |             |  |           |  |                                                     
|Net loss for the year                     | -           |  | -         |  | (489,432)                                           
|                                         
|                                          |             |  |           |  |                                                     
|Balance - November 30, 2001               | 4,441,547   |  | 3,812,479 |  | (3,801,559)                                         
|                                          |             |  |           |  |                                                     
|Shares issued for cash at $0.32 per share | 125,000     |  | 39,435    |  | -                                                   
|                                          |             |  |           |  |                                                     
|Exercise of options at $0.21 per share    | 90,000      |  | 18,900    |  | -                                                   
|                                          |             |  |           |  |                                                     
|Exercise of warrants at $0.25 per share   | 634,737     |  | 158,684   |  | -                                                   
|                                          |             |  |           |  |                                                     
|Net loss for the year                     | -           |  | -         |  | (261,950)                                           
|                                         
|                                          |             |  |           |  |                                                     
|Balance - November 30, 2002               | 5,291,284   |  | 4,029,498 |  | (4,063,509)                                         
|                                          |             |  |           |  |                                                     
|Net loss for the year                     | -           |  | -         |  | (27,840)                                            
|                                         
|                                          |             |  |           |  |                                                     
|Balance - November 30, 2003               | 5,291,284   |  | 4,029,498 |  | (4,091,349)                                         
|                                          |             |  |           |  |                                                     
|Five-for-one reverse stock split          | (4,233,028) |  | -         |  | -                                                   
|                                          |             |  |           |  |                                                     
|Shares issued for cash at $0.05 per share | 5,000,000   |  | 250,000   |  | -                                                   
|                                          |             |  |           |  |                                                     
|Net loss for the year                     | -           |  | -         |  | (49,597)                                            
|                                         
|                                          |             |  |           |  |                                                     
|Balance - November 30, 2004               | 6,058,256   |  | 4,279,498 |  | (4,140,946)                                         
|                                         





48

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on June 22, 1983 and is currently
in the business of seeking and identifying suitable business opportunities or
business combinations. 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 statement of operations and cash flows
include a total of all expenditures and other income and expenses since
inception, June 22, 1983 to November 30, 2004.

These financial statements have been prepared in accordance
with generally accepted accounting principles in Canada on the assumption that
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business. The Company has not yet achieved profitable
operations and has accumulated losses of $4,140,946 since inception, which
raises substantial doubt about the Company's ability to continue as a going
concern. These financial statements do not include any adjustments to the
amounts and classifications of assets and liabilities that might be necessary
should the Company be unable to continue as a going concern.

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 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.

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") in Canada and are stated
in Canadian dollars. Excepted as disclosed in Note 8, these financial statements
conform in all material respects with GAAP in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
Actual results may differ from these estimates. The financial statements have,
in management's opinion, been properly prepared within the framework of the
significant accounting policies summarized below:

Cash and Cash Equivalents

The Company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash equivalents.
At November 30, 2004 and 2003, cash consisted of cash held at banks.

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

Income taxes are accounted for under the asset and liability
method. Under this method, current income taxes are recognized for the estimated
income taxes payable for the current period. Future income tax assets and
liabilities are recognized for temporary differences between the tax and
accounting basis of assets and liabilities as well as for the benefit of losses
available to be carried forward to future years for tax purposes only if it is
more likely than not that they can be realized.



49



Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Stock - Based Compensation

Effective January 1, 2002, the Company accounted for all
stock-based payments to non-employees, and employee awards that were direct
awards of stock, called for settlement in cash or other assets, or were stock
appreciation rights that called for settlement by the issuance of equity
instruments, using the fair value based method. No compensation cost was
recorded for all other stock-based employee compensation awards. Consideration
paid by employees on the exercise of stock options was credited to share
capital. The Company presented in the notes to the financial statements the pro
forma effect of accounting for these awards under the fair value based
method.

Under the fair value based method, stock-based payments to
non-employees were measured at the fair value of the equity instruments issued,
or liabilities incurred. The fair value of stock-based payments to non-employees
is recognized over the vesting period and in the same manner as if the Company
had paid cash instead of paying with or using equity instruments. The cost of
stock-based payments to non-employees that are fully vested and non-forfeitable
at the grant date is measured and recognized at that date.

Under the fair value based method, compensation cost
attributable to awards to employees that are direct awards of stock appreciation
rights that call for settlement by the issuance of equity instruments, is
measured at fair value at the grant date and recognized over the vesting period.
Compensation cost attributable to awards to employees that call for settlement
in cash or other assets is measured at intrinsic value and recognized over the
vesting period. Changes in intrinsic value between the grant date and the
measurement date result in a change in the measure of compensation cost. For
awards that vest at the end of the vesting period, compensation cost is
recognized on a straight-line basis; for awards that vest on a graded basis,
compensation cost is recognized on a pro-rata basis over the vesting period.

Effective for fiscal years beginning on or after January 1,
2002, public companies were required to adopt the recommendation of the Canadian
Institute of Chartered Accountants regarding accounting for Canadian Stock-based
Compensation. That recommendation required that all stock-based payments to
non-employees and direct awards of stock to employees be accounted for using a
fair value based method of accounting. However, the standard permitted the
Company to continue its policy of not recording compensation cost on the grant
of stock options to employees with the addition of pro forma information.
Effective for the years beginning on or after January 1, 2004, pro forma
disclosure only will no longer be permitted and the fair value of all stock
options granted must be accounted for. The Company had voluntarily adopted this
new policy for its year ended November 30, 2004 This application was applied
prospectively.

There has been no effect on the financial statements as a
result of this change in accounting policy as the Company has not granted any
share purchase options subsequent to January 1, 2002.

Basic and Diluted Net Loss Per Share

Basic loss per share is computed by dividing net loss for the
year by the weighted average number of common shares outstanding during the
year. Diluted loss per share reflects the potential dilution that could occur if
potentially dilutive securities were exercised or converted to common stock. The
treasury stock method and the effect of convertible securities by the
"if-converted" method. Fully diluted amounts are not presented when the effect
of the computations are anti-dilutive due the losses incurred. Accordingly,
there is no difference in the amounts presented for basic and diluted loss per
share.

50

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

Financial Instruments

The carrying value of the Company's financial instruments,
consisting of cash, accounts payable and accrued liabilities, and due to related
parties approximate their fair values due to the short-term maturity of such
instruments. Unless otherwise noted, it is management's opinion that the Company
is not exposed to significant interest, currency or credit risks arising from
these financial instruments.

51

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

3. 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) The Company incurred $3,000 (2003 - $Nil; 2002 - $Nil) for
office rent to a company with a common director, which is included in office and
miscellaneous expenses.

b) The Company incurred $Nil (2003 - $3,000; 2002 - $6,000) for
office rent to a company of which a former director of the Company is the
president, which is included in office and miscellaneous expenses.

c) The Company incurred $nil (2003 - $4,778; 2002 - $14,078) in
administration and accounting fees to a company of which a director of the
Company is president, which is included in office and miscellaneous expenses and
professional fees.

d) The amounts due to related parties of $40,021 at November
30, 2003 were due to a director of the Company and to a company of which a
former director of the Company is president. These amounts were non-interest
bearing, unsecured and had no specific terms of repayment.

e) During the year ended November 30, 2003, a company of which
a former director of the Company is president, forgave interest of $2,422
expensed in previous years by the Company and which was included in accounts
payable. This amount was recorded as a recovery of interest expense in the prior
year.

f) During the year ended November 30, 2004, the Company issued
2,400,000 units, consisting of one share of common stock and one share purchase
warrant, to the President of the Company pursuant to a private placement.

These transactions are in the normal course of operations and
are measured at the exchange amount.

4. CAPITAL STOCK - Note 3

The following capital stock transactions occurred during the
year ended November 30, 2004, 2003 and 2002:

a) The Company declared a five-for-one reverse stock split,
pursuant to a directors' resolution dated March 16, 2004. The weighted average
number of shares outstanding has been retroactively adjusted for purposes of
calculating basic and fully diluted loss per share.

b) On June 19, 2004, the Company completed a private placement
offering consisting of 5,000,000 units at a price of $0.05 per unit to net the
Company proceeds of $250,000. Each unit consisted of one common share and one
share purchase warrant. Each warrant is exercisable on or before June 18, 2007
into one common share at a price of $0.10 per share.

c) Issued 125,000 common shares at a price of $0.32 per share
for total proceeds of $39,435 in respect of a private placement on December 18,
2001.

d) issued 90,000 common shares at a price of $0.21 per share
for total proceeds of $18,900 in respect of the exercise of options on January
30, 2002.

e) Issued a total of 634,737 common shares at a price of $0.25
per share for total proceeds of $158,684 in respect of the exercise of warrants
on various dates for the year ended November 30, 2002.

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.

52

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

4. CAPITAL STOCK (continued)

Stock-Based Compensation

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 unissued common stock. Options currently expire no
later than 10 years form 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 following is a summary of the activity of the stock option
plan during the fiscal years ending 2004, 2003 and 2002:



|                           | November 30, 2004 |                                | November 30, 2003 |        | November 30, 2002             
|-------------------------- | ----------------- | ------------------------------ | ----------------- | ------ | ------------------------------
|                          
|                           | Number            | Weighted Average ExercisePrice |                   | Number | Weighted Average ExercisePrice
|                          
|                           |                   |                                |                   |        |                               
|Balance, beginning of year | 50,000            | $ 0.23                         |                   | 50,000 | $ 0.23                        
|Granted                    | -                 | -                              |                   | -      | -                             
|Exercised                  | -                 | -                              |                   | -      | -                             
|Forfeited / Cancelled      | (50,000)          | $ 0.23                         |                   | -      | -                             
|                          
|                           |                   |                                |                   |        |                               
|Balance, end of year       | -                 | -                              |                   | 50,000 | $ 0.23                        
|                          



Warrants

During the year ended November 30, 2004, 125,000 warrants
exercisable at US $0.25 per share expired unexercised.

During the year ended November 30, 2004 the Company issued
5,000,000 warrants pursuant to a private placement. Each warrant is exercisable on
or before June 18, 2007 into one common share at a price of $0.10 per
share.

5. INCOME TAXES

As at November 30, 2004, the Company has accumulated Canadian
exploration and development costs totaling $916,000, non-capital losses totaling
$520,000, and capital losses totaling $734,000, which may be carried forward to
apply against future years income for Canadian income tax purposes, subject to
final determination by taxation authorities. The potential benefit of
non-capital losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.

A reconciliation of income taxes at statutory tax rates with
reported taxes are as indicated below:



|                                                                                                  |  | 2004$    |  | 2003$    |  | 2002$   
|------------------------------------------------------------------------------------------------- |  | -------- |  | -------- |  | --------
|                                                                                                  |  |          |  |          |  |         
|Losses before income taxes                                                                        |  | 49,597   |  | 27,840   |  | 261,950 
|                                                                                                 
|                                                                                                  |  |          |  |          |  |         
|Expected income tax recovery at statutory tax rates of 37.62% (2003 -
      37.62%; 2002 - 42.6%) |  | 18,658   |  | 10,473   |  | 111,591 
|                                                                                                  |  |          |  |          |  |         
|Unrecognized benefit of non-capital losses                                                        |  | (18,658) |  | (10,473) |  | (70,417)
|                                                                                                  |  |          |  |          |  |         
|Unrecognized benefit of capital losses                                                            |  | -        |  | -        |  | (41,174)
|                                                                                                 
|                                                                                                  |  |          |  |          |  |         
|                                                                                                  |  | -        |  | -        |  | -       
|                                                                                                 



53

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

5. INCOME TAXES (continued)

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.

Details of future tax assets are as follows:



|                               |  | 2004$     |  | 2003$     |  | 2002$    
|------------------------------ |  | --------- |  | --------- |  | ---------
|                               |  |           |  |           |  |          
|Future tax assets:             |  |           |  |           |  |          
|                               |  |           |  |           |  |          
|Non-capital loss carryforwards |  | 195,804   |  | 233,200   |  | 371,780  
|                               |  |           |  |           |  |          
|Exploration expenses           |  | 344,519   |  | 344,519   |  | 390,125  
|                               |  |           |  |           |  |          
|Capital loss carryforwards     |  | 138,013   |  | 138,013   |  | 124,457  
|                              
|                               |  |           |  |           |  |          
|                               |  | 678,336   |  | 715,732   |  | 886,362  
|                               |  |           |  |           |  |          
|Valuation allowance            |  | (678,336) |  | (715,732) |  | (886,362)
|                              
|                               |  |           |  |           |  |          
|                               |  | -         |  | -         |  | -        
|                              



6. SEGMENTED INFORMATION

The Company primarily operates in one reportable operating
segment, being the seeking and identification of suitable business opportunities
or business combinations in Canada.

7. CONTINGENCY

Pursuant to a decision of the United States Department of the
Interior/Bureau of Land Management ("BLM"), the Company was advised that a
Notice of Record of Non-compliance, relating to land reclamation, was issued
against the Company. The Company was to respond to the Notice and its
requirements, which included a US $12,078 (CAD $14,325) purchase of an interim
bond and a reclamation plan, by January 6, 2000, at which time the BLM was to be
in a position to pursue a court order through the Federal Court system.

To date, no action has been commenced by the BLM and a
reclamation plan has not been submitted. The potential cost of the reclamation
work cannot be accurately estimated by the Company because it has not obtained
an assessment estimating the costs and scope of work required for the necessary
reclamation work. However, the potential liability could exceed the amount of
the interim bond of US $12,078 (CAD $14,325). No estimate can be made for the
potential liability arising from the reclamation plan because of this reason.
Therefore, the outcome of settlement, if any, cannot be determined, and
accordingly, no amount of settlement has been accrued on these financial
statements. Any amount will be recorded in the year of settlement.

54

Bradner Ventures Ltd.(A Development Stage Company)Notes to the
Financial StatementsNovember 30, 2004, 2003 and 2002(Expressed in
Canadian dollars)

8. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These financial statements have been prepared in accordance
with generally accepted accounting principles in Canada ("Canadian GAAP").
Material variations in the accounting principles, practices and methods used in
preparing these financial statements from principles, practices and methods
accepted in the United States ("United States GAAP") and in SEC Regulation S-X
are described and quantified below.

a) Stock-based Compensation

Under United States GAAP, Statements of Financial Accounting
Standards No. 123, "Accounting for Stock-based Compensation" ("SFAS 123")
requires expanded disclosure of stock-based compensation arrangements with
employees and encourages, but does not require, the recognition of compensation
expense related to stock compensation based on the fair value of the equity
instrument granted. Companies that do not adopt the fair value recognition
provisions of SFAS 123 and continue to follow the existing Accounting Principles
Board Opinion No. 25 ("APB 25") rules to recognize and measure compensation are
required to disclose the pro-forma amounts of net income and earnings per share
that would have been reported had the Company elected to follow the fair value
recognition rules of SFAS 123. Prior to the November 30, 2004 fiscal year, the
Company had elected to continue to use the intrinsic value-based method of APB
25 and has adopted the disclosure requirements of SFAS 123.

As stated in Note 2, for the year ended November 30, 2004, the
Company has voluntarily adopted the policy to account for all stock options
using the fair value method in accordance with SFAS 123 and include in
operations the fair value of all stock-based compensation using the transitional
provisions of SFAS No. 148.

For the years ended November 30, 2004 and 2003, the application
of Canadian GAAP conforms with United States GAAP requirements for reporting
stock-based compensation under APB 25 adopting the disclosure requirements of
SFAS 123 for November 30, 2003 and as a change in accounting policy applied on a
prospective basis with no retroactive restatement of prior years for November
30, 2004.

b) New Accounting Standards

Management does not believe that any recently issued, but not
yet effective accounting standard if currently adopted could have a material
effect on the accompanying financial statements.

There are no material differences between Canadian GAAP and
United States GAAP on the balance sheets and statements of operations and cash
flows presented.

55

ITEM 19 Exhibits

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

1. 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.

12.2 Section 302 Certification under Sarbanes-Oxley Act of 2002 for Randy
Buchamer.

13. 906 Certification

13.1 Section 906 Certification under Sarbanes-Oxley Act of 2002 for Richard
Coglon.

13.2 Section 906 Certification under Sarbanes-Oxley Act of 2002 for Randy
Buchamer.

56

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.Per: /s/ Richard L.
CoglonRichard L. CoglonPresident and Secretary

Dated : June 14, 2005