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

                              FORM 10-KSB

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

    For the fiscal year ended          November 30, 2003
                                      -------------------

                                 or

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

    For the transaction period from               to

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

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

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

400 Burrard Street, Suite 1400
Vancouver BC, Canada                                 V6C 3G2
-------------------------------------             -------------
(Address of principal executive offices)           (Zip  Code)

Issuer's telephone number,
including area  code                              604-643-1745
-----------------------                           -------------

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

Title of each share                    Name of each exchange on which registered

    None                                         None
 ----------                                   ----------

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

                             Common Stock
                             ------------
                           (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for a shorter  period that the  registrant  was required to file such

<PAGE>

reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                      Yes  [X]     No  [  ]

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

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

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

                      $939,254 as at March 31, 2004

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

       9,837,014 shares of common stock as at March 31, 2004
       -----------------------------------------------------






                                       2


<PAGE>







                         TABLE OF CONTENTS
                         -----------------

                                                                          Page
                                                                          ----
PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS............................................. 4

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

ITEM 3.  LEGAL PROCEEDINGS................................................... 10

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS................. 10

PART II
-------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............ 10

ITME 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........... 11

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................... F-F11

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE.............................. 12

ITEM 8A. CONTROLS AND PROCEDURES............................................. 12

PART III
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTOERS AND CONTROL PERSONS....... 13

ITEM 10. EXECUTIVE COMPENSATION.............................................. 15

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL
         OWNERS AND MANAGEMENT............................................... 16

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................... 17

ITEM 13. EXHIBITS AND REPORTS................................................ 18

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................. 18

         SIGNATURES.......................................................... 19



                                       3

<PAGE>




                                 PART 1
                                 ------

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

Brookmount  Explorations,  Inc.  (the  "Company"),  a  Nevada  Corporation,  was
incorporated on December 9, 1999. Since  inception,  the Company has not been in
bankruptcy,  receivership  or similar  proceedings.  It has not had any material
reclassification,  merger,  consolidation,  purchase  or sale  of a  significant
amount of assets not in the  ordinary  course of  business.  The  Company has no
subsidiaries and no affiliated  companies.  The Company's  executive offices are
located at 400 Burrard Street,  Suite 1400,  Vancouver,  B.C.,  Canada,  V6C 3G2
(Telephone: 604-643-1745).

The Company's  Articles of Incorporation  currently  provide that the Company is
authorized to issue  200,000,000  shares of common  stock,  par value $0.001 per
share. As at November 30, 2003 there were 9,708,900 shares outstanding.

The Company  intends to commence  business  operations as a mineral  exploration
stage  company and intends to apply to have its common  stock  quoted on the OTC
Bulletin  Board.  To date, it has not made an  application  to file the required
forms with the NASD.  Management  cannot guarantee that the Company will ever be
quoted on the OTC Bulletin Board.

The Company plans to become engaged in the  exploration,  and if warranted,  the
development of mineral  properties.  Currently,  the Company owns an interest in
five mineral claims located in Quebec which are known as the Brookmount  claims.
In addition, the Company has entered into an agreement whereby it may acquire an
interest in six mineral concessions located in Peru which are collectively known
as the Mercedes property.

Brookmount Claims

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

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

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

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

                                       4
<PAGE>

Mercedes Property

The Company has also entered into an agreement with its president, Peter Flueck,
whereby  the  Company  has agreed to  purchase a 100%  interest  in six  mineral
concessions  comprising a total of 2,550 hectares located in Ahuigrande  Parish,
Comas District,  Concepcion  Province of the Department of Junin, Peru. Pursuant
to the agreement,  the Company must issue  5,000,000  shares of common stock and
pay  $20,000 to Peter  Flueck and his  assignees.  As of the date of this annual
report, this agreement has not closed.

Employees

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

Available Information

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

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

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

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

RISK FACTORS

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

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

Our sole mineral  property  assets are the  Brookmount  claims in Quebec and the
Mercedes  property in Peru.  We have not yet completed  our  acquisition  of the
Mercedes property.

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

                                       5
<PAGE>

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

Our  current  operating  funds  are less  than  necessary  to  complete  planned
exploration  on our mineral  properties,  and  therefore  we will need to obtain
additional  financing in order to complete our business plan. As of November 30,
2003,  we had  cash in the  amount  of  $37,429.  We  currently  do not have any
operations and we have no income.

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

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

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

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

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

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

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

                                       6
<PAGE>

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

The Independent  Auditor's  Report to our audited  financial  statements for the
period ended  November 30,  2003,  indicates  that there are a number of factors
that raise  substantial  doubt about our ability to continue as a going concern.
Such  factors  identified  in the report are that we are in the  pre-exploration
stage, we have no established source of revenue and that we are dependent on our
ability  to  raise  capital  from  shareholders  or  other  sources  to  sustain
operations.

IF WE DO NOT OBTAIN CLEAR TITLE TO OUR PROPERTIES, OUR BUSINESS MAY FAIL.

While we have obtained  geological reports with respect to Brookmount claims and
the Mercedes property, this should not be construed as a guarantee of title. The
property may be subject to prior  unregistered  agreements,  transfers or native
land claims,  and title may be affected by undetected  defects.  The  properties
have not been  surveyed  and  therefore,  the precise  location and areas of the
properties may be in doubt.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance that a market will develop.  We have applied for listing of our common
stock on the NASD over the  counter  bulletin  board.  However,  we can  provide
investors with no assurance that our shares will be traded on the bulletin board
or, if  traded,  that a public  market  will  materialize.  If no market is ever
developed  for our shares,  it will be ifficult for  shareholders  to sell their
stock.  In such a case,  shareholders  may find that they are  unable to achieve
benefits from their investment.

IF A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE.

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

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

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

Forward-Looking Statements

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these

                                       7
<PAGE>

forward-looking  statements  for many  reasons,  including the risks faced by us
described in the above "Risk Factors" section and elsewhere in this document.

ITEM 2. DESCRIPTION OF PROPERTY

BROOKMOUNT PROPERTY

The Brookmount  property  consists of five claims  totalling  approximately  500
acres, which are located in Chazel Township, Abitibi West County, Quebec. A 100%
interest in these claims were recorded in the name of George Fournier,  which he
holds  in  trust  for the  Company,  on  December  20,  1999,  and  subsequently
registered on February 1, 2000. Assessment work with a minimum value of $6000.00
must be submitted to Quebec's Ministry of Mines by November 14, 2004 in order to
keep the claims in good standing.

Location of Brookmount claim

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

History of the Brookmount mining area

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

Past Exploration of the Brookmount claim

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

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

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

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

                                       8
<PAGE>

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

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

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

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

Topography and Infrastructure

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

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

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

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

Exploration work performed on the Brookmount claim

The Company has not commenced exploration work on the Brookmount claims. Because
of this fact, the Brookmount claims expired in January 2003 and subsequently had
to be  re-staked  by the  Company.  The  cost of  re-staking  was  cheaper  than
undertaking the required exploration program.

                                       9
<PAGE>

Mercedes Property

By an  agreement  dated July 3,  2003,  the  Company  has also  entered  into an
agreement  with its president,  Peter Flueck,  whereby the Company has agreed to
purchase a 100% interest in six mineral concessions  comprising a total of 2,611
hectares located in Ahuigrande Parish,  Comas District,  Concepcion  Province of
the Department of Junin, Peru. Pursuant to the agreement, the Company must issue
5,000,000  shares  of common  stock  and pay  $20,000  to Peter  Flueck  and his
assignees. As of the date of this annual report, this agreement has not closed.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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

No matters were  submitted to a vote of  shareholders  of the Company during the
final quarter of the fiscal year ended November 30, 2003.

                                     PART II
                                     -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities  of any  quotation  system.  While we have  applied for our shares of
common stock to be quoted on the National Association of Securities Dealers' OTC
Bulletin Board, there is no guarantee that we will be successful.

We have 37 shareholders of record as at the date of this annual report.

Dividends

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

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

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

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

                                       10
<PAGE>

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

OVERVIEW

Our plan of operations  for the twelve months  following the date of this annual
report  is to  complete  initial  exploration  programs  on the  Brookmount  and
Mercedes  properties.  We anticipate  that these  programs will cost $10,000 and
$220,000 respectively.

In addition,  we anticipate  spending $17,200 on professional  fees,  $99,000 on
salaries and wages, $10,000 on travel costs, $15,000 on promotional expenses and
$50,000 on other administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$421,200.  We will not be able to proceed with either  exploration  program,  or
meet our administrative expense requirements, without additional financing.

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


Results Of Operations For Period Ending November 30, 2003

We did not earn any revenues  during the period ending  November 30, 2003. We do
not  anticipate  earning  revenues  until  such  time  as we have  entered  into
commercial  production of the Brookmount claims or the Mercedes property. We are
presently  in the  pre-exploration  stage of our  business and we can provide no
assurance that we will discover  economic  mineralization  levels of minerals on
either  property,  or if such minerals are  discovered,  that we will enter into
commercial production.

We incurred  operating  expenses  in the amount of $164,407  for the fiscal year
ended November 30, 2003. These operating  expenses  included  consulting fees of
$3,000 and management fees of $112,000.

Our net loss  increased  from  $17,811 in fiscal 2002 to $164,407 in fiscal 2003
primarily due to a general increase in company  activity  surrounding our change
of management and the identification,  negotiation and execution of an agreement
to acquire an interest in the Mercedes property.

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

At November 30,  2003,  we had assets of $53,248  consisting  of cash on hand of
$37,429,  resource  property  cost  advances of $15,130 and prepaid  expenses of
$689.  At the same date,  we had $63,641 in  liabilities  consisting of accounts
payable of $12,575 and $51,066 due to related parties.

                                       11
<PAGE>



                          ITEM 7. FINANCIAL STATEMENTS



                          BROOKMOUNT EXPLORATIONS INC.

                        (A Pre-exploration Stage Company)

                              FINANCIAL STATEMENTS

                           November 30, 2003 and 2002

                             (Stated in US Dollars)
                              --------------------

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders,
Brookmount Explorations Inc.

We have audited the accompanying  balance sheet of Brookmount  Explorations Inc.
(A  Pre-exploration  Stage  Company)  as of  November  30,  2003 and the related
statements of operations,  cash flows and stockholders'  equity (deficiency) for
the year ended  November 30, 2003 and the period from  December 9, 1999 (Date of
Incorporation)  to  November  30,  2003.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements as of November 30, 2002 and for the period  December 9, 1999 (Date of
Incorporation)  to November 30, 2002 were audited by other auditors whose report
dated May 12, 2003 expressed an  unqualified  opinion on those  statements.  Our
opinion on the  statement  of  operations  and cash  flows for the  period  from
December 9, 1999 (Date of  Incorporation)  to November 30,  2003,  insofar as it
relates to amounts for prior periods through  November 30, 2002, is based on the
report of other auditors.

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

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects, the financial position of Brookmount Explorations Inc. as
of November  30, 2003 and the results of its  operations  and its cash flows for
the year ended  November 30, 2003 and the period from  December 9, 1999 (Date of
Incorporation)  to November 30, 2003, in conformity with  accounting  principles
generally accepted in the United States of America.

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

Vancouver, Canada                                       /s/ Amisano Hanson
February 25, 2004                                       Chartered Accountants

                                       F1
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           November 30, 2003 and 2002
                             (Stated in US Dollars)
                             ----------------------


                                       ASSETS                2003         2002
                                       ------                ----         ----
Current
 Cash                                                   $   37,429   $        3
 Prepaid expenses                                              689            -
 Resource property cost advances                            15,130            -
                                                         ---------    ---------
                                                        $   53,248   $        3
                                                         =========    =========

                                   LIABILITIES
                                   -----------

Current
 Accounts payable                                       $   12,575   $   14,296
 Due to related parties - Note 5                            51,066        3,580
                                                         ---------    ---------
                                                            63,641       17,876
                                                         ---------    ---------

                            STOCKHOLDERS' DEFICIENCY
                            ------------------------

Common stock, $0.001 par value - Notes 3 and 4
200,000,000 shares authorized
  9,708,900 (November 30, 2002: 9,282,400) shares
  outstanding                                               9,709         9,282
Additional paid in capital                                210,658        39,198
Deficit accumulated during the pre-exploration stage     (230,760)     ( 66,353)
                                                        ---------     ---------
                                                         ( 10,393)     ( 17,873)
                                                        ---------     ---------
                                                        $  53,248    $        3
                                                        =========     =========

Nature and Continuance of Operations - Note 1
Commitments  - Notes 3 and 4
Subsequent Event - Note 4







                             SEE ACCOMPANYING NOTES

                                       F2

<PAGE>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                             STATEMENT OF OPERATIONS
                 for the years ended November 30, 2003 and 2002
 and for the period December 9,1999 (Date of Incorporation) to November 30, 2003
                             (Stated in US Dollars)
                             ----------------------

<TABLE>
<CAPTION>
                                                              December 9, 1999
                                                                  (Date of
                                                Years ended   Incorporation) to
                                                November 30,    November 30,
                                             2003        2002       2003
                                             ----        ----       ----
<S>                                     <C>         <C>        <C>
Expenses
 General and administrative - Note 5     $  164,407  $   17,811  $  230,760
                                          ---------   ---------   ---------
Net loss for the period                  $( 164,407) $ ( 17,811) $( 230,760)
                                          =========   =========   =========
Basic and diluted loss per share         $(    0.02) $ (   0.00)
                                          =========   =========
Weighted average number of shares
 outstanding                              9,381,509   9,282,400
                                          =========   =========

</TABLE>









                             SEE ACCOMPANYING NOTES

                                       F3
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                 for the years ended November 30, 2003 and 2002
 and for the period December 9,1999 (Date of Incorporation) to November 30, 2003
                             (Stated in US Dollars)
                             ----------------------
<TABLE>
<CAPTION>

                                                                                December 9,
                                                                                  1999
                                                                             (Date of Incor-
                                                                               poration) to
                                                                               November 30,
                                                        2003          2002         2003
                                                        ----          ----         ----
<S>                                                <C>          <C>          <C>
Cash Flows from Operating Activities
  Net loss for the period                          $ ( 164,407)  $ (  17,811) $ ( 230,760)
  Add item not affecting cash:
    Capital contributions - expenses                     2,250         9,000       29,250
  Changes in non-cash working capital balances
  related to operations
     Prepaid expenses                                (     689)            -    (     689)
     Resource property costs advances                (  15,130)            -    (  15,130)
     Accounts payable                                (   1,721)        8,718       12,575
     Due to related parties                             47,486             -       51,066
                                                    -----------   ----------   ----------
                                                     ( 132,211)    (      93)   ( 153,688)
                                                    -----------   ----------   ----------
Cash Flows from Financing Activity
   Capital stock issued                                169,637             -      191,117
                                                    -----------   ----------   ----------
Increase (decrease) in cash during the period           37,426     (      93)      37,429

Cash, beginning of the period                                3            96            -
                                                    ----------    ----------   ----------
Cash, end of the period                            $    37,429   $         3  $    37,429
                                                    ==========    ==========   ==========
Supplemental disclosure of cash flow
 information
   Cash paid for:
     Interest                                      $         -   $         -  $         -
                                                    ==========    ==========   ==========
     Income taxes                                  $         -   $         -  $         -
                                                    ==========    ==========   ==========
Non-cash transactions - Note 8
</TABLE>


                             SEE ACCOMPANYING NOTES

                                       F4
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
  for the period December 9, 1999 (Date of Incorporation) to November 30, 2003
                             (Stated in US Dollars)
                             ----------------------

<TABLE>
<CAPTION>

                                                                                                Deficit
                                                                                              Accumulated
                                                   Common Shares             Additional        During the
                                          --------------------------------    Paid-in       Pre-exploration
                                          Number             Par Value        Capital            Stage             Total
                                          ------             ---------        -------            -----             -----
<S>                                         <C>            <C>              <C>              <C>                <C>
Capital stock issued for cash
                          - at $0.001          3,500,000  $        3,500  $            -   $            -     $        3,500
                                               ---------    ------------     -----------      -----------        -----------
Balance, as at November 30, 1999               3,500,000           3,500               -                -              3,500
Capital stock issued for cash
                          - at $0.002          5,750,000           5,750           5,750                -             11,500
                          - at $0.20              32,400              32           6,448                -              6,480
Contributions to capital by officers                   -               -           9,000                -              9,000
Net loss for the year                                  -               -               -     (     31,327)            31,327
                                               ---------    ------------     -----------      -----------        -----------
Balance, as at November 30, 2000               9,282,400           9,282          21,198     (     31,327)      (        847)
Contributions to capital by officers                   -               -           9,000                -              9,000
Net loss for the year                                  -               -               -     (     17,215)      (     17,215)
                                               ---------    ------------     -----------      -----------        -----------
Balance, as at November 30, 2001               9,282,400           9,282          30,198     (     48,542)      (      9,062)
Contributions to capital by officers                   -               -           9,000                -              9,000
Net loss for the year                                  -               -               -     (     17,811)      (     17,811)
                                               ---------    ------------     -----------      -----------        -----------
Balance, as at November 30, 2002               9,282,400           9,282          39,198     (     66,353)      (     17,873)
Capital stock issued for cash
                          - at $0.25             176,500             177          43,948                -             44,125
                          - at $0.50             250,000             250         125,262                -            125,512
Contributions to capital by officers                   -               -           2,250                -              2,250
Net loss for the year                                  -               -               -     (    164,407)      (    164,407)
                                               ---------    ------------     -----------      -----------        -----------
Balance, as at November 30, 2003               9,708,900  $        9,709  $      210,658   $ (    230,760)    $ (     10,393)
                                               =========    ============     ===========      ===========        ===========

</TABLE>


                             SEE ACCOMPANYING NOTES

                                       F5

<PAGE>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------

Note 1        Nature and Continuance of Operations
              ------------------------------------
              The Company is a  pre-exploration  stage company.  The Company was
              organized  for the purpose of  acquiring  and  developing  mineral
              properties.  The  Company  has not yet  determined  whether  these
              properties contain reserves that are economically recoverable. The
              recoverability  of  amounts  from  properties   acquired  will  be
              dependent upon the discovery of economically recoverable reserves,
              confirmation of the Company's interest in the underlying property,
              the  ability  of the  Company  to obtain  necessary  financing  to
              satisfy the expenditure  requirements under the property agreement
              and to complete  the  development  of the property and upon future
              profitable production on proceeds for the sale thereof.


              These  financial  statements have been prepared on a going concern
              basis. The Company has a working capital  deficiency of $10,393 as
              of  November  30, 2003 and has  accumulated  a deficit of $230,760
              since  inception.  Its ability to  continue as a going  concern is
              dependent  upon the ability of the Company to generate  profitable
              operations in the future and/or to obtain the necessary  financing
              to meet its  obligations  and repay its  liabilities  arising from
              normal  business  operations  when they come due.  The  outcome of
              these matters cannot be predicted with any certainty at this time.
              These  factors  raise  substantial  doubt that the company will be
              able to continue as a going concern.  The Company has historically
              satisfied   its  capital   needs   primarily  by  issuing   equity
              securities.  Management  plans  to  continue  to  provide  for its
              capital  needs  during the year  ended  November  30,  2004 by the
              issuance  of  common  stock.  These  financial  statements  do not
              include  any  adjustments  to the amounts  and  classification  of
              assets and liabilities that may be necessary should the Company be
              unable to continue as a going concern.

              The  Company  was  incorporated  in under the laws of the State of
              Nevada,  USA on December 9, 1999 and commenced  operations at that
              time.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              The  financial  statements  of the Company  have been  prepared in
              conformity with accounting  principles  generally  accepted 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 vary from these estimates.

                                       F6
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------


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

              The financial  statements  have,  in  management's  opinion,  been
              properly  prepared  within  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

              Pre-exploration Stage Company
              -----------------------------
              The  Company  is a  pre-exploration  stage  company  as defined in
              Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  7
              "Accounting and Reporting by Development Stage  Enterprises".  The
              Company  has  devoted  substantially  all  of its  efforts  to the
              business of  exploration  and  development  of  resource  property
              interests  in  Canada  and  Peru.  All  losses  accumulated  since
              incorporation  have  been  considered  as  part  of the  Company's
              pre-exploration stage activities.


              Impairment of Long-lived Assets
              -------------------------------
              Capital assets are reviewed for impairment in accordance with SFAS
              No. 144,  "Accounting for the Impairment or Disposal of Long-lived
              Assets",  which was adopted  effective January 1, 2002. Under SFAS
              No.  144,  these  assets are tested  for  recoverability  whenever
              events or changes in  circumstances  indicate that their  carrying
              amounts may not be recoverable. An impairment charge is recognized
              for the  amount,  if any,  which the  carrying  value of the asset
              exceeds the fair value.


              Mineral Lease
              -------------
              Cost of lease  acquisition,  exploration,  carrying and  retaining
              unproven mineral lease properties are expensed as incurred.


              Environmental Costs
              -------------------
              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  which do not
              contribute to current or future revenue generation,  are expensed.
              Liabilities  are recorded  when  environmental  assessment  and/or
              remedial  efforts  are  probable,  and the cost can be  reasonable
              estimated.  Generally, the timing of these accruals coincides with
              the earlier of completion of a feasibility  study or the Company's
              commitments to plan of action based on the then known facts.


                                       F7

<PAGE>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------


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


              Foreign Currency Translation
              ----------------------------
              Foreign currency  transactions are translated into US dollars, the
              functional and reporting currency, by the use of the exchange rate
              in effect at the date of the  transaction in accordance  with SFAS
              No. 52 "Foreign Currency Translation". At each balance sheet date,
              recorded balances that are denominated in a currency other than US
              dollars are adjusted to reflect the current exchange rate.


              Basic Loss Per Share
              --------------------
              The Company  reports basic loss per share in accordance  with SFAS
              No. 128  "Earnings  per  Share".  Basic loss per share is computed
              using the weighted average number of shares outstanding during the
              period.

              Income Taxes
              ------------
              The Company uses the asset and liability  method of accounting for
              income  taxes in  accordance  with SFAS No.  109  "Accounting  for
              Income  Taxes".  Under  this  method,   deferred  tax  assets  and
              liabilities  are  recognized  for  the  future  tax   consequences
              attributable  to  temporary   differences  between  the  financial
              statements carrying amounts of existing assets and liabilities and
              loss  carryforwards  and their respective tax bases.  Deferred tax
              assets  and  liabilities  are  measured  using  enacted  tax rates
              expected  to apply to taxable  income in the years in which  those
              temporary differences are expected to be recovered or settled.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash,  accounts  payable and due to related  parties
              approximate  their fair value 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.

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

                                       F8
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------


Note 3        Commitments
              -----------

              Abitibi West County, Quebec, Canada

              The Company  acquired  five mineral  claims  located in the Chazel
              Township, in the Province of Quebec.

              The  Company  must file  assessment  work with a minimum  value of
              CDN$6,000 not later than November 14, 2004.


              Mercedes Property, Junin, Peru

              Pursuant to a property  acquisition  agreement dated for reference
              July 3,  2003,  the  Company  acquired  a 100%  interest  in 2,611
              hectares located in Central Peru for consideration of $20,000 cash
              and 5,000,000 common shares.  As at November 30, 2003, the Company
              has not paid the cash or issued the shares.

Note 4        Capital Stock - Note 3
              -------------

              Pursuant  to an  offering  memorandum  dated  July 23,  2003,  the
              Company undertook to sell a minimum of 1,000,000  common shares at
              $0.50 per share. At  November  30,  2003,  the  Company  had  sold
              250,000  common  shares for proceeds of  $125,512. This amount has
              been  included in share  capital at November 30, 2003.

              Subsequent to November 30, 2003, the Company received  $63,600 for
              128,114 common shares at $0.50 per share pursuant to this offering
              memorandum.


Note 5        Related Party Transactions
              --------------------------

              The Company was charged the following  amounts by directors of the
              Company or companies with directors or officers in common:

             <TABLE>
             <CAPTION>
                                                                          December 9, 1999
                                                                        (Date of Incorpor-
                                                                             ation) to
                                                                            November 30,
                                       2003              2002                 2003
                                       ----              ----                 ----
             <S>                 <C>               <C>                    <C>

             Consulting fees      $       3,000     $           -          $       3,000
             Management fees            112,000             6,000                124,000
                                   ------------      ------------           ------------
                                  $     115,000     $       6,000          $     127,000
                                   ============      ============           ============
             </TABLE>

                                       F9

<PAGE>

                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------


Note 5        Related Party Transactions - (cont'd)
              --------------------------

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

              Amounts due to related  parties of $51,066 (2002:  $3,580) are due
              to  directors  of the Company or former  directors of the Company.
              These  amounts  are  unsecured,  non-interest  bearing and have no
              specific terms for repayment.


Note 6        Deferred Tax Assets
              -------------------

              The  significant  components of the Company's  deferred tax assets
              are as follows:

                                                                     Total
                                                                     -----
              Deferred Tax Assets
               Non-capital loss carryforwards                   $     78,458
              Valuation allowance for deferred tax assets        (    78,458)
                                                                 ------------
                                                                $          -
                                                                 ============

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss carryforwards  which is likely
              to be realized from future operations. The Company has provided an
              allowance   of  100%  against  all   available   income  tax  loss
              carryforwards,  regardless of their time of expiry,  as it is more
              likely  than not that all of the  deferred  tax assets will not be
              realized.

Note 7        Income Taxes
              ------------

              No provision for income taxes has been provided in these financial
              statements  due to the net loss. At November 30, 2003, the Company
              has net operating loss  carryforwards,  which expire commencing in
              2019 totalling  approximately  $231,000,  the benefit of which has
              not been recorded in the financial statements.


                                       F10
<PAGE>


                          BROOKMOUNT EXPLORATIONS INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                November 30, 2003
                             (Stated in US Dollars)
                             ----------------------


Note 8        Non-cash Transactions
              ---------------------

              Investing  and  financing  activities  that do not have a   direct
              impact on current cash flows are excluded  form  the  statement of
              cash flows. Directors and officers of  the Company  have  provided
              certain  administrative  services at no  charge.  The  fair  value
              of these  services  has been  recorded  as contributed  surplus as
              follows:

                                                     December 9, 1999
                                                      (Date of Incor-
                                                       -oration) to
                                                        November 30,
                                 2003       2002           2003
                                 ----       ----           ----
             Management fees  $  1,500   $  6,000      $   19,500
             Rent                  600      1,000           3,600
             Telephone             150      2,000           6,150
                               -------    -------       ---------
                              $  2,250   $  9,000      $   29,250
                               =======    =======       =========

             These transactions were excluded from the statement of cash flows.


                                       F11
<PAGE>


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

Previous Independent Auditor

On July 16,  2003,  Sellers and  Andersen  L.L.C.  resigned  as our  independent
auditor.  Sellers and Anderson L.L.C.'s reports on our financial  statements for
the fiscal years ended  November 30, 2001 and November 30, 2002, did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty,  audit scope or accounting principles. The decision to change
accountants has been approved by our board of directors.

For the fiscal years ended  November  30, 2001 and November 30, 2002,  and up to
the date of Sellers and Andersen  L.L.C.'s  resignation on July 16, 2003,  there
has been no  disagreement  between us and  Sellers  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

New Independent Auditor

We engaged Amisano Hanson, Chartered Accountants of Vancouver,  British Columbia
as our new  independent  accountants.  We have not consulted with Amisano Hanson
regarding the  application of accounting  principles,  the type of audit opinion
that might be rendered by Amisano Hanson.

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2003  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that information that we are required to disclosed in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

                                   12
<PAGE>

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.


                              PART III

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


Name             Age    Position with Registrant     Served as a Director
                                                     or Officer Since

Peter Flueck      55     President and Director           March 21, 2003

Zaf Sungur        51     Chief Operating Officer          April 15, 2003
                         Secretary, Treasurer and
                         Director

Victor Stilwell   53     Vice-President and Director      March 21, 2003

                                       13
<PAGE>

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

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

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

Peter Flueck

Mr.Flueck brings to the Company a wealth of experience, not only in the resource
sector, but with extensive experience  in  Peru  as  well.  He is  presently the
President and  sole  shareholder of  Grand Combe  Developments  Ltd., a Canadian
development company  based  in  Edmonton, Alberta.  He  has  recently  been  the
President of several mining companies based in Peru,including Blower Investments
A.V.V., Condor Resources A.V.V. Aruba, the Recursos Mineros El  Dorado  and  the
Minera El Serrano, Peru.

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

Zaf Sungur

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

                                       14
<PAGE>

Vic Stilwell

Mr.  Stillwell  is the  principal  of a major  sales  agency  based in  Calgary,
Alberta,  which for the past twenty-five  years has focused on representing such
companies as Hitachi,  Panasonic, Magic Chef appliances and Flexsteel Furniture.
His  company has grown  successfully  through the years due to its focus on high
quality products and after-sales service.

He has also been a key figure in the  development of commercial and  residential
real estate  projects in La Paz,  Mexico,  planning  several major  projects and
providing serviced lots to potential residents and commercial concerns.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended December 31, 2003 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

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

Peter Flueck              0              0                1
Zaf Sungur                0              0                1
Victor Stilwell           0              0                1


ITEM 10.  EXECUTIVE COMPENSATION


The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended November 30, 2003.

<TABLE>
<CAPTION>

                          Annual Compensation                         Long Term Compensation

                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name           Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
----           -----      ----     ------   -----  ------------       -------          --------   -----------   ------------
<S>            <C>       <C>      <C>      <C>    <C>                <C>              <C>        <C>           <C>
Peter          President  2003     $28,000  0      0                  0                0          0             0
Flueck
Zaf            COO,       2003     $28,000  0      0                  0                0          0             0
Sungur         Secretary/
               Treasurer
Victor         Vice-Presid2003     $28,000  0      0                  0                0          0             0
Stilwell

</TABLE>

                                       15
<PAGE>


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our shares of common  stock at November  30, 2003 by (i) each person known by us
to be the beneficial  owner of more than 5% of our outstanding  shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our  directors and  executive  officers as a group.  Each person named in the
table,  has sole voting and investment power with respect to all shares shown as
beneficially  owned by such person and can be contacted at our executive  office
address.

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

   Common        Peter Flueck          1,925,000            19.57%
                 18912-121 Ave. N.W.
                 Edmonton, Alberta
                 T5V 1R3

   Common        Norman Goodson          630,000             6.40%
                 118 - 3420 Bell Avenue
                 Burnaby, B.C.
                 V3J 1M7

   Common        Victor Stillwell        630,000             6.40%
                 16 Douglas Woods Park S.E.
                 Calgary, Alberta
                 T2Z 2K6

   Common        Raymond Tang            600,000             6.10%
                 871 - 1078 East 31st St.
                 Vancouver, B.C.
                 V7A 2E5

   Common        Lisa Tang               515,000             5.24%
                 205 - 8077 Alexandra Rd
                 Richmond, B.C.

   Common        Kit Fan Leung           500,000             5.08%
                 830 - 1268 West Broadway
                 Vancouver, B.C.
                 V6H 1G6

   Common        Huang Guang Quan        490,000             4.98%
                 215 - 5471 Arcadia Road
                 Richmond, B.C.
                 V7A 2E5

   Common        Tang Zi Mond            475,000             4.83%
                 208 - 2150 Brunswick
                 Vancouver, B.C.
                 V7A 2E5

<PAGE>

   Common        Zaf Sungur              315,000             3.20%
                 2005 - 837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6


                 DIRECTORS AND         2,870,000            36.99%
                 OFFICERS AS A
                 GROUP

As of the date of this annual report,  we have 9,837,014  shares of common stock
issued and outstanding.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended  November  30, 2003,  we paid or accrued  $3,000 in
consulting fees to a private company owned by Peter Flueck,our president.

We also paid or accrued  $28,000  in  management  fees to each of the  following
individuals:

     o Peter  Flueck,  our  president;
     o Zaf  Sungur,  our  COO,secretary  and treasurer;
     o Victor Stilwell,  our vice-president;  and
     o Norman Goodson, a former director of the Company.

During the fiscal year,  the Company has also entered into an agreement with its
president,  Peter  Flueck,  whereby  the  Company  has agreed to purchase a 100%
interest in six mineral concessions comprising a total of 2,550 hectares located
in Ahuigrande Parish,  Comas District,  Concepcion Province of the Department of
Junin, Peru. Pursuant to the agreement,  the Company must issue 5,000,000 shares
of common stock and pay $20,000 to Peter Flueck and his assignees.

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

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

                                       17
<PAGE>

                                     PART IV

Exhibits
--------
  3.1     Charter and By-Laws*
 10.1     Mineral Property Purchase Agreement
 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

Reports on Form 8-K
-------------------

We did not file any reports on Form 8-K during the last quarter of 2003.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current principal accountants, Amisano Hanson, Chartered Accoutants, and our
former principal  accountants,  Sellers & Andersen,  L.L.C. billed the following
fees for the services indicated.


                    Fiscal year ended          Fiscal year ended
                    November 30, 2002          November 30, 2003

Audit fees               $5,800                     $5,500*
Audit-related fees         Nil                        Nil
Tax fees                   Nil                        Nil
All other fees             Nil                        Nil

* includes an accrual for audit fees

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

Our audit  committee's  policy  is to  pre-approve  all  audit  and  permissible
non-audit services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.
Under our audit  committee's  policy,  pre-approval  is  generally  provided for
particular  services or  categories  of services,  including  planned  services,
project  based  services  and  routine  consultations.  In  addition,  the audit
committee may also pre-approve  particular services on a case-by-case basis. Our
audit committee approved all services that our independent  accountants provided
to us in the past two fiscal years.

                                       18

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Brookmount Explorations Inc.


By          /s/ Peter Flueck
            ----------------
            Peter Flueck
            President, CEO & Director
            Date: April 12, 2004

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

By          /s/ Peter Flueck
            ----------------
            Peter Flueck
            President, CEO & Director
            Date: April 12, 2004

By          /s/ Zaf Sungur
            ---------------
            COO, Secretary, Treasurer, Principal
            Accounting Officer and Director
            Date: April 12, 2004

By          /s/ Victor Stilwell
            -------------------
            Vice-President and Director
            Date: April 12, 2004


                                       19
<PAGE>

Exhibit 10.1

                       MINERAL PROPERTY PURCHASE AGREEMENT


                  THIS AGREEMENT dated for reference July 3, 2003.


BETWEEN:

                  PETER FLUECK, 18912 121ST Avenue N.W., Edmonton,
                  Alberta, T5V 1R3;

                  (the "Vendor")

                                                               OF THE FIRST PART

AND:

                  BROOKMOUNT EXPLORATION INC.,a body corporate,duly incorporated
                  under the laws of the State of  Nevada  and  having  its  head
                  office  at  1400 - 400  Burrard  Street,  Vancouver,   British
                  Columbia,  V6C 3G2;

                  ("Brookmount")

                                                              OF THE SECOND PART

W H E R E A S :

A.                The Vendor  is  the  registered  and  beneficial  owner of the
Ahui Grande  mineral  property  located in Ahuigrande  Parish,  Comas  District,
Concepcion  Province of the  Department  of Junin,  Peru which  property is more
particularly  described in Schedule  "A" attached  hereto which forms a material
part hereof (collectively, the "Concessions");

B.                The Vendor has agreed to sell and  Brookmount  has  agreed  to
purchase a 100% right,  interest and title in and to the  Concessions  upon  the
terms and conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

1.                VENDOR'S REPRESENTATIONS

1.1               The Vendor represents and warrants to Brookmount that:

         (a)      The Vendor is the  registered  and  beneficial  owner  of  the
                  Concessions  and holds the right  to  transfer  title  to  the
                  Concessions and to explore and develop the Concessions;

         (b)      The Vendor holds   the   Concessions  free  and  clear  of all
                  liens, charges and claims of others, and the Vendor has a free
                  and unimpeded  right of access to the  Concessions and has use
                  of the Concessions surface for the herein purposes;

                                       20
<PAGE>

         (c)      The  Concessions  have  been  duly  and  validly  located  and
                  recorded in a good and miner-like  manner pursuant to the laws
                  of Peru  and are in good  standing  in Peru as of the  date of
                  this Agreement;

         (d)      There are no  adverse  claims  or  challenges  against  or  to
                  the Vendor's  ownership of or title to any of the  Concessions
                  nor  to the  knowledge  of  the  Vendor  is  there  any  basis
                  therefor,  and there are no outstanding  agreements or options
                  to acquire or purchase the Concessions or any portion thereof;

         (e)      The  Vendor  has  the  full  right,  authority   and  capacity
                  to enter  into this  Agreement  without  first  obtaining  the
                  consent  of  any  other  person  or  body  corporate  and  the
                  consummation of the transaction  herein  contemplated will not
                  conflict  with or result in any  breach  of any  covenants  or
                  agreements  contained  in, or constitute a default  under,  or
                  result in the creation of any encumbrance under the provisions
                  of any indenture,  agreement or other instrument whatsoever to
                  which  the  Vendor  is a party  or by  which he is bound or to
                  which he is subject; and

         (f)      No  proceedings   are    pending  for,  and   the   Vendor  is
                  unaware of any basis for, the  institution of any  proceedings
                  which  could  lead  to  the   placing  of  either   Vendor  in
                  bankruptcy, or in any position similar to bankruptcy.

1.2               The representations and warranties of the Vendor  set  out  in
paragraph 1.1 above form a part of this Agreement and are conditions  upon which
Brookmount  has relied in entering  into this  Agreement  and shall  survive the
acquisition of any interest in the Concessions by Brookmount.

1.3               The Vendor will indemnify  Brookmount from all  loss,  damage,
costs,  actions and suits arising out of or in connection with any breach of any
representation,  warranty,  covenant,  agreement or condition made by the Vendor
and contained in this Agreement.

1.4               The Vendor  acknowledges   and  agrees  that  Brookmount   has
entered into this Agreement  relying on the warranties and  representations  and
other terms and conditions of this  Agreement and that no  information  which is
now known or which may  hereafter  become  known to  Brookmount  shall  limit or
extinguish  the right to  indemnity  hereunder,  and,  in  addition to any other
remedies  it may  pursue,  Brookmount  may deduct the amount of any such loss or
damage from any amounts payable by it to the Vendor hereunder.


                                       21
<PAGE>

2.                BROOKMOUNT'S REPRESENTATIONS

                  Brookmount  warrants and represents to the Vendor that it is a
body  corporate,  duly  incorporated  under the laws of the State of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.

3.                SALE OF CONCESSIONS

                  The Vendor  hereby  sells,  grants and devises to Brookmount a
100%  undivided  right,  title  and  interest  in  and  to  the  Concessions  in
consideration of Brookmount  issuing 5,000,000 shares of restricted common stock
in its capital to the individuals  listed in Schedule "B" to this Agreement upon
closing of this Agreement.

4.                CLOSING

4.1               The sale and purchase  of  the  interest  in  the  Concessions
shall be closed at 10:00 A.M. on July 7, 2003 at the offices of Gregory S. Yanke
Law Corporation, 200 - 675 West Hastings Street, Vancouver, British Columbia, or
such other place and time acceptable to both parties (the "Closing").

4.2               At Closing,  Brookmount shall be obligated to  deliver  to the
Vendor certificates  representing 5,000,000 shares of restricted common stock in
its capital  registered in accordance  with Schedule "B" hereto and a cheque for
$20,000.

4.3               At  Closing,  the   Vendor  shall  be  obligated  to   provide
Brookmount  with  evidence  that  the   Concessions   have  been  registered  in
Brookmount's name, or are held in trust for the sole benefit of Brookmount.

5.                FORCE MAJEURE

                  If Brookmount is prevented  from or delayed in complying  with
any  provisions  of this  Agreement  by  reason  of  strikes,  labour  disputes,
lockouts,  labour  shortages,  power  shortages,   fires,  wars,  acts  of  God,
governmental  regulations  restricting  normal operations or any other reason or
reasons beyond the control of Brookmount,  the time limited for the  performance
of the various  provisions of this  Agreement as set out above shall be extended
by a period of time equal in length to the period of such  prevention and delay,
and  Brookmount,  insofar as is possible,  shall promptly give written notice to
the Vendor of the  particulars  of the reasons for any prevention or delay under
this section,  and shall take all  reasonable  steps to remove the cause of such
prevention or delay and shall give written  notice to the Vendor as soon as such
cause ceases to exist.

6.                ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.


                                       22
<PAGE>

7.                NOTICE

7.1               Any notice required to be  given  under  this  Agreement shall
be deemed to be well and  sufficiently  given if  delivered,  in the case of the
Vendor, as follows:

                  Peter Flueck
                  18912 121st Avenue N.W.
                  Edmonton, Alberta, T5V 1R3

and, in the case of Brookmount, as follows:

                  Brookmount Ventures Inc.
                  1400 - 400 Burrard Street
                  Vancouver, British Columbia
                  V6C 3G2

and any  notice  given as  aforesaid  shall be  deemed to have  been  given,  if
delivered,  when delivered,  or if mailed,  on the fourth business day after the
date of mailing thereof.

7.2               Either party may from time to time by notice in writing change
its address for the purpose of this paragraph.

8.                RELATIONSHIP OF PARTIES

                  Nothing  contained  in this  Agreement  shall,  except  to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.

9.                FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

10.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

11.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

12.               CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of Canada.

                                       23
<PAGE>

13.               NONSEVERABILITY

                  This  Agreement  shall be considered and construed as a single
instrument  and the failure to perform any of the terms and  conditions  in this
Agreement  shall  constitute a violation or breach of the entire  instrument  or
Agreement and shall constitute the basis for cancellation or termination.

14.               APPLICABLE LAW

                  The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this  Agreement  will be governed  exclusively by and construed
and enforced in accordance  with the laws  prevailing in the Province of British
Columbia.

15.               ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.

                  IN WITNESS  WHEREOF this Agreement has been executed as of the
day and year first above written.


                                                     BROOKMOUNT
                                                     EXPLORATIONS INC.

/s/ Peter Flueck                                     PER:  /s/  Norman Goodson
---------------------------                          -------------------------
PETER FLUECK                                         Authorized Signatory


                                       24
<PAGE>

                                  SCHEDULE "A"


The  Concessions   consist  in  the  aggregate  of  the  following  six  mineral
concessions comprising a total of 2,611 hectares.









                                       25
<PAGE>



                                  SCHEDULE "B"

Brookmount  Explorations  Inc.  shall issue the  5,000,000  shares of restricted
common stock in its capital in  connection  with its purchase of the Concessions
as follows:


          Name of Shareholder                    Number of Shares
          -------------------                    ----------------

          Peter Flueck                              5,000,000








                                       26
<PAGE>


Exhibit 31.1

                                  CERTIFICATION

I, Peter Flueck,President and Chief Executive Officer of Brookmount Explorations
 Inc., certify that:

1.  I have reviewed this annual report on Form 10-KSB of Brookmount
    Explorations Inc.;

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

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

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

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

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

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

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

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

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

                                       27
<PAGE>

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

Date: April 12, 2004                      /s/ Peter Flueck
                                          ----------------
                                          Peter Flueck
                                          President, CEO and
                                          director





                                       28
<PAGE>





Exhibit 31.2
                                  CERTIFICATION

I, Zaf Sungur,  COO,  Secretary,  Treasurer and principal  accounting officer of
Brookmount Explorations Inc., certify that:

1.  I have reviewed this annual report on Form 10-KSB of Brookmount
    Explorations Inc.;

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

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

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

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

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

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

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

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

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

                                       29
<PAGE>

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

Date: April 12, 2004                      /s/ Zaf Sungur
                                          ---------------
                                          Zaf Sungur
                                          COO, Secretary, treasurer
                                          and principal accounting
                                          officer





                                       30
<PAGE>




                             Exhibit 32.1

                CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                    PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906
                     OF THE SARBANES-OXLEY ACT OF 2002

I, Peter  Flueck,  Chief  Executive  Officer of  Brookmount  Explorations  Inc.,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the  Sarbanes-Oxley  Act of 2002,  that the Annual  Report on Form  10-KSB of
Brookmount  Explorations Inc., for the fiscal year ended November 30, 2003 fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that the information  contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Brookmount Explorations Inc.


/s/ Peter Flueck
---------------------------
Peter Flueck
Chief Executive Officer
April 12, 2004



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<PAGE>



                              Exhibit 32.2

               CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
                    PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906
                     OF THE SARBANES-OXLEY ACT OF 2002

I, Zaf Sungur,  principal  accounting  officer of Brookmount  Explorations Inc.,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the  Sarbanes-Oxley  Act of 2002,  that the Annual  Report on Form  10-KSB of
Brookmount  Explorations Inc., for the fiscal year ended November 30, 2003 fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that the information  contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Brookmount Explorations Inc.


/s/ Zaf Sungur
---------------------------
Zaf Sungur
Principal Accounting Officer
April 12, 2004


                                       32